Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-52917 | |
Entity Registrant Name | FRIENDABLE, INC. | |
Entity Central Index Key | 0001414043 | |
Entity Tax Identification Number | 98-0546715 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1821 S Bascom Ave. | |
Entity Address, Address Line Two | Suite 353 | |
Entity Address, City or Town | Campbell | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95008 | |
City Area Code | (855) | |
Local Phone Number | 473-8473 | |
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 Common Stock, Shares Outstanding | 475,998,393 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 446,884 | $ 52,702 |
Accounts receivable | 12,500 | |
Prepaid expenses | 16,857 | 83,399 |
Total Current Assets | 463,741 | 148,601 |
Total Assets | 463,741 | 148,601 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 2,731,409 | 2,447,706 |
Accounts payable - related party | 55,821 | 190,320 |
Short term loans | 61,000 | 61,000 |
Convertible debentures and convertible promissory notes, net of discounts | 92,608 | 143,957 |
Mandatorily redeemable Series C convertible Preferred stock, 1,000,000 designated, 441,375 and 173,100 issued and outstanding at September 30, 2021 and December 31, 2020, including a premium of $179,434 and $74,701 respectively (liquidation value $454,155 at September 30, 2021) | 633,590 | 285,605 |
Derivative liabilities | 237,900 | 1,320,000 |
Liability to be settled in common stock | 988,375 | 988,375 |
Total Current Liabilities | 4,800,703 | 5,436,963 |
SHAREHOLDERS DEFICIT: | ||
Common stock, $0.0001 par value, 2,000,000,000 shares authorized, 417,753,740 and 51,665,821 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 41,775 | 5,167 |
Common stock issuable, $0.0001 par value, 11,548,528 and 103,547,079 shares at September 30, 2021 and December 31, 2020, respectively | 1,154 | 10,354 |
Additional paid-in capital | 33,754,754 | 31,269,833 |
Common stock subscription receivable | (4,500) | |
Accumulated deficit | (38,539,915) | (36,569,246) |
Total Stockholders Deficit | (4,336,962) | (5,288,362) |
Total Liabilities and Stockholders Deficit | 463,741 | 148,601 |
Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | ||
SHAREHOLDERS DEFICIT: | ||
Preferred Stock, Value, Issued | 2 | 2 |
Total Stockholders Deficit | 2 | 2 |
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | ||
SHAREHOLDERS DEFICIT: | ||
Preferred Stock, Value, Issued | 28 | 28 |
Total Stockholders Deficit | 28 | 28 |
Convertible Preferred Stock [Member] | Series D Preferred Stock [Member] | ||
SHAREHOLDERS DEFICIT: | ||
Preferred Stock, Value, Issued | 405,240 | |
Total Stockholders Deficit | $ 405,240 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount, Noncurrent | $ 633,590 | $ 285,605 |
Preferred Stock Redemption Premium | $ 95,150 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 417,753,740 | 51,665,821 |
Common Stock, Shares, Outstanding | 417,753,740 | 51,665,821 |
Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount, Noncurrent | $ 1,000,000 | $ 1,000,000 |
Preferred Stock, Shares Issued | 441,375 | 173,100 |
Preferred Stock, Shares Outstanding | 441,375 | 173,100 |
Preferred Stock Redemption Premium | $ 179,434 | $ 74,701 |
Preferred Stock, Liquidation Preference, Value | $ 454,155 | |
Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 19,684 | 19,786 |
Preferred Stock, Shares Outstanding | 19,684 | 19,786 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Designated | 25,000 | 25,000 |
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 284,000 | 284,000 |
Preferred Stock, Shares Outstanding | 284,000 | 284,000 |
Preferred Stock, Liquidation Preference, Value | $ 284,000 | $ 284,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Designated | 1,000,000 | 1,000,000 |
Convertible Preferred Stock [Member] | Series D Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 40,524 | 0 |
Preferred Stock, Shares Outstanding | 40,524 | 0 |
Preferred Stock, Par or Stated Value Per Share | $ 10 | $ 10 |
Preferred Stock, Shares Designated | 500,000 | 500,000 |
Common Stock Issuable [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Subscribed but Unissued | 11,548,528 | 103,547,079 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
REVENUES | ||||
Revenue | $ 1,866 | $ 111,392 | $ 4,780 | $ 322,671 |
OPERATING EXPENSES: | ||||
App hosting | 7,500 | 12,000 | 22,500 | 33,000 |
Commissions | 247 | 191 | 605 | 625 |
General and administrative | 315,672 | 224,401 | 962,281 | 605,458 |
Software development and support-related party | 252,500 | 105,790 | 575,000 | 460,102 |
Artists performance fees | 425,058 | 425,058 | ||
Revenue shares | 920 | 402 | 2,124 | 402 |
Investor relations | 58,118 | 3,921 | 104,968 | 140,527 |
Sales and marketing | 127,269 | 30,081 | 393,321 | 82,335 |
Total operating expenses | 762,226 | 801,844 | 2,060,799 | 1,747,507 |
LOSS FROM OPERATIONS | (760,360) | (690,452) | (2,056,019) | (1,424,836) |
Accretion and interest expense | (426,200) | (38,423) | (936,113) | (266,710) |
Gain on foreign exchange | 2,580 | |||
Initial derivative expense | (1,796,835) | (419,000) | ||
Gain (loss) on settlement of derivatives | 257,317 | (640,821) | ||
Derivative income (expense) | 867,298 | 263,000 | 2,818,298 | 259,000 |
Total other income (expense), net | 441,098 | 481,894 | 85,350 | (1,064,951) |
NET LOSS | $ (319,262) | $ (208,558) | $ (1,970,669) | $ (2,489,787) |
NET LOSS PER COMMON SHARE: | ||||
Basic and Diluted | $ (0.001) | $ (0.002) | $ (0.01) | $ (0.04) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING : | ||||
Basic and Diluted | 309,158,542 | 121,819,362 | 233,457,551 | 66,468,267 |
Technology Service [Member] | ||||
REVENUES | ||||
Revenue | $ 109,500 | $ 319,331 | ||
Subscription and Circulation [Member] | ||||
REVENUES | ||||
Revenue | 1,866 | $ 1,892 | 4,780 | $ 3,340 |
OPERATING EXPENSES: | ||||
Revenue shares | $ 920 | $ 2,124 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (EQUITY) (Unaudited) - USD ($) | Convertible Preferred Stock [Member]Series A Preferred Stock [Member] | Convertible Preferred Stock [Member]Series B Preferred Stock [Member] | Convertible Preferred Stock [Member]Series D Preferred Stock [Member] | Convertible Preferred Stock [Member]Series A Preferred Stock Issuable [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Common Stock Subcription [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 2 | $ 28 | $ 438 | $ 852 | $ 16,476,758 | $ (4,500) | $ (32,443,883) | $ (15,970,305) | ||
Beginning balance, Shares at Dec. 31, 2019 | 19,789 | 284,000 | 4,398,114 | 8,518,335 | ||||||
Conversion of convertible notes | $ 36 | 19,914 | 19,950 | |||||||
Conversion of convertible notes, Shares | 362,595 | |||||||||
Reclassification of common stock previously issuable | $ 258 | $ (258) | ||||||||
Reclassification of common stock previously issuable, Shares | 2,575,746 | (2,575,746) | ||||||||
Stock Issued During Period, Shares, Other | (2,575,746) | 2,575,746 | ||||||||
Net Loss | (1,547,616) | (1,547,616) | ||||||||
Ending balance, value at Mar. 31, 2020 | $ 2 | $ 28 | $ 797 | $ 4,214 | 25,001,625 | (4,500) | (33,991,499) | (8,989,333) | ||
Ending balance, Shares at Mar. 31, 2020 | 19,786 | 284,000 | 7,988,531 | 42,135,687 | ||||||
Conversion of Series A preferred into common stock | $ 5 | (5) | ||||||||
Conversion of Series A preferred into common stock, Shares | (3) | 54,076 | ||||||||
Common shares issued for services | $ 60 | 89,940 | 90,000 | |||||||
Common shares issued for services, Shares | 600,000 | |||||||||
Common shares cancelled | (500) | (500) | ||||||||
Common shares cancelled, Shares | (2,000) | |||||||||
Common stock issuable under debt restructuring agreement | $ 3,620 | 8,415,518 | 8,419,138 | |||||||
Common stock issuable under debt restructuring agreement, Shares | 36,193,098 | |||||||||
Beginning balance, value at Dec. 31, 2019 | $ 2 | $ 28 | $ 438 | $ 852 | 16,476,758 | (4,500) | (32,443,883) | (15,970,305) | ||
Beginning balance, Shares at Dec. 31, 2019 | 19,789 | 284,000 | 4,398,114 | 8,518,335 | ||||||
Settlement of share subscription receivable | ||||||||||
Amortization of value of employee stock options | ||||||||||
Net Loss | (2,489,787) | |||||||||
Ending balance, value at Sep. 30, 2020 | $ 2 | $ 28 | $ 2,122 | $ 10,656 | 30,909,397 | (4,500) | (34,933,670) | (4,015,965) | ||
Ending balance, Shares at Sep. 30, 2020 | 19,786 | 284,000 | 21,218,432 | 106,558,432 | ||||||
Sale of Series D preferred | ||||||||||
Regulation A expense | ||||||||||
Common stock issuable under debt restructuring agreement | ||||||||||
Beginning balance, value at Dec. 31, 2019 | $ 2 | $ 28 | $ 438 | $ 852 | 16,476,758 | (4,500) | (32,443,883) | (15,970,305) | ||
Beginning balance, Shares at Dec. 31, 2019 | 19,789 | 284,000 | 4,398,114 | 8,518,335 | ||||||
Conversion of convertible notes | 7,005,855 | |||||||||
Common stock issued on conversion of Series C preferred | $ 353,678 | |||||||||
Common stock issued on conversion of Series C preferred, Shares | 26,527,179 | |||||||||
Ending balance, value at Dec. 31, 2020 | $ 2 | $ 28 | $ 5,167 | $ 10,354 | 31,269,833 | (4,500) | (36,569,246) | $ (5,288,362) | ||
Ending balance, Shares at Dec. 31, 2020 | 19,786 | 284,000 | 51,665,821 | 103,547,079 | ||||||
Common shares issued for services | $ 552,050 | |||||||||
Common shares issued for services, Shares | 5,736,333 | |||||||||
Common shares cancelled | $ 500 | |||||||||
Common shares cancelled, Shares | 2,000 | |||||||||
Common stock issuable under debt restructuring agreement | $ 127,524 | |||||||||
Beginning balance, value at Mar. 31, 2020 | $ 2 | $ 28 | $ 797 | $ 4,214 | 25,001,625 | (4,500) | (33,991,499) | (8,989,333) | ||
Beginning balance, Shares at Mar. 31, 2020 | 19,786 | 284,000 | 7,988,531 | 42,135,687 | ||||||
Conversion of convertible notes | $ 221 | 56,299 | 56,520 | |||||||
Conversion of convertible notes, Shares | 2,211,445 | |||||||||
Net Loss | (733,613) | (733,613) | ||||||||
Ending balance, value at Jun. 30, 2020 | $ 2 | $ 28 | $ 1,026 | $ 4,410 | 25,255,945 | (4,500) | (34,725,112) | (9,468,201) | ||
Ending balance, Shares at Jun. 30, 2020 | 19,668 | 284,000 | 118 | 10,277,976 | 44,092,354 | |||||
Sale of Series D preferred | $ 850,000 | 850,000 | ||||||||
Common shares issued for services | $ 8 | $ 21 | 27,579 | 27,608 | ||||||
Common shares issued for services, Shares | 78,000 | 206,667 | ||||||||
Series A preferred shares issuable to talent agencies in exchange for services | 135,617 | 135,617 | ||||||||
Series A preferred shares issuable to talent agencies in exchange for services, Shares | 118 | |||||||||
Return of Series A preferred shares to treasury, Shares | (118) | |||||||||
Common stock issued for cash | $ 175 | 34,825 | 35,000 | |||||||
Common stock issued for cash, Shares | 1,750,000 | |||||||||
Reclassification of common stock previously issuable | $ 132 | $ (132) | ||||||||
Reclassification of common stock previously issuable, Shares | 1,309,165 | (1,309,165) | ||||||||
Stock Issued During Period, Shares, Other | (1,309,165) | 1,309,165 | ||||||||
Common stock issued on conversion of Series C preferred | $ 383 | 134,660 | 135,043 | |||||||
Common stock issued on conversion of Series C preferred, Shares | 3,822,958 | |||||||||
Net Loss | (208,558) | (208,558) | ||||||||
Ending balance, value at Sep. 30, 2020 | $ 2 | $ 28 | $ 2,122 | $ 10,656 | 30,909,397 | (4,500) | (34,933,670) | (4,015,965) | ||
Ending balance, Shares at Sep. 30, 2020 | 19,786 | 284,000 | 21,218,432 | 106,558,432 | ||||||
Common shares issued for services | $ 506 | 427,936 | 428,442 | |||||||
Common shares issued for services, Shares | 5,058,333 | |||||||||
Common stock issued to debenture holder to be offset against holders convertible debt, Shares | 7,290,359 | |||||||||
Common stock issuable under debt restructuring agreement | $ 6,328 | 5,049,356 | 5,055,684 | |||||||
Common stock issuable under debt restructuring agreement, Shares | 63,275,243 | |||||||||
Common shares issued towards settlement of lawsuit | $ 75 | 16,550 | 16,625 | |||||||
Common shares issued towards settlement of lawsuit, Shares | 750,000 | |||||||||
Reclassification of Series A preferred previously issuable, Shares | 118 | (118) | ||||||||
Beginning balance, value at Dec. 31, 2020 | $ 2 | $ 28 | $ 5,167 | $ 10,354 | 31,269,833 | (4,500) | (36,569,246) | (5,288,362) | ||
Beginning balance, Shares at Dec. 31, 2020 | 19,786 | 284,000 | 51,665,821 | 103,547,079 | ||||||
Conversion of convertible notes | $ 3,153 | 164,590 | 167,743 | |||||||
Conversion of convertible notes, Shares | 31,532,405 | |||||||||
Common shares issued in payment of loan commitment fee | $ 350 | 11,574 | 11,924 | |||||||
Common shares issued in payment of loan commitment fee, Shares | 3,500,000 | |||||||||
Reclassification of common stock previously issuable | $ 4,077 | $ (4,077) | ||||||||
Reclassification of common stock previously issuable, Shares | 40,766,310 | 40,766,310 | ||||||||
Stock Issued During Period, Shares, Other | (40,766,310) | (40,766,310) | ||||||||
Common stock issued on conversion of Series C preferred | $ 550 | 50,039 | 50,589 | |||||||
Common stock issued on conversion of Series C preferred, Shares | 5,500,894 | |||||||||
Common stock warrants issued, related to loans | 301,411 | 301,411 | ||||||||
Settlement of share subscription receivable | 4,500 | 4,500 | ||||||||
Amortization of value of employee stock options | 20,988 | 20,988 | ||||||||
Net Loss | (2,484,956) | (2,484,956) | ||||||||
Ending balance, value at Mar. 31, 2021 | $ 2 | $ 28 | $ 13,297 | $ 6,277 | 31,818,435 | (39,054,202) | (7,216,163) | |||
Ending balance, Shares at Mar. 31, 2021 | 19,786 | 284,000 | 132,965,430 | 62,780,769 | ||||||
Regulation A expense | (31,309) | (31,309) | ||||||||
Beginning balance, value at Dec. 31, 2020 | $ 2 | $ 28 | $ 5,167 | $ 10,354 | 31,269,833 | (4,500) | (36,569,246) | (5,288,362) | ||
Beginning balance, Shares at Dec. 31, 2020 | 19,786 | 284,000 | 51,665,821 | 103,547,079 | ||||||
Settlement of share subscription receivable | 4,500 | |||||||||
Amortization of value of employee stock options | 65,024 | |||||||||
Net Loss | (1,970,669) | |||||||||
Ending balance, value at Sep. 30, 2021 | $ 2 | $ 28 | $ 405,240 | $ 41,775 | $ 1,154 | 33,754,754 | (38,539,915) | (4,336,962) | ||
Ending balance, Shares at Sep. 30, 2021 | 19,684 | 284,000 | 40,524 | 417,753,740 | 11,548,528 | |||||
Sale of Series D preferred | $ 1,610,000 | 1,610,000 | ||||||||
Sale of Series D preferred, Shares | 161,000 | |||||||||
Common shares issued on conversion of Series D preferred, Shares | 120,476 | 145,132,420 | ||||||||
Regulation A expense | (31,310) | |||||||||
Common stock issuable under debt restructuring agreement | 1,204,700 | |||||||||
Beginning balance, value at Mar. 31, 2021 | $ 2 | $ 28 | $ 13,297 | $ 6,277 | 31,818,435 | (39,054,202) | (7,216,163) | |||
Beginning balance, Shares at Mar. 31, 2021 | 19,786 | 284,000 | 132,965,430 | 62,780,769 | ||||||
Reclassification of common stock previously issuable | $ 4,252 | $ (4,252) | ||||||||
Reclassification of common stock previously issuable, Shares | 42,522,600 | (42,522,600) | 21,000,000 | |||||||
Stock Issued During Period, Shares, Other | (42,522,600) | 42,522,600 | (21,000,000) | |||||||
Common stock issued on conversion of Series C preferred | $ 1,150 | 136,403 | $ 137,553 | |||||||
Common stock issued on conversion of Series C preferred, Shares | 11,496,360 | |||||||||
Amortization of value of employee stock options | 22,018 | 22,018 | ||||||||
Net Loss | 833,549 | 833,549 | ||||||||
Ending balance, value at Jun. 30, 2021 | $ 2 | $ 28 | $ 400,300 | $ 22,057 | $ 2,025 | 32,391,889 | (38,220,653) | (5,404,352) | ||
Ending balance, Shares at Jun. 30, 2021 | 19,736 | 284,000 | 40,030 | 220,570,060 | 20,258,169 | |||||
Sale of Series D preferred, Shares | 85,000 | |||||||||
Conversion of Series A preferred into common stock | $ 255 | (255) | ||||||||
Conversion of Series A preferred into common stock, Shares | (50) | 2,555,738 | ||||||||
Common shares issued on conversion of Series D preferred | $ (449,700) | $ 3,103 | 446,597 | |||||||
Common shares issued on conversion of Series D preferred, Shares | (44,970) | 31,029,932 | ||||||||
Conversion of convertible notes | $ 4,235 | 329,216 | 333,451 | |||||||
Conversion of convertible notes, Shares | 42,352,994 | |||||||||
Reclassification of common stock previously issuable | $ 871 | $ (871) | ||||||||
Reclassification of common stock previously issuable, Shares | 8,709,641 | (8,709,641) | 16,000,000 | |||||||
Stock Issued During Period, Shares, Other | (8,709,641) | 8,709,641 | (16,000,000) | |||||||
Common stock issued on conversion of Series C preferred | $ 1,780 | 160,874 | $ 162,654 | |||||||
Common stock issued on conversion of Series C preferred, Shares | 17,799,687 | |||||||||
Amortization of value of employee stock options | 22,018 | 22,018 | ||||||||
Net Loss | (319,262) | (319,262) | ||||||||
Ending balance, value at Sep. 30, 2021 | $ 2 | $ 28 | $ 405,240 | $ 41,775 | $ 1,154 | 33,754,754 | (38,539,915) | (4,336,962) | ||
Ending balance, Shares at Sep. 30, 2021 | 19,684 | 284,000 | 40,524 | 417,753,740 | 11,548,528 | |||||
Sale of Series D preferred | $ 760,000 | 760,000 | ||||||||
Sale of Series D preferred, Shares | 76,000 | |||||||||
Conversion of Series A preferred into common stock | $ 493 | (493) | ||||||||
Conversion of Series A preferred into common stock, Shares | (52) | 4,928,511 | ||||||||
Common shares issued on conversion of Series D preferred | $ (755,060) | $ 11,410 | 743,650 | |||||||
Common shares issued on conversion of Series D preferred, Shares | (75,506) | 114,102,488 | ||||||||
Common shares issued for services | $ 200 | 17,200 | 17,400 | |||||||
Common shares issued for services, Shares | 2,000,000 | |||||||||
Common stock issued to debenture holder to be offset against holders convertible debt | $ 729 | $ 90,400 | $ 91,129 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net Loss | $ (1,970,669) | $ (2,489,787) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Common stock issued for services | 17,400 | 575,500 | |
Loss on settlement of derivative | 640,821 | ||
Non-cash loan fees expensed | 29,000 | ||
Debt conversion fees charged to expense | 8,600 | ||
Stock option expense | 65,024 | ||
Amortization of debt discount | 467,101 | 45,095 | |
Initial derivative expense | 1,796,835 | 419,000 | |
(Gain) Loss on change in fair value of derivative | (2,818,298) | (259,000) | |
Accrual of dividend on Preferred C Stock | 24,666 | ||
Interest on convertible debentures and promissory note | 171,156 | ||
Premium, dividends and accretion on Series C preferred stock | 281,654 | ||
Change in operating assets and liabilities: | |||
Accounts receivable | 12,500 | (12) | |
Due from related party | (30,083) | ||
Prepaid expenses | 66,543 | 30,000 | |
Accounts payable - related party | (134,499) | 141,803 | |
Accounts payable and accrued expenses | 335,176 | 409,744 | |
NET CASH USED IN OPERATING ACTIVITIES | (1,843,633) | (260,931) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from sale convertible Series D preferred stock from Regulation A offering | 1,610,000 | ||
Redemption of Series C preferred stock | (95,150) | ||
Payment of Series C preferred stock dividends | (3,625) | ||
Offering costs of convertible Series D preferred stock | (31,310) | ||
Refund on canceled common stock subscription | (500) | ||
Proceeds from issuance of convertible notes | 358,500 | 105,000 | |
Prepayment of convertible note | (116,500) | ||
Proceeds from short-term loans | 61,000 | ||
Proceeds from sale of common stock | 60,000 | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,237,815 | 258,500 | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 394,182 | (2,431) | |
CASH AND CASH EQUIVALENTS - beginning of period | 52,702 | 11,282 | $ 11,282 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Interest | |||
Income taxes | |||
Non-cash investing and financing activities: | |||
Settlement of stock subscription receivable | 4,500 | ||
Conversion of convertible notes to common stock | 401,949 | 59,175 | |
Conversion of accrued interest to common stock | 46,970 | 17,295 | |
Conversion of Series D preferred stock to common stock | 1,204,700 | 127,524 | |
Series A shares granted for fee and recorded as prepaid asset | 135,617 | ||
Premiums on Series C redeemable preferred shares | 135,042 | ||
Reduction of liability to be settled with common stock | 16,625 | ||
Recording of debt discount on convertible debt | 446,700 | 105,000 | |
Reduction of derivative liability based on reset common shares issuable | 13,474,521 | ||
Cash consists of : | |||
Cash | 446,884 | 8,851 | 52,702 |
Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from sale convertible Series D preferred stock from Regulation A offering | 515,900 | 33,000 | |
Redemption of Series C preferred stock | (179,434) | $ (74,701) | |
Non-cash investing and financing activities: | |||
Conversion of Series D preferred stock to common stock | $ 350,789 |
NATURE OF BUSINESS AND GOING CO
NATURE OF BUSINESS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND GOING CONCERN | 1. NATURE OF BUSINESS AND GOING CONCERN Nature of Business Friendable, Inc., a Nevada corporation (the Company), was incorporated in the State of Nevada. Friendable, Inc. is a mobile-focused technology and marketing company, connecting and engaging users through two distinctly branded applications. The Company initially released its flagship product Friendable, as a social application where users can create one-on-one or group-style meetups. In 2019 the Company moved the Friendable app closer to a traditional dating application with its focus on building revenue, as well as reintroducing the brand as a non-threatening, all-inclusive place where Everything starts with Friendship…meet, chat & date. On June 28, 2017, the Company formed a wholly owned Nevada subsidiary called Fan Pass, Inc. Fan Pass is the Companys most recent or second app/brand, released on July 24, 2020. Fan Pass believes in connecting Fans of their favorite celebrity or artist, to an exclusive VIP or Backstage experience, right from their smartphone or other connected devices. Fan Pass allows an artists fanbase to experience something they would otherwise never have the opportunity to afford or geographically attend. The Company aims to establish both Friendable and Fan Pass as premier brands and mobile platforms that are dedicated to connecting and engaging users from anywhere around the World. Presently, until our apps gain greater adoption from paying subscribers through increased awareness, coupled with additional compelling and exclusive digital content to produce higher revenue levels, though December 31, 2020 the Company had largely supported its operations through the sale of its software services, and specifically its app development services, under a contractual relationship since inception with a third party. This services contract ended in 2020 and has not yet been replaced with any other similar software services with another customer. Presently, the Companys only revenue is from its own Fan Pass and Friendable apps, which have various revenue streams tested for long term and/or recurring monthly viability. The Company has developed an enhanced version of its Fan Pass application (v2.0) with improved features and attributes which it released on July 24, 2021. This upgrade includes all new UI/UX attributes, upgraded feature sets for artists and fans, an accelerated artist on boarding process and enhanced dashboard features. On August 5, 2021 the Company announced the approval of the Fan Pass v2.0 livestream artist platform by both the Apple App and Google Play Stores. The mobile applications can be downloaded by users worldwide, and Fan Pass v2.0 is also accessible via desktop and web applications. On August 8, 2019 the Company filed a Designation of Series B convertible Preferred Stock with the state of Nevada, designating 1,000,000 1.00 The holders of Series B Preferred stock shall have no voting rights. On November 25, 2019 the Company filed a Designation of Series C convertible Preferred Stock with the state of Nevada, designating 1,000,000 1.00 The Series C Preferred Stock does not have any voting rights. FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. NATURE OF BUSINESS AND GOING CONCERN The Variable Conversion Price shall mean 71% multiplied by the market price, representing a discount rate of 29%. Market price means the average of the two lowest trading prices for the Companys common stock during the twenty trading day period ending on the latest complete trading day prior to the conversion date. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or upon any deemed liquidation event, after payment or provision for payment of debts and other liabilities of the Company, and after payment or provision for any liquidation preference payable to the holders of any Preferred Stock ranking senior upon liquidation to the Series C Preferred Stock, if any, but prior to any distribution or payment made to the holders of Common Stock or the holders of any Preferred Stock ranking junior upon liquidation to the Series C Preferred Stock by reason of their ownership thereof, the Holders will be entitled to be paid out of the assets of the Company available for distribution to its stockholders. The Company will have the right, at the Companys option, to redeem all or any portion of the shares of Series C Preferred Stock, exercisable on not more than three trading days prior written notice to the Holders, in full, in accordance with Section 6 of the designations at a premium of up to 35% for up to six months. Companys mandatory redemption: On the earlier to occur of (i) the date which is twenty-four (24) months following the Issuance Date and (ii) the occurrence of an Event of Default (the Mandatory Redemption Date), the Company shall redeem all of the shares of Series C Preferred Stock of the Holders (which have not been previously redeemed or converted). In conjunction with the Companys intention to raise financing of up to $5 million through an offering of up to 500,000 10.00 161,000 1,610,000 120,476 145,132,420 40,524 Effective July 1, 2021 the Company increased its authorized common shares from 1 billion (1,000,000,000) to 2 billion ( 2,000,000,000 Going Concern The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which implies that the Company would continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2021, the Company has a working capital deficiency of $ 4,336,962 38,539,915 4,336,962 319,262 1,970,669 1,843,633 260,931 . Management plans to continue to raise financing through equity sales and the issuance of convertible notes, and to continue to expand its revenue from its FanPass app and seek the acquisition of compatible businesses that will be beneficial to the Company. No assurance can be given that any such additional financing will be available, or that it can be obtained on terms acceptable to the Company and its stockholders. FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The unaudited consolidated financial statements include all the accounts of the Company and all of its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The Companys fiscal year end is December 31. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the U.S. GAAP) for interim financial information. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. These unaudited consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the year ended December 31, 2020 of the Company which were included in the Companys annual report on Form 10-K as filed with the Securities and Exchange Commission April 28, 2021. Use of Estimates The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to valuation of convertible debenture conversion options, derivative instruments, deferred income tax asset valuations, financial instrument valuations, share-based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Revenue Recognition In accordance with ASC 606, revenue is recognized when the following criteria have been met; valid contracts are identified with specific customers, performance obligations have been identified, price is determinable, price is allocated to performance obligations, and the Company has satisfied the performance obligations. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. During the three and nine months ended September 30, 2021 the Company derived its only revenue of $ 1,866 4,780 109,500 319,331 1,892 3,340 . Subsequent to the launch of the Fan Pass app in July, 2020 and pursuant to various agreements between Fan Pass, Inc. and music artists, managers, talent agencies, partners and/or record labels and certain round one investors and convertible noteholders (collectively, Revenue Share Participants) such individuals and/or entities are eligible to receive a share of net proceeds derived by the Company from subscription receipts from the Fan Pass app and from merchandise sales. The Company has established an Artist Pool equal to 40% of net Fan Pass Fan Subscriptions received, in which the pool is paid out to individual artists based on fan activity or Content Views within an artists channel on the Fan Pass app. Additionally, a standard 50% of net merchandise sales (created by Fan Pass for each artist) received or sold by each artist is shared with each artist. In some instances, the Company may adjust the sharing percentage for special situation artists or Mega Stars who may command a different merchandise split. Certain investors, along with Series B Preferred stockholders, are entitled to proportionately participate in an Investor Pool equal to approximately 4% of net subscription and net merchandising sales receipts. In addition, as compensation for bringing music artists to perform for the initial Fan Pass app launch, Eclectic Artists is eligible receive 5% of Fan Pass net revenue, and the holder of a convertible note is entitled to receive a prorated share of 20% of Fan Pass net revenue up to $70,000 and, thereafter, a prorated share of 5% of Fan Pass net revenue for 5 years. Net revenue is defined as gross receipts, minus source commissions and other cost of goods sold as defined in the agreements, including deduction for the cost of merchandise, hosting, streaming and other platform and processing fees. During the three and nine months ended September 30, 2021 the Company incurred a revenue sharing expense of $ 920 2,124 2,308 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sales and Marketing Costs The Companys policy regarding sales and marketing costs is to expense such costs when incurred. During the three and nine months ended September 30, 2021, the Company incurred $ 127,269 393,321 30,081 82,335 Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Derivative liabilities The Company has a financial instrument associated with a debt restructuring agreement and conversion options embedded in convertible debt. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entitys Own Equity In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019 and the adoption did not have any impact on its consolidated financial statement and there was no cumulative effect adjustment. Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Companys stock price as well as assumptions regarding a number of subjective variables. These subjective variables include but are not limited to the Companys expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. During January 2021, the Company awarded stock options to its 5 employees totaling 5 million 2 10 million 3 0.014 1.5 million 3 0.015 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Accounts Receivable and Allowance for Doubtful Accounts The Company monitors its outstanding receivables for timely payments and potential collection issues. At September 30, 2021 and December 31, 2020, the Company did not have any allowance for doubtful accounts. Financial Instruments Financial assets and financial liabilities are recognized in the balance sheet when the Company has become party to the contractual provisions of the instruments. The Companys financial instruments consist of accounts receivable, accounts payable, convertible debentures, stock settled debt, derivatives, mandatorily redeemable Series C Preferred stock and promissory notes. The fair values of these financial instruments approximate their carrying value, due to their short-term nature, and current market rates for similar financial instruments. Fair value of a financial instrument 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. The Companys financial instruments recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Concentrations In each of the two years in the period ended December 31, 2020 the Company derived approximately 99% of its revenue from one client by providing certain project based software development services. That project was completed by the end of 2020. Since January 1, 2021 the Companys sole source of revenue has been minimal receipts from subscribers to the Friendable and Fan Pass apps and from Fan Pass related merchandising sales. There are inherent risks whenever a large percentage of total revenues are concentrated with one primary client. It is not possible for us to predict the future level of demand for our services that will be generated by this client or the future demand for technology and software products and services from other similar clients. Until revenues generated from the Friendable and Fan Pass apps increase significantly the loss of this primary client, or the failure to retain similar clients, will negatively affect our revenues and results of operations and/or trading price of our common stock. Basic and Diluted Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2021, there were approximately 4,190,838,922 Potential dilutive shares 88,797,769 Warrants and Stock Options outstanding 56,083,822 Common shares issuable upon conversion of convertible debt 3,863,720,412 Common shares issuable upon conversion of Preferred Series A shares 1,136,000 Common shares issuable upon conversion of Preferred Series B shares 103,170,150 Common shares issuable upon conversion of Preferred Series C shares 77,930,769 Common shares issuable upon conversion of Preferred Series D shares 4,190,838,922 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entitys Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entitys Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 3. RELATED PARTY TRANSACTIONS AND BALANCES During the nine months ended September 30, 2021, the Company incurred $ 480,884 369,558 During the nine months ended September 30, 2021, the Company incurred $ 22,500 575,000 45,000 33,000 332,834 45,000 As of December 31, 2020, the Company had a stock subscription receivable totaling $ 4,500 As of September 30, 2021 accounts payable, related party includes $ 55,821 190,320 1,138,908 918,408 |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES | 4. CONVERTIBLE DEBENTURES On March 26, 2019 the Company entered into a Debt Restructuring Agreement (the Agreement) with Robert A. Rositano Jr. (Robert Rositano), Dean Rositano (Dean Rositano), Frank Garcia (Garcia), Checkmate Mobile, Inc. (Checkmate), Alpha 019 Capital Anstalt (Alpha), Coventry Enterprises, LLC (Coventry), Palladium Capital Advisors, LLC (Palladium), EMA Financial, LLC (EMA), Michael Finkelstein (Finkelstein), and Barbara R. Mittman (Mittman), each being a debt holder of the Company. Subsequent to March 26, 2019 Alpha sold all of its convertible debentures to Ellis International LP (Ellis). FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4. CONVERTIBLE DEBENTURES The debt holders agreed to convert their debt of approximately $6.3 million and accrued interest of approximately $1.8 million into an initial 5,902,589 Company Principals have given Holders notice that it has satisfied all conditions of closing. The Agreement is considered Closed as of November 5, 2019 (Settlement Date) and any conditions of closing not satisfied are waived. Reset Dates. The Reset Dates as set forth in Section 1(h) of the Agreement shall be as follows: March 4, 2020 and July 2, 2020. As of the reset dates the holders can convert all or part of the settled note amounts at the lower of (i) 75% of the closing bid price for the Common Stock on such respective Reset Date, or (ii) the VWAP for the Companys Common Stock for the 7 trading days immediately preceding and including such respective Reset Dates. This reset provision provides for the issuance of additional shares above the initial 5,902,589 shares for no additional consideration as measured at each of the two reset dates. On March 4, 2020 the Company became obligated to issue an additional 36,193,098 63,275,242 The Company determined that the reset provision represents a standalone derivative liability. Accordingly, this debt restructure transaction was accounted for in 2019 as an extinguishment of debt for consideration equal to the $2,384,646 value of the 5,902,589 common shares issuable, based on the $0.404 quoted trading price of the Companys common stock price on the settlement date, and the initial fair value of the derivative liability of $12,653,000, resulting in a loss on debt extinguishment of $6,954,920. Through the final reset date discussed below the Company adjusted its derivative liability to fair value at each reporting and settlement date, with changes in fair value reported in the statement of operations. The Company estimated the fair value of the obligations to issue common stock pursuant to the Debt Restructuring Agreement, as amended, using Monte Carlo simulations and the following assumptions: November 5, 2019 December 31, 2019 June 30, 2020 Volatility 617% 738.1% 293.6% Risk Free Rate 1.59% 1.6% .13% Expected Term 0.66 0.5 0.01 On the second (and final) reset date of July 2, 2020 the Company determined that the total common shares issuable to fully settle this debt amounted to 105,370,930 and a derivative liability no longer exists. The Company recognized a final loss on settlement of $640,821 which represents the difference between the fair value of the 105,370,936 common shares due and the fair value of the derivatives settled. On September 21, 2020, Ellis International LP (as successor to Alpha Capital Anstalt) submitted a request to drawdown and, on September 29, 2020, was issued 687,355 On November 9, 2020 and on December 9, 2020 Coventry Enterprises requested and was issued 915,000 1,262,000 1,134,353 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4. CONVERTIBLE DEBENTURES During the three months ended March 31, 2021 Ellis International LP requested and was issued a total of 28,211,310 9,375,000 3,180,000 During the three months ended June 30, 2021 Ellis International LP requested and was issued a total of 21,000,000 15,500,000 6,022,600 . During the three months ended September 30, 2021 Ellis International LP requested and was issued a total of 16,000,000 Derivative Liabilities The Company accounts for its obligation to issue common stock (Reset Provision) as derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging which are reflected as liabilities at fair value on the consolidated balance sheet, with changes in fair value reported in the consolidated statement of operations. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. The number of shares of common stock the Company could be obligated to issue, is based on future trading prices of the Companys common stock. To reflect this uncertainty in estimating the fair value of the potential obligation to issue common stock, the Company uses a Monte Carlo model that considers the reporting date trading price, historical volatility of the Companys common stock, and risk-free rate in estimating the fair value of the potential obligation to issue common stock. The results of the Monte Carlo simulation model are most sensitive to inputs for expected volatility. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The estimated fair values may not represent future fair values and may not be realizable. We categorize our fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. The following is a summary of activity related to the reset provision derivative liability Balance, Derivative Liability at December 31, 2019 $ 12,778,000 Record obligation to issue additional shares (13,474,821 ) Loss on settlement of derivative 640,821 Loss on change in fair value of derivative 56,000 Balance, Reset provision derivative liability at December 31, 2020 and September 30, 2021 $ - |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 5. CONVERTIBLE PROMISSORY NOTES The following is a summary of Convertible Promissory Notes Issuance Principal Accrued Principal and Date Outstanding Interest Accrued interest J.P.Carey Inc. May 20, 2020 $ 60,000 $ 19,767 $ 79,767 J.P.Carey Inc. June 11, 2020 10,000 - 10,000 J.P.Carey Inc. March 3, 2021 150,000 8,671 158,671 Ellis International LP October 13, 2020 100,000 9,669 109,669 Anvil Financial Management LLC January 1, 2021 9,200 550 9,750 Total 329,200 $ 38,657 $ 367,857 Less: J.P.Carey Inc excess debt conversions to be allocated against other outstanding notes (80,129 ) Less: Ellis International LP excess common stock drawdown to be offset against Ellis convertible note (91,129 ) Less: Unamortized discounts (65,334 ) Net carrying value: September 30, 2021 $ 92,608 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. CONVERTIBLE PROMISSORY NOTES The following is a summary of Convertible Promissory Notes at December 31, 2020: Issuance: Principal Accrued Principal and Date Outstanding Interest Accrued Interest J.P. Carey Inc. March 30, 2017 - $ 20,029 $ 20,029 J.P. Carey Inc May 20, 2020 $ 60,000 8,996 68,996 J.P. Carey Inc June 11, 2020 10,000 - 10,000 Green Coast Capital International April 6, 2020 10,755 848 11,603 Ellis International LP October 13, 2020 100,000 2,190 102,190 Trillium Partners LP December 3, 2020 21,436 258 21,694 Trillium Partners LP December 8, 2020 27,500 145 27,645 Total $ 229,691 $ 32,466 $ 262,157 Less: Unamortized discounts (85,734 ) Net carrying value December 31, 2020 $ 143,957 The derivative fair value of the above at September 30, 2021 and at December 31, 2020 is $237,900 and $1,320,000, respectively . Further information concerning the above Notes is as follows: JP Carey Convertible Note dated March 30, 2017 and assignments. On April 7, 2017, the Company entered into a Settlement Agreement with Joseph Canouse (the Agreement). The Company and Mr. Canouse had been in a dispute regarding what amount, if any, was owed pursuant to a consulting agreement between the parties signed in April 2014. In December 2016, Mr. Canouse obtained a judgment in state court in Georgia and the right to garnish the Companys bank accounts. Pursuant to the Settlement Agreement, the Company agreed to issue an 8% Convertible Note in the principal amount of $82,931 (the Note). The Note was issued to J.P. Carey LLC an entity controlled by Mr. Canouse. Although the Note is dated March 30, 2017, it was issued on April 7, 2017. The note maturity date was September 30, 2017. In return for the issuance of the Note, Mr. Canouse filed a Consent Motion to Withdraw Judgment, dismiss all garnishments, and cease all collection activities. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at the lower of (i) the closing sale price of the common stock on the trading day immediately preceding the closing date, which was $20.00 per share, and (ii) 50% of the lowest sale price for the common stock during the twenty-five (25) consecutive trading days immediately preceding the conversion date or the closing bid price, whichever is lower. Mr. Canouse does not have the right to convert the Note, to the extent that he would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date of September 30, 2017 and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the Note becomes immediately due and payable. The Company defaulted by not paying the principal and interest on September 30, 2017 and has been recording interest at the 24% default rate. The Company also defaulted by being late with filing the Form 10-K on May 29, 2020. During the year ended December 31, 2019, J.P. Carey converted $1,002 of principal into 120,000 shares of the Companys common stock at a price of $0.0084 and J.P. Carey assigned $10,000 of the note to World Market Ventures, LLC and assigned $6,000 of the note to Anvil Financial Management Ltd LLC. The assignments carry the same conversion rights as the original note. World Market Ventures converted $6,000 of principal into 120,000 shares of the Companys common stock at a price of $0.05. Anvil converted $6,000 of principal into 120,000 shares of the Companys common stock at a price of $0.05. At December 31, 2019, the J.P. Carey note balance including accrued interest of $51,980 was $121,910, including the portion assigned to World Market Ventures of $4,000. FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. CONVERTIBLE PROMISSORY NOTES During the year ended December 31, 2020: J.P. Carey converted $30,930 of principal and $18,020 of interest into 1,642,162 shares of the Companys common stock at a price of $0.029. World Market Ventures converted the remaining balance of $4,000 of principal into 72,595 shares of the Companys common stock at a price of $0.0551. On April 6, 2020 JP Carey assigned $35,000 of the note to Green Coast Capital International. The assignment carries the same conversion rights as the original note. During the year ended December 31, 2020 Green Coast converted $24,245 of principal into 859,283 shares of common stock of the Company at an average price of $0.029 and the Company incurred $414 of interest on the assigned note. As of December 31, 2020 and June 30, 2021 the assigned note had a principal balance of $10,755 and an accrued interest balance of $848 and $1,275, respectively, which has been accounted for as having a derivative liability due to the variable conversion price. On August 10, 2021 Green Coast exercised its right to convert the principal balance of $10,755 and accrued interest of $1,389 into 3,238,544 common shares in full settlement. On December 3, 2020 JP Carey assigned $25,000 of the accrued interest balance to Trillium Partners LP. The assignment carried the same conversion rights as the original note. On December 23, 2020 Trillium converted $3,564 of principal, $214 of interest and $1,025 conversion fee into 1,372,200 common stock at an average price of $0.0035. As of December 31, 2020 the assigned note had a principal balance of $21,436 and an accrued interest balance of $258. On January 18, 2021 Trillium converted $8,317 of principal, $310 of interest and $1,025 conversion fee into 2,413,023 common stock at an average price of $0.004 and on January 27, 2021 Trillium converted the remaining balance of $13,119 of principal, $95 of interest and $1,025 conversion fee into 2,819,582 common stock at an average price of $0.00505. As of March 31, 2021 therefore, this assigned note has been fully converted to common shares by Trillium. As of December 31, 2020 the remaining accrued interest on the original JP Carey note was $20,029. During the three months ended March 31, 2021 JPCarey claimed a total of six additional conversions to common stock totaling $120,580, represented $116,080 in accrued interest and $4,500 in conversion fees, and received a total of 22,515,748 common shares at an average price of $0.0545 to fully convert the remaining balance on the note. Adjusting for additional interest expense, the Company believes that a cumulative amount of $80,129 has been received by JPCarey in excess of the remaining balance due. The Company is presently in negotiation with JPCarey to apply this excess to additionally retire the two outstanding JP Carey notes of $60,000 and $10,000, together with all accrued interest thereon. Green Coast Capital International Securities Purchase Agreement and Convertible Note dated April 8, 2020 On April 8, 2020, the Company entered into a Securities Purchase Agreement (the SPA) with Green Coast whereby the Company agreed to sell to the holder convertible notes in amounts up to $150,000. The note holder shall be entitled to a pro rata share of 20% of the net revenues (excluding Brightcove) derived from subscriptions and other sales of Fan Pass, Inc., a wholly owned subsidiary of the Company. The pro rata 20% pays out two times the initial investment and continues at 5% for a period of five years. On April 8, 2020, pursuant to the Securities Purchase Agreement, the Company issued a 0% note to Green Coast with a maturity date of October 8, 2020 and received $35,000 in cash. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at $0.02 per share. On the date of issuance, the Company recorded a derivative liability of $228,000, resulting in derivative expense of $193,000 and a discount against the note of $35,000 to be amortized into interest expense through the maturity date of October 8, 2020. Green Coast exercised its conversion right on November 17, 2020 and received 175,000 common shares in full settlement of the outstanding principal. JP Carey Securities Purchase Agreement and Convertible Note dated May 20, 2020 On May 20, 2020, the Company entered into a Securities Purchase Agreement (the SPA) whereby the Company agreed to sell to the holder convertible notes in amounts up to $60,000. The note holder shall be entitled to a pro rata share of 20% of the net revenues (excluding Brightcove) derived from subscriptions and other sales of Fan Pass, Inc., a wholly owned subsidiary of the Company. The 20% pays out two times the initial investment and continues at 5% for a period of five years. FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. CONVERTIBLE PROMISSORY NOTES On May 20, 2020 the Company issued a 0% interest rate note to JP Carey under this SPA with a maturity date of January 1, 2021 and received $60,000 in cash in three closings; $30,000 on April 9, 2020, $15,000 on May 13, 2020, and $15,000 on May 20, 2020. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at $0.02 per share. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.9% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the note becomes immediately due and payable. Under certain default events the Company may incur a penalty of 20% to 50% of the note principal. Further, if the Company fails to comply with the exchange act the conversion price is the lowest price quoted on the trade exchange during the delinquency period. Upon certain default events the conversion price may change. Therefore, the embedded conversion option is bifurcated and treated as a derivative liability. On the date of issuance, the Company recorded a derivative liability of $233,000, resulting in derivative expense of $173,000 and a discount against the note of $60,000 to be amortized into interest expense through the maturity date. The Company defaulted by being late with filing the Form 10-K on May 29, 2020. The Company accrued $19,767 of interest at the default rate of 24% for the period from May 29, 2020 to September 30, 2021. JP Carey Convertible Note dated June 11, 2020. On June 11, 2020, the issued a 0% note to JP Carey with a maturity date of January 15, 2021 and received $10,000 in cash. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at $0.01 per share. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 9.9% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the note becomes immediately due and payable. Under certain default events the Company may incur a penalty of 20% to 50% of the note principal. Further, if the Company fails to comply with the exchange act the conversion price is the lowest price quoted on the trade exchange during the delinquency period. Upon certain default events the conversion price may change. Therefore, the embedded conversion option is bifurcated and treated as a derivative liability. On the date of issuance, the Company recorded a derivative liability of $63,000, resulting in derivative expense of $53,000 and a discount against the note of $10,000 to be amortized into interest expense through the maturity date. Ellis International LP Convertible Note dated October 13, 2020. On October 13, 2020, the Company issued a 10% convertible note in the principal amount of $100,000 to Ellis International LP with a maturity date of October 13, 2022 and received cash of $95,000 (net of $5,000 deducted for the noteholders legal fees). The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be 75% of the 3 day VWAP as reported by Bloomberg LP for the 3 trading days preceding conversion. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 18% per annum and the note becomes immediately due and payable. At September 30, 2021 and at December 31, 2020 the outstanding balance on the note was $100,000 principal and $9,669 and $2,190 accrued interest, respectively. During the three months ended September 30, 2021 Ellis International LP requested and was issued a total of 16,000,000 common shares against its Convertible Debenture settlement (see Note 4). However, Ellis was only entitled to drawdown a total of 8,709,641 common shares to reach its maximum common shares allocation from its settlement. The excess balance of 7,290,359 common shares, which carried a fair value of $91,129 at the drawdown date based on the Companys trading price of $0.0125 on that date, has been applied as an offset against the outstanding principal of $100,000 on the Ellis convertible note pending resolution of this issue with Ellis. FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. CONVERTIBLE PROMISSORY NOTES Trillium Partners LP Convertible Note dated December 8, 2020 On December 8, 2020, the Company issued a 8% convertible note in the principal amount of $27,500 to Trillium Partners LP with a maturity date of December 8, 2021 and received cash of $25,000 (net of $2,500 deducted for the noteholders legal fees). The Note is convertible into common stock, subject to Rule 144, at any time after the issue date The Conversion Price shall be equal to the lower of: (i) the Fixed Price of $0.001 per share; and (ii) the Variable Conversion Price, being 50% of the lowest trading price for the common stock during the 30 trading day period prior to conversion. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 18% per annum and the note becomes immediately due and payable. On February 4, 2021 and March 10, 2021 Trillium exercised its right of conversion on a total of $21,000 principal, $222 accrued interest and $2,050 conversion fees, and received a total of 3,784,052 of the Companys common shares, at an average of $0.00615 per share, leaving an outstanding principal balance of $6,500 and accrued interest of $1,111 at June 30, 2021. On September 15, 2021 the Company paid off in cash the remaining note liability of $6,500 principal and accrued interest, together with a prepayment penalty of $3,477. Anvil Financial Management, LLC Convertible Note dated January 1, 2021 On January 1, 2021 Company issued a 8% convertible note in the principal amount of $9,200 to Anvil Financial Management, LLC with a maturity date of July 1, 2021 in payment of introducing financing to the Company. The Note was recorded as a discount to be amortized over the debt term. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be equal to the lower of: (i) the Fixed Price of $0.10 per share; and (ii) the Variable Conversion Price, being 60% of the average of the two lowest bid closing trading prices for the common stock during the 10 trading day period prior to conversion. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 9.99% of our outstanding common stock. As additional compensation, Anvil was issued a 5 year warrant to purchase 92,000 of the Companys common stock at a price of $0.25 per share. In accordance with Black Scholes valuation requirements, this Purchase Warrant has a fair value of $2,015, but the relative fair value was recorded as a discount as discussed below. At September 30, 2021 the outstanding balance on the note was $9,200 principal and $550 accrued interest. Trillium Partners LP Convertible Note dated January 22, 2021 On January 22, 2021, the Company issued a 8% convertible note in the principal amount of $27,500 to Trillium Partners LP with a maturity date of January 22, 2022 and received cash of $25,000 (net of $2,500 expense deducted for the noteholders legal fees). The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be equal to the lower of: (i) the Fixed Price of $0.001 per share; and (ii) the Variable Conversion Price, being 50% of the lowest trading price for the common stock during the 30 trading day period prior to conversion. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 18% per annum and the note becomes immediately due and payable. On August 16, 2021 Trillium exercised its right of conversion on the $27,500 principal and $1,218 accrued interest, and received a total of 7,557,245 of the Companys common shares at an average of $0.0038 per share, in full settlement of the note. FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. CONVERTIBLE PROMISSORY NOTES Trillium Partners LP Secured Convertible Note dated March 3, 2021 On March 3, 2021, the Company issued a 10% convertible note in the principal amount of $150,000 to Trillium Partners LP with a maturity date of March 3, 2022 and received cash of $122,500 (net of Original Issue Discount of $15,000 and $12,500 expense deducted for the noteholders legal fees). The $15,000 was recorded as debt discount to be amortized over the debt term. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be equal to the Fixed Price of $0.005 per share. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the Conversion Price becomes the lower of $0.005 per share or 50% of the lowest trading price during the trading day immediately preceding the Conversion Date. In addition, in the event of default where the amount of principal and interest is not paid when due shall bear default interest at the rate of 22% per annum until paid. The note, together with accrued interest, may be prepaid prior to maturity at premiums of between 110% and 135%. The Original Issue Discount of $15,000, deducted from note proceeds, is being amortized to interest expense over the 12 month term of the note. The principal amount and interest is defined under the note agreement as being Senior with priority in right of payment over all other indebtedness of the Company outstanding as of March 3, 2021. In addition, the obligations under the note are secured by a first lien and security interest in all of the assets of the Company pursuant to the terms of a Security Agreement. As further inducement for Trillium to agree to the terms of the note, on March 3, 2021 the Company issued a 5 year Common Stock Purchase Warrant to Trillium for 30,000,000 fully paid and nonassessable shares of the Companys common stock at an exercise price of $0.005 per share. In accordance with Black Scholes valuation requirements, this Purchase Warrant has a fair value of $741,000, but the relative fair value was recorded as a debt discount, as discussed below. On September 10, 2021 and September 23, 2021 Trillium exercised its right of conversion on the $150,000 principal and $7,562 accrued interest, and received a total of 31,551,205 of the Companys common shares, at the rate of $0.005 per share in full settlement of the note. JP Carey Secured Convertible Note dated March 3, 2021 On March 3, 2021, the Company issued a 10% convertible note in the principal amount of $150,000 to JP Carey Enterprises, Inc. with a maturity date of March 3, 2022 and received cash of $122,500 (net of Original Issue Discount of $15,000 and $12,500 expense deducted for the noteholders legal fees). The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be equal to the Fixed Price of $0.005 per share. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the Conversion Price becomes the lower of $0.005 per share or 50% of the lowest trading price during the trading day immediately preceding the Conversion Date. In addition, in the event of default where the amount of principal and interest is not paid when due shall bear default interest at the rate of 22% per annum until paid. The note, together with accrued interest, may be prepaid prior to maturity at premiums of between 110% and 135%. The Original Issue Discount of $15,000, deducted from note proceeds, is being amortized to interest expense over the 12 month term of the note. The principal amount and interest is defined under the note agreement as being Senior with priority in right of payment over all other indebtedness of the Company outstanding as of March 3, 2021. In addition, the obligations under the note are secured by a first lien and security interest in all of the assets of the Company pursuant to the terms of a Security Agreement. As further inducement for JP Carey to agree to the terms of the note, on March 3, 2021 the Company issued a 5 year Common Stock Purchase Warrant to JP Carey for 30,000,000 fully paid and nonassessable shares of the Companys common stock at an exercise price of $0.005 per share. In accordance with Black Scholes valuation requirements, this Purchase Warrant has a fair value of $741,000, but the relative fair value was recorded as a debt discount, as discussed below. At September 30, 2021 the outstanding balance on the note was $150,000 principal and $8,671 accrued interest. FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. CONVERTIBLE PROMISSORY NOTES FirstFire Global Opportunities Fund LLC note dated March 9, 2021 On March 9, 2021, the Company issued a 10% convertible note in the principal amount of $110,000 to FirstFire Global Opportunities Fund LLC with a maturity date of March 9, 2022 and received cash of $88,500 (net of Original Issue Discount of $10,000, a finders fee of $10,000 to Primary Capital LLC and $1,500 expense deducted for the noteholders legal fees). The Company recorded $20,000 of the fees as discounts and expensed $1,500. The Note is convertible into common stock, subject to Rule 144, at any time after 180 days from the issue date. The Conversion Price shall be equal to the Fixed Price of $0.01 per share. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the Conversion Price becomes $0.005 per share. In addition, in the event of default where the amount of principal and interest is not paid when due shall bear default interest at the rate of 20% per annum until paid. The note, together with accrued interest, may be prepaid prior to maturity at a premium of 115%. As further inducement for FirstFire to agree to the terms of the note, on March 10, 2021 the Company issued 3,500,000 common shares to FirstFire as payment for a commitment fee, which had a fair value of $62,300 at time of issuance, but the relative fair value was recorded as debt discount as discussed below. In addition, on March 9, 2021 the Company issued a 3-year Common Stock Purchase Warrant to FirstFire on 3,500,000 fully paid and nonassessable shares of the Companys common stock at an exercise price of $0.025 per share. In accordance with Black Scholes valuation requirements, this Purchase Warrant has a fair value of $66,500, but the relative fair value was recorded as debt discount as discussed below. On March 11, 2021, in addition to the above mentioned finders fee, Primary Capital LLC was also issued a 3 year Common Stock Purchase Warrant for 1,000,000 fully paid and nonassessable shares of the Companys common stock at an exercise price of $0.01 per share and a 3 year Common Stock Purchase Warrant on 350,000 fully paid and nonassessable shares of the Companys common stock at an exercise price of $0.025 per share. In accordance with Black Scholes valuation requirements, the fair value of these Purchase Warrants was $18,000 and $6,300 respectively, but the relative fair value was recorded as debt discount as discussed below. On September 20, 2021 the Company exercised its right to prepay the note and remitted cash totaling $130,000 to FirstFire, representing the prepayment of $110,000 principal, accrued interest of $5,816 and prepayment penalty of $14,184. As discussed above, the Company determined that the conversion options embedded in certain convertible debt meet the definition of a derivative liability. The Company estimated the fair value of the conversion options at the date of issuance, and at September 30, 2021, using Monte Carlo simulations and the following range of assumptions: Volatility 139.96% 234.97% Risk Free Rate 0.04% 0.09% Expected Term 0.25 1.04 Loss on Conversion of Convertible Notes in the Three Months Ended September 30, 2021 The fair value of common shares issued upon conversion of convertible notes during the three months ended September 30, 2021 was $333,451 based on the quoted trading prices of the Companys common stock on conversion dates. The total notes and accrued interest converted was $198,648, resulting in a loss on conversion of $134,803 which is included in derivative expense in the accompanying Statement of Operations. Warrants Issued Related to Notes The Company recorded a relative fair value of $301,411 for all the warrants issued with Notes or issued as finders fees relating to Notes issued in the three months ended March 31, 2021. The discounts are being amortized over the respective Note terms. The following is a summary of activity related to the embedded conversion options derivative liabilities Balance, December 31, 2020 $ 1,320,000 Initial derivative liabilities charged to operations 1,796,835 Initial derivative liabilities recorded as debt discount 74,165 Gain on settlement of derivatives upon conversion and change in fair value of derivatives (2,953,100 ) Balance, September 30, 2021 $ 237,900 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
SHORT TERM LOANS
SHORT TERM LOANS | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SHORT TERM LOANS | 6. SHORT TERM LOANS The Company received short term, interest free, loans of $ 10,000 16,000 15,000 20,000 61,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES The following summarizes the Companys commitments and contingencies as of September 30, 2021: (12) On April 3, 2019, the Company entered into employment agreements with three officers. Pursuant to the agreements, the Company shall pay officers an aggregate annual salary amount of $400,000. Upon a successful launch of the Companys Fan Pass mobile app or website, and the Company achieving various levels of subscribers, the officers are eligible to receive additional bonuses and salary increases. With mutual agreement with the Company, effective August 31, 2020 one of the officers chose early termination of his employment, which reduced the annual commitment for the remaining officers to $300,000. (ii) Lawsuit Contingency-Integrity Media, Inc. Integrity Media, Inc. (Integrity) had previously filed a lawsuit against the Company and the CEO of the Company for $500,000 alleging breach of contract alleging the Company failed to deliver marketable securities in exchange for services. The Company answered the allegations in court and Integrity filed a motion attacking the Companys answers. While the court did not strike those responses, the clerk of the court entered a default judgment against the Company in the amount of $1,192,875 plus 10% interest. On May 8, 2019, the Company received a tentative ruling on the Companys motion to vacate the default judgement whereby the previously entered default judgement was voided and a trial date of August 26, 2019 was set. On September 19, 2019, the Company entered into a Settlement Agreement, as Amended, with Integrity Media settling the civil action known as Integrity Media, Inc. vs. Friendable, Inc. et al., Orange County Case No. 30-2016-00867956-CU-CO-CJC. Pursuant to the Settlement Agreement, the Company agreed to issue to Integrity 750,000 shares of its common stock to be issued in tranches every 30 days or according to the instructions of Integrity, in exchange for 275 of the Companys preferred shares held by Integrity and the cash payment of $30,000 for costs. Robert Rositano, the Companys CEO, has also personally guaranteed the Companys compliance with the terms of the Settlement Agreement. The cash payment is to be made within 6 months of the date of the Settlement Agreement. However, at the date of this filing both the $30,000 cash payment has not been made and the preferred shares have not been returned. Additionally, Integrity will be entitled to additional shares if (i) the price of the Companys common stock is below $1.34 at either the 120 day or 240 day reset dates set forth in the Companys Debt Restructure Agreement as amended entered into with various debt holders on March 26, 2019 effective November 5, 2019. The Company determined that a total of 4,275,000 additional shares would be issuable on the first reset date of March 4, 2020 based on a share price of $0.20 on that date and a total of 7,537,500 additional shares would be issuable on the second reset date of July 2, 2020 based on a share price of $0.08 on that date, for a total of 12,562,500 shares. Integrity will also be entitled to a true-up by the issuance of additional common shares on the issuance date should the share price of the Companys common stock on the issuance date be below $1.00. It was determined by the Company that its liability was $1,005,000 ($750,000 plus a premium of $255,000), in accordance with ASC 480. On August 28, 2020 Integrity requested and was issued 750,000 common shares, which Integrity advised the Company realized $16,625 when sold. Accordingly, at December 31, 2020 the Company reduced its liability payable in common stock from $1,005,000 to $988,375. On October 14, 2020 the Company filed a Declaration with the Santa Clara County Courts challenging Integritys future ability to convert additional shares based on Stock Market Manipulation designed to harm the Companys share price, valuation and number of shares issuable to Integrity following its sales. Additionally, the Company contended that Integrity disregarded the volume limitation set forth in its settlement for the Companys thinly traded securities and caused a potential third party capital investment of $150,000 to be rescinded. The court agreed with the Companys declaration that Integrity should have filed a motion so the Company would have the opportunity to present all arguments and evidence in opposition to deny Integritys application to enter judgment. On June 29, 2021 Integrity Medias attempt to again obtain a motion for entry and enforcement of the judgement was denied in favor of an entirely separate lawsuit, if any, to be brought to try to resolve any disputes with either the original settlement agreement or with the entry of stipulated judgement itself. The matter therefore continues, unresolved. (iii) Lawsuit Contingency- Infinity Global Consulting Group Inc Infinity Global Consulting Group Inc. had previously filed a default judgement on May 29, 2018 in the 11 th (iv) Claim asserted by StockVest On March 11, 2021 the Company received claims asserted by StockVest for (a) the issuance of 1,054,820 common shares (market value of approximately $19,000) representing anti-dilution stock as additional compensation for services provided to the Company pursuant to a certain Consulting, Public Relations and Marketing Letter Agreement dated July 6, 2017, and (b) because said additional stock had not been issued by the Company, StockVest asserted an additional claim for liquidated damages of $155,000. The Company believes that these asserted claims are without merit. Accordingly, no accrued expense at September 30, 2021 has been established for these claims. COVID-19 Disclosure The coronavirus pandemic has at times adversely affected the Companys business and is expected to continue to adversely affect certain aspects of our merchandise offerings and custom artist collections of merchandise specifically. This impact on our operations, supply chains and distribution systems may also impair our ability to raise capital. There is uncertainty around the duration and breadth of the COVID-19 pandemic and, as a result, uncertainty on the ultimate impact on our business. Such impact on the Companys financial condition and operating results cannot be reasonably estimated at this time, since the extent of such impact is dependent on future developments, which are highly uncertain and cannot be predicted |
COMMON AND PREFERRED STOCK
COMMON AND PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
COMMON AND PREFERRED STOCK | 8. COMMON AND PREFERRED STOCK Common Stock: During the year ended December 31, 2020, the Company: Cancelled 2,000 500 Issued 7,005,855 127,524 215,015 Issued 5,736,333 506,667 552,050 Recorded the obligation to issue 36,193,098 63,275,243 Issued 750,000 Issued 7,196,264 Issued 54,076 Recorded the obligation to issue 2,250,000 common shares in consideration for $60,000 received in cash. Issued 26,527,179 common shares upon conversion of Series C preferred stock having a value of $353,678 . During the three months ended March 31, 2021, the Company: Issued 31,532,405 shares of common stock to two convertible note holders for partial conversion of an aggregate of $167,743 of the notes and accrued interest at an average price of approximately $0.0053. Granted 3,500,000 shares of common stock to a noteholder as a commitment fee valued at its relative fair value of $11,924. Issued, from issuable, an additional 40,766,310 shares of common stock based on the second reset date of July 2, 2020 in accordance with the debt restructuring agreement (See Note 5). Issued a total of 5,500,894 common shares on conversion of 23,500 Preferred Series C shares having a redemption value of $36,190, including accrued dividend, plus a premium of $14,399, for an aggregate of $50,589. Settled the common stock subscription receivable of $4,500 against the amount payable in accrued salaries to current directors and officers of the Company. During the three months ended June 30, 2021, the Company: Issued a total of 42,522,600 common shares to the holders of convertible debentures, which were recorded as reclassifications from issuable to issued common shares. Issued 11,496,360 common shares upon conversion of Series C preferred stock having a value of $137,553. Issued 2,555,738 common shares upon conversion of 50 Series A preferred stock Issued 31,029,932 common shares upon conversion of 44,970 Series D preferred stock During the three months ended September 30, 2021, the Company: Issued a total of 8,709,641 common shares to the holders of convertible debentures, which were recorded as reclassifications from issuable to issued common shares. Issued 7,290,359 common shares to a convertible debenture holder in excess of their entitlement valued at $91,129 , which will be offset against a separate convertible note also issued to that holder. Issued 17,799,687 common shares upon conversion of Series C preferred stock having a book value of $162,654. Issued 4,928,511 common shares upon conversion of 52 Series A preferred stock Issued 114,102,488 common shares upon conversion of 75,506 Series D preferred stock Issued 42,352,994 common shares with a fair value of $333,451 upon conversion of convertible notes with bifurcated derivatives and accrued interest, resulting in a loss on conversion of $134,803 which is included in derivative expense. Issued 2,000,000 common shares in payment of services valued at a total of $17,400 based on the quoted trade price of $0.0087 on the grant date. For sales of Series D preferred stock see page 26. Preferred Stock: Series A: The Series A Preferred Stock was authorized in 2014 and is convertible into nine (9) times the number of common stock outstanding at time of conversion until the closing of a Qualified Financing (Through June 30, 2021 Qualified Financing was defined as the sale and issuance of the Companys equity securities that results in gross proceeds in excess of $2,500,000. Effective July 1, 2021 this was amended so that Qualified Financing is now defined as the sale and issuance of the Companys equity securities that results in gross proceeds in excess of $10,000,000.). The number of shares of common stock issued on conversion of Series A preferred stock is based on the ratio of the number of shares of Series A preferred stock converted to the total number of shares of preferred stock outstanding at the date of conversion multiplied by nine (9) times the number of common stock outstanding at the date of conversion. After the qualified financing the conversion shares issuable shall be the original issue price of the Series A preferred stock divided by $0.002. The holders of Series A Preferred stock are entitled to receive non-cumulative dividends when and if declared at a rate of 6% per year. On all matters presented to the stockholders for action the holders of Series A Preferred stock shall be entitled to cast votes equal to the number of shares the holder would be entitled to if the Series A Preferred stock were converted at the date of record. During the year ended December 31, 2019, 588 shares of Series A preferred stock were converted to common stock by two related parties who donated them to the Diocese of Monterey. In addition, 890 Series A shares were converted into 2,018,746 common shares by parties related to the two directors. The 2,018,746 common shares were issuable as of December 31, 2019 and were subsequently issued during the six months ended June 30, 2020. During the six months ended June 30, 2020 two directors converted 3 shares of Series A Preferred Stock into 54,076 shares of common stock. On June 3, 2020 the Company and Eclectic Artists LLC (E Artists) entered into a Partner Agreement and Stock Subscription Agreement, pursuant to which E Artists will engage musical artists and other talent to engage on the Companys FanPass platform, providing live streaming events available through the FanPass mobile application for a term of 18 months. As compensation for bringing the artists to the FanPass platform, E Artists will receive 5% of net revenue attributable to the Fan Pass platform, initially for a period of 18 months. In addition, E Artists will receive Series A preferred stock such that when converted would be equal to 5% of the outstanding common stock. The number of Series A preferred shares was calculated at 118 shares valued at $135,617 based on the quoted trading price of the Companys common stock of $0.0605 on the agreement date and 2,241,596 equivalent common shares. The Company recorded a prepaid expense of $135,617 and has amortized a total of $97,010 as sales and marketing expense for the period through June 30, 2021, which includes amortization of $44,793 for the six months ended June 30, 2021 (2020 $6,682). Concurrent with the issuance of the Series A Shares to E Artists, Robert Rositano, Jr., the Companys CEO and Dean Rositano, the Companys president, returned an aggregate of 118 Series A Preferred shares to the Companys treasury. On May 6, 2021 50 Series A Preferred shares held by a third party were converted to 2,555,738 common shares. After this conversion the total issued and outstanding Series A Preferred shares were reduced from 19,786 to 19,736. On September 2, 2021 52 Series A Preferred shares held by a third party were converted to 4,928,511 common shares. After this conversion the total issued and outstanding Series A Preferred shares were further reduced from 19,736 to 19,684. Series B: On August 8, 2019 the Company filed a Designation of Series B convertible Preferred Stock with the state of Nevada, designating 1,000,000 shares of the Series B Preferred Stock with a stated value of $1.00 per share. A holder of Series B Preferred Stock has the right to convert their Series B Preferred Stock into fully paid and non-assessable shares of Common Stock. Initially, the conversion price for the Series B Preferred Stock is $.25 per share, subject to standard anti-dilution adjustments. Additionally, each share of Series B Preferred Stock shall be entitled to, as a dividend, a pro rata portion of an amount equal to 10% (Ten Percent) of the Net Revenues (Net Revenues being Gross Sales minus Cost of Goods Sold) derived from the subscriptions and other sales, but excluding and net of Vimeo fees, processing fees and up sells, generated by Fan Pass Inc., the wholly-owned subsidiary of the Corporation. The Series B Dividend shall be calculated and paid on a monthly basis in arrears starting on the day 30 days following the first day of the month following the initial issuance of the Series B Preferred and continuing for a period of 60 (Sixty) months. The holders of Series B Preferred stock shall have no voting rights. The holders of Series B Preferred stock shall not be entitled to receive any dividends other than noted above. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the holders of shares of Series B Preferred Stock shall be entitled to be paid the liquidation amount, as defined out of the assets of the Company available for distribution to its shareholders, after distributions to holders of the Series A Preferred Stock and before distributions to holders of Common Stock. During the year ended December 31, 2019, the Company entered into Security Purchase Agreements with various investors for the purchase of 205,000 shares Series B convertible Preferred stock and received $205,000 in cash. Each Series B Preferred share is convertible into 4 shares of common stock valued at $0.25. During the year ended December 31, 2019, The Company entered into a Security Purchase Agreements with a related party for the purchase of 79,000 shares Series B Preferred stock. The $79,000 was settled against accounts payable owed to the related party. Each Series B Preferred share is convertible into 4 shares of common stock valued at $0.25. Series C: On November 25, 2019 the Company filed a Designation of Series C convertible Preferred Stock with the state of Nevada, designating 1,000,000 shares of the Series C Preferred Stock with a stated value of $1.00 per share. The Series C Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior with respect to dividends with the Companys common stock, par value 0.0001 per share (Common Stock) (the Series C Preferred Stock will convert into common stock immediately upon liquidation and be pari passu with the common stock in the event of litigation), and (b) junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Company. The Series C Preferred Stock does not have any voting rights. Each share of Series C Preferred Stock will carry an annual dividend in the amount of eight percent (8%) of the Stated Value of $1.00 (the Divided Rate), which shall be cumulative and compounded daily, payable solely upon redemption, liquidation or conversion and increase to 22% upon an event of default as defined. In the event of any default other than the Companys failure to issue shares upon conversion, the stated price will be $1.50. In a default event where the Company fails to issue shares upon conversion, the stated price will be $2.00. The holder shall have the right six months following the issuance date, to convert all or any part of the outstanding Series C Preferred Stock into shares of common stock of the Company. The conversion price shall equal the Variable Conversion Price. The Variable Conversion Price shall mean 71% multiplied by the market price, representing a discount rate of 29%. Market price means the average of the two lowest trading prices for the Companys common stock during the twenty trading day period ending on the latest complete trading day prior to the conversion date. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or upon any deemed liquidation event, after payment or provision for payment of debts and other liabilities of the Company, and after payment or provision for any liquidation preference payable to the holders of any Preferred Stock ranking senior upon liquidation to the Series C Preferred Stock, if any, but prior to any distribution or payment made to the holders of Common Stock or the holders of any Preferred Stock ranking junior upon liquidation to the Series C Preferred Stock by reason of their ownership thereof, the Holders will be entitled to be paid out of the assets of the Company available for distribution to its stockholders. The Company will have the right, at the Companys option, to redeem all or any portion of the shares of Series C Preferred Stock, exercisable on not more than three trading days prior written notice to the Holders, in full, in accordance with Section 6 of the designations at a premium of up to 35% for up to six months. Companys mandatory redemption: On the earlier to occur of (i) the date which is twenty-four (24) months following the Issuance Date and (ii) the occurrence of an Event of Default (the Mandatory Redemption Date), the Company shall redeem all of the shares of Series C Preferred Stock of the Holders (which have not been previously redeemed or converted). During the year ended December 31, 2019, 149,300 shares of Series C convertible preferred stock were issued to an investor under preferred stock purchase agreements at a price of approximately $0.91 per share for a total of $136,000. Due to the mandatory redemption feature, these shares are reflected as a current liability at December 31, 2019. Furthermore, because these shares are convertible at 71% of the common shares market price around the time of the conversion date, they are treated as a stock settled debt under ASC 480 with a premium of $55,549 recorded and charged to interest expense. The total amount is reflected at $191,549 at December 31, 2019. As of June 30, 2020, the Company has revalued the shares and premiums at the stated value of $1.50 per share in accordance with the events discussed below. On May 29, 2020 the Company defaulted on the shares by being late with the filing of the Form 10-K, thereby increasing the dividend rate to 22% and the stated value to $1.50 per share. During the three months ended March 31, 2020, 38,000 shares of Series C convertible preferred stock were issued to an investor under preferred stock purchase agreements at a price of approximately $0.87 per share for a total of $33,000. Because Series C preferred shares are convertible at 71% of the common shares market price around the time of the conversion date, they are treated as a stock settled debt under ASC 480 with a total premium of $114,755 recorded as of June 30, 2020. In addition, the Company recorded a cumulative dividend payable of $11,885 as of June 30,2020 to the mandatorily redeemable Series C convertible preferred stock liability with this amount being recorded as interest expense since the Series C liability must be reflected at redemption value. During the three months ended September 30, 2020 the holder of the Series C converted 62,500 Series C shares to 3,822,958 common shares for a redemption value of $96,750 including accrued dividends plus premium of $38,292, which totaled $135,042 recorded into equity. During the three months ended December 31, 2020 a holder of the Series C converted 101,300 Series C shares to 22,704,221 common shares for a redemption value of $218,655 including accrued dividends, plus premium, recorded into equity. In addition, during the three months ended December 31,2020 a total of 149,600 shares of Series C convertible preferred stock were issued to two investors under preferred stock purchase agreements, at a price of approximately $0.91 per share, for a total of $136,000 cash and premiums totaling $60,302 were recorded during this period with respect to these issuances. At December 31, 2020 the remaining liability totals $285,605, represented by a remaining balance of $184,850 in redeemable Series C stock, together with the related premium of $74,701 and accrued dividends of $26,054. During the three months ended March 31, 2021 a holder of the Series C converted 23,500 Series C shares to 5,500,894 common shares for a redemption value of $50,589 including accrued dividends, plus premium, recorded into equity. In addition, during the three months ended March 31, 2021 a total of 296,450 shares of Series C convertible preferred stock were issued to two investors under preferred stock purchase agreements, at a price of approximately $0.91 per share, for a total of $269,350 cash and premiums totaling $121,084 were recorded during this period with respect to these issuances. At March 31, 2021 the remaining liability totals $634,143 represented by a remaining balance of $446,050 in redeemable Series C stock, together with the related premium of $181,385 and accrued dividends of $6,708. During the three months ended June 30, 2021 the Company elected to redeem and cancelled 36,300 Series C shares through the payment of $50,938, which represented 135% of the outstanding principal of $36,300 and accrued dividend of $1,432. A holder of the Series C converted 84,700 Series C shares to 11,496,360 common shares for a redemption value of $137,553 including accrued dividends, plus premium, recorded into equity. In addition, during the three months ended June 30, 2021 a total of 92,125 shares of Series C convertible preferred stock were issued to an investors under preferred stock purchase agreements, at a price of approximately $0.91 per share, for a total of $83,750 cash and premiums totaling $37,629 were recorded during this period with respect to these issuances. At June 30, 2021 the remaining liability totals $597,490 represented by a remaining balance of $417,175 in redeemable Series C stock, together with the related premium of $169,550 and accrued dividends of $10,765. During the three months ended September 30, 2021 the Company elected to redeem and cancelled 58,850 Series C shares through the payment of $82,408, which represented 135% of the outstanding principal of $58,850 and accrued dividend of $2,192. A holder of the Series C converted 95,700 Series C shares to 17,799,687 common shares for a redemption value of $162,654 including accrued dividends, plus premium, recorded into equity. In addition, during the three months ended September 30, 2021 a total of 178,750 shares of Series C convertible preferred stock were issued to an investor under preferred stock purchase agreements, at a price of approximately $0.91 per share, for a total of $162,500 cash and premiums totaling $73,011 were recorded during this period with respect to these issuances. At September 30, 2021 the remaining liability totals $633,590 represented by a remaining balance of $441,375 in redeemable Series C stock, together with the related premium of $179,435 and accrued dividends of $12,780. Series D In conjunction with the Companys intention to raise future financing of up to $5 million through an offering of up to 500,000 Series D convertible Preferred Stock at the offering price of $10.00 per share, on March 29, 2021 the Company received a Notice of Qualification from the Securities and Exchange Commission indicating approval from the Company to proceed with the offering pursuant to Tier 2 of Regulation A of the Securities Act, which provides exemption from registration of such securities. Each Series D preferred share is convertible, at the option of the holder, at any time, into nonassessable common shares at 80% of the average closing price reported on OTCMarkets (a) for the 20 trading days preceding conversion through June 30, 2021 and (b) for the 10 trading days preceding conversion effective July 1, 2021. On April 5, 2021 the Company filed the necessary Certificate of Designation with the state of Nevada to designate 500,000 shares of Series D Preferred stock from the Companys total authorized and unissued Preferred Stock. During the three months ended June 30, 2021 the Company received a total of $850,000 from the sale of 85,000 Series D Convertible Preferred Stock, and incurred offering costs of $31,309. In addition, during that period 44,970 Series D Preferred shares were subsequently converted to 31,029,932 common shares at an average conversion rate of $0.01449 per common share, resulting in a remaining balance at June 30, 2021 of 40,030 Series D Preferred. During the three months ended September 30, 2021 the Company received a total of $760,000 from the sale of 76,000 Series D Convertible Preferred Stock. In addition, during that period 75,506 Series D Preferred shares were subsequently converted to 114,102,488 common shares at an average conversion rate of $0.00662 per common share, resulting in a remaining balance at September 30, 2021 of 40,524 Series D Preferred. |
SHARE PURCHASE WARRANTS
SHARE PURCHASE WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Share Purchase Warrants | |
SHARE PURCHASE WARRANTS | 9. SHARE PURCHASE WARRANTS Activity in 2021 is as follows: Common stock warrants Number of Weighted Average Weighted Average Warrants Exercise Price $ Remaining Life (Years) Balance outstanding, December 31, 2020 60,908 72.00 0.3 Expired (60,908 ) (72.00 ) (0.3 ) Granted 65,567,000 0.0065 4.18 Balance outstanding, September 30, 2021 65,567,000 $ 0.0065 4.18 Preferred Series D warrants Number of Weighted Average Weighted Average Warrants Exercise Price $ Remaining Life (years) Balance outstanding, December 31, 2020 - - - Granted 3,500 10.00 4.18 Balance outstanding, September 30, 2021 3,500 10.00 4.18 The Preferred Series D warrants, when exercised at the price of $10.00 per share, are then convertible to common shares at 80% of the Company’s average closing stock price over 10 trading days prior to conversion, which would equal 6,730,769 common shares at September 30, 2021. On January 1, 2021 the Company issued warrants to Anvil Financial Management LLC to purchase up to 92,000 0.25 5 On March 9, 2021 the Company issued warrants to First Fire Global Opportunities Fund LLC to purchase up to 3,500,000 110,000 0.025 3 On the initial measurement date, applying the applicable Black Scholes valuation, the relative fair value of the warrants was recorded as a debt discount and an increase to paid-in capital. See Note 5 Warrants issued related to Notes. On March 11, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 1,350,000 On March 3, 2021 the Company issued warrants to JP Carey Enterprises, Inc. to purchase up to 30,000,000 shares of the Companys common stock (the Warrants) in connection with providing the Company with financing through a Convertible Promissory Note with the principal value of $ 150,000 . The warrants are exercisable at any time on or after the date of issuance at the price of $ 0.005 per share and entitles JPCarey to purchase the Companys common stock for a period of up to 5 years from March 3, 2021. On the initial measurement date, applying the applicable Black Scholes valuation, the relative fair value of the warrants was recorded as a debt discount and an increase to paid-in capital. See Note 5 Warrants issued related to Notes. On March 3, 2021 the Company issued warrants to Trillium Partners LP to purchase up to 30,000,000 150,000 0.005 5 On May 6, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 2,500 10.00 5 25,000 On August 9, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 1,000 10.00 5 10,000 On September 10, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 625,000 10.00 5 6,250 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 10. STOCK-BASED COMPENSATION Number of Stock Weighted Average Weighted Average Options $ (Years) Balance outstanding, December 31, 2020 - - - Granted 16,500,000 $ 0.0141 2.0 Balance outstanding, September 30, 2021 16,500,000 $ 0.0141 2.0 On November 22, 2011, the Board of Directors of the Company approved a stock option plan (2011 Stock Option Plan), the purpose of which is to enhance the Companys stockholder value and financial performance by attracting, retaining and motivating the Companys officers, directors, key employees, consultants and its affiliates and to encourage stock ownership by such individuals by providing them with a means to acquire a proprietary interest in the Companys success through stock ownership. Under the 2011 Stock Option Plan, officers, directors, employees and consultants who provide services to the Company may be granted options to acquire common shares of the Company. The aggregate number of options authorized by the plan shall not exceed 4,974 There are 7 shares of common stock reserved for issuance under the 2014 Plan. The Board shall have the power and authority to make grants of stock options to employees, directors, consultants and independent contractors who serve the Company and its affiliates. Any stock options granted under the 2014 Plan shall have an exercise price equal to or greater than the fair market value of the Companys shares of common stock. Unless otherwise determined by the Board of Directors, stock options shall vest over a four 1 for 18,000 During January, 2021 the Company awarded stock options to its 5 employees totaling 5 million 2 10 million 3 0.014 1.5 million 3 0.015 $65,024 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 11. FAIR VALUE MEASUREMENTS ASC 820, Fair Value Measurements and Disclosures, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment. Level 2 Level 2 applies to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity. Pursuant to ASC 825, cash is based on Level 1 inputs. The Company believes that the recorded values of accounts receivable and accounts payable approximate their current fair values because of their nature or respective relatively short durations. The fair value of the Companys convertible debentures and promissory note approximates their carrying values as the underlying imputed interest rates approximates the estimated current market rate for similar instruments. As of September 30, 2021 there were derivatives measured at fair value on a recurring basis (see note 5) presented on the Companys balance sheet, as follows: Liabilities at Fair Value September 30, 2021 Level 1 Level 2 Level 3 Total Embedded conversion options derivative liabilities - - $ 237,900 $ 237,900 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS Subsequent to September 30, 2021 the Company received $250,000 from the sales of 25,000 Series D Convertible Preferred Stock at $10.00 per share. In connection with these sales, the Company paid Primary Capital finders fees totaling $12,500 and issued 5 year Warrants on 1,250,000 common shares at an exercise price of $0.01 per share. Subsequent to September 30, 2021 the Company issued 5,224,075 common shares to the holder of convertible debentures, which were recorded as reclassifications from issuable to issued common shares. Subsequent to September 30, 2021 the Company issued 7,519,927 common shares on conversion of 50 Series A preferred stock. Subsequent to September 30, 2021 the Company issued a total of 26,574,626 common shares on conversion of 13,892 Series D Preferred Stock, an at average conversion of $0.00523 per share. Subsequent to September 30, 2021 the Company issued a total of 12,581,572 common shares to a holder of Series C preferred stock on conversion of $42,625 principal and $1,705 accrued dividends at an average conversion rate of $0.00352 per share. On October 21, 2021 the Company signed a non-binding Letter of Intent to acquire all of the assets of Artist Republik, Inc. in consideration for the issuance of common stock of the Company equal to 37% of the common stock issued and outstanding (presently estimated to be 37% of 457,072,368, or 169,116,776 common shares). The transaction is scheduled to close in November, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The unaudited consolidated financial statements include all the accounts of the Company and all of its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The Companys fiscal year end is December 31. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the U.S. GAAP) for interim financial information. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. These unaudited consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the year ended December 31, 2020 of the Company which were included in the Companys annual report on Form 10-K as filed with the Securities and Exchange Commission April 28, 2021. |
Use of Estimates | Use of Estimates The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to valuation of convertible debenture conversion options, derivative instruments, deferred income tax asset valuations, financial instrument valuations, share-based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Revenue Recognition | Revenue Recognition In accordance with ASC 606, revenue is recognized when the following criteria have been met; valid contracts are identified with specific customers, performance obligations have been identified, price is determinable, price is allocated to performance obligations, and the Company has satisfied the performance obligations. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. During the three and nine months ended September 30, 2021 the Company derived its only revenue of $ 1,866 4,780 109,500 319,331 1,892 3,340 . Subsequent to the launch of the Fan Pass app in July, 2020 and pursuant to various agreements between Fan Pass, Inc. and music artists, managers, talent agencies, partners and/or record labels and certain round one investors and convertible noteholders (collectively, Revenue Share Participants) such individuals and/or entities are eligible to receive a share of net proceeds derived by the Company from subscription receipts from the Fan Pass app and from merchandise sales. The Company has established an Artist Pool equal to 40% of net Fan Pass Fan Subscriptions received, in which the pool is paid out to individual artists based on fan activity or Content Views within an artists channel on the Fan Pass app. Additionally, a standard 50% of net merchandise sales (created by Fan Pass for each artist) received or sold by each artist is shared with each artist. In some instances, the Company may adjust the sharing percentage for special situation artists or Mega Stars who may command a different merchandise split. Certain investors, along with Series B Preferred stockholders, are entitled to proportionately participate in an Investor Pool equal to approximately 4% of net subscription and net merchandising sales receipts. In addition, as compensation for bringing music artists to perform for the initial Fan Pass app launch, Eclectic Artists is eligible receive 5% of Fan Pass net revenue, and the holder of a convertible note is entitled to receive a prorated share of 20% of Fan Pass net revenue up to $70,000 and, thereafter, a prorated share of 5% of Fan Pass net revenue for 5 years. Net revenue is defined as gross receipts, minus source commissions and other cost of goods sold as defined in the agreements, including deduction for the cost of merchandise, hosting, streaming and other platform and processing fees. During the three and nine months ended September 30, 2021 the Company incurred a revenue sharing expense of $ 920 2,124 2,308 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Sales and Marketing Costs | Sales and Marketing Costs The Companys policy regarding sales and marketing costs is to expense such costs when incurred. During the three and nine months ended September 30, 2021, the Company incurred $ 127,269 393,321 30,081 82,335 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Derivative liabilities | Derivative liabilities The Company has a financial instrument associated with a debt restructuring agreement and conversion options embedded in convertible debt. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entitys Own Equity In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019 and the adoption did not have any impact on its consolidated financial statement and there was no cumulative effect adjustment. |
Stock-based Compensation | Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Companys stock price as well as assumptions regarding a number of subjective variables. These subjective variables include but are not limited to the Companys expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. During January 2021, the Company awarded stock options to its 5 employees totaling 5 million 2 10 million 3 0.014 1.5 million 3 0.015 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company monitors its outstanding receivables for timely payments and potential collection issues. At September 30, 2021 and December 31, 2020, the Company did not have any allowance for doubtful accounts. |
Financial Instruments | Financial Instruments Financial assets and financial liabilities are recognized in the balance sheet when the Company has become party to the contractual provisions of the instruments. The Companys financial instruments consist of accounts receivable, accounts payable, convertible debentures, stock settled debt, derivatives, mandatorily redeemable Series C Preferred stock and promissory notes. The fair values of these financial instruments approximate their carrying value, due to their short-term nature, and current market rates for similar financial instruments. Fair value of a financial instrument 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. The Companys financial instruments recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. |
Concentrations | Concentrations In each of the two years in the period ended December 31, 2020 the Company derived approximately 99% of its revenue from one client by providing certain project based software development services. That project was completed by the end of 2020. Since January 1, 2021 the Companys sole source of revenue has been minimal receipts from subscribers to the Friendable and Fan Pass apps and from Fan Pass related merchandising sales. There are inherent risks whenever a large percentage of total revenues are concentrated with one primary client. It is not possible for us to predict the future level of demand for our services that will be generated by this client or the future demand for technology and software products and services from other similar clients. Until revenues generated from the Friendable and Fan Pass apps increase significantly the loss of this primary client, or the failure to retain similar clients, will negatively affect our revenues and results of operations and/or trading price of our common stock. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2021, there were approximately 4,190,838,922 Potential dilutive shares 88,797,769 Warrants and Stock Options outstanding 56,083,822 Common shares issuable upon conversion of convertible debt 3,863,720,412 Common shares issuable upon conversion of Preferred Series A shares 1,136,000 Common shares issuable upon conversion of Preferred Series B shares 103,170,150 Common shares issuable upon conversion of Preferred Series C shares 77,930,769 Common shares issuable upon conversion of Preferred Series D shares 4,190,838,922 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entitys Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entitys Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Potential dilutive shares | Potential dilutive shares |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 88,797,769 Warrants and Stock Options outstanding 56,083,822 Common shares issuable upon conversion of convertible debt 3,863,720,412 Common shares issuable upon conversion of Preferred Series A shares 1,136,000 Common shares issuable upon conversion of Preferred Series B shares 103,170,150 Common shares issuable upon conversion of Preferred Series C shares 77,930,769 Common shares issuable upon conversion of Preferred Series D shares 4,190,838,922 |
CONVERTIBLE DEBENTURES (Tables)
CONVERTIBLE DEBENTURES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debenture Assumptions Used [Table Text Block] | |
CONVERTIBLE DEBENTURES | November 5, 2019 December 31, 2019 June 30, 2020 Volatility 617% 738.1% 293.6% Risk Free Rate 1.59% 1.6% .13% Expected Term 0.66 0.5 0.01 |
summary of activity related to the reset provision derivative liability | The following is a summary of activity related to the reset provision derivative liability |
CONVERTIBLE DEBENTURES (Details 2) | Balance, Derivative Liability at December 31, 2019 $ 12,778,000 Record obligation to issue additional shares (13,474,821 ) Loss on settlement of derivative 640,821 Loss on change in fair value of derivative 56,000 Balance, Reset provision derivative liability at December 31, 2020 and September 30, 2021 $ - |
CONVERTIBLE PROMISSORY NOTES (T
CONVERTIBLE PROMISSORY NOTES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
summary of Convertible Promissory Notes | The following is a summary of Convertible Promissory Notes Issuance Principal Accrued Principal and Date Outstanding Interest Accrued interest J.P.Carey Inc. May 20, 2020 $ 60,000 $ 19,767 $ 79,767 J.P.Carey Inc. June 11, 2020 10,000 - 10,000 J.P.Carey Inc. March 3, 2021 150,000 8,671 158,671 Ellis International LP October 13, 2020 100,000 9,669 109,669 Anvil Financial Management LLC January 1, 2021 9,200 550 9,750 Total 329,200 $ 38,657 $ 367,857 Less: J.P.Carey Inc excess debt conversions to be allocated against other outstanding notes (80,129 ) Less: Ellis International LP excess common stock drawdown to be offset against Ellis convertible note (91,129 ) Less: Unamortized discounts (65,334 ) Net carrying value: September 30, 2021 $ 92,608 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. CONVERTIBLE PROMISSORY NOTES The following is a summary of Convertible Promissory Notes at December 31, 2020: Issuance: Principal Accrued Principal and Date Outstanding Interest Accrued Interest J.P. Carey Inc. March 30, 2017 - $ 20,029 $ 20,029 J.P. Carey Inc May 20, 2020 $ 60,000 8,996 68,996 J.P. Carey Inc June 11, 2020 10,000 - 10,000 Green Coast Capital International April 6, 2020 10,755 848 11,603 Ellis International LP October 13, 2020 100,000 2,190 102,190 Trillium Partners LP December 3, 2020 21,436 258 21,694 Trillium Partners LP December 8, 2020 27,500 145 27,645 Total $ 229,691 $ 32,466 $ 262,157 Less: Unamortized discounts (85,734 ) Net carrying value December 31, 2020 $ 143,957 |
[custom:DisclosureConvertiblePromissoryNotesDetailsAbstract] | Issuance Principal Accrued Principal and Date Outstanding Interest Accrued interest J.P.Carey Inc. May 20, 2020 $ 60,000 $ 19,767 $ 79,767 J.P.Carey Inc. June 11, 2020 10,000 - 10,000 J.P.Carey Inc. March 3, 2021 150,000 8,671 158,671 Ellis International LP October 13, 2020 100,000 9,669 109,669 Anvil Financial Management LLC January 1, 2021 9,200 550 9,750 Total 329,200 $ 38,657 $ 367,857 Less: J.P.Carey Inc excess debt conversions to be allocated against other outstanding notes (80,129 ) Less: Ellis International LP excess common stock drawdown to be offset against Ellis convertible note (91,129 ) Less: Unamortized discounts (65,334 ) Net carrying value: September 30, 2021 $ 92,608 FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. CONVERTIBLE PROMISSORY NOTES The following is a summary of Convertible Promissory Notes at December 31, 2020: Issuance: Principal Accrued Principal and Date Outstanding Interest Accrued Interest J.P. Carey Inc. March 30, 2017 - $ 20,029 $ 20,029 J.P. Carey Inc May 20, 2020 $ 60,000 8,996 68,996 J.P. Carey Inc June 11, 2020 10,000 - 10,000 Green Coast Capital International April 6, 2020 10,755 848 11,603 Ellis International LP October 13, 2020 100,000 2,190 102,190 Trillium Partners LP December 3, 2020 21,436 258 21,694 Trillium Partners LP December 8, 2020 27,500 145 27,645 Total $ 229,691 $ 32,466 $ 262,157 Less: Unamortized discounts (85,734 ) Net carrying value December 31, 2020 $ 143,957 |
The Company estimated the fair value of the conversion options at the date of issuance, and at September 30, 2021, using Monte Carlo simulations and the following range of assumptions: | The Company estimated the fair value of the conversion options at the date of issuance, and at September 30, 2021, using Monte Carlo simulations and the following range of assumptions: |
CONVERTIBLE PROMISSORY NOTES (Details 2) | Volatility 139.96% 234.97% Risk Free Rate 0.04% 0.09% Expected Term 0.25 1.04 |
summary of activity related to the embedded conversion options derivative liabilities | The following is a summary of activity related to the embedded conversion options derivative liabilities |
CONVERTIBLE PROMISSORY NOTES (Details 3) | Balance, December 31, 2020 $ 1,320,000 Initial derivative liabilities charged to operations 1,796,835 Initial derivative liabilities recorded as debt discount 74,165 Gain on settlement of derivatives upon conversion and change in fair value of derivatives (2,953,100 ) Balance, September 30, 2021 $ 237,900 |
SHARE PURCHASE WARRANTS (Tables
SHARE PURCHASE WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share Purchase Warrants | |
Activity in 2021 is as follows: | Activity in 2021 is as follows: Common stock warrants Number of Weighted Average Weighted Average Warrants Exercise Price $ Remaining Life (Years) Balance outstanding, December 31, 2020 60,908 72.00 0.3 Expired (60,908 ) (72.00 ) (0.3 ) Granted 65,567,000 0.0065 4.18 Balance outstanding, September 30, 2021 65,567,000 $ 0.0065 4.18 Preferred Series D warrants Number of Weighted Average Weighted Average Warrants Exercise Price $ Remaining Life (years) Balance outstanding, December 31, 2020 - - - Granted 3,500 10.00 4.18 Balance outstanding, September 30, 2021 3,500 10.00 4.18 |
[custom:DisclosureSharePurchaseWarrantsDetailsAbstract] | Number of Weighted Average Weighted Average Warrants Exercise Price $ Remaining Life (Years) Balance outstanding, December 31, 2020 60,908 72.00 0.3 Expired (60,908 ) (72.00 ) (0.3 ) Granted 65,567,000 0.0065 4.18 Balance outstanding, September 30, 2021 65,567,000 $ 0.0065 4.18 Preferred Series D warrants Number of Weighted Average Weighted Average Warrants Exercise Price $ Remaining Life (years) Balance outstanding, December 31, 2020 - - - Granted 3,500 10.00 4.18 Balance outstanding, September 30, 2021 3,500 10.00 4.18 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | |
STOCK-BASED COMPENSATION | Number of Stock Weighted Average Weighted Average Options $ (Years) Balance outstanding, December 31, 2020 - - - Granted 16,500,000 $ 0.0141 2.0 Balance outstanding, September 30, 2021 16,500,000 $ 0.0141 2.0 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Liabilities at Fair Value | As of September 30, 2021 there were derivatives measured at fair value on a recurring basis (see note 5) presented on the Companys balance sheet, as follows: Liabilities at Fair Value September 30, 2021 |
FAIR VALUE MEASUREMENTS | Level 1 Level 2 Level 3 Total Embedded conversion options derivative liabilities - - $ 237,900 $ 237,900 |
NATURE OF BUSINESS AND GOING _2
NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | Nov. 25, 2019 | Aug. 08, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 02, 2021 | Mar. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 760,000 | $ 850,000 | $ 1,610,000 | |||||||||||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||||
Working Capital Deficit | $ 4,336,962 | $ 4,336,962 | ||||||||||||
Retained Earnings (Accumulated Deficit) | 38,539,915 | 38,539,915 | $ 36,569,246 | |||||||||||
Stockholders' Equity Attributable to Parent | 4,336,962 | $ 5,404,352 | $ 7,216,163 | $ 4,015,965 | 9,468,201 | $ 8,989,333 | 4,336,962 | 4,015,965 | $ 5,288,362 | $ 15,970,305 | ||||
Net Income (Loss) Attributable to Parent | $ 319,262 | (833,549) | 2,484,956 | 208,558 | 733,613 | 1,547,616 | 1,970,669 | 2,489,787 | ||||||
Net Cash Provided by (Used in) Operating Activities | $ 1,843,633 | 260,931 | ||||||||||||
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Preferred Stock, Shares Designated | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred Stock, Voting Rights | The holders of Series B Preferred stock shall have no voting rights. | |||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | ||||||||||||||
Preferred Stock, Shares Issued | 284,000 | 284,000 | 284,000 | |||||||||||
Stockholders' Equity Attributable to Parent | $ (28) | (28) | (28) | (28) | (28) | (28) | $ (28) | (28) | $ (28) | (28) | ||||
Net Income (Loss) Attributable to Parent | ||||||||||||||
Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | ||||||||||||||
Preferred Stock, Shares Designated | 1,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1 | |||||||||||||
Preferred Stock, Voting Rights | The Series C Preferred Stock does not have any voting rights. | |||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 515,900 | 33,000 | ||||||||||||
Preferred Stock, Shares Issued | 441,375 | 441,375 | 173,100 | |||||||||||
Convertible Preferred Stock [Member] | Series D Preferred Stock [Member] | ||||||||||||||
Preferred Stock, Shares Designated | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||
Proceeds from Issuance of Convertible Preferred Stock, Shares | 76,000 | 85,000 | 161,000 | |||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 760,000 | 850,000 | $ 1,610,000 | |||||||||||
Common shares issued on conversion of Series D preferred, Shares | (75,506) | (44,970) | 120,476 | |||||||||||
Preferred Stock, Shares Issued | 40,524 | 40,524 | 0 | |||||||||||
Stockholders' Equity Attributable to Parent | $ (405,240) | $ (400,300) | $ (405,240) | |||||||||||
Net Income (Loss) Attributable to Parent | ||||||||||||||
Common Stock [Member] | ||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | ||||||||||||||
Common shares issued on conversion of Series D preferred, Shares | 114,102,488 | 31,029,932 | 145,132,420 | |||||||||||
Stockholders' Equity Attributable to Parent | $ (41,775) | $ (22,057) | (13,297) | (2,122) | (1,026) | (797) | $ (41,775) | $ (2,122) | $ (5,167) | $ (438) | ||||
Net Income (Loss) Attributable to Parent |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,190,838,922 |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 88,797,769 |
Common Stock Issuable [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 56,083,822 |
Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,863,720,412 |
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,136,000 |
Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 103,170,150 |
Convertible Preferred Stock [Member] | Series D Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 77,930,769 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 31, 2021 | Jun. 30, 2014 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||||||
Revenues | $ 1,866 | $ 111,392 | $ 4,780 | $ 322,671 | ||||
Revenue Shares Expenses | 920 | 402 | 2,124 | 402 | ||||
Accounts Payable and Accrued Liabilities, Current | 2,731,409 | 2,731,409 | $ 2,447,706 | |||||
Marketing and Advertising Expense | 127,269 | 30,081 | $ 393,321 | 82,335 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,190,838,922 | |||||||
Stock Option [Member] | ||||||||
Product Information [Line Items] | ||||||||
No. of Vested Common Shares | 5 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | 2 years | ||||||
Stock Option [Member] | ||||||||
Product Information [Line Items] | ||||||||
No. of Vested Common Shares | 10 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.014 | |||||||
Stock Options [Member] | ||||||||
Product Information [Line Items] | ||||||||
No. of Vested Common Shares | 1,500,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.015 | |||||||
Subscription and Circulation [Member] | ||||||||
Product Information [Line Items] | ||||||||
Revenues | 1,866 | 1,892 | $ 4,780 | 3,340 | ||||
Revenue Shares Expenses | 920 | 2,124 | ||||||
Accounts Payable and Accrued Liabilities, Current | 2,308 | 2,308 | ||||||
Technology Service [Member] | ||||||||
Product Information [Line Items] | ||||||||
Revenues | $ 109,500 | $ 319,331 |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 480,884 | $ 369,558 | |||
Cost of Revenue | $ 7,500 | $ 12,000 | 22,500 | 33,000 | |
Research and Development Expense, Software (Excluding Acquired in Process Cost) | 575,000 | 332,834 | |||
Payments for Rent | 45,000 | $ 45,000 | |||
Stockholders' Equity Note, Subscriptions Receivable | $ 4,500 | ||||
Due to Related Parties, Current | 55,821 | 55,821 | 190,320 | ||
Director and Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Due to Related Parties, Current | $ 1,138,908 | $ 1,138,908 | $ 918,408 |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details) | 6 Months Ended | 10 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Nov. 05, 2019 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |||
Volatility | 293.60% | 617.00% | 738.10% |
Risk Free Rate | 0.13% | 1.59% | 1.60% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 days | 7 months 28 days | 6 months |
CONVERTIBLE DEBENTURES (Detai_2
CONVERTIBLE DEBENTURES (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Offsetting Assets [Line Items] | |||||
Balance, Derivative Liability at December 31, 2019 | $ 1,320,000 | ||||
Loss on change in fair value of derivative | $ 867,298 | $ 263,000 | 2,818,298 | $ 259,000 | |
Balance, Reset provision derivative liability at December 31, 2020 and September 30, 2021 | 237,900 | 237,900 | $ 1,320,000 | ||
Derivative Liability, Current | 237,900 | 237,900 | 1,320,000 | ||
Reset Provision Derivative Liability [Member] | |||||
Offsetting Assets [Line Items] | |||||
Balance, Derivative Liability at December 31, 2019 | $ 12,778,000 | 12,778,000 | |||
Record obligation to issue additional shares | (13,474,821) | ||||
Loss on settlement of derivative | 640,821 | ||||
Loss on change in fair value of derivative | 56,000 | ||||
Balance, Reset provision derivative liability at December 31, 2020 and September 30, 2021 | |||||
Derivative Liability, Current |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 329,200 | $ 229,691 |
Interest Payable | 38,657 | 32,466 |
Convertible Promissory Notes Principal and Accured Interest | 367,857 | 262,157 |
Discount on Promissory Notes | (65,334) | (85,734) |
Convertible Debt, Current | 92,608 | 143,957 |
J P Carey Inc May 202020 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | 60,000 | 60,000 |
Interest Payable | 19,767 | 8,996 |
Convertible Promissory Notes Principal and Accured Interest | $ 79,767 | 68,996 |
Debt Instrument, Issuance Date | May 20, 2020 | |
J P Carey Inc June 112020 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 10,000 | 10,000 |
Interest Payable | ||
Convertible Promissory Notes Principal and Accured Interest | $ 10,000 | 10,000 |
Debt Instrument, Issuance Date | Jun. 11, 2020 | |
J P Carey Inc March 032021 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 150,000 | |
Interest Payable | 8,671 | |
Convertible Promissory Notes Principal and Accured Interest | $ 158,671 | |
Debt Instrument, Issuance Date | Mar. 3, 2021 | |
Ellis International L P October 132020 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 100,000 | 100,000 |
Interest Payable | 9,669 | 2,190 |
Convertible Promissory Notes Principal and Accured Interest | $ 109,669 | 102,190 |
Debt Instrument, Issuance Date | Oct. 13, 2020 | |
Anvil Financial Management L L C January 12021 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 9,200 | |
Interest Payable | 550 | |
Convertible Promissory Notes Principal and Accured Interest | $ 9,750 | |
Debt Instrument, Issuance Date | Jan. 1, 2021 | |
J P Carey Inc [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding Notes | $ (80,129) | |
Ellis International L P [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding Notes | $ (91,129) | |
J P Carey Inc March 302017 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | ||
Interest Payable | 20,029 | |
Convertible Promissory Notes Principal and Accured Interest | 20,029 | |
Green Coast Capital International April 062020 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | 10,755 | |
Interest Payable | 848 | |
Convertible Promissory Notes Principal and Accured Interest | 11,603 | |
Trillium Partners L P December 32020 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | 21,436 | |
Interest Payable | 258 | |
Convertible Promissory Notes Principal and Accured Interest | 21,694 | |
Trillium Partners L P December 82020 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | 27,500 | |
Interest Payable | 145 | |
Convertible Promissory Notes Principal and Accured Interest | $ 27,645 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES (Details 2) | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Sep. 30, 2021 | Nov. 05, 2019 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 293.60% | 617.00% | 738.10% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.13% | 1.59% | 1.60% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 days | 7 months 28 days | 6 months | |
Equity Option [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 139.96% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.04% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 months | |||
Equity Option [Member] | Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 234.97% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.09% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 14 days |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Short-term Debt [Line Items] | ||||
Balance, Derivative Liability at December 31, 2019 | $ 1,320,000 | |||
Gain on settlement of derivatives upon conversion and change in fair value of derivatives | $ 867,298 | $ 263,000 | 2,818,298 | $ 259,000 |
Balance, Reset provision derivative liability at December 31, 2020 and September 30, 2021 | 237,900 | 237,900 | ||
Warrant [Member] | ||||
Short-term Debt [Line Items] | ||||
Balance, Derivative Liability at December 31, 2019 | 1,320,000 | |||
Initial derivative liabilities charged to operations | 1,796,835 | |||
Initial derivative liabilities recorded as debt discount | 74,165 | |||
Gain on settlement of derivatives upon conversion and change in fair value of derivatives | (2,953,100) | |||
Balance, Reset provision derivative liability at December 31, 2020 and September 30, 2021 | $ 237,900 | $ 237,900 |
CONVERTIBLE DEBENTURES (Detai_3
CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | Sep. 21, 2021 | Jul. 02, 2021 | Dec. 09, 2020 | Nov. 09, 2020 | Mar. 04, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Nov. 23, 2021 | Mar. 26, 2019 |
Debt Conversion, Converted Instrument, Amount | $ 5,055,684 | $ 8,419,138 | $ 1,204,700 | $ 127,524 | |||||||||||
Stock Issued During Period, Shares, Other | 16,000,000 | 21,000,000 | |||||||||||||
Ellis International L P [Member] | |||||||||||||||
Stock Issued During Period, Shares, Other | 687,355 | 915,000 | 28,211,310 | ||||||||||||
Coventry Enterprises [Member] | |||||||||||||||
Stock Issued During Period, Shares, Other | 1,262,000 | 15,500,000 | 9,375,000 | ||||||||||||
Barbara Mittman [Member] | |||||||||||||||
Stock Issued During Period, Shares, Other | 6,022,600 | 3,180,000 | 1,134,353 | ||||||||||||
Common Stock Issuable [Member] | |||||||||||||||
Common Stock, Shares Subscribed but Unissued | 11,548,528 | 11,548,528 | 103,547,079 | 5,902,589 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 63,275,242 | $ 36,193,098 | $ 6,328 | $ 3,620 | |||||||||||
Stock Issued During Period, Shares, Other | (8,709,641) | (42,522,600) | 40,766,310 | (1,309,165) | (2,575,746) |
SHORT TERM LOANS (Details Narra
SHORT TERM LOANS (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 28, 2020 | Sep. 02, 2020 | Aug. 13, 2020 | Jul. 09, 2020 |
Extinguishment of Debt [Line Items] | ||||||
Short-term Debt | $ 61,000 | $ 61,000 | ||||
Joseph Canouse J P Carey Inc [Member] | ||||||
Extinguishment of Debt [Line Items] | ||||||
Short-term Debt | $ 20,000 | $ 15,000 | $ 16,000 | $ 10,000 |
COMMON AND PREFERRED STOCK (Det
COMMON AND PREFERRED STOCK (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Equity [Abstract] | |||||||||
Stock Repurchased and Retired During Period, Shares | 2,000 | ||||||||
Stock Repurchased and Retired During Period, Value | $ (500) | $ 500 | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 333,451 | $ 167,743 | $ 56,520 | 19,950 | 7,005,855 | ||||
Debt Conversion, Converted Instrument, Amount | $ 5,055,684 | 8,419,138 | $ 1,204,700 | 127,524 | |||||
Accrued Interest, at fair value | $ 215,015 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 5,736,333 | ||||||||
Obligation to issue common shares | 506,667 | ||||||||
Stock Issued During Period, Value, Issued for Services | 17,400 | 428,442 | $ 27,608 | $ 90,000 | $ 552,050 | ||||
Debt Restructuring Agreement | 36,193,098 | ||||||||
Debt Restructuring Agreement | 63,275,243 | ||||||||
Shares issued for Settlement Agreement | 750,000 | ||||||||
Shares to be issued | 7,196,264 | ||||||||
Common stock issued to founder | 54,076 | ||||||||
Conversion of Stock, Shares Converted | 26,527,179 | ||||||||
Conversion of Stock, Amount Converted | $ 162,654 | $ 137,553 | $ 50,589 | $ 135,043 | $ 353,678 |
SHARE PURCHASE WARRANTS (Detail
SHARE PURCHASE WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Warrant [Member] | |
Short-term Debt [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 60,908 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 72 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 3 months 18 days |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | shares | (60,908) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | $ (72) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Expired Contractual Terms | 3 months 18 days |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | shares | 65,567,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 0.0065 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Granted Contractual Terms | 4 years 2 months 5 days |
Class of Warrant or Right, Outstanding | shares | 65,567,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.0065 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 2 months 5 days |
Preferred Series D Warrant [Member] | |
Short-term Debt [Line Items] | |
Class of Warrant or Right, Outstanding | shares | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | shares | 3,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 10 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Granted Contractual Terms | 4 years 2 months 5 days |
Class of Warrant or Right, Outstanding | shares | 3,500 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 2 months 5 days |
SHARE PURCHASE WARRANTS (Deta_2
SHARE PURCHASE WARRANTS (Details Narrative) - USD ($) | Sep. 10, 2021 | Aug. 09, 2021 | Jun. 06, 2021 | Sep. 30, 2021 | May 06, 2021 | Mar. 11, 2021 | Mar. 09, 2021 | Mar. 03, 2021 | Jan. 02, 2021 | Dec. 31, 2020 |
Debt Instrument, Face Amount | $ 329,200 | $ 229,691 | ||||||||
Fair Value Adjustment of Warrants | $ 6,250 | $ 10,000 | $ 25,000 | |||||||
Anvil Financial [Member] | ||||||||||
Class of Warrant or Right, Outstanding | 92,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | |||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||
First Fire Global [Member] | ||||||||||
Class of Warrant or Right, Outstanding | 3,500,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.025 | |||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||
Debt Instrument, Face Amount | $ 110,000 | |||||||||
Robert Nathan Primary Capital L L C [Member] | ||||||||||
Class of Warrant or Right, Outstanding | 1,350,000 | |||||||||
Robert Nathan Primary Capital L L C [Member] | Convertible Preferred Stock [Member] | Series D Preferred Stock [Member] | ||||||||||
Class of Warrant or Right, Outstanding | 625,000 | 1,000 | 2,500 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | $ 10 | $ 10 | |||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | |||||||
J P Carey Inc 1 [Member] | ||||||||||
Class of Warrant or Right, Outstanding | 30,000,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.005 | |||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||
Trillium Partners L P [Member] | ||||||||||
Class of Warrant or Right, Outstanding | 30,000,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.005 | |||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||
Debt Instrument, Face Amount | $ 150,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 16,500,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.0141 |
Weighted-average remaining life granted | 2 years |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 16,500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.0141 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | Aug. 27, 2019 | Jan. 31, 2021 | Jun. 30, 2014 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Nov. 22, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting Period | 4 years | |||||||||
Stockholders' Equity Note, Stock Split | 1 for 18,000 | |||||||||
Stock or Unit Option Plan Expense | $ 22,018 | $ 22,018 | $ 20,988 | $ 65,024 | $ 65,024 | |||||
Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting Period | 2 years | 2 years | ||||||||
No. of Vested Common Shares | 5 | |||||||||
Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting Period | 3 years | 3 years | ||||||||
No. of Vested Common Shares | 10 | |||||||||
Excersise Price | $ 0.014 | |||||||||
Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting Period | 3 years | 3 years | ||||||||
No. of Vested Common Shares | 1,500,000 | |||||||||
Excersise Price | $ 0.015 | |||||||||
Stock Option Plan 2011 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,974 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Current | $ 237,900 | $ 1,320,000 |
Embedded Conversion Options Derivative Liability [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Current | 237,900 | |
Embedded Conversion Options Derivative Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Current | ||
Embedded Conversion Options Derivative Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Current | ||
Embedded Conversion Options Derivative Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Current | $ 237,900 |