Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | IGEN Networks Corp. | ||
Entity Central Index Key | 0001393540 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 2,007,815,097 | ||
Entity Public Float | $ 4,452,725 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-141875 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 20-5879021 | ||
Entity Interactive Data Current | Yes | ||
Entity Address Address Line 1 | 31772 Casino Drive | ||
Entity Address Address Line 2 | Suite C | ||
Entity Address City Or Town | Lake Elsinore | ||
Entity Address State Or Province | CA | ||
Entity Address Postal Zip Code | 92530 | ||
City Area Code | 1 | ||
Local Phone Number | 855-912-5378 | ||
Auditor Name | GreenGrowthCPAs | ||
Auditor Location | Los Angeles, California | ||
Auditor Firm Id | 6580 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 0 | $ 64,429 |
Accounts and other receivables, net | 21,902 | 38,754 |
Inventory | 30,141 | 71,183 |
Total Current Assets | 52,043 | 174,366 |
Deposits | 5,722 | 5,722 |
Operating lease asset, net | 53,017 | 76,230 |
Goodwill | 505,508 | 505,508 |
Total Assets | 616,290 | 761,826 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 360,227 | 678,347 |
Current portion of deferred revenue, net of contract assets | 81,066 | 65,715 |
Notes payable, current portion | 596,746 | 114,338 |
Convertible debentures, current portion, net of discount of $0 and $30,586, respectively | 37,000 | 89,064 |
Derivative liabilities | 111,010 | 136,902 |
Total Current Liabilities | 1,186,049 | 1,084,366 |
Notes payable, net of current portion | 160,736 | 152,147 |
Operating lease liability, net of current portion | 27,098 | 55,211 |
Deferred revenue, net of contract assets and current portion | 81,632 | 79,770 |
Total Liabilities | 1,455,515 | 1,371,494 |
Redeemable convertible preferred stock - Series A: | ||
Authorized - 1,250,000 shares with $0.001 par value, 214,500 shares and 199,375 shares issued and outstanding as of December 31, 2022 and 2021, respectively, aggregate liquidation preference of $218,222 and $203,463 as of December 31, 2022 and 2021, respectively, and net of discount of $59,954 and $101,317 as of December 31, 2022 and 2021, respectively | 138,429 | 84,022 |
Stockholders' Deficit | ||
Common stock: Authorized - 2,190,000,000 shares with $0.001 par value issued and outstanding - 1,890,261,047 and 1,476,869,532 shares as of December 31, 2022 and 2021, respectively | 1,890,262 | 1,476,870 |
Additional paid-in capital | 17,298,474 | 16,900,962 |
Accumulated Deficit | (20,170,140) | (19,076,522) |
Total Stockholders' Deficit | (977,654) | (693,690) |
Total Liabilities and Stockholders' Deficit | 616,290 | 761,826 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Series B preferred stock - Authorized - 5,000,000 shares with $0.001 par value, issued and outstanding - 3,750,000 and 5,000,000 shares, as of December 31, 2022 and 2021, respectively | $ 3,750 | $ 5,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Convertible debentures, current portion, discount | $ 0 | $ 30,586 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,190,000,000 | 2,190,000,000 |
Common stock, shares issued | 1,890,261,047 | 1,476,869,532 |
Common stock, shares outstanding | 1,890,261,047 | 1,476,869,532 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 3,750,000 | 5,000,000 |
Preferred stock, shares outstanding | 3,750,000 | 5,000,000 |
Redeemable Convertible Preferred Stock [Member] | ||
Series A Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Series A Preferred stock, shares authorized | 1,250,000 | 1,250,000 |
Series A Preferred stock, shares issued | 214,500 | 199,375 |
Series A Preferred stock, shares outstanding | 214,500 | 199,375 |
Series A Preferred stock, discount | $ 59,954 | $ 101,317 |
Series A Preferred stock, Aggregate liquidation preference | $ 218,222 | $ 203,463 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Sales, services | $ 318,016 | $ 268,947 |
Total Revenues | 318,016 | 268,947 |
Cost of goods sold | 322,566 | 123,793 |
Gross (Loss) Profit | (4,550) | 145,154 |
Expenses: | ||
Selling, general and administrative expenses | 400,860 | 423,288 |
Payroll and related | 338,594 | 284,110 |
Management and consulting fees | 192,350 | 193,647 |
Stock-based director expense | 36,000 | 2,590,040 |
Total Expenses | 967,804 | 3,491,085 |
Loss Before Other Income (Expense) | (972,354) | (3,345,931) |
Other Income (Expense): | ||
Accretion of discounts on convertible debentures | (35,201) | (134,014) |
Change in fair value of derivative liabilities | (48,691) | 79,337 |
Gain on extinguishment of debt, net | 301,360 | 0 |
Interest expense | (151,912) | (27,521) |
Total Other Income (Expense), net | 65,556 | (82,198) |
Net Loss before Provision for Income Taxes | (906,798) | (3,428,129) |
Provision for Income Taxes | (800) | (808) |
Net Loss | (907,598) | (3,428,937) |
Accrued and deemed dividend on redeemable convertible preferred stock | (251,592) | (371,926) |
Net loss attributable to common stockholders | $ (1,159,190) | $ (3,800,863) |
Basic and Diluted Loss per Common Share | $ 0 | $ 0 |
Weighted Average Number of Common Shares Outstanding | 1,613,852,078 | 1,263,939,724 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred stock and Stockholders Deficit - USD ($) | Total | Redeemable Convertible Preferred Stock Series A [Member] | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Series B Preferred Stocks [Member] |
Balance, shares at Dec. 31, 2020 | 186,450 | 1,192,192,158 | 1,000,000 | |||
Balance, amount at Dec. 31, 2020 | $ (923,017) | $ 51,907 | $ 1,192,192 | $ 13,068,978 | $ (15,185,187) | $ 1,000 |
Shares of Series A preferred stock for cash, net of costs and discounts, shares | 517,550 | |||||
Shares of Series A preferred stock for cash, net of costs and discounts, amount | (76,304) | $ 150,644 | 0 | 0 | (76,304) | 0 |
Accrued dividends on Series A preferred stock | (147,652) | $ 147,652 | $ 0 | 0 | (147,652) | 0 |
Conversion of Series A preferred shares to common stock, shares | (504,625) | 113,571,223 | ||||
Conversion of Series A preferred shares to common stock, amount | 623,130 | $ (266,181) | $ 113,573 | 747,999 | (238,442) | $ 0 |
Issuance of Series B preferred stock, shares | 4,000,000 | |||||
Issuance of Series B preferred stock, amount | 2,554,447 | 0 | $ 0 | 2,550,447 | 0 | $ 4,000 |
Shares of common stock issued for cash, shares | 151,368,383 | |||||
Shares of common stock issued for cash, amount | 621,745 | 0 | $ 151,368 | 470,377 | 0 | 0 |
Shares of common stock issued for exercise of convertible note, including fees, shares | 1,780,825 | |||||
Shares of common stock issued for exercise of convertible note, including fees, amount | 18,610 | 0 | $ 1,781 | 16,829 | 0 | 0 |
Stock-based compensation, shares | 7,235,356 | |||||
Stock-based compensation, amount | 42,045 | 0 | $ 7,235 | 34,810 | 0 | 0 |
Cashless exercise of warrants, shares | 498,260 | |||||
Cashless exercise of warrants, amount | 0 | 0 | $ 498 | (498) | 0 | 0 |
Issuance of common stock for conversion of payables, shares | 3,243,875 | |||||
Issuance of common stock for conversion of payables, amount | 16,543 | 0 | $ 3,244 | 13,299 | 0 | 0 |
Issuance of common stock for commitment fee on equity line, shares | 5,479,452 | |||||
Issuance of common stock for commitment fee on equity line, amount | 0 | 0 | $ 5,479 | (5,479) | 0 | 0 |
Issuance of common stock for loan extension, shares | 1,500,000 | |||||
Issuance of common stock for loan extension, amount | 5,700 | 0 | $ 1,500 | 4,200 | 0 | 0 |
Net loss | (3,428,937) | $ 0 | $ 0 | 0 | (3,428,937) | $ 0 |
Balance, shares at Dec. 31, 2021 | 199,375 | 1,476,869,532 | 5,000,000 | |||
Balance, amount at Dec. 31, 2021 | (693,690) | $ 84,022 | $ 1,476,870 | 16,900,962 | (19,076,522) | $ 5,000 |
Shares of Series A preferred stock for cash, net of costs and discounts, shares | 445,500 | |||||
Shares of Series A preferred stock for cash, net of costs and discounts, amount | 0 | $ 229,362 | 0 | 0 | 0 | 0 |
Accrued dividends on Series A preferred stock | (126,186) | $ 126,186 | $ 0 | 0 | (126,186) | 0 |
Conversion of Series A preferred shares to common stock, shares | (430,375) | 264,726,807 | ||||
Conversion of Series A preferred shares to common stock, amount | 546,461 | $ (301,141) | $ 264,727 | 407,140 | (125,406) | 0 |
Cashless exercise of warrants, shares | 19,560,705 | |||||
Cashless exercise of warrants, amount | 0 | 0 | $ 19,561 | (19,561) | 0 | 0 |
Net loss | (907,598) | 0 | $ 0 | 0 | (907,598) | 0 |
Issuance of shares to directors, shares | 20,000,000 | |||||
Issuance of shares to directors, amount | 36,000 | 0 | $ 20,000 | 16,000 | 0 | 0 |
Issuance of shares for services, shares | 3,113,005 | |||||
Issuance of shares for services, amount | 13,613 | 0 | $ 3,113 | 10,500 | 0 | 0 |
Issuance of shares for cash, net of commitment fees, shares | 105,990,998 | |||||
Issuance of shares for cash, net of commitment fees, amount | 153,746 | 0 | $ 105,991 | 47,755 | 0 | $ 0 |
Repurchase of Series B Preferred Stock, shares | (1,250,000) | |||||
Repurchase of Series B Preferred Stock, amount | 0 | $ 0 | $ 0 | (64,322) | 65,572 | $ (1,250) |
Balance, shares at Dec. 31, 2022 | 214,500 | 1,890,261,047 | 3,750,000 | |||
Balance, amount at Dec. 31, 2022 | $ (977,654) | $ 138,429 | $ 1,890,262 | $ 17,298,474 | $ (20,170,140) | $ 3,750 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (907,598) | $ (3,428,937) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of discounts on convertible debentures and preferred stock | 35,201 | 134,014 |
Change in fair value of derivative liabilities | 48,691 | (79,337) |
Interest charge for derivative liabilities in excess of face amount of debt | 0 | |
Gain on settlement of debt | (301,360) | 0 |
Amortization of right of use asset | 23,213 | 5,438 |
Stock-based compensation | 49,613 | 2,602,191 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 16,852 | (3,924) |
Inventory | 41,042 | (50,727) |
Prepaid expenses and deposits | 0 | (5,722) |
Accounts payable and accrued liabilities | (923) | (142,629) |
Deferred revenue, net | 17,213 | 6,673 |
Net Cash Used in Operating Activities | (978,056) | (962,960) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of preferred stock, net of offering costs | 390,000 | 470,500 |
Proceeds from notes payable | 527,000 | 49,965 |
Repayment of lease liability | (28,113) | (5,438) |
Repayment of notes payable | (127,756) | (136,115) |
Repurchase of Series B preferred stock | (1,250) | 0 |
Proceeds from issuance of common stock | 153,746 | 621,746 |
Net Cash Provided by Financing Activities | 913,627 | 1,000,658 |
Change in Cash | (64,429) | 37,698 |
Cash, Beginning of Year | 64,429 | 26,731 |
Cash, End of Year | 0 | 64,429 |
Supplemental Disclosures: | ||
Interest paid | 104,164 | 18,593 |
Income taxes paid | 0 | 808 |
Conversion of notes payable and accrued interest: | ||
Fair value of common shares issued | 0 | 18,610 |
Derecognition of notes payable and accrued interest | 0 | (9,616) |
Derecognition of unamortized discount | 0 | 0 |
Derecognition of derivative liabilities | 0 | (9,013) |
Conversion of preferred stock: | ||
Fair value of common stock issued | 671,866 | 861,574 |
Derecognition of preferred stock | (437,139) | (472,810) |
Derecognition of unamortized discount | 146,448 | 206,629 |
Derecognition of derivative liabilities | (241,490) | (356,951) |
Deemed divided | (125,406) | (251,187) |
Discount related to issuance of preferred stock | 175,638 | 319,856 |
Deemed dividends on preferred stock (excluding conversions) | 126,186 | (147,653) |
Cashless exercise of warrants | 19,561 | 498 |
Issuance of common shares for commitment fee on equity line | 12,500 | 5,481 |
Right of use asset | 0 | 81,668 |
Reclassification of security deposit to accounts payable | $ 0 | $ 4,013 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business IGEN Networks Corp. (“IGEN”, the “Company”, “we”, “our”) was incorporated in the State of Nevada on November 14, 2006, under the name of Nurse Solutions Inc. On September 19, 2008, the Company changed its name to Sync2 Entertainment Corporation and traded under the symbol SYTO. On September 15, 2008, the Company became a reporting issuer in British Columbia, Canada. On May 26, 2009, the Company changed its name to IGEN Networks Corp. On March 25, 2015, the Company was listed on the Canadian Securities Exchange (CSE) under the trading symbol IGN and the Company became a reporting Venture Issuer in British Columbia and Ontario, Canada. The Company’s principal business is the development and marketing of software services for the automotive industry. The Company works with wireless carriers, hardware suppliers and software developers to provide direct and secure access to information on the vehicle and the driver’s behavior. The software services are delivered from the AWS Cloud to the consumer and their families over the wireless networks and accessed from any mobile or desktop device. The software services are marketed to automotive dealers, financial institutions, and direct-to-consumer through various commercial and consumer brands. Going Concern The consolidated financial statements as of and for the year ended December 31, 2022 have been prepared assuming that the Company will continue as a going concern. The Company has experienced recurring losses from operations and has negative operating cash flows since inception, has a working capital deficit of $1,134,006 and an accumulated deficit of $20,170,140 as of December 31, 2022, and is dependent on its ability to raise capital from stockholders or other sources to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, the Company plans to achieve profitable operations through the increase in revenue base and successfully growing its operations organically or through acquisitions. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basic of Presentation and Consolidation These consolidated financial statements and related notes include the records of the Company and the Company’s wholly-owned subsidiary, Nimbo Tracking LLC, which is based in the USA. All intercompany transactions and balances have been eliminated. These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), are expressed in U.S. dollars, and, in management’s opinion, have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below. Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, valuation of inventory, the useful life and recoverability of equipment, impairment of goodwill, valuation of notes payable and convertible debentures, fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less at the time of acquisition to be cash equivalents. Accounts Receivable Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. As of December 31, 2022 and 2021, the allowance for doubtful accounts was approximately $16,000 and $11,000, respectively. Inventory Inventory consists of vehicle tracking and recovery devices and is comprised entirely of finished goods that can be resold. Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. There was no provision for inventory recorded during the years ended December 31, 2022 and 2021. Equipment Office equipment, computer equipment, and software are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed. All equipment was fully depreciated as of December 31, 2022 and 2021. For purposes of computing depreciation, the method of depreciating equipment is as follows: Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line Goodwill Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company has only one reporting unit. Therefore, all of the Company’s goodwill relates to that reporting unit, and at December 31, 2022 and 2021, the carrying value for that reporting unit is negative. Impairment of Long-lived Assets The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset during the year the impairment occurs. Fair Value Measurements and Financial Instruments In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” the Company is to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. See Note 7 for fair value measurement information related to the Company’s derivative liabilities. The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash and accounts receivable. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions. Revenue Recognition and Deferred Revenue We recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue in accordance with U.S. GAAP. Title and risk of loss generally pass to our customers upon delivery, as we have insurance for lost shipments. In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. We derive substantially all our revenues from the sale of products and services combined into one performance obligation. Product revenue includes the shipment of product according to the agreement with our customers. Service revenue include vehicle tracking services and customer support (technical support), installations and consulting. A contract usually includes both product and services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Performance obligations include, but are not limited to, pass-thru harnesses and vehicle tracking services. Almost all of our revenues are derived from customers located in United States of America in the auto industry. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are not sold on a standalone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. The Company has insignificant revenues related to product sales. For these revenues, the Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. For arrangements under which the Company provides vehicle tracking services, which account for the substantial portion of the Company’s revenues, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program. Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. Revenue relating to the sale of service fees on its vehicle tracking and recovery services is recognized over the life of the contact. The service renewal fees are offered in terms ranging from 12 to 36 months and are generally payable upon delivery of the vehicle tracking devices or in full upon renewal. Deferred revenues are recorded net of contract assets when cash payments are received from customers in advance of the Company’s performance. Contract assets represent the costs of (1) commission costs, (2) installation costs, and (3) the underlying hardware to enable the Company to perform on its contracts with customers and are amortized using the same method and term as deferred revenues. As of December 31, 2022 and 2021, deferred revenues, net of contract assets totaled $162,698 and $145,485, respectively, and contract assets totaled $73,450 and $71,441, respectively. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion. During the year ended December 31, 2022, the Company recorded additions to deferred revenues of $238,284 and recognized total revenues of $210,222 through the amortization of deferred revenues. During the year ended December 31, 2022, the Company recognized revenues of $112,323 related to deferred revenues outstanding as of December 31, 2021 as the services were performed. Financing Costs and Debt Discount Financing costs and debt discounts are recorded net of notes payable and convertible debentures in the consolidated balance sheets. Amortization of financing costs and the debt discounts is calculated using the effective interest method over the term of the debt and is recorded as interest expense in the consolidated statements of operations. Income Taxes Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards 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 income 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 income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Stock-based Compensation The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur. Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts (including embedded conversion features) that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Loss Per Share Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share give effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible debentures, using the if-converted method. In computing diluted earnings (loss) per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted earnings (loss) per share exclude all potentially issuable shares if their effect is anti-dilutive. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented. As of December 31, 2022 and 2021, the Company has 442,441,431 and 239,950,260 potentially dilutive shares outstanding, respectively. Recent Accounting Pronouncement In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40)” 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 consolidated financial position or results of operations. |
Accounts and Other Receivables
Accounts and Other Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Accounts and Other Receivables | |
Accounts and Other Receivables | 3. Accounts and Other Receivables December 31, 2022 December 31, 2021 Trade accounts receivable $ 38,190 $ 49,462 Allowance for doubtful accounts (16,288 ) (10,708 ) $ 21,902 $ 38,754 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill | |
Goodwill | 4. Goodwill As of December 31, 2022 and 2021, the Company had goodwill of $505,508 related to the acquisition of Nimbo Tracking, LLC. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | 5. Accounts Payable and Accrued Liabilities December 31, 2022 December 31, 2021 Trade accounts payable $ 174,319 $ 540,288 Accrued liabilities 49,723 5,740 Lease liability, current portion 28,110 21,019 Accrued interest payable 2,386 6,097 Payroll and commissions payable 15,689 15,203 Unrecognized tax position 90,000 90,000 $ 360,227 $ 678,347 |
Convertible Debentures and Note
Convertible Debentures and Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Debentures and Notes Payable | |
Convertible Debentures and Notes Payable | 6. Convertible Debentures and Notes Payable On May 17, 2019, the Company entered into a Convertible Promissory Note (“Promissory Note”) with Crown Bridge Partners, LLC (the “Holder”). The Promissory Note bears interest at 7% per annum (with the understanding that the first 12 months of interest of each tranche will be guaranteed). The maturity date is 18 months from the effective date of each payment. The Conversion Price, as defined in the agreement, is the lesser of (i) the lowest Trading Price (as defined below) during the previous 25 trading day period ending on the latest complete trading day prior to the date of this Promissory Note or (ii) the Variable Conversion Price (as defined below). The Variable Conversion Price means the lowest one Trading Price (as defined below) for the common stock during the 25 Trading Day period ending on the last complete Trading Day prior to the Conversion Date. Trading Price means, for any security as of any date, the lesser of the (i) lowest traded price and (ii) lowest closing bid price. Based on the Company’s examination of the conversion feature and the relative accounting guidance, the Company has determined that the conversion feature should be treated as a derivative liability for accounting purposes. Additionally, if at any time while the Promissory Note is outstanding, the Conversion Price is equal to or lower than $0.025, then an additional $10,000 will be automatically added to the principal balance of each tranche funded under the Note. In connection with the Promissory Note, the Company also entered into a Securities Purchase Agreement with the Holder which states that the Company will also issue to the Holder a warrant to purchase an amount of shares of its common stock equal to 50% of the face value of each respective tranche divided by $0.10. Per the terms of the Common Stock Purchase Warrant agreement, on May 17, 2019, the Company issued a warrant to purchase 250,000 shares of common stock with an Exercise Price of $0.10 subject to adjustment (standard anti-dilution features). The agreement contains a down-round provision that automatically resets the exercise price of the warrant to a new exercise price that is equal to the per share price of common stock subsequently issued (including conversions of debt and preferred stock). Upon the lowing of the exercise price, the number of warrants will be increased such that the total proceeds upon exercise is the same amount (see Note 7). If the Market Price of one shares of common stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to cashless exercise, in lieu of cash exercise, per a defined formula in the agreement. On June 19, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000 and the note matures on December 19, 2021. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $142,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $122,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. As of December 31, 2022, the principal and interest owed under this note totaled $12,000. On July 10, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000 and the note matures on January 10, 2022. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $61,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $42,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. As of December 31, 2022, the principal and interest owed under this note totaled $25,000. On May 4, 2020, the Company entered into a Paycheck Protection Program (“PPP”) Loan with a principal amount of $59,949 through a financial institution under the PPP administered by the SBA and established as part of the CARES Act. The PPP Loan bears interest at 1.0% per annum and matures on May 4, 2022 with the first six months of interest and principal payments deferred. The amount borrowed under the PPP Loan is guaranteed by the U.S. Small Business Administration (“SBA”) and is eligible for forgiveness in an amount equal to the sum of the eligible costs, including payroll, benefits, rent and utilities, incurred by the Company during the 24-week period beginning on the date the Company received the proceeds. The PPP Loan contains customary events of default, and the occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Loan. As of December 31, 2022, the balance of the PPP Loan, including accrued interest was $60,948. On July 7, 2020, the Company entered into a secured disaster loan with the SBA with a principal amount of $150,000. The SBA loan bears interest at 3.75% per annum and matures in July 2050. The Company is required to make monthly principal and interest payments of $731 beginning in July 2021. As of December 31, 2022, the balance on the SBA loan, including interest was $164,063. On November 2, 2020, the Company received $146,500 in net cash proceeds from a note holder under an Inventory Financing Promissory Note. The related principal amount due for the convertible debt instrument was $168,000. The note bears interest at 12% per annum and matures on May 2, 2022. Principal and accrued interest are convertible into common stock at a variable conversion price, which is 80% of the average two lowest traded prices for common stock during a 10-day trading period prior to conversion. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $99,000 and recorded a related derivative liability for that amount. The Company also issued 2,000,000 shares of common stock to the note holder as additional compensation. The value of the shares, $14,800. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling approximately $135,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. During the year ended December 31, 2022, the Company received forgiveness of the note totaling $45,148 and paid down the remaining balance and accrued interest. As of December 31, 2022 the balance on the note is $0. On December 13, 2021, the Company received $50,000 in net cash proceeds from a note holder under a short-term bridge note. During the year ended December 31, 2022, the Company borrowed an additional $127,000 under the note. The note matures on February 13, 2023. The Company is required to make 34 weekly payments of $4,633. As of December 31, 2022, the balance on the note was $130,355. During the year ended December 31, 2021, the holders of the convertible notes converted a total of $9,616 of principal, interest and fees for a total of 1,780,825 shares of common stock. Related to these conversions during the year ended December 31, 2021, the Company recorded a reduction of the associated derivative liability for the conversion features of $9,013 and a reduction of the debt discount of $0 as components of the loss on settlement of debt. During the year ended December 31, 2021, the Company recorded $134,014 of interest expense related to the amortization of the debt discounts. During the year ended December 31, 2022, the Company entered into four separate notes with an investor, for total principal of $400,000. The notes mature through March 2023 and bear interest between 6% and 12% per annum. As of December 31, 2022, the principal and interest owed on these notes totaled $401,516. As of December 31, 2022 long-term debt matures as follows: Year Ending Notes Payable Convertible Notes Total 2023 $ 596,745 $ 37,000 $ 633,745 2024 3,454 - 3,454 2025 3,586 - 3,586 2026 3,718 - 3,718 2027 3,900 - 3,900 Thereafter 146,078 - 146,078 $ 757,482 $ 37,000 $ 794,482 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities | |
Derivative Liabilities | 7. Derivative Liabilities During the years ended December 31, 2022 and 2021, the Company had outstanding convertible debentures with variable exercise prices based on market rates (see Note 6) and convertible series A preferred stock with variable exercise prices based on market rates (see Note 9). The Company records the fair value of the conversion features with variable exercise prices based on future market rates in accordance with ASC 815. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statements of operations. The Company uses a multi-nominal lattice model to fair value the derivative liabilities. The following inputs and assumptions were used to value the conversion features outstanding during the years ended December 31, 2022 and 2021, assuming no expected dividends: 2022 2021 Expected volatility 145-166 % 135-275 % Risk free interest rate 1.34-4.68 % 0.05-0.15 % Expected life (in years) 0-1.5 0-1.5 The following table presents the Company’s embedded conversion features of its convertible debt and preferred stock measured at fair value on a recurring basis as of December 31, 2022 and 2021. Level 3 Carrying Value as of December 31, 2022 Level 3 Carrying Value as of December 31, 2021 Derivative liabilities: Embedded conversion feature – convertible debt $ - $ 51,131 Embedded conversion feature – preferred stock 111,010 85,771 $ 111,010 $ 136,902 The following table provides a reconciliation of the beginning and ending balances for the Company’s derivative liabilities measured at fair value using Level 3 inputs: For The Year Ended December 31, 2022 For The Year Ended December 31, 2021 Embedded Conversion Features – Debt Instruments Balances, as of the beginning of the year $ 51,131 $ 97,024 Derivative liabilities recorded upon issuance of debt instruments - - Extinguishment due to conversion of debt instruments - (8,994 ) Net changes in fair value included in net loss (51,131 ) (36,989 ) Ending balance $ - $ 51,131 Embedded Conversion Features – Preferred Stock Balances, as of the beginning of the year $ 85,771 $ 92,751 Derivative liabilities recorded upon issuance of preferred stock 175,639 392,410 Extinguishment due to conversion of preferred stock (241,490 ) (356,951 ) Net changes in fair value included in net loss 91,090 (42,439 ) Ending balance $ 111,010 $ 85,771 Total ending balance $ 111,010 $ 136,902 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 8. Related Party Transactions (a) During the years ended December 31, 2022 and 2021, the Company incurred approximately $145,000 and $147,000, respectively, in management and consulting fees with an officer and an entity controlled by him. As of December 31, 2022 and 2021, the Company owed approximately $5,000 and $9,000, respectively, to directors and officers and a company controlled by a director, which is included in accounts payable and accrued liabilities. The amounts owed are unsecured, non-interest bearing, and due on demand. (b) During the years ended December 31, 2022 and 2021, the Company issued 0 and 4,608,173 shares of common stock for the conversion of $0 and $24,729, respectively of accrued expenses owed to the CEO and VP of Operations. (c) During the year ended December 31, 2022 and 2021, the Company recorded approximately $0 and $8,000, respectively to the VP and General Manager for rent and other office expenses. |
Redeemable Preferred Stock and
Redeemable Preferred Stock and Stockholders Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Redeemable Preferred Stock and Stockholders Deficit | |
Redeemable Preferred Stock and Stockholders' Deficit | 9. Redeemable Preferred Stock and Stockholders’ Deficit Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. The Company has designated 1,250,000 of these shares as Series A Convertible Preferred Stock (“Series A Preferred Stock”). On February 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 58,850 shares for proceeds of $53,500. On March 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 80,850 shares for proceeds of $73,500. On April 5, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 58,850 shares for proceeds of $53,500. On April 30, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750. On June 17, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 60,500 shares for proceeds of $55,000. On August 11, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750. On September 13, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750. On December 27, 2021, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 81,125 shares for proceeds of $73,750. On February 2, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500. On March 24, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500. On April 26, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500. On May 20, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 53,625 shares for proceeds of $48,750. On August 23, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500. On September 26, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500. On November 2, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 48,125 shares for proceeds of $43,750. On December 14, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 48,125 shares for proceeds of $43,750. Rights and Privileges of the Series A Preferred Stock · Voting · Dividends · Liquidation Preference · Redemption · Mandatory Redemption · Conversion · Default Adjustments Based on the terms of the conversion feature, the Company could be required to issue an infinite number of shares of common stock. As such, the Company has determined the conversion feature to be a derivative liability under relevant accounting guidance. The Company estimated the fair value of the conversion feature using the Binomial Lattice Model on the date of issuance, on the date of each conversion notice, and remeasures the fair value at each reporting period. During the year ended December 31, 2022, the Company issued 445,500 shares of series A preferred stock for proceeds of $405,000. Related to these issuances, the Company recorded derivative liabilities of $175,638 and discounts to the preferred stock of $175,638, which is being amortized to deemed dividends over the redemption period. Also related to these issuances the Company recorded deemed dividends of $126,186. During the year ended December 31, 2022, the holder of the Series A preferred stock converted 430,375 shares of Series A preferred stock and accrued dividends into 264,726,807 shares of common stock. Related to these conversions during the year ended December 31, 2022, the Company recorded a reduction of the associated derivative liability for the conversion features of $241,490 and a reduction of the preferred stock discount of $142,620 and $125,406 of deemed dividend. Rights and Privileges of the Series B Preferred Stock In February 2021, the Company issued 500,000 shares of its Series B Super Voting Preferred Stock. Each share of Series B preferred stock has voting rights equal to 500 shares of common stock, is not entitled to receive dividends, is not convertible into shares of common stock. If the holder of the Series B preferred stock ceases to be a Board Member, the Company will repurchase any Series B preferred stock from the holder for a price of $0.001 per share. If the holder of the Series B preferred stock proposes to transfer any shares of Series B preferred stock, the Company will have 90 days to repurchase the shares for a price of $0.001 per share. The grant date fair value of the Series B preferred stock issued during the nine months ended September 30, 2021 was $278,447 and was recorded to stock-based compensation expense in the accompanying condensed consolidated statements of operations. During the year ended December 31, 2022, the Company repurchased 1,250,000 shares of its Series B Super Voting Preferred Stock, valued at $65,572 and $1,250 cash, per the terms of the Series B shareholder agreement. Common Stock 2022 During the year ended December 31, 2022, the Company issued 3,113,005 shares of common stock for services provided by a vendor. During the year ended December 31, 2022, the Company issued 19,560,705 shares of common stock for the exercise of a warrant on a cashless basis. During the year ended December 31, 2022, the Company issued 264,726,807 shares of common stock for the conversion of Series A preferred stock and accrued dividends. During the year ended December 31, 2022, the Company issued 12,500,000 shares of common stock as a commitment fee for a new equity line of credit. During the year ended December 31, 2022, the Company issued 93,490,998 shares of common stock for cash proceeds of $153,746. During the year ended December 31, 2022, the Company issued 20,000,000 shares of common stock for services provided by management and the board of directors. 2021 During the year ended December 31, 2021, the Company sold a total of 151,368,383 shares of common stock for proceeds of $621,745. During the year ended December 31, 2021, the Company issued a total of 10,479,231 shares of common stock for the conversion of $58,588 of accrued expenses owed to the VP and General Manager and another employee. During the year ended December 31, 2021, the Company issued 498,260 shares for the cashless exercise of warrants. During the year ended December 31, 2021, the Company issued 113,571,223 shares of common stock for the conversion of Series A preferred stock and accrued dividends. During the year ended December 31, 2021, the Company issued 1,780,825 shares of common stock for the conversion of debt and accrued interest. During the year ended December 31, 2021, the Company issued a total of 6,979,452 shares of common stock for a loan commitment fee and a loan extension fee. |
Share Purchase Warrants
Share Purchase Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Share Purchase Warrants | |
Share Purchase Warrants | 10. Share Purchase Warrants The following table summarizes the activity of the Company’s share purchase warrants: Number of warrants Weighted average exercise price Balance, January 1, 2021 166,517,918 $ 0.00 Issued - - Adjusted for triggered down-round provisions 0.00 Exercised 0.00 Expired (980,392 ) 0.00 Balance, December 31, 2021 165,537,526 0.00 Issued - - Adjusted for triggered down-round provisions - 0.00 Exercised (20,408,163 ) 0.00 Expired (50,000 ) 0.00 Balance, December 31, 2022 145,079,363 $ 0.00 As of December 31, 2022, the following share purchase warrants were outstanding: Number of warrants outstanding Exercise price Expiration date 2,222,222 $ 0.03 December 2, 2024 142,857,141 $ 0.00 September 23, 2024 145,079,363 During the year ended December 31, 2022, a warrant holder exercised 20,408,163 warrants on a cashless basis resulting in the issuance of 19,560,705 shares of common stock. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2022 | |
Stock Options | |
Stock Options | 11. Stock Options The Company established a stock option plan for directors, officers, employees and consultants of the Company (the “Plan”). The purpose of the Plan is to give to directors, officers, employees and consultants of the Company, as additional compensation, the opportunity to participate in the profitability of the Company by granting to such individuals options, exercisable over periods of up to ten (10) years as determined by the board of directors of the Company, to buy shares of the Company at a price equal to the Market Price (as defined) prevailing on the date the option is granted. As of December 31, 2022, there were 6,440,000 shares available under the Plan. The following table summarizes the activity of the Company’s stock options: Number of options Weighted average exercise price Aggregate intrinsic value Balance, January 1, 2021 3,250,000 $ 0.09 Granted - - Exercised - - Cancelled / forfeited (75,000 ) 0.16 Balance, December 31, 2021 3,175,000 $ 0.08 $ - Granted - - Cancelled / forfeited (1,675,000 ) 0.12 Balance, December 31, 2022 1,500,000 $ 0.04 $ - Vested as of December 31, 2022 1,500,000 $ 0.04 $ - Unvested as of December 31, 2022 - $ - $ - Outstanding Exercisable Range of exercise prices Number of shares Weighted average remaining contractual life (years) Weighted average exercise price Number of shares Weighted average exercise price $ 0.04 1,500,000 1.4 0.04 1,500,000 0.04 1,500,000 1.4 $ 0.04 1,500,000 $ 0.04 During the years ended December 31, 2022 and 2021, the Company did not issue any options to employees. As of December 31, 2022, the Company had no unrecognized compensation expense. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2022 | |
Segments | |
Segments | 12. Segments The Company has one reportable segment: vehicle tracking and recovery solutions. The Company allocates resources to and assesses the performance of each reportable segment using information about its revenue and operating income (loss). The Company does not evaluate operating segments using discrete asset information. Segmentation by geographical location is not presented as all revenues are earned in the U.S. Total assets by segment are not presented as that information is not used to allocate resources or assess performance at the segment level and is not reviewed by the Chief Operating Decision Maker of the Company. |
Risk and Uncertainities
Risk and Uncertainities | 12 Months Ended |
Dec. 31, 2022 | |
Risk and Uncertainities | |
Risk and Uncertainities | 13. Risks and Uncertainties The Company extends credit to customers on an unsecured basis in the normal course of business. The Company’s policy is to perform an analysis of the recoverability of its receivables at the end of each reporting period and to establish allowances where appropriate. The Company analyzes historical bad debts and contract losses, customer concentrations, and customer credit-worthiness when evaluating the adequacy of the allowances. During the year ended December 31, 2022 and 2021, the Company had four and two customers which accounted for 77% and 56%, respectively, of total invoiced amounts, which are recorded as deferred revenues and amortized over the related service period to revenues. As of December 31, 2022 and 2021, the Company had three and one customers, respectively, which accounted for 99% and 99%, respectively, of the gross accounts receivable balance. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 14. Income Taxes The Company’s income tax provision consists of the following: 2022 2021 Current: Federal $ - $ - State 800 808 Foreign - - Total Current 800 808 Deferred: Federal - - State - - Foreign - - Total Deferred - - Provision for income taxes $ 800 $ 808 A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income taxes to the income tax provision is as follows: 2022 2021 Computed tax benefit at federal statutory rate $ (190,596 ) $ 764,147 State taxes 632 638 Permanent items 75 75 Stock-based compensation 175,196 8,829 Incentive stock options - - Conversion feature derivative liability - - Interest expense, derivative liability - - Uncertain tax positions - - Impact of difference related to foreign earnings - - Gain on extinguishment of debt - - Change in fair value of derivative liability 10,225 16,661 Valuation allowance 5,268 (789,542 ) Provision for income taxes $ 800 $ 808 Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: 2022 2021 Deferred Tax Assets: Net operating loss carryforwards $ 2,967,000 $ 604,000 Stock-based compensation 529,000 767,000 Accounts receivable and other timing differences 140,000 138,000 Basis difference in assets and debt (80,000 ) (71,000 ) Total Deferred Tax Asset 3,556,000 1,438,000 Valuation allowance (3,556,000 ) (1,438,000 ) Net Deferred Tax Asset $ - $ - Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets for the U.S. federal and state have been fully offset by a valuation allowance. As of December 31, 2022, the Company had net operating loss carryforwards for federal and state income tax purposes of $9,970,000 and $9,739,000, respectively, which expire beginning in the year 2029. The Company is required to file US federal and California tax returns, however the Company has not filed its federal or state returns since 2009 Due to the Company’s loss position the statute remains open for any losses carried over into the current year which means all years from 2007 remain open to examination. The Company has adopted FASB ASC 740, “Income Taxes” to account for income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement. This standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in the tax return. ASC 740 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transaction. In accordance with ASC 740-10-50, the Company is classifying interest and penalties as a component of tax expense. The Company has a reserve related to unrecognized tax positions of $90,000 as of December 31, 2022, which is presented as part of accounts payable and accrued liabilities. These unrecognized tax positions, if recognized, would affect the effective tax rate. A reconciliation of the change in the unrecognized tax positions for the year ended December 31, 2022 is as follows: Federal and State Balance at January 1, 2022 $ 90,000 Additions for tax positions related to current year - Additions for tax positions related to prior years - Balance at December 31, 2022 $ 90,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 15. Commitments and Contingencies Withheld Payroll Taxes Since its inception, the Company has made several payments to employees for wages, net of state and federal income taxes. Due to cash constraints, the Company has not yet remitted all of these withheld amounts to the appropriate government agency. Accordingly, as of December 31, 2022 and 2021 the Company has recorded $37,984 and $37,984, respectively, related to this obligation in accounts payable and accrued liabilities, including estimated penalties and interest. Operating Lease On September 1, 2021 the Company entered into a lease for office space under an operating lease for approximately 2,500 square feet in Lake Elsinore, California, which is set to expire on October 31, 2024. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities as adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates incremental secured borrowing rates corresponding to the maturities of the leases. The Company’s lease contains rent escalations over the lease term. The Company recognizes expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company has elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise, are not recorded on the consolidated balance sheet. The components of lease expense were as follows: Year Ended December 31, 2022 2021 Operating lease cost $ 31,129 $ 5,438 Other information related to leases was as follows: Year Ended December 31, 2021 2020 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 26,210 $ 7,785 Operating lease asset obtained in exchange for lease liability: Operating lease $ - $ 81,668 Remaining lease term Operating lease 1.83 years 2.83 years Discount rate Operating lease 12.00 % 12.00 % Future payments under noncancelable operating leases having initial or remaining terms of one year or more are as follows for the succeeding fiscal year and thereafter: For the Years Ended December 31, 2023 $ 33,244 2024 28,610 Total minimum lease payments 61,854 Less imputed interest (6,646 ) Present value of lease liabilities 55,208 Less current portion of operating lease liability (included in accounts payable and accrued expenses) (28,110 ) Non-current operating lease liability $ 27,098 Indemnities and Guarantees We have made certain indemnities and guarantees, under which we may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions. We indemnify our officers and directors to the maximum extent permitted under the laws of the State of Nevada. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. These indemnities and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets. Legal Matters In the ordinary course of business, we may face various claims brought by third parties and may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. Management believes there are currently no claims that are likely to have a material effect on our consolidated financial position and results of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events On February 15, 2023, the Company issued 20,000,000 shares of common stock to its CEO, valued at $21,000. On February 22, 2023, the Company issued 34,064,050 shares of common stock for cash proceeds of $32,974. On March 1, 2023, the Company issued 26,000,000 shares of common stock for the conversion of 25,000 shares of its Series A preferred stock. On March 3, 2023, the Company issued 35,490,000 shares of common stock for the conversion of 34,125 shares of its Series A preferred stock. The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the consolidated financial statements were available for issuance are disclosed as subsequent events, while the consolidated financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any subsequent events that require adjustment or disclosure in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basic of Presentation and Consolidation | These consolidated financial statements and related notes include the records of the Company and the Company’s wholly-owned subsidiary, Nimbo Tracking LLC, which is based in the USA. All intercompany transactions and balances have been eliminated. These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), are expressed in U.S. dollars, and, in management’s opinion, have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below. |
Use of Estimates | The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, valuation of inventory, the useful life and recoverability of equipment, impairment of goodwill, valuation of notes payable and convertible debentures, fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments purchased with an original maturity of three months or less at the time of acquisition to be cash equivalents. |
Accounts Receivable | Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. As of December 31, 2022 and 2021, the allowance for doubtful accounts was approximately $16,000 and $11,000, respectively. |
Inventory | Inventory consists of vehicle tracking and recovery devices and is comprised entirely of finished goods that can be resold. Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. There was no provision for inventory recorded during the years ended December 31, 2022 and 2021. |
Equipment | Office equipment, computer equipment, and software are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed. All equipment was fully depreciated as of December 31, 2022 and 2021. For purposes of computing depreciation, the method of depreciating equipment is as follows: Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line |
Goodwill | Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company has only one reporting unit. Therefore, all of the Company’s goodwill relates to that reporting unit, and at December 31, 2022 and 2021, the carrying value for that reporting unit is negative. |
Impairment of Long-lived Assets | The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset during the year the impairment occurs. |
Fair Value Measurements and Financial Instruments | In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” the Company is to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. See Note 7 for fair value measurement information related to the Company’s derivative liabilities. The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash and accounts receivable. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions. |
Revenue Recognition and Deferred Revenue | We recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue in accordance with U.S. GAAP. Title and risk of loss generally pass to our customers upon delivery, as we have insurance for lost shipments. In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. We derive substantially all our revenues from the sale of products and services combined into one performance obligation. Product revenue includes the shipment of product according to the agreement with our customers. Service revenue include vehicle tracking services and customer support (technical support), installations and consulting. A contract usually includes both product and services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Performance obligations include, but are not limited to, pass-thru harnesses and vehicle tracking services. Almost all of our revenues are derived from customers located in United States of America in the auto industry. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are not sold on a standalone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. The Company has insignificant revenues related to product sales. For these revenues, the Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. For arrangements under which the Company provides vehicle tracking services, which account for the substantial portion of the Company’s revenues, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program. Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. Revenue relating to the sale of service fees on its vehicle tracking and recovery services is recognized over the life of the contact. The service renewal fees are offered in terms ranging from 12 to 36 months and are generally payable upon delivery of the vehicle tracking devices or in full upon renewal. Deferred revenues are recorded net of contract assets when cash payments are received from customers in advance of the Company’s performance. Contract assets represent the costs of (1) commission costs, (2) installation costs, and (3) the underlying hardware to enable the Company to perform on its contracts with customers and are amortized using the same method and term as deferred revenues. As of December 31, 2022 and 2021, deferred revenues, net of contract assets totaled $162,698 and $145,485, respectively, and contract assets totaled $73,450 and $71,441, respectively. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion. During the year ended December 31, 2022, the Company recorded additions to deferred revenues of $238,284 and recognized total revenues of $210,222 through the amortization of deferred revenues. During the year ended December 31, 2022, the Company recognized revenues of $112,323 related to deferred revenues outstanding as of December 31, 2021 as the services were performed. |
Financing Costs and Debt Discount | Financing costs and debt discounts are recorded net of notes payable and convertible debentures in the consolidated balance sheets. Amortization of financing costs and the debt discounts is calculated using the effective interest method over the term of the debt and is recorded as interest expense in the consolidated statements of operations. |
Income Taxes | Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards 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 income 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 income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Stock-based Compensation | The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur. |
Derivative Financial Instruments | The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts (including embedded conversion features) that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. |
Loss Per Share | Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share give effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible debentures, using the if-converted method. In computing diluted earnings (loss) per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted earnings (loss) per share exclude all potentially issuable shares if their effect is anti-dilutive. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented. As of December 31, 2022 and 2021, the Company has 442,441,431 and 239,950,260 potentially dilutive shares outstanding, respectively. |
Recent Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40)” 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 consolidated financial position or results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Property, Plant and Equipment | Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts and Other Receivables | |
Schedule of Accounts and Other Receivables | December 31, 2022 December 31, 2021 Trade accounts receivable $ 38,190 $ 49,462 Allowance for doubtful accounts (16,288 ) (10,708 ) $ 21,902 $ 38,754 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Liabilities | |
Schedule of Accounts Payable and Accrued Liabilities | December 31, 2022 December 31, 2021 Trade accounts payable $ 174,319 $ 540,288 Accrued liabilities 49,723 5,740 Lease liability, current portion 28,110 21,019 Accrued interest payable 2,386 6,097 Payroll and commissions payable 15,689 15,203 Unrecognized tax position 90,000 90,000 $ 360,227 $ 678,347 |
Convertible Debentures and No_2
Convertible Debentures and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Debentures and Notes Payable | |
Schedule of Maturities of Long-term Debt | Year Ending Notes Payable Convertible Notes Total 2023 $ 596,745 $ 37,000 $ 633,745 2024 3,454 - 3,454 2025 3,586 - 3,586 2026 3,718 - 3,718 2027 3,900 - 3,900 Thereafter 146,078 - 146,078 $ 757,482 $ 37,000 $ 794,482 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities | |
Schedule of Assumptions Used to Value Conversion Features Outstanding | 2022 2021 Expected volatility 145-166 % 135-275 % Risk free interest rate 1.34-4.68 % 0.05-0.15 % Expected life (in years) 0-1.5 0-1.5 |
Summary of Fair Value of Derivative Liabilities on Recurring Basis | Level 3 Carrying Value as of December 31, 2022 Level 3 Carrying Value as of December 31, 2021 Derivative liabilities: Embedded conversion feature – convertible debt $ - $ 51,131 Embedded conversion feature – preferred stock 111,010 85,771 $ 111,010 $ 136,902 |
Schedule of Derivative Liabilities Measured at Fair Value | For The Year Ended December 31, 2022 For The Year Ended December 31, 2021 Embedded Conversion Features – Debt Instruments Balances, as of the beginning of the year $ 51,131 $ 97,024 Derivative liabilities recorded upon issuance of debt instruments - - Extinguishment due to conversion of debt instruments - (8,994 ) Net changes in fair value included in net loss (51,131 ) (36,989 ) Ending balance $ - $ 51,131 Embedded Conversion Features – Preferred Stock Balances, as of the beginning of the year $ 85,771 $ 92,751 Derivative liabilities recorded upon issuance of preferred stock 175,639 392,410 Extinguishment due to conversion of preferred stock (241,490 ) (356,951 ) Net changes in fair value included in net loss 91,090 (42,439 ) Ending balance $ 111,010 $ 85,771 Total ending balance $ 111,010 $ 136,902 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Purchase Warrants | |
Schedule of Activity of Share Purchase Warrants | Number of warrants Weighted average exercise price Balance, January 1, 2021 166,517,918 $ 0.00 Issued - - Adjusted for triggered down-round provisions 0.00 Exercised 0.00 Expired (980,392 ) 0.00 Balance, December 31, 2021 165,537,526 0.00 Issued - - Adjusted for triggered down-round provisions - 0.00 Exercised (20,408,163 ) 0.00 Expired (50,000 ) 0.00 Balance, December 31, 2022 145,079,363 $ 0.00 |
Schedule of Share Purchase Warrants Outstanding | Number of warrants outstanding Exercise price Expiration date 2,222,222 $ 0.03 December 2, 2024 142,857,141 $ 0.00 September 23, 2024 145,079,363 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock Options | |
Schedule of Stock Options Roll Forward | Number of options Weighted average exercise price Aggregate intrinsic value Balance, January 1, 2021 3,250,000 $ 0.09 Granted - - Exercised - - Cancelled / forfeited (75,000 ) 0.16 Balance, December 31, 2021 3,175,000 $ 0.08 $ - Granted - - Cancelled / forfeited (1,675,000 ) 0.12 Balance, December 31, 2022 1,500,000 $ 0.04 $ - Vested as of December 31, 2022 1,500,000 $ 0.04 $ - Unvested as of December 31, 2022 - $ - $ - Outstanding Exercisable Range of exercise prices Number of shares Weighted average remaining contractual life (years) Weighted average exercise price Number of shares Weighted average exercise price $ 0.04 1,500,000 1.4 0.04 1,500,000 0.04 1,500,000 1.4 $ 0.04 1,500,000 $ 0.04 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of Income Tax Provision | 2022 2021 Current: Federal $ - $ - State 800 808 Foreign - - Total Current 800 808 Deferred: Federal - - State - - Foreign - - Total Deferred - - Provision for income taxes $ 800 $ 808 |
Schedule of Reconciliation of Income Tax Expense | 2022 2021 Computed tax benefit at federal statutory rate $ (190,596 ) $ 764,147 State taxes 632 638 Permanent items 75 75 Stock-based compensation 175,196 8,829 Incentive stock options - - Conversion feature derivative liability - - Interest expense, derivative liability - - Uncertain tax positions - - Impact of difference related to foreign earnings - - Gain on extinguishment of debt - - Change in fair value of derivative liability 10,225 16,661 Valuation allowance 5,268 (789,542 ) Provision for income taxes $ 800 $ 808 |
Schedule of Deferred Tax Assets | 2022 2021 Deferred Tax Assets: Net operating loss carryforwards $ 2,967,000 $ 604,000 Stock-based compensation 529,000 767,000 Accounts receivable and other timing differences 140,000 138,000 Basis difference in assets and debt (80,000 ) (71,000 ) Total Deferred Tax Asset 3,556,000 1,438,000 Valuation allowance (3,556,000 ) (1,438,000 ) Net Deferred Tax Asset $ - $ - |
Schedule of Unrecognized Tax Benefits | Federal and State Balance at January 1, 2022 $ 90,000 Additions for tax positions related to current year - Additions for tax positions related to prior years - Balance at December 31, 2022 $ 90,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Summary of Operating Lease Expense | Year Ended December 31, 2022 2021 Operating lease cost $ 31,129 $ 5,438 |
Schedule of Other Informatoin Related to Opearting Lease | Year Ended December 31, 2021 2020 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 26,210 $ 7,785 Operating lease asset obtained in exchange for lease liability: Operating lease $ - $ 81,668 Remaining lease term Operating lease 1.83 years 2.83 years Discount rate Operating lease 12.00 % 12.00 % |
Schedule Future Payments Under Non Cancelable Operating Leases | For the Years Ended December 31, 2023 $ 33,244 2024 28,610 Total minimum lease payments 61,854 Less imputed interest (6,646 ) Present value of lease liabilities 55,208 Less current portion of operating lease liability (included in accounts payable and accrued expenses) (28,110 ) Non-current operating lease liability $ 27,098 Indemnities and Guarantees |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Organization and Description of Business | ||
Working capital deficit | $ (1,134,006) | |
Accumulated Deficit | $ (20,170,140) | $ (19,076,522) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment [Member] | |
Property, Plant and Equipment, Depreciation Methods | straight-line |
Property, Plant and Equipment, Useful Life | 3 years |
Office Equipment [Member] | |
Property, Plant and Equipment, Depreciation Methods | straight-line |
Property, Plant and Equipment, Useful Life | 5 years |
Software [Member] | |
Property, Plant and Equipment, Depreciation Methods | straight-line |
Property, Plant and Equipment, Useful Life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Additional deferred revenue | $ 238,284 | |
Potentially dilutive shares outstanding | 442,441,431 | 239,950,260 |
Revenues recognized | $ 210,222 | |
Deferred revenue | 162,698 | $ 145,485 |
Allowance for doubtful accounts | $ 16,000 | 11,000 |
Minimum [Member] | ||
Renewal fee term | 12 years | |
Maximum [Member] | ||
Renewal fee term | 36 years | |
Contract asset balance [Member] | ||
Deferred revenue | $ 73,450 | $ 71,441 |
Deferred revenues outstanding [Member] | ||
Revenues recognized | $ 112,323 |
Accounts and Other Receivable_2
Accounts and Other Receivables (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts and Other Receivables | ||
Trade accounts receivable | $ 38,190 | $ 49,462 |
Allowance for doubtful accounts | (16,288) | (10,708) |
Accounts and other receivables | $ 21,902 | $ 38,754 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill | ||
Goodwill | $ 505,508 | $ 505,508 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities | ||
Trade accounts payable | $ 174,319 | $ 540,288 |
Accrued liabilities | 49,723 | 5,740 |
Lease liability, current portion | 28,110 | 21,019 |
Accrued interest payable | 2,386 | 6,097 |
Payroll and commissions payable | 15,689 | 15,203 |
Unrecognized tax position | 90,000 | 90,000 |
Accounts payable and accrued liabilities | $ 360,227 | $ 678,347 |
Convertible Debentures and No_3
Convertible Debentures and Notes Payable (Details) | Dec. 31, 2022 USD ($) |
2023 | $ 633,745 |
2024 | 3,454 |
2025 | 3,586 |
2026 | 3,718 |
2027 | 3,900 |
Thereafter | 146,078 |
Total | 794,482 |
Convertible Notes [Member] | |
2023 | 37,000 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total | 37,000 |
Notes Payable [Member] | |
2023 | 596,745 |
2024 | 3,454 |
2025 | 3,586 |
2026 | 3,718 |
2027 | 3,900 |
Thereafter | 146,078 |
Total | $ 757,482 |
Convertible Debentures and No_4
Convertible Debentures and Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 13, 2021 | Nov. 02, 2020 | Jul. 10, 2020 | Jul. 07, 2020 | May 04, 2020 | Jun. 19, 2020 | May 17, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Proceeds from notes payable | $ 527,000 | $ 49,965 | |||||||
Interest expense | $ 151,912 | 27,521 | |||||||
Investor [Member] | |||||||||
Debt maturity | mature through March 2023 | ||||||||
Note payble | $ 401,516 | ||||||||
Three separate notes total principal | $ 400,000 | ||||||||
Investor [Member] | Minimum [Member] | |||||||||
Interest rate | 6% | ||||||||
Investor [Member] | Maximum [Member] | |||||||||
Interest rate | 12% | ||||||||
PPP Loan [Member] | |||||||||
Proceeds from notes payable | $ 59,949 | ||||||||
Interest rate | 1% | ||||||||
Accrued interest | $ 60,948 | ||||||||
Debt maturity | matures on May 4, 2022 | ||||||||
SBA Loans [Member] | |||||||||
Proceeds from notes payable | $ 150,000 | ||||||||
Interest rate | 3.75% | ||||||||
Accrued interest | 164,063 | ||||||||
Debt maturity | July 2050 | ||||||||
Monthly principal and interest payments | $ 731 | ||||||||
Common Stock Purchase Warrant Agreement [Member] | |||||||||
Issuance of warrants to purchase common stock | 250,000 | ||||||||
Exercise price | $ 0.10 | ||||||||
Securities Purchase Agreement [Member] | Holder [Member] | |||||||||
Exercise price | $ 0.10 | ||||||||
Promissory Note [Member] | |||||||||
Proceeds from notes payable | $ 146,500 | $ 19,250 | $ 19,250 | ||||||
Interest expense | 14,800 | 42,000 | 122,000 | ||||||
Debt discount | $ 135,000 | 25,000 | 25,000 | ||||||
Interest rate | 12% | ||||||||
Debt maturity | matures on May 2, 2022 | ||||||||
Note payble | 0 | ||||||||
Derivative liability, embedded conversion feature | 61,000 | 142,000 | |||||||
Variable conversion price percentage | 80% | ||||||||
First tranche, principal amount | $ 168,000 | $ 25,000 | $ 25,000 | ||||||
Outstanding note | 12,000 | ||||||||
Debt instrument decrease, forgiveness | 45,148 | ||||||||
Promissory Note [Member] | July 10, 2020 [Member] | |||||||||
Outstanding note | 25,000 | ||||||||
Convertible Promissory Note [Member] | |||||||||
Debt conversion, converted instrument, principal, accrued interest, and fees | $ 9,616 | ||||||||
Debt conversion, converted instrument, shares issued | 1,780,825 | ||||||||
Changes in derivative liability | $ 9,013 | ||||||||
Reduction in debt discount | 0 | ||||||||
Interest expense | $ 134,014 | ||||||||
Convertible Promissory Note [Member] | Crown Bridge Partners, LLC [Member] | |||||||||
Proceeds from notes payable | $ 50,000 | ||||||||
Interest rate | 7% | ||||||||
Debt maturity | The note matures on February 13, 2023 | The maturity date is 18 months from the effective date of each payment | |||||||
Additional proceeding, description | Additionally, if at any time while the Promissory Note is outstanding, the Conversion Price is equal to or lower than $0.025, then an additional $10,000 will be automatically added to the principal balance of each tranche funded under the Note | ||||||||
Note payble | 130,355 | ||||||||
Borrowed additional under the note | $ 127,000 | ||||||||
Weekly payments | $ 4,633 | ||||||||
Computer Equipment [Member] | |||||||||
Debt conversion, converted instrument, shares issued | 2,000,000 | ||||||||
Derivative liability, embedded conversion feature | $ 99,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Warrants [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum [Member] | ||
Expected volatility | 145% | 135% |
Risk free interest rate | 1.34% | 0.05% |
Expected life (in years) | 0 years | 0 years |
Maximum [Member] | ||
Expected volatility | 166% | 275% |
Risk free interest rate | 4.68% | 0.15% |
Expected life (in years) | 1 year 6 months | 1 year 6 months |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative liabilities | ||
Derivative liabilities | $ 0 | $ 51,131 |
Embedded conversion feature - convertible debt | 111,010 | 85,771 |
Embedded conversion feature - preferred stock | $ 111,010 | $ 136,902 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Embedded Conversion Features - Debt Instrument | ||
Balances, as of the beginning of the year | $ 51,131 | $ 97,024 |
Derivative liabilities recorded upon issuance of debt instrument | 0 | 0 |
Extinguishment due to conversion of debt instruments | 0 | (8,994) |
Net changes in fair value included in net loss | (51,131) | (36,989) |
Ending balance | 0 | 51,131 |
Embedded Conversion Features - Preferred Stock | ||
Balances, as of the beginning of the year | 85,771 | 92,751 |
Derivative liabilities recorded upon issuance of preferred stock | 175,639 | 392,410 |
Extinguishment due to conversion of preferred stock | (241,490) | (356,951) |
Net changes in fair value included in net loss | 91,090 | (42,439) |
Ending balance | 111,010 | 85,771 |
Total ending balance | $ 111,010 | $ 136,902 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Management and consulting fees | $ 192,350 | $ 193,647 |
Officer [Member] | ||
Management and consulting fees | 145,000 | 147,000 |
Director [Member] | ||
Due to Related Parties | 5,000 | 9,000 |
VP and General Manager [Member] | ||
Rent and other office expenses | 0 | 8,000 |
CEO and VP [Member] | ||
Debt conversion, converted instrument, accrued interest | $ 0 | $ 24,729 |
Debt conversion, converted instrument, shares issued | 0 | 4,608,173 |
Redeemable Preferred Stock an_2
Redeemable Preferred Stock and Stockholders Deficit (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 10, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares of common stock cashless exercise of warrants | 6,979,452 | |||
Common stock for services provided by a vendor | 3,113,005 | |||
Common stock for the exercise of a warrant on a cashless basis | 19,560,705 | |||
Common stock as a commitment fee for a new equity line of credit | 12,500,000 | |||
common stock for services provided by management and the board of directors | 20,000,000 | |||
Common stock shares issued upon conversion of preferred stock and accrued dividend | 264,726,807 | 113,571,223 | ||
Number of shares sold common stock | 151,368,383 | |||
Proceeds from issuance of stock | $ 621,745 | |||
Shares issued, shares | 93,490,998 | |||
Proceeds amount | $ 153,746 | |||
Stock based compensation expense | 36,000 | 2,590,040 | ||
Proceeds from issuance of stock | $ 390,000 | 470,500 | ||
Rights and Privileges of the Series A Preferred Stock [Member] | ||||
Voting right | Stockholders have no voting rights | |||
Dividend, percentage | 8% | |||
Dividend, percentage increased | 22% | |||
Mandatory Redemption, description | 18 months after the Issuance Date | |||
Liquidation preference, description | equal to the then Stated Value (initially $1.00 per share) as adjusted pursuant to the terms in the agreement (including but not limited to the additional of any accrued unpaid dividends and the Default Adjustment (as defined), if applicable | |||
Stock conversion, description | At any time after 6 months following the Issuance Date | |||
February 1 2021 [Member] | ||||
Shares issued, shares | 58,850 | |||
Proceeds amount | $ 53,500 | |||
March 1 2021 [Member] | ||||
Shares issued, shares | 80,850 | |||
Proceeds amount | $ 73,500 | |||
April 5 2021 [Member] | ||||
Shares issued, shares | 58,850 | |||
Proceeds amount | $ 53,500 | |||
April 30 2021 [Member] | ||||
Shares issued, shares | 59,125 | |||
Proceeds amount | $ 53,750 | |||
June 17 2021 [Member] | ||||
Shares issued, shares | 60,500 | |||
Proceeds amount | $ 55,000 | |||
August 11, 2021 [Member] | ||||
Shares issued, shares | 59,125 | |||
Proceeds amount | $ 53,750 | |||
September 13, 2021 [Member] | ||||
Shares issued, shares | 59,125 | |||
Proceeds amount | $ 53,750 | |||
December 27, 2021 [Member] | ||||
Shares issued, shares | 81,125 | |||
Proceeds amount | $ 73,750 | |||
February 2, 2022 [Member] | ||||
Shares issued, shares | 59,125 | |||
Proceeds amount | $ 53,500 | |||
March 24, 2022 [Member] | ||||
Shares issued, shares | 59,125 | |||
Proceeds amount | $ 53,500 | |||
April 26, 2022 [Member] | ||||
Shares issued, shares | 59,125 | |||
Proceeds amount | $ 53,500 | |||
May 20, 2022 [Member] | ||||
Shares issued, shares | 53,625 | |||
Proceeds amount | $ 48,750 | |||
August 23, 2022 [Member] | ||||
Shares issued, shares | 59,125 | |||
Proceeds amount | $ 53,500 | |||
September 26, 2022 [Member] | ||||
Shares issued, shares | 59,125 | |||
Proceeds amount | $ 53,500 | |||
November 2, 2022 [Member] | ||||
Shares issued, shares | 48,125 | |||
Proceeds amount | $ 43,750 | |||
December 14, 2022 [Member] | ||||
Shares issued, shares | 48,125 | |||
Proceeds amount | $ 43,750 | |||
Investor [Member] | Series A Preferred Stock Purchase Agreements [Member] | ||||
Deemed dividend | 126,186 | |||
Reduction of debt discount | 175,638 | |||
Proceeds from issuance of stock | $ 405,000 | |||
Shares issued for cash, shares | 44,550 | |||
Derivative liabilities | $ 175,638 | |||
Series B Super Voting Preferred Stock [Member] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock shares authorized | 500,000 | |||
Voting right | Each share of Series B preferred stock has voting rights equal to 500 shares of common stock | |||
Repurchase share price | $ 0.001 | |||
Repurchased share | 1,250,000 | |||
Preferred stock, value | $ 65,572 | $ 1,250 | ||
Stock based compensation expense | $ 278,447 | |||
Series A Convertible Preferred Stock [Member] | Holder [Member] | ||||
Common stock shares issued upon conversion of preferred stock and accrued dividend | 264,726,807 | |||
Preferred stock shares converted | 430,375 | |||
Common stock for the conversion of debt and accrued interest | 1,780,825 | |||
Changes in derivative liability | $ 241,490 | |||
Deemed dividend | 142,620 | |||
Reduction of debt discount | $ 125,406 | |||
Common Shares [Member] | ||||
Proceeds from issuance of stock | $ 58,588 | |||
Shares issued for cash, shares | 10,479,231 | |||
Issued shares for the cashless exercise of warrants | 498,260 | |||
Series A Preferred Stock [Member] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock shares authorized | 10,000,000 | |||
Common stock shares issued in connection with convertible debt/equity | 1,250,000 |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of warrants, beginning balance | 165,537,526 | 166,517,918 |
Number of warrants, exercised | (20,408,163) | |
Number of warrants, expired | (50,000) | (980,392) |
Number of warrants, ending balance | 145,079,363 | 165,537,526 |
Weighted average exercise price, beginning balance | $ 0 | $ 0 |
Weighted average exercise price, issued | 0 | 0 |
Weighted average exercise price, adjusted for triggered down-round provisions | 0 | 0 |
Weighted average exercise price, exercised | 0 | 0 |
Weighted average exercise price, expired | 0 | 0 |
Weighted average exercise price, ending balance | $ 0 | $ 0 |
Share Purchase Warrants (Deta_2
Share Purchase Warrants (Details 1) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of warrants outstanding | 145,079,363 |
Warrants At 0.03 [Member] | |
Number of warrants outstanding | 2,222,222 |
Exercise price (in Dollars per share) | $ / shares | $ 0.03 |
Expiry date | December 2, 2024 |
Warrants At 0.00 [Member] | |
Number of warrants outstanding | 142,857,141 |
Exercise price (in Dollars per share) | $ / shares | $ 0 |
Expiry date | September 23, 2024 |
Share Purchase Warrants (Deta_3
Share Purchase Warrants (Details Narrative) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Number of warrants, exercised | 20,408,163 |
Issuance of shares of common stock | 19,560,705 |
Stock Options (Details)
Stock Options (Details) - Stock Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of options, beginning balance | 3,175,000 | 3,250,000 |
Number of options, exercised | 0 | |
Number of options, Cancelled / Forfeited | (1,675,000) | (75,000) |
Number of options, ending balance | 1,500,000 | 3,175,000 |
Number of options, Vested | 0 | |
Number of options, Unvested | 1,500,000 | 0 |
Weighted average exercise price, beginning balance | $ 0.08 | $ 0.09 |
Weighted average exercise price, Granted | 0 | 0 |
Weighted average exercise price, Exercised | 0 | |
Weighted average exercise price Cancelled / Forfeited | 0.12 | 0.16 |
Weighted average exercise price, ending balance | 0.04 | $ 0.08 |
Weighted average exercise price, Vested | 0.04 | |
Weighted average exercise price, Unvested | $ 0 | |
Aggregate intrinsic value, Nonvested | $ 0 | |
Aggregate intrinsic value, beginning balance | 0 | |
Aggregate intrinsic value, ending balance | 0 | $ 0 |
Aggregate intrinsic value, unvasted | $ 0 |
Stock Options (Details 1)
Stock Options (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options 0.04 [Member] | |||
Range of exercise prices | $ 0.04 | ||
Options Outstanding, Number of shares (in Shares) | 1,500,000 | ||
Options Outstanding, Weighted average remaining contractual life | 1 year 4 months 24 days | ||
Options Outstanding, Weighted average exercise price | $ 0.04 | ||
Options Exercisable, Number of shares (in Shares) | 1,500,000 | ||
Options Exercisable, Weighted average exercise price | $ 0.04 | ||
Stock Option [Member] | |||
Options Outstanding, Number of shares (in Shares) | 1,500,000 | 3,175,000 | 3,250,000 |
Options Outstanding, Weighted average remaining contractual life | 1 year 4 months 24 days | ||
Options Outstanding, Weighted average exercise price | $ 0.04 | ||
Options Exercisable, Number of shares (in Shares) | 1,500,000 | ||
Options Exercisable, Weighted average exercise price | $ 0.04 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) | Dec. 31, 2022 shares |
Stock option plan [Member] | |
Common stock shares reserved under plan | 6,440,000 |
Risks Uncertainties (Details Na
Risks Uncertainties (Details Narrative) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Sales Revenue, Net [Member] | ||
Concentration Risk, Percentage | 77% | 56% |
Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 99% | 99% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 800 | 808 |
Foreign | 0 | 0 |
Total Current | 800 | 808 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total Deferred | 0 | 0 |
Provision for Income Taxes | $ 800 | $ 808 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Gain on extinguishment of debt | $ 301,360 | $ 0 |
Provision for income taxes | 800 | 808 |
Reconciliation of income taxes [Member] | ||
Computed tax benefit at federal statutory rate | (190,596) | 764,147 |
State taxes | 632 | 638 |
Permanent items | 75 | 75 |
Stock-based compensation | 175,196 | 8,829 |
Incentive stock options | 0 | 0 |
Conversion feature derivative liability | 0 | 0 |
Interest expense, derivative liability | 0 | 0 |
Uncertain tax positions | 0 | 0 |
Impact of difference related to foreign earnings | 0 | 0 |
Gain on extinguishment of debt | 0 | 0 |
Change in fair value of derivative liability | 10,225 | 16,661 |
Valuation allowance | 5,268 | (789,542) |
Provision for income taxes | $ 800 | $ 808 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 2,967,000 | $ 604,000 |
Stock-based compensation | 529,000 | 767,000 |
Accounts receivable and other timing differences | 140,000 | 138,000 |
Basis difference in assets and debt | (80,000) | (71,000) |
Total Deferred Tax Asset | 3,556,000 | 1,438,000 |
Valuation allowance | (3,556,000) | (1,438,000) |
Net Deferred Tax Asset | $ 0 | $ 0 |
Income Taxes (Details 3)
Income Taxes (Details 3) - Federal and State [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Unrecognized tax benefit, beginning | $ 90,000 |
Additions for tax positions related to current year | 0 |
Additions for tax positions related to prior years | 0 |
Unrecognized tax benefit, ending | $ 90,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Net operating loss carryforwards, federal | $ 9,970,000 | |
Net operating loss carryforwards, state | $ 9,739,000 | |
Operating loss carry forward, expiry date, description | expire beginning in the year 2029 | |
Unrecognized tex benefit | $ 90,000 | $ 90,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies | ||
Operating lease cost | $ 31,129 | $ 5,438 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liability: | ||
Operating cash flows from operating lease | $ 26,210 | $ 7,785 |
Operating lease asset obtained in exchange for lease liability: | ||
Operating lease | $ 0 | $ 81,668 |
Remaining lease term Operating lease | 1.83 | 2.83 |
Discount rate Operating lease | 12% | 12% |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) | Dec. 31, 2021 USD ($) |
Commitments and Contingencies | |
2023 | $ 33,244 |
2024 | 28,610 |
Total minimum lease payments | 61,854 |
Less imputed interest | (6,646) |
Present value of lease liabilities | 55,208 |
Less current portion of operating lease liability | (28,110) |
Non-current operating lease liability | $ 27,098 |
Commitments and Contingencies_5
Commitments and Contingencies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies | ||
Obligation in accounts payable and liabilities | $ | $ 37,984 | $ 37,984 |
Lease for office space under an operating lease | ft² | 2,500 | |
Operating lease expired date | Oct. 31, 2024 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | |||
Mar. 03, 2023 | Mar. 02, 2023 | Feb. 22, 2023 | Feb. 15, 2023 | Mar. 01, 2023 | |
Common stock shares issued duriing period shares | 34,064,050 | ||||
Cash Proceeds | $ 32,974 | ||||
Subsequent Event [Member] | CEO [Member] | |||||
Common stock shares issued duriing period shares | 20,000,000 | ||||
Common stock shares issued duriing period, value | $ 21,000 | ||||
Series A Preferred shares [Member] | Subsequent Event [Member] | |||||
Preferred stock, shares converted into common stock | 34,125 | 25,000 | |||
Common stock shares issued duriing period shares | 35,490,000 | 26,000,000 |