Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 02, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | Cruzani, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 1,725,342,313 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001381871 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-38392 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Interactive Data Current | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Total Assets | ||
Current Liabilities: | ||
Accounts payable | 326,400 | 316,400 |
Accrued interest | 1,150,820 | 1,193,596 |
Accrued officer compensation | 292,000 | 172,000 |
Notes payable, net of discounts of $77,004 and $35,547, respectively | 1,391,432 | 1,693,848 |
Derivative liabilities | 2,140,159 | 472,605 |
Loans payable | 254,500 | 254,500 |
Total Current Liabilities | 5,555,311 | 4,102,949 |
Total Liabilities | 5,555,311 | 4,102,949 |
Commitments and Contingencies (Note 9) | ||
STOCKHOLDERS’ DEFICIT: | ||
Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 shares issued and outstanding | 33,815 | 33,815 |
Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 shares issued and outstanding | 50 | 50 |
Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 shares issued and outstanding | 50,000 | 50,000 |
Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 shares issued and outstanding | 12 | 12 |
Series E Preferred stock, 500,000 shares authorized, par value $0.01; 34,985 and 53,000 shares issued and outstanding; respectively | 34,985 | 34,985 |
Series E Preferred stock to be issued | 166,331 | 140,831 |
Total preferred stock | 285,194 | 259,694 |
Common stock 3,000,000,000 shares authorized, $0.00001 par value; 1,339,044,282 and 297,041,945 shares issued and outstanding, respectively at December 31, 2020 and December 31,2019 | 13,390 | 2,970 |
Treasury stock, at cost - 2,917 shares | (773,500) | (773,500) |
Additional paid in capital | 76,679,297 | 75,958,049 |
Accumulated deficit | (81,759,691) | (79,575,663) |
Total Stockholders’ Deficit | (5,555,311) | (4,102,909) |
Total Liabilities and Stockholders’ Deficit |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible notes, net of discounts (in Dollars) | $ 77,004 | $ 35,547 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares issued | 1,339,044,282 | 297,041,945 |
Common stock, shares outstanding | 1,339,044,282 | 297,041,945 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,500,000 | 3,500,000 |
Preferred stock, shares issued | 3,381,520 | 3,381,520 |
Preferred stock, shares outstanding | 3,381,520 | 3,381,520 |
Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 5,000 | 5,000 |
Preferred stock, shares outstanding | 5,000 | 5,000 |
Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Series D Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 125,000 | 125,000 |
Preferred stock, shares issued | 125,000 | 125,000 |
Preferred stock, shares outstanding | 125,000 | 125,000 |
Series E Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 34,985 | 53,000 |
Preferred stock, shares outstanding | 34,985 | 53,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Expenses: | ||
Compensation expense | $ 120,000 | $ 120,000 |
General and administrative | 497,324 | 166,255 |
Professional fees | 48,325 | 104,930 |
Total operating expenses | 665,649 | 391,185 |
Loss from operations | (665,649) | (391,185) |
Other Income (Expense): | ||
Interest expense | (611,789) | (1,024,755) |
Change in fair value of derivatives | (1,837,933) | 19,557 |
Loss on receivables | (442,365) | |
Loss on issuance of convertible preferred stock | (194,547) | |
Gain on extinguishment of debt and accrued interest | 931,342 | 492,016 |
Loss on convertible notes | (46,250) | |
Total other income (expense) | (1,518,380) | (1,196,345) |
Loss before provision for income taxes | (2,184,029) | (1,587,530) |
Provision for income taxes | ||
Net Loss | $ (2,184,029) | $ (1,587,530) |
Basic loss per share (in Dollars per share) | $ (0.01) | $ (0.01) |
Basic weighted average shares outstanding (in Shares) | 488,903,229 | 197,963,314 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders’ Deficit - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Series E Preferred Stock | Series E Preferred Stock to be issued | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 53,000 | $ 140,831 | $ 734 | $ 75,544,112 | $ (773,500) | $ (77,988,132) | $ (2,939,077) |
Balance (in Shares) at Dec. 31, 2018 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 53,000 | 73,442,239 | |||||
Shares issued for extinguishment of convertible debt | $ 292 | 154,840 | 155,132 | ||||||||
Shares issued for extinguishment of convertible debt (in Shares) | 29,160,864 | ||||||||||
Net income (loss) | (131,631) | (131,631) | |||||||||
Balance at Mar. 31, 2019 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 53,000 | 140,831 | $ 1,026 | 75,698,952 | (773,500) | (78,119,763) | (2,915,577) |
Balance (in Shares) at Mar. 31, 2019 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 53,000 | 102,603,103 | |||||
Balance at Dec. 31, 2018 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 53,000 | 140,831 | $ 734 | 75,544,112 | (773,500) | (77,988,132) | (2,939,077) |
Balance (in Shares) at Dec. 31, 2018 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 53,000 | 73,442,239 | |||||
Net income (loss) | (1,587,530) | ||||||||||
Balance at Dec. 31, 2019 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 34,985 | 166,331 | $ 2,970 | 75,958,049 | (773,500) | (79,575,663) | (4,102,909) |
Balance (in Shares) at Dec. 31, 2019 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 34,985 | 297,041,945 | |||||
Balance at Mar. 31, 2019 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 53,000 | 140,831 | $ 1,026 | 75,698,952 | (773,500) | (78,119,763) | (2,915,577) |
Balance (in Shares) at Mar. 31, 2019 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 53,000 | 102,603,103 | |||||
Cash proceeds for Series E Preferred stock | $ 33,785 | 25,500 | 59,285 | ||||||||
Cash proceeds for Series E Preferred stock (in Shares) | 33,785 | ||||||||||
Shares issued for extinguishment of Preferred stock | $ 663 | 135,603 | 136,266 | ||||||||
Shares issued for extinguishment of Preferred stock (in Shares) | 66,331,384 | ||||||||||
Net income (loss) | (832,419) | (832,419) | |||||||||
Balance at Jun. 30, 2019 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 86,785 | 166,331 | $ 1,689 | 75,834,555 | (773,500) | (78,952,182) | (3,552,445) |
Balance (in Shares) at Jun. 30, 2019 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 86,785 | 168,934,487 | |||||
Shares issued for extinguishment of Preferred stock | $ (51,800) | $ 1,281 | 123,494 | 72,975 | |||||||
Shares issued for extinguishment of Preferred stock (in Shares) | (51,800) | 128,107,458 | |||||||||
Net income (loss) | 89,308 | 89,308 | |||||||||
Balance at Sep. 30, 2019 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 34,985 | 166,331 | $ 2,970 | 75,958,049 | (773,500) | (78,862,874) | (3,390,162) |
Balance (in Shares) at Sep. 30, 2019 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 34,985 | 297,041,945 | |||||
Net income (loss) | (712,789) | (712,789) | |||||||||
Balance at Dec. 31, 2019 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 34,985 | 166,331 | $ 2,970 | 75,958,049 | (773,500) | (79,575,663) | (4,102,909) |
Balance (in Shares) at Dec. 31, 2019 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 34,985 | 297,041,945 | |||||
Net income (loss) | (130,188) | (130,188) | |||||||||
Balance at Mar. 31, 2020 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 34,985 | 166,331 | $ 2,970 | 75,958,049 | (773,500) | (79,705,850) | (4,233,138) |
Balance (in Shares) at Mar. 31, 2020 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 34,985 | 297,041,945 | |||||
Balance at Dec. 31, 2019 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 34,985 | 166,331 | $ 2,970 | 75,958,049 | (773,500) | (79,575,663) | (4,102,909) |
Balance (in Shares) at Dec. 31, 2019 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 34,985 | 297,041,945 | |||||
Net income (loss) | (2,184,029) | ||||||||||
Balance at Dec. 31, 2020 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 34,985 | 166,331 | $ 13,390 | 76,665,430 | (773,500) | (81,759,691) | (5,555,311) |
Balance (in Shares) at Dec. 31, 2020 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 34,985 | 1,339,044,281 | |||||
Balance at Mar. 31, 2020 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 34,985 | 166,331 | $ 2,970 | 75,958,049 | (773,500) | (79,705,850) | (4,233,138) |
Balance (in Shares) at Mar. 31, 2020 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 34,985 | 297,041,945 | |||||
Shares issued for extinguishment of accrued interest | $ 733 | 31,998 | 32,732 | ||||||||
Shares issued for extinguishment of accrued interest (in Shares) | 73,343,869 | ||||||||||
Net income (loss) | (332,448) | (332,448) | |||||||||
Balance at Jun. 30, 2020 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 34,985 | 166,331 | $ 3,704 | 75,990,047 | (773,500) | (80,038,298) | (4,532,854) |
Balance (in Shares) at Jun. 30, 2020 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 34,985 | 370,385,814 | |||||
Shares issued for extinguishment of debt and accrued interest | $ 2,052 | 148,119 | 150,172 | ||||||||
Shares issued for extinguishment of debt and accrued interest (in Shares) | 205,217,291 | ||||||||||
Net income (loss) | (343,357) | (343,357) | |||||||||
Balance at Sep. 30, 2020 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 34,985 | 166,331 | $ 5,756 | 76,138,167 | (773,500) | (80,381,656) | (4,726,040) |
Balance (in Shares) at Sep. 30, 2020 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 34,985 | 575,603,105 | |||||
Shares issued for extinguishment of debt and accrued interest | $ 7,634 | 527,264 | 534,898 | ||||||||
Shares issued for extinguishment of debt and accrued interest (in Shares) | 763,441,176 | ||||||||||
Net income (loss) | (1,378,035) | (1,378,035) | |||||||||
Balance at Dec. 31, 2020 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 34,985 | $ 166,331 | $ 13,390 | $ 76,665,430 | $ (773,500) | $ (81,759,691) | $ (5,555,311) |
Balance (in Shares) at Dec. 31, 2020 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 34,985 | 1,339,044,281 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,184,029) | $ (1,587,530) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivatives | 1,837,933 | (19,557) |
Loss on convertible debt | 46,250 | |
Loss on receivables | 442,365 | |
Loss on issuance of convertible preferred stock | 194,547 | |
Financing note associated with 3a10 financing | 100,000 | |
Fees on extinguishment of debt | 15,225 | |
Reconciliation of debt balances | 257,824 | |
Issuance of non-cash consulting notes | 225,000 | |
Debt discount amortization | 131,143 | 296,259 |
Gain on extinguishment of debt and accrued interest | (931,342) | (492,016) |
Changes in Operating Assets and Liabilities: | ||
Other assets | (17,161) | |
Accounts payable | 10,000 | |
Accrued interest | 480,647 | 815,264 |
Accrued officer compensation | 120,000 | 104,000 |
Net Cash Used in Operating Activities | (37,600) | (117,579) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible debt | 37,600 | 4,000 |
Proceeds from loans | 25,500 | |
Preferred stock sold for cash | 86,500 | |
Net Cash Provided by Financing Activities | 37,600 | 116,000 |
Net Increase (Decrease) in Cash | (1,579) | |
Cash at Beginning of Year | 1,579 | |
Cash at End of Year | ||
Cash paid during the period for: | ||
Interest | ||
Income taxes | ||
Supplemental disclosure of non-cash activity: | ||
Common stock issued for conversion of debt and accrued interest | $ 359,596 | $ 155,432 |
Background
Background | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
BACKGROUND | NOTE 1 – BACKGROUND Organization Cruzani, Inc. (“Cruzani” or the “Company”) is currently evaluating strategic options. We have divested ourselves of our current assets and are currently performing due diligence on a wide variety of alternatives. Most recently, we were a franchise development company that builds and represents popular franchise concepts, and other related businesses, throughout the United States as well as international markets. The Company was originally formed as a limited liability company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the State of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. was a recreational power sports Original Equipment Manufacturer (“OEM”), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs. During 2017, the Company exited the recreational power sports OEM and leisure activity vehicles markets. On June 29, 2018, the Company filed Amended and Restated Articles of Incorporation with the State of Nevada to change its name to Cruzani, Inc. The name change is subject to approval by the Financial Industry Regulatory Authority (known as “FINRA”). On June 30, 2018, Supreme Sweets Acquisition Corp. (n/k/a Oventa, Inc.), a subsidiary of the Company, and the Company (collectively, the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Supreme Sweets Inc. and 2498411 Ontario, Inc., as sellers (collectively, the “Seller”), pursuant to which in exchange for CAD $200,000 and a twenty percent (20%) interest in Oventa, Inc., the Company agreed to acquire the trade secret assets of Seller upon the terms and subject to the conditions set forth in the Asset Purchase Agreement. A second closing occurred on July 31, 2018, pursuant to which the Company acquired the furniture, fixtures and equipment of Seller in exchange for CAD $100,000. Seller is engaged in the business of preparing delicious snacks, pastries and baked goods with high quality ingredients for exceptional taste, including low calorie and gluten-free alternatives. The Asset Purchase Agreement included a provision, pursuant to which the Company could unwind the transaction if certain milestones were not achieved. The milestones contemplated in the Asset Purchase Agreement were not met, and accordingly, on December 31, 2018, by written notice to the Seller, the Company unwound the transaction. The capital injected into Oventa, Inc., however, has been secured pursuant to financing statements filed on behalf of the Company, and the Company expects to receive a return of its injected capital of approximately US $339,813 during the calendar year 2019. Collectability is based on claims filed for cash that was paid. On September 27, 2018, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Sandrea Gibson, as seller (the “Seller”), and Recipe Food Co., as the target (the “Target”), pursuant to which in exchange for up to CAD $237,000, the Company agreed to acquire 80% of the issued and outstanding stock of the Target from the Seller upon the terms and subject to the conditions set forth in the Stock Purchase Agreement. Seller is engaged in the business of preparing and serving delicious, healthy meals on a counter-service basis with high quality ingredients, including low calorie alternatives. Difficulties integrating the Target into the Company group, which forced the Company to cease injecting additional capital into the Target. The Target is currently on the market for disposition to a third-party buyer on an arms-length basis, which the Company can undertake due to its supermajority ownership. On July 8, 2019, Mr. Dickson entered into a Securities Purchase Agreement (“Purchase Agreement”) with Conrad Huss to sell 5,000,000 shares of Series C Preferred and 5,000 shares of Series B preferred Stock held by Mr. Dickson. As a result, Mr. Huss acquired the right to vote 99.06 % of the voting control of the Company. The Series B Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to .01% of the outstanding common stock after the conversion. The Series B Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 99.05% of the outstanding common stock after the conversion. On July 8, 2019, Everett Dickson, who had been the sole officer of the Company, resigned as an officer of the Company, and Conrad Huss was appointed the Interim President and Chief Executive Officer of the Company. Mr. Huss is the sole beneficial owner of 5,000,000 and 5,000 shares of Series B and C Preferred Stocks, respectively. Mr. Dickson also resigned as a director of the Company, effective on July 8th, 2019. Mr. Dickson’s resignation was not the result of any disagreement with the management of the Company Business Cruzani, Inc. is currently evaluating various strategic options to engage in. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentrations of Credit Risk The Company currently has no cash on hand or other assets Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the year ended December 31, 2019 or 2018. Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the year ended December 31, 2020. There is no net effect as the result of these reclassifications. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2018. Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Stock-based Compensation We account for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, Net income (loss) per common share Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2019 and 2018, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Recently issued accounting pronouncements In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception Earnings Per Share The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operation and does not currently have revenue generating operations. The Company has an accumulated deficit of $81,759,691, and a net loss for the year ended December 31, 2020 of ($2,184,029). However, the Company only used approximately $38,000 to conduct its operations as detailed in the Statement of Cash flows. The Company’s ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company’s development and marketing efforts. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2020 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 4 – LOANS PAYABLE The loan payable balances are as follows: Rate December 31, December 31, Loan 1 1% $ 27,000 $ 27,000 Loan 2 1% 3,000 3,000 Loan 3 8% 64,000 39,000 Loan 4 8% 160,500 155,400 Total $ 254,500 $ 224,400 Above notes are past due as of the issuance of these financial statements. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE The following table summarizes the convertible notes as of December 31, 2020 and December 31, 2019: Creditor Date Interest Maturity 31-Dec-20 31-Dec-19 Third party individual* 25-Jul-13 12% 31-Dec-16 $ - $ 500,000 Adar Bays, LLC 11-Feb-16 24% 11-Feb-17 - 68,004 GW Holdings Group, LLC* 17-May-16 24% 17-May-17 24,000 24,000 Travel Data Solutions 18-Nov-17 10% 30-Nov-19 100,000 100,000 GW Holdings Group, LLC* 16-Mar-18 24% 15-Mar-19 36,750 36,750 Livingston Asset Management, LLC 19-Jul-19 10% 31-Mar-20 - 100,000 Travel Data Solutions 18-Jan-19 10% 31-Jan-20 25,000 25,000 Oasis Capital, LLC various 10% various 1,016,086 875,641 Livingston Asset Management, LLC 1-Apr-20 10% 31-Dec-20 25,000 - Livingston Asset Management, LLC 1-May-20 10% 31-Jan-21 25,000 - Livingston Asset Management, LLC 20-May-20 10% 20-Feb-21 10,000 - Livingston Asset Management, LLC 1-Jun-20 10% 28-Feb-21 25,000 - Livingston Asset Management, LLC 11-Jun-20 10% 10-Mar-21 1,100 Livingston Asset Management, LLC 1-Jul-20 10% 31-Mar-21 25,000 - Livingston Asset Management, LLC 20-Jul-20 10% 20-Apr-21 4,500 Livingston Asset Management, LLC 1-Aug-20 10% 30-Apr-21 25,000 - Livingston Asset Management, LLC 14-Aug-20 10% 14-May-21 9,500 - Livingston Asset Management, LLC 24-Aug-20 10% 24-May-21 12,500 - Livingston Asset Management, LLC 1-Sep-20 10% 30-Jun-21 25,000 - Livingston Asset Management, LLC 1-Oct-20 10% 31-Jul-21 25,000 - Livingston Asset Management, LLC 1-Nov-20 10% 31-Aug-21 25,000 - Livingston Asset Management, LLC 1-Dec-20 10% 30-Sep-21 25,000 - Convertible notes payable-gross $ 1,468,436 $ 1,729,395 Discount (77,004 ) (35,547 ) $ 1,391,432 $ 1,693,848 * - GW Holdings Group, LLC entered into litigation with the Company on these obligations. See subsequent events for current status ** - See Note 11 for more detail |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 6 – DERIVATIVE LIABILITIES The embedded conversion options of the Company’s convertible debentures summarized in Note 4, and its convertible preferred Series E stock. contain conversion features that qualify for embedded derivative classification. The fair value of these liabilities is re-measured at the end of every reporting period and the change in fair value is reported in the statement of operations as a gain or loss on derivative financial instruments. The Company uses Level 3 inputs for its valuation methodology for its conversion option liabilities as their fair values were determined by using the Binomial option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As, required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following is the Company’s derivative liability measured at fair value on a recurring basis at December 31, 2020 and December 31, 2019: December 31, December 31 Level One $ -0- $ -0- Level Two $ -0- $ -0- Level Three $ 2,140,159 $ 472,605 The following table shows the assumptions used in the calculations of its derivatives: Expected Risk-free Expected Expected At December 31, 2019 291.74 % 2.45 % 0 % 0.25 – 0.50 At December 31, 2020 252.67 % .92 % 0 % 0.25 – 0.50 Balance at December 31, 2018 433,924 Addition of new derivative liabilities 194,547 Change in fair value of derivative liability 42,821 Derecognition of derivatives upon settlement of convertible preferred stock (218,904 ) Derecognition of derivatives upon settlement of convertible notes (79,783 ) Balance at December 31, 2019 $ 472,605 Balance at December 31, 2019 472,605 Addition of new derivative liabilities 172,601 Change in fair value of derivative liability 1,837,932 Derecognition of derivatives upon settlement of convertible notes (342,980 ) Balance at December 31, 2020 $ 2,140,149 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants [Abstract] | |
WARRANTS | NOTE 7 – WARRANTS In connection with the issuance of the convertible note (the “Note”) with L2 Capital, LLC (“L2”) and funding of the initial tranche of $50,000 on the Note, the Company also issued a common stock purchase warrant to purchase up to 381,905 shares of the Company’s common stock pursuant to the terms therein as a commitment fee. At the time that each subsequent tranche under the Note is funded by L2 in cash, then on such funding date, the warrant shares shall immediately and automatically be increased by the quotient of 100% of the face value of the respective tranche and 110% of the VWAP of the common stock on the Trading Day (as defined in the Note) immediately prior to the funding date of the respective tranche. As of December 31, 2019, the Company had received multiple tranches for which it issued warrants to purchase shares of the Company’s common stock. These warrants have a variable exercise price per the above and expire in five years. The aggregate fair value of the warrants, which was allocated against the debt proceeds totaled $280,438 based on the Black Scholes Merton pricing model using the following estimates: exercise price ranging from $0.001 – 0.0071, 2.80% – 2.94% risk free rate, 252.42 – 258.24% volatility and expected life of the warrants of 5 years. The fair value was credited to additional paid in capital and debited to debt discount to be amortized over the term of the loan. A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below: Shares Weighted Weighted Outstanding, December 31, 2019 22,669,092 $ .0011 $ .0014 Issued - $ - $ - Exercised - $ - $ - Forfeited - $ - $ - Expired - $ - $ - Outstanding, December 31, 2019 22,669,092 $ 0.0011 $ 0.0014 Issued - $ - $ - Exercised - $ - $ - Forfeited - $ - $ - Expired - $ - $ - Outstanding, December 31, 2020 22,669,092 $ 0.0011 $ 0.0014 Exercisable, December 31, 2020 22,669,092 $ 0.0011 $ 0.0014 The Company uses Level 3 inputs for its valuation methodology for its conversion option liabilities as their fair values were determined by using the Binomial option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As, required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Range of Exercise Prices Number Outstanding 12/31/2020 Weighted Average Weighted Average Exercise Price $ 0.001 – 0.0071 22,669,092 2.69 years $ 0.0011 Range of Exercise Prices Number Outstanding 12/31/2019 Weighted Average Remaining Contractual Weighted Average Exercise Price $ 0.001 – 0.0071 22,669,092 3.69 years $ 0.0011 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
COMMON STOCK | NOTE 8 – COMMON STOCK During the twelve months ended December 31, 2019, the company issued shares of common stock as follows: Recipient of shares Date Shares Principal Accrued interest Fees Total Livingston Asset Management LLC 27-May-20 29,288,000 $ - $ 11,301 $ 1,000 $ 12,301 Trillium Partners, LP 12-Jun-20 11,936,286 - 4,013 1,000 5,013 Trillium Partners, LP 29-Jun-20 16,059,792 - 6,709 1,000 7,709 Livingston Asset Management LLC 29-Jun-20 16,059,792 - 6,709 1,000 7,709 Trillium Partners, LP 21-Jul-20 17,545,881 - 6,369 1,000 7,369 Trillium Partners, LP 29-Jul-20 30,386,595 1,300 10,462 1,000 12,762 Oasis Capital, LLC 26-Aug-20 38,689,997 19,430 12,187 Livingston Asset Management, LLC 31-Aug-20 21,547,021 - 10,343 - 10,343 Trillium Partners, LP 04-Sep-20 23,703,521 9,550 803 1,025 11,378 Livingston Asset Management, LLC 17-Sep-20 21,492,859 16,425 339 - 16,764 Oasis Capital, LLC 28-Sep-20 51,851,417 23,333 23,333 Livingston Asset Management, LLC 05-Oct-20 26,834,167 13,941 110 2,050 16,101 Oasis Capital LLC 08-Oct-20 59,641,290 26,839 - - 26,839 Livingston Asset Management, LLC 14-Oct-20 38,869,667 19,516 449 1,025 20,990 Livingston Asset Management, LLC 29-Oct-20 69,365,086 2,275 7,111 1,025 10,411 Oasis Capital LLC 09-Nov-20 76,261,018 20,594 20,594 Livingston Asset Management, LLC 11-Nov-20 76,253,571 30,350 652 1,025 32,027 Oasis Capital LLC 23-Nov-20 91,359,963 20,556 20,556 Livingston Asset Management, LLC 30-Nov-20 76,211,914 25,200 449 1,025 26,674 Livingston Asset Management, LLC 09-Dec-20 71,705,000 23,650 422 1,025 25,097 Livingston Asset Management, LLC 22-Dec-20 56,315,857 18,525 161 1,025 19,711 Oasis Capital LLC 31-Dec-20 120,623,643 9,900 11,812 21,712 1,042,002,336 $ 281,383 $ 78,213 $ 15,225 $ 367,579 During the twelve months ended December 31, 2019, the company issued shares of common stock as follows: Oasis Capital LLC (formerly L2 Capital, LLC) converted $33,149 of principal into 16,660,864 shares of common stock. Device Corp. converted $9,700 and $1,050 of principal and interest, respectively, into 12,500,000 shares of common stock. The loans from Device Corp have no specific terms of conversion and have therefore not been classified as convertible. The shares were valued on the date of conversion at the closing stock price, for a loss on conversion of debt of $46,250. During the year ended December 31, 2018, the Company issued 56,169,737 shares of common stock to settle $259,547 of principal and $19,870 of accrued interest on its convertible notes. On November 20, 2018, the Company and its stockholders approved a 1 for 20 reverse stock split. The reverse stock split was deemed effective by the Financial Industry Regulatory Authority (“FINRA”) on January 10, 2019. All shares throughout these financial statements have been retroactively adjusted to reflect the reverse stock split. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
PREFERRED STOCK | NOTE 9 – PREFERRED STOCK Series A Convertible Preferred Stock Series B Convertible Preferred Stock Series C Convertible Preferred Stock Series D Convertible Preferred Stock Series E Convertible Preferred Stock On July 1, 2018, the Company entered into a Stock Purchase Agreement with Device Corp. (“Device”) whereby Device will purchase up to $250,000 Series E preferred stock for $1 per share. As of December 31, 2019, the Company has received $166,331 for the purchase of the Series E. Originally, these purchases were recorded as debt because the Preferred shares were not issued. As of the Balance sheet date and the date of this report, these shares have not been issued to the Purchaser. As such, the Company feels these securities should be classified as Mezzanine equity until they are fully issued. On January 15, 2019, the Company entered into a Stock Purchase Agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”) whereby Geneva will purchase 53,000 shares of Series E preferred stock for $53,000. As of December 31, 2019, and December 31, 2018, there are 34,985 and 53,000 shares of Series E preferred stock outstanding, respectively. As of December 31, 2019, the Company fair valued its Series E preferred stock derivative liability at $40,000. During the twelve months ended December 31, 2019, Geneva Roth Remark Holdings converted 18,01515 Series E preferred shares into 194,438,842 shares of common stock. During the third quarter of the 2019 fiscal year, Mr. Huss sold $15,000 worth of Series E preferred to other investors. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS On July 8, 2019, the Company executed an employment agreement with Conrad Huss, the new CEO. The agreement is effective for three months with a salary of $10,000 per month. As of December 31, 2019, $292,000 has been credited to accrued compensation. |
Write-Off of Third-Party Note
Write-Off of Third-Party Note | 12 Months Ended |
Dec. 31, 2020 | |
Write Off Of Third Party Note [Abstract] | |
WRITE-OFF OF THIRD-PARTY NOTE | NOTE 11 – WRITE-OFF OF THIRD-PARTY NOTE On July 25, 2013, the Company entered into a convertible promissory note (“Note”), in the amount of $500,000 and warrants to purchase 12,500,000 shares of company common stock, of which 10,000,000 of those warrants were exercisable at $0.05 per share and 2,500,000 of the warrants were exercisable at $0.10 per share. The Note has an interest rate of 8% per annum and a maturity date of July 31, 2014. On July 25, 2013, the Company entered into a convertible promissory note (“Note”), in the amount of $500,000 and warrants to purchase 10,197,916 shares of company common stock, of which 8,158,333 of those warrants were exercisable at $0.05 per share and 2,039,583 of the warrants were exercisable at $0.10 per share. The Note has an interest rate of 8% per annum and a maturity date of July 31, 2014. The Company has continued filing reports with the SEC and will be current with the SEC again in the near future, as well as having maintained its active status with the Nevada Secretary of State, since that time. We are currently in contact with the current management of the Company who have provided us with documentation as to the above noted amounts. The Company has stated and records and filings show that the Notes were due and payable as of July 31, 2014 at the latest, and that no payments have been made and that no statements that the Company has renewed the note have been agreed to. The New York Statute of Limitations provides, in relevant part: Section 213: Actions to be commenced within six years: where not otherwise provided for; on contract; on sealed instrument; on bond or note, and mortgage upon real property; by state based on misappropriation of public property; based on mistake; by corporation against director, officer or stockholder; based on fraud. The following actions must be commenced within six years. Section 213(2). an action upon a contractual obligation or liability, express or implied, except as provided in section two hundred thirteen-a of this article or article 2 of the uniform commercial code or article 36-B of the general business law; Based on the New York Statute of Limitations, it is our view that the above referenced Note is no longer enforceable obligations under New York law as it became past due no later than July 31, 2014, more than six (6) years ago. [CPLR 213(2)] Nevada Nevada also has a five (5) year statute of limitations for written contracts. Nevada Statutes Title VIII Section 95.11(2)(b). Wherein it states in pertinent part: “A legal or equitable action on a contract, obligation, or liability founded on a written instrument” As such the Note being due as of July 31, 2014, would also be time-barred under Nevada Law. Conclusion Based on the New York and Nevada Statute of Limitations, it is our view that the above referenced Note is no longer an enforceable obligation under New York or Nevada law as it became past due no later than July 31, 2014, more than six (6) years ago. The balance of the Note was $500,000 and accrued interest was $431,342. Therefore, the total gain was $931,342. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 12 – INCOME TAX In accordance with ASC 740, we are required to recognize the impact of an uncertain tax position in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained upon examination by the tax authorities. We had no unrecognized tax benefits from uncertain tax positions as of December 31, 2020 and 2019. It is also our policy, in accordance with authoritative guidance, to recognize interest and penalties related to income tax matters in interest and other expense in our Statements of Operations. Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. As a result of our cumulative losses, management has concluded that a full valuation allowance against our net deferred tax assets is appropriate. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used from 2018 due to the new tax law recently enacted. The provision for income taxes on our loss from continuing operations for the fiscal years ended December 31, 2020 and 2019 are as follows: 2020 2019 Book net income $ (2,184,029 ) $ (1,587,530 ) Less: Change in Fair value of derivatives 1,837,933 (19,557 ) Amortization of discount on convertible debt 131,143 296,259 Loss on issuance of convertible preferred stock - 194,547 Loss on convertible notes - 46,250 Gain on extinguishment of debt and accrued interest (931,342 ) (492,016 ) Taxable net income $ (1,147,522 ) $ (1,562,047 ) Change in Valuation allowance 299,913 408,241 Income tax expense based on taxable net income (299,913 ) (408,241 ) Income tax expense - - Note: The marginal tax rate is calculated as follows: Statutory rate 2020 2019 Federal income tax rate 21.0 % 21.0 % Incremental New York State rate 6.5 % 6.5 % Impact of Federal rate on New York State rate -1.4 % -1.4 % Marginal income tax rate 26.1 % 26.1 % As percentages of net income, the following are the components of tax expense: 2020 2019 Book net income 100.0 % 100.0 % Less: Change in Fair value of derivatives -84.2 % 1.2 % Amortization of discount on convertible debt -6.0 % -18.7 % Loss on issuance of convertible preferred stock 0.0 % -12.3 % Loss on convertible notes 0.0 % -2.9 % Gain on extinguishment of debt 42.6 % 31.0 % Taxable net income 52.5 % 98.4 % Change in Valuation allowance -52.5 % -98.4 % Income tax expense based on taxable net income - - Income tax expense - - At December 31, 2020, the Company had net operating loss carryforwards of approximately $9.6 million that may be offset against future taxable income from the year 2021 to 2040. No tax benefit has been reported in the December 31, 2020 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Our operating loss carry forwards may be limited as to use in future years due to the transfer of preferred securities from our former Chief Executive to our current Chief Executive, Conrad R Huss. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. On September 21, 2018, Pro Drive Outboards, LLC (“Pro-Drive”) filed a lawsuit against the Company, in which Pro-Drive alleges that the Company breached a contract that Pro-Drive entered into with the Company. Pro-Drive is seeking damages in excess of $500,000. The Company has filed an answer, including the defenses of defective service of process and statute of limitations and a motion to dismiss. The judge granted a motion to dismiss, and the plaintiff’s deadline to appeal has passed, thus concluding the matter. On February 13, 2017, Baum Glass & Jayne PLLC (“Plaintiff”) obtained a default judgment against the Company in the amount of $27,083.74. Plaintiff has not attempted enforced collection. The amount was included in accounts payable as of December 31, 2020 and December 31, 2019. On June 20, 2018, GW Holdings Group, Inc. (“GW”) filed a lawsuit against the Company, in which GW alleges that the Company breached two Stock Purchase Agreements that GW entered into with the Company. See Note 13-SUBSEQUENT EVENTS below for current status of this litigation. As of December 31, 2020 and December 31, 2019, the balance on these notes is $60,750. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist other than the following. GW Holdings Group lawsuit On February 16, 2021, the Company received notice that a default judgment had been entered against it in the Southern District of New York. The total amount of the judgment was for $348,548. The company will accrue an approximately $260,000 charge to earnings in the first quarter of calendar year 2021 to reflect the judgment. Sale of debt Subsequent to the Balance sheet date, Oasis Capital LLC sold $250,000 of debt to other investors. This note was originally dated as of May 10, 2018. Issuance of common shares Subsequent to the Balance sheet date the Company has issued 1,095,458,048 shares as follows. There are currently, 2,434,502,239 shares outstanding Shares outstanding at December 31, 2020 1,339,044,282 Shares issued for extinguishment of debt 1,571,710,494 Shares issued for conversion of Preferred stock 89,243,590 Total shares issued 1,660,954,084 Shares outstanding at May 15, 2021 2,999,998,366 Extinguishment of debt Subsequent to December 31, 2020, the Company extinguished $555,1793 of debt principal plus $1110,817 of accrued interest and incurred $6,155 in fees for the issuance of 1,570,710,494 shares as follows: Creditor Date Shares Principal Accrued interest Fees Total Oasis Capital LLC 14-Jan-21 132,565,384 $ 29,827 $ - $ - $ 29,827 Oasis Capital LLC 27-Jan-21 98,310,546 22,120 100 - 22,220 Oasis Capital LLC 10-Feb-21 155,422,101 41,964 - - 41,964 GW Holdings Group LLC 2-Mar-21 20,203,797 10,000 - - 10,000 Oasis Capital LLC 8-Mar-21 175,494,746 71,075 - - 71,075 GW Holdings Group LLC 9-Mar-21 3,818,181 2,520 - - 2,520 Trillium Partners LLC 3-Mar-21 86,508,841 37,039 1,025 38,064 Trillium Partners LLC 11-Mar-21 86,900,826 42,000 9,550 1,025 52,575 Trillium Partners LLC 17-Mar-21 89,695,455 58,000 174 1,025 59,199 Oasis Capital LLC 19-Mar-21 193,311,158 95,689 - - 95,689 Oasis Capital LLC 6-Apr-21 203,298,776 91,484 - - 91,484 Trillium Partners LLC 12-Apr-21 92,267,673 25,000 24,722 1,025 50,747 Oasis Capital LLC 26-Aprr-21 50,000,000 20,250 - - 20,250 Oasis Capital LLC 6-Apr-21 50,000,000 20,250 - - 20,250 Trillium Partners LLC 29-Apr-21 53,055,556 25,000 238 1,025 26,263 Trillium Partners LLC 5-May-21 80,857,455 - 38,9944 1,030 40,024 Totals 1,571,710,494 $ 555,179 $ 110,817 $ 6,155 $ 672,152 Conversion of Preferred stock The Company issued 154,863,248 shares of common stock for the conversion of 34,700 shares of preferred stock as follows: Trillium Partners LLC 23-Mar-21 49,871,795 20,370 Trillium Partners LLC 31-Mar-21 39,371,795 14,330 89,243,590 34,700 Issuance of debt Subsequent to December 31, 2020, the Company issued $125,000 of convertible debt as follows: Creditor Date Interest Maturity Amount Livingston Asset Management, LLC 1-Jan-21 10 % 31-Oct-21 $ 25,000 Livingston Asset Management, LLC 1-Feb-21 10 % 30-Nov-21 25,000 Livingston Asset Management, LLC 1-Mar-21 10 % 31-Dec-21 25,000 Livingston Asset Management, LLC 1-Apr-21 10 % 31-Jan-22 25,000 Livingston Asset Management, LLC 1-May-21 10 % 28-Feb-21 25,000 $ 125,000 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company currently has no cash on hand or other assets |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the year ended December 31, 2019 or 2018. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the year ended December 31, 2020. There is no net effect as the result of these reclassifications. |
Fair value of financial instruments | Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2018. |
Income taxes | Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Stock-based Compensation | Stock-based Compensation We account for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, |
Net income (loss) per common share | Net income (loss) per common share Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2019 and 2018, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception Earnings Per Share The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Loans Payable [Abstract] | |
Schedule of loans payable | Rate December 31, December 31, Loan 1 1% $ 27,000 $ 27,000 Loan 2 1% 3,000 3,000 Loan 3 8% 64,000 39,000 Loan 4 8% 160,500 155,400 Total $ 254,500 $ 224,400 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Creditor Date Interest Maturity 31-Dec-20 31-Dec-19 Third party individual* 25-Jul-13 12% 31-Dec-16 $ - $ 500,000 Adar Bays, LLC 11-Feb-16 24% 11-Feb-17 - 68,004 GW Holdings Group, LLC* 17-May-16 24% 17-May-17 24,000 24,000 Travel Data Solutions 18-Nov-17 10% 30-Nov-19 100,000 100,000 GW Holdings Group, LLC* 16-Mar-18 24% 15-Mar-19 36,750 36,750 Livingston Asset Management, LLC 19-Jul-19 10% 31-Mar-20 - 100,000 Travel Data Solutions 18-Jan-19 10% 31-Jan-20 25,000 25,000 Oasis Capital, LLC various 10% various 1,016,086 875,641 Livingston Asset Management, LLC 1-Apr-20 10% 31-Dec-20 25,000 - Livingston Asset Management, LLC 1-May-20 10% 31-Jan-21 25,000 - Livingston Asset Management, LLC 20-May-20 10% 20-Feb-21 10,000 - Livingston Asset Management, LLC 1-Jun-20 10% 28-Feb-21 25,000 - Livingston Asset Management, LLC 11-Jun-20 10% 10-Mar-21 1,100 Livingston Asset Management, LLC 1-Jul-20 10% 31-Mar-21 25,000 - Livingston Asset Management, LLC 20-Jul-20 10% 20-Apr-21 4,500 Livingston Asset Management, LLC 1-Aug-20 10% 30-Apr-21 25,000 - Livingston Asset Management, LLC 14-Aug-20 10% 14-May-21 9,500 - Livingston Asset Management, LLC 24-Aug-20 10% 24-May-21 12,500 - Livingston Asset Management, LLC 1-Sep-20 10% 30-Jun-21 25,000 - Livingston Asset Management, LLC 1-Oct-20 10% 31-Jul-21 25,000 - Livingston Asset Management, LLC 1-Nov-20 10% 31-Aug-21 25,000 - Livingston Asset Management, LLC 1-Dec-20 10% 30-Sep-21 25,000 - Convertible notes payable-gross $ 1,468,436 $ 1,729,395 Discount (77,004 ) (35,547 ) $ 1,391,432 $ 1,693,848 * - GW Holdings Group, LLC entered into litigation with the Company on these obligations. See subsequent events for current status ** - See Note 11 for more detail |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liability measured at fair value | December 31, December 31 Level One $ -0- $ -0- Level Two $ -0- $ -0- Level Three $ 2,140,159 $ 472,605 |
Schedule of significant to the fair value measurement | Expected Risk-free Expected Expected At December 31, 2019 291.74 % 2.45 % 0 % 0.25 – 0.50 At December 31, 2020 252.67 % .92 % 0 % 0.25 – 0.50 |
Schedule of derivative liability measured at fair value | Balance at December 31, 2018 433,924 Addition of new derivative liabilities 194,547 Change in fair value of derivative liability 42,821 Derecognition of derivatives upon settlement of convertible preferred stock (218,904 ) Derecognition of derivatives upon settlement of convertible notes (79,783 ) Balance at December 31, 2019 $ 472,605 Balance at December 31, 2019 472,605 Addition of new derivative liabilities 172,601 Change in fair value of derivative liability 1,837,932 Derecognition of derivatives upon settlement of convertible notes (342,980 ) Balance at December 31, 2020 $ 2,140,149 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants [Abstract] | |
Summary of stock warrants outstanding | Shares Weighted Weighted Outstanding, December 31, 2019 22,669,092 $ .0011 $ .0014 Issued - $ - $ - Exercised - $ - $ - Forfeited - $ - $ - Expired - $ - $ - Outstanding, December 31, 2019 22,669,092 $ 0.0011 $ 0.0014 Issued - $ - $ - Exercised - $ - $ - Forfeited - $ - $ - Expired - $ - $ - Outstanding, December 31, 2020 22,669,092 $ 0.0011 $ 0.0014 Exercisable, December 31, 2020 22,669,092 $ 0.0011 $ 0.0014 |
Schedule binomial option pricing model | Range of Exercise Prices Number Outstanding 12/31/2020 Weighted Average Weighted Average Exercise Price $ 0.001 – 0.0071 22,669,092 2.69 years $ 0.0011 Range of Exercise Prices Number Outstanding 12/31/2019 Weighted Average Remaining Contractual Weighted Average Exercise Price $ 0.001 – 0.0071 22,669,092 3.69 years $ 0.0011 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of shares issued | Recipient of shares Date Shares Principal Accrued interest Fees Total Livingston Asset Management LLC 27-May-20 29,288,000 $ - $ 11,301 $ 1,000 $ 12,301 Trillium Partners, LP 12-Jun-20 11,936,286 - 4,013 1,000 5,013 Trillium Partners, LP 29-Jun-20 16,059,792 - 6,709 1,000 7,709 Livingston Asset Management LLC 29-Jun-20 16,059,792 - 6,709 1,000 7,709 Trillium Partners, LP 21-Jul-20 17,545,881 - 6,369 1,000 7,369 Trillium Partners, LP 29-Jul-20 30,386,595 1,300 10,462 1,000 12,762 Oasis Capital, LLC 26-Aug-20 38,689,997 19,430 12,187 Livingston Asset Management, LLC 31-Aug-20 21,547,021 - 10,343 - 10,343 Trillium Partners, LP 04-Sep-20 23,703,521 9,550 803 1,025 11,378 Livingston Asset Management, LLC 17-Sep-20 21,492,859 16,425 339 - 16,764 Oasis Capital, LLC 28-Sep-20 51,851,417 23,333 23,333 Livingston Asset Management, LLC 05-Oct-20 26,834,167 13,941 110 2,050 16,101 Oasis Capital LLC 08-Oct-20 59,641,290 26,839 - - 26,839 Livingston Asset Management, LLC 14-Oct-20 38,869,667 19,516 449 1,025 20,990 Livingston Asset Management, LLC 29-Oct-20 69,365,086 2,275 7,111 1,025 10,411 Oasis Capital LLC 09-Nov-20 76,261,018 20,594 20,594 Livingston Asset Management, LLC 11-Nov-20 76,253,571 30,350 652 1,025 32,027 Oasis Capital LLC 23-Nov-20 91,359,963 20,556 20,556 Livingston Asset Management, LLC 30-Nov-20 76,211,914 25,200 449 1,025 26,674 Livingston Asset Management, LLC 09-Dec-20 71,705,000 23,650 422 1,025 25,097 Livingston Asset Management, LLC 22-Dec-20 56,315,857 18,525 161 1,025 19,711 Oasis Capital LLC 31-Dec-20 120,623,643 9,900 11,812 21,712 1,042,002,336 $ 281,383 $ 78,213 $ 15,225 $ 367,579 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes from continuing operations | 2020 2019 Book net income $ (2,184,029 ) $ (1,587,530 ) Less: Change in Fair value of derivatives 1,837,933 (19,557 ) Amortization of discount on convertible debt 131,143 296,259 Loss on issuance of convertible preferred stock - 194,547 Loss on convertible notes - 46,250 Gain on extinguishment of debt and accrued interest (931,342 ) (492,016 ) Taxable net income $ (1,147,522 ) $ (1,562,047 ) Change in Valuation allowance 299,913 408,241 Income tax expense based on taxable net income (299,913 ) (408,241 ) Income tax expense - - |
Schedule of marginal tax rate | Statutory rate 2020 2019 Federal income tax rate 21.0 % 21.0 % Incremental New York State rate 6.5 % 6.5 % Impact of Federal rate on New York State rate -1.4 % -1.4 % Marginal income tax rate 26.1 % 26.1 % |
Schedule of components of tax expense | 2020 2019 Book net income 100.0 % 100.0 % Less: Change in Fair value of derivatives -84.2 % 1.2 % Amortization of discount on convertible debt -6.0 % -18.7 % Loss on issuance of convertible preferred stock 0.0 % -12.3 % Loss on convertible notes 0.0 % -2.9 % Gain on extinguishment of debt 42.6 % 31.0 % Taxable net income 52.5 % 98.4 % Change in Valuation allowance -52.5 % -98.4 % Income tax expense based on taxable net income - - Income tax expense - - |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of extinguishment of debt | Shares outstanding at December 31, 2020 1,339,044,282 Shares issued for extinguishment of debt 1,571,710,494 Shares issued for conversion of Preferred stock 89,243,590 Total shares issued 1,660,954,084 Shares outstanding at May 15, 2021 2,999,998,366 |
Schedule of extinguishment of debt | Creditor Date Shares Principal Accrued interest Fees Total Oasis Capital LLC 14-Jan-21 132,565,384 $ 29,827 $ - $ - $ 29,827 Oasis Capital LLC 27-Jan-21 98,310,546 22,120 100 - 22,220 Oasis Capital LLC 10-Feb-21 155,422,101 41,964 - - 41,964 GW Holdings Group LLC 2-Mar-21 20,203,797 10,000 - - 10,000 Oasis Capital LLC 8-Mar-21 175,494,746 71,075 - - 71,075 GW Holdings Group LLC 9-Mar-21 3,818,181 2,520 - - 2,520 Trillium Partners LLC 3-Mar-21 86,508,841 37,039 1,025 38,064 Trillium Partners LLC 11-Mar-21 86,900,826 42,000 9,550 1,025 52,575 Trillium Partners LLC 17-Mar-21 89,695,455 58,000 174 1,025 59,199 Oasis Capital LLC 19-Mar-21 193,311,158 95,689 - - 95,689 Oasis Capital LLC 6-Apr-21 203,298,776 91,484 - - 91,484 Trillium Partners LLC 12-Apr-21 92,267,673 25,000 24,722 1,025 50,747 Oasis Capital LLC 26-Aprr-21 50,000,000 20,250 - - 20,250 Oasis Capital LLC 6-Apr-21 50,000,000 20,250 - - 20,250 Trillium Partners LLC 29-Apr-21 53,055,556 25,000 238 1,025 26,263 Trillium Partners LLC 5-May-21 80,857,455 - 38,9944 1,030 40,024 Totals 1,571,710,494 $ 555,179 $ 110,817 $ 6,155 $ 672,152 |
Schedule of conversion of Preferred stock | Trillium Partners LLC 23-Mar-21 49,871,795 20,370 Trillium Partners LLC 31-Mar-21 39,371,795 14,330 89,243,590 34,700 |
Schedule of issuance of debt | Creditor Date Interest Maturity Amount Livingston Asset Management, LLC 1-Jan-21 10 % 31-Oct-21 $ 25,000 Livingston Asset Management, LLC 1-Feb-21 10 % 30-Nov-21 25,000 Livingston Asset Management, LLC 1-Mar-21 10 % 31-Dec-21 25,000 Livingston Asset Management, LLC 1-Apr-21 10 % 31-Jan-22 25,000 Livingston Asset Management, LLC 1-May-21 10 % 28-Feb-21 25,000 $ 125,000 |
Background (Details)
Background (Details) - USD ($) | Jul. 08, 2019 | Sep. 27, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Background (Details) [Line Items] | |||||
Date of incorporation | Feb. 5, 1999 | ||||
Asset purchase agreement, description | the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Sandrea Gibson, as seller (the “Seller”), and Recipe Food Co., as the target (the “Target”), pursuant to which in exchange for up to CAD $237,000, the Company agreed to acquire 80% of the issued and outstanding stock of the Target from the Seller upon the terms and subject to the conditions set forth in the Stock Purchase Agreement. | Supreme Sweets Acquisition Corp. (n/k/a Oventa, Inc.), a subsidiary of the Company, and the Company (collectively, the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Supreme Sweets Inc. and 2498411 Ontario, Inc., as sellers (collectively, the “Seller”), pursuant to which in exchange for CAD $200,000 and a twenty percent (20%) interest in Oventa, Inc., the Company agreed to acquire the trade secret assets of Seller upon the terms and subject to the conditions set forth in the Asset Purchase Agreement. A second closing occurred on July 31, 2018, pursuant to which the Company acquired the furniture, fixtures and equipment of Seller in exchange for CAD $100,000 | |||
Return of its injected capital | $ 339,813 | ||||
Series C Preferred Stock [Member] | |||||
Background (Details) [Line Items] | |||||
Preferred stock, shares issued | 5,000,000 | 5,000,000 | |||
Series B Preferred Stock [Member] | |||||
Background (Details) [Line Items] | |||||
Preferred stock, shares issued | 5,000 | 5,000 | |||
Mr. Dickson's [Member] | Series C Preferred Stock [Member] | |||||
Background (Details) [Line Items] | |||||
Preferred stock, shares issued | 5,000,000 | ||||
Mr. Dickson's [Member] | Series B Preferred Stock [Member] | |||||
Background (Details) [Line Items] | |||||
Preferred stock, shares issued | 5,000 | ||||
Shares right to vote, description | As a result, Mr. Huss acquired the right to vote 99.06 % of the voting control of the Company | ||||
Common stock conversion, description | The Series B Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to .01% of the outstanding common stock after the conversion. The Series B Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 99.05% of the outstanding common stock after the conversion | ||||
Everett Dickson [Member] | |||||
Background (Details) [Line Items] | |||||
Directors resignation date | Jul. 8, 2019 | ||||
Everett Dickson [Member] | Series C Preferred Stock [Member] | |||||
Background (Details) [Line Items] | |||||
Preferred stock, shares issued | 5,000 | ||||
Everett Dickson [Member] | Series B Preferred Stock [Member] | |||||
Background (Details) [Line Items] | |||||
Preferred stock, shares issued | 5,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Tax benefits percentage | 50.00% |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Going Concern [Abstract] | ||||||||||
Accumulated deficit | $ (81,759,691) | $ (79,575,663) | $ (81,759,691) | $ (79,575,663) | ||||||
Net loss | $ (1,378,035) | $ (343,357) | $ (332,448) | $ (130,188) | $ (712,789) | $ 89,308 | $ (832,419) | $ (131,631) | (2,184,029) | $ (1,587,530) |
Non-cash expense related to convertible notes | $ 38,000 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of loans payable - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 25, 2013 |
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Rate | 8.00% | ||
Total | $ 254,500 | $ 224,400 | |
Loan 1 [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Rate | 1.00% | ||
Total | $ 27,000 | 27,000 | |
Loan 2 [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Rate | 1.00% | ||
Total | $ 3,000 | 3,000 | |
Loan 3 [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Rate | 8.00% | ||
Total | $ 64,000 | 39,000 | |
Loan 4 [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Rate | 8.00% | ||
Total | $ 160,500 | $ 155,400 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of convertible notes payable - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Convertible notes payable-gross | $ 1,468,436 | $ 1,729,395 | |
Discount | (77,004) | (35,547) | |
Total | $ 1,391,432 | 1,693,848 | |
Third party individual [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | [1] | 25-Jul-13 | |
Interest Rate | [1] | 12.00% | |
Maturity Date | [1] | 31-Dec-16 | |
Convertible notes payable-gross | [1] | 500,000 | |
Adar Bays, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 11-Feb-16 | ||
Interest Rate | 24.00% | ||
Maturity Date | 11-Feb-17 | ||
Convertible notes payable-gross | 68,004 | ||
GW Holdings Group, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | [1] | 17-May-16 | |
Interest Rate | [1] | 24.00% | |
Maturity Date | [1] | 17-May-17 | |
Convertible notes payable-gross | [1] | $ 24,000 | 24,000 |
Travel Data Solutions [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 18-Nov-17 | ||
Interest Rate | 10.00% | ||
Maturity Date | 30-Nov-19 | ||
Convertible notes payable-gross | $ 100,000 | 100,000 | |
GW Holdings Group, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | [1] | 16-Mar-18 | |
Interest Rate | [1] | 24.00% | |
Maturity Date | [1] | 15-Mar-19 | |
Convertible notes payable-gross | [1] | $ 36,750 | 36,750 |
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 19-Jul-19 | ||
Interest Rate | 10.00% | ||
Maturity Date | 31-Mar-20 | ||
Convertible notes payable-gross | 100,000 | ||
Travel Data Solutions [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 18-Jan-19 | ||
Interest Rate | 10.00% | ||
Maturity Date | 31-Jan-20 | ||
Convertible notes payable-gross | $ 25,000 | 25,000 | |
Oasis Capital, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | various | ||
Interest Rate | 10.00% | ||
Maturity Date | various | ||
Convertible notes payable-gross | $ 1,016,086 | 875,641 | |
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 1-Apr-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 31-Dec-20 | ||
Convertible notes payable-gross | $ 25,000 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 1-May-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 31-Jan-21 | ||
Convertible notes payable-gross | $ 25,000 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 20-May-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 20-Feb-21 | ||
Convertible notes payable-gross | $ 10,000 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 1-Jun-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 28-Feb-21 | ||
Convertible notes payable-gross | $ 25,000 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 11-Jun-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 10-Mar-21 | ||
Convertible notes payable-gross | $ 1,100 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 1-Jul-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 31-Mar-21 | ||
Convertible notes payable-gross | $ 25,000 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 20-Jul-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 20-Apr-21 | ||
Convertible notes payable-gross | $ 4,500 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 1-Aug-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 30-Apr-21 | ||
Convertible notes payable-gross | $ 25,000 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 14-Aug-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 14-May-21 | ||
Convertible notes payable-gross | $ 9,500 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 24-Aug-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 24-May-21 | ||
Convertible notes payable-gross | $ 12,500 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 1-Sep-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 30-Jun-21 | ||
Convertible notes payable-gross | $ 25,000 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 1-Oct-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 31-Jul-21 | ||
Convertible notes payable-gross | $ 25,000 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 1-Nov-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 31-Aug-21 | ||
Convertible notes payable-gross | $ 25,000 | ||
Livingston Asset Management, LLC [Member] | |||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |||
Date Issued | 1-Dec-20 | ||
Interest Rate | 10.00% | ||
Maturity Date | 30-Sep-21 | ||
Convertible notes payable-gross | $ 25,000 | ||
[1] | GW Holdings Group, LLC entered into litigation with the Company on these obligations. See subsequent events for current status |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Schedule of derivative liability measured at fair value - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Level One [Member] | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Level | $ 0 | $ 0 |
Level Two [Member] | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Level | 0 | 0 |
Level Three [Member] | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Level | $ 2,140,159 | $ 472,605 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of significant to the fair value measurement | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Liabilities (Details) - Schedule of significant to the fair value measurement [Line Items] | ||
Expected Volatility | 252.67% | 291.74% |
Risk-free Interest Rate | 0.92% | 2.45% |
Expected Dividend Yield | 0.00% | 0.00% |
Minimum [Member] | ||
Derivative Liabilities (Details) - Schedule of significant to the fair value measurement [Line Items] | ||
Expected Life (in years) | 3 months | 3 months |
Maximum [Member] | ||
Derivative Liabilities (Details) - Schedule of significant to the fair value measurement [Line Items] | ||
Expected Life (in years) | 6 months | 6 months |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of changes in fair value of financial liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of changes in fair value of financial liabilities [Abstract] | ||
Balance at the beginning of period | $ 472,605 | $ 433,924 |
Addition of new derivative liabilities | 172,601 | 194,547 |
Change in fair value of derivative liability | 1,837,932 | 42,821 |
Derecognition of derivatives upon settlement of convertible preferred stock | (218,904) | |
Derecognition of derivatives upon settlement of convertible notes | (342,980) | (79,783) |
Balance at the end of the period | $ 2,140,149 | $ 472,605 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Warrants (Details) [Line Items] | |
Warrant expiry term | 5 years |
Fair value of the warrants (in Dollars) | $ | $ 280,438 |
Fair value of warrants term | 5 years |
Minimum [Member] | |
Warrants (Details) [Line Items] | |
Fair value of warrants exercise price (in Dollars per share) | $ / shares | $ 0.001 |
Fair value of warrants risk free rate | 2.80% |
Fair value of warrants volatility | 252.42% |
Maximum [Member] | |
Warrants (Details) [Line Items] | |
Fair value of warrants exercise price (in Dollars per share) | $ / shares | $ 0.0071 |
Fair value of warrants risk free rate | 2.94% |
Fair value of warrants volatility | 258.24% |
L2 Capital, LLC [Member] | |
Warrants (Details) [Line Items] | |
Warrant to purchase common shares (in Shares) | shares | 381,905 |
Warrant incremental description | At the time that each subsequent tranche under the Note is funded by L2 in cash, then on such funding date, the warrant shares shall immediately and automatically be increased by the quotient of 100% of the face value of the respective tranche and 110% of the VWAP of the common stock on the Trading Day (as defined in the Note) immediately prior to the funding date of the respective tranche. |
L2 Capital, LLC [Member] | Convertible note [Member] | |
Warrants (Details) [Line Items] | |
Initial tranche (in Dollars) | $ | $ 50,000 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of stock warrants outstanding and changes - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of stock warrants outstanding and changes [Abstract] | ||
Shares available to purchase with warrants, Outstanding beginning balance (in Shares) | 22,669,092 | 22,669,092 |
Weighted Average Price, Outstanding beginning balance | $ 0.0011 | $ 0.0011 |
Weighted Average Fair Value, Outstanding beginning balance | $ 0.0014 | $ 0.0014 |
Shares available to purchase with warrants, Issued (in Shares) | ||
Weighted Average Price, Issued | ||
Weighted Average Fair Value, Issued | ||
Shares available to purchase with warrants, Exercised (in Shares) | ||
Weighted Average Price, Exercised | ||
Weighted Average Fair Value, Exercised | ||
Shares available to purchase with warrants, Forfeited (in Shares) | ||
Weighted Average Price, Forfeited | ||
Weighted Average Fair Value, Forfeited | ||
Shares available to purchase with warrants, Expired (in Shares) | ||
Weighted Average Price, Expired | ||
Weighted Average Fair Value, Expired | ||
Shares available to purchase with warrants, ending balance (in Shares) | 22,669,092 | 22,669,092 |
Weighted Average Price Outstanding, ending balance | $ 0.0011 | $ 0.0011 |
Weighted Average Fair Value Outstanding, ending balance | $ 0.0014 | $ 0.0014 |
Exercisable, ending (in Shares) | 22,669,092 | |
Exercisable, ending | $ 0.0011 | |
Exercisable, ending | $ 0.0014 |
Warrants (Details) - Schedule b
Warrants (Details) - Schedule binomial option pricing model - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants (Details) - Schedule binomial option pricing model [Line Items] | |||
Number Outstanding (in Shares) | 22,669,092 | 22,669,092 | 22,669,092 |
Weighted Average Remaining Contractual Life | 2 years 251 days | 3 years 251 days | |
Weighted Average Exercise Price | $ 0.0011 | $ 0.0011 | $ 0.0011 |
Minimum [Member] | |||
Warrants (Details) - Schedule binomial option pricing model [Line Items] | |||
Range of Exercise Prices | 0.001 | 0.001 | |
Maximum [Member] | |||
Warrants (Details) - Schedule binomial option pricing model [Line Items] | |||
Range of Exercise Prices | $ 0.0071 | $ 0.0071 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 20, 2018 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common Stock (Details) [Line Items] | |||||
Converted principal value | $ 155,132 | ||||
Loss on conversion of debt | $ 931,342 | $ 492,016 | |||
Issuance of shares of common stock (in Shares) | 56,169,737 | ||||
Principal amount | $ 259,547 | ||||
Accrued interest of convertible debt | $ 19,870 | ||||
Reverse stock split, description | On November 20, 2018, the Company and its stockholders approved a 1 for 20 reverse stock split. | ||||
Oasis Capital, LLC [Member] | |||||
Common Stock (Details) [Line Items] | |||||
Converted principal value | $ 33,149 | ||||
Shares of common stock (in Shares) | 16,660,864 | ||||
Device Corp. [Member] | |||||
Common Stock (Details) [Line Items] | |||||
Converted of principal amount | $ 9,700 | ||||
Converted of interest amount | $ 1,050 | ||||
Converted shares (in Shares) | 12,500,000 | ||||
Loss on conversion of debt | $ 46,250 |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of shares issued - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jul. 25, 2013 | |
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Shares (in Shares) | 1,042,002,336 | |
Principal | $ 281,383 | $ 500,000 |
Accrued interest | $ 78,213 | |
Fees (in Dollars per share) | $ 15,225 | |
Total | $ 367,579 | |
Livingston Asset Management, LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 27-May-20 | |
Shares (in Shares) | 29,288,000 | |
Principal | ||
Accrued interest | $ 11,301 | |
Fees (in Dollars per share) | $ 1,000 | |
Total | $ 12,301 | |
Trillium Partners, LP [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 12-Jun-20 | |
Shares (in Shares) | 11,936,286 | |
Principal | ||
Accrued interest | $ 4,013 | |
Fees (in Dollars per share) | $ 1,000 | |
Total | $ 5,013 | |
Trillium Partners, LP One [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 29-Jun-20 | |
Shares (in Shares) | 16,059,792 | |
Principal | ||
Accrued interest | $ 6,709 | |
Fees (in Dollars per share) | $ 1,000 | |
Total | $ 7,709 | |
Livingston Asset Management LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 29-Jun-20 | |
Shares (in Shares) | 16,059,792 | |
Principal | ||
Accrued interest | $ 6,709 | |
Fees (in Dollars per share) | $ 1,000 | |
Total | $ 7,709 | |
Trillium Partners, LP [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 21-Jul-20 | |
Shares (in Shares) | 17,545,881 | |
Principal | ||
Accrued interest | $ 6,369 | |
Fees (in Dollars per share) | $ 1,000 | |
Total | $ 7,369 | |
Trillium Partners, LP [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 29-Jul-20 | |
Shares (in Shares) | 30,386,595 | |
Principal | $ 1,300 | |
Accrued interest | $ 10,462 | |
Fees (in Dollars per share) | $ 1,000 | |
Total | $ 12,762 | |
Oasis Capital, LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 26-Aug-20 | |
Shares (in Shares) | 38,689,997 | |
Principal | $ 19,430 | |
Total | $ 12,187 | |
Livingston Asset Management, LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 31-Aug-20 | |
Shares (in Shares) | 21,547,021 | |
Principal | ||
Accrued interest | $ 10,343 | |
Fees (in Dollars per share) | ||
Total | $ 10,343 | |
Trillium Partners, LP [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 04-Sep-20 | |
Shares (in Shares) | 23,703,521 | |
Principal | $ 9,550 | |
Accrued interest | $ 803 | |
Fees (in Dollars per share) | $ 1,025 | |
Total | $ 11,378 | |
Livingston Asset Management,LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 17-Sep-20 | |
Shares (in Shares) | 21,492,859 | |
Principal | $ 16,425 | |
Accrued interest | $ 339 | |
Fees (in Dollars per share) | ||
Total | $ 16,764 | |
Oasis Capital, LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 28-Sep-20 | |
Shares (in Shares) | 51,851,417 | |
Principal | $ 23,333 | |
Total | $ 23,333 | |
Livingston Asset Management, LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 05-Oct-20 | |
Shares (in Shares) | 26,834,167 | |
Principal | $ 13,941 | |
Accrued interest | $ 110 | |
Fees (in Dollars per share) | $ 2,050 | |
Total | $ 16,101 | |
Oasis Capital LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 08-Oct-20 | |
Shares (in Shares) | 59,641,290 | |
Principal | $ 26,839 | |
Accrued interest | ||
Fees (in Dollars per share) | ||
Total | $ 26,839 | |
Livingston Asset Management, LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 14-Oct-20 | |
Shares (in Shares) | 38,869,667 | |
Principal | $ 19,516 | |
Accrued interest | $ 449 | |
Fees (in Dollars per share) | $ 1,025 | |
Total | $ 20,990 | |
Livingston Asset Management, LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 29-Oct-20 | |
Shares (in Shares) | 69,365,086 | |
Principal | $ 2,275 | |
Accrued interest | $ 7,111 | |
Fees (in Dollars per share) | $ 1,025 | |
Total | $ 10,411 | |
Oasis Capital LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 09-Nov-20 | |
Shares (in Shares) | 76,261,018 | |
Principal | $ 20,594 | |
Total | $ 20,594 | |
Livingston Asset Management, LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 11-Nov-20 | |
Shares (in Shares) | 76,253,571 | |
Principal | $ 30,350 | |
Accrued interest | $ 652 | |
Fees (in Dollars per share) | $ 1,025 | |
Total | $ 32,027 | |
Oasis Capital LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 23-Nov-20 | |
Shares (in Shares) | 91,359,963 | |
Principal | $ 20,556 | |
Total | $ 20,556 | |
Livingston Asset Management, LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 30-Nov-20 | |
Shares (in Shares) | 76,211,914 | |
Principal | $ 25,200 | |
Accrued interest | $ 449 | |
Fees (in Dollars per share) | $ 1,025 | |
Total | $ 26,674 | |
Livingston Asset Management, LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 09-Dec-20 | |
Shares (in Shares) | 71,705,000 | |
Principal | $ 23,650 | |
Accrued interest | $ 422 | |
Fees (in Dollars per share) | $ 1,025 | |
Total | $ 25,097 | |
Livingston Asset Management LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 22-Dec-20 | |
Shares (in Shares) | 56,315,857 | |
Principal | $ 18,525 | |
Accrued interest | $ 161 | |
Fees (in Dollars per share) | $ 1,025 | |
Total | $ 19,711 | |
Oasis Capital, LLC [Member] | ||
Common Stock (Details) - Schedule of shares issued [Line Items] | ||
Date | 31-Dec-20 | |
Shares (in Shares) | 120,623,643 | |
Principal | $ 9,900 | |
Accrued interest | 11,812 | |
Total | $ 21,712 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | Jan. 15, 2019 | Jul. 01, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred Stock (Details) [Line Items] | ||||||
Convertible preferred stock, description | On January 15, 2019, the Company entered into a Stock Purchase Agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”) whereby Geneva will purchase 53,000 shares of Series E preferred stock for $53,000. | |||||
Series E preferred shares converted into common stock | 194,438,842 | |||||
Purchase price of preferred stock (in Dollars) | $ 15,000 | |||||
Series A Convertible Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Convertible preferred stock, description | Series A Convertible Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of ten shares of common stock for one share of Series A Preferred Stock. Each share is entitled to 10 votes, voting with the common stock as a single class, has liquidation rights of $2.00 per share and is not entitled to receive dividends. | |||||
Preferred stock outstanding, shares | 3,381,520 | 3,381,520 | 3,381,520 | |||
Series B Convertible Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Convertible preferred stock, description | Series B Convertible Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of 4,000 shares of common stock for one share of Series B Preferred Stock. Each share is entitled to 4,000 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is not entitled to receive dividends. | |||||
Preferred stock outstanding, shares | 5,000 | 5,000 | 5,000 | |||
Series C Convertible Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Convertible preferred stock, description | Series C Convertible Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of 400 shares of common stock for one share of Series C Preferred Stock. Each share is entitled to 400 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is entitled to receive four hundred times the dividends declared and paid with respect to each share of Common Stock. | |||||
Preferred stock outstanding, shares | 5,000,000 | 5,000,000 | 5,000,000 | |||
Series D Convertible Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Convertible preferred stock, description | Series D Convertible Preferred Stock, has a par value of $0.0001, may be converted at a ratio of the Stated Value plus dividends accrued but unpaid divided by the fixed conversion price of $0.0015, which conversion price is subject to adjustment. Series D is non-voting, has liquidation rights to be paid in cash, before any payment to common or junior stock, 140% of the Stated Value ($2.00) per share plus any dividends accrued but unpaid thereon and is entitled to 8% cumulative dividends. | |||||
Preferred stock outstanding, shares | 125,000 | 125,000 | 125,000 | |||
Series E Convertible Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Convertible preferred stock, description | the Company entered into a Stock Purchase Agreement with Device Corp. (“Device”) whereby Device will purchase up to $250,000 Series E preferred stock for $1 per share. As of December 31, 2019, the Company has received $166,331 for the purchase of the Series E. Originally, these purchases were recorded as debt because the Preferred shares were not issued. | Series E Convertible Preferred Stock, has a par value of $0.001, and a stated value of $1.00 per share, subject to adjustment. The shares of Series E Convertible Preferred Stock can convert at a conversion price that is equal to the amount that is 61% of the lowest trading price of the Company’s common stock during the 20 trading days immediately preceding such conversion. The shares of Series E Convertible Preferred Stock are subject to redemption by the Company at its option from the date of issuance until the date that is 180 days therefrom, subject to premium that ranges from 120% to 145%, increasing by 5% during each 30-day period following issuance. Series E carries a 12% cumulative dividend, which will increase to 22% upon an event of default, is non-voting, and has liquidation rights to be paid in cash, before any payment to common or junior stock. The Series E are mandatorily redeemable after twelve months, and therefore have been classified as mezzanine equity. | ||||
Preferred stock outstanding, shares | 34,985 | 53,000 | ||||
Preferred stock outstanding, shares | 34,985 | 53,000 | ||||
Preferred stock derivative liability (in Dollars) | $ 40,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 08, 2019 | Dec. 31, 2019 |
Related Party Transactions [Abstract] | ||
Salary per month | $ 10,000 | |
Accrued compensation | $ 292,000 |
Write-Off of Third-Party Note (
Write-Off of Third-Party Note (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 25, 2013 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2019 | |
Write-Off of Third-Party Note (Details) [Line Items] | ||||
Convertible promissory note amount | $ 500,000 | $ 281,383 | ||
Warrants issued for common stock (in Shares) | 12,500,000 | |||
Warrants exercisable (in Shares) | 10,000,000 | |||
Warrants per share (in Dollars per share) | $ 0.05 | |||
Interest rate | 8.00% | |||
Maturity date | Jul. 31, 2014 | |||
Convertible promissory note, description | the Company entered into a convertible promissory note (“Note”), in the amount of $500,000 and warrants to purchase 10,197,916 shares of company common stock, of which 8,158,333 of those warrants were exercisable at $0.05 per share and 2,039,583 of the warrants were exercisable at $0.10 per share. The Note has an interest rate of 8% per annum and a maturity date of July 31, 2014. | |||
Outstanding promissory note | 1,468,436 | $ 1,729,395 | ||
Accrued interest | $ 19,870 | |||
Warrant [Member] | ||||
Write-Off of Third-Party Note (Details) [Line Items] | ||||
Warrants exercisable (in Shares) | 2,500,000 | |||
Warrants per share (in Dollars per share) | $ 0.10 | |||
Convertible Notes Payable [Member] | ||||
Write-Off of Third-Party Note (Details) [Line Items] | ||||
Outstanding promissory note | 500,000 | |||
Accrued interest | 431,342 | |||
Gain on promissory note | $ 931,342 |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax recognized | 50.00% | |
U.S. federal income tax rate | 21.00% | 21.00% |
Net operating loss carry forwards, description | the Company had net operating loss carryforwards of approximately $9.6 million that may be offset against future taxable income from the year 2021 to 2040. No tax benefit has been reported in the December 31, 2020 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of provision for income taxes from continuing operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of provision for income taxes from continuing operations [Abstract] | ||
Book net income | $ (2,184,029) | $ (1,587,530) |
Less: | ||
Change in Fair value of derivatives | 1,837,933 | (19,557) |
Amortization of discount on convertible debt | 131,143 | 296,259 |
Loss on issuance of convertible preferred stock | 194,547 | |
Loss on convertible notes | 46,250 | |
Gain on extinguishment of debt and accrued interest | (931,342) | (492,016) |
Taxable net income | (1,147,522) | (1,562,047) |
Change in Valuation allowance | 299,913 | 408,241 |
Income tax expense based on taxable net income | (299,913) | (408,241) |
Income tax expense |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of marginal tax rate | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of marginal tax rate [Abstract] | ||
Federal income tax rate | 21.00% | 21.00% |
Incremental New York State rate | 6.50% | 6.50% |
Impact of Federal rate on New York State rate | (1.40%) | (1.40%) |
Marginal income tax rate | 26.10% | 26.10% |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of components of tax expense | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of components of tax expense [Abstract] | ||
Book net income | 100.00% | 100.00% |
Less: | ||
Change in Fair value of derivatives | (84.20%) | 1.20% |
Amortization of discount on convertible debt | (6.00%) | (18.70%) |
Loss on issuance of convertible preferred stock | 0.00% | (12.30%) |
Loss on convertible notes | 0.00% | (2.90%) |
Gain on extinguishment of debt | 42.60% | 31.00% |
Taxable net income | 52.50% | 98.40% |
Change in Valuation allowance | (52.50%) | (98.40%) |
Income tax expense based on taxable net income | ||
Income tax expense |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Feb. 13, 2017 | Sep. 21, 2018 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |||
Seeking damages in excess amount | $ 500,000 | ||
Obtained a default judgment amount | $ 27,083.74 | ||
Note payable balance | $ 60,750 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 16, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | May 10, 2018 | |
Subsequent Events (Details) [Line Items] | |||||
Issuance of common shares | 1,095,458,048 | ||||
Issuance of common shares outstanding | 2,434,502,239 | ||||
Conversion of preferred stock | 34,700 | ||||
Convertible debt amount | $ 125,000 | ||||
Accrued interest | $ 19,870 | ||||
Sale of debt [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Shares outstanding | 250,000 | ||||
Extinguishment Of Debt [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Debt principal amount | $ 6,155 | ||||
Issuance of shares | 1,570,710,494 | ||||
Convertible debt amount | $ 5,551,793 | ||||
Accrued interest | $ 1,110,817 | ||||
Conversion of Preferred stock [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Issuance of shares | 154,863,248 | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Total amount of judgment | $ 348,548 | $ 260,000 |
Subsequent Events (Details) - S
Subsequent Events (Details) - Schedule of issuance of shares of common stock | 4 Months Ended |
May 15, 2021shares | |
Schedule of issuance of shares of common stock [Abstract] | |
Shares outstanding at December 31, 2020 | 1,339,044,282 |
Shares issued for extinguishment of debt | 1,571,710,494 |
Shares issued for conversion of Preferred stock | 89,243,590 |
Total shares issued | 1,660,954,084 |
Shares outstanding at May 15, 2021 | 2,999,998,366 |
Subsequent Events (Details) -_2
Subsequent Events (Details) - Schedule of extinguishment of debt | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Oasis Capital, LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 14-Jan-21 |
Shares (in Shares) | shares | 132,565,384 |
Principal | $ 29,827 |
Accrued interest | |
Fees | |
Total | $ 29,827 |
Oasis Capital, LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 27-Jan-21 |
Shares (in Shares) | shares | 98,310,546 |
Principal | $ 22,120 |
Accrued interest | 100 |
Fees | |
Total | $ 22,220 |
Oasis Capital, LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 10-Feb-21 |
Shares (in Shares) | shares | 155,422,101 |
Principal | $ 41,964 |
Accrued interest | |
Fees | |
Total | $ 41,964 |
GW Holdings Group, LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 2-Mar-21 |
Shares (in Shares) | shares | 20,203,797 |
Principal | $ 10,000 |
Accrued interest | |
Fees | |
Total | $ 10,000 |
Oasis Capital LLC Three [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 8-Mar-21 |
Shares (in Shares) | shares | 175,494,746 |
Principal | $ 71,075 |
Accrued interest | |
Fees | |
Total | $ 71,075 |
GW Holdings Group LLC One [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 9-Mar-21 |
Shares (in Shares) | shares | 3,818,181 |
Principal | $ 2,520 |
Accrued interest | |
Fees | |
Total | $ 2,520 |
Trillium Partners LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 3-Mar-21 |
Shares (in Shares) | shares | 86,508,841 |
Accrued interest | $ 37,039 |
Fees | 1,025 |
Total | $ 38,064 |
Trillium Partners LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 11-Mar-21 |
Shares (in Shares) | shares | 86,900,826 |
Principal | $ 42,000 |
Accrued interest | 9,550 |
Fees | 1,025 |
Total | $ 52,575 |
Trillium Partners LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 17-Mar-21 |
Shares (in Shares) | shares | 89,695,455 |
Principal | $ 58,000 |
Accrued interest | 174 |
Fees | 1,025 |
Total | $ 59,199 |
Oasis Capital LLC Four [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 19-Mar-21 |
Shares (in Shares) | shares | 193,311,158 |
Principal | $ 95,689 |
Accrued interest | |
Fees | |
Total | $ 95,689 |
Oasis Capital LLC Five [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 6-Apr-21 |
Shares (in Shares) | shares | 203,298,776 |
Principal | $ 91,484 |
Accrued interest | |
Fees | |
Total | $ 91,484 |
Trillium Partners LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 12-Apr-21 |
Shares (in Shares) | shares | 92,267,673 |
Principal | $ 25,000 |
Accrued interest | 24,722 |
Fees | 1,025 |
Total | $ 50,747 |
Oasis Capital LLC Six [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 26-Aprr-21 |
Shares (in Shares) | shares | 50,000,000 |
Principal | $ 20,250 |
Accrued interest | |
Fees | |
Total | $ 20,250 |
Oasis Capital LLC Seven [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 6-Apr-21 |
Shares (in Shares) | shares | 50,000,000 |
Principal | $ 20,250 |
Accrued interest | |
Fees | |
Total | $ 20,250 |
Trillium Partners LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 29-Apr-21 |
Shares (in Shares) | shares | 53,055,556 |
Principal | $ 25,000 |
Accrued interest | 238 |
Fees | 1,025 |
Total | $ 26,263 |
Trillium Partners LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 5-May-21 |
Shares (in Shares) | shares | 80,857,455 |
Principal | |
Accrued interest | 389,944 |
Fees | 1,030 |
Total | $ 40,024 |
Totals [Member] | |
Extinguishment of Debt [Line Items] | |
Shares (in Shares) | shares | 1,571,710,494 |
Principal | $ 555,179 |
Accrued interest | 110,817 |
Fees | 6,155 |
Total | $ 672,152 |
Subsequent Events (Details) -_3
Subsequent Events (Details) - Schedule of conversion of Preferred stock | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Trillium Partners LLC [Member] | |
Conversion of Stock [Line Items] | |
Date | 23-Mar-21 |
Shares | shares | 49,871,795 |
Total | $ | $ 20,370 |
Trillium Partners LLC One [Member] | |
Conversion of Stock [Line Items] | |
Date | 31-Mar-21 |
Shares | shares | 39,371,795 |
Total | $ | $ 14,330 |
Trillium Partners LLC Two [Member] | |
Conversion of Stock [Line Items] | |
Shares | shares | 89,243,590 |
Total | $ | $ 34,700 |
Subsequent Events (Details) -_4
Subsequent Events (Details) - Schedule of issuance of debt | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Debt Conversion [Line Items] | |
Amount | $ 125,000 |
Livingston Asset Management, LLC [Member] | |
Debt Conversion [Line Items] | |
Date Issued | 1-Jan-21 |
Interest Rate | 10.00% |
Maturity Date | 31-Oct-21 |
Amount | $ 25,000 |
Livingston Asset Management, LLC One [Member] | |
Debt Conversion [Line Items] | |
Date Issued | 1-Feb-21 |
Interest Rate | 10.00% |
Maturity Date | 30-Nov-21 |
Amount | $ 25,000 |
Livingston Asset Management, LLC Two [Member] | |
Debt Conversion [Line Items] | |
Date Issued | 1-Mar-21 |
Interest Rate | 10.00% |
Maturity Date | 31-Dec-21 |
Amount | $ 25,000 |
Livingston Asset Management, LLC Three [Member] | |
Debt Conversion [Line Items] | |
Date Issued | 1-Apr-21 |
Interest Rate | 10.00% |
Maturity Date | 31-Jan-22 |
Amount | $ 25,000 |
Livingston Asset Management, LLC Four [Member] | |
Debt Conversion [Line Items] | |
Date Issued | 1-May-21 |
Interest Rate | 10.00% |
Maturity Date | 28-Feb-21 |
Amount | $ 25,000 |