Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 31, 2023 | |
Details | ||
Registrant CIK | 0001379245 | |
Fiscal Year End | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 333-139045 | |
Entity Registrant Name | ENIGMA-BULWARK, LTD. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 46-4733512 | |
Entity Address, Address Line One | 3415 South Sepulveda Blvd., Suite 1100-#1234 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90034 | |
Phone Fax Number Description | Registrant's telephone number | |
City Area Code | 888 | |
Local Phone Number | 287-9994 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 136,591,547 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 249,861 | $ 102,585 |
Accounts receivable | 124,346 | 194,701 |
Prepaid expenses | 4,062 | 5,384 |
Total current assets | 378,269 | 302,670 |
Non-current assets | ||
Investment in securities | 1,207 | 1,207 |
Property and equipment, net | 120 | 238 |
Intangible assets, net | 29,166 | 29,566 |
Other assets | 7,100 | 5,800 |
Total non-current assets | 37,593 | 36,811 |
TOTAL ASSETS | 415,862 | 339,481 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,183,380 | 2,044,550 |
Notes and loans payable | 169,605 | 169,605 |
Notes payable, related party, net of unamortized discount | 20,501 | 20,204 |
Note payable, convertible | 500,000 | 500,000 |
Notes payable, convertible, related party, net of unamortized discount | 1,194,738 | 1,099,247 |
Related party payables | 338,542 | 286,966 |
Total current liabilities | 4,406,766 | 4,120,572 |
Long-term liabilities | ||
Note payable, convertible | 426,464 | 0 |
Notes payable, related party, convertible, net of unamortized discount | 2,502,284 | 2,856,556 |
Total long-term liabilities | 2,928,748 | 2,856,556 |
Total liabilities | 7,335,514 | 6,977,128 |
Stockholders' deficit | ||
Preferred Stock | 0 | 0 |
Common stock, $0.001 par value, 250,000,000 shares authorized, 108,239,317 issued and outstanding as of March 31, 2020, and December 31, 2019 | 108,239 | 108,239 |
Additional paid in capital | 12,529,723 | 12,404,190 |
Subscriptions receivable | (5,000) | (5,000) |
Accumulated deficit | (19,548,462) | (19,140,924) |
Accumulated comprehensive income | (4,152) | (4,152) |
Total stockholders' deficit | (6,919,652) | (6,637,647) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 415,862 | $ 339,481 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Consolidated Balance Sheets | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares Issued and Outstanding | 108,239,317 | 108,239,317 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Consolidated Statements of Income | ||
Revenue | $ 494,138 | $ 0 |
Cost of sales | 371,743 | 0 |
Gross profit | 122,395 | 0 |
General and administrative expenses | 412,307 | 155,311 |
Operating loss | (289,912) | (155,311) |
Other expenses | ||
Interest expense | (73,550) | (53,858) |
Discount amortization | (44,076) | 0 |
Total other expenses | (117,626) | (53,858) |
Net loss | (407,538) | (209,169) |
Comprehensive loss | ||
Unrealized loss on securities | 0 | (1,206) |
Net comprehensive loss | 0 | (1,206) |
Net loss and comprehensive loss | $ (407,538) | $ (210,375) |
Net loss per share - basic and diluted | $ (0.004) | $ (0.003) |
Weighted average common shares outstanding - basic and diluted | 108,239,317 | 76,410,531 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock, Shares | Common Stock, Value | Paid In Capital | Subscriptions Receivable | Accumulated Deficit | AOCI | Total |
Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2018 | $ 77,382 | $ 11,057,370 | $ (7,000) | $ (17,418,034) | $ (2,946) | $ (6,293,228) | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2018 | 77,382,753 | ||||||
Amortization of restricted stock award | 750 | ||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (209,169) | (210,375) | |||||
Other Comprehensive Income (Loss), Net of Tax | (1,206) | ||||||
Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2019 | 77,382 | 11,058,120 | (7,000) | (17,627,203) | (4,152) | (6,502,853) | |
Shares, Outstanding, Ending Balance at Mar. 31, 2019 | 77,382,753 | ||||||
Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2019 | 108,239 | 12,404,190 | (5,000) | (19,140,924) | (4,152) | (6,637,647) | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 108,239,317 | ||||||
Beneficial conversion feature on related party convertible debt | 124,731 | 124,731 | |||||
Amortization of restricted stock award | 750 | 750 | |||||
Amortization of stock options | 52 | 52 | |||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (407,538) | (407,538) | |||||
Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2020 | $ 108,239,317 | $ 108,239 | $ 12,529,723 | $ (5,000) | $ (19,548,462) | $ (4,152) | $ (6,919,652) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Cash flow from operating activities | |||
Net loss and comprehensive loss | $ (407,538) | $ (210,375) | |
Comprehensive loss | 0 | (1,206) | |
Net loss | (407,538) | (209,169) | |
Adjustments to reconcile net loss to net cash provided by operating activities | |||
Stock compensation/amortization of deferred compensation | 802 | 750 | |
Accruals converted to related party loans | 251,635 | 60,000 | |
Depreciation and amortization | 518 | 518 | |
Discount amortization | 44,076 | 0 | |
Changes in operating assets and liabilities | |||
Decrease in accounts receivable | 70,355 | 0 | |
Decrease in prepaid expenses | 1,322 | 0 | |
Increase in deposits | (1,300) | 0 | |
Increase in accounts payable and accrued expenses | 138,830 | 70,016 | |
Increase in related party payables | 51,576 | 77,885 | |
Net cash provided by operating activities | 150,276 | 0 | |
Cash flow from financing activities | |||
Repayment of convertible promissory note, related party | (3,000) | 0 | |
Net cash used by financing activities | (3,000) | 0 | |
Net increase in cash | 147,276 | 0 | |
Cash - beginning of period | 102,585 | 0 | $ 0 |
Cash - end of period | 249,861 | 0 | $ 102,585 |
NONCASH ACTIVITIES | |||
Fair value of beneficial conversion feature of convertible promissory notes | 124,731 | 0 | |
Conversion of related party payable to related party convertible note payable | 251,635 | 60,000 | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Interest paid | 8,818 | 0 | |
Income taxes paid | $ 0 | $ 0 |
Overview and Nature of Business
Overview and Nature of Business | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Overview and Nature of Business | NOTE 1. OVERVIEW AND NATURE OF BUSINESS The accompanying unaudited consolidated financial statements of Enigma-Bulwark, Ltd., (the “Company” or “Enigma”) have been prepared in accordance with generally accepted accounting principles. The preparation of consolidated 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 of the consolidated financial statements and that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2019. Notes to the consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements have been omitted. The Company was incorporated in Nevada on September 30, 2005, and is headquartered in Los Angeles, California. Formerly PearTrack Security Systems, Inc., the Company’s name was changed to Enigma-Bulwark, Ltd., on October 9, 2019, pursuant to a majority of the Company’s shareholders and unanimous resolution of the board of directors. Enigma-Bulwark, Ltd. (“Enigma” or “Company”) is a security and risk management company that provides physical security, technology-systems integration, and risk management advisory services. Services offered to assess and mitigate risk include security guards, risk management analysis, and proprietary and third-party technology and software. Target markets include corporations, governments and individuals across the globe. In 2019, the Company was presented with an opportunity to start a security and risk management business headquartered in Cape Town, South Africa, and identified key management to operate the business unit. On August 30, 2019, the Company formed Enigma-Bulwark Risk Management, Inc., a Delaware corporation and wholly-owned subsidiary (“EBRM”), to maintain the Company’s security and risk management operations and assets. In addition, EBRM acquired 100% of the shares of Enigma-Bulwark Security, Inc., a Delaware corporation formed by the Company in May 2019 (“EBS”). The Company attracted key senior management talent with backgrounds in structured finance, insurance, management, and M&A. On August 8, 2019, EBS received its license to provide physical security officers from the Florida Department of Agriculture and Consumer Services, and commenced its security protection operations in southern Florida, providing security services to the hospitality industry, as well as large events and VIPs/celebrities. EBS services include security guards, both armed and unarmed, as well as CCTV and video capture technology and security consulting services. As of March 31, 2020, the Company was structured with four wholly-owned subsidiaries: Enigma-Bulwark Risk Management, Inc., a Delaware corporation, and PearTrack Systems Group, Ltd. (“PTSG”), Ecologic Products, Inc.{“EPI”), and Ecologic Car Rentals, Inc. (“ECR”), all Nevada corporations. The Company’s current business activities are diversified into two specific markets: security and risk management, and remote/mobile asset tracking products. The Company intends to provide a unique solution to security issues in the intermodal shipping container marketplace, with its patented container tracking and locking system, EnigmaLok (formerly PearLoxx), the rights of which were licensed to the Company in perpetuity in 2015. Through the subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc., the Company continues its pursuits for strategic opportunities for its shareholders, as management believes that the brands have value for companies with environmentally-friendly consumer-related products and services. Going Concern The Company has incurred losses since inception resulting in a current period net loss of $407,538, an accumulated deficit of $19,548,462, and a working capital deficit of $4,028,497 as of March 31, 2020, and further losses are anticipated. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms. There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the consolidated financial statements. The Company’s fiscal year end is December 31. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Estimates that are critical to the accompanying consolidated financial statements include the estimates related to asset impairments of long-lived assets and investments, classification of expenditures as either an asset or an expense, valuation of deferred tax assets, and the likelihood of loss contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are revised periodically, and the effects of revisions are reflected in the consolidated financial statements in the period it is determined to be necessary. Actual results could differ from these estimates. Fair Value Hierarchy The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following: Level 1: Level 2: Level 3: The Company’s investment in securities are classified as Level 1 assets, and were valued using the quoted prices in the active market (Note 3). Fair Value of Financial Instruments As of March 31, 2020, and December 31, 2019, respectively, the carrying values of Company’s Level 1 financial instruments including cash and cash equivalents, investments in securities, accounts receivable, accounts payable, and short-term debt approximate fair value. The fair value of Level 3 instruments is calculated as the net present value of expected cash flows based on externally provided or obtained inputs. Certain Level 3 instruments may also be based on sales prices of similar assets. The Company’s fair value calculations take into consideration the credit risk of both the Company and its counterparties as of the date of valuation. Cash and Cash Equivalents The Company considers cash in banks, deposits in transit, and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. As of March 31, 2020, and December 31, 2019, the Company had no cash equivalents. Accounts Receivable Accounts receivable are stated net of an allowance for doubtful accounts. The accounts receivable balance primarily includes amounts from customers of the Company’s security services. Charges to bad debt are based on both historical write-offs and specifically identified receivables. As of March 31, 2020, and December 31, 2019, no allowance for doubtful accounts was established. Investments in Securities Investments in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee's board of directors, are considered in determining whether the equity method is appropriate. All other equity investments, which consist of investments for which the Company does not possess the ability to exercise significant influence, are accounted for under the mark to market method. Under the mark to market method of accounting, investments are marked to market, with unrealized gains and losses being excluded from earnings and reflected as a component of other comprehensive income. Property and Equipment Property and equipment is carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repairs and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of the Company’s property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5 to 7 years. Intangible Assets Product processes, patents and customer lists are amortized on a straight-line basis over their estimated useful lives between 4 to 20 years. Application development stage costs for significant internally developed software projects are capitalized and amortized on a straight-line basis over the useful life, between 2 to 5 years. Costs to extend and maintain patents and trademarks are charged directly to expense as incurred. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. Due to the Company’s recurring losses and lack of revenue from its intellectual properties, its intellectual properties were evaluated for impairment, and it was determined that expected future cash flows were sufficient for recoverability of the assets at March 31, 2020, and December 31, 2019. Convertible Debt The Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method. Revenue Recognition Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. The Company’s revenue is generated from customer contracts for its security services operations. As of March 31, 2020, the Company has not generated revenues from the commercialization of its intellectual properties. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. As of March 31, 2020, the Company had not yet filed its 2013 through 2019 annual corporate income tax returns, which were filed in April 2022. Due to the Company’s recurring losses, no corporate income taxes are due for these periods. Net Income (Loss) Per Common Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when anti-dilutive, common stock equivalents, if any, are not considered in the computation. Other Comprehensive Income (Loss) Other comprehensive income includes unrealized gains and losses on securities available for sale, and unrealized gains and losses resulting from foreign exchange differences. During the three months ended March 31, 2020 and 2019, respectively, other comprehensive losses of $0 and $1,206 have been recognized. As of March 31, 2020 and 2019, respectively, other comprehensive losses of $4,152 and $4,152 has been accumulated . Unrealized Foreign Currency Exchange Unrealized Securities Gains (Losses) Total Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2018 $ 6,703 $ (9,649 ) $ (2,946 ) Gain (loss) -- (1,206 ) (1,206 ) Balance, March 31, 2019 $ 6,703 $ (10,855 ) $ (4,152 ) Balance, December 31, 2019 $ 6,703 $ (10,855 ) $ (4,152 ) Gain (loss) -- -- -- Balance, March 31, 2020 $ 6,703 $ (10,855 ) $ (4,152 ) Stock Based Compensation The Company records stock-based compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. Recent Accounting Pronouncements The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: Adopted: In February 2016, the FASB issued ASU No. 2016-02, Leases. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The ASU is effective for the Company beginning January 1, 2019, with early adoption permitted. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. ASU 2017-11 also addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification ® In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for the Company for annual periods beginning after December 15, 2018, and interim periods. Early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842), Targeted Improvements. ASU 2018-11 addresses certain issues in implementing ASU 2016-02, Leases, which was issued to increase transparency ad comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing transaction. ASU 2018-11 clarifies 1) comparative reporting requirements for initial adoption; and 2) for lessors only, separating lease and non-lease components in a contract and allocating the consideration in the contract to the separate components. The amendments in this Update related to separating components of a contract affect the amendments in Update 2016-02, which is effective for the Company for annual periods beginning after December 15, 2018, and interim periods. Early adoption is permitted. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. ASU 2018-13 is effective for the Company for annual periods beginning after December 15, 2019, and interim periods. Early adoption is permitted. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40). ASU 2018-15 was issued to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. ASU 2018-15 is effective for the Company for annual periods beginning after December 15, 2019, and interim periods. Early adoption is permitted. Not Yet Adopted: In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). ASU 2019-12 was issued to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for the Company for annual periods beginning after December 15, 2020, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. ASU 2020-01 clarifies certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815. These amendments improve current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. ASU 2020-01 is effective for the Company for annual periods beginning after December 15, 2020, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. Recently Issued Accounting Standards Updates: There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Investment in Securities
Investment in Securities | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Investment in Securities | NOTE 3. INVESTMENT IN SECURITIES As of March 31, 2020, and December 31, 2019, the Company held 12,061,854 shares of Amazonas Florestal, Ltd. (OTC:AZFL) common stock. The securities are classified as Level 1 investments (Note 2, Fair Value Hierarchy), and are valued using the quoted market prices. During the three months ended March 31, 2020 and 2019, respectively, $0 and $1,206 in unrealized losses were recognized and included as part of comprehensive income (loss). As of March 31, 2020, and December 31, 2019, respectively, $10,855 and $10,855 in cumulative unrealized losses were recognized, and the securities held a fair value of $1,207 and $1,207. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Property and Equipment | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment consists of the following: March 31, 2020 December 31, 2019 Office equipment $ 2,362 $ 2,362 Accumulated depreciation (2,242 ) (2,124 ) Property and equipment, net $ 120 $ 238 During the three months ended March 31, 2020 and 2019, respectively, $118 and $118 in depreciation was expensed. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Intangible Assets | NOTE 5. INTANGIBLE ASSETS Intangible assets consists of the following: March 31, 2020 December 31, 2019 Intellectual property $ 31,500 $ 31,500 Accumulated amortization (2,334 ) (1,934 ) Intellectual property, net 29,166 29,566 During the three months ended March 31, 2020 and 2019, respectively, $400 and $400 in amortization was expensed. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Accounts Payable and Accrued Expenses | NOTE 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of: March 31, 2020 December 31, 2019 Accounts payable-vendors $ 754,484 $ 745,469 Accrued payroll and taxes 191,955 151,096 Accrued interest 1,175,212 1,110,480 Payroll taxes payable 200 -- Sales tax payable 46,120 36,726 Other liabilities 15,409 779 Total accounts payable and accrued expenses $ 2,183,380 $ 2,044,550 |
Notes and Loans Payable
Notes and Loans Payable | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Notes and Loans Payable | NOTE 7. NOTES AND LOANS PAYABLE Notes and loans payable consists of the following: March 31, 2020 December 31, 2019 Loans payable $ 44,605 $ 44,605 Notes payable, short term 125,000 125,000 Sub-total 169,605 169,605 Notes payable, short-term, convertible 500,000 500,000 Total notes and loans payable, short-term 669,605 669,605 Notes payable, long-term, convertible 426,464 -- Total $ 1,096,069 $ 669,605 Notes payable includes the following convertible promissory notes at March 31, 2020, and December 31, 2019: Description Principal Interest Rate (%) Conversion Rate Maturity Date Matrix Advisors, Inc. $ 500,000 5 $0.25 12/31/2015 [1] John Macey 426,464 4 $0.25 12/31/2023 Total convertible notes payable $ 926,464 [1] No change in terms of promissory note due to breach. The debt was converted in November 2021. During the three months ended March 31, 2020, and the year ended December 31, 2019, respectively, interest in the amount of $17,218 and $52,000 was expensed, and $62,880 and $0 was reclassified from related party interest. As of March 31, 2020, and December 31, 2019, respectively, interest in the amount of $483,164 and $403,066 has been accrued and is included as part of accrued expenses on the accompanying consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Related Party Transactions | NOTE 8. RELATED PARTY TRANSACTIONS Related party transactions consists of the following: March 31, 2020 December 31, 2019 Note payable, short term $ 21,000 $ 21,000 Less: unamortized discount (499 ) (796 ) 20,501 20,204 Notes payable, convertible, short-term 1,379,901 1,234,151 Less: unamortized discounts (185,162 ) (134,903 ) 1,194,739 1,099,248 Notes payable, convertible, long-term 3,153,731 3,477,310 Less: unamortized discounts (651,447 ) (620,754 ) 2,502,284 2,856,556 Total notes payable 3,717,524 3,976,008 Accrued compensation 191,164 134,566 Reimbursable expenses/cash advances payable 147,378 152,400 Total related party payable 338,542 289,068 Total related party transactions $ 4,056,066 4,262,974 Related party notes payable consists of the following convertible notes payable at March 31, 2020, and December 31, 2019: Description Principal Interest Rate Conversion Price Maturity Date Short-term: Huntington Chase Financial Group $ 399,913 7 $0.05 1 year from demand [1] Huntington Chase LLC 340,000 5 $0.05 12/31/2023 William Nesbitt 85,817 5 $0.05 Funding [2] Kasper Group, Ltd. 188,755 7 $0.05 1 year from demand David Rocke 100,000 5 20-day average [3] Funding [2] Michael Gabriele 160,416 5 20-day average [3] Funding [2] Clive Oosthuizen 105,000 5 $0.05 Funding [2] Total short-term 1,379,901 Long-term: Huntington Chase Financial Group 1,123,000 5 $0.05 12/31/2021 E. William Withrow Jr. 893,256 5 $0.05 12/31/2021 Calli R. Bucci 737,670 5 $0.05 12/31/2024 Kyle W. Withrow 239,610 5 $0.05 12/31/2024 Yinuo Jiang 159,995 5 $0.05 12/31/2024 Total long-term 3,153,731 Total convertible notes payable $ 4,533,632 [1] No demand has been made [2] The requisite funding goals for repayment have not been met. [3] Shares issuable upon conversion not to exceed one percent (1%) of the Company’s issued and outstanding shares of Common Stock. Effective conversion price at 03/31/2020 is $0.22 per share. All outstanding promissory notes to related parties bear interest at a rate of 5 to 7 percent per annum, are due and payable within between one (1) year of written demand to December 31, 2024, or upon certain equity funding, and are convertible into the Company’s common stock at a price of between $0.05 to $0.25 per share, or the 20-day average trading price. As of March 31, 2020, and December 31, 2019, respectively, affiliates and related parties are due a total of $4,056,066 and $4,262,974, which is comprised of promissory notes to related parties, net of unamortized discounts, in the amount of $3,717,524 and $4,731,665; accrued compensation in the amount of $191,164 and $134,566; and reimbursable expenses/cash advances to the Company in the amount of $147,378 and $152,400; for a net increase (decrease) of ($206,908) and $292,008. During the three months ended March 31, 2020, and the year ended December 31, 2019, respectively, promissory notes to related parties increased (decreased) by ($177,829) and $1,559,756, unamortized discounts increased by $80,655 and $756,453, accrued compensation increased (decreased) by $56,598 and ($510,989), and reimbursable expenses/cash advances decreased by $5,022 and $306. During the three months ended March 31, 2020, and the year ended December 31, 2019, respectively, promissory notes to related parties, net of unamortized discounts, increased (decreased) by ($258,484) and $803,303 as a result of an increase in accrued compensation owed to related parties in the amount of $251,635 and $1,465,261 converted to convertible promissory notes; $0 and $110,995 converted from non-related party accrued compensation; $426,464 and $0 reclassified to non-related party promissory notes; $0 and $50,000 in cash loans to the Company; $3,000 and $66,500 in cash repayments; and an increase in unamortized discount in the amount of $80,655 and $756,453. During the three months ended March 31, 2020, and the year ended December 31, 2019, respectively, $363,233 and $959,772 in related party compensation was accrued, $251,635 and $1,465,261 was converted into convertible promissory notes; $55,000 and $0 was reclassified to non-related party accrued compensation; and $0 and $5,500 in cash payments were made; During the three months ended March 31, 2020 and the year ended December 31, 2019, respectively, reimbursable expenses/cash advances owed to related parties decreased by $5,022 and $306 as a result of an increase in cash loans to the Company and expenses paid by related parties on behalf of the Company in the amount of $0 and $3,281; repayments to related parties in the amount of $0 and $3,587; and $5,022 and $0 reclassified to non-related party accrued expenses. During the three months ended March 31, 2020, and the year ended December 31, 2019, respectively, $56,333 and $190,808 in interest on related party loans was expensed; $62,880 and $0 was reclassified to non-related party accrued interest; and $8,818 and $15,339 was paid to the note holder. As of March 31, 2020, and December 31, 2019, respectively, $692,049 and $707,414 in interest on related party loans has been accrued, and is included as part of accrued expenses on the accompanying consolidated balance sheets. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Capital Stock | NOTE 9. CAPITAL STOCK The total number of authorized shares of common stock that may be issued by the Company is 250,000,000 shares with a par value of $0.001; and the total number of authorized preferred stock is 25,000,000 shares with a par value of $0.001. As of March 31, 2020, and December 31, 2019, the Company had 108,239,317 shares of Common Stock issued and outstanding. |
Stock Options and Awards
Stock Options and Awards | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Stock Options and Awards | NOTE 10. STOCK OPTIONS AND AWARDS Stock Options As of March 31, 2020 and December 31, 2019, the Company had 6,665,069 stock options issued and outstanding. Outstanding and Exercisable Options Remaining Exercise Price Number of Contractual Life times Number Weighted Average Exercise Price Shares (in years) of Shares Exercise Price $0.005 4,812,569 4.35 $ 24,063 $0.16 $0.05 1,250,000 4.40 62,500 $0.04 $0.10 500,000 3.80 50,000 $0.63 $3.20 102,500 1.05 328,000 $3.20 6,665,069 $ 464,563 $1.20 Options Activity Number Weighted Average of Shares Exercise Price Outstanding at December 31, 2019 6,665,069 $1.20 Granted -- -- Exercised -- -- Expired / Cancelled -- -- Outstanding at March 31, 2020 6,665,069 $120 During the three months ended March 31, 2020, and the year ended December 31, 2019, $52 and $28,017 in stock option amortization was expensed. There remained $28,381 and $28,433 in deferred stock option compensation at March 31, 2020 and December 31, 2019, respectively, to be expensed over the next twenty-seven (27) months. Restricted Stock Awards During the three months ended March 31, 2020, and the year ended December 31, 2019, respectively, 83,333 and 333,334 restricted stock awards vested, for which $750 and $3,000 in deferred stock compensation was expensed. As of March 31, 2020, and December 31, 2019, respectively, 500,000 and 583,333 shares remain to be vested, and $4,500 and $5,250 deferred stock compensation remains to be expensed over the next eighteen (18) months. Restricted Stock Awards Activity Number Deferred of Shares Compensation Outstanding at December 31, 2018 916,667 $ 8,250 Granted -- -- Vested (333,334 ) (3,000 ) Forfeited/Canceled -- -- Outstanding at December 31, 2019 583,333 5,250 Granted -- -- Vested (83,333 ) (750 ) Forfeited/Canceled -- -- Outstanding at March 31, 2020 500,000 $ 4,500 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Segment Reporting | NOTE 11. SEGMENT REPORTING The Company currently operates with two (2) business segments: Security Services and Corporate/Intellectual Property. The following table is a reconciliation of the Company’s business segments to the consolidated financial statements: Security Services [1] Corporate/ Intellectual Property Consolidated Totals March 31, 2020 Revenue $ 494,138 $ -- $ 494,138 Gross profit 122,395 -- 122,395 Operating income (loss) 64,691 (354,603 ) (289,912 ) Depreciation and amortization -- 518 518 Interest expense -- 73,550 73,550 Discount amortization -- 44,076 44,076 Unrealized losses -- -- -- Total assets 378,665 37,197 415,862 March 31, 2019 Revenue $ -- $ -- $ -- Gross profit -- -- -- Operating loss -- (155,311 ) (155,311 ) Depreciation and amortization -- 518 518 Interest expense -- 53,858 53,858 Discount amortization -- -- -- Unrealized losses -- (1,206 ) (1,206 ) Total assets -- 38,365 38,365 [1] Security Services Segment commenced August 2019. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Subsequent Events | NOTE 12. SUBSEQUENT EVENTS The Company has evaluated the events and transactions for recognition or disclosure subsequent to March 31, 2020, and has determined that there have been no events that would require disclosure, with the exception of the following: During the period April 1, 2020 to December 31, 2022, the Company increased its loans from related parties by $1,948,803, from a total of $4,056,066 at March 31, 2020, to $6,004,869 at December 31, 2022. The increase represents (a) an increase in promissory notes in the amount of $1,771,647, as a result of (i) $2,252,949 converted from accrued compensation, (ii) an increase in discounts resulting from beneficial conversion features of $170,916, (iii) a decrease in unamortized discount of $697,146, (iv) $521,557 converted to common stock, and (v) payments to related parties in the amount of $485,975; (b) an increase in accrued compensation of $287,559 as a result of (i) $2,596,480 in accrued compensation, of which $2,252,949 was converted into promissory notes, and (ii) payments to related parties in the amount of $55,972; and (c) a decrease in reimbursable expenses and cash advances to the Company of $110,403. All outstanding related party promissory notes bear interest at a rate of 5 to 7 percent per annum, are due and payable between one (1) year of written demand and December 31, 2024, or upon certain equity funding, and are convertible into the Company’s common stock at a price of between $0.05 to $0.25 per share, or the 20-day average trading price. On September 8, 2020, the Company, through its wholly-owned subsidiary, Enigma-Bulwark Risk Management, Inc., entered into a Joint Venture Agreement (the “JV Agreement”) with Prime African Security, Ltd., a South African corporation (“Prime”), to provide security and risk management services in South Africa. The joint venture formed Prime Enigma Africa (Pty) Ltd., a South African corporation (the “Joint Venture”), for which Prime owns 51% of the common stock and the Company owns 49%. The JV Agreement is for an initial term of three (3) years, and automatically renews unless canceled in writing by either party. On August 31, 2021, in connection with the conversion of related party debt in the amount of $1,238,251, the Company issued an aggregate of 23,066,991 shares of its restricted Common Stock to six (6) related parties, including three (3) officers, of which $941,096 was at a conversion price of $0.05 per share, and $297,155 was at a conversion price of $0.07 per share. On November 5, 2021, in connection with the conversion of debt in the amount of $696,301, the Company issued 2,785,205 shares of its restricted Common Stock at a conversion price of $0.25 per share. On January 1, 2022, in connection with a consulting agreement, the Company issued 2,500,000 shares of restricted common stock at $0.001 per share for cash in the amount of $2,500. Legal Proceedings: On March 10, 2022, Mr. Michael Gabriele and Mr. David Rocke filed a lawsuit against the Company, as well as Enigma-Bulwark Risk Management, Inc., its wholly owned subsidiary (“EBRM”), Edward W. Withrow III, beneficial shareholder and consultant, Kyle W. Withrow, former Chief Executive Officer and President, and Calli Bucci, Chief Financial Officer and board member, in the United States District Court, Central District of California, for an amount exceeding $75,000. The Company is vigorously defending against this action, and has filed counterclaims that include possible fraud in the inducement and breach of contract committed by Mr. Michael Gabriele, former President of EBRM, and Mr. David Rocke, former consultant and board member. In March 2023, the lawsuit was committed to binding arbitration. Management Changes: On January 12, 2021, Mr. John L. Ogden resigned as a Board member. This resignation did not involve any disagreement with the Company. Mr. Kyle W. Withrow, the Company’s President and Chief Executive Officer, succeeded him as a director until the next annual meeting of the shareholders and/or until he, or his successor is duly appointed. On April 6, 2021, Mr. E. William Withrow Jr. resigned as Executive Chairman of the Board. His resignation did not involve any disagreement with the Company. Mr. Clive Oosthuizen, a Board member, and the President of the Company’s subsidiary, Enigma-Bulwark Risk Management, Inc., succeeded him. On April 6, 2021, Mr. Kyle W. Withrow resigned as the Company President and Chief Executive Officer, and as a Board member. His resignation did not involve any disagreement with the Company. Mr. Oosthuizen succeeded him as President and Chief Executive Officer until the next annual meeting of the shareholders and/or until he, or his successor, is duly appointed. The vacant Board member seat resulting from Mr. Withrow’s resignation will remain open until a new member is elected at the next annual meeting of the shareholders, or is duly appointed by the Board. On April 12, 2021, Mr. David Rocke resigned as a Board member and consultant. His resignation was preceded by the Company’s inquiry into Mr. Rocke’s performance in connection with his Consulting Agreement dated May 1, 2019. The vacant Board member seat resulting from Mr. Rocke’s resignation will remain open until a new member is elected at the next annual meeting of the shareholders, or is duly appointed by the Board. On April 12, 2021, Mr. Michael Gabriele resigned as President of Enigma-Bulwark Risk Management, Inc. and its subsidiaries. His resignation did not involve any disagreement with the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Basis of Presentation | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the consolidated financial statements. The Company’s fiscal year end is December 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Estimates that are critical to the accompanying consolidated financial statements include the estimates related to asset impairments of long-lived assets and investments, classification of expenditures as either an asset or an expense, valuation of deferred tax assets, and the likelihood of loss contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are revised periodically, and the effects of revisions are reflected in the consolidated financial statements in the period it is determined to be necessary. Actual results could differ from these estimates. |
Fair Value Hierarchy | Fair Value Hierarchy The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following: Level 1: Level 2: Level 3: The Company’s investment in securities are classified as Level 1 assets, and were valued using the quoted prices in the active market (Note 3). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of March 31, 2020, and December 31, 2019, respectively, the carrying values of Company’s Level 1 financial instruments including cash and cash equivalents, investments in securities, accounts receivable, accounts payable, and short-term debt approximate fair value. The fair value of Level 3 instruments is calculated as the net present value of expected cash flows based on externally provided or obtained inputs. Certain Level 3 instruments may also be based on sales prices of similar assets. The Company’s fair value calculations take into consideration the credit risk of both the Company and its counterparties as of the date of valuation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash in banks, deposits in transit, and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. As of March 31, 2020, and December 31, 2019, the Company had no cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated net of an allowance for doubtful accounts. The accounts receivable balance primarily includes amounts from customers of the Company’s security services. Charges to bad debt are based on both historical write-offs and specifically identified receivables. As of March 31, 2020, and December 31, 2019, no allowance for doubtful accounts was established. |
Investments in Securities | Investments in Securities Investments in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee's board of directors, are considered in determining whether the equity method is appropriate. All other equity investments, which consist of investments for which the Company does not possess the ability to exercise significant influence, are accounted for under the mark to market method. Under the mark to market method of accounting, investments are marked to market, with unrealized gains and losses being excluded from earnings and reflected as a component of other comprehensive income. |
Property and Equipment | Property and Equipment Property and equipment is carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repairs and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of the Company’s property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5 to 7 years. |
Intangible Assets | Intangible Assets Product processes, patents and customer lists are amortized on a straight-line basis over their estimated useful lives between 4 to 20 years. Application development stage costs for significant internally developed software projects are capitalized and amortized on a straight-line basis over the useful life, between 2 to 5 years. Costs to extend and maintain patents and trademarks are charged directly to expense as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. Due to the Company’s recurring losses and lack of revenue from its intellectual properties, its intellectual properties were evaluated for impairment, and it was determined that expected future cash flows were sufficient for recoverability of the assets at March 31, 2020, and December 31, 2019. |
Convertible Debt | Convertible Debt The Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method. |
Revenue Recognition | Revenue Recognition Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. The Company’s revenue is generated from customer contracts for its security services operations. As of March 31, 2020, the Company has not generated revenues from the commercialization of its intellectual properties. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. As of March 31, 2020, the Company had not yet filed its 2013 through 2019 annual corporate income tax returns, which were filed in April 2022. Due to the Company’s recurring losses, no corporate income taxes are due for these periods. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when anti-dilutive, common stock equivalents, if any, are not considered in the computation. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) Other comprehensive income includes unrealized gains and losses on securities available for sale, and unrealized gains and losses resulting from foreign exchange differences. During the three months ended March 31, 2020 and 2019, respectively, other comprehensive losses of $0 and $1,206 have been recognized. As of March 31, 2020 and 2019, respectively, other comprehensive losses of $4,152 and $4,152 has been accumulated . Unrealized Foreign Currency Exchange Unrealized Securities Gains (Losses) Total Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2018 $ 6,703 $ (9,649 ) $ (2,946 ) Gain (loss) -- (1,206 ) (1,206 ) Balance, March 31, 2019 $ 6,703 $ (10,855 ) $ (4,152 ) Balance, December 31, 2019 $ 6,703 $ (10,855 ) $ (4,152 ) Gain (loss) -- -- -- Balance, March 31, 2020 $ 6,703 $ (10,855 ) $ (4,152 ) |
Stock Based Compensation | Stock Based Compensation The Company records stock-based compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: Adopted: In February 2016, the FASB issued ASU No. 2016-02, Leases. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The ASU is effective for the Company beginning January 1, 2019, with early adoption permitted. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. ASU 2017-11 also addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification ® In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for the Company for annual periods beginning after December 15, 2018, and interim periods. Early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842), Targeted Improvements. ASU 2018-11 addresses certain issues in implementing ASU 2016-02, Leases, which was issued to increase transparency ad comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing transaction. ASU 2018-11 clarifies 1) comparative reporting requirements for initial adoption; and 2) for lessors only, separating lease and non-lease components in a contract and allocating the consideration in the contract to the separate components. The amendments in this Update related to separating components of a contract affect the amendments in Update 2016-02, which is effective for the Company for annual periods beginning after December 15, 2018, and interim periods. Early adoption is permitted. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. ASU 2018-13 is effective for the Company for annual periods beginning after December 15, 2019, and interim periods. Early adoption is permitted. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40). ASU 2018-15 was issued to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. ASU 2018-15 is effective for the Company for annual periods beginning after December 15, 2019, and interim periods. Early adoption is permitted. Not Yet Adopted: In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). ASU 2019-12 was issued to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for the Company for annual periods beginning after December 15, 2020, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. ASU 2020-01 clarifies certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815. These amendments improve current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. ASU 2020-01 is effective for the Company for annual periods beginning after December 15, 2020, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its consolidated financial statements and related disclosures. Recently Issued Accounting Standards Updates: There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Significant Accounting Polici_3
Significant Accounting Policies: Other Comprehensive Income (Loss): Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Comprehensive Income (Loss) | Unrealized Foreign Currency Exchange Unrealized Securities Gains (Losses) Total Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2018 $ 6,703 $ (9,649 ) $ (2,946 ) Gain (loss) -- (1,206 ) (1,206 ) Balance, March 31, 2019 $ 6,703 $ (10,855 ) $ (4,152 ) Balance, December 31, 2019 $ 6,703 $ (10,855 ) $ (4,152 ) Gain (loss) -- -- -- Balance, March 31, 2020 $ 6,703 $ (10,855 ) $ (4,152 ) |
Property and Equipment_ Schedul
Property and Equipment: Schedule of Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Property and Equipment | March 31, 2020 December 31, 2019 Office equipment $ 2,362 $ 2,362 Accumulated depreciation (2,242 ) (2,124 ) Property and equipment, net $ 120 $ 238 |
Intangible Assets_ Schedule of
Intangible Assets: Schedule of Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Intangible Assets | March 31, 2020 December 31, 2019 Intellectual property $ 31,500 $ 31,500 Accumulated amortization (2,334 ) (1,934 ) Intellectual property, net 29,166 29,566 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses: Schedule of Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Accounts Payable and Accrued Expenses | March 31, 2020 December 31, 2019 Accounts payable-vendors $ 754,484 $ 745,469 Accrued payroll and taxes 191,955 151,096 Accrued interest 1,175,212 1,110,480 Payroll taxes payable 200 -- Sales tax payable 46,120 36,726 Other liabilities 15,409 779 Total accounts payable and accrued expenses $ 2,183,380 $ 2,044,550 |
Notes and Loans Payable_ Schedu
Notes and Loans Payable: Schedule of Notes and Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Notes and Loans Payable | March 31, 2020 December 31, 2019 Loans payable $ 44,605 $ 44,605 Notes payable, short term 125,000 125,000 Sub-total 169,605 169,605 Notes payable, short-term, convertible 500,000 500,000 Total notes and loans payable, short-term 669,605 669,605 Notes payable, long-term, convertible 426,464 -- Total $ 1,096,069 $ 669,605 |
Notes and Loans Payable_ Sche_2
Notes and Loans Payable: Schedule of Convertible Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Convertible Debt | Description Principal Interest Rate (%) Conversion Rate Maturity Date Matrix Advisors, Inc. $ 500,000 5 $0.25 12/31/2015 [1] John Macey 426,464 4 $0.25 12/31/2023 Total convertible notes payable $ 926,464 [1] No change in terms of promissory note due to breach. The debt was converted in November 2021. |
Related Party Transactions_ Sch
Related Party Transactions: Schedule of Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Related Party Transactions | March 31, 2020 December 31, 2019 Note payable, short term $ 21,000 $ 21,000 Less: unamortized discount (499 ) (796 ) 20,501 20,204 Notes payable, convertible, short-term 1,379,901 1,234,151 Less: unamortized discounts (185,162 ) (134,903 ) 1,194,739 1,099,248 Notes payable, convertible, long-term 3,153,731 3,477,310 Less: unamortized discounts (651,447 ) (620,754 ) 2,502,284 2,856,556 Total notes payable 3,717,524 3,976,008 Accrued compensation 191,164 134,566 Reimbursable expenses/cash advances payable 147,378 152,400 Total related party payable 338,542 289,068 Total related party transactions $ 4,056,066 4,262,974 |
Related Party Transactions_ S_2
Related Party Transactions: Schedule of Convertible Notes Payable-Related Party (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable-Related Party | Description Principal Interest Rate Conversion Price Maturity Date Short-term: Huntington Chase Financial Group $ 399,913 7 $0.05 1 year from demand [1] Huntington Chase LLC 340,000 5 $0.05 12/31/2023 William Nesbitt 85,817 5 $0.05 Funding [2] Kasper Group, Ltd. 188,755 7 $0.05 1 year from demand David Rocke 100,000 5 20-day average [3] Funding [2] Michael Gabriele 160,416 5 20-day average [3] Funding [2] Clive Oosthuizen 105,000 5 $0.05 Funding [2] Total short-term 1,379,901 Long-term: Huntington Chase Financial Group 1,123,000 5 $0.05 12/31/2021 E. William Withrow Jr. 893,256 5 $0.05 12/31/2021 Calli R. Bucci 737,670 5 $0.05 12/31/2024 Kyle W. Withrow 239,610 5 $0.05 12/31/2024 Yinuo Jiang 159,995 5 $0.05 12/31/2024 Total long-term 3,153,731 Total convertible notes payable $ 4,533,632 [1] No demand has been made [2] The requisite funding goals for repayment have not been met. [3] Shares issuable upon conversion not to exceed one percent (1%) of the Company’s issued and outstanding shares of Common Stock. Effective conversion price at 03/31/2020 is $0.22 per share. |
Stock Options and Awards_ Outst
Stock Options and Awards: Outstanding and Exercisable Options (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Outstanding and Exercisable Options | Outstanding and Exercisable Options Remaining Exercise Price Number of Contractual Life times Number Weighted Average Exercise Price Shares (in years) of Shares Exercise Price $0.005 4,812,569 4.35 $ 24,063 $0.16 $0.05 1,250,000 4.40 62,500 $0.04 $0.10 500,000 3.80 50,000 $0.63 $3.20 102,500 1.05 328,000 $3.20 6,665,069 $ 464,563 $1.20 |
Stock Options and Awards_ Sched
Stock Options and Awards: Schedule of Stock Options Activity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Stock Options Activity | Options Activity Number Weighted Average of Shares Exercise Price Outstanding at December 31, 2019 6,665,069 $1.20 Granted -- -- Exercised -- -- Expired / Cancelled -- -- Outstanding at March 31, 2020 6,665,069 $120 |
Stock Options and Awards_ Sch_2
Stock Options and Awards: Schedule of Restricted Stock Awards Activity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Restricted Stock Awards Activity | Restricted Stock Awards Activity Number Deferred of Shares Compensation Outstanding at December 31, 2018 916,667 $ 8,250 Granted -- -- Vested (333,334 ) (3,000 ) Forfeited/Canceled -- -- Outstanding at December 31, 2019 583,333 5,250 Granted -- -- Vested (83,333 ) (750 ) Forfeited/Canceled -- -- Outstanding at March 31, 2020 500,000 $ 4,500 |
Segment Reporting_ Schedule of
Segment Reporting: Schedule of Segment Reporting Information, by Segment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Segment Reporting Information, by Segment | Security Services [1] Corporate/ Intellectual Property Consolidated Totals March 31, 2020 Revenue $ 494,138 $ -- $ 494,138 Gross profit 122,395 -- 122,395 Operating income (loss) 64,691 (354,603 ) (289,912 ) Depreciation and amortization -- 518 518 Interest expense -- 73,550 73,550 Discount amortization -- 44,076 44,076 Unrealized losses -- -- -- Total assets 378,665 37,197 415,862 March 31, 2019 Revenue $ -- $ -- $ -- Gross profit -- -- -- Operating loss -- (155,311 ) (155,311 ) Depreciation and amortization -- 518 518 Interest expense -- 53,858 53,858 Discount amortization -- -- -- Unrealized losses -- (1,206 ) (1,206 ) Total assets -- 38,365 38,365 |
Overview and Nature of Busine_2
Overview and Nature of Business: Going Concern (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Details | |||
Net Loss | $ 407,538 | $ 210,375 | |
Accumulated Deficit | 19,548,462 | $ 19,140,924 | |
Working Capital Deficit | $ 4,028,497 |
Significant Accounting Polici_4
Significant Accounting Policies: Property and Equipment (Details) | Mar. 31, 2020 |
Minimum | |
Useful Life (Yrs) | 5 years |
Maximum | |
Useful Life (Yrs) | 7 years |
Significant Accounting Polici_5
Significant Accounting Policies: Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Minimum | |
Useful Life (Yrs) | 4 years |
Useful Life (Yrs) | 2 years |
Maximum | |
Useful Life (Yrs) | 20 years |
Useful Life (Yrs) | 5 years |
Significant Accounting Polici_6
Significant Accounting Policies: Other Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Details | ||
Comprehensive Income (Loss) | $ 0 | $ 1,206 |
Comprehensive Income (Loss) | $ 4,152 | $ 4,152 |
Significant Accounting Polici_7
Significant Accounting Policies: Other Comprehensive Income (Loss): Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Unrealized Foreign Currency Exchange | ||
Balance | $ 6,703 | $ 6,703 |
Gain (loss) | 0 | 0 |
Balance | 6,703 | 6,703 |
Unrealized Securities Gains (Losses) | ||
Balance | (10,855) | (9,649) |
Gain (loss) | 0 | (1,206) |
Balance | (10,855) | (10,855) |
Balance | (4,152) | (2,946) |
Gain (loss) | 0 | (1,206) |
Balance | $ (4,152) | $ (4,152) |
Investment in Securities (Detai
Investment in Securities (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Securities, Unrealized Gain (Loss) | $ 0 | $ 1,206 | |
Securities, Unrealized Gain (Loss), Cumulative | $ 10,855 | $ 10,855 | |
OTC:AZFL Common Stock | |||
Securities, Shares Held | 12,061,854 | ||
Securities, Fair Value | $ 1,207 | $ 1,207 |
Property and Equipment_ Sched_2
Property and Equipment: Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||
Office Equipment | $ 2,362 | $ 2,362 |
Accumulated Depreciation | (2,242) | (2,124) |
Property and Equipment, Net | $ 120 | $ 238 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Details | ||
Depreciation Expense | $ 118 | $ 118 |
Intangible Assets_ Schedule o_2
Intangible Assets: Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||
Intellectual Property, Unencumbered | $ 31,500 | $ 31,500 |
Accumulated Amortization | (2,334) | (1,934) |
Intellectual Property, Unemcumbered, Net | $ 29,166 | $ 29,566 |
Intangible Assets_ Amortization
Intangible Assets: Amortization Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Details | ||
Amortization of Intangible Assets | $ 400 | $ 400 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses: Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||
Accounts Payable-Vendors | $ 754,484 | $ 745,469 |
Accrued Payroll and Taxes | 191,955 | 151,096 |
Accrued Interest | 1,175,212 | 1,110,480 |
Payroll taxes payable | 200 | 0 |
Sales tax payable | 46,120 | 36,726 |
Other liabilities | 15,409 | 779 |
Total Accounts Payable and Accrued Expenses | $ 2,183,380 | $ 2,044,550 |
Notes and Loans Payable_ Sche_3
Notes and Loans Payable: Schedule of Notes and Loans Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||
Loans Payable | $ 44,605 | $ 44,605 |
Notes Payable-Short Term | 125,000 | 125,000 |
Sub-total | 169,605 | 169,605 |
Notes Payable-Short Term-Convertible | 500,000 | 500,000 |
Total Notes and Loans Payable-Short Term | 669,605 | 669,605 |
Notes payable, long-term, convertible | 426,464 | 0 |
Total Notes and Loans Payable | $ 1,096,069 | $ 669,605 |
Notes and Loans Payable_ Sche_4
Notes and Loans Payable: Schedule of Convertible Debt (Details) | 3 Months Ended |
Mar. 31, 2020 USD ($) $ / shares | |
John Macey | |
Principal | $ 426,464 |
Interest Rate (%) | 4% |
Conversion Rate | $ / shares | $ 0.25 |
Maturity Date | Dec. 31, 2023 |
Convertible Note, 5% | |
Principal | $ 500,000 |
Interest Rate (%) | 5% |
Conversion Rate | $ / shares | $ 0.25 |
Maturity Date | Dec. 31, 2015 |
Convertible Note, Total | |
Principal | $ 926,464 |
Notes and Loans Payable_ Accrue
Notes and Loans Payable: Accrued Interest (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Details | |||
Interest Expense | $ 17,218 | $ 52,000 | |
Accrued Interest, From Related Pty | 62,880 | $ 0 | |
Accrued Interest | $ 483,164 | $ 403,066 |
Related Party Transactions_ S_3
Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||
Note payable, short term | $ 21,000 | $ 21,000 |
Less: unamortized discount | (499) | (796) |
Note payable, short-term, net | 20,501 | 20,204 |
Notes payable, convertible, short-term | 1,379,901 | 1,234,151 |
Less: unamortized discounts | (185,162) | (134,903) |
Notes payable, convertible, short-term, net | 1,194,739 | 1,099,248 |
Notes payable, convertible, long-term | 3,153,731 | 3,477,310 |
Less: unamortized discounts | (651,447) | (620,754) |
Notes payable, convertible, long-term, net | 2,502,284 | 2,856,556 |
Total notes payable, net of unamortized discounts | 3,717,524 | 3,976,008 |
Accrued Compensation | 191,164 | 134,566 |
Reimbursable expenses/cash advances payable | 147,378 | 152,400 |
Total Related Party Payable | 338,542 | 289,068 |
Total related party transactions | $ 4,056,066 | $ 4,262,974 |
Related Party Transactions_ S_4
Related Party Transactions: Schedule of Convertible Notes Payable-Related Party (Details) | 3 Months Ended |
Mar. 31, 2020 USD ($) | |
Huntington Chase Financial Group | |
Convertible Notes Payable, Principal | $ 399,913 |
Convertible Notes Payable, Interest Rate | 7% |
Convertible Notes Payable, Conversion Price | $0.05 |
Convertible Notes Payable, Maturity | 1 year from demand |
Convertible Notes Payable, Principal | $ 340,000 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $0.05 |
Convertible Notes Payable, Maturity | 12/31/2023 |
William Nesbitt | |
Convertible Notes Payable, Principal | $ 85,817 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $0.05 |
Convertible Notes Payable, Maturity | Funding |
Kasper Group, Ltd | |
Convertible Notes Payable, Principal | $ 188,755 |
Convertible Notes Payable, Interest Rate | 7% |
Convertible Notes Payable, Conversion Price | $0.05 |
Convertible Notes Payable, Maturity | 1 year from demand |
David Rocke | |
Convertible Notes Payable, Principal | $ 100,000 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | 20-day average |
Convertible Notes Payable, Maturity | Funding |
Michael Gabriele | |
Convertible Notes Payable, Principal | $ 160,416 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | 20-day average |
Convertible Notes Payable, Maturity | Funding |
Clive Oosthuizen | |
Convertible Notes Payable, Principal | $ 105,000 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $0.05 |
Convertible Notes Payable, Maturity | Funding |
Short-term, Total | |
Convertible Notes Payable, Principal | $ 1,379,901 |
Huntington Chase Financial Group | |
Convertible Notes Payable, Principal | $ 1,123,000 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $0.05 |
Convertible Notes Payable, Maturity | 12/31/2021 |
Edward W. Withrow Jr | |
Convertible Notes Payable, Principal | $ 893,256 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $0.05 |
Convertible Notes Payable, Maturity | 12/31/2021 |
Calli R. Bucci | |
Convertible Notes Payable, Principal | $ 737,670 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $0.05 |
Convertible Notes Payable, Maturity | 12/31/2024 |
Kyle W. Withrow | |
Convertible Notes Payable, Principal | $ 239,610 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $0.05 |
Convertible Notes Payable, Maturity | 12/31/2024 |
Yinuo Jiang | |
Convertible Notes Payable, Principal | $ 159,995 |
Convertible Notes Payable, Interest Rate | 5% |
Convertible Notes Payable, Conversion Price | $0.05 |
Convertible Notes Payable, Maturity | 12/31/2024 |
Long-term, Total | |
Convertible Notes Payable, Principal | $ 3,153,731 |
Related Party Transactions_ Int
Related Party Transactions: Interest Rates (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Convertible Notes Payable, Interest Rate | 5% |
Minimum | |
Convertible Notes Payable, Interest Rate | 5% |
Maximum | |
Convertible Notes Payable, Interest Rate | 7% |
Related Party Transactions_ Con
Related Party Transactions: Conversion Price (Details) | Mar. 31, 2020 $ / shares |
Minimum | |
Convertible Notes Payable, Conversion Price | $ 0.05 |
Maximum | |
Convertible Notes Payable, Conversion Price | $ 0.25 |
Related Party Transactions_ Sum
Related Party Transactions: Summary (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Debt, Total | ||
Due to Related Parties, Beginning of Period | $ 4,262,974 | |
Increase (Decrease) During Period, Net | (206,908) | $ 292,008 |
Due to Related Parties, End of Period | 4,056,066 | 4,262,974 |
Loans Payable | ||
Due to Related Parties, Beginning of Period | 4,731,665 | |
Increase (Decrease), Discount Amortization | 80,655 | 756,453 |
Increase (Decrease) During Period, Net | (177,829) | 1,559,756 |
Due to Related Parties, End of Period | 3,717,524 | |
Accrued Compensation | ||
Due to Related Parties, Beginning of Period | 134,566 | |
Increase (Decrease), Accrued Compensation | 363,233 | 959,772 |
Increase (Decrease), Accrued Compensation, Converted to Note Payable | (251,635) | (1,465,261) |
Increase (Decrease), Payments to Related Parties | 0 | 5,500 |
Increase (Decrease) During Period, Net | 56,598 | (510,989) |
Due to Related Parties, End of Period | 191,164 | 134,566 |
Reimb Exp/Cash Advances | ||
Due to Related Parties, Beginning of Period | 152,400 | |
Increase (Decrease), Payments to Related Parties | 0 | |
Increase (Decrease), Cash Advances | 0 | 3,281 |
Increase (Decrease) During Period, Net | 5,022 | 306 |
Due to Related Parties, End of Period | 147,378 | |
Unamortized Discounts | ||
Increase (Decrease) During Period, Net | $ 80,655 | $ 756,453 |
Related Party Transactions_ Pro
Related Party Transactions: Promissory Notes (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Promissory Notes | ||
Increase (Decrease) During Period, Net | $ (258,484) | $ 803,303 |
Increase (Decrease), Notes Payable | 251,635 | 1,465,261 |
Increase (Decrease), From Non-Related Pty Accrued Comp | 0 | 110,995 |
Increase (Decrease), To Non-Related Pty Accrued Comp | 426,464 | 0 |
Increase (Decrease), Cash Advances | 0 | 50,000 |
Increase (Decrease), Payments to Related Parties | 3,000 | 66,500 |
Loans Payable | ||
Increase (Decrease) During Period, Net | (177,829) | 1,559,756 |
Increase (Decrease), Discount Amortization | $ 80,655 | $ 756,453 |
Related Party Transactions_ Acc
Related Party Transactions: Accrued Compensation (Details) - Accrued Compensation - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Increase (Decrease), Accrued Compensation | $ 363,233 | $ 959,772 |
Increase (Decrease), Accrued Compensation, Converted to Note Payable | (251,635) | (1,465,261) |
Increase (Decrease), To Non-Related Pty Accrued Comp | 55,000 | 0 |
Increase (Decrease), Payments to Related Parties | 0 | 5,500 |
Increase (Decrease) During Period, Net | $ 56,598 | $ (510,989) |
Related Party Transactions_ Rei
Related Party Transactions: Reimb Expenses & Cash Advances (Details) - Reimb Exp/Cash Advances - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Increase (Decrease) During Period, Net | $ 5,022 | $ 306 |
Increase (Decrease), Cash Advances | 0 | 3,281 |
Increase (Decrease), Payments to Related Parties | 0 | |
Increase (Decrease), To Non-Related Pty Accrued Expenses | $ (5,022) | $ 0 |
Related Party Transactions_ A_2
Related Party Transactions: Accrued Interest (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Accrued Interest, Related Party, Current Period | $ 56,333 | $ 190,808 |
Accrued Interest, To Related Pty | 62,880 | 0 |
Accrued Interest, Related Party, Current Period, Payments | 8,818 | 15,339 |
Accrued Interest, Related Party | $ 692,049 | $ 707,414 |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | 108,239,317 | 108,239,317 |
Stock Options and Awards (Detai
Stock Options and Awards (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) | |
Details | ||
Stock Options, Outstanding | shares | 6,665,069 | |
Stock Options, Grants, Deferred Compensation, Current Period Expense | $ 52 | $ 28,017 |
Stock Options, Grants, Deferred Compensation, Future Expense | $ 28,381 | $ 28,433 |
Stock Options, Grants, Deferred Compensation, Amortization Period (Mos) | 27 |
Stock Options and Awards_ Out_2
Stock Options and Awards: Outstanding and Exercisable Options (Details) | 3 Months Ended |
Mar. 31, 2020 USD ($) $ / shares shares | |
$0.005 | |
Stock Options, Number of Outstanding Options | shares | 4,812,569 |
Stock Options, Remaining Contractual Term | 4 years 4 months 6 days |
Stock Options, Exercise Price x Shares | $ | $ 24,063 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.16 |
$0.05 | |
Stock Options, Number of Outstanding Options | shares | 1,250,000 |
Stock Options, Remaining Contractual Term | 4 years 4 months 24 days |
Stock Options, Exercise Price x Shares | $ | $ 62,500 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.04 |
$0.10 | |
Stock Options, Number of Outstanding Options | shares | 500,000 |
Stock Options, Remaining Contractual Term | 3 years 9 months 18 days |
Stock Options, Exercise Price x Shares | $ | $ 50,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.63 |
$3.20 | |
Stock Options, Number of Outstanding Options | shares | 102,500 |
Stock Options, Remaining Contractual Term | 1 year 18 days |
Stock Options, Exercise Price x Shares | $ | $ 328,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 3.20 |
Stock Options and Awards_ Sch_3
Stock Options and Awards: Schedule of Stock Options Activity (Details) | 3 Months Ended |
Mar. 31, 2020 shares | |
Stock Options, Outstanding | 6,665,069 |
Stock Options | |
Stock Options, Outstanding | 6,665,069 |
Stock Options, Granted | 0 |
Stock Options, Exercised | 0 |
Stock Options, Expired/Canceled | 0 |
Stock Options, Outstanding | 6,665,069 |
Weighted Average Exercise Price | |
Stock Options, Outstanding | 1.20 |
Stock Options, Granted | 0 |
Stock Options, Exercised | 0 |
Stock Options, Expired/Canceled | 0 |
Stock Options, Outstanding | 120 |
Stock Options and Awards_ Restr
Stock Options and Awards: Restricted Stock Awards (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) shares | |
Details | ||
Restricted Stock Award, Vested, Shares | shares | 83,333 | 333,334 |
Restricted Stock Award, Vested, Value | $ | $ 750 | $ 3,000 |
Restricted Stock Award, Unvested, Shares | shares | 500,000 | 583,333 |
Restricted Stock Award, Unvested, Deferred Compensation | $ | $ 4,500 | $ 5,250 |
Restricted Stock Award, Remaining Amortization Period (Mos) | 18 |
Stock Options and Awards_ Sch_4
Stock Options and Awards: Schedule of Restricted Stock Awards Activity (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock Award | ||
Restricted Stock Awards, Outstanding | 583,333 | 916,667 |
Restricted Stock Awards, Granted | 0 | 0 |
Restricted Stock Awards, Vested | (83,333) | (333,334) |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | 0 |
Restricted Stock Awards, Outstanding | 500,000 | 583,333 |
Deferred Compensation | ||
Restricted Stock Awards, Outstanding | 5,250 | 8,250 |
Restricted Stock Awards, Granted | 0 | 0 |
Restricted Stock Awards, Vested | (750) | (3,000) |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | 0 |
Restricted Stock Awards, Outstanding | 4,500 | 5,250 |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Details | |
Number of Reportable Segments | 2 |
Segment Reporting_ Schedule o_2
Segment Reporting: Schedule of Segment Reporting Information, by Segment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenue | $ 494,138 | $ 0 | |
Operating income (loss) | (289,912) | (155,311) | |
Depreciation and amortization | 518 | 518 | |
Interest expense | 73,550 | $ 53,858 | |
Total assets | 415,862 | $ 339,481 | |
Security Services | |||
Revenue | 494,138 | 0 | |
Gross profit | 122,395 | 0 | |
Operating income (loss) | 64,691 | 0 | |
Depreciation and amortization | 0 | 0 | |
Interest expense | 0 | 0 | |
Discount amortization | 0 | 0 | |
Unrealized losses | 0 | 0 | |
Total assets | 378,665 | 0 | |
Corporate/Intellectual Property | |||
Revenue | 0 | 0 | |
Gross profit | 0 | 0 | |
Operating income (loss) | (354,603) | (155,311) | |
Depreciation and amortization | 518 | 518 | |
Interest expense | 73,550 | 53,858 | |
Discount amortization | 44,076 | 0 | |
Unrealized losses | 0 | (1,206) | |
Total assets | 37,197 | 38,365 | |
Consolidated | |||
Revenue | 494,138 | 0 | |
Gross profit | 122,395 | 0 | |
Operating income (loss) | (289,912) | (155,311) | |
Depreciation and amortization | 518 | 518 | |
Interest expense | 73,550 | 53,858 | |
Discount amortization | 44,076 | 0 | |
Unrealized losses | 0 | (1,206) | |
Total assets | $ 415,862 | $ 38,365 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended |
Mar. 31, 2020 USD ($) $ / shares shares | |
Related Party Transactions | |
Related Party Loans, Beginning, Date | Apr. 01, 2020 |
Related Party Loans, Increase | $ 1,948,803 |
Related Party Loans, Total, Beginning | 4,056,066 |
Related Party Loans, Total, Ending | $ 6,004,869 |
Related Party Loans, Ending, Date | Dec. 31, 2022 |
Related Party Loans, Increase, Promissory Notes, Total | $ 1,771,647 |
Related Party Loans, Increase, Promissory Notes, From Accrued Compensation | 2,252,949 |
Related Party Loans, Increase, Promissory Notes, BCF Discounts | 170,916 |
Related Party Loans, Decrease, Promissory Notes, Unamortized Discounts | 697,146 |
Related Party Loans, Decrease, Promissory Notes, Conversion to Stock | 521,557 |
Related Party Loans, Decrease, Promissory Notes, Payments to Related Parties | 485,975 |
Related Party Loans, Increase, Accrued Compensation, Total | 287,559 |
Related Party Loans, Increase, Accrued Compensation | 2,596,480 |
Related Party Loans, Decrease, Accrued Compensation, To Promissory Notes | 2,252,949 |
Related Party Loans, Decrease, Accrued Compensation, Payments To Related Parties | 55,972 |
Related Party Loans, Increase, Reimb Exps and Cash Advances, Total | $ 110,403 |
Related Party Transactions | Minimum | |
Related Party Loans, Interest Rates | 5% |
Related Party Loans, Convertible Notes Payable, Conversion Price | $ / shares | $ 0.05 |
Related Party Transactions | Maximum | |
Related Party Loans, Interest Rates | 7% |
Related Party Loans, Convertible Notes Payable, Conversion Price | $ / shares | $ 0.25 |
Joint Venture | |
Subsequent Event, Date | Sep. 08, 2020 |
Joint Venture, Minority | Enigma-Bulwark Risk Management, Inc. |
Joint Venture, Majority | Prime African Security, Ltd |
Joint Venture, Name | Prime Enigma Africa (Pty) Ltd. |
Joint Venture, Majority, % | 51% |
Joint Venture, Minority, % | 49% |
Joint Venture, Term (Yrs) | 3 |
Stock Issuance | |
Subsequent Event, Date | Aug. 31, 2021 |
Stock Issuance, Conversion of Debt, Total | $ 1,238,251 |
Stock Issuance, Shares | shares | 23,066,991 |
Stock Issuance, Conversion of Debt, Amount | $ 941,096 |
Stock Issuance, Conversion of Debt, Conversion Price | $ / shares | $ 0.05 |
Stock Issuance, Conversion of Debt, Amount | $ 297,155 |
Stock Issuance, Conversion of Debt, Conversion Price | $ / shares | $ 0.07 |
Stock Issuance | |
Subsequent Event, Date | Nov. 05, 2021 |
Stock Issuance, Shares | shares | 2,785,205 |
Stock Issuance, Conversion of Debt, Amount | $ 696,301 |
Stock Issuance, Conversion of Debt, Conversion Price | $ / shares | $ 0.25 |
Stock Issuance | |
Subsequent Event, Date | Jan. 01, 2022 |
Stock Issuance, Shares | shares | 2,500,000 |
Stock Issuance, Per Share | $ / shares | $ 0.001 |
Stock Issuance, Proceeds | $ 2,500 |