Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 29, 2021 | Jun. 30, 2020 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-53276 | ||
Entity Registrant Name | Simlatus Corp | ||
Entity Central Index Key | 0001399306 | ||
Entity Tax Identification Number | 20-2675800 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 175 Joerschke Dr. | ||
Entity Address, Address Line Two | Ste. A Grass Valley | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95945 | ||
City Area Code | 530 | ||
Local Phone Number | 205-3437 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 726,070 | ||
Entity Common Stock, Shares Outstanding | 9,547,246,372 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 134,855 | $ 25,495 |
Accounts receivable | 5,563 | 7,741 |
Inventory, net | 4,133 | 425 |
Prepaid expenses | 7,268 | |
Other current assets | 10,000 | |
Total Current Assets | 154,551 | 40,929 |
Financing lease assets - related party | 31,178 | |
Security deposit | 5,162 | 5,162 |
TOTAL ASSETS | 190,891 | 46,091 |
Current Liabilities: | ||
Accounts payable | 522,418 | 401,121 |
Accounts payable - related parties | 31,269 | |
Accrued wages | 321,530 | 1,184,455 |
Accrued expenses | 29,416 | 38,617 |
Accrued interest | 148,233 | 374,439 |
Convertible notes payable in default | 203,167 | 96,647 |
Convertible notes payable, net of discount | 29,771 | 609,888 |
Current financing lease liabilities - related party | 3,988 | |
Deferred revenue | 629 | |
Derivative liabilities | 7,996,994 | 3,168,799 |
Loans payable | 87,420 | 16,500 |
Related party liabilities | 245,323 | 91,130 |
Total Current Liabilities | 9,588,260 | 6,013,494 |
Non-current financing lease liabilities - related party | 27,190 | |
Total Liabilities | 9,615,450 | 6,013,494 |
Convertible preferred stock payable | 754,249 | |
SHAREHOLDERS' EQUITY | ||
Common stock, $0.00001 par value 10,000,000,000 authorized 4,524,351 shares issued and outstanding at December 31, 2019 108,078 shares issued and outstanding at December 31, 2018 | 48,967 | 45 |
Additional paid in capital | (6,107,768) | (12,857,352) |
Accumulated deficit | (15,637,843) | (4,179,521) |
Total Shareholders' Equity | (21,696,643) | (17,036,827) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 190,891 | 46,091 |
Series A Preferred Stock [Member] | ||
Current Liabilities: | ||
Series A convertible preferred stock: 10,000,000 shares authorized, par value $0.001 6,235,757 shares issued and outstanding at December 31, 2020 5,985,248 shares issued and outstanding at December 31, 2019; Series C convertible preferred stock, 45,750 shares authorized, par value $0.0001 35,583 shares issued and outstanding at December 31, 2020 35,583 shares issued and outstanding at December, 2019 | 11,162,005 | 10,713,594 |
Series C Preferred Stock [Member] | ||
Current Liabilities: | ||
Series A convertible preferred stock: 10,000,000 shares authorized, par value $0.001 6,235,757 shares issued and outstanding at December 31, 2020 5,985,248 shares issued and outstanding at December 31, 2019; Series C convertible preferred stock, 45,750 shares authorized, par value $0.0001 35,583 shares issued and outstanding at December 31, 2020 35,583 shares issued and outstanding at December, 2019 | 355,830 | 355,830 |
Series B Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Series B preferred stock: 10,000,000 shares authorized, par value $0.001 500 shares issued and outstanding at December 31, 2020 500 shares issued and outstanding at December 31, 2019 | $ 1 | $ 1 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | |
Common stock, par value | [1] | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | [1] | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | [1] | 4,896,736,884 | 4,524,351 |
Common stock, shares outstanding | [1] | 4,896,736,884 | 4,524,351 |
Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 6,235,757 | 5,985,248 | |
Preferred stock, shares outstanding | 6,235,757 | 5,985,248 | |
Series C Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 45,750 | 45,750 | |
Preferred stock, shares issued | 35,583 | 35,583 | |
Preferred stock, shares outstanding | 35,583 | 35,583 | |
Series B Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 500 | 500 | |
Preferred stock, shares outstanding | 500 | 500 | |
[1] | All common share amounts and per share amounts in the financial statements reflect the one-for-one thousand reverse stock split that was made effective on December 18, 2019. See Note 12. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | |||
Sales | $ 342,283 | $ 477,357 | |
Cost of materials | 7,821 | 5,957 | |
Gross profit | 334,462 | 471,400 | |
Operating expenses: | |||
G&A expenses | 433,998 | 3,785,517 | |
Professional fees | 77,287 | 34,754 | |
Salaries and wages | 585,931 | 610,768 | |
Total Operating expenses | 1,097,216 | 4,431,039 | |
Loss from operations | (762,754) | (3,959,639) | |
Other income (expense): | |||
Debt forgiveness | 118,548 | ||
Gain on settlement of debt | 783,208 | ||
Loss on conversion of debt | (72,051) | (86,718) | |
Loss on conversion of debt of preferred shares | (191,349) | (174,273) | |
Derivative expense | (9,404,359) | (5,942,525) | |
Interest expenses | (1,146,357) | (1,432,469) | |
Total other income (expense) | (10,695,568) | (6,852,777) | |
Net income (loss) before income taxes | (11,458,322) | (10,812,416) | |
Income tax expense | |||
Net income (loss) | $ (11,458,322) | $ (10,812,416) | |
Per share information | |||
Weighted number of common shares outstanding, basic | [1] | 1,422,458,791 | 793,784 |
Net income (loss) per common share, basic | $ (0.008) | $ (13.62) | |
Weighted number of common shares outstanding, diluted | [1] | 1,422,458,791 | 793,784 |
Net income (loss) per common share, diluted | $ (0.008) | $ (13.62) | |
[1] | All common share amounts and per share amounts in the financial statements reflect the one-for-one thousand reverse stock split that was made effective on December 18, 2019. See Note 12. |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (EQUITY) - USD ($) | Convertible Preferred StockSeries A Preferred Stock [Member] | Convertible Preferred Stock | Convertible Preferred StockSeries C Preferred Stock [Member] | Shares Payable | Preferred StockSeries B Preferred Stock [Member] | Preferred Stock | Common Stock | [1] | Additional Paid-In Capital | Accumulated Earnings (Deficit) | Total |
Beginning Balance at Dec. 31, 2018 | $ 9,066,223 | $ 1 | $ 1 | $ (24,198,066) | $ 6,634,730 | $ (17,563,334) | |||||
Beginning Balance, Shares at Dec. 31, 2018 | 5,064,929 | 500 | 108,078 | ||||||||
Conversion of debt to common stock | $ 21 | 969,497 | 969,518 | ||||||||
Conversion of debt to common stock, Shares | 2,119,224 | ||||||||||
Cashless warrant exercise | |||||||||||
Cashless warrant exercise, Shares | 118,280 | ||||||||||
Convertible preferred stock repurchased and retired | $ (77,505) | (77,505) | |||||||||
Convertible preferred stock repurchased and retired, Shares | (43,299) | ||||||||||
Convertible preferred stock issued for services | $ 3,000,000 | ||||||||||
Convertible preferred stock issued for services, Shares | 1,675,978 | ||||||||||
Convertible preferred stock converted to common stock | $ (1,275,124) | $ (101,670) | $ 23 | 1,551,045 | 1,551,068 | ||||||
Convertible preferred stock converted to common stock, Shares | (712,360) | (10,167) | 2,178,345 | ||||||||
Warrant shares exchanged for preferred stock | $ 457,500 | 1,372,501 | 1,372,501 | ||||||||
Warrant shares exchanged for preferred stock, Shares | 45,750 | ||||||||||
Contributed capital | 362,261 | 362,261 | |||||||||
Imputed interest | 14,670 | 14,670 | |||||||||
Lease standard adoption | (1,835) | (1,835) | |||||||||
Derivative settlements | 7,053,082 | 7,053,082 | |||||||||
Common stock issued for derivative settlements | 24,953 | 24,953 | |||||||||
Common stock issued for derivative settlements, Shares | 424 | ||||||||||
Debt settlement by related party | (7,295) | (7,295) | |||||||||
Net loss | (10,812,416) | (10,812,416) | |||||||||
Ending Balance at Dec. 31, 2019 | $ 10,713,594 | $ 355,830 | $ 1 | $ 45 | (12,857,352) | (4,179,521) | (17,036,827) | ||||
Ending Balance, Shares at Dec. 31, 2019 | 5,985,248 | 35,583 | 500 | 4,524,351 | |||||||
Common shares issued due to reverse stock split rounding | |||||||||||
Common shares issued due to reverse stock split rounding, Shares | 3,476 | ||||||||||
Conversion of debt to common stock | $ 36,744 | 1,040,971 | 1,077,715 | ||||||||
Conversion of debt to common stock, Shares | 3,674,337,087 | ||||||||||
Convertible preferred stock repurchased and retired | |||||||||||
Convertible preferred stock converted to common stock | $ (507,483) | $ 12,178 | 686,652 | 698,830 | |||||||
Convertible preferred stock converted to common stock, Shares | (283,510) | 1,217,871,970 | |||||||||
Convertible preferred stock issued to settle note payable | $ 212,055 | ||||||||||
Convertible preferred stock issued to settle note payable, Shares | 118,466 | ||||||||||
Convertible preferred stock issued to settle accrued liabilities | $ 743,839 | ||||||||||
Convertible preferred stock issued to settle accrued liabilities, Shares | 415,553 | ||||||||||
Warrant shares exchanged for preferred stock | |||||||||||
Related party debt settled to additional paid in capital | 31,269 | 31,269 | |||||||||
Convertible preferred shares to be issued to settle debt | 754,249 | ||||||||||
Imputed interest | 14,136 | ||||||||||
Lease standard adoption | 14,136 | 14,136 | |||||||||
Derivative settlements | 4,976,556 | 4,976,556 | |||||||||
Common stock issued for derivative settlements | |||||||||||
Net loss | (11,458,322) | (11,458,322) | |||||||||
Ending Balance at Dec. 31, 2020 | $ 11,162,005 | $ 355,830 | $ 754,249 | $ 1 | $ 48,967 | $ (6,107,768) | $ (15,637,843) | $ (21,696,643) | |||
Ending Balance, Shares at Dec. 31, 2020 | 6,235,757 | 35,583 | 500 | 4,896,736,884 | |||||||
[1] | All common share amounts and per share amounts in the financial statements reflect the one-for-one thousand reverse stock split that was made effective on December 18, 2019. See Note 12. |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (11,458,322) | $ (10,812,416) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of convertible debt discount | 705,157 | 1,006,485 |
Stock based compensation | 3,000,000 | |
Imputed interest | 14,136 | 14,670 |
Debt forgiveness | (118,548) | |
Loss on settlement of debt | (783,208) | |
Loss on debt conversion | 72,051 | 86,718 |
Loss on conversion of preferred shares to common stock | 191,349 | 174,273 |
Change in fair value of derivative liability | 9,404,359 | 5,942,525 |
Penalties on notes payable | 197,939 | |
Decrease (increase) in operating assets and liabilities: | ||
Accounts receivable | 2,178 | 21,609 |
Inventory | (3,708) | (425) |
Other current assets | (10,000) | |
Prepaid expenses | 7,268 | (7,268) |
Right-of-use asset | 14,136 | (1,835) |
Accrued interest | (71,942) | 362,904 |
Accounts payable | 168,166 | 266,897 |
Accrued expenses | 625,962 | 122,951 |
Advances from related parties | 122,924 | (67,995) |
Deferred revenue | (629) | 629 |
Net cash used in operating activities | (151,660) | (673,486) |
Net Cash Provided by (Used in) Investing Activities | ||
Cash paid for fixed assets | ||
Cash flows from investing activities | ||
Cash flows from financing activities: | ||
Proceeds from convertible debt | 190,100 | 1,032,504 |
Proceeds from loans payable | 72,920 | |
Repurchase of preferred series A shares - related party | (77,505) | |
Payments on convertible debt | (212,500) | |
Payments on promissory notes | (2,000) | (49,500) |
Net cash provided by financing activities | 261,020 | 692,999 |
Net increase (decrease) in cash | 109,360 | 19,513 |
Cash, beginning of period | 25,495 | 5,982 |
Cash, end of period | 134,855 | 25,495 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
Schedule of non-cash investing & financing activities: | ||
Stock issued for debt conversion | 1,077,715 | 969,518 |
Settlement of debt by related party | 507,481 | |
Discount from derivative | 400,393 | 1,245,813 |
Preferred stock converted to common stock | 698,830 | 1,376,794 |
Conversion of debt in to preferred shares | 212,055 | |
Conversion of accrued liabilities into preferred shares | 743,839 | |
Conversion of accrued liabilities into preferred shares payable | 754,249 | |
Contributed capital | 362,261 | |
Debt exchanged for payment of accounts payable | 15,600 | |
Lease adoption recognition | 31,178 | 77,700 |
Common stock issued for derivative settlements | 24,953 | |
Derivative warrants settled with preferred C shares | 1,372,501 | |
Derivative settlements | $ 4,976,556 | $ 7,053,082 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Satel Group merged with Simlatus Corporation (“SIML” or “Company”) on November 13, 2018 and is the premier provider of DirecTV to high-rise apartments, condominiums and large commercial office buildings in the San Francisco metropolitan area and is now expanding both their DirecTV and Internet services across the Bay Area. Simlatus continues to manufacture its own proprietary systems for major broadcast studios, such as Warner Bros., Fox News, CBS, and DirecTV. Its video technology supports the major system used for underwater oil exploration in the world. For the years ended December 31, 2020 and 2019, the Company had one major customer who represented approximately 55% and 53% of total revenue, respectively. Simlatus Corporation was initially incorporated in the State of Nevada under the name Sunberta Resources Inc. on November 15, 2006, as a mining and exploration of mineral claims business. On November 18, 2009, the Company changed its name to Grid Petroleum Corp. and continued with the mining and exploration of mineral claims in Alberta, Canada, Vancouver Island, British Columbia, England, and the United States. On March 9, 2016, Grid Petroleum Corp. entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with RJM and Associates, LLC, a California limited liability company (“RJM”) whereby RJM‟s owners became the directors of the Company and were to be issued $6,250,000 worth of the Company’s stock; $5,000,000 of Restricted Common Stock 90 days from the date of this agreement and $1,250,000 of Preferred Series-A Shares of the Company’s Preferred Stock. On the same date the entire management team of RJM became the entire management team of Grid Petroleum Corp. The Company’s transaction with RJM has been treated as a reverse recapitalization of the Company, with the Company (the legal acquirer of RJM) considered the accounting acquiree, and RJM, whose management took control of the Company (the legal acquiree of the Company) considered the accounting acquirer. The Company did not recognize goodwill or any intangible assets in connection with the transaction. All costs related to the transaction are being charged to operations as incurred. The $6,250,000 worth of shares of Company stock, to be issued in conjunction with the transaction, was presented as a liability until such time that the shares were issued, and the liability reduced. The historical financial statements include the operations of the accounting acquirer for all periods presented. On March 25, 2016, the Company approved a name change to Simlatus Corporation, stock symbol SIML, which was executed on April 4, 2016. The new name change better describes the Company’s new business and revenues from selling commercial broadcast equipment on a global basis. Simlatus Corporation develops, manufactures, markets, and owns proprietary advanced broadcast equipment and software. These systems have been sold worldwide over the past 20 years to some of the most recognized, major broadcast companies in the Television Industry. Satel Group Inc., a Nevada Corporation, merged with Simlatus Corporation on November 13, 2018. Satel Group, Inc., (the “Company” or “Satel”) was incorporated in the State of Nevada on August 15, 2016. The Company was originally formed as Satel, LLC on February 26, 2003 as a California limited liability company. Satel, LLC converted to a California Corporation, Satel, Inc., by Articles of Incorporation with a Statement of Conversion signed by Richard Hylen as managing member of Satel LLC, dated December 20, 2013, and filed with the California Secretary of State on December 23, 2013. On September 25, 2016 Satel Group, Inc. purchased all of the assets of Satel, Inc., and therefore this Company was organized and continues to operate with the same management while engaged in providing their existing High Speed Internet and DirecTV™ services to upscale, high-rise commercial buildings including large office complexes, apartments, and condominiums in the City of San Francisco and throughout the Bay Area. Financial Statement Presentation The audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Fiscal Year End The Company has selected December 31 as its fiscal year end. Use of Estimates The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates. Cash Equivalents The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents. Leases In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Revenue Recognition and Related Allowances The Company’s main revenue stream is from selling DirecTV services to corporate and residential customers. During the year ended December 31, 2020, 55% of the Company’s revenue was from commissions, 19% was from corporate service subscribers, 13% was from residential service subscribers, and 6% was from installations and equipment. In addition, the Company’s sales for audio/video systems represented 7% of revenues. On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are provided based on historical experience and management’s evaluation of outstanding accounts receivable. Management evaluates past due or delinquency of accounts receivable based on the open invoices aged on due date basis. The allowance for doubtful accounts at December 31, 2020 and December 31, 2019 is $0. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the fiscal year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. Loss Per Share Basic loss per share of common stock is computed by dividing the net loss by the weighted average number of common shares outstanding during the period after giving retroactive effect to the reverse stock split affected on December 18, 2019 (see Note 10). Inventories Inventories are stated at the lower of cost, computed using the first-in, first-out method and net realizable value. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Fair Value of Financial Instruments Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019 for each fair value hierarchy level: December 31, 2020 Derivative Liabilities Total Level I $ — $ — Level II $ — $ — Level III $ 7,996,994 $ 7,996,994 December 31, 2019 Derivative Liabilities Total Level I $ — $ — Level II $ — $ — Level III $ 3,168,799 $ 3,168,799 In management’s opinion, the fair value of convertible notes payable and advances payable is approximate to carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current market. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. As of December 31, 2020 and December 31, 2019, the balances reported for cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate the fair value because of their short maturities. Income Taxes The Company records deferred taxes in accordance with FASB ASC No. 740, Income Taxes. As of the date of this filing, the Company is not current in filing their tax returns. The last return filed by the Company was December 31, 2017, and the Company has not accrued any potential penalties or interest from that period forward. The Company will need to file returns for the year ending December 31, 2019 and 2018, which are still open for examination. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
Going Concern [Abstract] | |
GOING CONCERN | 2. GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2020, the Company has a shareholders’ deficit of $21,696,643 since its inception, working capital deficit of $9,433,709, negative cash flows from operations, and has limited business operations, which raises substantial doubt about the Company’s ability to continue as going concern. The ability of the Company to meet its commitments as they become payable is dependent on the ability of the Company to obtain necessary financing or achieving a profitable level of operations. There is no assurance the Company will be successful in achieving these goals. The Company does not have sufficient cash to fund its desired research and development objectives for its augmented/virtual reality product development for the next 12 months. The Company has arranged financing and intends to utilize the cash received to fund the research and development project. This financing may be insufficient to fund expenditures or other cash requirements required to complete the product design for the augmented/virtual reality markets. There can be no assurance the Company will be successful in completing any new product development. The Company plans to seek additional financing if necessary, in private or public equity offering(s) to secure future funding for operations. There can be no assurance the Company will be successful in raising additional funding. If the Company is not able to secure additional funding, the implementation of the Company’s business plan will be impaired. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all. These financial statements do not give effect to adjustments to the amounts and classification to assets and liabilities that would be necessary should the Company be unable to continue as a going concern. |
ACCURED EXPENSES
ACCURED EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
ACCURED EXPENSES | 3. ACCRUED EXPENSES As of December 31, 2020 and December 31, 2019, accrued expenses were comprised of the following: December 31, December 31, 2020 2019 Accrued expenses Credit cards $ 407 $ 8,282 Customer deposits 18,307 18,307 Employee liabilities 7,612 7,612 Sales tax payable 90 1,416 Short-term loans 3,000 3,000 Total accrued expenses $ 29,416 $ 38,617 Accrued interest Interest on notes payable $ 44,855 $ 111,326 Interest on short-term loans 5,826 — Interest on accrued wages 97,552 263,113 Total accrued interest $ 148,233 $ 374,439 Accrued wages $ 321,530 $ 1,184,455 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 4. CONVERTIBLE NOTES PAYABLE As of December 31, 2020 and December 31, 2019, notes payable were comprised of the following: Original Due Interest Conversion December 31, December 31, Note Date Date Rate Rate 2020 2019 Armada Investment #2 5/30/2019 2/29/2020 18% Variable $ — $ 27,500 Armada Investment #3 7/22/2019 7/22/2020 8% Variable — 37,950 Armada Investment #4 12/6/2019 12/6/2020 8% Variable — 18,150 BHP Capital NY #3 3/26/2019 3/26/2020 24% Variable — 28,600 BHP Capital NY #4 4/9/2019 1/9/2020 18% Variable — 46,000 BHP Capital NY #6* 5/30/2019 2/29/2020 18% Variable 27,500 27,500 BHP Capital NY #7* 7/22/2019 7/22/2020 8% Variable 37,950 37,950 BHP Capital NY #8* 8/7/2019 8/7/2020 8% Variable — 33,000 BHP Capital NY #9 12/20/2019 12/20/2020 12% Variable 11,075 19,000 Blackbridge Capital #2* 5/3/2016 5/3/2017 5% Variable — 80,400 Coventry #3 5/31/2019 5/31/2020 24% Variable — 38,691 Emunah Funding #4* 10/20/2018 7/20/2019 24% Variable 2,990 2,990 Emunah Funding #8* 1/31/2019 1/31/2020 24% Variable 33,652 33,652 Fourth Man #2 10/26/2018 7/20/2019 24% Variable — 8,257 Fourth Man #4 4/23/2019 4/23/2020 10% Variable — 16,865 Fourth Man #5 7/22/2019 7/22/2020 8% Variable — 37,950 Fourth Man #6 8/12/2019 8/12/2020 8% Variable — 17,600 Fourth Man #7 10/9/2019 10/8/2020 8% Variable — 27,500 Fourth Man #8 12/10/2019 9/10/2020 12% Variable — 16,500 Fourth Man #9 8/3/2020 8/3/2021 8% Variable 27,500 Fourth Man #10 12/15/2020 12/15/2021 8% Variable 33,000 — James Powell 9/7/2015 Demand 8% Variable — 150,875 Jefferson St Capital #2* 3/5/2019 10/18/2019 0% Variable 5,000 5,000 Jefferson St Capital #3 4/9/2019 1/9/2020 8% Variable — 44,400 Jefferson St Capital #5 5/30/2019 2/29/2020 18% Variable — 27,500 Jefferson St Capital #6* 6/21/2019 3/21/2020 18% Variable 27,500 27,500 Jefferson St Capital #7* 8/20/2019 5/20/2020 18% Variable 38,500 38,500 Jefferson St Capital #8* 12/20/2019 12/20/2020 12% Variable 19,000 19,000 Optempus Invest #1 9/4/2019 4/4/2020 6% Variable — 25,000 Optempus Invest #2 9/13/2019 4/13/2020 6% Variable — 20,000 Optempus Invest #3 10/15/2019 6/15/2020 6% Variable — 25,000 Optempus Invest #4 11/2/2020 11/2/2021 10% Variable 20,000 — Optempus Invest #5 11/5/2020 11/5/2021 10% Variable 20,000 — Optempus Invest #6 12/31/2020 12/31/2021 6% Variable 20,000 — Power Up Lending #1* 3/14/2019 3/14/2020 22% Variable — 6,500 Power Up Lending #2 5/13/2019 5/13/2020 10% Variable — 103,000 Power Up Lending #3 6/20/2019 6/20/2020 10% Variable — 53,000 Power Up Lending #4 5/18/2020 5/18/2021 10% Variable — — Power Up Lending #5 6/15/2020 6/15/2021 10% Variable 13,100 — Power Up Lending #6 6/24/2020 6/24/2021 10% Variable 33,000 — 369,767 1,101,330 Less debt discount (136,829 ) (394,795 ) Notes payable, net of discount $ 232,938 $ 706,535 * As of December 31, 2020, the balance of notes payable that are in default is $203,167. Armada Investment Fund LLC On May 30, 2019, the Company issued a convertible note to Armada Investment Fund LLC for $27,500, which includes $16,667 paid Auctus Fund pursuant to a settlement agreement, $5,000 to settle outstanding accounts payable, transaction fee interest of $3,000, and cash consideration of $2,833. The note bears interest of 8% (increases to 18% per annum upon an event of default), matures on February 29, 2020, and is convertible into common stock at 65% of the lowest trading price of the 15 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $27,500 due to this conversion feature, and $27,500 has been amortized to the statement of operations. During the year ended December 31, 2020, the Company issued 75,300,469 common shares upon the conversion of principal in the amount of $27,500, accrued interest of $2,415, and conversion fees of $1,500. As of September 30, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On July 22, 2019, the Company received funding pursuant to a convertible note issued to Armada Investment Fund LLC for $37,950, of which $33,500 was received in cash and $4,450 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon an event of default), matures on July 22, 2020, and is convertible into common stock at 65% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $37,950 due to this conversion feature, and $37,950 has been amortized to the statement of operations. During the year ended December 31, 2020, the Company issued 55,597,416 common shares upon the conversion of principal in the amount of $37,500, accrued interest of $2,719, and conversion fees of $3,600. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On December 6, 2019, the Company received funding pursuant to a convertible note issued to Armada Investment Fund LLC for $18,150, which includes $15,000 to settle outstanding accounts payable and $3,150 in transaction fees. The note bears interest of 8% (increases to 24% per annum upon an event of default), matures on December 6, 2020, and is convertible into common stock at 65% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $18,150 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2020, the Company issued 56,783,986 common shares upon the conversion of principal in the amount of $18,150, accrued interest of $842, and conversion fees of $2,400. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. BHP Capital NY, Inc. On March 26, 2019, the Company received funding pursuant to convertible note issued to BHP Capital NY for $28,600, of which $25,000 was received in cash and $3,600 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon an event of default), matures on March 26, 2019, and is convertible into common stock at 58% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $28,600 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2020, the Company issued 87,276,122 common shares upon the conversion of principal in the amount of $28,600, accrued interest of $2,897 and conversion fees of $1,500. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On April 9, 2019, the Company issued a convertible note to BHP Capital NY, Inc. for $55,000, which includes transaction fee interest of $6,500, and cash consideration of $48,500. The note bears interest of 8% (increases to 18% per annum upon an event of default), matures on January 9, 2020, and is convertible into common stock at 65% of the lowest trading price of the 15 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $55,000 due to this conversion feature, and $55,000 has been amortized to the statement of operations. During the year ended December 31, 2019, the Company issued 76,100 common shares upon the conversion of principal in the amount of $9,000, accrued interest of $1,915, and conversion fees of $500. During the year ended December 31, 2020, the Company issued 197,220,250 common shares upon the conversion of principal in the amount of $46,000, accrued interest of $2,651, and conversion fees of $1,500. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On May 30, 2019, the Company issued a convertible note to BHP Capital NY for $27,500, which includes $16,667 paid Auctus Fund pursuant to a settlement agreement, $5,000 to settle outstanding accounts payable, transaction fee interest of $3,000, and cash consideration of $2,833. The note bears interest of 8% (increases to 18% per annum upon an event of default), matures on February 29, 2020, and is convertible into common stock at 65% of the lowest trading price of the 15 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $27,500 due to this conversion feature, which has been amortized to the statement of operations. As of December 31, 2020, the note had a principal balance of $27,500 and accrued interest of $5,806. This note is currently in default. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On July 22, 2019, the Company received funding pursuant to a convertible note issued to BHP Capital NY for $37,950, of which $33,500 was received in cash and $4,450 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon an event of default), matures on July 22, 2020, and is convertible into common stock at 65% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $37,950 due to this conversion feature, which has been amortized to the statement of operations. As of December 31, 2020, the note had a principal balance of $37,950 and accrued interest of $7,087. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On August 7, 2019, the Company received funding pursuant to a convertible note issued to BHP Capital NY for $33,000 of which $29,000 was received in cash and $4,000 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon an event of default), matures on August 7, 2020, and is convertible into common stock at 65% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $33,000 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2020, the Company issued 569,243,419 common shares upon the conversion of principal in the amount of $33,000, interest of $3,667 and conversion fees of $4,000. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On December 20, 2019, the Company received funding pursuant to a convertible note issued to BHP Capital NY for $19,000 of which $15,000 was received in cash and $4,000 was recorded as transaction fees. The note bears interest of 12% (increases to 22% per annum upon an event of default), matures on December 20, 2020, and is convertible into the lower of 1) 55% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of the note, and 2) 55% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $19,000 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2020, the Company issued 196,361,455 common shares upon the conversion of principal in the amount of $7,925, interest of $2,375 and conversion fees of $500. As of December 31, 2020, the note had a principal balance of $11,075 and accrued interest of $29. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. Blackbridge Capital On May 3, 2016, the Company accepted and agreed to a Debt Purchase Agreement, whereby Blackbridge Capital acquired $100,000 of principal of a Direct Capital Group, Inc. convertible note in exchange for $100,000. The note bears interest at 5% per annum, matured on May 3, 2017, and is convertible into common stock at 50% of the lowest market price of the 20 trading days prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $100,000 due to this conversion feature, which has been amortized to the statement of operations. The note has converted $19,600 of principal into 267 shares of common stock. On December 2, 2020, a Debt Settlement Agreement was executed, whereby the Company, Blackbridge Capital and Direct Capital agreed to retire the Debt Purchase Agreement and $80,400 in principal and $17,770 in accrued interest was recorded as debt forgiveness on the statement of operations. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. Coventry Enterprises, LLC On May 31, 2019, the Company issued a convertible note to Coventry Enterprises for $50,000, of which $47,500 was received in cash and $2,500 was recorded as transaction fees. The note bears interest at 10% (increases to 24% per annum upon an event of default), matures on May 31, 2020, and is convertible into common stock at 61% multiplied by the lowest trading price during the 20-day trading period including the conversion date. During the three month period ended March 31, 2020, the Company recorded a default penalty of $38,691. The Company recorded a debt discount from the derivative equal to $101,925 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2019, the Company issued 425,000 common shares upon the conversion of principal in the amount of $11,309 and accrued interest of $2,818. During the year ended December 31, 2020, the Company issued 129,270,950 common shares upon the conversion of principal in the amount of $77,382, accrued interest of $8,809, and conversion fees of $3,105. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On February 4, 2020, the Company issued a convertible note to Coventry Enterprises for $40,000, of which $37,500 was received in cash and $2,500 was recorded as transaction fees. The note bears interest at 10% (increases to 24% per annum upon an event of default), matures on February 4, 2021, and is convertible into common stock at 60% multiplied by the lowest trading price during the 20-day trading period prior to the conversion date. The Company recorded a debt discount from the derivative equal to $40,000 due to this conversion feature, which been amortized to the statement of operations. During the year ended December 31, 2020, the Company issued 554,094,166 common shares upon the conversion of principal in the amount of $40,000, accrued interest of $2,366, and conversion fees of $1,380. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. Emunah Funding LLC On October 20, 2017, the Company issued a convertible note to Emunah Funding LLC for $33,840, which includes $26,741 to settle outstanding accounts payable, transaction costs of $4,065, OID interest of $2,840, and cash consideration of $194. On November 6, 2017, the Company issued an Allonge to the convertible debt in the amount of $9,720. The Company received $7,960 in cash and recorded transaction fees of $1,000 and OID interest of $760. On November 30, 2017, the Company issued an Allonge to the convertible debt in the amount of $6,480. The Company received $5,000 in cash and recorded transaction fees of $1,000 and OID interest of $480. On January 11, 2018, the Company issued an Allonge to the convertible debt in the amount of $5,400. The Company received $5,000 in cash and recorded OID interest of $480. The note bears interest of 8% (increases to 24% per annum upon an event of default), matured on July 20, 2018, and is convertible into common stock at 57.5% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $55,440 due to this conversion feature, which has been amortized to the statement of operations. On October 26, 2018, the principal amount of $40,000 was reassigned to Fourth Man, LLC. Pursuant to the default terms of the note, the Company entered a late filing penalty of $1,000. Prior to the period ended December 31, 2020, the note has converted $13,450 of principal and $4,918 of interest into 7,145 shares of common stock. As of December 31, 2020, the note had a principal balance of $2,990 and accrued interest of $1,079. This note is currently in default. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On January 31, 2019, the Company received funding pursuant to convertible note issued to Emunah Funding LLC for $33,000, which includes $5,000 to settle outstanding accounts payable, $4,500 in transaction fees and cash consideration of $23,500. The note bears interest of 8% (increases to 24% per annum upon an event of default), matures on January 31, 2020, and is convertible into common stock at 50% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $33,000 due to this conversion feature, and $33,000 has been amortized to the statement of operations. Pursuant to the default terms of the note, the Company entered late filing penalties of $50,652. During the year ended December 31, 2020, the Company made cash payments of $50,000. As of December 31, 2020, the note had a principal balance of $33,652 and accrued interest of $10,842. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. Fourth Man LLC On October 26, 2018, the Company accepted and agreed to a Debt Purchase Agreement, whereby Fourth Man LLC acquired $40,000 of debt from an Emunah Funding LLC convertible note in exchange for $40,000. The note bears interest of 24%, matures on July 20, 2019, and is convertible into common stock at 50% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $16,591 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2019, the Company issued 22,299 common shares upon the conversion of principal in the amount of $31,743. During the year ended December 31, 2020, the Company issued 69,046,532 common shares upon the conversion of principal in the amount of $8,257 and accrued interest of $2,100. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On April 23, 2019, the Company issued a convertible note to Fourth Man LLC for $26,400, which includes $24,000 to settle outstanding accounts payable, and transaction fee interest of $2,400. The note bears interest of 10%, matures on April 23, 2020, and is convertible into common stock at 60% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $26,400 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2019, the Company issued 165,531 common shares upon the conversion of principal in the amount of $9,535. During the year ended December 31, 2020, the Company issued 65,759,708 common shares upon the conversion of principal in the amount of $16,865 and accrued interest of $2,862. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On July 22, 2019, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $37,950, of which $33,500 was received in cash and $4,450 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon an event of default), matures on July 22, 2020, and is convertible into common stock at 65% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $37,950 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2020, the Company issued 89,447,039 common shares upon the conversion of principal in the amount of $37,950, accrued interest of $2,837 and conversion fees of $3,600. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On August 12, 2019, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $17,600, of which $15,000 was received in cash and $2,600 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon an event of default), matures on August 12, 2020, and is convertible into common stock at 65% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $17,600 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2020, the Company issued 47,812,803 common shares upon the conversion of principal in the amount of $17,600, accrued interest of $1,281, and conversion fees of $1,200. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On October 9, 2019, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $27,500, of which $25,000 was received in cash and $2,500 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon an event of default), matures on October 19, 2020, and is convertible into common stock at 60% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $27,500 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2020, the Company issued 30,896,663 common shares upon the conversion of principal in the amount of $27,500, accrued interest of $1,477, and conversion fees of $2,400. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On December 10, 2019, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $16,500 of which $15,000 was received in cash and $1,500 was recorded as transaction fees. The note bears interest of 12% (increases to 24% per annum upon an event of default), matures on September 10, 2020, and is convertible into the lower of 1) 50% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of the note, and 2) 50% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $16,500 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2020, the Company issued 15,008,658 common shares upon the conversion of principal in the amount of $16,500, accrued interest of $1,010 and conversion fees of $500. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On August 3, 2020, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $27,500 of which $25,000 was received in cash and $2,500 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon an event of default), matures on August 3, 2021, and is convertible into common stock at 60% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $27,500 due to this conversion feature, and $11,301 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, 2020 of $16,199. As of December 31, 2020, the note had a principal balance of $27,500 and accrued interest of $904. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On December 15, 2020, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $33,000 of which $27,600 was received in cash and $5,400 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon an event of default), matures on August 3, 2021, and is convertible into common stock at 60% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $33,000 due to this conversion feature, and $1,447 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, 2020 of $31,553. As of December 31, 2020, the note had a principal balance of $33,000 and accrued interest of $116. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. GPL Ventures LLC On April 29, 2020, the Company accepted and agreed to an Assignment Agreement, whereby GPL Ventures acquired $25,000 of principal and $958 in accrued interest from one note with Optempus Investments, LLC. The note bears interest at 10%, matured on April 4, 2020, and is convertible into 55% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. During the year ended December 31, 2020, the Company issued 21,631,275 common shares upon the conversion of principal in the amount of $25,958. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. On May 20, 2020, the Company accepted and agreed to an Assignment Agreement, whereby GPL Ventures acquired $45,000 of principal, $2,664 in debt discounts, and $2,290 in accrued interest from two notes with Optempus Investments, LLC. The note bears interest at 10%, matures on June 15, 2020, and is convertible into 55% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. During the year ended December 31, 2020, the Company issued 174,297,500 common shares upon the conversion of principal in the amount of $47,290, and the debt discount of $2,664 has been amortized to the statement of operations. As of December 31, 2020, the note has been fully satisfied. The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares. James Powell On September 7, 2015, the Company issued a convertible note with the Company’s former President, James Powell for non-cash consideration for accrued fees of $150,875. The note bears interest |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
LEASES | 5. LEASES The Company adopted the new lease guidance effective January 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2019 adoption date. Operating Leases Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of month-to-month and less than 1 year, one of which includes an option to extend the lease term for a year. The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. We have elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, we will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight-line basis over the term of the lease. As of December 31, 2020, the Company did not have any operating leases. Financing Leases On December 22, 2020, the Company entered into a vehicle lease in the amount of $19,314. The lease has a term of 6 years, from February 5, 2021 January 5, 2027, with a monthly payment of $268. On December 22, 2020, the Company entered into a vehicle lease in the amount of $18,689. The lease has a term of 6 years, from February 5, 2021 January 5, 2027, with a monthly payment of $260. The Company evaluated the leases in accordance with ASC 842 and determined that it’s leases meet the definition of a finance lease. Financing lease assets and liabilities related to our operating leases are as follows: December 31, 2020 Financing lease assets $ 31,178 Current financing lease liabilities 3,988 Non-current financing lease liabilities 27,190 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Year ended December 31, 2020 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities — Non-cash activity: Financing lease assets obtained in exchange for lease obligations $ 31,178 The following is a schedule, by years, of future minimum lease payments required under the finance leases: Years Ending December 31, Finance Leases 2021 $ 5,806 2022 6,334 2023 6,334 2024 6,334 2025 6,334 Thereafter 6,862 Total 38,003 Less imputed Interest 6,825 Total liability $ 31,178 Other information related to leases is as follows: Lease Type Weighted Average Remaining Weighted Average Interest Rate Finance Leases 6 years 7% |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | 6. LOANS PAYABLE On October 1, 2017, Direct Capital Group, Inc. agreed to cancel two convertible notes in the principal amounts of $25,000 and $36,000, and $6,304 in accrued interest, in exchange for a Promissory Note in the amount of $61,000. The note bears no interest and is due on or before October 1, 2020. During the year ended December 31, 2020, the Company recorded payments of $2,000. As of December 31, 2020 and December 31, 2019, the principal balance owed to Direct Capital Group was $14,500 and $16,500, respectively. On May 3, 2020, the Company, was granted a loan (the “Loan”) from Bank of America. in the amount of $72,920, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The Loan, which was in the form of a Note dated May 3, 2020 issued by the Borrower, matures on May 3, 2022, and bears interest at a rate of 1% per annum, payable monthly commencing on November 3, 2020. The Note may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. During the year ended December 31, 2020, the Company recorded accrued interest of $5,826 on the PPP loan. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 7. DERIVATIVE LIABILITIES During the year ended December 31, 2020, the Company valued the embedded conversion feature of the convertible notes, warrants, certain accounts payable and certain related party liabilities. The fair value was calculated at December 31, 2020 based on the lattice model. The following table represents the Company’s derivative liability activity for the embedded conversion features for the year ended December 31, 2020: Notes Warrants Stock Payable Total Balance, beginning of period $ 1,631,390 $ 3,804 $ 1,533,605 $ 3,168,799 Initial recognition of derivative liability 35,173,887 — — 35,173,887 Derivative settlements (4,976,556 ) — — (4,976,556 ) Loss (gain) on derivative liability valuation (27,895,246 ) 23,539 2,502,571 (25,369,136 ) Balance, end of period $ 3,933,475 $ 27,343 $ 4,036,176 $ 7,996,994 Convertible Notes The fair value at the commitment date for the convertible notes and the revaluation dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2020: Valuation date Expected dividends 0% Expected volatility 249.88%-775.47% Expected term .09 - 1 year Risk free interest .07%-.13% Warrants On January 2, 2019, the Company executed a Common Stock Purchase Warrant for 1,821,875 shares (1,821 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.016 per share and expire on December 31, 2023. On January 31, 2019, the Company executed a Common Stock Purchase Warrant for 2,200,000 shares (2,200 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.016 per share and expire on January 30, 2024. On March 26, 2019, the Company executed a Common Stock Purchase Warrant for 1,643,678 shares (1,643 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.017 per share and expire on March 25, 2024. On March 26, 2019, the Company executed a Common Stock Purchase Warrant for 1,643,678 shares (1,643 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.017 per share and expire on March 25, 2024. On April 9, 2019, the Company executed a Common Stock Purchase Warrant for 550,000 shares (550 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.10 per share and expire on April 8, 2024. On April 9, 2019, the Company executed a Common Stock Purchase Warrant for 550,000 shares (550 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.10 per share and expire on April 8, 2024. On April 23, 2019, the Company executed a Common Stock Purchase Warrant for 105,000 shares (105 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.25 per share and expire on April 22, 2024. On May 30, 2019, the Company executed a Common Stock Purchase Warrant for 625,000 shares (625 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.040 per share and expire on May 29, 2024. On May 30, 2019, the Company executed a Common Stock Purchase Warrant for 625,000 shares (625 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.040 per share and expire on May 29, 2024. On May 30, 2019, the Company executed a Common Stock Purchase Warrant for 625,000 shares (625 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.040 per share and expire on May 29, 2024. On June 13, 2019 , On June 13, 2019 , On June 21, 2019, the Company executed a Common Stock Purchase Warrant for 1,000,000 shares (1,000 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.025 per share and expire on June 20, 2024. On July 22, 2019, the Company executed a Common Stock Purchase Warrant for 1,679,204 shares (1,679 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.023 per share and expire on July 22, 2024. On July 22, 2019, the Company executed a Common Stock Purchase Warrant for 1,679,204 shares (1,679 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.023 per share and expire on July 22, 2024. On July 22, 2019, the Company executed a Common Stock Purchase Warrant for 1,679,204 shares (1,679 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.023 per share and expire on July 22, 2024. On August 7, 2019, the Company executed a Common Stock Purchase Warrant for 2,200,000 shares (2,200 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.015 per share and expire on August 7, 2024. On August 12, 2019, the Company executed a Common Stock Purchase Warrant for 1,173,333 shares (1,173 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.015 per share and expire on August 7, 2024. On August 20, 2019, the Company executed a Common Stock Purchase Warrant for 3,500,000 shares (3,500 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.01 per share and expire on August 7, 2024. On October 9, 2019, the Company executed a Common Stock Purchase Warrant for 17,187,500 shares (17,188 post-split). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.0016 per share and expire on October 9, 2024. During the year ended December 31, 2019, warrant holders exercised the warrants and the Company issued 118,280 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms. The Company evaluated all outstanding warrants to determine whether these instruments may be tainted. All warrants outstanding were considered tainted. The Company valued the embedded derivatives within the warrants based on the independent report of the valuation specialist. The fair value at the valuation dates were based upon the following management assumptions: Valuation date Expected dividends 0% Expected volatility 491.11%-519.32% Expected term 3.01 – 3.77 years Risk free interest 0.17% Stock Payable The payables to be issued in stock are at 100% of the lowest closing market price with a 15 day look back. The fair value at the valuation dates were based upon the following management assumptions: Valuation date Expected dividends 0% Expected volatility 758.23% Expected term 1 year Risk free interest 0.10% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS The Company is periodically advanced noninterest bearing operating funds from related parties. The advances are due on demand and unsecured. During the year ended December 31, 2020, the Company made payments of $28,377 to amounts due to related parties, and $182,570 was advanced to the Company by related parties. As of December 31, 2020 and December 31, 2019, the Company owed related parties $245,323 and $91,130, respectively. During the year ended December 31, 2020, the Company recorded imputed interest of $14,136 to the statement of operations with a corresponding increase to additional paid in capital. During the year ended December 31, 2020, the company’s former president forgave accounts payable of $31,269, which was recorded to additional paid in capital. As of December 31, 2020 and December 31, 2019, the Company recorded accounts payable due to related parties of $0 and $31,269, respectively. On December 22, 2020, the President, Richard Hylen, and the Company entered into two vehicle leases in the amount of $19,314 and $18,689, respectively. The leases have a term of 6 years, from February 5, 2021 January 5, 2027, with monthly payments of $268 and $260, respectively. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
CONVERTIBLE PREFERRED STOCK | 9. CONVERTIBLE PREFERRED STOCK Series A Convertible Preferred Stock On January 25, 2011, the Company filed an amendment to its Nevada Certificate of Designation to create Series A Convertible Preferred Stock, with a par value of $0.001 and 10,000,000 shares authorized. On January 3, 2017, the Company filed an Amendment to Certificate of Designation with the Nevada Secretary of State defining the rights and preferences of the Series A Convertible Preferred shares. Series A Convertible Preferred stock shall be convertible into common shares at the rate of the closing market price on the day of the conversion notice equal to the dollar amount of the value of the Series A Convertible Preferred shares, and holders shall have no voting rights on corporate matters, unless and until they convert their Series A Convertible Preferred shares into Common shares, at which time they will have the same voting rights as all Common Shareholders have; their consent shall not be required for taking any corporate action. On October 26, 2018, the Company issued 488,827 Series A Convertible Preferred shares at $1.79 per share to Donna Murtaugh, to settle liabilities of $875,000 owed to her pursuant to the Asset Purchase Agreement dated March 9, 2016. As of November 13, 2018, 3,489,510 shares of Series A Convertible Preferred stock were transferred into the Company in connection with the reverse merger. On November 13, 2018, the Company granted 1,086,592 Series A Convertible Preferred shares at $1.79 per share to Richard Hylen, valued at $1,945,000, pursuant the Merger Agreement. On January 9, 2019, the Company entered into an Asset Purchase Agreement Proscere Bioscience Inc., a Florida Corporation. Pursuant to the Asset Purchase Agreement, Proscere Bioscience assigned and transferred all of its right, title, and interest to its fixed assets and “know how” to Simlatus Corporation. These assets and “know how” pursuant to the 5 year Exclusive Distribution & License Agreement dated January 9, 2019 are valued at $3,000,000. As consideration for the assets and “know how” Simlatus Corporation issued 1,675,978 shares of Convertible Preferred Series A stock at a price of $1.79 per share. At that time, Proscere Bioscience became a wholly subsidiary of Simlatus Corporation. On March 19, 2019, Richard Hylen entered into a Debt Settlement Agreement with Xillient, LLC to settle $362,261 in outstanding debt owed to Xillient, LLC for $200,000. Mr. Hylen transferred 111,732 of his Convertible Preferred Series A that are valued at $1.79 per share. The liability amount of $362,261 was reclassed to additional paid in capital due to the contributed capital by a related party. On April 10, 2019, the Board of Directors repurchased and returned to treasury 25,140 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $45,000 to Optempus Investments, LLC for the repurchase of 25,140 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion. On June 3, 2019, the Board of Directors repurchased and returned to treasury 18,159 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $32,505 to Optempus Investments, LLC for the repurchase of 18,159 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion. On June 21, 2019, 43,299 Convertible Preferred Series A shares held in treasury were retired. During the year ended December 31, 2019, 712,360 shares of Convertible Series A Preferred stock were converted to 2,150,330 common shares in accordance with the conversion terms. On November 27, 2020, the Company and a note holder agreed to convert the principal and interest balance of $212,054 to 118,466 shares of Convertible Series A Preferred stock. On December 28, 2020, the Company converted wages and accrued interest owed to Richard Hylen and Mike Schatz to Convertible Series A Preferred stock. The Company issued 97,732 shares at $1.79 per share in exchange of principal and interest of $174,930 owed to Richard Hylen. The Company issued 317,821 shares at $1.79 per share in exchange of principal and interest of $568,899 owed to Mike Schatz. During the year ended December 31, 2020, 283,510 shares of Convertible Series A Preferred stock were converted to 1,217,871,970 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $191,349, which was recorded to the statement of operations. The Series A Convertible Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. Each share of the Convertible Series A Preferred Stock has a fixed value of $1.79 per share, has no voting rights, and is convertible into common stock at closing market price on the date of conversion. The Company has recorded $11,162,005, which represents 6,235,757 Series A Preferred Stock at $1.79 per share, issued and outstanding as of December 31, 2020, outside of permanent equity and liabilities. Series C Convertible Preferred Stock On June 13, 2019, the Company’s Board of Directors authorized the creation of 45,750 shares of Series C Convertible Preferred Stock with a par value of $0.0001, and on June 13, 2019, a Certificate of Designation was filed with the Nevada Secretary of State. The Convertible Preferred Series C shall have no voting rights as to corporate matters unless, and until, they are converted into common shares, at which time, they will have the same voting rights as all common stock shareholders. Convertible Preferred Series C shares cannot be sold, assigned, hypothecated, or otherwise disposed of, without first obtaining the consent of the majority Convertible Preferred Series C shareholders. Convertible Preferred Series C shares shall have a value of $10.00 USD per share and shall convert into common shares at the rate of the closing market price on the day of conversion notice equal to the dollar amount of the value of the Convertible Preferred Series C share. At no time may the shareholder convert their shares into more than 4.99% of the issued and outstanding. On June 13, 2019 , On June 13, 2019 , During the year ended December 31, 2019, 10,167 shares of Convertible Series C preferred stock were converted to 28,015 common shares in accordance with the conversion terms. The Convertible Series C Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. The Company has recorded $355,830 which represents 35,583 Series C Convertible Preferred Stock at $10 per share, issued and outstanding as of December 31, 2020, outside of permanent equity and liabilities. As of December 31, 2020, 10,000,000 Series A Convertible Preferred shares and 45,750 Series C Convertible Preferred shares were authorized, of which 6,235,757 Series A Convertible Preferred shares were issued and outstanding and 35,583 Series C Convertible Preferred shares were issued and outstanding. Preferred Stock Payable On December 28, 2020, the Company received resignation letters from Baron Tennelle, Dusty Vereker, and Robert Stillwaugh. The Company agreed to issue Preferred Series A shares to settle unpaid wages and interest owed to those individuals. The Company agreed to issue 52,931 Preferred Series A shares to Baron Tennelle in exchange for accrued wages of $90,000 and interest of $4,745. The Company agreed to issue 50,615 Preferred Series A shares to Dusty Vereker in exchange for accrued wages of $86,250 and interest of $4,350. The Company agreed to issue 317,821 Preferred Series A shares to Robert Stillwaugh in exchange for accrued wages of $427,708 and interest of $141,190. The shares were issued subsequent to December 31, 2020, which have been disclosed in subsequent events (Note 14). |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
PREFERRED STOCK | 10. PREFERRED STOCK On January 25, 2011, the Company filed an amendment to its Nevada Certificate of Designation to create Series B Preferred Stock, with a par value of $0.001 and 10,000,000 shares authorized. On July 1, 2015, the Company’s Board of Directors authorized the creation of shares of Series B Voting Preferred Stock and on July 27, 2015 a Certificate of Designation was filed with the Nevada Secretary of State. The holder of the shares of the Series B Voting Preferred Stock has the right to vote those shares of the Series B Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series B Voting Preferred Stock is equal to and counted as 4 times the votes of all of the shares of the Company’s (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. On November 9, 2018, Mike Schatz returned 250 Preferred Series B Control Shares, valued at par value, pursuant to his new employee agreement dated November 1, 2018. On November 9, 2018, Robert Stillwaugh returned 250 Preferred Series B Control Shares, valued at par value, pursuant to his new employee agreement dated November 1, 2018. On November 9, 2018, newly appointed President, Richard Hylen was issued 500 Preferred Series B Control Shares, pursuant to his employee agreement dated November 1, 2018. As of December 31, 2020, 10,000,000 Series B Preferred shares were authorized, of which 500 shares were issued and outstanding. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
COMMON STOCK | 11. COMMON STOCK On June 15, 2016, the Company approved the authorization of a 1 for 1,000 reverse stock split of the Company’s outstanding shares of common stock, which was effective on July 22, 2016. The financial statements have been retroactively adjusted to take this into account for all periods presented. As of November 13, 2018, 2,918 shares of common stock were transferred into the Company in connection with the reverse merger. On November 13, 2018, the Company issued 102,368 shares of restricted common stock to Richard Hylen as collateral, pursuant to the Asset Purchase Agreement dated November 13, 2018. The shares are valued at $4,298,450 based on the market price of the Company’s common stock on the date of the agreement. During the year ended December 31, 2018 , On April 16, 2019, the Company issued 424 common shares at to Hanson & Associates to settle outstanding stock payable liabilities pursuant to a Consulting Agreement dated April 1, 2017. The stock was valued at $24,953 on the date of issuance, which extinguished $24,953 in derivative liabilities. On June 13, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase the number of authorized common shares from 900,000,000 to 975,000,000 with a par value of $0.00001. On July 23, 2019, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 975,000,000 to 1,500,000,000 shares at par value $0.00001 per share. On September 16, 2019, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 1,500,000,000 to 5,000,000,000 shares at par value $0.00001 per share. On October 17, 2019, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 5,000,000,000 to 10,000,000,000 shares at par value $0.00001 per share. On December 18, 2019, the Company approved the authorization of a 1 for 1,000 reverse stock split of the Company’s outstanding shares of common stock. The financial statements have been retroactively adjusted to take this into account for all periods presented. During the year ended December 31, 2019, 712,360 shares of Series A preferred stock were converted to 2,161,158 common shares in accordance with the conversion terms. During the year ended December 31, 2019, 10,167 shares of Series C preferred stock were converted to 28,015 common shares in accordance with the conversion terms. During the year ended December 31, 2019, warrant holders exercised the warrants and the Company issued 118,280 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms. During the year ended December 31, 2019 , On March 27, 2020, 3,476 shares of common stock were issued due to rounding in conjunction with the reverse stock split. On June 5, 2020, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to decrease the number of authorized Common Shares from 10,000,000,000 to 2,000,000,000 shares at par value $0.00001 per share. On June 11, 2020, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 2,000,000,000 to 5,000,000,000 shares at par value $0.00001 per share. On August 14, 2020, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 5,000,000,000 to 10,000,000,000 shares at par value $0.00001 per share. During the year ended December 31, 2020, 283,510 shares of Convertible Series A Preferred stock were converted to 1,217,871,970 common shares, valued at $507,483, in accordance with the conversion terms. The issuances resulted in a loss on conversion of $191,349, which was recorded to the statement of operations. During the year ended December 31, 2020 , As of December 31, 2020, 10,000,000,000 common shares, par value $0.00001, were authorized, of which 4,896,738,884 shares were issued and outstanding. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. The deferred tax asset and the valuation allowance consist of the following at December 31, 2020: December 31, 2020 Net operating loss $ 2,972,563 Statutory rate 21 % Expected tax recovery 624,238 Change in valuation allowance (624,238 ) Income tax provision $ — Components of deferred tax asset: Non-capital tax loss carry-forwards 624,238 Less: valuation allowance (624,238 ) Net deferred tax asset $ — As of the date of this filing, the Company is not current in filing their tax returns. The last return filed by the Company was December 31, 2017, and the Company has not accrued any potential penalties or interest from that period forward. The Company will need to file returns for the year ending December 31, 2018, 2019 and 2020 which are still open for examination. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES On March 29, 2019, the Company and its subsidiary, Proscere Bioscience Inc., entered into an Exclusive Distribution Agreement with Brand House Ventures Inc. allowing the rights to sell the CBD Cold Water Extraction Systems within all of the United States. Mike Mulder is the President of Brand House Ventures Inc., and the company On March 29, 2019, the Company and its subsidiary, Proscere Bioscience Inc., entered into a Distribution Agreement with United Opportunities, LLC allowing the rights to sell the CBD/HEMP Cold Water Extraction Systems within Canada and Europe. Shawn Illingworth is the Managing Partner of United Opportunities, LLC, and the company was formed in 2017 in overseeing the purchases of multiple cannabis farms in the Humboldt, Adelanto, Needles, Nipton, Cal City, and Searchlight areas of California and Nevada. The company currently cultivates medical grade crops on a grand scale and supply product to all the major manufacturers and extraction companies in the industry. Future plans are to expand the company and distribute internationally through attaining cultivation centers in Canada, Europe, and Australia. United Opportunities is currently opening an office and showroom in Las Vegas, NV which will round out its current operating platforms in New York, Florida, and San Diego, California. To date, the Company has established distribution relationships in the United States, Canada, and Europe. The company also has purchase orders to fulfill in relationship to the above distribution agreement. Any delays in fulfilling the orders have been caused by manufacturing delays and the COVID-19 delays in working with our suppliers. On November 1, 2019, the Company renewed an Employment Agreement with Robert Stillwaugh, which appoints him as President of Simlatus, a non-director/officer position, with an annual salary of $45,000, which can be accumulated at 6% interest and converted to restricted common stock at fair market value at the time of conversion. During the year ended December 31, 2020, the Company recorded wages of $45,000 and interest of $43,697 in connection with this agreement. On December 28, 2020, Mr. Stillwaugh resigned from his position and the Company agreed to convert unpaid wages and accrued interest totaling $568,899 into 317,821 shares of Convertible Preferred Series A stock. The shares were issued subsequent to the reporting period and is disclosed in subsequent events (Note 14). On November 1, 2019, the Company renewed an Employment Agreement with Mike Schatz, which appoints him as the Vice President of Simlatus, a non-director/officer position, with an annual salary of $45,000, which can be accumulated at 6% interest and converted to restricted common stock at fair market value at the time of conversion. During the year ended December 31, 2020, the Company recorded wages of $45,000 and interest of $43,697 in connection with this agreement. On December 28, 2020, the Company converted unpaid wages and accrued interest totaling $568,899 into 317,821 shares of Convertible Preferred Series A stock. On November 1, 2019, the Company renewed an Employee Agreement with Richard Hylen which appoints him as Chief Executive Officer, Chairman of the Board, and President, Secretary, and Treasurer of the Company. Mr. Hylen will receive an annual salary of $120,000, which can be accumulated at 6% interest and converted to restricted common stock at fair market value at the time of conversion. During the year ended December 31, 2020, the Company recorded wages of $120,000, interest of $6,924 and payments of $34,768, in connection with this agreement. On December 28, 2020, the Company converted unpaid wages and accrued interest totaling $174,940 into 97,732 shares of Convertible Preferred Series A stock. On January 9, 2020, the Company renewed an Employee Agreement with Baron Tennelle, which appoints him as Director of Simlatus and President of Proscere Bioscience, Inc., a wholly owned subsidiary of Simlatus. He will receive an annual salary of $45,000 paid out quarterly in either cash or stock at the current fair market value of the stock at time of conversion. During the year ended December 31, 2020, the Company recorded wages of $45,000 and interest of $3,725 in connection with this agreement. On December 28, 2020, Mr. Tennelle resigned from his position and the Company agreed to convert unpaid wages and accrued interest totaling $94,745 into 52,931 shares of Convertible Preferred Series A stock. The shares were issued subsequent to the reporting period and is disclosed in subsequent events (Note 14). On February 19, 2020 , |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS Employee and Director Agreements On January 1, 2021, the Company dismissed Richard Hylen as CEO, and appointed Richard Hylen as the Chairman and Secretary of the company, and the President of Satel Group Inc., a wholly owned subsidiary of the company and pursuant with the Employment Agreement and Director Agreement dated January 1, 2021. These Agreements will replace all previous agreements. The employee will receive an annual salary of $200,000 to be paid in equal monthly installments. Amounts unpaid will accrue annual interest of 6% and may be converted to Convertible Preferred Series A stock of the company in value of $1.79 per share and under the conversion guidelines of the Certificate of designation for Convertible Preferred Series A stock. Pursuant to the agreement, the company issued 500 Preferred Series B shares. Said shares are control shares and have voting rights only. As Director the undersigned is hereby granted $25,000 of Convertible Preferred Series A shares of the company at a price of $1.79 per share. On January 20, 2021, the Company issued 13,966 shares, pursuant with the Certificate of Designation for conversion rights of said shares. On January 1, 2021, the Company appointed Jef Lewis as a Director and the Chief Executive Officer, President and Treasurer of the company and pursuant with the Employment Agreement and Director Agreement dated January 1, 2021. These Agreements will replace all previous agreements. The employee will receive an annual salary of $200,000 to be paid in equal monthly installments. Amounts unpaid will accrue annual interest of 6% and may be converted to Convertible Preferred Series A stock of the company in value of $1.79 per share and under the conversion guidelines of the Certificate of designation for Convertible Preferred Series A stock. Pursuant to the agreement, the company issued 500 Preferred Series B shares on January 20, 2021. Said shares are control shares and have voting rights only. As Director the undersigned is hereby granted $25,000 of Convertible Preferred Series A shares of the company at a price of $1.79 per share. On January 20, 2021, the Company issued 13,966 shares, pursuant with the Certificate of Designation for conversion rights of said shares. Jeffrey Lewis is 47 years old. Founder of BrewBilt Manufacturing LLC, and is the Chairman and CEO of BrewBilt Manufacturing, Inc., a multiple million dollar craft beer brewery manufacturing facility in Northern California, has over 15 years of experience managing engineering, design, and fabrication teams that custom design and fabricate integrated stainless steel distillation and brewing systems for the craft beer beverage industries. On January 1, 2021, the Company appointed Samuel Berry as a Director and the Chief Operations Officer of the company and pursuant with the Employment Agreement and Director Agreement dated January 1, 2021. These Agreements will replace all previous agreements. The employee will receive an annual salary of $100,000 to be paid in equal monthly installments. Amounts unpaid will accrue annual interest of 6% and may be converted to Convertible Preferred Series A stock of the company in value of $1.79 per share and under the conversion guidelines of the Certificate of designation for Convertible Preferred Series A stock. The company will issue to the employee $50,000 of Preferred Series A shares at a value of $1.79 per share. As Director the undersigned is hereby granted $25,000 of Preferred Series A shares of the company at a price of $1.79 per share, pursuant with the Certificate of Designation for conversion rights of said shares. On January 20, 2021, the Company issued 41,898 shares of Convertible Preferred Series A shares, pursuant to these agreements. Samuel Berry is 43 years old and a graduate from Keene State College in New Hampshire with a Bachelor of Science, and a graduate from Florida International University with his Master of Science. Sam is a Director of BrewBilt Manufacturing Inc. and experienced with the operations of a public craft beer manufacturing business. With over 15 years of business experience in management, he will oversee the operations of Simlatus. On March 1, 2021, the Company appointed Bennett Buchanan as a Director and of the company and pursuant with the Employment Agreement and Director Agreement dated March 3, 2021. Pursuant to the Employment Agreement, Mr. Buchanan will be employed on at-will basis and receive an annual salary of $100,000 payable in monthly installments, with unpaid amounts accruing interest at the rate of 6% per annum. Unpaid salary may be converted by Mr. Buchanan into shares of Convertible Series A Preferred Stock of the Company. On March 4, 2021, the Company issued 13,966 shares of Convertible Series A Preferred Stock pursuant to the Employment Agreement. Bennett Buchanan is 36 years old and the co-founder and brewer for the award-winning Old Bus Tavern brewpub in San Francisco. He has also honed his skills brewing on a production scale for the Fort Point Beer Company. Bennett holds a Bachelor of Science in Civil Engineering and a Master of Engineering Management from Cornell University. Convertible Notes On January 25, 2021, the Company entered in a Convertible Promissory Note with Redstart Holdings Corp in the amount of $63,500. The note is unsecured, bears interest at 10% per annum, and matures on January 25, 2022. On February 8, 2021, the Company entered in a Convertible Promissory Note with Labrys Fund LP in the amount of $140,000. The note is unsecured, bears interest at 12% per annum, and matures on February 8, 2022. On March 5, 2021, the Company entered in a Convertible Promissory Note with Fourth Man, LLC in the amount of $140,000. The note is unsecured, bears interest at 12% per annum, and matures on March 5, 2022. On March 8, 2021, the Company entered in a Convertible Promissory Note with FirstFire Global Opportunities Fund LLC in the amount of $300,000. The note is unsecured, bears interest at 12% per annum, and matures on March 8, 2022. The Company will also issue 35,000,000 commitment shares pursuant to the Securities Purchase Agreement. Subsequent Issuances On January 5, 2021, the holder of a convertible note converted a total of $13,000 of principal into 144,444,444 shares of our common stock. On January 5, 2021, 37,989 shares of Preferred Series A stock was converted in to 113,333,850 shares of common stock. On January 7, 2021, the holder of a convertible note converted a total of $10,750 of principal and fees into 107,500,000 shares of our common stock. On January 7, 2021, the Company issued 52,931 Preferred Series A shares to Baron Tennelle in exchange for accrued wages of $90,000 and interest of $4,745. On January 7, 2021, the Company issued 50,615 Preferred Series A shares to Dusty Vereker in exchange for accrued wages of $86,250 and interest of $4,350. On January 7, 2021, the Company issued 317,821 Preferred Series A shares to Robert Stillwaugh in exchange for accrued wages of $427,708 and interest of $141,190. On January 7, 2021, 80,450 shares of Preferred Series A stock was converted in to 240,009,167 shares of common stock. On January 11, 2021, the holder of a convertible note converted a total of $2,250 of principal and interest into 15,000,000 shares of our common stock. On January 11, 2021, the holder of a convertible note converted a total of $15,000 of principal into 100,000,000 shares of our common stock. On January 11, 2021, 19,550 shares of Preferred Series A stock was converted in to 58,324,167 shares of common stock. On January 12, 2021, the holder of a convertible note converted a total of $11,627 of principal, interest, and fees into 105,697,273 shares of our common stock. On January 13, 2021, 60,000 shares of Preferred Series A stock was converted in to 268,500,000 shares of common stock. On January 14, 2021, the holder of a convertible note converted a total of $19,650 of principal and interest into 109,166,667 shares of our common stock. On January 15, 2021, the holder of a convertible note converted a total of $6,300 of interest into 63,000,000 shares of our common stock. On January 20, 2021, the holder of a convertible note converted a total of $36,200 of principal, interest, and fees into 301,666,667 shares of our common stock. On January 22, 2021, the holder of a convertible note converted a total of $3,300 of interest into 33,000,000 shares of our common stock. On January 22, 2021, 40,000 shares of Preferred Series A stock was converted in to 79,555,556 shares of common stock. On January 26, 2021, the holder of a convertible note converted a total of $29,088 of principal, interest, and fees into 242,397,433 shares of our common stock. On January 28, 2021, 100,000 shares of Preferred Series A stock was converted in to 162,727,273 shares of common stock. On February 1, 2021, 100,000 shares of Preferred Series A stock was converted in to 198,888,889 shares of common stock. On February 2, 2021, 100,000 shares of Preferred Series A stock was converted in to 179,000,000 shares of common stock. On February 8, 2021, the holder of a convertible note converted a total of $7,505 of principal and interest into 50,035,712 shares of our common stock. On February 8, 2021, the holder of a convertible note converted a total of $9,494 of principal, interest, and fees into 52,746,722 shares of our common stock. On February 9, 2021, the holder of a convertible note converted a total of $7,569 of principal and interest into 50,457,178 shares of our common stock. On February 10, 2021, 100,000 shares of Preferred Series A stock was converted in to 89,500,000 shares of common stock. On February 10, 2021, 100,000 shares of Preferred Series A stock was converted in to 49,722,223 shares of common stock. On February 11, 2021, the holder of a convertible note converted a total of $34,313 of principal, interest, and fees into 142,971,542 shares of our common stock. On February 16, 2021, the holder of a convertible note converted a total of $20,797 of principal and interest into 103,986,324 shares of our common stock. On February 23, 2021, 100,000 shares of Preferred Series A stock was converted in to 55,937,500 shares of common stock. On February 25, 2021, 100,000 shares of Preferred Series A stock was converted in to 137,692,308 shares of common stock. On February 26, 2021, 150,000 shares of Preferred Series A stock was converted in to 116,739,131 shares of common stock. On March 4, 2021, 200,000 shares of Preferred Series A stock was converted in to 275,384,615 shares of common stock. On March 8, 2021, the holder of a convertible note converted a total of $21,602 of principal, interest, and fees into 19,549,294 shares of our common stock. On March 8, 2021, 35,000,000 shares of common stock were issued pursuant to a Securities Purchase Agreement. On March 9, 2021, 100,000 shares of Preferred Series A stock was converted in to 105,294,118 shares of common stock. On March 15, 2021, 200,000 shares of Preferred Series A stock was converted in to 179,000,000 shares of common stock. On March 15, 2021, 200,000 shares of Preferred Series A stock was converted in to 358,000,000 shares of common stock. On March 17, 2021, 224,720 shares of Preferred Series A stock was converted in to 206,281,435 shares of common stock. On March 17, 2021, 35,583 shares of Preferred Series C stock was converted in to 100,000,000 shares of common stock. The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional subsequent events to disclose. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Satel Group merged with Simlatus Corporation (“SIML” or “Company”) on November 13, 2018 and is the premier provider of DirecTV to high-rise apartments, condominiums and large commercial office buildings in the San Francisco metropolitan area and is now expanding both their DirecTV and Internet services across the Bay Area. Simlatus continues to manufacture its own proprietary systems for major broadcast studios, such as Warner Bros., Fox News, CBS, and DirecTV. Its video technology supports the major system used for underwater oil exploration in the world. For the years ended December 31, 2020 and 2019, the Company had one major customer who represented approximately 55% and 53% of total revenue, respectively. Simlatus Corporation was initially incorporated in the State of Nevada under the name Sunberta Resources Inc. on November 15, 2006, as a mining and exploration of mineral claims business. On November 18, 2009, the Company changed its name to Grid Petroleum Corp. and continued with the mining and exploration of mineral claims in Alberta, Canada, Vancouver Island, British Columbia, England, and the United States. On March 9, 2016, Grid Petroleum Corp. entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with RJM and Associates, LLC, a California limited liability company (“RJM”) whereby RJM‟s owners became the directors of the Company and were to be issued $6,250,000 worth of the Company’s stock; $5,000,000 of Restricted Common Stock 90 days from the date of this agreement and $1,250,000 of Preferred Series-A Shares of the Company’s Preferred Stock. On the same date the entire management team of RJM became the entire management team of Grid Petroleum Corp. The Company’s transaction with RJM has been treated as a reverse recapitalization of the Company, with the Company (the legal acquirer of RJM) considered the accounting acquiree, and RJM, whose management took control of the Company (the legal acquiree of the Company) considered the accounting acquirer. The Company did not recognize goodwill or any intangible assets in connection with the transaction. All costs related to the transaction are being charged to operations as incurred. The $6,250,000 worth of shares of Company stock, to be issued in conjunction with the transaction, was presented as a liability until such time that the shares were issued, and the liability reduced. The historical financial statements include the operations of the accounting acquirer for all periods presented. On March 25, 2016, the Company approved a name change to Simlatus Corporation, stock symbol SIML, which was executed on April 4, 2016. The new name change better describes the Company’s new business and revenues from selling commercial broadcast equipment on a global basis. Simlatus Corporation develops, manufactures, markets, and owns proprietary advanced broadcast equipment and software. These systems have been sold worldwide over the past 20 years to some of the most recognized, major broadcast companies in the Television Industry. Satel Group Inc., a Nevada Corporation, merged with Simlatus Corporation on November 13, 2018. Satel Group, Inc., (the “Company” or “Satel”) was incorporated in the State of Nevada on August 15, 2016. The Company was originally formed as Satel, LLC on February 26, 2003 as a California limited liability company. Satel, LLC converted to a California Corporation, Satel, Inc., by Articles of Incorporation with a Statement of Conversion signed by Richard Hylen as managing member of Satel LLC, dated December 20, 2013, and filed with the California Secretary of State on December 23, 2013. On September 25, 2016 Satel Group, Inc. purchased all of the assets of Satel, Inc., and therefore this Company was organized and continues to operate with the same management while engaged in providing their existing High Speed Internet and DirecTV™ services to upscale, high-rise commercial buildings including large office complexes, apartments, and condominiums in the City of San Francisco and throughout the Bay Area. |
Financial Statement Presentation | Financial Statement Presentation The audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. |
Fiscal Year End | Fiscal Year End The Company has selected December 31 as its fiscal year end. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents. |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. |
Revenue Recognition and Related Allowances | Revenue Recognition and Related Allowances The Company’s main revenue stream is from selling DirecTV services to corporate and residential customers. During the year ended December 31, 2020, 55% of the Company’s revenue was from commissions, 19% was from corporate service subscribers, 13% was from residential service subscribers, and 6% was from installations and equipment. In addition, the Company’s sales for audio/video systems represented 7% of revenues. On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are provided based on historical experience and management’s evaluation of outstanding accounts receivable. Management evaluates past due or delinquency of accounts receivable based on the open invoices aged on due date basis. The allowance for doubtful accounts at December 31, 2020 and December 31, 2019 is $0. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the fiscal year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. |
Loss Per Share | Loss Per Share Basic loss per share of common stock is computed by dividing the net loss by the weighted average number of common shares outstanding during the period after giving retroactive effect to the reverse stock split affected on December 18, 2019 (see Note 10). |
Inventories | Inventories Inventories are stated at the lower of cost, computed using the first-in, first-out method and net realizable value. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019 for each fair value hierarchy level: December 31, 2020 Derivative Liabilities Total Level I $ — $ — Level II $ — $ — Level III $ 7,996,994 $ 7,996,994 December 31, 2019 Derivative Liabilities Total Level I $ — $ — Level II $ — $ — Level III $ 3,168,799 $ 3,168,799 In management’s opinion, the fair value of convertible notes payable and advances payable is approximate to carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current market. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. As of December 31, 2020 and December 31, 2019, the balances reported for cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate the fair value because of their short maturities. |
Income Taxes | Income Taxes The Company records deferred taxes in accordance with FASB ASC No. 740, Income Taxes. As of the date of this filing, the Company is not current in filing their tax returns. The last return filed by the Company was December 31, 2017, and the Company has not accrued any potential penalties or interest from that period forward. The Company will need to file returns for the year ending December 31, 2019 and 2018, which are still open for examination. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019 for each fair value hierarchy level: December 31, 2020 Derivative Liabilities Total Level I $ — $ — Level II $ — $ — Level III $ 7,996,994 $ 7,996,994 December 31, 2019 Derivative Liabilities Total Level I $ — $ — Level II $ — $ — Level III $ 3,168,799 $ 3,168,799 |
ACCURED EXPENSES (Tables)
ACCURED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Schedule of Accured Expenses | As of December 31, 2020 and December 31, 2019, accrued expenses were comprised of the following: December 31, December 31, 2020 2019 Accrued expenses Credit cards $ 407 $ 8,282 Customer deposits 18,307 18,307 Employee liabilities 7,612 7,612 Sales tax payable 90 1,416 Short-term loans 3,000 3,000 Total accrued expenses $ 29,416 $ 38,617 Accrued interest Interest on notes payable $ 44,855 $ 111,326 Interest on short-term loans 5,826 — Interest on accrued wages 97,552 263,113 Total accrued interest $ 148,233 $ 374,439 Accrued wages $ 321,530 $ 1,184,455 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | As of December 31, 2020 and December 31, 2019, notes payable were comprised of the following: Original Due Interest Conversion December 31, December 31, Note Date Date Rate Rate 2020 2019 Armada Investment #2 5/30/2019 2/29/2020 18% Variable $ — $ 27,500 Armada Investment #3 7/22/2019 7/22/2020 8% Variable — 37,950 Armada Investment #4 12/6/2019 12/6/2020 8% Variable — 18,150 BHP Capital NY #3 3/26/2019 3/26/2020 24% Variable — 28,600 BHP Capital NY #4 4/9/2019 1/9/2020 18% Variable — 46,000 BHP Capital NY #6* 5/30/2019 2/29/2020 18% Variable 27,500 27,500 BHP Capital NY #7* 7/22/2019 7/22/2020 8% Variable 37,950 37,950 BHP Capital NY #8* 8/7/2019 8/7/2020 8% Variable — 33,000 BHP Capital NY #9 12/20/2019 12/20/2020 12% Variable 11,075 19,000 Blackbridge Capital #2* 5/3/2016 5/3/2017 5% Variable — 80,400 Coventry #3 5/31/2019 5/31/2020 24% Variable — 38,691 Emunah Funding #4* 10/20/2018 7/20/2019 24% Variable 2,990 2,990 Emunah Funding #8* 1/31/2019 1/31/2020 24% Variable 33,652 33,652 Fourth Man #2 10/26/2018 7/20/2019 24% Variable — 8,257 Fourth Man #4 4/23/2019 4/23/2020 10% Variable — 16,865 Fourth Man #5 7/22/2019 7/22/2020 8% Variable — 37,950 Fourth Man #6 8/12/2019 8/12/2020 8% Variable — 17,600 Fourth Man #7 10/9/2019 10/8/2020 8% Variable — 27,500 Fourth Man #8 12/10/2019 9/10/2020 12% Variable — 16,500 Fourth Man #9 8/3/2020 8/3/2021 8% Variable 27,500 Fourth Man #10 12/15/2020 12/15/2021 8% Variable 33,000 — James Powell 9/7/2015 Demand 8% Variable — 150,875 Jefferson St Capital #2* 3/5/2019 10/18/2019 0% Variable 5,000 5,000 Jefferson St Capital #3 4/9/2019 1/9/2020 8% Variable — 44,400 Jefferson St Capital #5 5/30/2019 2/29/2020 18% Variable — 27,500 Jefferson St Capital #6* 6/21/2019 3/21/2020 18% Variable 27,500 27,500 Jefferson St Capital #7* 8/20/2019 5/20/2020 18% Variable 38,500 38,500 Jefferson St Capital #8* 12/20/2019 12/20/2020 12% Variable 19,000 19,000 Optempus Invest #1 9/4/2019 4/4/2020 6% Variable — 25,000 Optempus Invest #2 9/13/2019 4/13/2020 6% Variable — 20,000 Optempus Invest #3 10/15/2019 6/15/2020 6% Variable — 25,000 Optempus Invest #4 11/2/2020 11/2/2021 10% Variable 20,000 — Optempus Invest #5 11/5/2020 11/5/2021 10% Variable 20,000 — Optempus Invest #6 12/31/2020 12/31/2021 6% Variable 20,000 — Power Up Lending #1* 3/14/2019 3/14/2020 22% Variable — 6,500 Power Up Lending #2 5/13/2019 5/13/2020 10% Variable — 103,000 Power Up Lending #3 6/20/2019 6/20/2020 10% Variable — 53,000 Power Up Lending #4 5/18/2020 5/18/2021 10% Variable — — Power Up Lending #5 6/15/2020 6/15/2021 10% Variable 13,100 — Power Up Lending #6 6/24/2020 6/24/2021 10% Variable 33,000 — 369,767 1,101,330 Less debt discount (136,829 ) (394,795 ) Notes payable, net of discount $ 232,938 $ 706,535 * As of December 31, 2020, the balance of notes payable that are in default is $203,167. |
Schedule of Converion of Common Stock for Convertible Notes payable | During the year ended December 31, 2020, the Company issued the following shares of common stock upon the conversions of portions of the Convertible Notes: Principal Interest Total Conversion Shares Date Conversion Conversion Conversion Price Issued Issued to 4/16/2020 1,600 — $ 1,600 0.0073 219,178 Redstart Holdings 4/22/2020 1,600 — 1,600 0.0073 219,178 Redstart Holdings 4/28/2020 1,500 — 1,500 0.0059 254,237 Redstart Holdings 5/1/2020 1,100 — 1,100 0.0044 250,000 Redstart Holdings 5/5/2020 12,500 — 12,500 0.0032 3,955,696 GPL Ventures 5/6/2020 12,000 — 12,000 0.0044 2,727,272 Redstart Holdings 5/14/2020 — — — 0.0000 6,460,971 GPL Ventures 5/19/2020 13,458 — 13,458 0.0012 11,214,608 GPL Ventures 5/20/2020 12,744 7,386 20,130 0.0018 11,000,000 Coventry 6/3/2020 22,600 — 22,600 0.0021 10,761,905 Redstart Holdings 6/5/2020 34,650 — 34,650 0.0017 21,000,000 GPL Ventures 6/5/2020 18,000 — 18,000 0.0021 8,624,708 Jefferson St Cap 6/5/2020 21,500 — 21,500 0.0020 10,750,000 Redstart Holdings 6/8/2020 19,192 938 20,130 0.0018 11,000,000 Coventry 6/8/2020 22,800 — 22,800 0.0018 13,333,333 Fourth Man 6/8/2020 21,500 — 21,500 0.0020 10,750,000 Redstart Holdings 6/9/2020 21,500 — 21,500 0.0020 10,750,000 Redstart Holdings 6/9/2020 21,500 — 21,500 0.0020 10,750,000 Redstart Holdings 6/10/2020 16,500 1,010 17,510 0.0012 15,008,658 Fourth Man 6/11/2020 14,500 — 14,500 0.0019 7,957,559 Jefferson St Cap 6/11/2020 18,300 — 18,300 0.0017 10,764,706 Redstart Holdings 6/12/2020 18,950 2,687 21,637 0.0012 19,518,506 Armada 6/12/2020 8,800 — 8,800 0.0009 10,000,000 GPL Ventures 6/12/2020 14,000 — 14,000 0.0013 10,769,231 Redstart Holdings 6/15/2020 11,800 — 11,800 0.0011 10,727,273 Redstart Holdings 6/16/2020 13,575 — 13,575 0.0006 23,452,381 Fourth Man 6/16/2020 — — — 0.0000 42,000,000 GPL Ventures 6/16/2020 11,900 2,200 14,100 0.0008 17,278,106 Jefferson St Cap 6/16/2020 10,700 — 10,700 0.0010 10,700,000 Redstart Holdings 6/17/2020 10,000 21 10,021 0.0007 16,440,765 Armada 6/17/2020 15,740 273 16,013 0.0006 25,000,000 Coventry 6/17/2020 9,100 — 9,100 0.0009 10,705,882 Redstart Holdings 6/17/2020 9,100 — 9,100 0.0009 10,705,882 Redstart Holdings 6/19/2020 13,950 — 13,950 0.0005 31,562,500 Fourth Man 6/19/2020 6,600 5,150 11,750 0.0007 17,537,313 Redstart Holdings 6/22/2020 12,250 — 12,250 0.0007 20,000,000 Jefferson St Cap 6/22/2020 12,200 — 12,200 0.0006 20,000,000 Redstart Holdings 6/23/2020 9,000 12 9,012 0.0005 19,638,145 Armada 6/24/2020 7,500 — 7,500 0.0004 19,704,433 BHP Capital 6/24/2020 14,806 139 14,945 0.0004 35,000,000 Coventry 6/24/2020 10,425 2,837 13,262 0.0004 34,432,158 Fourth Man 6/24/2020 10,400 — 10,400 0.0005 20,000,000 Redstart Holdings 6/25/2020 10,400 — 10,400 0.0005 20,000,000 Redstart Holdings 6/26/2020 4,700 1,477 6,177 0.0004 17,563,330 Fourth Man 6/26/2020 10,400 — 10,400 0.0005 20,000,000 Redstart Holdings 6/29/2020 9,000 819 9,819 0.0005 24,218,648 Armada 6/29/2020 18,100 — 18,100 0.0004 45,812,808 BHP Capital 6/29/2020 10,345 50 10,395 0.0004 30,000,000 Coventry 6/29/2020 11,250 — 11,250 0.0005 23,076,923 Jefferson St Cap 6/29/2020 10,400 — 10,400 0.0005 20,000,000 Redstart Holdings 6/30/2020 15,700 — 15,700 0.0005 30,192,308 Redstart Holdings 7/1/2020 23,100 — 23,100 0.0005 50,217,391 Redstart Holdings 7/1/2020 13,000 2,396 15,396 0.0005 35,484,737 Armada 7/1/2020 3,000 2,897 5,897 0.0003 21,758,881 BHP Capital 7/2/2020 17,600 1,281 18,881 0.0004 47,812,803 Fourth Man 7/2/2020 13,400 9,700 23,100 0.0005 50,217,391 Redstart Holdings 7/6/2020 4,000 2,377 6,377 0.0005 13,706,192 Jefferson St Cap 7/7/2020 — 804 804 0.0004 2,009,375 Redstart Holdings 7/7/2020 14,500 19 14,519 0.0004 39,815,732 Armada 7/7/2020 4,553 24 4,578 0.0003 17,270,950 Coventry 7/8/2020 22,500 2,601 25,101 0.0004 71,324,065 BHP Capital 7/9/2020 16,865 2,862 19,728 0.0003 65,759,708 Fourth Man 7/10/2020 9,150 22 9,172 0.0003 32,565,338 Armada 7/16/2020 17,000 41 17,041 0.0002 89,954,923 BHP Capital 7/16/2020 8,257 2,100 10,357 0.0002 69,046,532 Fourth Man 7/22/2020 6,500 9 6,509 0.0002 35,941,262 BHP Capital 8/4/2020 19,000 2,000 21,000 0.0001 175,000,000 Coventry 8/11/2020 10,000 — 10,000 0.0001 112,820,513 BHP Capital 8/25/2020 7,678 123 7,800 0.0001 130,000,000 Coventry 10/26/2020 7,151 229 7,380 0.00006 134,500,000 Coventry 11/3/2020 6,172 14 6,186 0.00006 114,594,166 Coventry 11/27/2020 5,000 3,593 8,593 0.00007 147,793,846 BHP Capital 12/2/2020 8,900 — 8,900 0.00006 148,333,333 Power Up 12/4/2020 7,100 700 7,800 0.00006 130,000,000 Power Up 12/7/2020 3,840 211 4,052 0.00004 101,297,500 GPL Ventures 12/8/2020 8,500 — 8,500 0.00007 146,153,846 BHP Capital 12/17/2020 9,500 61 9,561 0.00007 162,475,214 BHP Capital 12/22/2020 10,200 — 10,200 0.00006 170,000,000 Power Up 12/24/2020 10,400 — 10,400 0.00006 173,333,333 Power Up 12/29/2020 7,925 2,375 10,300 0.00006 196,361,455 BHP Capital 12/30/2020 9,300 — 9,300 0.00006 155,000,000 Power Up Total conversions 944,227 61,437 1,005,664 3,674,337,087 Loss on conversion — — 41,116 Conversion fees — — 30,935 $ 944,227 $ 61,437 $ 1,077,715 3,674,337,087 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Leases Tables Abstract | |
Schedule of ROU assets and lease liabilities related to our operating leases | Financing lease assets and liabilities related to our operating leases are as follows: December 31, 2020 Financing lease assets $ 31,178 Current financing lease liabilities 3,988 Non-current financing lease liabilities 27,190 |
Schedule of Supplemental cash flow information and non-cash activity related to our operating leases | Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Year ended December 31, 2020 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities — Non-cash activity: Financing lease assets obtained in exchange for lease obligations $ 31,178 |
Schedule of Future minimum lease payments | The following is a schedule, by years, of future minimum lease payments required under the finance leases: Years Ending December 31, Finance Leases 2021 $ 5,806 2022 6,334 2023 6,334 2024 6,334 2025 6,334 Thereafter 6,862 Total 38,003 Less imputed Interest 6,825 Total liability $ 31,178 |
Schedule of information related to leases | Other information related to leases is as follows: Lease Type Weighted Average Remaining Weighted Average Interest Rate Finance Leases 6 years 7% |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liability activity | The following table represents the Company’s derivative liability activity for the embedded conversion features for the year ended December 31, 2020: Notes Warrants Stock Payable Total Balance, beginning of period $ 1,631,390 $ 3,804 $ 1,533,605 $ 3,168,799 Initial recognition of derivative liability 35,173,887 — — 35,173,887 Derivative settlements (4,976,556 ) — — (4,976,556 ) Loss (gain) on derivative liability valuation (27,895,246 ) 23,539 2,502,571 (25,369,136 ) Balance, end of period $ 3,933,475 $ 27,343 $ 4,036,176 $ 7,996,994 Convertible Notes The fair value at the commitment date for the convertible notes and the revaluation dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2020: Valuation date Expected dividends 0% Expected volatility 249.88%-775.47% Expected term .09 - 1 year Risk free interest .07%-.13% Warrants Valuation date Expected dividends 0% Expected volatility 491.11%-519.32% Expected term 3.01 – 3.77 years Risk free interest 0.17% Stock Payable Valuation date Expected dividends 0% Expected volatility 758.23% Expected term 1 year Risk free interest 0.10% |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Income Taxes Tables Abstract | |
Schedule of Deferred Tax Assets | The deferred tax asset and the valuation allowance consist of the following at December 31, 2020: December 31, 2020 Net operating loss $ 2,972,563 Statutory rate 21 % Expected tax recovery 624,238 Change in valuation allowance (624,238 ) Income tax provision $ — Components of deferred tax asset: Non-capital tax loss carry-forwards 624,238 Less: valuation allowance (624,238 ) Net deferred tax asset $ — |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - Board of Directors Chairman [Member] | Mar. 09, 2017USD ($) |
Common stock value issued | $ 6,250,000 |
Restricted common stock, value | $ 5,000,000 |
Restricted common stock, description | Restricted Common Stock 90 days from the date of this agreement and $1,250,000 of Preferred Series-A Shares of the Company's Preferred Stock (the "Acquisition"). |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Measurements, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Liability | $ 7,996,994 | $ 3,168,799 |
Total Financial Liabilities | $ 7,996,994 | $ 3,168,799 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Standard Office Lease [Member] | |||
Total Shareholders' Equity deficit | $ 21,696,643 | $ 17,036,827 | $ 17,563,334 |
Working Capital Deficit | $ 9,433,709 |
ACCURED EXPENSES (Details)
ACCURED EXPENSES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued expenses | ||
Credit cards | $ 407 | $ 8,282 |
Customer deposits | 18,307 | 18,307 |
Employee liabilities | 7,612 | 7,612 |
Sales tax payable | 90 | 1,416 |
Short-term loan | 3,000 | 3,000 |
Total accrued expenses | 29,416 | 38,617 |
Accrued interest | ||
Interest on notes payable | 44,855 | 111,326 |
Interest on promissory notes | 5,826 | |
Interest on accrued wages | 97,552 | 263,113 |
Total accrued interest | 148,233 | 374,439 |
Accrued wages | $ 321,530 | $ 1,184,455 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Short-term Debt [Line Items] | |||
Notes payable, gross | $ 369,767 | $ 1,101,330 | |
Debt discount | (136,829) | (394,795) | |
Notes payable, net of discount | $ 232,938 | 706,535 | |
Armada Investment #2 | |||
Short-term Debt [Line Items] | |||
Original Note Date | May 30, 2019 | ||
Due Date | Feb. 29, 2020 | ||
Interest Rate | 18.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 27,500 | ||
Armada Investment #3 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Jul. 22, 2019 | ||
Due Date | Jul. 22, 2020 | ||
Interest Rate | 8.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 37,950 | ||
Armada Investment #4 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Dec. 6, 2019 | ||
Due Date | Dec. 6, 2020 | ||
Interest Rate | 8.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 18,150 | ||
BHP Capital NY #3 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Mar. 26, 2019 | ||
Due Date | Mar. 26, 2020 | ||
Interest Rate | 24.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 28,600 | ||
BHP Capital NY #4 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Apr. 9, 2019 | ||
Due Date | Jan. 9, 2020 | ||
Interest Rate | 18.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 46,000 | ||
BHP Capital NY #6 | |||
Short-term Debt [Line Items] | |||
Original Note Date | [1] | May 30, 2019 | |
Due Date | [1] | Feb. 29, 2020 | |
Interest Rate | [1] | 18.00% | |
Conversion Rate | [1] | Variable | |
Notes payable, gross | [1] | $ 27,500 | 27,500 |
BHP Capital NY #7 | |||
Short-term Debt [Line Items] | |||
Original Note Date | [1] | Jul. 22, 2019 | |
Due Date | [1] | Jul. 22, 2020 | |
Interest Rate | [1] | 8.00% | |
Conversion Rate | [1] | Variable | |
Notes payable, gross | [1] | $ 37,950 | 37,950 |
BHP Capital NY #8 | |||
Short-term Debt [Line Items] | |||
Original Note Date | [1] | Aug. 7, 2019 | |
Due Date | [1] | Aug. 7, 2020 | |
Interest Rate | [1] | 8.00% | |
Conversion Rate | [1] | Variable | |
Notes payable, gross | [1] | 33,000 | |
BHP Capital NY #9 | |||
Short-term Debt [Line Items] | |||
Original Note Date | [1] | Dec. 20, 2019 | |
Due Date | [1] | Dec. 20, 2020 | |
Interest Rate | [1] | 12.00% | |
Conversion Rate | [1] | Variable | |
Notes payable, gross | [1] | $ 11,075 | 19,000 |
Blackbridge Capital #2 | |||
Short-term Debt [Line Items] | |||
Original Note Date | [1] | May 3, 2016 | |
Due Date | [1] | May 3, 2017 | |
Interest Rate | [1] | 5.00% | |
Conversion Rate | [1] | Variable | |
Notes payable, gross | [1] | 80,400 | |
Coventry #3 | |||
Short-term Debt [Line Items] | |||
Original Note Date | May 31, 2019 | ||
Due Date | May 31, 2020 | ||
Interest Rate | 24.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 38,691 | ||
Emunah Funding #4 | |||
Short-term Debt [Line Items] | |||
Original Note Date | [1] | Oct. 20, 2018 | |
Due Date | [1] | Jul. 20, 2019 | |
Interest Rate | [1] | 24.00% | |
Conversion Rate | [1] | Variable | |
Notes payable, gross | [1] | $ 2,990 | 2,990 |
Emunah Funding #8 | |||
Short-term Debt [Line Items] | |||
Original Note Date | [1] | Jan. 31, 2019 | |
Due Date | [1] | Jan. 31, 2020 | |
Interest Rate | [1] | 24.00% | |
Conversion Rate | [1] | Variable | |
Notes payable, gross | [1] | $ 33,652 | 33,652 |
Fourth Man #2 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Oct. 26, 2018 | ||
Due Date | Jul. 20, 2019 | ||
Interest Rate | 24.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 8,257 | ||
Fourth Man #4 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Apr. 23, 2019 | ||
Due Date | Apr. 23, 2020 | ||
Interest Rate | 10.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 16,865 | ||
Fourth Man #5 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Jul. 22, 2019 | ||
Due Date | Jul. 22, 2020 | ||
Interest Rate | 8.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 37,950 | ||
Fourth Man #6 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Aug. 12, 2019 | ||
Due Date | Aug. 12, 2020 | ||
Interest Rate | 8.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 17,600 | ||
Fourth Man #7 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Oct. 9, 2019 | ||
Due Date | Oct. 8, 2020 | ||
Interest Rate | 8.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 27,500 | ||
Fourth Man #8 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Dec. 10, 2019 | ||
Due Date | Sep. 10, 2020 | ||
Interest Rate | 12.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 16,500 | ||
Fourth Man #9 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Aug. 3, 2020 | ||
Due Date | Aug. 3, 2021 | ||
Interest Rate | 8.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | $ 27,500 | ||
Fourth Man #10 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Dec. 15, 2020 | ||
Due Date | Dec. 15, 2021 | ||
Interest Rate | 8.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | $ 33,000 | ||
James Powell [Member] | |||
Short-term Debt [Line Items] | |||
Original Note Date | Sep. 7, 2015 | ||
Interest Rate | 8.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 150,875 | ||
Jefferson St Capital #2 | |||
Short-term Debt [Line Items] | |||
Original Note Date | [1] | Mar. 5, 2019 | |
Due Date | [1] | Oct. 18, 2019 | |
Interest Rate | [1] | 0.00% | |
Conversion Rate | [1] | Variable | |
Notes payable, gross | [1] | $ 5,000 | 5,000 |
Jefferson St Capital #3 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Apr. 9, 2019 | ||
Due Date | Jan. 9, 2020 | ||
Interest Rate | 8.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 44,400 | ||
Jefferson St Capital #5 | |||
Short-term Debt [Line Items] | |||
Original Note Date | May 30, 2019 | ||
Due Date | Feb. 29, 2020 | ||
Interest Rate | 18.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 27,500 | ||
Jefferson St Capital #6 | |||
Short-term Debt [Line Items] | |||
Original Note Date | [1] | Jun. 21, 2019 | |
Due Date | [1] | Mar. 21, 2020 | |
Interest Rate | [1] | 18.00% | |
Conversion Rate | [1] | Variable | |
Notes payable, gross | [1] | $ 27,500 | 27,500 |
Jefferson St Capital #7 | |||
Short-term Debt [Line Items] | |||
Original Note Date | [1] | Aug. 20, 2019 | |
Due Date | [1] | May 20, 2020 | |
Interest Rate | [1] | 18.00% | |
Conversion Rate | [1] | Variable | |
Notes payable, gross | [1] | $ 38,500 | 38,500 |
Jefferson St Capital #8 | |||
Short-term Debt [Line Items] | |||
Original Note Date | [1] | Dec. 20, 2019 | |
Due Date | [1] | Dec. 20, 2020 | |
Interest Rate | [1] | 12.00% | |
Conversion Rate | [1] | Variable | |
Notes payable, gross | [1] | $ 19,000 | $ 19,000 |
Optempus Invest #1 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Sep. 4, 2019 | ||
Due Date | Apr. 4, 2020 | ||
Interest Rate | 6.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | $ 25,000 | ||
Optempus Invest #2 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Sep. 13, 2019 | ||
Due Date | Apr. 13, 2020 | ||
Interest Rate | 6.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 20,000 | ||
Optempus Invest #3 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Oct. 15, 2019 | ||
Due Date | Jun. 15, 2020 | ||
Interest Rate | 6.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 25,000 | ||
Optempus Invest #4 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Nov. 2, 2020 | ||
Due Date | Nov. 2, 2021 | ||
Interest Rate | 10.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | $ 20,000 | ||
Optempus Invest #5 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Nov. 5, 2020 | ||
Due Date | Nov. 5, 2021 | ||
Interest Rate | 10.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | $ 20,000 | ||
Optempus Invest #6 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Dec. 31, 2020 | ||
Due Date | Dec. 31, 2021 | ||
Interest Rate | 6.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | $ 20,000 | ||
Power Up Lending #1 | |||
Short-term Debt [Line Items] | |||
Original Note Date | [1] | Mar. 14, 2019 | |
Due Date | [1] | Mar. 14, 2020 | |
Interest Rate | [1] | 22.00% | |
Conversion Rate | [1] | Variable | |
Notes payable, gross | [1] | 6,500 | |
Power Up Lending #2 | |||
Short-term Debt [Line Items] | |||
Original Note Date | May 13, 2019 | ||
Due Date | May 13, 2020 | ||
Interest Rate | 10.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 103,000 | ||
Power Up Lending #3 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Jun. 20, 2019 | ||
Due Date | Jun. 20, 2020 | ||
Interest Rate | 10.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | 53,000 | ||
Power Up Lending #4 | |||
Short-term Debt [Line Items] | |||
Original Note Date | May 18, 2020 | ||
Due Date | May 18, 2021 | ||
Interest Rate | 10.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | |||
Power Up Lending #5 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Jun. 15, 2020 | ||
Due Date | Jun. 15, 2021 | ||
Interest Rate | 10.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | $ 13,100 | ||
Power Up Lending #6 | |||
Short-term Debt [Line Items] | |||
Original Note Date | Jun. 24, 2020 | ||
Due Date | Jun. 24, 2021 | ||
Interest Rate | 10.00% | ||
Conversion Rate | Variable | ||
Notes payable, gross | $ 33,000 | ||
[1] | As of December 31, 2020, the balance of notes payable that are in default is $203,167. |
LEASES (Details)
LEASES (Details) | Dec. 31, 2020USD ($) |
Disclosure Leases Details Abstract | |
Right-of-use asset | $ 31,178 |
Current lease liabilities | 3,988 |
Non-current lease liabilities | $ 27,190 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Leases Details 2Abstract | ||
Right-of-use assets obtained in exchange for lease obligations | $ 31,178 | $ 77,700 |
LEASES (Details 3)
LEASES (Details 3) | Dec. 31, 2020USD ($) |
Disclosure Leases Details 3Abstract | |
2021 | $ 5,806 |
2022 | 6,334 |
2023 | 6,334 |
2024 | 6,334 |
2025 | 6,334 |
Thereafter | 6,862 |
Total | 38,003 |
Imputed Interest | 6,825 |
Total liability | $ 31,178 |
LEASES (Details 4)
LEASES (Details 4) | Dec. 31, 2020 |
Disclosure Leases Details 4Abstract | |
Weighted Average Remaining Term | 6 years |
Weighted Average Interest Rate | 7.00% |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Loans Payable | ||
Long Term Promissory Note Payable | $ 14,500 | $ 61,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Balance, beginning of period | $ 3,168,799 |
Initial recognition of derivative liability | 35,173,887 |
Reduction for debt settlement | (4,976,556) |
Loss on derivative liability valuation | (25,369,136) |
Balance, end of period | 7,996,994 |
Warrant [Member] | |
Balance, beginning of period | 3,804 |
Initial recognition of derivative liability | |
Reduction for debt settlement | |
Loss on derivative liability valuation | 23,539 |
Balance, end of period | 27,343 |
Stock Payable [Member] | |
Balance, beginning of period | 1,533,605 |
Initial recognition of derivative liability | |
Reduction for debt settlement | |
Loss on derivative liability valuation | 2,502,571 |
Balance, end of period | 4,036,176 |
Convertible Notes [Member] | |
Balance, beginning of period | 1,631,390 |
Initial recognition of derivative liability | 35,173,887 |
Reduction for debt settlement | (4,976,556) |
Loss on derivative liability valuation | (27,895,246) |
Balance, end of period | $ 3,933,475 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 2) - Valuation Date [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Warrant [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair value of derivatives, expected dividend rate | 0.00% |
Fair value of derivatives, risk free interest rate | 0.17% |
Stock Payable [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair value of derivatives, expected dividend rate | 0.00% |
Fair value of derivatives, expected stock volatility | 758.23% |
Fair value of derivatives, term | 1 year |
Fair value of derivatives, risk free interest rate | 0.10% |
Minimum [Member] | Warrant [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair value of derivatives, expected stock volatility | 491.11% |
Fair value of derivatives, term | 3 years 4 days |
Maximum [Member] | Warrant [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair value of derivatives, expected stock volatility | 519.32% |
Fair value of derivatives, term | 3 years 9 months 7 days |
Convertible Notes [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair value of derivatives, expected dividend rate | 0.00% |
Convertible Notes [Member] | Minimum [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair value of derivatives, expected stock volatility | 249.88% |
Fair value of derivatives, term | 1 month 2 days |
Fair value of derivatives, risk free interest rate | 0.07% |
Convertible Notes [Member] | Maximum [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair value of derivatives, expected stock volatility | 775.47% |
Fair value of derivatives, term | 1 year |
Fair value of derivatives, risk free interest rate | 0.13% |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 13, 2019 | Nov. 09, 2019 | Oct. 26, 2019 | Jan. 25, 2012 |
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred stock par value, per share | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 6,235,757 | 5,985,248 | ||||
Series A Preferred Stock [Member] | Donna Murtaugh [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock par value, per share | $ 1.79 | |||||
Preferred stock, shares issued | 488,827 | |||||
Series A Preferred Stock [Member] | Richard Hylen [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued | 3,489,510 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred stock par value, per share | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 500 | 500 | ||||
Series B Preferred Stock [Member] | Mike Schatz [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued | 250 | |||||
Series B Preferred Stock [Member] | Robert Stillwaugh [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued | 250 | |||||
Series B Preferred Stock [Member] | Richard Hylen [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued | 500 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 13, 2019 | |
Common stock, shares authorized | [1] | 5,000,000,000 | 5,000,000,000 | |
Common stock, par value | [1] | $ 0.00001 | $ 0.00001 | |
Common stock, shares issued | [1] | 4,896,736,884 | 4,524,351 | |
Common stock, shares outstanding | [1] | 4,896,736,884 | 4,524,351 | |
Common stock, value | $ 48,967 | $ 45 | ||
Common Stock | Richard Hylen [Member] | ||||
Common stock, par value | $ .019 | |||
Common stock, shares issued | 102,368,421 | |||
Common stock, value | $ 4,298,450 | |||
[1] | All common share amounts and per share amounts in the financial statements reflect the one-for-one thousand reverse stock split that was made effective on December 18, 2019. See Note 12. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryforward | $ 2,972,563 | |
Statutory rate | 21.00% | |
Expected tax recovery | $ 624,238 | |
Change in valuation allowance | (624,238) | |
Income tax provision | ||
Components of deferred tax asset: | ||
Non capital tax loss carry-forwards | 624,238 | |
Less: valuation allowance | (624,238) | |
Net deferred tax asset |