Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 11, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | DIGITAL LOCATIONS, INC. | |
Entity Central Index Key | 0001407878 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 733,766,705 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-54817 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 20-5451302 | |
Entity Address Address Line 1 | 1117 State Street | |
Entity Address City Or Town | Santa Barbara | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 93101 | |
City Area Code | 805 | |
Local Phone Number | 456-7000 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 22,901 | $ 31,113 |
Total current assets | 22,901 | 31,113 |
Other assets: | ||
Deposits | 500 | 500 |
Intangible assets, net | 5,500 | 6,000 |
Total assets | 28,901 | 37,613 |
Current liabilities: | ||
Accounts payable | 122,055 | 113,187 |
Accounts payable - related party | 10,000 | 10,000 |
Accrued expenses and other current liabilities | 3,223 | 3,729 |
Accrued interest, notes payable | 53,616 | 53,212 |
Derivative liabilities | 0 | 1,233,679 |
Convertible note payable, in default | 29,500 | 29,500 |
Convertible notes payable - related parties ($25,980 in default) | 58,600 | 58,600 |
Convertible notes payable, net of discount of $0 and $22,834, at March 31, 2023 and December 31, 2022, respectively | 0 | 15,916 |
Total current liabilities | 276,994 | 1,517,823 |
Long-term liabilities - convertible notes payable, net of discount of $551,479 and $600,767, at March 31, 2023 and December 31, 2022, respectively | 448,521 | 399,233 |
Total liabilities | 725,515 | 1,917,056 |
Stockholders' deficit: | ||
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 733,766,705 and 604,150,321 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 733,767 | 604,150 |
Additional paid-in capital | 42,884,417 | 42,196,857 |
Accumulated deficit | (49,970,898) | (50,164,550) |
Total stockholders' deficit | (6,352,714) | (7,363,543) |
Total liabilities, mezzanine and stockholders' deficit | 28,901 | 37,613 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | 1,424,100 | 1,424,100 |
Series E Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | $ 4,232,000 | $ 4,060,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Convertible Notes Payable - Related Parties - In Default | $ 25,980 | $ 25,980 |
Convertible Notes Payable, Net Of Discount | 0 | 22,834 |
Long-term Liabilities - Convertible Notes Payable, Net Of Discount | $ 551,479 | $ 600,767 |
Common Stock, Shares Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares Issued | 733,766,705 | 604,150,321 |
Common Stock, Shares Outstanding | 733,766,705 | 604,150,321 |
Preferred Stock, Shares Par Value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 100 | $ 100 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock Shares Issued | 14,241 | 14,241 |
Preferred Stock Shares Outstanding | 14,241 | 14,241 |
Series E Preferred Stock [Member] | ||
Preferred Stock Shares Issued | 42,320 | 40,600 |
Preferred Stock Shares Outstanding | 42,320 | 40,600 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Condensed Consolidated Statements of Operations (Unaudited) | ||
Revenues | $ 4,972 | $ 5,854 |
Operating expenses: | ||
General and administrative | 937,860 | 936,091 |
Depreciation and amortization | 500 | 500 |
Total operating expenses | 938,360 | 936,591 |
Loss from operations | (933,388) | (930,737) |
Other income (expense): | ||
Interest expense | (75,881) | (150,794) |
Gain on change in derivative liabilities | 1,202,921 | 1,453,533 |
Total other income (expense) | 1,127,040 | 1,302,739 |
Income before income taxes | 193,652 | 372,002 |
Provision for income taxes | 0 | 0 |
Net income | $ 193,652 | $ 372,002 |
Weighted average number of common shares outstanding: | ||
Basic | 631,933,083 | 302,215,155 |
Diluted | 4,550,396,166 | 3,852,471,062 |
Net income per common share: | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders Deficit (Unaudited) - USD ($) | Total | Series E, Preferred Stocks [Member] | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Series B Preferred Stock [Member] |
Balance, shares at Dec. 31, 2021 | 35,400 | 276,383,093 | 14,462 | |||
Balance, amount at Dec. 31, 2021 | $ (11,444,945) | $ 3,540,000 | $ 276,383 | $ 39,412,236 | $ (51,133,564) | $ 1,446,200 |
Issuance of common stock for conversion of Series B preferred stock, shares | 221 | 14,733,333 | (221) | |||
Issuance of common stock for conversion of Series B preferred stock, amount | $ 22,100 | 0 | $ 14,734 | 7,366 | 0 | $ (22,100) |
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 32,941,380 | |||||
Issuance of common stock for conversion of notes payable and accrued interest payable, amount | 92,750 | 0 | $ 32,941 | 59,809 | 0 | 0 |
Issuance of common stock for services, shares | 4,000,000 | |||||
Issuance of common stock for services, amount | 20,000 | $ 0 | $ 4,000 | 16,000 | 0 | 0 |
Issuance of Series E preferred stock for cash, shares | 1,200 | |||||
Issuance of Series E preferred stock for cash, amount | 0 | $ 120,000 | 0 | 0 | 0 | 0 |
Issuance of consultant stock options | (545,462) | 0 | 0 | (545,462) | 0 | 0 |
Vesting of consultant stock options | 736,915 | 0 | 0 | 736,915 | 0 | 0 |
Settlement of derivative liabilities | 66,341 | 0 | 0 | 66,341 | 0 | 0 |
Net income | 372,002 | $ 0 | $ 0 | 0 | 372,002 | $ 0 |
Balance, shares at Mar. 31, 2022 | 36,600 | 328,057,806 | 14,241 | |||
Balance, amount at Mar. 31, 2022 | (10,680,299) | $ 3,660,000 | $ 328,058 | 39,753,205 | (50,761,562) | $ 1,424,100 |
Balance, shares at Dec. 31, 2022 | 40,600 | 604,150,321 | 14,421 | |||
Balance, amount at Dec. 31, 2022 | $ (7,363,543) | $ 4,060,000 | $ 604,150 | 42,196,857 | (50,164,550) | $ 1,424,100 |
Issuance of common stock for conversion of Series B preferred stock, shares | 0 | |||||
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 129,616,384 | |||||
Issuance of common stock for conversion of notes payable and accrued interest payable, amount | $ 40,971 | $ 0 | $ 129,617 | (88,646) | 0 | 0 |
Issuance of Series E preferred stock for cash, shares | 1,720 | |||||
Issuance of Series E preferred stock for cash, amount | 0 | $ 172,000 | 0 | 0 | 0 | 0 |
Vesting of consultant stock options | 745,448 | 0 | 0 | 745,448 | 0 | 0 |
Settlement of derivative liabilities | 30,758 | 0 | 0 | 30,758 | 0 | 0 |
Net income | 193,652 | $ 0 | $ 0 | 0 | 193,652 | $ 0 |
Balance, shares at Mar. 31, 2023 | 42,320 | 733,766,705 | 14,241 | |||
Balance, amount at Mar. 31, 2023 | $ (6,352,714) | $ 4,232,000 | $ 733,767 | $ 42,884,417 | $ (49,970,898) | $ 1,424,100 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 193,652 | $ 372,002 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 500 | 500 |
Amortization of debt discount to interest expense | 72,122 | 141,121 |
Gain on change in derivative liabilities | (1,202,921) | (1,453,533) |
Common stock issued for services | 0 | 20,000 |
Stock option compensation | 745,448 | 736,915 |
Changes in assets and liabilities: Increase (decrease) in: | ||
Accounts payable | 8,868 | 13,165 |
Accounts payable - related party | 0 | (10,000) |
Accrued expenses | (506) | (360) |
Accrued interest, notes payable | 2,625 | 9,234 |
Net cash used in operating activities | (180,212) | (170,956) |
Cash flows from investing activities: | ||
Increase in deposits | 0 | (500) |
Net cash used in investing activities | 0 | (500) |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable | 0 | 75,000 |
Proceeds from the issuance of Series E preferred stock | 172,000 | 120,000 |
Repayment of convertible notes payable | 0 | (20,000) |
Net cash provided by financing activities | 172,000 | 175,000 |
Net increase (decrease) in cash | (8,212) | 3,544 |
Cash, beginning of period | 31,113 | 68,366 |
Cash, end of period | 22,901 | 71,910 |
Supplemental Disclosure: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 439 |
Non-cash financing and investing activities: | ||
Common shares issued in conversion of debt | 40,971 | 92,750 |
Settlement of derivative liabilities | 30,758 | 66,341 |
Debt discount for derivative liabilities | 0 | 613,247 |
Common shares issued in conversion of Series B preferred stock | 0 | 22,100 |
Derivative liability for consultant stock options | $ 0 | $ 545,462 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
ORGANIZATION AND BASIS OF PRESENTATION | |
ORGANIZATION AND BASIS OF PRESENTATION | 1. ORGANIZATION AND BASIS OF PRESENTATION Organization Digital Locations, Inc. (the “Company”) was incorporated in the State of Nevada on August 25, 2006 as Zingerang, Inc. On April 2, 2007, the Company changed its name to Carbon Sciences, Inc. and on November 14, 2017, the Company changed its name to Digital Locations, Inc. On January 7, 2021, the Company, SmallCellSite.com LLC, a Virginia limited liability company (“SCS LLC”) and SmallCellSite, Inc., a newly formed Nevada corporation and wholly owned subsidiary of the Company (“SCS”) entered into an asset purchase agreement (“APA”) to acquire SCS LLC’s wireless communications marketing and database services business. SCS LLC is a source of more than 80,000 cell sites offered by property owners for use by wireless network operators. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information refer to the financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2022. Going Concern The accompanying financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. As of March 31, 2023, our current liabilities exceeded our current and total assets by $254,093 and we had an accumulated deficit of $49,970,898. The Company currently does not have the cash resources to meet its operating commitments for the next twelve months and expects to have ongoing requirements for capital investment or debt to implement its business plan. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern for a reasonable period of time. The ability of the Company to continue as a going concern is dependent upon, among other things, raising additional capital. The Company has obtained operating funds primarily from the issuance of convertible debt. Management believes this funding will continue and will provide the additional cash needed to meet the Company’s obligations as they become due. There can be no assurance, however, that the Company will be successful in accomplishing its objectives. Without such additional capital we may be required to cease operations. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies of the Company are disclosed in Note 2 to the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 2023. The following summary of significant accounting policies of the Company is presented to assist in understanding the Company’s interim financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, operating lease obligations, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates. Consolidation The accompanying consolidated financial statements include the accounts of the Company and of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Intangible Assets The identifiable intangible assets acquired in the SCS acquisition are amortized using the straight-line method over an estimated life of 5 years. Derivative Liabilities We have identified the conversion features of our convertible notes payable and certain stock options as derivatives. Where the number of common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional options, convertible debt and equity are included in the value of the derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model and a multinomial lattice model based on projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. During the three months ended March 31, 2023, all convertible notes payable that created a tainted equity environment were extinguished; therefore, all derivative liabilities were eliminated in the consolidated financial statements. Fair Value of Financial Instruments Disclosures about fair value of financial instruments, require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2023 and December 31, 2022, we believe the amounts reported for cash, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest, notes payable and certain notes payable approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASC”) Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2023, we had no liabilities measured at fair value. Liabilities measured at fair value on a recurring basis as of December 31, 2022: Total Level 1 Level 2 Level 3 December 31, 2022: Derivative liabilities $ 1,233,679 $ - $ - $ 1,233,679 Total liabilities measured at fair value $ 1,233,679 $ - $ - $ 1,233,679 During the three months ended March 31, 2023, the Company had the following activity in its derivative liabilities account: Convertible Notes Payable Stock Options Total Derivative liabilities as of December 31, 2022 $ 740,157 $ 493,522 $ 1,233,679 Addition to liabilities for new debt/shares issued - - - Elimination of liabilities in debt conversions (30,758 ) - (30,758 ) Change in fair value (709,399 ) (493,522 ) (1,202,921 ) Derivative liabilities as of March 31, 2023 $ - $ - $ - Revenue Recognition We have adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) pursuant to which 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. Through its wholly owned subsidiary, the Company acts as an intermediary or agent to facilitate a platform through which property owners market billboards to wireless telephone carriers for placement of wireless communications network equipment. Contracts have been signed among the Company, the property owner, and the wireless telephone operator. Monthly payments are received by the Company from the wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70% to 85%. The net amount is retained by the Company as consideration for its intermediary services and recorded as revenues in the accompanying statements of operations. Lease Accounting Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by the cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC 840 and 841, “Leases,” the Company records revenues net of amounts received from cell phone carriers and payments made to property owners. Concentrations of Credit Risk, Major Customers, and Major Vendors During the three months ended March 31, 2023 and 2022, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments. During the three months ended March 31, 2023 and 2022, the Company had one landlord receiving all Company payments for lease of billboard site locations. Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options to acquire common stock, using the treasury stock method and the average market price per share during the period, and shares issuable upon exercise of convertible notes payable. Basic weighted average number of common shares outstanding is reconciled to diluted weighted average number of common shares outstanding as follows: Three Months Ended March 31, 2023 2022 Basic weighted average number of shares 631,933,083 302,315,155 Dilutive effect of: Series B preferred stock 949,400,000 949,400,000 Series E preferred stock 2,821,333,333 2,440,000,000 Convertible notes payable 147,729,750 160,755,907 Diluted weighted average number of shares 4,550,396,166 3,852,471,062 Stock-Based Compensation Stock-based compensation is measured at the grant date based on the value of the award granted using either the Black-Scholes option pricing model or a multinomial lattice model based on projections of various potential future outcomes and recognized over the period in which the award vests or straight-line. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses. Recently Issued Accounting Pronouncements There were no new accounting pronouncements issued by the FASB during the three months ended March 31, 2023 and through the date of filing of this report that the Company believes will have a material impact on its financial statements. Reclassifications Certain amounts in the condensed consolidated financial statements for the prior year periods have been reclassified to conform to the presentation for the current year periods. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
CONVERTIBLE NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE | 3. CONVERTIBLE NOTES PAYABLE Convertible Promissory Note – $29,500 in Default On March 14, 2013, we entered into an agreement to issue a 5% convertible promissory note in the principal amount of $29,500, which is convertible into shares of our common stock at a conversion price equal to the lesser of $1.50 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The note, with a principal balance of $29,500 as of March 31, 2023 and December 31, 2022, matured on March 14, 2015, and is currently in default. Convertible Promissory Notes – Related Parties of $58,600 On December 31, 2012, we issued 5% convertible promissory notes to two employees in exchange for services rendered in the aggregate amount of $58,600. The notes are convertible into shares of our common stock at a conversion price equal to the lesser of $2.00 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. We recorded a total debt discount of $57,050 related to the conversion feature of the notes, which has been fully amortized to interest expense, along with a derivative liability at inception. One of the notes with a principal balance of $25,980 as of March 31, 2023 and December 31, 2022 matured on December 31, 2014 and is currently in default. The maturity date of a second note with a principal balance of $32,620 as of March 31, 2023 and December 31, 2022 has been extended to December 31, 2023. August 24, 2022 Convertible Promissory Note - $38,750 Effective August 24, 2022, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $38,750 with a maturity date of August 24, 2023. The Company received net proceeds of $35,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $35,316 related to the conversion feature of the note, along with a derivative liability at inception. During the three months ended March 31, 2023, we issued the lender shares of our common stock in consideration for the conversion of principal of $38,750 and accrued interest of $2,221, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note. Total accrued interest payable on notes payable was $53,616 and $53,212 as of March 31, 2023 and December 31, 2022, respectively. |
LONG TERM CONVERTIBLE NOTES PAY
LONG TERM CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
LONG TERM CONVERTIBLE NOTES PAYABLE | |
LONG-TERM CONVERTIBLE NOTES PAYABLE | 4. LONG-TERM CONVERTIBLE NOTES PAYABLE On January 7, 2021, the Company issued two long-term convertible notes payable, each in the principal amount of $500,000, in conjunction with the business acquisition of SCS. The notes bear interest at an annual rate of 0.39% and mature January 7, 2026. The notes were discounted to a principal balance of $0 and a debt discount of $1,000,000 was recorded at inception. Amortization of the discount to interest expense was $49,288 during the three months ended March 31, 2023, resulting in a debt discount of $551,479 as of March 31, 2023. At any time after December 31, 2021, each month, each holder of the Assigned Notes may convert the principal amount of the Assigned Note into a number of shares of the Company’s common stock not exceeding 5% of the total trade volume of the Company’s common stock publicly reported for the previous calendar month at a conversion price of $0.013 per share. Each Assigned Note also imposes an overall limitation on the number of conversions to common stock that the holder may affect such that it prohibits the holder from beneficially owning more than 4.99% of the total issued and outstanding common stock of the Company at any time that the Assigned Note is outstanding. |
MEZZANINE
MEZZANINE | 3 Months Ended |
Mar. 31, 2023 | |
MEZZANINE | |
MEZZANINE | 5. MEZZANINE Series B Preferred Stock On March 2, 2016, the Company filed a Certificate of Designation for its Series B Preferred Stock (the “Series B Certificate”) with the Secretary of State of Nevada designating 30,000 shares of its authorized preferred stock as Series B Preferred Stock. The shares of Series B Preferred Stock have a par value of $0.001 per share. The total face value of this entire series is three million dollars ($3,000,000). Each share of Series B Preferred Stock has a stated face value of $100, and effective April 2, 2021, is convertible into shares of fully paid and non-assessable shares of common stock of the Company at $0.0015 per share. The terms of the Series B Preferred Stock were amended effective March 31, 2021 to change the conversion price from a defined variable price to a fixed conversion price of $0.0015 per share. During the three months ended March 31, 2023, the holder did not convert any shares of Series B Preferred Stock into shares of the Company’s common stock. During the three months ended March 31, 2022, the holder converted a total of 221 shares of Series B Preferred Stock valued at $22,100 into 14,733,333 shares of the Company’s common stock. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the Series B Preferred Stock. As of March 31, 2023 and December 31, 2022, the Company had 14,241 shares of Series B Preferred Stock outstanding, and recorded as mezzanine at face value of $1,424,100 due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company. These shares were originally issued in March 2016 for the redemption and cancellation of $1,615,362 of convertible promissory notes and $264,530 of accrued interest payable. The holders of outstanding shares of the Series B Preferred Stock (the "Series B Holders") are entitled to receive dividends pari passu with the holders of Common Stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Series B Preferred Stock has a preference. Such dividends will be paid equally to all outstanding shares of Series B Preferred Stock and Common Stock, on an as-if-converted basis with respect to the Series B Preferred Stock. The Series B Holders may elect to use the most favorable conversion price for the purpose of determining the as-if-converted number of shares. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Series B Holder shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $100 for each such share of the Series B Preferred Stock (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, before any payment is made or any assets distributed to the holders of the Common Stock. After such payment, the remaining assets of the Company will be distributed to the holders of Common Stock. Series E Preferred Stock Effective April 2, 2021, the Company filed a Certificate of Designation with the State of Nevada designating 45,000 shares of its authorized preferred stock as Series E Preferred Stock. The shares of Series E Preferred Stock have a par value of $0.001 per share and a stated face value of $100 per share. Holders of the Series E Preferred Stock have the right, at any time, to convert shares of Series E Preferred Stock into shares of Common Stock at a conversion price of $0.0015 per share. On April 2, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”), pursuant to which the Investor agreed to purchase up to 45,000 shares of the Company’s Series E Preferred Stock (the “Series E Preferred Stock”) at a purchase price of $100 per share. In accordance with the SPA, the Investor paid for 34,900 Series E Preferred Stock by surrendering to the Company for cancellation, $2,617,690 of principal, $826,566 of accrued interest, and $45,740 in fees through April 2, 2021 under various 10% convertible notes held by Investor. As an inducement for the Investor entering into the SPA, the Company agreed that Investor will have the right, exercisable in its sole discretion, to purchase the remaining 10,100 of authorized shares of Series E Preferred Stock at a purchase price of $100 per share at any time until April 2, 2031. During the three months ended March 31, 2023, the Investor purchased a total of 1,720 shares of Series E Preferred Stock for cash of $172,000, the stated value of the shares. During the three months ended March 31, 2022, the Investor purchased a total of 1,200 shares of Series E Preferred Stock for cash of $120,000, the stated value of the shares. As of March 31, 2023 and December 31, 2022, the Company had 42,320 and 40,600 shares of Series E Preferred Stock outstanding, respectively, recorded as mezzanine at face value $4,232,000 and $4,060,000, respectively, due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company. The holders of outstanding Series E Preferred Stock are entitled to receive dividends pari passu with the holders of common stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Shares have a preference. Such dividends will be paid equally to all outstanding Series E Preferred Stock and common stock, on an as-if-converted basis with respect to the Series E Preferred Stock. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Shares shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $100 for each such share (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, after the payment of any distributions that may be required with respect to the Company’s Series B Preferred Stock, but before any payment is made or any assets distributed to the holders of common stock. After such payment, the remaining assets of the Company will be distributed to the holders of common stock. If the assets to be distributed to holders of the Series E Preferred Stock are insufficient to permit the receipt by such holders of the full preferential amounts, then all of such assets will be distributed among such holders ratably in accordance with the number of such shares then held by each such holder. Each share of Series E Preferred Stock is convertible into shares of fully paid and non-assessable shares of common stock of the Company at a fixed conversion price of $0.0015 per share. In no event will holders of Series E Preferred Stock be entitled to convert any such shares, such that upon conversion the sum of (1) the number of shares of common stock beneficially owned by the holder and its affiliates (other than shares of common stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Series E Preferred Stock or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to these limitations), and (2) the number of shares of common stock issuable upon the conversion of Shares, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock. The limitations on conversion may be waived by the Holder upon, at the election of the holder of Shares, not less than 61 days prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the holder of Shares, as may be specified in such notice of waiver). Except as required by law, holder of Series E Preferred Stock are not entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company, provided, however, each holder of outstanding Share will be entitled, on the same basis as holders of common stock, to receive notice of such action or meeting and so long as any Shares remain outstanding, the Company will not, without first obtaining the approval of the holders of at least a majority of the then outstanding Shares voting together as one class alter or change the rights, preferences or privileges of the Shares so as to affect materially and adversely such Shares. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2023 | |
CAPITAL STOCK | |
CAPITAL STOCK | 6. CAPITAL STOCK As of March 31, 2023, the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with a par value of $0.001 per share. The Company is also authorized to issue 20,000,000 shares of preferred stock, with a par value of $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. See Note 5. Common Stock As of March 31, 2023 and December 31, 2022, the Company had 733,766,705 and 604,150,321 shares of common stock issued and outstanding, respectively. During the three months ended March 31, 2023, the Company issued a total of 129,616,384 shares of common stock for the conversion of $38,750 of principal of convertible notes payable and accrued interest payable of $2,221. In connection with the convertible debt conversions, the Company reduced derivative liabilities by $30,750. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes. During the three months ended March 31, 2022, the Company issued a total of 51,674,713 shares of common stock: 32,941,380 shares in consideration for the conversion of $87,500 of principal of convertible notes payable and accrued interest payable of $5,250; 14,733,333 shares in the conversion of 221 shares of Series B preferred shares valued at $22,100 and 4,000,000shares for services valued at $20,000. In connection with the convertible debt conversions, the Company reduced derivative liabilities by $66,341. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes. |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2023 | |
STOCK OPTIONS | |
STOCK OPTIONS | 7. STOCK OPTIONS As of March 31, 2023, the Board of Directors of the Company granted non-qualified stock options exercisable for a total of 854,177,778 shares of common stock to its officers, directors, and consultants. The Company did not issue any stock options during the three months ended March 31, 2023. We recognized stock option compensation expense of $745,448 and $736,915 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, we had unrecognized stock option compensation expense totaling $3,456,718. A summary of the Company’s stock options and warrants as of March 31, 2023, and changes during the three months then ended is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 854,177,778 $ 0.011 7.35 Granted - $ - Exercised - $ - Forfeited or expired - $ - Outstanding as of March 31, 2023 854,177,778 $ 0.011 7.10 $ - Exercisable as of March 31, 2023 450,288,898 $ 0.013 6.33 $ - The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the closing price of our common stock of $0.0006 as of March 31, 2023, which would have been received by the holders of in-the-money options and warrants had the holders exercised their options and warrants as of that date. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
DERIVATIVE LIABILITIES | |
DERIVATIVE LIABILITIES | 8. DERIVATIVE LIABILITIES The fair value of the Company’s derivative liabilities is estimated at the issuance date and is revalued at each subsequent reporting date. We estimate the fair value of derivative liabilities associated with our convertible notes payable and stock options using a multinomial lattice model based on projections of various potential future outcomes. Where the number of stock options or common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional stock options, convertible debt and equity are included in the value of the derivatives. The calculation input assumptions are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liability will fluctuate from period to period, and the fluctuation may be material. During the three months ended March 31, 2023, all convertible notes payable that created a tainted equity environment were extinguished; therefore, all derivative liabilities were eliminated in the consolidated financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS Effective December 1, 2021, the Company’s Board of Directors appointed Rich Berliner as the Chief Executive Officer of the Company and a member of the Board of Directors. On that date, the Company entered into an Independent Contractor Agreement, pursuant to which Mr. Berliner will serve as the Chief Executive Officer of the Company for an initial term of six months subject to automatic renewal for six months unless terminated by the Company or Mr. Berliner. Mr. Berliner will receive base compensation of $20,000 per month, paid in equal installments twice each month. Mr. Berliner is eligible to receive severance equal to three months of base compensation. The Company accrued compensation expense to Mr. Berliner of $60,000 for each of the three months ended March 31, 2023 and 2022. Further, pursuant to the Independent Contractor Agreement, the Company granted to Mr. Berliner ten-year non-qualified stock options to acquire up to 504,000,000 shares of the Company’s common stock as compensation under the Independent Contractor Agreement. The options vest over a 36-month period with 84,000,000 options vesting at the end of month 6 and 14,000,000 options vesting in months 7 through the end of month 36. The options vest 100% upon a sale of the company, as defined in the option agreement. If Mr. Berliner’s service is terminated for cause (as defined in the option agreement), the options (whether vested or unvested) shall immediately terminate and cease to be exercisable. Pursuant to a written consulting agreement dated May 31, 2013 and amended effective November 1, 2016, William E. Beifuss, Jr., our President, Chief Executive Officer and Acting Chief Financial Officer is to receive fees of $10,000 per month. The Company accrued compensation expense to Mr. Beifuss of $30,000 for each of the three months ended March 31, 2023 and 2022. Fees payable to Mr. Beifuss of $10,000 are included in accounts payable – related party as of March 31, 2023 and December 31, 2022. On December 22, 2020, the Company issued non-qualified stock options to purchase up to a total of 205,000,000 shares of our common stock to four officers, directors, and consultants of the Company. The options vest 1/36th per month and are exercisable on a cash or cashless basis for a period of five years from the date of grant at an exercise price of $0.017 per share. Of these non-qualified stock options, Mr. Beifuss received 25,000,000 and Byron Elton, a member of the Board of Directors, received 5,000,000. On February 8, 2022, the Company issued non-qualified stock options to purchase up to a total of 75,000,000 shares of our common stock to Mr. Beifuss and 45,000,000 shares to a consultant. The options vest 1/36th per month and are exercisable on a cash or cashless basis for a period of ten years from the date of grant at an exercise price of $0.0081 per share. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits. Operating Lease As of March 31, 2023, we had no material operating leases requiring us to recognize an operating lease liability and corresponding right-of-use asset. Effective February 1, 2022, the Company entered into an operating lease agreement with a term of 12 months. The lease agreement required a $500 security deposit and monthly lease payments of $500. For the three months ended March 31, 2023 and 2022, the Company recognized total rental expense of $1,860 and $4,000, respectively. Consulting Agreements As further discussed in Note 9, we entered into an Independent Contractor Agreement with Rich Berliner, our Chief Executive Officer, for payment of monthly compensation of $20,000. The agreement has an initial term of six months, subject to automatic renewal for six months unless terminated by the Company or Mr. Berliner. We have a written consulting agreement, dated May 31, 2013 and amended effective November 1, 2016, with William E. Beifuss, Jr., our President and Acting Chief Financial Officer, for the payment of monthly compensation of $10,000 per month. The agreement may be cancelled by either party with 30 days’ notice. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following: Sale of Series E Preferred Stock On April 7, 2023, an investor purchased 600 additional shares of Series E Preferred Stock for cash of $60,000, the stated valued of the shares. On May 8, 2023, the investor purchased 600 additional shares of Series E Preferred Stock for cash of $60,000, the stated value of the shares. Stock Options On May 4, 2023, the Board of Directors of the Company granted to a consultant non-qualified stock options for a total of 50,000,000 common shares. The options are exercisable on a cash or cashless basis for a period of ten years from the date of grant at an exercise price of $0.0006 per share. The options vest 8,333,330 at the end of month 6 and 1,388,889 at the end of each month from the end of month 7 through the end of month 36. On May 4, 2023, the Board of Directors of the Company amended certain non-qualified stock options to reduce the exercise price to $0.0006 per share. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use Of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, operating lease obligations, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates. |
Consolidation | The accompanying consolidated financial statements include the accounts of the Company and of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Intangible Assets | The identifiable intangible assets acquired in the SCS acquisition are amortized using the straight-line method over an estimated life of 5 years. |
Derivative Liabilities | We have identified the conversion features of our convertible notes payable and certain stock options as derivatives. Where the number of common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional options, convertible debt and equity are included in the value of the derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model and a multinomial lattice model based on projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. During the three months ended March 31, 2023, all convertible notes payable that created a tainted equity environment were extinguished; therefore, all derivative liabilities were eliminated in the consolidated financial statements. |
Fair Value Of Financial Instruments | Disclosures about fair value of financial instruments, require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2023 and December 31, 2022, we believe the amounts reported for cash, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest, notes payable and certain notes payable approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASC”) Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2023, we had no liabilities measured at fair value. Liabilities measured at fair value on a recurring basis as of December 31, 2022: Total Level 1 Level 2 Level 3 December 31, 2022: Derivative liabilities $ 1,233,679 $ - $ - $ 1,233,679 Total liabilities measured at fair value $ 1,233,679 $ - $ - $ 1,233,679 During the three months ended March 31, 2023, the Company had the following activity in its derivative liabilities account: Convertible Notes Payable Stock Options Total Derivative liabilities as of December 31, 2022 $ 740,157 $ 493,522 $ 1,233,679 Addition to liabilities for new debt/shares issued - - - Elimination of liabilities in debt conversions (30,758 ) - (30,758 ) Change in fair value (709,399 ) (493,522 ) (1,202,921 ) Derivative liabilities as of March 31, 2023 $ - $ - $ - |
Revenue Recognition | We have adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) pursuant to which 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. Through its wholly owned subsidiary, the Company acts as an intermediary or agent to facilitate a platform through which property owners market billboards to wireless telephone carriers for placement of wireless communications network equipment. Contracts have been signed among the Company, the property owner, and the wireless telephone operator. Monthly payments are received by the Company from the wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70% to 85%. The net amount is retained by the Company as consideration for its intermediary services and recorded as revenues in the accompanying statements of operations. |
Lease Accounting | Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by the cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC 840 and 841, “Leases,” the Company records revenues net of amounts received from cell phone carriers and payments made to property owners. |
Concentrations Of Credit Risk, Major Customers, And Major Vendors | During the three months ended March 31, 2023 and 2022, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments. During the three months ended March 31, 2023 and 2022, the Company had one landlord receiving all Company payments for lease of billboard site locations. |
Income (Loss) Per Share | Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options to acquire common stock, using the treasury stock method and the average market price per share during the period, and shares issuable upon exercise of convertible notes payable. Basic weighted average number of common shares outstanding is reconciled to diluted weighted average number of common shares outstanding as follows: Three Months Ended March 31, 2023 2022 Basic weighted average number of shares 631,933,083 302,315,155 Dilutive effect of: Series B preferred stock 949,400,000 949,400,000 Series E preferred stock 2,821,333,333 2,440,000,000 Convertible notes payable 147,729,750 160,755,907 Diluted weighted average number of shares 4,550,396,166 3,852,471,062 |
Stock-based Compensation | Stock-based compensation is measured at the grant date based on the value of the award granted using either the Black-Scholes option pricing model or a multinomial lattice model based on projections of various potential future outcomes and recognized over the period in which the award vests or straight-line. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses. |
Recently Issued Accounting Pronouncements | There were no new accounting pronouncements issued by the FASB during the three months ended March 31, 2023 and through the date of filing of this report that the Company believes will have a material impact on its financial statements. |
Reclassifications | Certain amounts in the condensed consolidated financial statements for the prior year periods have been reclassified to conform to the presentation for the current year periods. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Fair Value Measurements, Liabilities, Recurring Basis | Total Level 1 Level 2 Level 3 December 31, 2022: Derivative liabilities $ 1,233,679 $ - $ - $ 1,233,679 Total liabilities measured at fair value $ 1,233,679 $ - $ - $ 1,233,679 |
Schedule Of Derivative Liabilities At Fair Value | Convertible Notes Payable Stock Options Total Derivative liabilities as of December 31, 2022 $ 740,157 $ 493,522 $ 1,233,679 Addition to liabilities for new debt/shares issued - - - Elimination of liabilities in debt conversions (30,758 ) - (30,758 ) Change in fair value (709,399 ) (493,522 ) (1,202,921 ) Derivative liabilities as of March 31, 2023 $ - $ - $ - |
Schedule Of Weighted Average Number Of Shares | Three Months Ended March 31, 2023 2022 Basic weighted average number of shares 631,933,083 302,315,155 Dilutive effect of: Series B preferred stock 949,400,000 949,400,000 Series E preferred stock 2,821,333,333 2,440,000,000 Convertible notes payable 147,729,750 160,755,907 Diluted weighted average number of shares 4,550,396,166 3,852,471,062 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
STOCK OPTIONS | |
Schedule Of Stock Options, Activity | Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 854,177,778 $ 0.011 7.35 Granted - $ - Exercised - $ - Forfeited or expired - $ - Outstanding as of March 31, 2023 854,177,778 $ 0.011 7.10 $ - Exercisable as of March 31, 2023 450,288,898 $ 0.013 6.33 $ - |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
ORGANIZATION AND BASIS OF PRESENTATION | ||
Working Capital Deficit | $ (254,093) | |
Accumulated Deficit | $ (49,970,898) | $ (50,164,550) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Derivative Liabilities | $ 0 | $ 1,233,679 |
Total Liabilities Measured At Fair Value | 1,233,679 | |
Level 2 [Member] | ||
Derivative Liabilities | 0 | |
Total Liabilities Measured At Fair Value | 0 | |
Level 3 [Member] | ||
Derivative Liabilities | 1,233,679 | |
Total Liabilities Measured At Fair Value | 1,233,679 | |
Level 1 [Member] | ||
Derivative Liabilities | 0 | |
Total Liabilities Measured At Fair Value | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Derivative Liability Beginning | $ 1,233,679 |
Addition to liabilities for new debt/shares issued | 0 |
Elimination of liabilities in debt conversions | (30,758) |
Change In Fair Value | (1,202,921) |
Derivative Liability Ending | 0 |
Stock Options [Member] | |
Derivative Liability Beginning | 493,522 |
Addition to liabilities for new debt/shares issued | 0 |
Elimination of liabilities in debt conversions | 0 |
Derivative Liability Ending | 0 |
Change In Fair Value | (493,522) |
Convertible Notes Payable [Member] | |
Derivative Liability Beginning | 740,157 |
Addition to liabilities for new debt/shares issued | 0 |
Elimination of liabilities in debt conversions | (30,758) |
Change In Fair Value | (709,399) |
Derivative Liability Ending | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basic Weighted Average Number Of Shares | 631,933,083 | 302,315,155 |
Series B Preferred Stock | 949,400,000 | 949,400,000 |
Series E Preferred Stock | 2,821,333,333 | 2,440,000,000 |
Convertible Notes Payable | 147,729,750 | 160,755,907 |
Diluted Weighted Average Number Of Shares | 4,550,396,166 | 3,852,471,062 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 | |
Finite-lived Intangible Asset, Useful Life | 5 years |
Minimum [Member] | |
Revenues Rate | 70% |
Maximum [Member] | |
Revenues Rate | 85% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Mar. 14, 2013 | Aug. 24, 2022 | Aug. 29, 2019 | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 07, 2021 | Jul. 08, 2020 | Dec. 31, 2012 | |
Debt Instrument, Convertible, Terms Of Conversion Feature | The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment | |||||||
Debt Instrument, Principal Amount | $ 43,750 | $ 40,000 | ||||||
Proceeds From Convertible Promissory Notes | $ 22,000 | |||||||
Legal Fees | 1,500 | |||||||
Debt Discount Related Conversion Feature | $ 25,000 | |||||||
Debt Instrument Accrued Interest | $ 53,616 | $ 53,212 | ||||||
Convertible Notes Payable 2 [Member] | Related Parties [Member] | ||||||||
Convertible Promissory Note, Principal Amount | $ 58,600 | |||||||
Debt Discount | $ 57,050 | |||||||
Debt Instrument, Interest Rate | 5% | |||||||
Debt Instrument, Conversion Price | $ 2 | |||||||
Convertible Notes Payable 2 [Member] | Note One [Member] | Related Parties [Member] | ||||||||
Convertible Promissory Note, Principal Amount | 25,980 | 25,980 | ||||||
Convertible Notes Payable 2 [Member] | Note Two [Member] | Related Parties [Member] | ||||||||
Convertible Promissory Note, Principal Amount | $ 32,620 | 32,620 | ||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | |||||||
Convertible Notes Payable 1 [Member] | Accounts Payable [Member] | ||||||||
Convertible Promissory Note, Principal Amount | $ 29,500 | $ 29,500 | $ 29,500 | |||||
Debt Instrument, Interest Rate | 5% | |||||||
Debt Instrument, Conversion Price | $ 1.50 | |||||||
Debt Instrument, Maturity Date | Mar. 14, 2015 | |||||||
August 24, 2022 [Member] | Convertible Notes Payable [Member] | ||||||||
Proceeds From Convertible Promissory Notes | 35,000 | |||||||
Legal Fees | 3,750 | |||||||
Debt Discount Related Conversion Feature | 35,316 | |||||||
Convertible Promissory Note, Principal Amount | $ 38,750 | |||||||
Debt Instrument, Interest Rate | 12% | |||||||
Convertible Note, Principal Balance | $ 38,750 | |||||||
Accrued interest | $ 2,221 |
LONGTERM CONVERTIBLE NOTES PAYA
LONGTERM CONVERTIBLE NOTES PAYABLE (Details Narrative) - Long-Term Convertible Notes Payable [Member] - USD ($) | 3 Months Ended | |
Jan. 07, 2021 | Mar. 31, 2023 | |
Amortization Of Debt Discount To Interest Expense | $ 49,288 | |
Beneficial Ownership Maximum Percentage | 4.99% | |
Maturity Date | Jan. 07, 2026 | |
Annual Rate | 0.39% | |
Percentage Of Principal Amount Of Note Into A Number Of Shares Of Common Stock Not Exceeding Total Trade Volume | 5% | |
Notes Payable | $ 500,000 | |
Conversion Price | $ 0.013 | |
Debt Discount | $ 1,000,000 | $ 551,479 |
Convertible Promissory Note, Principal Amount | $ 0 |
MEZZANINE (Details Narrative)
MEZZANINE (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Apr. 02, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2016 | Mar. 02, 2016 | |
Preferred Stock, Authorized Shares | 20,000,000 | 20,000,000 | |||||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | |||||
Issuance Of Common Stock For Conversion Of Series B Preferred Stock, Shares | 0 | 221 | |||||
Convertible Promissory Notes [Member] | |||||||
Beneficial Ownership Maximum Percentage | 4.99% | ||||||
Series B Preferred Stock [Member] | |||||||
Preferred Stock, Shares Outstanding | 14,241 | 14,241 | |||||
Preferred Stock Value Outstanding | $ 1,424,100 | ||||||
Preferred Stock, Authorized Shares | 30,000 | ||||||
Preferred Stock, Par Value | $ 0.001 | ||||||
Conversion Price | $ 0.0015 | $ 0.0015 | |||||
Redemption of shares | 1,615,362 | ||||||
Preferred Stock Including Additional Paid In Capital, Face Value | $ 100 | ||||||
Preferred Stock Including Additional Paid In Capital | $ 3,000,000 | ||||||
Accrued interest payable | $ 264,530 | ||||||
Conversion Of Stock, Amount | $ 22,100 | ||||||
Conversion Of Stock, Shares | 14,733,333 | ||||||
Preferred Stock Series E [Member] | Securities Purchase Agreement [Member] | |||||||
Preferred Stock, Shares Outstanding | 42,320 | 40,600 | |||||
Preferred Stock Value Outstanding | $ 4,232,000 | $ 4,060,000 | |||||
Total Shares Purchased, Shares | 1,720 | 1,200 | |||||
Total Shares Purchased, Value | $ 172,000 | $ 120,000 | |||||
Purchase Price | $ 100 | ||||||
Cancellation Of Shares | 34,900 | 2,617,690 | |||||
Accrued Interest | $ 826,566 | ||||||
Fees | $ 45,740 | ||||||
Debt Instrument, Interest Rate | 10% | ||||||
Preferred Stock, Authorized Shares | 45,000 | ||||||
Description of Security purchase agreement | the Company agreed that Investor will have the right, exercisable in its sole discretion, to purchase the remaining 10,100 of authorized shares of Series E Preferred Stock at a purchase price of $100 per share at any time until April 2, 2031 | ||||||
Preferred Stock Series E [Member] | |||||||
Purchase Price | $ 100 | ||||||
Preferred Stock, Authorized Shares | 45,000 | ||||||
Preferred Stock, Par Value | $ 0.001 | ||||||
Conversion Price | $ 0.0015 | ||||||
Fixed Conversion Price | $ 0.0015 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares outstanding | 733,766,705 | 604,150,321 | |
Common stock, shares issued | 733,766,705 | 604,150,321 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Common Stock [Member] | |||
Issuance of common stock for conversion of notes payable and accrued interest payable, shares | 129,616,384 | 51,674,713 | |
Accrued interest payable | $ 2,221 | $ 5,250 | |
Reduction in derivative liabilities | $ 30,750 | $ 66,341 | |
Shares for services | 14,733,333 | ||
Preferred stock, authorized shares | 20,000,000 | ||
Common stock, shares issued during period | 32,941,380 | ||
Shares issued upon debt conversion, Amount | $ 38,750 | $ 87,500 | |
Stock Series B Preferred [Member] | |||
Preferred stock, authorized shares | 221 | ||
Conversion Of Stock, Shares | 4,000,000 | ||
Conversion of stock, amount | $ 20,000 | ||
Preferred stock face value | $ 22,100 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Number of shares | |
Outstanding shares, beginning | shares | 854,177,778 |
Outstanding shares, ending | shares | 854,177,778 |
Outstanding shares, Exercisable | shares | 450,288,898 |
Weighted Average Exercise Price | |
Weighted average exercise price, beginning | $ 0.011 |
Weighted average exercise price, granted | 0 |
Weighted average exercise price, Exercised | 0 |
Weighted average exercise price, forfeited or expired | 0 |
Weighted average exercise price, ending | 0.011 |
Weighted average exercise price, exercisable | $ 0.013 |
Weighted Average Remaining Contract Term (Years) | |
Outstanding weighted average remaining contract term, Exercisable | 6 years 3 months 29 days |
Outstanding weighted average remaining contract term, Beginning | 7 years 4 months 6 days |
Outstanding weighted average remaining contract term, ending | 7 years 1 month 6 days |
Aggregate Intrinsic Value | |
Aggregate intrinsic value, Outstanding as of December 31, 2021 | $ | $ 0 |
Aggregate intrinsic value, exercisable | $ | $ 0 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
STOCK OPTIONS | ||
Unrecognized stock-based compensation | $ 3,456,718 | |
Outstanding shares, ending | 854,177,778 | |
Stock-based compensation | $ 745,448 | $ 736,915 |
Common stock closing price | $ 0.0006 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Feb. 08, 2022 | Dec. 22, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | |
Non qualified stock options, total | 504,000,000 | ||||
Vesting period, descriptions | The options vest over a 36-month period with 84,000,000 options vesting at the end of month 6 and 14,000,000 options vesting in months 7 through the end of month 36. The options vest 100% upon a sale of the company | ||||
Mr. Beifuss [Member] | |||||
Stock option, Granted | 25,000,000 | ||||
Accounts payable - related party | $ 10,000 | $ 20,000 | |||
Accrued compensation expense | $ 60,000 | ||||
Byron Elton [Member] | |||||
Stock option, Granted | 5,000,000 | ||||
Chief Executive Officer [Member] | |||||
Accrued expense | 30,000 | ||||
Fees payable | $ 10,000 | ||||
William E. Beifuss Jr. [Member] | November 1, 2016 [Member] | |||||
Consulting fees for service, per month | $ 10,000 | ||||
Four Officers and Directors and Consultants [Member] | |||||
Stock option vested, description | The options vest 1/36th per month | The options vest 1/36th per month | |||
Stock option, Granted | 205,000,000 | ||||
Exercise price | $ 0.0081 | ||||
Stock option, exercise prices | $ 0.017 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 01, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Rent per month | $ 500 | ||
Operating lease agreement | 12 years | ||
Operating lease cost | $ 1,860 | $ 4,000 | |
Security Deposit | $ 500 | ||
Consulting Agreement [Member] | Rich Berliner [Member] | |||
Monthly compensation | 20,000 | ||
Consulting Agreement [Member] | William E. Beifuss Jr. [Member] | November 1, 2016 [Member] | |||
Monthly compensation | $ 10,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent events [Member] - USD ($) | 1 Months Ended | |||
May 08, 2023 | Apr. 07, 2023 | May 31, 2023 | May 04, 2023 | |
Total non-qualified stock options granted | 50,000,000 | |||
Option, vested description | The options vest 8,333,330 at the end of month 6 and 1,388,889 at the end of each month from the end of month 7 through the end of month 36. | |||
Exercise price per share | $ 0.0006 | |||
Preferred Stock Series E [Member] | ||||
Additional preferred shares purchased, amount | $ 60,000 | $ 60,000 | ||
Additional preferred shared purchased, shares | 600 | 600 |