Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | BERGIO INTERNATIONAL, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 3,378,098,362 | |
Amendment Flag | false | |
Entity Central Index Key | 0001431074 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-150029 | |
Entity Incorporation, State or Country Code | WY | |
Entity Tax Identification Number | 27-1338257 | |
Entity Address, Address Line One | 12 Daniel Road E | |
Entity Address, City or Town | Fairfield | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07004 | |
City Area Code | (973) | |
Local Phone Number | 227-3230 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 494,473 | $ 1,093,195 |
Accounts receivable | 56,230 | 26,323 |
Accounts receivable - related parties | 85,156 | 25,001 |
Inventory | 3,000,810 | 3,206,107 |
Prepaid expenses and other current assets | 86,214 | 33,559 |
Total current assets | 3,722,883 | 4,384,185 |
Property and equipment, net | 69,774 | 90,416 |
Goodwill | 5,681,167 | 5,681,167 |
Intangible assets, net | 390,297 | 511,275 |
Operating lease right of use assets | 53,408 | 101,090 |
Investment in unconsolidated affiliate | 6,603 | 6,603 |
Total Assets | 9,924,132 | 10,774,736 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,738,325 | 2,091,811 |
Accounts payable and accrued liabilities - related party | 29,445 | |
Accrued compensation - CEO | 403,460 | |
Secured notes payable, net of debt discount | 338,925 | |
Notes payable - current portion, net of debt discount | 788,372 | 855,158 |
Convertible notes payable, net of debt discount | 24,987 | 946,286 |
Loans payable and accrued interest | 923,465 | 969,646 |
Deferred compensation - CEO | 346,163 | |
Advances from CEO and accrued interest | 145,347 | |
Derivative liability - convertible debt | 83,016 | 478,212 |
Derivative liability - acquisition | 103,124 | 500,020 |
Operating lease liabilities - current | 37,498 | 76,494 |
Total current liabilities | 4,131,692 | 6,748,062 |
Long-term liabilities: | ||
Notes payable - long-term | 261,866 | 261,776 |
Operating lease liabilities - long-term | 15,912 | 24,595 |
Total long term liabilities | 277,778 | 286,371 |
Total Liabilities | 4,409,470 | 7,034,433 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock 10,000,000 shares authorized Series A preferred stock - $0.001 par value, 75 shares authorized, 75 and 75 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | ||
Convertible Series B preferred stock - $0.00001 par value, 4,900 shares authorized, 3,000 and 3,000 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively ($100 per share liquidation value) | ||
Convertible Series C preferred stock - $0.00001 par value, 5,000,000 shares authorized, none and 5 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively ($100 per share liquidation value) | ||
Convertible Series D preferred stock - $0.00001 par value, 2,500,000 shares authorized, 1,680,000 and none shares issued and outstanding, respectively at June 30, 2022 and December 31, 2021, respectively ($1 per share liquidation value) | 17 | |
Common stock, $0.00001 par value; 9,000,000,000 shares authorized, 3,067,694,630 and 1,216,519,661 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 30,677 | 12,165 |
Common stock issuable (none and 16,021,937 shares as of June 30, 2022 and December 31, 2021, respectively) | 160 | |
Treasury stock | 103,700 | |
Additional paid-in capital | 24,327,637 | 18,634,146 |
Accumulated deficit | (17,587,581) | (14,452,396) |
Total Bergio International, Inc. stockholders’ equity | 6,770,750 | 4,297,775 |
Non-controlling interest in subsidiaries | (1,256,088) | (557,472) |
Total Stockholders’ equity | 5,514,662 | 3,740,303 |
Total Liabilities and Stockholders’ Equity | $ 9,924,132 | $ 10,774,736 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 9,000,000,000 | 9,000,000,000 |
Common stock, shares issued | 3,067,694,630 | 1,216,519,661 |
Common stock, shares outstanding | 3,067,694,630 | 1,216,519,661 |
Common stock issuable | 16,021,937 | |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 75 | 75 |
Preferred stock shares issued | 75 | 75 |
Preferred stock shares outstanding | 75 | 75 |
Convertible Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 4,900 | 4,900 |
Preferred stock shares issued | 3,000 | 3,000 |
Preferred stock shares outstanding | 3,000 | 3,000 |
Convertible preferred stock liquidation value (in Dollars) | $ 100 | $ 100 |
Convertible Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 5 |
Preferred stock shares outstanding | 0 | 5 |
Convertible preferred stock liquidation value (in Dollars) | $ 100 | $ 100 |
Convertible Series D Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Preferred stock shares issued | 1,680,000 | |
Preferred stock shares outstanding | 1,680,000 | 0 |
Convertible preferred stock liquidation value (in Dollars) | $ 1 | $ 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net revenues | $ 2,458,531 | $ 2,137,320 | $ 4,415,032 | $ 3,286,634 |
Net revenues - related parties | 666 | 139,716 | ||
Total net revenues | 2,459,197 | 2,137,320 | 4,554,748 | 3,286,634 |
Cost of revenues | 1,118,184 | 378,090 | 2,465,758 | 688,256 |
Gross profit | 1,341,013 | 1,759,230 | 2,088,990 | 2,598,378 |
Operating expenses: | ||||
Selling and marketing expenses | 786,519 | 1,416,672 | 1,406,786 | 1,981,777 |
Professional and consulting expenses | 557,662 | 336,367 | 1,111,614 | 508,135 |
Compensation and related expenses | 377,256 | 281,785 | 657,274 | 377,885 |
General and administrative expenses | 240,893 | 198,647 | 498,590 | 569,904 |
Total operating expenses | 1,962,330 | 2,233,471 | 3,674,264 | 3,437,701 |
Loss from operations | (621,317) | (474,241) | (1,585,274) | (839,323) |
Other income (expenses) | ||||
Interest expense | 26,281 | (306,144) | (1,068,952) | (353,058) |
Derivative expense | (88,837) | (16,900) | (214,203) | |
Amortization of debt discount and deferred financing cost | (84,654) | (511,863) | (402,494) | (670,865) |
Loss from foreign currency transactions | (1,563) | (5,488) | ||
Fraud loss caused by computer hackers | (1,407) | (20,807) | ||
Change in fair value of derivative liabilities | 379,338 | (645,644) | 556,554 | (769,211) |
Interest income | 197 | 822 | 361 | 822 |
Other income | 6,096 | 24,406 | 17,905 | 24,406 |
Gain from extinguishment of debt, net | 111,649 | 81,000 | 261,404 | 423,309 |
Total other income (expense) | 435,937 | (1,446,260) | (678,417) | (1,558,800) |
Loss before provision for income taxes | (185,380) | (1,920,501) | (2,263,691) | (2,398,123) |
Provision for income taxes | ||||
Net loss | (185,380) | (1,920,501) | (2,263,691) | (2,398,123) |
Losses attributable to non-controlling interest | 205,891 | 300,884 | 698,616 | 377,152 |
Net income (loss) attributable to Bergio International, Inc. | 20,511 | (1,619,617) | (1,565,075) | (2,020,971) |
Deemed dividend | (740,878) | (1,555,878) | ||
Net loss available to Bergio International, Inc. common stockholders | $ (720,367) | $ (1,619,617) | $ (3,120,953) | $ (2,020,971) |
Net loss per common share: | ||||
Basic and diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted average common shares outstanding: | ||||
Basic and diluted (in Shares) | 2,949,593,963 | 353,052,392 | 2,485,386,364 | 246,224,350 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ (0.01) |
Diluted (in Shares) | 2,949,593,963 | 353,052,392 | 2,485,386,364 | 246,224,350 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Common Stock | Common Stock Issuable | Additional Paid In Capital | Treasury Stock | Accumulated Deficit | Non-controlling Interest | Total |
Balance at Dec. 31, 2020 | $ 908 | $ 11,532,849 | $ 103,700 | $ (11,808,505) | $ (171,048) | ||||||
Balance (in Shares) at Dec. 31, 2020 | 51 | 90,823,799 | |||||||||
Common stock issued for cash | $ 334 | 233,486 | 233,820 | ||||||||
Common stock issued for cash (in Shares) | 33,403,000 | ||||||||||
Issuance of common stock for debt conversion | $ 460 | 164,392 | 164,852 | ||||||||
Issuance of common stock for debt conversion (in Shares) | 46,056,319 | ||||||||||
Value of preferred stock at issuance associated with the acquisition of Aphrodite’s Marketing | 664,105 | 664,105 | |||||||||
Value of preferred stock at issuance associated with the acquisition of Aphrodite’s Marketing (in Shares) | 3,000 | 5 | 5 | ||||||||
Common stock warrants granted in connection with the issuance of convertible notes | 687,500 | 687,500 | |||||||||
Common stock warrants granted in connection with the issuance of convertible notes (in Shares) | |||||||||||
Proceeds from grants | 5,000 | 5,000 | |||||||||
Proceeds from grants (in Shares) | |||||||||||
Net loss | (401,354) | (76,268) | (477,622) | ||||||||
Balance at Mar. 31, 2021 | $ 1,702 | 13,287,332 | 103,700 | (12,209,859) | (76,268) | 1,106,607 | |||||
Balance (in Shares) at Mar. 31, 2021 | 51 | 3,000 | 5 | 5 | 170,283,118 | ||||||
Balance at Dec. 31, 2020 | $ 908 | 11,532,849 | 103,700 | (11,808,505) | (171,048) | ||||||
Balance (in Shares) at Dec. 31, 2020 | 51 | 90,823,799 | |||||||||
Net loss | (2,398,123) | ||||||||||
Balance at Jun. 30, 2021 | $ 5,805 | 16,790,048 | 103,700 | (13,831,781) | (377,152) | 2,690,620 | |||||
Balance (in Shares) at Jun. 30, 2021 | 51 | 3,000 | 5 | 5 | 580,508,634 | ||||||
Balance at Mar. 31, 2021 | $ 1,702 | 13,287,332 | 103,700 | (12,209,859) | (76,268) | 1,106,607 | |||||
Balance (in Shares) at Mar. 31, 2021 | 51 | 3,000 | 5 | 5 | 170,283,118 | ||||||
Accrued dividends on preferred stock | (2,305) | (2,305) | |||||||||
Common stock issued for cash | $ 3,893 | 2,721,124 | 2,725,017 | ||||||||
Common stock issued for cash (in Shares) | 389,288,142 | ||||||||||
Beneficial conversion feature in connection with the issuance of convertible notes | 687,500 | 687,500 | |||||||||
Issuance of common stock for debt conversion | $ 210 | 94,092 | 94,302 | ||||||||
Issuance of common stock for debt conversion (in Shares) | 20,937,374 | ||||||||||
Net loss | (1,619,617) | (300,884) | (1,920,501) | ||||||||
Balance at Jun. 30, 2021 | $ 5,805 | 16,790,048 | 103,700 | (13,831,781) | (377,152) | 2,690,620 | |||||
Balance (in Shares) at Jun. 30, 2021 | 51 | 3,000 | 5 | 5 | 580,508,634 | ||||||
Balance at Dec. 31, 2021 | $ 12,165 | $ 160 | 18,634,146 | 103,700 | (14,452,396) | (557,472) | 3,740,303 | ||||
Balance (in Shares) at Dec. 31, 2021 | 75 | 3,000 | 5 | 1,216,519,661 | 16,021,937 | ||||||
Series D preferred stock issued for cash, net of offering cost | $ 9 | 814,991 | 815,000 | ||||||||
Series D preferred stock issued for cash, net of offering cost (in Shares) | 855,000 | ||||||||||
Deemed dividend upon issuance of Series D preferred stock | 815,000 | (815,000) | |||||||||
Issuance of common stock for debt conversion including accrued interest and fees | $ 14,127 | 2,271,529 | 2,285,656 | ||||||||
Issuance of common stock for debt conversion including accrued interest and fees (in Shares) | 1,412,677,073 | ||||||||||
Accretion of stock-based compensation for services | 15,621 | 15,621 | |||||||||
Accrued dividends on preferred stock | (6,563) | (6,563) | |||||||||
Cancellation of treasury stock | 103,700 | (103,700) | |||||||||
Net loss | (1,585,586) | (492,725) | (2,078,311) | ||||||||
Balance at Mar. 31, 2022 | $ 9 | $ 26,292 | $ 160 | 22,654,987 | (16,859,545) | (1,050,197) | 4,771,706 | ||||
Balance (in Shares) at Mar. 31, 2022 | 75 | 3,000 | 5 | 855,000 | 2,629,196,734 | 16,021,937 | |||||
Balance at Dec. 31, 2021 | $ 12,165 | $ 160 | 18,634,146 | 103,700 | (14,452,396) | (557,472) | 3,740,303 | ||||
Balance (in Shares) at Dec. 31, 2021 | 75 | 3,000 | 5 | 1,216,519,661 | 16,021,937 | ||||||
Net loss | (2,263,691) | ||||||||||
Balance at Jun. 30, 2022 | $ 17 | $ 30,677 | 24,327,637 | (17,587,581) | (1,256,088) | 5,514,662 | |||||
Balance (in Shares) at Jun. 30, 2022 | 75 | 3,000 | 1,680,000 | 3,067,694,630 | |||||||
Balance at Mar. 31, 2022 | $ 9 | $ 26,292 | $ 160 | 22,654,987 | (16,859,545) | (1,050,197) | 4,771,706 | ||||
Balance (in Shares) at Mar. 31, 2022 | 75 | 3,000 | 5 | 855,000 | 2,629,196,734 | 16,021,937 | |||||
Series D preferred stock issued for cash, net of offering cost | $ 8 | 739,992 | 740,000 | ||||||||
Series D preferred stock issued for cash, net of offering cost (in Shares) | 825,000 | ||||||||||
Issuance of common stock for conversion of Series C preferred stock | $ 1,359 | (1,359) | |||||||||
Issuance of common stock for conversion of Series C preferred stock (in Shares) | (5) | 135,896,517 | |||||||||
Reclassification of derivative liability to equity upon conversion of Series C preferred stock | 67,284 | 67,284 | |||||||||
Issuance of common stock for common stock issuable | $ 160 | $ (160) | |||||||||
Issuance of common stock for common stock issuable (in Shares) | 16,021,937 | (16,021,937) | |||||||||
Cashless exercise of stock warrants | $ 545 | 333 | (878) | ||||||||
Cashless exercise of stock warrants (in Shares) | 54,500,000 | ||||||||||
Deemed dividend upon issuance of Series D preferred stock | 740,000 | (740,000) | |||||||||
Issuance of common stock for debt conversion including accrued interest and fees | $ 2,321 | 110,779 | 113,100 | ||||||||
Issuance of common stock for debt conversion including accrued interest and fees (in Shares) | 232,079,442 | ||||||||||
Accretion of stock-based compensation for services | 15,621 | 15,621 | |||||||||
Accrued dividends on preferred stock | (7,669) | (7,669) | |||||||||
Net loss | 20,511 | (205,891) | (185,380) | ||||||||
Balance at Jun. 30, 2022 | $ 17 | $ 30,677 | $ 24,327,637 | $ (17,587,581) | $ (1,256,088) | $ 5,514,662 | |||||
Balance (in Shares) at Jun. 30, 2022 | 75 | 3,000 | 1,680,000 | 3,067,694,630 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss attributable to Bergio International, Inc. | $ (1,565,075) | $ (2,020,971) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Non-controlling interest in subsidiaries | (698,616) | (377,152) |
Amortization expense | 120,978 | 93,614 |
Depreciation expense | 20,642 | 34,445 |
Stock-based compensation | 31,242 | 110,640 |
Amortization of debt discount and deferred financing costs | 402,494 | 670,865 |
Derivative expense | 16,900 | 214,203 |
Forgiveness of debt | (18,291) | |
Gain from settlement of loan included in other income | (6,000) | |
Change in fair value of derivative liabilities | (556,554) | 769,211 |
Gain from extinguishment of debt | (261,404) | (423,309) |
Non-cash interest upon conversion of debt | 1,025,660 | 10,375 |
Amortization of right of use assets | (47,682) | |
Change in operating assets and liabilities: | ||
Accounts receivable | (90,062) | (36,271) |
Inventory | 205,297 | (396,301) |
Prepaid expenses and other current assets | (52,655) | 289,657 |
Accounts payable and accrued liabilities | (234,035) | 428,940 |
Accrued compensation - CEO | 403,460 | |
Operating lease obligations | 47,679 | |
Deferred compensation - CEO | (346,163) | (99,408) |
NET CASH USED IN OPERATING ACTIVITIES | (1,577,894) | (755,753) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (44,355) | |
NET CASH USED IN INVESTING ACTIVITIES | (44,355) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 2,958,837 | |
Proceeds from sale of preferred stock, net of offering cost | 1,555,000 | |
Proceeds from government grant | 5,000 | |
Proceeds from note payable | 110,000 | 18,291 |
Proceeds from loans payable | 595,600 | |
Proceeds from convertible notes, net of debt issuance cost | 76,250 | 1,617,500 |
Repayment on convertible debt | (30,000) | |
Repayment on note payable | (180,414) | |
Repayment on loans payable | (641,406) | (839,976) |
Repayment on debt | (567,403) | |
Repayment on secured notes payable | (400,000) | |
Advance from (payments to) Chief Executive Officer, net | (135,858) | (13,114) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 979,172 | 3,149,135 |
NET CHANGE IN CASH AND CASH EQUIVALENTS: | (598,722) | 2,349,027 |
CASH AND CASH EQUIVALENTS - beginning of period | 1,093,195 | 70,081 |
CASH AND CASH EQUIVALENTS - end of period | 494,473 | 2,419,108 |
Cash paid during the period for: | ||
Interest | 14,610 | |
Income taxes | ||
Non-cash investing and financing activities: | ||
Issuance of common stock issued for convertible debt, loans payable, and accrued interest | 1,373,096 | 163,727 |
Deemed dividend upon issuance of Series D preferred stock | 1,555,878 | |
Initial derivative liability recorded in connection with convertible notes payable | 76,250 | |
Reclassification of derivative liability to equity upon conversion of Series C preferred stock | $ 67,284 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Nature of Operations and Basis of Presentation [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1 - Nature of Operations and Basis of Presentation Organization and Nature of Operations Bergio International, Inc. (the “Company”) was incorporated in the State of Delaware on July 24, 2007 under the name Alba Mineral Exploration, Inc. On October 21, 2009, as a result of a Share Exchange Agreement, the corporation’s name was changed to Bergio International, Inc. On February 19, 2020, the Company changed its state of incorporation to Wyoming. The Company is engaged in the product design, manufacturing, distribution of fine jewelry primarily in the United States and is headquartered in Fairfield, New Jersey. The Company’s intent is to take advantage of the Bergio brand and establish a chain of retail stores worldwide. The Company’s branded product lines are products and/or collections designed by the Company’s designer and CEO, Berge Abajian, and will be the centerpiece of the Company’s retail stores. On February 10, 2021, the Company entered into an Acquisition Agreement (“Acquisition Agreement”) with Digital Age Business, Inc., a Florida corporation, (“Digital Age Business”), pursuant to which the shareholders of Digital Age Business agreed to sell all of the assets and liabilities of its Aphrodite’s business to a subsidiary of the Company known as Aphrodite’s Marketing, Inc. (“Aphrodite’s Marketing”), a Wyoming corporation in exchange for Series B Preferred Stock of the Company. The Company owns 51% of Aphrodite’s Marketing. On July 1, 2021 (“Closing”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GearBubble, Inc., a Nevada corporation, (“GearBubble”), pursuant to which the shareholders of GearBubble (the “Equity Recipients”) agreed to sell 100% of the issued and outstanding shares of GearBubble to a subsidiary of the Company known as GearBubble Tech, Inc. (“GearBubble Tech”), a Wyoming corporation in exchange for $3,162,000 (the “Cash Purchase Price”), which shall be paid as follows: a) $2,000,000 (which was paid in cash at Closing), b) $1,162,000 to be paid in 15 equal installments, and c) 49,000 of the 100,000 authorized shares of the Merger Sub, such that upon the Closing, 51% of the Merger Sub shall be owned by the Company, and 49% of the Merger Sub shall be owned by the GearBubble Shareholders. The Company owns 51% of GearBubble Tech. On March 24, 2021, the Company filed, with the Wyoming Secretary of State, a Certificate of Amendment, to amend its Articles of Incorporation. The amendment reflected the increase in the authorized shares of common stock from 1,000,000,000 shares to 3,000,000,000 shares. On July 9, 2021, the Company filed, with the Wyoming Secretary of State, a Certificate of Amendment, to amend its Articles of Incorporation. The amendment reflected the increase in the authorized shares of common stock from 3,000,000,000 shares to 6,000,000,000 shares. On April 28, 2022, the Company filed, with the Wyoming Secretary of State, a Certificate of Amendment, to amend its Articles of Incorporation and reflected the increase in the authorized shares of common stock from 6,000,000,000 shares to 9,000,000,000 shares. Basis of Presentation The accompanying interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, which includes consolidated interim financial statements and present the consolidated interim financial statements of the Company and its wholly-owned and majority-owned subsidiaries as of June 30, 2022. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows have been made. Those adjustments consist of normal and recurring adjustments. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021, and footnotes thereto included in the Company’s Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 29, 2022 (the “Annual Report”). The results of operations for the six months ended June 30, 2022, are not necessarily indicative of the results to be expected for the full year. Impact of the COVID-19 Coronavirus The Company’s operations have been affected by the recent and ongoing outbreak of the coronavirus disease 2019 (COVID-19) which in March 2020, was declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it has resulted in a material adverse impact on the Company’s financial position, operations and cash flows. Areas affected include, but are not limited to, disruption to the Company’s customers and revenue, including a significant disruption in consumer demand and accessories, labor workforce, inability of customers to pay outstanding accounts receivable due and owing to the Company as they limit or shut down their businesses, customers seeking relief or extended payment plans relating to accounts receivable due and owing to the Company, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company, including property and equipment. As such, the comparability of the Company’s operating results has been affected by significant adverse impacts related to the COVID-19 pandemic. The Company has increased its online presence to minimize the impact of having to close its retail stores as well as directing efforts towards its wholesale operations. The Company increase its online presence through its majority-owned subsidiaries, Aphrodite’s Marketing and GearBubble Tech. Non-controlling Interest in Consolidated Financial Statements In December 2007, the FASB issued ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51” (“SFAS No. 160”). This ASC clarifies that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. In accordance with ASC 810-10- 45-21, those losses attributable to the parent and the non-controlling interest in subsidiaries may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance. On February 9, 2021, the Company entered into an Acquisition Agreement which resulted to the acquisition of 51% interest in Aphrodite’s Marketing. Additionally, on July 1, 2021, the Company entered into a Merger Agreement with GearBubble which resulted to the acquisition of 51% interest in the Merger Sub, GearBubble Tech. As of June 30, 2022, the Company recorded a non-controlling interest balance of $(1,256,088) in connection with the majority-owned subsidiaries, Aphrodite’s Marketing and GearBubble Tech as reflected in the accompanying unaudited condensed consolidated balance sheet and losses attributable to non-controlling interest of $698,616 and $377,152 during the six months ended June 30, 2022 and 2021, respectively as reflected in the accompanying unaudited condensed consolidated statements of operations. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2022 | |
Going Concern [Abstract] | |
Going Concern | Note 2 - Going Concern These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company had a net loss attributable to Bergio International, Inc. and cash used in operations of $1,565,075 and $1,577,894, respectively, for the six months ended June 30, 2022. Additionally, the Company had an accumulated deficit of approximately $17,588,000 at June 30, 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional capital pursuant to debt or equity financings. The Company may seek to raise additional capital through additional debt and/or equity financings to fund its operations in the future; however, no assurance can be provided that the Company will be able to raise additional capital on favorable terms, or at all. If the Company is unable to raise additional capital or secure additional lending in the future to fund its business plan, the Company may need to curtail or cease its operations. Between January 2022 and April 2022, the Company has received net proceeds of $1,555,000 from the sale of Series D convertible preferred stock. The Company has increased its online presence and provide for the expansion of the Company’s branded product lines through the Company’s majority owned subsidiaries, Aphrodite Marketing and GearBubble Tech of which the Company owns 51%, will greatly enhance the Company’s online presence and provide the opportunity for future growth. However, there can be no assurance that this venture will be successful or that the Company can raise the required capital to fund this operation. These unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States which includes the Company, its wholly-owned and majority owned subsidiaries as of June 30, 2022. All significant inter-company accounts and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from estimates. Significant estimates during the six months ended June 30, 2022 and 2021 include the estimates of useful lives of property and equipment and intangible assets, valuation of the operating lease liability and related right-of-use asset, valuation of derivatives, valuation of beneficial conversion features on convertible debt, allowance for uncollectable receivables, valuation of equity based instruments issued for other than cash, the fair value of warrants issued with debt and equity instruments, the valuation allowance on deferred tax assets, and stock-based compensation. Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. ASC 606 requires us to identify distinct performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. When distinct performance obligations exist, the Company allocates the contract transaction price to each distinct performance obligation. The standalone selling price, or our best estimate of standalone selling price, is used to allocate the transaction price to the separate performance obligations. The Company recognizes revenue when, or as, the performance obligation is satisfied. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Also, significant judgment may be required to determine the allocation of transaction price to each distinct performance obligation. Generally, revenues are recognized at the time of shipment to the customer with the price being fixed and determinable and collectability assured, provided title and risk of loss is transferred to the customer. Provisions, when appropriate, are made where the right to return exists. Shipping and handling costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales. The Company’s subsidiary, GearBubble Tech, recognizes revenue from three sources: (1) e-commerce revenue (2) platform subscription fees and (3) partner and services revenue. ● Revenues are recognized when the merchandise is shipped to the customer and title is transferred and are recorded net of any returns, and discounts or allowances . Shipping cost paid by customers are primarily for ecommerce sales and are included in revenue. Merchandise sales are fulfilled with inventory sourced through our suppliers. Therefore, the Company’s contracts have a single performance obligation (shipment of product). The Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations we have the ability to control the promised goods and as a result, the Company records ecommerce sales on a gross basis. The Company refunds the full cost of the merchandise returned and all original shipping charges if the returned item is defective or we or our partners have made an error, such as shipping the wrong product. If the return is not a result of a product defect or a fulfillment error and the customer initiate a return of an unopened item within 30 days of delivery, for most products we refund the full cost of the merchandise minus the original shipping charge and actual return shipping fees. If our customer returns an item that has been opened or shows signs of wear, the Company issues a partial refund minus the original shipping charge and actual return shipping fees. ● The Company generally recognizes platform subscription fees in the month they are earned. Annual subscription payments received that are related to future periods are recorded as deferred revenue to be recognized as revenues over the contract term or period. ● Partner and services revenue is derived from: (1) partner marketing and promotion, and (2) non-recurring professional services. Revenue from partner marketing and promotion and non-recurring professional services is recognized as the service is performed. Cost of revenues Cost of revenue consists primarily of the cost of the merchandise, shipping fees, credit card processing services, fulfillment cost, ecommerce sellers’ pay-out; costs associated with operation and maintenance of the Company’s platform. Marketing The Company applies ASC 720 “Other Expenses” to account for marketing costs. Pursuant to ASC 720-35-25-1, the Company expenses marketing costs as incurred. Marketing costs include advertising and related expenses for third party personnel engaged in marketing and selling activities, including sales commissions. The Company directs its customers to the Company’s ecommerce platform through social media, digital marketing, and promotional campaigns. Marketing costs were $1,406,786 and $1,981,777 for the six months ended June 30, 2022 and 2021. Marketing costs were $786,519 and $1,416,672 for the three months ended June 30, 2022 and 2021, are included in selling and marketing expenses on the unaudited condensed statement of operations. Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with ASC 606. While amounts charged to customers for shipping products are included in revenues, the related costs of shipping products to customers are classified in selling and marketing expenses as incurred. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassified amounts have no impact on the Company’s previously reported financial position or results of operations and relates to the presentation of selling and marketing expenses, and compensation and related expenses, separately on the unaudited condensed consolidated statements of operation previously included in the general and administrative expenses, and the presentation of accounts receivable – related party separately on the consolidated balance sheets previously included in accounts receivable. Fair Value of Financial Instruments FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value 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. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on June 30, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. In August 2018, the FASB issued ASU 2018-13,” Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Upon adoption, this guidance did not have a material impact on its consolidated financial statements. Assets or liabilities measured at fair value or a recurring basis included embedded conversion options in convertible debt and convertible preferred stock and were as follows at June 30, 2022: June 30, 2022 December 31, 2021 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Total derivative liabilities $ — $ — $ 186,140 $ — $ — $ 978,232 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. Cash and Cash Equivalents Cash equivalents are comprised of certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents on hand at June 30, 2022 and December 31, 2021. Accounts Receivable The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current credit worthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for and payments from its customers and maintains provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. While such credit losses have historically been within the Company’s expectation and the provision established, the Company cannot guarantee that this will continue. An allowance for doubtful accounts is provided against accounts receivable for amounts management believes may be uncollectible. The Company determines the adequacy of this allowance by regularly reviewing the composition of its accounts receivable aging and evaluating individual customer receivables, considering the customer’s financial condition, credit history and current economic circumstance. While credit losses have historically been within the Company’s expectation and the provision established, the Company cannot guarantee that this will continue. As of June 30, 2022 and December 31, 2021, the allowance for doubtful accounts was $0 for both periods. Inventory Inventories consist primarily of finished goods and are stated at the lower of cost or market. Cost is determined using the weighted average method, and average cost is recomputed after each inventory purchase or sale. Inventories are written down if the estimated net realizable value is less than the recorded value, if appropriate. Long-Lived Assets The Company assesses the recoverability of the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future, undiscounted cash flows expected to be generated by an asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No impairment losses were recognized for the six months ended June 30, 2022 and 2021. Property and equipment Property is carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally three to five years. Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises and acquisition (see Note 13). 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 Entity’s 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. For public business entities, the amendments in Part I of the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Concentration Risk Concentration of Revenues For the six months ended June 30, 2022 and 2021, no customer accounted for over 10% of total revenues. Concentration of Accounts Receivable As of June 30, 2022, total accounts receivable amounted to $141,386 and four customers represented 67% (23% - related party customer, 20% - related party customer, 11% - unrelated party customer and 13% - unrelated party customer) of this balance. As of December 31, 2021, total accounts receivable amounted to $51,324 and two customers represented 75% (48% - related party customer and 27% - unrelated party customer) of this balance. Concentration of Purchases The Company purchased approximately 32% of its finished products from two vendors (10% and 12%) during the six months ended June 30, 2022. Recent Accounting Pronouncements Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 - Property and Equipment Property and equipment consist of the following: June 30, December 31, Leasehold improvements $ 391,722 $ 391,722 Office and computer equipment 581,352 581,352 Selling equipment 8,354 8,354 Furniture and fixtures 20,511 20,511 Total at cost 1,001,939 1,001,939 Less: Accumulated depreciation (932,165 ) (911,523 ) $ 69,774 $ 90,416 Depreciation expense for the six months ended June 30, 2022 and 2021 was $20,642 and $34,445, respectively. Depreciation expense for the three months ended June 30, 2022 and 2021 was $10,085 and $10,030, respectively. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2022 | |
Net Loss per Share [Abstract] | |
Net Loss per Share | Note 5 - Net Loss per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and stock warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At June 30, 2021, there were 1,032,197,126 shares issuable upon the exercise of warrants and conversion of convertible debt were not included in the computation of diluted net loss because their inclusion would be anti-dilutive. The potentially dilutive common stock equivalents as of June 30, 2022 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss as follow: June 30, June 30, Common Stock Equivalents: (Unaudited) (Unaudited) Stock Warrants 1,547,991,666 756,575,000 Convertible Preferred Stock 4,280,308,389 203,178,022 Convertible Notes 273,504,274 61,050,061 Total 6,101,804,329 1,020,803,083 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes Payable Disclosure [Abstract] | |
Convertible Notes Payable | Note 6 - Convertible Notes Payable As of June 30, 2022 and December 31, 2021, convertible notes payable consisted of the following: June 30, December 31, (Unaudited) Principal amount $ 80,000 $ 1,259,000 Less: unamortized debt discount (55,013 ) (312,714 ) Convertible notes payable, net $ 24,987 $ 946,286 Power Up Lending Group On July 20, 2021, the Company entered into an 8% convertible note in the amount of $55,000 less legal and financing costs of $3,750 for net proceeds of $51,250 with Power Up Lending Group. The principal and accrued interest was payable on or before July 20, 2022. Any amount of principal or interest on this note which was not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same was paid. At the option of the Holder, but not before 180 days from the date of issuance, the holder may elect to convert all or part of the convertible into the Company’s common stock. The conversion price was 63% multiplied by the lowest trading price (representing a discount rate of 37%) during the previous 15 trading day trading day period ending on the latest complete trading day prior to the date of this note. The outstanding balance at December 31, 2021 was $55,000, with accrued interest of $3,954 at December 31, 2021. During the six months ended June 30, 2022, principal of $55,000 and $2,200 of accrued interest were fully converted into 65,000,000 shares of common stock. The outstanding principal and accrued interest balance at June 30, 2022 was $0. On July 28, 2021, the Company entered into an 8% convertible note in the amount of $48,750 less legal and financing costs of $3,750 for net proceeds of $45,000 with Power Up Lending Group. The principal and accrued interest was payable on or before July 28, 2022. Any amount of principal or interest on this note which was not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same was paid. At the option of the Holder, but not before 180 days from the date of issuance, the holder may elect to convert all or part of the convertible into the Company’s common stock. The conversion price was 63% multiplied by the lowest trading price (representing a discount rate of 37%) during the previous 15 trading day trading day period ending on the latest complete trading day prior to the date of this note. The outstanding balance at December 31, 2021 was $48,750, with accrued interest of $2,351 at December 31, 2021. During the six months ended June 30, 2022, principal of $48,750 and $1,950 of accrued interest were fully converted into 66,710,526 shares of common stock. The outstanding principal and accrued interest balance at June 30, 2022 was $0. On September 14, 2021, the Company entered into an 8% convertible note in the amount of $78,750 less legal and financing costs of $3,750 for net proceeds of $75,000 with Power Up Lending Group. The principal and accrued interest was payable on or before September 14, 2022. Any amount of principal or interest on this note which was not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same was paid. At the option of the Holder, but not before 180 days from the date of issuance, the holder may elect to convert all or part of the convertible into the Company’s common stock. The conversion price was 63% multiplied by the lowest trading price (representing a discount rate of 37%) during the previous 15 trading day trading day period ending on the latest complete trading day prior to the date of this note. The outstanding balance at December 31, 2021 was $78,750, with accrued interest of $2,140 at December 31, 2021. During the six months ended June 30, 2022, principal of $78,750 and $3,150 of accrued interest were fully converted into 124,478,952 shares of common stock. The outstanding principal and accrued interest balance at June 30, 2022 was $0. On October 4, 2021, the Company entered into an 8% convertible note in the amount of $53,750 less legal and financing costs of $3,750 for net proceeds of $50,000 with Power Up Lending Group. The principal and accrued interest is payable on or before October 4, 2022. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. At the option of the Holder, but not before 180 days from the date of issuance, the holder may elect to convert all or part of the convertible into the Company’s common stock. The conversion price shall mean 63% multiplied by the lowest trading price (representing a discount rate of 37%) during the previous 15 trading day trading day period ending on the latest complete trading day prior to the date of this note. The outstanding balance at December 31, 2021 was $53,750, with accrued interest of $1,037 at December 31, 2021. During the six months ended June 30, 2022, principal of $53,750 and $2,150 of accrued interest were fully converted into 88,730,159 shares of common stock. The outstanding principal and accrued interest balance at June 30, 2022 was $0. Sixth Street Lending, LLC On November 8, 2021, the Company entered into an 8% convertible note in the amount of $55,000 less legal and financing costs of $3,750 for net proceeds of $51,250 with Sixth Street Lending, LLL. The principal and accrued interest is payable on or before November 8, 2022. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. At the option of the Holder, but not before 180 days from the date of issuance, the holder may elect to convert all or part of the convertible into the Company’s common stock. The conversion price shall mean 63% multiplied by the lowest trading price (representing a discount rate of 37%) during the previous 15 trading day trading day period ending on the latest complete trading day prior to the date of this note. The outstanding balance at December 31, 2021 was $55,000, with accrued interest of $639 at December 31, 2021. There were no conversions during the six months ended June 30, 2022. During the six months ended June 30, 2022, principal of $55,000 and $2,200 of accrued interest were fully converted into 143,349,283 shares of common stock. The outstanding principal and accrued interest balance at June 30, 2022 was $0. On March 8, 2022, the Company entered into an 8% convertible note in the amount of $80,000 less legal and financing costs of $3,750 for net proceeds of $76,250 with Sixth Street Lending, LLC. The principal and accrued interest is payable on or before March 8, 2023. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. At the option of the Holder, but not before 180 days from the date of issuance, the holder may elect to convert all or part of the convertible into the Company’s common stock. The conversion price shall mean 65% multiplied by the average two lowest trading price (representing a discount rate of 35%) during the previous 10 trading day trading day period ending on the latest complete trading day prior to the date of this note. There were no conversions during the six months ended June 30, 2022. The outstanding balance at June 30, 2022 was $80,000, with accrued interest of $1,999. During the first 90 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the above notes issued to Sixth Street Lending LLC, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 120% to 125% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay such notes. Trillium Partners LLP, 3a Capital Establishment, JP Carey Limited Partners, LP, and JP Carey Enterprises, Inc. On February 11, 2021, the Company entered into 10% convertible notes totaling $1,512,500 less legal and financing costs of $137,500 for net proceeds of $1,375,000. The principal and accrued interest was payable on or before February 11, 2022. The notes may not be prepaid except under certain conditions. The Company shall pay interest on a quarterly basis in arrears in cash to the Holder commencing on March 1, 2021 and continuing thereafter on each quarterly anniversary of such date until the Obligations have been satisfied in full, on the aggregate then outstanding principal amount of these notes at the rate of ten percent (10%) per annum. Any amount of principal or interest on these notes which were not paid when due shall bear interest at the rate of twenty four percent (24%) per annum from the due date thereof until the same were paid. At the option of the holders, but not before 180 days from the date of issuance, the holders may elect to convert all or part of the convertible into the Company’s common stock. The conversion price in effect on any Conversion Date was equal to $0.0015. Additionally, the Company granted an aggregate of 756,250,000 warrant to purchase shares of the Company’s common stock in connection with the issuance of these convertible notes. The warrants have a term of 5 years from the date of grant and exercisable at an exercise price of $0.002. The Company accounted for the warrants issued with these convertible notes by using the relative fair value method. The total debt discount consisted of beneficial conversion feature of $687,500 and relative fair value of the warrants of $687,500 using a Black-Scholes model with the following assumptions: stock price at valuation date of $0.013 based on the closing price of common stock at date of grant, exercise price of $0.002, dividend yield of zero, expected term of 5.00, a risk-free rate of 0.46%, and expected volatility of 424%. During the year ended December 31, 2021, principal of $544,750, accrued interest of $39,342 and conversion fees of $4,050 were fully converted into 407,365,253, shares of common stock. The outstanding balance at December 31, 2021 was $967,750 with accrued interest of $60,459 at December 31, 2021. In January 2022, the Company entered into Amendment to the Convertible Promissory Notes Agreements (the “Amendment”) with these lenders whereby the conversion prices of the convertible notes were reduced from $0.0015 to $0.001. Consequently, the Company recorded interest expense of $806,458 from the reduction of the conversion prices during the six months ended June 30, 2022. During the six months ended June 30, 2022, principal of $967,750, accrued interest of $55,469 and conversion fees of $16,000 were fully converted into a total of 1,058,153,419 shares of common stock and incurred additional interest expense of $35,976 from such conversion. The outstanding principal and accrued interest balance at June 30, 2022 was $0. Amortization of debt discounts and financing cost For the six months ended June 30, 2022 and 2021, amortization of debt discounts and financing cost related to all the convertible notes above amounted to $337,701 and $670,865, respectively, which has been amortized and included in amortization of debt discount and deferred financing cost on the accompanying unaudited condensed consolidated statements of operations. For the three months ended June 30, 2022 and 2021, amortization of debt discounts and financing cost related to all the convertible notes above amounted to $80,936 and $511,863, respectively, which has been amortized and included in amortization of debt discount and deferred financing cost on the accompanying unaudited condensed consolidated statements of operations. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Text Block [Abstract] | |
Derivative Liability | Note 7 - Derivative Liability The Company applies the provisions of ASC 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Stock, under which convertible instruments that contain terms and provisions which cause the embedded conversion options to be accounted for as derivative liabilities. As a result, embedded conversion options in certain convertible notes and convertible preferred stock are recorded as a liability and are revalued at fair value at each reporting date. As of June 30, 2022 and December 31, 2021, total derivative liabilities amounted $186,140 (consist of derivative liability from convertible debt of $83,016 and derivative liability related to acquisitions of GearBubble and Aphrodite’s Marketing $103,124) and $978,232 (consist of derivative liability from convertible debt of $478,212 and derivative liability related to acquisitions of GearBubble and Aphrodite’s Marketing $500,020), respectively. The following is a roll forward for the six months ended June 30, 2022 and for the year ended December 31, 2021 of the fair value liability of price adjustable derivative instruments: Fair Value Balance at December 31, 2020 $ 201,430 Initial valuation of derivative liabilities included in debt discount 515,000 Initial valuation of derivative liabilities related to issuance of Series B and C Preferred Stock 932,378 Initial valuation of derivative liabilities included in derivative expense 354,904 Reclassification of derivative liabilities to gain from extinguishment of debt (631,052 ) Change in fair value of derivative liabilities (394,428 ) Balance at December 31, 2021 978,232 Initial valuation of derivative liabilities included in debt discount 76,250 Initial valuation of derivative liabilities included in derivative expense 16,900 Reclassification of derivative liabilities to gain from extinguishment of debt (261,404 ) Reclassification of derivative liabilities to additional paid in capital upon conversion (67,284 ) Change in fair value of derivative liabilities (556,554 ) Balance at June 30, 2022 $ 186,140 The Company calculates the estimated fair values of the liabilities for derivative instruments using the Black-Scholes pricing model. The closing price of the Company’s common stock at June 30, 2022 and December 31, 2021 was $0.0005 and $0.002, respectively. The volatility, expected remaining term, and risk-free interest rates used to estimate the fair value of derivative liabilities at June 30, 2022 are indicated in the table that follows. The expected term is equal to the remaining term of the convertible instruments and the risk-free rate is based upon rates for treasury securities with the same term. Initial Valuations June 30, Volatility 150% to 219 % 150 % Expected Remaining Term (in years) 0.11 to 0.94 0.11 to 0.69 Risk Free Interest Rate 0.52 to 2.51 % 0.81 to 2.51 % Expected dividend yield None None |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2022 | |
Loans Payable [Abstract] | |
Loans Payable | Note 8 - Loans Payable Loans payable consisted of the following: June 30, December 31, (Unaudited) Loans principal amount $ 791,759 $ 877,316 Accrued interest 131,706 92,330 Loans payable $ 923,465 $ 969,646 Trillium Partners LP On June 16, 2020, the Company entered into a loan agreement with Trillium Partners LP in the amount of $12,500. The loan and accrued interest was due on December 31, 2020. Interest accrued at the rate of 10% per annum. The outstanding balances at December 31, 2021 was $12,500 with accrued interest of $1,928. In February 2022, principal of $12,500, accrued interest of $2,068, and conversion fees of $2,800 were converted into 21,710,613 shares of common stock. During the six months ended June 30, 2022, the Company incurred additional interest expense of $31,024 from such conversion into common stock. As of June 30, 2022, the principal balance and accrued interest is $0. On September 14, 2020, the Company entered into a loan agreement with Trillium Partners LP in the amount of $12,250. The loan and accrued interest was due on March 14, 2021. Interest accrued at the rate of 10% per annum. The outstanding balances at December 31, 2021was $12,250 with accrued interest of $1,225. In February 2022, principal of $12,250, accrued interest of $1,639, and conversion fees of $1,800 were converted into 39,222,875 shares of common stock. During the six months ended June 30, 2022, the Company incurred additional interest expense of $68,755 from such conversion into common stock. As of June 30, 2022, the principal balance and accrued interest is $0. On September 18, 2020, the Company entered into a loan agreement with Trillium Partners LP in the amount of $15,000. The loan and accrued interest was due on March 18, 2021. Interest accrues at the rate of 10% per annum. The outstanding balances at December 31, 2021 and 2020 were $15,000 for both periods, with accrued interest of $1,927 and $378 at December 31, 2021 and 2020, respectively. In February 2022, principal of $15,000, accrued interest of $3,520, and conversion fees of $1,400 were converted into 37,400,688 shares of common stock. During the six months ended June 30, 2022, the Company incurred additional interest expense of $61,445 from such conversion into common stock. As of June 30, 2022, the principal balance and accrued interest is $0. On June 16, 2022, the Company received proceeds related to a loan with Trillium Partners LP in the amount of $100,000. The loan and accrued interest were due on demand. Interest accrues at the rate of 3% per annum. As of June 30, 2022, the principal balance and accrued interest is $100,000 and $307, respectively. Clear Finance Technology Corporation (“Clearbanc”) The Company’s majority owned subsidiary, Aphrodite’s Marketing, has a capital advance agreement with Clearbanc, an e-commerce platform provider. On February 10, 2021, upon the acquisition of Aphrodite’s Marketing, the Company assumed an outstanding balance of $227,517 with Clearbanc. During the year ended December 31, 2021, the Company has received $526,620 and repaid back $577,507 related to this capital advance agreement. The loan or advance is non-interest bearing and due on demand. As of December 31, 2021, the outstanding balance is $200,930 including accrued interest of $24,300. During the six months ended June 30, 2022, the Company has received $297,500 and repaid back $356,698 related to this capital advance agreement. As of June 30, 2022, the outstanding balance is $141,732. Shopify The Company’s majority owned subsidiary, Aphrodite’s Marketing, has a capital advance agreement with Shopify, an e-commerce platform provider with a remittance rate of 7%. On February 10, 2021, upon the acquisition of Aphrodite’s Marketing, the Company assumed an outstanding balance of $359,774 with Shopify. During the year ended December 31, 2021, the Company has received $133,202 and repaid back $472,384 related to this capital advance agreement. The loan or advance is non-interest bearing, due on demand and are secured by all of the assets of Aphrodite’s Marketing Jonathan Foltz The Company’s majority owned subsidiary, Aphrodite’s Marketing, has a loan with Jonathan Foltz, the President and CEO of Digital Age Business. On February 10, 2021, upon the acquisition of Aphrodite’s Marketing, the Company assumed an outstanding balance of $75,500 with Jonathan Foltz. During the year ended December 31, 2021, the Company has received $31,636 and repaid back $25,000 related to this loan. The loan is non-interest bearing and due on demand. As of December 31, 2021, the outstanding balance is $82,136. During the six months ended June 30, 2022, the Company has received $2,000 and repaid back $3,354 related to this loan. Additionally, during the six months ended June 30, 2022, Nationwide (see below) has assumed $65,513 of this loan. As of June 30, 2022, the outstanding balance is $15,269. Digital Age Business Through the Company’s majority owned subsidiary, Aphrodite’s Marketing, has a loan with Digital Age Business. Jonathan Foltz is the President and CEO of Digital Age Business. The loan is non-interest bearing and due on demand. On February 10, 2021, upon the acquisition of Aphrodite’s Marketing, the Company assumed an outstanding balance of $113,500 with Digital Age Business. During the year ended December 31, 2021, the Company repaid back $71,013 related to this loan. As of December 31, 2021, the outstanding balance is $42,487. During the six months ended June 30, 2022, the Company has repaid back $2,000 related to this loan. Additionally, during the six months ended June 30, 2022, Nationwide (see below) has assumed $40,487 of this loan. As of June 30, 2022, the outstanding balance is $0. Nationwide Transport Service, LLC (“Nationwide”) Through the Company’s majority owned subsidiary, Aphrodite’s Marketing, has loan agreements with Nationwide dated in October 2020 and November 2020. Nationwide is owned by the father of Jonathan Foltz. On February 10, 2021, upon the acquisition of Aphrodite’s Marketing, the Company assumed an outstanding balance of $545,720 with Nationwide. Aphrodite’s Marketing did not make the required installment payments pursuant to the loan agreements from December 2020 to February 2021 and as such these loans are currently in default. Interest on defaulted amount ranges from 1% to 3% per month. During the year ended December 31, 2021, the Company repaid back $30,000 related to this loan. As of December 31, 2021, the outstanding balance is $573,750 including accrued interest of $58,030. During the six months ended June 30, 2022, the Company has repaid back $150,000 related to this loan. Additionally, during the six months ended June 30, 2022, Nationwide has assumed a total of $106,000 of loans related to Digital Age Business and Jonathan Foltz (see above). As of June 30, 2022, the outstanding balance is $569,124 including accrued interest of $131,706. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable [Abstract] | |
Notes Payable | Note 9 – Notes Payable Unsecured Notes Payable Notes payable is summarized below: June 30, December 31, (Unaudited) Principal amount $ 1,063,920 $ 1,116,934 Less: current portion (802,054 ) (855,158 ) Notes payable - long term portion $ 261,866 $ 261,776 As of June 30, 2022 and December 31, 2021, notes payable- current portion consisted of the following: June 30, December 31, (Unaudited) Principal amount – current portion $ 802,054 $ 855,158 Less: unamortized debt discount (13,682 ) - Notes payable, net $ 788,372 $ 855,158 Minimum principal payments under notes payable are as follows: Remainder for the year ended December 31, 2022 $ 799,120 Year ended December 31, 2023 15,492 Year ended December 31, 2024 15,492 Year ended December 31, 2025 15,492 Year ended December 31, 2026 and thereafter 218,324 Total principal payments $ 1,063,920 On July 6, 2020, entered into a Loan Authorization and Agreement (“SBA Loan Agreement”) with the Small Business Association (“SBA”) in the amount of $114,800 under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic. Pursuant to the SBA Loan Agreement, the Company received an advanced of $114,800, to be used for working capital purposes only. Pursuant to the SBA Loan Agreement, the Company executed; (i) a note for the benefit of the SBA (“SBA Note”), which contains customary events of default; and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default. Installment payments, including principal and interest, were due monthly beginning July 6, 2021 but was extended by the SBA to July 6, 2022 in the amount of $560 each month for a term of thirty (30) years. In March 2022, SBA extended the payment due date from 24 months to 30 months from the date of the note. Interest accrues on this note at the rate of 3.75%. This note is collateralized by the assets of the Company. The outstanding balances at December 31, 2021 was $114,800 with accrued interest of $6,564. The outstanding balances at June 30, 2022 was $114,800 with accrued interest of $8,858. Through the Company’s majority owned subsidiary, Aphrodite’s Marketing, entered into a Loan Authorization and Agreement with the SBA, under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic. On February 10, 2021, upon the acquisition of Aphrodite’s Marketing, the Company assumed an outstanding balance of $150,000 related to this SBA Loan. Pursuant to the SBA Loan Agreement, the Company received an advanced of $150,000, to be used for working capital purposes only. Pursuant to the SBA Loan Agreement, the Company executed; (i) a note for the benefit of the SBA, which contains customary events of default; and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default. The SBA Note bears an interest rate of 3.75% per annum which accrue from the date of the advance. Installment payments, including principal and interest, were due monthly beginning June 24, 2021 but was extended by the SBA to June 24, 2022 in the amount of $731. In March 2022, SBA extended the payment due date from 24 months to 30 months from the date of the note. The outstanding balance at December 31, 2021 was $150,000 with accrued interest of $8,577. The outstanding balance at June 30, 2022 was $150,000 with accrued interest of $11,574. On July 1, 2021, the Company issued a promissory note in the amount of $1,162,000 in connection with the Merger Agreement with GearBubble and is payable to Mr. Donald Wilson who is one of the majority owners of the 49% of GearBubble Tech. The $1,162,000 promissory note is to be paid in 15 equal installments. This note is non-interest bearing and due on demand. Between October 2021 and November 2021, the Company paid a total of $309,867 towards this promissory note. The outstanding balance at December 31, 2021 was $852,133. During the six months ended June 30, 2022, the Company has repaid back $154,933 related to promissory note. As of June 30, 2022, the outstanding balance is $697,200. The Company negotiated with Mr. Donald Wilson to defer the installment payments in the future. On April 13, 2022, the Company entered into a 12% promissory note in the amount of $127,400 less original issue discount of $13,650 and legal and financing costs of $3,750 for net proceeds of $110,000 with Sixth Street Lending, LLC. The principal and accrued interest is payable on or before April 13, 2023. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in ten (10) payments each in the amount of $14,268.80 (a total payback to the Holder of $142,688.). The first payment shall be due May 30, 2022 with nine (9) subsequent payments each month thereafter. The Company shall have a five (5) day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. At any time following an Event of Default, the Holder shall have the right, to convert all or any part of the outstanding and unpaid amount of this Note into shares of Common Stock. The conversion price shall mean 75% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date (representing a discount rate of 25%). For the three and six months ended June 30, 2022, amortization of debt discounts related to this promissory note amounted to $3,718 for both periods which has been amortized and included in amortization of debt discount and deferred financing cost on the accompanying unaudited condensed consolidated statements of operations. During the six months ended June 30, 2022, the Company has repaid back $25,480 related to this promissory note. The outstanding balance at June 30, 2022 was $101,920 with accrued interest of $764. Secured Notes Payable Secured notes payable consisted of the following: June 30, December 31, (Unaudited) Principal amount $ - $ 400,000 Less: unamortized debt discount - (61,075 ) Secured notes payable, net $ - $ 338,925 Trillium Partners LLP and JP Carey Limited Partners, LP On October 27, 2021, the Company, together with its majority owned subsidiaries, Aphrodite Marketing and GearBubble Tech (collectively the “Borrower”), entered into two Secured Advance Agreements (the “Secured Advance Agreements”) with J.P. Carey Limited Partners L.P. and Trillium Partners L.P. (the “Lenders”). The advances will be issued through separate promissory notes subject to all terms and conditions as defined in the Secured Advance Agreements. Such advances ae secured by a security interest in the Borrower’s existing and future assets (as specifically defined in the Secured Advance Agreements), including all rights to received payments (including credit card payments) from the sale of goods or services, inventory, property and equipment, and general intangibles. If any payments in the promissory notes are not timely paid, it shall be considered an event of default and the Borrower shall pay a late fee of 5% of the late payment. Accordingly, the Company entered into Secured Promissory Notes (the “Secured Notes”) in an aggregate amount of $590,000 less legal and financing costs of $5,000 and original issue discount of $90,000 for net proceeds of $495,000. The Secured Notes were due on February 4, 2022. Principal and interest shall be paid with weekly payments (each a “Weekly Payment”) as follows: (A) payments of $7,500 shall be paid to the Lenders on each Friday within the month of November 2021; (B) payments of $40,000 shall be paid to the Lender on each Friday within the month of December 2021); (C) payments of $35,000 shall be paid to the Lender on each Friday with the month of January 2022 ; and (D) the remainder of any amounts outstanding pursuant to these Secured Notes and the Secured Advance Agreement (as defined ) including the outstanding repayment amount shall be paid to the Lenders on February 4, 2022. Upon the occurrence of an event of default, the principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum. Additionally, the Company granted an aggregate of 41,666,666 warrant to purchase shares of the Company’s common stock in connection with the issuance of these secured promissory notes. The warrants have a term of 7 years from the date of grant and exercisable at an exercise price of $0.006. The Company accounted for the warrants issued with these secured promissory notes by using the relative fair value method. The total debt discount from the relative fair value of the warrants of $162,387 using a Black-Scholes model with the following assumptions: stock price at valuation date of $0.006 based on the closing price of common stock at date of grant, exercise price of $0.006, dividend yield of zero, expected term of 7.00, a risk-free rate of 1.41%, and expected volatility of 482%. During the year ended December 31, 2021, the Company repaid back $190,000 resulting to a remaining balance of $400,000 as of December 31, 2021. For the years ended December 31, 2021, amortization of debt discounts related to all the secured promissory notes above amounted to $196,312. During the six months ended June 30, 2022, the Company repaid back $110,000 resulting to a remaining balance of $290,000 as of June 30, 2022. During the six months ended June 30, 2022, fully amortized the remaining debt discount of 61,075 which has been amortized and included in amortization of debt discount and deferred financing cost on the accompanying unaudited condensed consolidated statements of operations. In April 2022, the Company fully paid the remaining balance of $290,000 and accrued default interest of $14,611 to the Lenders. As of June 30, 2022, the outstanding balance is $0. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 - Related Party Transactions Advances from Chief Executive Officer and Accrued Interest The Company receives periodic advances from the Company’s Chief Executive Officer (“CEO”) based upon the Company’s cash flow needs. At June 30, 2022 and December 31, 2021, $0 and $145,347 was due to such officer, respectively, which primarily consisted of accrued interest. Interest expense was accrued at an average annual market rate of interest which is 3.37% and 3.25% at June 30, 2022 and December 31, 2021, respectively. Interest expense incurred was $13,156 for the year ended December 31, 2021. Interest expense incurred was $2,845 for the six months ended June 30, 2022. In April 2022, the Company repaid the remaining balance of these advances including accrued interest amounting to $148,192. Accrued interest was $0 and $145,347 at June 30, 2022 and December 31, 2021, respectively. Effective February 28, 2010, the Company entered into an employment agreement with the CEO. The agreement, which is for a five-year term, provides for an initial base salary of $175,000 per year with a 3% annual increase thereafter (the “Base Salary”). The CEO is also entitled to certain bonuses based on net profits before taxes and other customary benefits, as defined in the agreement. In addition, since it is understood that the Company is employing the CEO during a time of economic decline throughout the U.S. and at times and from time to time, the Company may not be in a position to pay the full amount of Base Salary owed the CEO it is understood and agreed to by the Board, that as long as the Company is unable to pay the CEO the full amount of his Base Salary that the Board shall issue to him, from time to time, an amount of shares that will allow him to remain in possession of fifty-one percent (51%) of the Company’s then outstanding shares of common stock. Such issuances shall be made to the CEO at any time when his total share holdings are reduced to an amount less than fifty-one percent (51%) as a result of issuance of shares of common stock made on behalf of the Company. Effective September 1, 2011, the Company authorized and issued 51 shares of Series A Preferred Stock to the Company’s CEO. Additionally, during the year ended December 31, 2021, the Company authorized and issued an additional 24 shares of Series A Preferred Stock to the Company’s CEO in connection with the amended and restated certificate of designation for the Company’s Series A Preferred Stock. At December 31, 2021, deferred compensation due to CEO amounted to $346,163 and advances from CEO amounted $145,347. In April 2022, the remaining balance of $346,163 of deferred compensation due to CEO was reclassed to accrued compensation- CEO. Additionally, in April 2022, the Company accrued bonus compensation of $100,000 to the CEO. During the six months ended June 30, 2022, the Company has repaid back $42,703 of accrued compensation to CEO. As of June 30, 2022, accrued compensation – CEO amounted $403,460 as reflected in the unaudited condensed consolidated balance sheets. On July 1, 2021, the Company entered into an Amended and Restated Executive Employment Agreement (“Amended Employment Agreement”) with the CEO of the Company, Berge Abajian (the “Executive”). The term of the Amended Employment Agreement shall be for 5 years and shall be automatically extended for successive periods of 1 year unless terminated by the Company or the Executive. The Executive shall receive a base salary of $250,000 per year and such base salary shall automatically increase in a rate of 3% per annum for each consecutive year after 2021 or at such rates as may be approved by the board of directors of the Company. Upon written request of the Executive, the Company shall pay all or a portion of the base salary owed to Executive in the form of i) a convertible promissory note, or ii) the Company’s common stock or if available, S-8 common stock. Additionally, the Executive is eligible to receive quarterly bonus at the discretion of the board of directors of the Company. Additionally, the Executive shall be eligible to participate in the Company’s 2021 Stock Incentive Plan. In July 2021, under the terms of the ESOP, the Board of Directors of the Company approved the future issuance of 500,000,000 shares to the Company’s CEO subject to the Company increasing its authorized shares to 6,000,000,000 shares and subject to the effectiveness of an S-8 Registration Statement covering these shares which has not been filed with the Securities and Exchange Commission (“SEC”). As of June 30, 2022, the Company has not met the prerequisite related to the effectiveness of an S-8 Registration Statement. As such the Company deemed that these shares have not been legally issued and the measurement date has not been met and therefore will be recognized until an S-8 Registration Statement becomes effective. Consulting Fees The Company incurred consulting fees of $46,905 and $20,800 to an affiliated company owned by Mr. Donald Wilson during the six months ended June 30, 2022. Mr. Donald Wilson is one of the majority owners of the 49% of GearBubble Tech. Loans Payable The Company’s majority owned subsidiary, Aphrodite’s Marketing, has a loan with Jonathan Foltz, the President and CEO of Digital Age Business (see Note 8). Jonathan Foltz is one of the majority owners of the 49% in Acquisition Sub, Aphrodite’s Marketing (see Note 13). As of June 30, 2022 and December 31, 2021, the outstanding balance is $15,269 and $82,136 respectively. Through the Company’s majority owned subsidiary, Aphrodite’s Marketing, has loan agreements with Nationwide dated in October 2020 and November 2020. Nationwide is owned by the father of Jonathan Foltz (see Note 8). As of June 30, 2022 and December 31, 2021, the outstanding balance is $569,124 and $573,750, respectively. Through the Company’s majority owned subsidiary, Aphrodite’s Marketing, has a loan with Digital Age Business. Jonathan Foltz is the President and CEO of Digital Age Business (see Note 8). As of June 30, 2022 and December 31, 2021, the outstanding balance is $0 and $42,487, respectively. Revenues and Accounts Receivable During the three and six months ended June 30, 2022, the Company generated revenues of $0 and $89,100, respectively, from an affiliated company owned by Mr. Donald Wilson who is one of the majority owners of the 49% of GearBubble Tech. As of June 30, 2022, accounts receivable to this affiliated company amounted $33,001. During the three and six months ended June 30, 2022, the Company generated revenues of $3,705 and $53,655, respectively, from an affiliated company owned by the brother of the CEO of the Company. As of June 30, 2022, accounts receivable to this affiliated company amounted $28,705. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Litigation The Company is currently not involved in any litigation that we believe could have a material adverse effect on the Company’s financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company or any of the Company’s subsidiaries, threatened against or affecting the Company, the Company’s common stock, any of the Company’s subsidiaries or of the Company’s officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. Consulting Agreement On November 15, 2021, the Company entered into an Engagement Agreement (the “Agreement”) with a consulting company which will act as a financial advisor and investment banker of the Company, whereby the consultant will assist the Company with strategic business plans, investor relations, potential financing and other financial advisory and investment banking services. The engagement period is for 12 months from the date of the agreement. As consideration for the services, the Company will issue a total of 32,043,874 shares of the Company’s common stock based on the following schedule: i) 16,021,937 shares of common stock upon execution of the Agreement and ii) 16,021,937 shares of common stock upon an uplisting of the Company’s common stock to a national exchange. Additionally, the Company shall pay compensation of 7% of the total gross proceeds of any financing introduce by the consultant (the “Financing”), cash fee for unallocated expenses of 1%, warrants equal to 5% of the aggregate number of shares of common stock sold in a Financing and transaction fees equal to 3% in cash at the closing of the Financing. The warrants will be exercisable at an exercise price equal to the prices of the securities issued to investors in the Financing. As of December 31, 2021, the 16,021,937 shares of common stock were not issued and had been recognized as common stock issuable. The Company valued these shares at the fair value of $62,486 or $0.0039 per common share based on the quoted trading price on the date of grant to be expensed over the term of the Agreement. During the three and six months ended June 30, 2022, the Company recognized stock-based compensation of $15,621 and $31,242. The remaining balance of $23,433 shall be expensed during the remainder of year 2022. In May 2022, the Company issued the 16,021,937 shares of common stock to such consultant. Currently, no Financing has occurred under this Agreement. Operating Lease Agreements The Company leases retail space at two different locations. The term of the first lease is for a ten-year period from July 2014 to April 2024 starting with a monthly base rent of $1,200. The base rent is subject to an annual increase as defined in the lease agreement. In addition to the monthly base rent, the Company is charged separately for common area maintenance which is considered a non-lease component. The second lease has a contingent rental based on 10% of sales. Contingent rentals are not included in operating lease liabilities. The Company’s leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company used incremental borrowing rate of 10% as of January 1, 2019 for operating leases that commenced prior to that date. The Company estimated its incremental borrowing rate based on its credit quality, line of credit agreement and by comparing interest rates available in the market for similar borrowings. Through the Company’s majority owned subsidiary, Aphrodite’s Marketing, entered into an approximate three-year lease agreement on October 1, 2019, for its office facilities starting with a monthly base rent of $6,582. . T The following table reconciles the undiscounted future minimum lease payments (displayed by year in aggregate) under non-cancelable operating leases with terms more than one year to the total operating lease liabilities on the unaudited condensed consolidated balance sheet as of June 30, 2022: Remainder of year 2022 $ 30,518 2023 19,700 2024 6,660 Total minimum lease payments 56,878 Less amounts representing interest (3,468 ) Present value of net minimum lease payments 53,410 Less current portion (37,498 ) Long-term capital lease obligation $ 15,912 Amended Employment Agreement On July 1, 2021, the Company entered into an Amended and Restated Executive Employment Agreement with the CEO of the Company, Berge Abajian. The term of the Amended Employment Agreement shall be for 5 years and shall be automatically extended for successive periods of 1 year unless terminated by the Company or the Executive. The Executive shall receive a base salary of $250,000 per year and such base salary shall automatically increase in a rate of 3% per annum for each consecutive year after 2021 or at such rates as may be approved by the board of directors of the Company. Upon written request of the Executive, the Company shall pay all or a portion of the base salary owed to Executive in the form of i) a convertible promissory note, or ii) the Company’s common stock or if available, S-8 common stock. Additionally, the Executive is eligible to receive quarterly bonus at the discretion of the board of directors of the Company. Additionally, the Executive shall be eligible to participate in the Company’s 2021 Stock Incentive Plan. In July 2021, under the terms of the ESOP, the Board of Directors of the Company approved the future issuance of 500,000,000 shares to the Company’s CEO subject to the Company increasing its authorized shares to 6,000,000,000 shares and subject to the effectiveness of an S-8 Registration Statement covering these shares which has not been filed with the SEC. As of June 30, 2022, the Company has not met the prerequisite related to the effectiveness of an S-8 Registration Statement. As such the Company deemed that these shares have not been legally issued and the measurement date has not been met and therefore will be recognized until an S-8 Registration Statement becomes effective. |
Stockholder_s Equity (Deficit)
Stockholder’s Equity (Deficit) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholder’s Equity (Deficit) | Note 12 – Stockholder’s Equity (Deficit) Employee Stock Ownership Plan On July 9, 2021, the Board of Directors of the Company adopted the Bergio International, Inc. 2021 Stock Incentive Plan (the “ESOP”), under which the Company may award shares of the Company’s Common Stock to employees of the Company and/or its Subsidiaries. The terms of the ESOP allow the Company’s Board of Directors discretion to award the Company’s Common Stock, in the form of options, stock appreciation rights, restricted stock awards, restricted stock units, and performance award shares, to such employees, upon meeting the criteria set forth therein, from time to time. Subject to adjustments as provided in On July 9, 2021, and under the terms of the ESOP, the Company’s Board of Directors approved the future issuance of 500,000,000 shares of the Company’s Common Stock to the Company’s CEO, Berge Abajian, subject to the Company increasing its total authorized shares of common stock to 6,000,000,000 which was increased in July 2021 and subject to the effectiveness of an S-8 Registration Statement covering these shares with the SEC. As of December 31, 2021, the Company has not met the prerequisite related to the effectiveness of an S-8 Registration Statement. As such the Company deemed that these shares have not been legally issued and the measurement date has not been met and therefore will be recognized until an S-8 Registration Statement becomes effective. Preferred Stock The Company has authorized the issuance of 10,000,000 shares of preferred stock. The Company’s board of directors is authorized, at any time, and from time to time, to provide for the issuance of shares of preferred stock in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the preferred stock or any series thereof. Certificate of Designation of Series A Preferred Stock In September 2011, the Company filed a Certificate of Designation for Series A Preferred Stock with the Wyoming Secretary of State, and designated 51 shares of preferred stock as Series A Preferred Stock. In February 2021, the Company filed an amended and restated certificate of designation for the Company’s Series A Preferred Stock increasing the number of shares to 75 shares. Designation Dividends . Liquidation Voting Rights Conversion As of June 30, 2022 and December 31, 2021, there were 75 shares of Series A Preferred Stock issued and outstanding. The Company’s CEO owns 75 shares of shares of the Series A Preferred Stock. Certificate of Designation of Series B 2% Convertible Preferred Stock On February 10, 2021, the Company filed a Certificate of Designation for Series B Convertible Preferred Stock (the “Certificate of Designations”) with the Wyoming Secretary of State, designating 4,900 shares of preferred stock as Series B Convertible Preferred Stock. Designation Dividends . Liquidation Voting Rights Conversion at Option of Holder As of June 30, 2022 and December 31, 2021, there were 3,000 shares of Series B Convertible Preferred Stock issued and outstanding. Certificate of Designation of Series C 2% Convertible Preferred Stock On February 10, 2021, the Company filed a Certificate of Designation for Series C Convertible Preferred Stock with the Wyoming Secretary of State, which designated 5 shares of preferred stock as Series C Convertible Preferred Stock. In April 2022, the Company increased the designation to 5,000,000 authorized shares upon filing an Amended and Restated Certificate of Designation, Preference and Rights of the Series C Convertible Preferred. Designation Dividends . Liquidation Voting Rights Conversion at Option of Holder (a) Conversion at Option of holder. On April 18, 2022, the Company received a notice of conversion from the holder of the 5 shares of Series C Convertible Preferred Stock converting into 135,896,517 shares of the Company’s common stock. As of June 30, 2022 and December 31, 2021, there were none and 5 shares of Series C Convertible Preferred Stock issued and outstanding, respectively. Certificate of Designation of Series D 3% Convertible Preferred Stock On January 4, 2022, the Company filed a Certificate of Designation for Series D Convertible Preferred Stock with the Wyoming Secretary of State, designating 2,500,000 shares of preferred stock as Series D Convertible Preferred Stock. In February 2022, the Company filed an Amended and Restated Certificate of Designation, Preference and Rights of the Series D Convertible Preferred Stock. The Company amended and cancelled the mandatory provision and also amended the fixed conversion price from $0.001 to $0.0008. In April 2022, the Company filed another Amended and Restated Certificate of Designation, Preference and Rights of the Series D Convertible Preferred Stock whereby the Company amended the fixed conversion price from $0.0008 to $0.0005. Designation Dividends . Liquidation Voting Rights Conversion price Between January 2022 and February 2022, the Company sold an aggregate of 855,000 shares of Series D Convertible Preferred Stock for total net proceeds of $815,000 after deducting legal and financing cost of $10,000 or approximately $0.96 per share. In connection with the issuance of these Series D Convertible Preferred Stock, the Company recognize deemed dividend of $815,000 upon issuance. In April 2022, the Company sold an aggregate of 825,000 shares of Series D Convertible Preferred Stock for total net proceeds of $740,000 after deducting legal and financing cost of $10,000 or approximately $0.90 per share. Additionally, the Company granted an aggregate of 750,000,000 warrants to purchase shares of the Company’s common stock in connection with the issuance of the sale of these Series D Convertible Preferred Stock. The warrants have a term of 7 years from the date of grant and exercisable at an exercise price of $0.0005 subject to adjustment such as stock dividends, stock splits, and dilutive issuances. Whenever on or after the date of issuance of this warrant, the Company issues or sells, or in for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the exercise price on the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to the greater of: (i) the price per share received by the Company upon such Dilutive Issuance; and (ii)$0.00005. In connection with the issuance of these Series D Convertible Preferred Stock and stock warrants, the Company recognize deemed dividend of $740,000 upon issuance. Accrued Dividends on Preferred Stock As of June 30, 2022 and December 31, 2021, accrued dividends related to the Series B, C, and D Convertible Preferred Stock amounted $19,567 and $5,335, respectively. Common Stock Issued On March 24, 2021, the Company filed, with the Wyoming Secretary of State, a Certificate of Amendment, to amend its Articles of Incorporation. The amendment reflected the increase in the authorized shares of common stock from 1,000,000,000 shares to 3,000,000,000 shares. On July 9, 2021, the Company filed, with the Wyoming Secretary of State, a Certificate of Amendment, to amend its Articles of Incorporation. The Amendment reflected the increase in the authorized shares of common stock from 3,000,000,000 shares to 6,000,000,000 shares. On April 28, 2022, the Company filed, with the Wyoming Secretary of State, a Certificate of Amendment, to amend its Articles of Incorporation and reflected the increase in the authorized shares of common stock from 6,000,000,000 shares to 9,000,000,000 shares. Common Stock for Debt Conversion From January 2022 through March 2022, the Company issued an aggregate of 1,314,342,897 shares of its common stock at an average contractual conversion price of approximately $0.001 as a result of the conversion of principal, accrued interest, conversion fees of $1,229,018 and incurred additional interest expense of $842,435 for a total of $2,071,453 underlying certain outstanding convertible notes converted during such period. In February 2022, the Company issued an aggregate of 98,334,176 shares of its common stock at an average conversion price of approximately $0.002 as a result of the conversion of principal, accrued interest and conversion fees of $52,978 and incurred additional interest expense of $161,225 for a total of $214,203 underlying certain outstanding loans payable converted during such period. The 98,334,176 shares of common stock had a fair value of $214,203, or $0.002 per share, based on the quoted trading price on the date of grant. From April 2022 through May 2022, the Company issued an aggregate of 232,079,442 shares of its common stock at an average contractual conversion price of approximately $0.001 as a result of the conversion of principal of $108,750 and accrued interest of $4,350 for a total of $113,100 underlying certain outstanding convertible notes converted during such period. Common Stock for Services In May 2022, the Company issued 16,021,937 shares of common stock to a consultant in connection with an engagement agreement dated November 15, 2021 (see Note 11). Such shares were previously recognized as common stock issuable prior to issuance in May 2022. Common Stock Warrants A summary of the Company’s outstanding stock warrants is presented below: Number of Weighted Average Weighted Balance at December 31, 2020 325,000 $ 0.50 4.84 Granted 797,916,666 0.002 - Balance at December 31, 2021 798,241,666 $ 0.002 4.26 Granted 750,000,000 $ 0.0005 7.00 Exercised (250,000 ) 0.50 2.40 Balance at June 30, 2022 1,547,991,666 $ 0.0005 5.21 Warrants exercisable at June 30, 2022 1,547,991,666 $ 0.0005 5.21 At June 30, 2022, the aggregate intrinsic value of warrants outstanding was $0. In February 2021, the Company granted an aggregate of 756,250,000 warrant to purchase shares of the Company’s common stock in connection with the issuance of certain convertible notes in February 2021. The warrants have a term of 5 years from the date of grant and exercisable at an exercise price of $0.002 subject to adjustment such as stock dividends, stock splits, and dilutive issuances. These warrants contain a provision for cashless exercise as defined in the warrant agreement. In October 2021, the Company granted an aggregate of 41,666,666 warrant to purchase shares of the Company’s common stock in connection with the issuance of secured promissory notes in October 2021. The warrants have a term of 7 years from the date of grant and exercisable at an exercise price of $0.006 subject to adjustment under the anti-dilution provision. These warrants contain a provision for cashless exercise as defined in the warrant agreement. In April 2022, a warrant holder elected to exercise 250,000 warrants by cashless exercise and converted into 54,500,000 common stock pursuant to the terms of the stock warrant agreement whereby the exercise price was subject to adjustment under an anti-dilution provision. Such warrants were granted in November 2019 and were issued in connection with a convertible note. The Company recognized the value of the effect of a down round feature in such warrants when triggered. Upon the occurrence of the triggering event that resulted in a reduction of the strike price, the Company measured the value of the effect of the feature as the difference between the fair value of the warrants without the down round feature or before the strike price reduction and the fair value of the warrants with a strike price corresponding to the reduced strike price upon the down round feature being triggered. Accordingly, the Company recognized deemed dividend of $878 and a corresponding reduction of income available to common stockholders upon the alternate cashless exercise of these warrants for the three and six months ended June 30, 2022. In April 2022, the Company sold an aggregate of 825,000 shares of Series D Convertible Preferred Stock for total net proceeds of $740,000 after deducting legal and financing cost of $10,000 or approximately $0.90 per share. Additionally, the Company granted an aggregate of 750,000,000 warrants to purchase shares of the Company’s common stock in connection with the issuance of the sale of these Series D Convertible Preferred Stock. The warrants have a term of 7 years from the date of grant and exercisable at an exercise price of $0.0005 subject to adjustment such as stock dividends, stock splits, and dilutive issuances. Whenever on or after the date of issuance of this warrant, the Company issues or sells, or in for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the exercise price on the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to the greater of: (i) the price per share received by the Company upon such Dilutive Issuance; and (ii)$0.00005. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Acquisitions | Note 13 – Business Acquisitions Aphrodite’s Marketing, Inc. On February 10, 2021, the Company entered into an Acquisition Agreement with Digital Age Business, Inc., a Florida corporation, pursuant to which the shareholders of Digital Age Business agreed to sell all of the assets and liabilities of its Aphrodite’s business to a subsidiary of the Company known as Aphrodite’s Marketing, Inc. (“Acquisition Sub”), a Wyoming corporation in exchange for 3,000 Series B Preferred Stock of the Company, which collectively, shall be convertible at Shareholders’ option, at any time, in whole or in part, into that number of shares of common stock of the Company which shall equal thirty percent (30%) of the total issued and outstanding common stock of the Company (as determined at the earlier of (i) the date of conversion of the Series B Preferred Stock; and (ii) eighteen (18) months following the Closing). In addition, the Company will provide an additional $5,000,000 in financing for Aphrodite’s Marketing. As additional consideration for the purchase of the acquired assets, the Company has also agreed to transfer to the selling shareholders 49,000 of the 100,000 authorized shares of the Acquisition Sub, such that upon the closing date, 51% of the Acquisition Sub shall be owned by the Company, and 49% of the Acquisition Sub shall be owned by the selling shareholders. Under the terms of the Acquisition Agreement, the Acquisition Sub is expected to meet the adjusted financial projections as set forth in the Acquisition Agreement, in order to earn additional 1,900 Series B Preferred shares, which if earned, shall entitle the selling shareholders to earn up to an additional 19% (the “Additional Shares”) of Series B Preferred Stock, which, including the 30% of Series B Preferred Stock issued at closing, shall together convert up to a maximum of 49% of the Company’s then-issued and outstanding shares of common stock, with the Additional Shares being subject to a two-year vesting period from the date of issuance, based upon additional revenues of Acquisition Sub, as set forth in the Acquisition Agreement. In addition, the Acquisition Agreement requires that upon closing, Jonathan Foltz, the President and CEO of Digital Age Business, and certain other key employees of Acquisition Sub received employment agreements from Acquisition Sub with respect to their continued employment (the “Employment Agreements”) (which will allow such key employees to participate in any employee stock ownership plan (“ESOP”) as offered to the other Company’s subsidiary employees from time to time) to make certain that current personnel operating the business of Aphrodites.com shall remain in place for all departments of the business of Aphrodite’s Marketing post-closing of the acquisition. As further consideration for the acquisition, under the Acquisition Agreement, the Company agreed to provide Acquisition Sub with certain financing, as follows (a) upon the signing of the Letter of Intent that preceded this Acquisition Agreement, the Company provided loans to Jonathan Foltz for the benefit of Aphrodites.com in the amounts of $50,000 on January 22, 2021, $35,000 on January 27, 2021, and $50,000 on February 5, 2021, which were used to pay some of the most pressing of Aphrodite’s Liabilities as evidenced by the three promissory notes set forth (b) and upon the signing of this Acquisition Agreement, the Company or its investors will provide equity financing of $615,000 for the benefit of Acquisition Sub, (for which the Company shall enter into a certain Securities Purchase Agreement, Convertible Promissory Note, Warrant, Guaranty, Security Agreement and Registration Rights Agreement (together, the “BRGO Transaction Documents”), (the “Initial Financing”) which will be used to pay for (i) partial extinguishing the Assumed Liabilities set forth in the Acquisition Agreement and (ii) expenses in connection with the acquisition and the audit of Acquisition Sub; (c) and following the closing of the acquisition, the Company will facilitate a second equity financing for the benefit of the Acquisition Sub in the amount of an additional $750,000, which shall take place following the effective date of the Company’s new S-1 Registration Statement (the “Second Financing”), and such funds shall be utilized, in part, to pay for (i) extinguishing the Assumed Liabilities, and (ii) the expenses incurred in connection with the acquisition and the audit of Acquisition Sub and (d) following the closing, the Company will raise an additional $3,500,000, the proceeds of which will be used for the Acquisition Sub, by the sale of shares of common stock of the Company, pursuant to an S-1 Registration Statement (the “Additional Financing”). It is anticipated that the Additional Financing will be consummated in tranches over the twelve (12) months following the closing; provided that the first tranche of the Additional Financing will be at least $750,000, and will be provided to the Acquisition Sub within 60 days after the Company’s new S-1 Registration Statement is declared effective by the SEC. As noted on Schedule D and Schedule E to the Acquisition Agreement, the foregoing financing, (including the loans shown on Schedule H, the Initial Financing, the Second Financing and the Additional Financing) totals $5,000,000, and any financing provided to Acquisition Sub, which exceeds the $5,000,000 total detailed in Section 2.2.1, shall be added to the Gross Revenue benchmarks set forth on Schedule D and Schedule E to the Acquisition Agreement. Section 2.2.2 of the Acquisition Agreement further provides that, at the closing of the Acquisition, Southridge Capital (or its affiliates as directed by Southridge Capital) shall receive shares of the Company’s Series C Preferred Stock. Each share of Series C Preferred Stock shall be convertible into 1% of the total issued and outstanding shares of the Company’s Common Stock as determined at the earlier of: (i) the date of conversion of the Series C Preferred Stock; and (ii) eighteen (18) months following the Closing. On February 11, 2021, the Company, Digital Age Business, Acquisition Sub, and the selling shareholders entered into the First Amendment to the February 10, 2021 Acquisition Agreement (the “Amendment”) for the purpose of allocating the Series B Preferred Stock to the selling shareholders without fractional shares, which resulted in changing the Certificate of Designation for the Series B Preferred Stock to reflect a total of 4,900 authorized shares of Series B Preferred Stock, and for the purpose of reflecting a total of 3,000 shares of Series B Preferred Stock to be issued to the selling shareholders upon closing, (and the opportunity for the selling shareholders to earn up to an additional 1,900 shares of Series B Preferred Stock upon reaching certain gross revenue benchmarks). The Company accounted for the acquisition utilizing the purchase method of accounting in accordance with ASC 805 “Business Combinations”. Accordingly, the Company applied push–down accounting and adjusted to fair value all of the assets acquired directly on the financial statements of the majority owned subsidiary, Aphrodite’s Marketing. The Company accounted for the value under ASC 805-50-30-2 “Business Combinations” whereby if the consideration is not in the form of cash, the measurement is based on either the cost which shall be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and thus more reliably measurable. The consideration of 3,000 Series B Convertible Preferred Stock was convertible at 51,084,935 shares of common stock at the time of closing. Additionally, since the Series B Convertible Preferred Stock could increase in value over the 18-month exercise period and such terms does not contain an explicit limit in the number of common stock to be delivered upon conversion, the Company accounted for the embedded conversion option in the 3,000 Series B Convertible Preferred Stock issued under the Acquisition Agreement as derivative liabilities. The Company determined that there is a 20% probability of achieving the post-acquisition milestones to earn the Additional Shares. The Company deemed that the fair value of the consideration given was $0.013 per share based on the quoted trading price on the date of the closing amounting to $664,105 which is more clearly evident and more reliable measurement basis. During year 2021, the Company recorded $821,739 of fair value from the embedded conversion options in the 3,000 Series B Convertible Preferred Stock and 20% probability of achieving the Additional Shares as derivative liability. The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The consideration paid by the Company as follows: Equity instrument (3,000 Series B Convertible Preferred Stock) $ 664,105 Embedded conversion options in the 3,000 Series B Convertible Preferred Stock and 20% probability of achieving the Additional Shares 821,739 Fair value of total consideration transferred $ 1,485,844 The net purchase price paid by the Company was allocated to assets acquired and liabilities assumed on the records of the Company as follows: Current assets (including cash of $60,287) $ 1,597,389 Liabilities assumed (including loans payable of $2,304,438 and note payable- long term of $150,000) (3,737,682 ) Total identifiable net liabilities (2,140,293 ) Non-controlling interest in Aphrodite’s Marketing - Intangible assets (relating to form of employment contracts and Aphrodite name with estimated three-year life) (1) 725,867 Goodwill 2,900,270 Total $ 1,485,844 Acquisition related cost (legal and audit fees included in professional and consulting expenses during year 2021) $ 54,360 (1) For the six months ended June 30, 2022 and 2021, amortization of intangible assets amounted to $120,978 and $93,614, respectively. For the three months ended June 30, 2022 and 2021, amortization of intangible assets amounted to $60,489 for both periods. GearBubble Tech, Inc. Pursuant to the terms of the May 6, 2021 Binding Letter of Intent, on July 1, 2021 (“Closing”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GearBubble, Inc., a Nevada corporation, (“GearBubble”), pursuant to which the shareholders of GearBubble (the “Equity Recipients”) agreed to sell 100% of the issued and outstanding shares of GearBubble to a subsidiary of the Company known as GearBubble Tech, Inc., a Wyoming corporation (the “Merger Sub”) in exchange for $3,162,000 (the “Cash Purchase Price”), which shall be paid as follows: a) $2,000,000 (which was paid in cash at Closing), b) $1,162,000 to be paid in 15 equal installments, and c) 49,000 of the 100,000 authorized shares of the Merger Sub, such that upon the Closing, 51% of the Merger Sub shall be owned by the Company, and 49% of the Merger Sub shall be owned by the GearBubble Shareholders. Accordingly, the Company owns 51% of GearBubble Tech. Under the terms of the Merger Agreement, the GearBubble Shareholders also have an opportunity to earn shares of the Company’s common stock (“BRGO Incentive Common Shares”) if certain revenue and net income benchmarks are met by Merger Sub in the three years following the Closing of the Acquisition Agreement. The Merger Agreement requires that following the Closing of the Merger Agreement, Donald Wilson, the President and CEO of GearBubble, and certain other key employees of Acquisition Sub shall receive employment agreements from Acquisition Sub with respect to their continued employment (the “Employment Agreements”) which will allow such key employees to participate in any employee stock ownership plan (“ESOP”) as offered to other Company’s subsidiary employees from time to time) to make certain that current personnel operating the business of GearBubble shall remain in place for all departments of the business of GearBubble post-closing of the Acquisition. At the Closing, the Equity Recipients will grant the Company the right of first refusal (the “First Refusal Right”) to purchase the Transfer Shares for cash. The aggregate cash price for the Transfer Shares shall equal (i) the average of a minimum of two (2) and a maximum of three (3) independent valuations of Merger Sub, each as of the date when the Company notifies the Equity Recipients of its intent to exercise the First Refusal Right, and each of which shall be undertaken by an independent valuation firm (to be identified by the Company and mutually acceptable to the Equity Recipients), multiplied by (ii) 49%. If the First Refusal Right has not been exercised and the Equity Recipients have not otherwise had a liquidity event with respect to the Merger Sub prior to such date, each Equity Recipient will have a one-time put right (the “Put Right”) that, if elected by such Equity Recipient, would obligate the Company to buy the Transfer Shares held by such Equity Recipient for cash at a price per Transfer Share based upon the independent fair market valuation per share as determined by an independent valuation firm (chosen in the same manner as set forth in the prior sentence). The consideration paid by the Company as follows: Cash $ 2,000,000 Promissory note 1,162,000 Fair value of total consideration transferred $ 3,162,000 The net purchase price paid by the Company was allocated to assets acquired and liabilities assumed on the records of the Company as follows: Current assets (including cash of $1,161,476) $ 1,201,476 Equipment, net 4,412 Liabilities assumed (458,628 ) Total identifiable net assets 747,260 Non-controlling interest in GearBubble Tech (366,157 ) Goodwill 2,780,897 Total $ 3,162,000 Acquisition related cost (legal and audit fees included in professional and consulting expenses during year 2021) $ 47,100 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Common Stock for Services In July 2022, the Company issued 12,857,143 shares of its common stock to a consultant for services rendered. The Company issued 12,857,143 shares of the Company’s common stock valued at approximately $0.0006 per share or $9,000, being the closing price of the stock on the date of grant to such consultant. Convertible Note Payable On July 11, 2022, the Company entered into an 8% convertible note in the amount of $80,000 less legal and financing costs of $4,250 for net proceeds of $50,000 with 1800 Diagonal Lending LLC formerly known as Sixth Street Lending, LLC. The principal and accrued interest is payable on or before July 11, 2023. The note may not be prepaid except under certain conditions. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. At the option of the Holder, but not before 180 days from the date of issuance, the holder may elect to convert all or part of the convertible into the Company’s common stock. The conversion price shall mean 65% multiplied by the average two lowest trading price (representing a discount rate of 35%) during the previous 15 trading day period ending on the latest complete trading day prior to the date of this note. During the first 90 to 180 days following the date of this note, the Company has the right to prepay the principal and accrued but unpaid interest due under this note together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 120% to 125% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay such note. Conversion of Series D Preferred Stock In July 2022, the Company received a notice of conversion from two holders in the aggregate of 145,000 shares of Series D Convertible Preferred Stock and related accrued dividends of $3,772 converting into 297,543,150 shares of the Company’s common stock. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Nature of Operations and Basis of Presentation [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States which includes the Company, its wholly-owned and majority owned subsidiaries as of June 30, 2022. All significant inter-company accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from estimates. Significant estimates during the six months ended June 30, 2022 and 2021 include the estimates of useful lives of property and equipment and intangible assets, valuation of the operating lease liability and related right-of-use asset, valuation of derivatives, valuation of beneficial conversion features on convertible debt, allowance for uncollectable receivables, valuation of equity based instruments issued for other than cash, the fair value of warrants issued with debt and equity instruments, the valuation allowance on deferred tax assets, and stock-based compensation. |
Revenue Recognition | Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. ASC 606 requires us to identify distinct performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. When distinct performance obligations exist, the Company allocates the contract transaction price to each distinct performance obligation. The standalone selling price, or our best estimate of standalone selling price, is used to allocate the transaction price to the separate performance obligations. The Company recognizes revenue when, or as, the performance obligation is satisfied. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Also, significant judgment may be required to determine the allocation of transaction price to each distinct performance obligation. Generally, revenues are recognized at the time of shipment to the customer with the price being fixed and determinable and collectability assured, provided title and risk of loss is transferred to the customer. Provisions, when appropriate, are made where the right to return exists. Shipping and handling costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales. The Company’s subsidiary, GearBubble Tech, recognizes revenue from three sources: (1) e-commerce revenue (2) platform subscription fees and (3) partner and services revenue. ● Revenues are recognized when the merchandise is shipped to the customer and title is transferred and are recorded net of any returns, and discounts or allowances . Shipping cost paid by customers are primarily for ecommerce sales and are included in revenue. Merchandise sales are fulfilled with inventory sourced through our suppliers. Therefore, the Company’s contracts have a single performance obligation (shipment of product). The Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations we have the ability to control the promised goods and as a result, the Company records ecommerce sales on a gross basis. The Company refunds the full cost of the merchandise returned and all original shipping charges if the returned item is defective or we or our partners have made an error, such as shipping the wrong product. If the return is not a result of a product defect or a fulfillment error and the customer initiate a return of an unopened item within 30 days of delivery, for most products we refund the full cost of the merchandise minus the original shipping charge and actual return shipping fees. If our customer returns an item that has been opened or shows signs of wear, the Company issues a partial refund minus the original shipping charge and actual return shipping fees. ● The Company generally recognizes platform subscription fees in the month they are earned. Annual subscription payments received that are related to future periods are recorded as deferred revenue to be recognized as revenues over the contract term or period. ● Partner and services revenue is derived from: (1) partner marketing and promotion, and (2) non-recurring professional services. Revenue from partner marketing and promotion and non-recurring professional services is recognized as the service is performed. |
Cost of revenues | Cost of revenues Cost of revenue consists primarily of the cost of the merchandise, shipping fees, credit card processing services, fulfillment cost, ecommerce sellers’ pay-out; costs associated with operation and maintenance of the Company’s platform. |
Marketing | Marketing The Company applies ASC 720 “Other Expenses” to account for marketing costs. Pursuant to ASC 720-35-25-1, the Company expenses marketing costs as incurred. Marketing costs include advertising and related expenses for third party personnel engaged in marketing and selling activities, including sales commissions. The Company directs its customers to the Company’s ecommerce platform through social media, digital marketing, and promotional campaigns. Marketing costs were $1,406,786 and $1,981,777 for the six months ended June 30, 2022 and 2021. Marketing costs were $786,519 and $1,416,672 for the three months ended June 30, 2022 and 2021, are included in selling and marketing expenses on the unaudited condensed statement of operations. |
Shipping and Handling Costs | Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with ASC 606. While amounts charged to customers for shipping products are included in revenues, the related costs of shipping products to customers are classified in selling and marketing expenses as incurred. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassified amounts have no impact on the Company’s previously reported financial position or results of operations and relates to the presentation of selling and marketing expenses, and compensation and related expenses, separately on the unaudited condensed consolidated statements of operation previously included in the general and administrative expenses, and the presentation of accounts receivable – related party separately on the consolidated balance sheets previously included in accounts receivable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value 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. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on June 30, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. In August 2018, the FASB issued ASU 2018-13,” Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Upon adoption, this guidance did not have a material impact on its consolidated financial statements. Assets or liabilities measured at fair value or a recurring basis included embedded conversion options in convertible debt and convertible preferred stock and were as follows at June 30, 2022: June 30, 2022 December 31, 2021 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Total derivative liabilities $ — $ — $ 186,140 $ — $ — $ 978,232 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are comprised of certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents on hand at June 30, 2022 and December 31, 2021. |
Accounts Receivable | Accounts Receivable The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current credit worthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for and payments from its customers and maintains provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. While such credit losses have historically been within the Company’s expectation and the provision established, the Company cannot guarantee that this will continue. An allowance for doubtful accounts is provided against accounts receivable for amounts management believes may be uncollectible. The Company determines the adequacy of this allowance by regularly reviewing the composition of its accounts receivable aging and evaluating individual customer receivables, considering the customer’s financial condition, credit history and current economic circumstance. While credit losses have historically been within the Company’s expectation and the provision established, the Company cannot guarantee that this will continue. As of June 30, 2022 and December 31, 2021, the allowance for doubtful accounts was $0 for both periods. |
Inventory | Inventory Inventories consist primarily of finished goods and are stated at the lower of cost or market. Cost is determined using the weighted average method, and average cost is recomputed after each inventory purchase or sale. Inventories are written down if the estimated net realizable value is less than the recorded value, if appropriate. |
Long-Lived Assets | Long-Lived Assets The Company assesses the recoverability of the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future, undiscounted cash flows expected to be generated by an asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No impairment losses were recognized for the six months ended June 30, 2022 and 2021. |
Property and equipment | Property and equipment Property is carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally three to five years. |
Stock-based compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. |
Derivative Liabilities | Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises and acquisition (see Note 13). 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 Entity’s 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. For public business entities, the amendments in Part I of the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. |
Concentration Risk | Concentration Risk Concentration of Revenues For the six months ended June 30, 2022 and 2021, no customer accounted for over 10% of total revenues. Concentration of Accounts Receivable As of June 30, 2022, total accounts receivable amounted to $141,386 and four customers represented 67% (23% - related party customer, 20% - related party customer, 11% - unrelated party customer and 13% - unrelated party customer) of this balance. As of December 31, 2021, total accounts receivable amounted to $51,324 and two customers represented 75% (48% - related party customer and 27% - unrelated party customer) of this balance. Concentration of Purchases The Company purchased approximately 32% of its finished products from two vendors (10% and 12%) during the six months ended June 30, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Nature of Operations and Basis of Presentation [Abstract] | |
Schedule of assets or liabilities measured at fair value or a recurring basis | June 30, 2022 December 31, 2021 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Total derivative liabilities $ — $ — $ 186,140 $ — $ — $ 978,232 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment consists | June 30, December 31, Leasehold improvements $ 391,722 $ 391,722 Office and computer equipment 581,352 581,352 Selling equipment 8,354 8,354 Furniture and fixtures 20,511 20,511 Total at cost 1,001,939 1,001,939 Less: Accumulated depreciation (932,165 ) (911,523 ) $ 69,774 $ 90,416 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Net Loss per Share [Abstract] | |
Schedule of antidilutive due to the net loss | June 30, June 30, Common Stock Equivalents: (Unaudited) (Unaudited) Stock Warrants 1,547,991,666 756,575,000 Convertible Preferred Stock 4,280,308,389 203,178,022 Convertible Notes 273,504,274 61,050,061 Total 6,101,804,329 1,020,803,083 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes Payable Disclosure [Abstract] | |
Schedule of convertible notes payable | June 30, December 31, (Unaudited) Principal amount $ 80,000 $ 1,259,000 Less: unamortized debt discount (55,013 ) (312,714 ) Convertible notes payable, net $ 24,987 $ 946,286 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Text Block [Abstract] | |
Schedule of the fair value liability of price adjustable derivative instruments | Fair Value Balance at December 31, 2020 $ 201,430 Initial valuation of derivative liabilities included in debt discount 515,000 Initial valuation of derivative liabilities related to issuance of Series B and C Preferred Stock 932,378 Initial valuation of derivative liabilities included in derivative expense 354,904 Reclassification of derivative liabilities to gain from extinguishment of debt (631,052 ) Change in fair value of derivative liabilities (394,428 ) Balance at December 31, 2021 978,232 Initial valuation of derivative liabilities included in debt discount 76,250 Initial valuation of derivative liabilities included in derivative expense 16,900 Reclassification of derivative liabilities to gain from extinguishment of debt (261,404 ) Reclassification of derivative liabilities to additional paid in capital upon conversion (67,284 ) Change in fair value of derivative liabilities (556,554 ) Balance at June 30, 2022 $ 186,140 |
Schedule of the estimated fair values of the liabilities for derivative instruments | Initial Valuations June 30, Volatility 150% to 219 % 150 % Expected Remaining Term (in years) 0.11 to 0.94 0.11 to 0.69 Risk Free Interest Rate 0.52 to 2.51 % 0.81 to 2.51 % Expected dividend yield None None |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Loans Payable [Abstract] | |
Schedule of loans payable | June 30, December 31, (Unaudited) Loans principal amount $ 791,759 $ 877,316 Accrued interest 131,706 92,330 Loans payable $ 923,465 $ 969,646 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable [Abstract] | |
Schedule of notes payable | June 30, December 31, (Unaudited) Principal amount $ 1,063,920 $ 1,116,934 Less: current portion (802,054 ) (855,158 ) Notes payable - long term portion $ 261,866 $ 261,776 June 30, December 31, (Unaudited) Principal amount – current portion $ 802,054 $ 855,158 Less: unamortized debt discount (13,682 ) - Notes payable, net $ 788,372 $ 855,158 June 30, December 31, (Unaudited) Principal amount $ - $ 400,000 Less: unamortized debt discount - (61,075 ) Secured notes payable, net $ - $ 338,925 |
Schedule of minimum principal payments under notes payable | Remainder for the year ended December 31, 2022 $ 799,120 Year ended December 31, 2023 15,492 Year ended December 31, 2024 15,492 Year ended December 31, 2025 15,492 Year ended December 31, 2026 and thereafter 218,324 Total principal payments $ 1,063,920 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Schedule of undiscounted future minimum lease payments | Remainder of year 2022 $ 30,518 2023 19,700 2024 6,660 Total minimum lease payments 56,878 Less amounts representing interest (3,468 ) Present value of net minimum lease payments 53,410 Less current portion (37,498 ) Long-term capital lease obligation $ 15,912 |
Stockholder_s Equity (Deficit)
Stockholder’s Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding stock warrants | Number of Weighted Average Weighted Balance at December 31, 2020 325,000 $ 0.50 4.84 Granted 797,916,666 0.002 - Balance at December 31, 2021 798,241,666 $ 0.002 4.26 Granted 750,000,000 $ 0.0005 7.00 Exercised (250,000 ) 0.50 2.40 Balance at June 30, 2022 1,547,991,666 $ 0.0005 5.21 Warrants exercisable at June 30, 2022 1,547,991,666 $ 0.0005 5.21 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Aphrodite’s Marketing, Inc. [Member] | |
Business Acquisitions (Tables) [Line Items] | |
Schedule of consideration paid | Equity instrument (3,000 Series B Convertible Preferred Stock) $ 664,105 Embedded conversion options in the 3,000 Series B Convertible Preferred Stock and 20% probability of achieving the Additional Shares 821,739 Fair value of total consideration transferred $ 1,485,844 |
Schedule of assets acquired and liabilities | Current assets (including cash of $60,287) $ 1,597,389 Liabilities assumed (including loans payable of $2,304,438 and note payable- long term of $150,000) (3,737,682 ) Total identifiable net liabilities (2,140,293 ) Non-controlling interest in Aphrodite’s Marketing - Intangible assets (relating to form of employment contracts and Aphrodite name with estimated three-year life) (1) 725,867 Goodwill 2,900,270 Total $ 1,485,844 Acquisition related cost (legal and audit fees included in professional and consulting expenses during year 2021) $ 54,360 (1) For the six months ended June 30, 2022 and 2021, amortization of intangible assets amounted to $120,978 and $93,614, respectively. For the three months ended June 30, 2022 and 2021, amortization of intangible assets amounted to $60,489 for both periods. |
GearBubble Tech, Inc. [Member] | |
Business Acquisitions (Tables) [Line Items] | |
Schedule of consideration paid | Cash $ 2,000,000 Promissory note 1,162,000 Fair value of total consideration transferred $ 3,162,000 |
Schedule of assets acquired and liabilities | Current assets (including cash of $1,161,476) $ 1,201,476 Equipment, net 4,412 Liabilities assumed (458,628 ) Total identifiable net assets 747,260 Non-controlling interest in GearBubble Tech (366,157 ) Goodwill 2,780,897 Total $ 3,162,000 Acquisition related cost (legal and audit fees included in professional and consulting expenses during year 2021) $ 47,100 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Details) - USD ($) | 6 Months Ended | |||||||
Jul. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Apr. 28, 2022 | Jul. 09, 2021 | Mar. 24, 2021 | Feb. 10, 2021 | Feb. 09, 2021 | |
Nature of Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Business acquisition interest acquired | 51% | 51% | 51% | |||||
Total selling percentage | 100% | |||||||
Purchase price (in Dollars) | $ 3,162,000 | |||||||
Installment, description | a) $2,000,000 (which was paid in cash at Closing), b) $1,162,000 to be paid in 15 equal installments, and c) 49,000 of the 100,000 authorized shares of the Merger Sub, such that upon the Closing, 51% of the Merger Sub shall be owned by the Company, and 49% of the Merger Sub shall be owned by the GearBubble Shareholders. The Company owns 51% of GearBubble Tech. | |||||||
Non-controlling interest balance (in Dollars) | $ 698,616 | $ 377,152 | ||||||
Minimum [Member] | ||||||||
Nature of Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Increase authorized shares of common stock | 6,000,000,000 | 3,000,000,000 | 1,000,000,000 | |||||
Maximum [Member] | ||||||||
Nature of Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Increase authorized shares of common stock | 9,000,000,000 | 6,000,000,000 | 3,000,000,000 | |||||
Aphrodite's Marketing [Member] | ||||||||
Nature of Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Non-controlling interest balance (in Dollars) | $ 1,256,088 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 4 Months Ended | 6 Months Ended |
Apr. 30, 2022 | Jun. 30, 2022 | |
Going Concern (Details) [Line Items] | ||
Net loss | $ 1,565,075 | |
Cash used in operations | 1,577,894 | |
Accumulated deficit | $ 17,588,000 | |
Net proceeds | $ 1,555,000 | |
Aphrodite Marketing and GearBubble Tech [Member] | ||
Going Concern (Details) [Line Items] | ||
Ownership percentage | 51% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Marketing costs (in Dollars) | $ 786,519 | $ 1,416,672 | $ 1,406,786 | $ 1,981,777 | |
Federal deposit insurance corporation (in Dollars) | 250,000 | 250,000 | |||
Cash in excess of FDIC (in Dollars) | 59,000 | $ 380,000 | |||
Allowance for doubtful accounts (in Dollars) | 0 | 0 | 0 | ||
Total accounts receivable (in Dollars) | $ 141,386 | $ 141,386 | $ 51,324 | ||
Number of customers | 4 | 2 | |||
Purchased finished products | 32% | ||||
Number of vendors | 2 | ||||
Accounts Receivable [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration risk percentage | 13% | 75% | |||
Customer [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration risk percentage | 10% | 10% | |||
Customer Four [Member] | Accounts Receivable [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration risk percentage | 67% | ||||
Customer One [Member] | Accounts Receivable [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration risk percentage | 23% | 48% | |||
Customer Two [Member] | Accounts Receivable [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration risk percentage | 20% | 27% | |||
Customer Three [Member] | Accounts Receivable [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration risk percentage | 11% | ||||
Vendors One [Member] | Concentration of Purchases [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Purchased finished products | 10% | ||||
Vendors Two [Member] | Concentration of Purchases [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Purchased finished products | 12% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value or a recurring basis - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value or a recurring basis [Line Items] | ||
Total derivative liabilities | ||
Level 2 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value or a recurring basis [Line Items] | ||
Total derivative liabilities | ||
Level 3 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets or liabilities measured at fair value or a recurring basis [Line Items] | ||
Total derivative liabilities | $ 186,140 | $ 978,232 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 10,085 | $ 10,030 | $ 20,642 | $ 34,445 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment consists - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of property and equipment consists [Abstract] | ||
Leasehold improvements | $ 391,722 | $ 391,722 |
Office and computer equipment | 581,352 | 581,352 |
Selling equipment | 8,354 | 8,354 |
Furniture and fixtures | 20,511 | 20,511 |
Total at cost | 1,001,939 | 1,001,939 |
Less: Accumulated depreciation | (932,165) | (911,523) |
Property and equipment, net | $ 69,774 | $ 90,416 |
Net Loss per Share (Details)
Net Loss per Share (Details) | Jun. 30, 2021 shares |
Warrant [Member] | |
Net Loss per Share (Details) [Line Items] | |
Shares issued | 1,032,197,126 |
Net Loss per Share (Details) -
Net Loss per Share (Details) - Schedule of antidilutive due to the net loss - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Net Loss per Share (Details) - Schedule of antidilutive due to the net loss [Line Items] | ||
Total | 6,101,804,329 | 1,020,803,083 |
Stock Warrants [Member] | ||
Net Loss per Share (Details) - Schedule of antidilutive due to the net loss [Line Items] | ||
Total | 1,547,991,666 | 756,575,000 |
Convertible Preferred Stock [Member] | ||
Net Loss per Share (Details) - Schedule of antidilutive due to the net loss [Line Items] | ||
Total | 4,280,308,389 | 203,178,022 |
Convertible Notes [Member] | ||
Net Loss per Share (Details) - Schedule of antidilutive due to the net loss [Line Items] | ||
Total | 273,504,274 | 61,050,061 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Mar. 08, 2022 | Nov. 08, 2021 | Oct. 04, 2021 | Sep. 14, 2021 | Feb. 11, 2021 | Apr. 30, 2022 | Jan. 31, 2022 | Jul. 28, 2021 | Jul. 20, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Apr. 13, 2022 | Feb. 28, 2022 | Feb. 10, 2021 | |
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Convertible notes percentage | 10% | 22% | 3.75% | ||||||||||||||
Convertible note amount | $ 1,512,500 | ||||||||||||||||
Financing costs | 137,500 | ||||||||||||||||
Net proceeds | $ 1,375,000 | ||||||||||||||||
Interest rate | 24% | ||||||||||||||||
Conversion price percentage | 63% | ||||||||||||||||
Outstanding balances amount | $ 0 | $ 12,500 | |||||||||||||||
Principal amount | $ 967,750 | $ 967,750 | |||||||||||||||
Converted common stock shares (in Shares) | 54,500,000 | 1,058,153,419 | |||||||||||||||
Outstanding principal and accrued interest | 0 | $ 0 | |||||||||||||||
Interest expenses | 806,458 | ||||||||||||||||
Outstanding balance | 569,124 | 569,124 | 573,750 | ||||||||||||||
Outstanding principal amount | 10% | ||||||||||||||||
Conversion price (in Dollars per share) | $ 0.0015 | ||||||||||||||||
Warrant purchase shares (in Shares) | 756,250,000 | ||||||||||||||||
Warrants term years | 5 years | ||||||||||||||||
Exercise price per shares (in Dollars per share) | $ 0.002 | ||||||||||||||||
Debt discount | $ 687,500 | ||||||||||||||||
Fair value warrants | $ 687,500 | $ 162,387 | |||||||||||||||
Exercise price (in Dollars per share) | $ 0.002 | ||||||||||||||||
Risk-free rate | 0.46% | ||||||||||||||||
Expected volatility rate | 424% | 482% | |||||||||||||||
Conversion fees | 16,000 | $ 16,000 | $ 1,800 | ||||||||||||||
Principal accrued interest | 55,469 | ||||||||||||||||
Additional interest expense | 35,976 | ||||||||||||||||
Amortization interest expense | 80,936 | $ 511,863 | $ 337,701 | $ 670,865 | |||||||||||||
Common Stock [Member] | |||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Stock price (in Dollars per share) | $ 0.013 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Premium ranging | 120% | ||||||||||||||||
Conversion price | $ 0.0015 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Premium ranging | 125% | ||||||||||||||||
Conversion price | $ 0.001 | ||||||||||||||||
Power Up Lending Group [Member] | |||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Converted common stock shares (in Shares) | 88,730,159 | ||||||||||||||||
Sixth Street Lending, LLC [Member] | |||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Convertible notes percentage | 8% | ||||||||||||||||
Convertible note amount | $ 80,000 | ||||||||||||||||
Financing costs | 3,750 | ||||||||||||||||
Net proceeds | $ 76,250 | ||||||||||||||||
Interest rate | 22% | ||||||||||||||||
Conversion price percentage | 65% | ||||||||||||||||
Discount rate percentage | 35% | ||||||||||||||||
Outstanding balances amount | $ 55,000 | ||||||||||||||||
Accrued interest | $ 2,200 | ||||||||||||||||
Converted common stock shares (in Shares) | 143,349,283 | ||||||||||||||||
Convertible Notes Payable One [Member] | Power Up Lending Group [Member] | |||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Convertible notes percentage | 8% | ||||||||||||||||
Convertible note amount | $ 55,000 | ||||||||||||||||
Financing costs | 3,750 | ||||||||||||||||
Net proceeds | $ 51,250 | ||||||||||||||||
Interest rate | 22% | ||||||||||||||||
Conversion price percentage | 63% | ||||||||||||||||
Discount rate percentage | 37% | ||||||||||||||||
Outstanding balances amount | 55,000 | ||||||||||||||||
Accrued interest | $ 2,200 | 3,954 | |||||||||||||||
Principal amount | 55,000 | $ 55,000 | |||||||||||||||
Converted common stock shares (in Shares) | 65,000,000 | ||||||||||||||||
Outstanding principal and accrued interest | 0 | $ 0 | |||||||||||||||
Convertible Notes Payable Two [Member] | Power Up Lending Group [Member] | |||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Convertible notes percentage | 8% | ||||||||||||||||
Convertible note amount | $ 48,750 | ||||||||||||||||
Financing costs | 3,750 | ||||||||||||||||
Net proceeds | $ 45,000 | ||||||||||||||||
Interest rate | 22% | ||||||||||||||||
Conversion price percentage | 63% | ||||||||||||||||
Discount rate percentage | 37% | ||||||||||||||||
Outstanding balances amount | 48,750 | ||||||||||||||||
Accrued interest | 1,950 | 2,351 | |||||||||||||||
Principal amount | 48,750 | $ 48,750 | |||||||||||||||
Converted common stock shares (in Shares) | 66,710,526 | ||||||||||||||||
Outstanding principal and accrued interest | 0 | $ 0 | |||||||||||||||
Convertible Notes Payable Three [Member] | Power Up Lending Group [Member] | |||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Convertible notes percentage | 8% | ||||||||||||||||
Convertible note amount | $ 78,750 | ||||||||||||||||
Financing costs | 3,750 | ||||||||||||||||
Net proceeds | $ 75,000 | ||||||||||||||||
Interest rate | 22% | ||||||||||||||||
Outstanding balances amount | 78,750 | ||||||||||||||||
Accrued interest | 3,150 | 2,140 | |||||||||||||||
Principal amount | 78,750 | $ 78,750 | |||||||||||||||
Converted common stock shares (in Shares) | 124,478,952 | ||||||||||||||||
Outstanding principal and accrued interest | 0 | $ 0 | |||||||||||||||
Convertible Notes Payable Four [Member] | Power Up Lending Group [Member] | |||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Convertible notes percentage | 8% | ||||||||||||||||
Convertible note amount | $ 53,750 | ||||||||||||||||
Financing costs | 3,750 | ||||||||||||||||
Net proceeds | $ 50,000 | ||||||||||||||||
Interest rate | 22% | ||||||||||||||||
Conversion price percentage | 63% | ||||||||||||||||
Discount rate percentage | 37% | ||||||||||||||||
Outstanding balances amount | 53,750 | ||||||||||||||||
Accrued interest | 2,150 | ||||||||||||||||
Outstanding principal and accrued interest | 53,750 | ||||||||||||||||
Interest expenses | 1,037 | ||||||||||||||||
Convertible Notes Payable Five [Member] | Sixth Street Lending, LLC [Member] | |||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Convertible notes percentage | 8% | ||||||||||||||||
Convertible note amount | $ 55,000 | ||||||||||||||||
Financing costs | $ 3,750 | ||||||||||||||||
Interest rate | 22% | ||||||||||||||||
Conversion price percentage | 63% | ||||||||||||||||
Discount rate percentage | 37% | ||||||||||||||||
Accrued interest | 0 | ||||||||||||||||
Interest expenses | 639 | ||||||||||||||||
Net proceeds | $ 51,250 | ||||||||||||||||
Outstanding balance | 0 | 0 | 55,000 | ||||||||||||||
Convertible Notes Payable Ten [Member] | |||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Accrued interest | 39,342 | ||||||||||||||||
Principal amount | $ 544,750 | ||||||||||||||||
Converted common stock shares (in Shares) | 407,365,253 | ||||||||||||||||
Interest expenses | $ 60,459 | ||||||||||||||||
Conversion fees | 4,050 | ||||||||||||||||
Outstanding amount | $ 967,750 | ||||||||||||||||
Convertible Notes Payable Ten [Member] | Sixth Street Lending, LLC [Member] | |||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||
Interest expenses | 1,999 | ||||||||||||||||
Outstanding balance | $ 80,000 | $ 80,000 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of convertible notes payable - Convertible Notes Payable [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||
Principal amount | $ 80,000 | $ 1,259,000 |
Less: unamortized debt discount | (55,013) | (312,714) |
Convertible notes payable, net | $ 24,987 | $ 946,286 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | ||
Derivative liability | $ 186,140 | $ 978,232 |
Derivative liability from convertible debt | 83,016 | 478,212 |
Derivative liability related to marketing | $ 103,124 | $ 500,020 |
Derivative liabilities per share (in Dollars per share) | $ 0.0005 | $ 0.002 |
Derivative Liability (Details)
Derivative Liability (Details) - Schedule of the fair value liability of price adjustable derivative instruments - Fair Value of Liability for Derivative Instruments [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Derivative Liability (Details) - Schedule of the fair value liability of price adjustable derivative instruments [Line Items] | ||
Balance | $ 978,232 | $ 201,430 |
Initial valuation of derivative liabilities included in debt discount | 76,250 | 515,000 |
Reclassification of derivative liabilities to additional paid in capital upon conversion | (67,284) | |
Initial valuation of derivative liabilities related to issuance of Series B and C Preferred Stock | 932,378 | |
Initial valuation of derivative liabilities included in derivative expense | 16,900 | 354,904 |
Reclassification of derivative liabilities to gain from extinguishment of debt | (261,404) | (631,052) |
Change in fair value of derivative liabilities | (556,554) | (394,428) |
Balance | $ 186,140 | $ 978,232 |
Derivative Liability (Details_2
Derivative Liability (Details) - Schedule of the estimated fair values of the liabilities for derivative instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Liability (Details) - Schedule of the estimated fair values of the liabilities for derivative instruments [Line Items] | |
Volatility | 150% |
Expected dividend yield | 0% |
Minimum [Member] | |
Derivative Liability (Details) - Schedule of the estimated fair values of the liabilities for derivative instruments [Line Items] | |
Expected Remaining Term (in years) | 1 month 9 days |
Risk Free Interest Rate | 0.81% |
Maximum [Member] | |
Derivative Liability (Details) - Schedule of the estimated fair values of the liabilities for derivative instruments [Line Items] | |
Expected Remaining Term (in years) | 8 months 8 days |
Risk Free Interest Rate | 2.51% |
Initial Valuations on new derivative instruments [Member] | |
Derivative Liability (Details) - Schedule of the estimated fair values of the liabilities for derivative instruments [Line Items] | |
Expected dividend yield | 0% |
Initial Valuations on new derivative instruments [Member] | Minimum [Member] | |
Derivative Liability (Details) - Schedule of the estimated fair values of the liabilities for derivative instruments [Line Items] | |
Volatility | 150% |
Expected Remaining Term (in years) | 1 month 9 days |
Risk Free Interest Rate | 0.52% |
Initial Valuations on new derivative instruments [Member] | Maximum [Member] | |
Derivative Liability (Details) - Schedule of the estimated fair values of the liabilities for derivative instruments [Line Items] | |
Volatility | 219% |
Expected Remaining Term (in years) | 11 months 8 days |
Risk Free Interest Rate | 2.51% |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Feb. 10, 2021 | Sep. 14, 2020 | Jun. 16, 2022 | Feb. 28, 2022 | Sep. 18, 2020 | Jun. 16, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Loans Payable (Details) [Line Items] | ||||||||
Convertible promissory note | $ 12,500 | |||||||
Convertible note percentage | 10% | |||||||
Outstanding balances | $ 0 | $ 12,500 | ||||||
Accrued interest | $ 1,639 | $ 307 | 1,928 | |||||
Loan payable, description | In February 2022, principal of $12,500, accrued interest of $2,068, and conversion fees of $2,800 were converted into 21,710,613 shares of common stock. | |||||||
Other income description | During the six months ended June 30, 2022, the Company incurred additional interest expense of $31,024 from such conversion into common stock. As of June 30, 2022, the principal balance and accrued interest is $0. | |||||||
Loan cost | $ 15,000 | 25,000 | ||||||
Accrued interest percentage | 10% | |||||||
Principal balance | $ 12,250 | |||||||
Conversion fees | $ 1,800 | $ 16,000 | ||||||
Shares of common stock (in Shares) | 39,222,875 | |||||||
Additional interest expense | 35,976 | |||||||
Accrued interest | 55,469 | |||||||
Accrues interest percentage | 3% | 10% | ||||||
Principal balance | 100,000 | |||||||
Outstanding balance | 569,124 | 573,750 | ||||||
Conversion Common Stock [Member] | ||||||||
Loans Payable (Details) [Line Items] | ||||||||
Additional interest expense | 61,445 | |||||||
Accrued interest | 0 | |||||||
Trillium Partners Lp [Member] | ||||||||
Loans Payable (Details) [Line Items] | ||||||||
Outstanding balances | 12,250 | |||||||
Accrued interest | 1,225 | |||||||
Loan payable, description | In February 2022, principal of $15,000, accrued interest of $3,520, and conversion fees of $1,400 were converted into 37,400,688 shares of common stock. | |||||||
Loan cost | $ 12,250 | $ 100,000 | ||||||
Additional interest expense | 68,755 | |||||||
Accrued interest | $ 0 | |||||||
Outstanding balance, description | The outstanding balances at December 31, 2021 and 2020 were $15,000 for both periods, with accrued interest of $1,927 and $378 at December 31, 2021 and 2020, respectively. | |||||||
Clear Finance Technology Corporation [Member] | ||||||||
Loans Payable (Details) [Line Items] | ||||||||
Outstanding balances | 200,930 | |||||||
Accrued interest | 24,300 | |||||||
Outstanding balance | $ 227,517 | |||||||
Cash received | 526,620 | |||||||
Capital advance agreement | 577,507 | |||||||
Received cash | $ 297,500 | |||||||
Cash repaid | 356,698 | |||||||
Convertible note | $ 141,732 | |||||||
Aphrodite's Marketing [Member] | ||||||||
Loans Payable (Details) [Line Items] | ||||||||
Convertible note percentage | 7% | |||||||
Outstanding balances | 359,774 | |||||||
Accrued interest | 10,000 | |||||||
Cash received | 133,202 | |||||||
Capital advance agreement | 472,384 | |||||||
Received cash | $ 196,100 | |||||||
Cash repaid | 129,354 | |||||||
Convertible note | 97,338 | 30,592 | ||||||
Digital Age Business [Member] | ||||||||
Loans Payable (Details) [Line Items] | ||||||||
Outstanding balances | 113,500 | |||||||
Loan cost | 40,487 | |||||||
Cash received | 71,013 | |||||||
Convertible note | 0 | 42,487 | ||||||
Repaid cash | 2,000 | |||||||
Nationwide Transport Service, LLC [Member] | ||||||||
Loans Payable (Details) [Line Items] | ||||||||
Outstanding balances | 545,720 | 569,124 | 573,750 | |||||
Accrued interest | $ 131,706 | 58,030 | ||||||
Loan payable, description | Interest on defaulted amount ranges from 1% to 3% per month. | |||||||
Loan cost | $ 106,000 | |||||||
Cash repaid | 30,000 | |||||||
Repaid cash | 150,000 | |||||||
Jonathan Foltz [Member] | ||||||||
Loans Payable (Details) [Line Items] | ||||||||
Outstanding balances | $ 75,500 | 82,136 | ||||||
Cash received | 2,000 | |||||||
Cash repaid | 3,354 | $ 31,636 | ||||||
Convertible note | 15,269 | |||||||
Jonathan Foltz [Member] | Trillium Partners Lp [Member] | ||||||||
Loans Payable (Details) [Line Items] | ||||||||
Loan cost | $ 65,513 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of loans payable - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of loans payable [Abstract] | ||
Loans principal amount | $ 791,759 | $ 877,316 |
Accrued interest | 131,706 | 92,330 |
Loans payable | $ 923,465 | $ 969,646 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Apr. 13, 2022 | Jul. 02, 2021 | Feb. 11, 2021 | Feb. 10, 2021 | Jul. 06, 2020 | Apr. 30, 2022 | Feb. 28, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 24, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Oct. 31, 2021 | |
Notes Payable (Details) [Line Items] | |||||||||||||||
Accrued interest | $ 14,611 | $ 11,574 | $ 11,574 | $ 8,577 | |||||||||||
Interest rate | 22% | 10% | 3.75% | ||||||||||||
Outstanding Balance | 0 | 12,500 | |||||||||||||
Promissory note | $ 127,400 | $ 1,162,000 | |||||||||||||
Convertible percentage | 12% | ||||||||||||||
Original issue discount | $ 13,650 | ||||||||||||||
Financing costs | 3,750 | 10,000 | $ 10,000 | 5,000 | 5,000 | ||||||||||
Net proceeds | $ 110,000 | $ 815,000 | 495,000 | ||||||||||||
Interest of principal amount | 14,268.8 | ||||||||||||||
Total payback holder | $ 142,688 | ||||||||||||||
Conversion price percentage | 75% | ||||||||||||||
Discount rate percentage | 25% | ||||||||||||||
Amortization of debt discounts related to promissory note amount | $ 3,718 | $ 3,718 | |||||||||||||
Promissory note description | the Company has repaid back $25,480 related to this promissory note. The outstanding balance at June 30, 2022 was $101,920 with accrued interest of $764. | ||||||||||||||
Late fee | 5% | ||||||||||||||
Aggregate amount | $ 590,000 | ||||||||||||||
Discount issued | $ 90,000 | ||||||||||||||
Cash paid to the lenders | 40,000 | $ 35,000 | $ 7,500 | ||||||||||||
Bear interest | 22% | ||||||||||||||
Warrant purchase (in Shares) | 41,666,666 | ||||||||||||||
Warrant term description | The warrants have a term of 7 years from the date of grant and exercisable at an exercise price of $0.006. | ||||||||||||||
Fair value warrants | $ 687,500 | $ 162,387 | |||||||||||||
Stock price | $ 0.006 | ||||||||||||||
Exercise price (in Dollars per share) | $ 0.006 | $ 0.006 | |||||||||||||
Dividend yield (in Shares) | 0 | ||||||||||||||
Risk-free rate | 1.41% | ||||||||||||||
Expected volatility | 424% | 482% | |||||||||||||
Repaid back amount | $ 110,000 | $ 110,000 | 190,000 | ||||||||||||
Remaining balance | $ 290,000 | 290,000 | 400,000 | ||||||||||||
Amortization of debt discounts | 61,075 | 61,075 | 196,312 | ||||||||||||
GearBubble Tech [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Outstanding Balance | 697,200 | 852,133 | |||||||||||||
Majority owners percentage | 49% | ||||||||||||||
Installments amount | $ 1,162,000 | ||||||||||||||
Interest paid | $ 309,867 | $ 309,867 | |||||||||||||
Promissory note amount | 154,933 | 154,933 | |||||||||||||
SBA Loan Agreement [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Loan authorization and agreement amount | $ 114,800 | ||||||||||||||
Working capital | $ 150,000 | 114,800 | |||||||||||||
Installment principal amount | $ 560 | $ 731 | |||||||||||||
Interest accrues percentage | 3.75% | ||||||||||||||
Outstanding balance | 114,800 | 114,800 | |||||||||||||
Accrued interest | $ 8,858 | 8,858 | 6,564 | ||||||||||||
Acquisition outstanding | $ 150,000 | ||||||||||||||
Outstanding Balance | $ 150,000 | $ 150,000 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Unsecured Notes Payable [Member] | ||
Dividends Payable [Line Items] | ||
Principal amount | $ 1,063,920 | $ 1,116,934 |
Less: current portion | (802,054) | (855,158) |
Notes payable - long term portion | 261,866 | 261,776 |
Principal amount – current portion | 802,054 | 855,158 |
Less: unamortized debt discount | (13,682) | |
Notes payable, net | 788,372 | 855,158 |
Secured Notes Payable [Member] | ||
Dividends Payable [Line Items] | ||
Principal amount | 400,000 | |
Less: unamortized debt discount | (61,075) | |
Secured notes payable, net | $ 338,925 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of minimum principal payments under notes payable | Jun. 30, 2022 USD ($) |
Schedule of minimum principal payments under notes payable [Abstract] | |
Remainder for the year ended December 31, 2022 | $ 799,120 |
Year ended December 31, 2023 | 15,492 |
Year ended December 31, 2024 | 15,492 |
Year ended December 31, 2025 | 15,492 |
Year ended December 31, 2026 and thereafter | 218,324 |
Total principal payments | $ 1,063,920 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 01, 2021 | Jul. 31, 2021 | Feb. 28, 2010 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2022 | Sep. 01, 2011 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Primarily consisted of accrued interest | $ 0 | $ 0 | $ 145,347 | |||||
Interest rate | 3.37% | 3.37% | 3.25% | |||||
Interest expenses | $ 2,845 | $ 13,156 | ||||||
Base salary | $ 250,000 | $ 175,000 | ||||||
Annual increase percentage | 3% | 3% | ||||||
Outstanding common stock percentage | 51% | |||||||
Deferred compensation | 346,163 | |||||||
Deferred compensation | $ 346,163 | |||||||
Accrued bonus compensation | 100,000 | |||||||
Accrued compensation | $ 403,460 | 403,460 | ||||||
Employment agreement description | The term of the Amended Employment Agreement shall be for 5 years and shall be automatically extended for successive periods of 1 year unless terminated by the Company or the Executive. | |||||||
Shares of common stock (in Shares) | 500,000,000 | |||||||
Authorized shares (in Shares) | 6,000,000,000 | |||||||
Incurred consulting fees | 46,905 | |||||||
Outstanding balance | 569,124 | 569,124 | 573,750 | |||||
Generated revenues | 3,705 | 53,655 | ||||||
Accounts receivable | $ 28,705 | $ 28,705 | ||||||
Mr. Donald Wilson [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Majority owners percentage | 49% | 49% | ||||||
Jonathan Foltz [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Majority owners percentage | 49% | 49% | ||||||
GearBubble Tech [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Majority owners percentage | 49% | 49% | ||||||
Jonathan Foltz [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Outstanding balance | $ 0 | $ 0 | 42,487 | |||||
CEO [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Deferred compensation | $ 145,347 | |||||||
Mr. Donald Wilson [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Incurred consulting fees | 20,800 | |||||||
Generated revenues | 0 | 89,100 | ||||||
Accounts receivable | $ 33,001 | |||||||
Series A Preferred Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Auction Market Preferred Securities, Stock Series, Shares Authorized (in Shares) | 24 | 51 | ||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Outstanding common stock percentage | 51% | |||||||
Accrued compensation | 42,703 | $ 42,703 | ||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Advances in accrued interest | $ 148,192 | |||||||
Accrued interest | 0 | $ 145,347 | ||||||
Chief Executive Officer [Member] | Jonathan Foltz [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Outstanding balance | $ 15,269 | $ 15,269 | $ 82,136 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jul. 01, 2021 | Oct. 01, 2019 | Jan. 01, 2019 | May 31, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||||||||
Unallocated expenses percentage | 1% | |||||||
Aggregate number of shares percentage | 5% | |||||||
Transaction fees percentage | 3% | |||||||
Shares of common stock (in Shares) | 16,021,937 | 16,021,937 | ||||||
Fair value of common share (in Dollars) | $ 62,486 | |||||||
Common stock, per share (in Dollars per share) | $ 0.0039 | $ 0.0039 | ||||||
Stock-based compensation (in Dollars) | $ 15,621 | $ 31,242 | ||||||
Remaining amount (in Dollars) | $ 23,433 | |||||||
Operating lease, description | The term of the first lease is for a ten-year period from July 2014 to April 2024 starting with a monthly base rent of $1,200. | |||||||
Sales percentage | 10% | |||||||
Incremental borrowing rate | 10% | 8% | ||||||
Lease agreement term | 3 years | |||||||
Rent amount (in Dollars) | $ 6,582 | |||||||
Operating lease liabilities (in Dollars) | $ 122,946 | $ 122,946 | ||||||
Successive period term | 1 year | |||||||
Base salary (in Dollars) | $ 250,000 | |||||||
Increase rate | 3% | |||||||
Issuance of shares (in Shares) | 500,000,000 | |||||||
Increasing authorized shares (in Shares) | 6,000,000,000 | |||||||
Consulting Agreement [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Consulting agreement, description | As consideration for the services, the Company will issue a total of 32,043,874 shares of the Company’s common stock based on the following schedule: i) 16,021,937 shares of common stock upon execution of the Agreement and ii) 16,021,937 shares of common stock upon an uplisting of the Company’s common stock to a national exchange. | |||||||
Compensation percentage | 7% | |||||||
Amended Employment Agreement [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Agreement term | 5 years |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of undiscounted future minimum lease payments | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule of undiscounted future minimum lease payments [Abstract] | |
Remainder of year 2022 | $ 30,518 |
2023 | 19,700 |
2024 | 6,660 |
Total minimum lease payments | 56,878 |
Less amounts representing interest | (3,468) |
Present value of net minimum lease payments | 53,410 |
Less current portion | (37,498) |
Long-term capital lease obligation | $ 15,912 |
Stockholder_s Equity (Deficit_2
Stockholder’s Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Apr. 13, 2022 | Jul. 09, 2021 | Feb. 10, 2021 | May 31, 2022 | Apr. 30, 2022 | Apr. 18, 2022 | Feb. 28, 2022 | Oct. 31, 2021 | Feb. 28, 2021 | May 31, 2022 | Feb. 28, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Apr. 28, 2022 | Jan. 04, 2022 | Jul. 31, 2021 | Mar. 24, 2021 | Feb. 08, 2021 | Sep. 30, 2011 | |
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Aggregate share | 1,000,000,000 | 16,021,937 | 98,334,176 | 232,079,442 | ||||||||||||||||||||
Aggregate share issued | 100,000,000 | 825,000 | 855,000 | |||||||||||||||||||||
Common stock issued | 500,000,000 | |||||||||||||||||||||||
Common stock shares authorized | 6,000,000,000 | |||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Stated value per share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Preferred stock, issued and outstanding percentage | 49% | |||||||||||||||||||||||
Common stock, share authorized | 4,900 | |||||||||||||||||||||||
Preferred stock shares | 5 | 5 | 5 | |||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||
Conversion ratio | 10,670 | |||||||||||||||||||||||
Diluted basis shares | (1,066,906,000) | |||||||||||||||||||||||
Company shares | 135,896,517 | |||||||||||||||||||||||
Annual dividend percentage | 75% | |||||||||||||||||||||||
Total net proceeds (in Dollars) | $ 110,000 | $ 815,000 | $ 495,000 | |||||||||||||||||||||
Financing cost (in Dollars) | $ 3,750 | $ 10,000 | $ 10,000 | $ 10,000 | $ 5,000 | 5,000 | ||||||||||||||||||
Financing cost per share (in Dollars per share) | $ 0.9 | $ 0.96 | $ 0.96 | |||||||||||||||||||||
Issuance of deemed dividend (in Dollars) | $ 815,000 | |||||||||||||||||||||||
Aggregate purchase shares | 750,000,000 | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.0005 | |||||||||||||||||||||||
Sale of purchase price per share (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||
Accrued interest and conversion fees (in Dollars) | $ 108,750 | $ 1,229,018 | ||||||||||||||||||||||
Incurred additional interest expense (in Dollars) | $ 161,225 | 4,350 | 842,435 | |||||||||||||||||||||
Total proceeds (in Dollars) | $ 740,000 | $ 214,203 | $ 113,100 | $ 2,071,453 | ||||||||||||||||||||
Contractual conversion price (in Dollars per share) | $ 0.002 | $ 0.001 | ||||||||||||||||||||||
Accrued interest and conversion fees (in Dollars) | $ 52,978 | |||||||||||||||||||||||
Shares of common stock issued | 98,334,176 | 98,334,176 | ||||||||||||||||||||||
Fair value of common stock (in Dollars) | $ 214,203 | $ (556,554) | $ 769,211 | |||||||||||||||||||||
Fair value price per share (in Dollars per share) | $ 0.002 | $ 0.002 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||
Aggregate intrinsic value of warrants outstanding (in Dollars) | $ 0 | $ 0 | ||||||||||||||||||||||
Warrant to purchase shares | 41,666,666 | 756,250,000 | ||||||||||||||||||||||
Warrants term | 7 years | 5 years | ||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.006 | $ 0.002 | ||||||||||||||||||||||
Exercise warrants | 250,000 | |||||||||||||||||||||||
Converted common stock shares | 54,500,000 | 1,058,153,419 | ||||||||||||||||||||||
Dividends (in Dollars) | $ 878 | |||||||||||||||||||||||
Dilutive issuance (in Dollars per share) | $ 0.00005 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Aggregate share | 1,314,342,897 | |||||||||||||||||||||||
Common stock shares authorized | 6,000,000,000 | |||||||||||||||||||||||
Company shares | 20,937,374 | 46,056,319 | ||||||||||||||||||||||
Issuance of deemed dividend (in Dollars) | ||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Warrants term | 7 years | 7 years | ||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Common stock shares authorized | 3,000,000,000 | 6,000,000,000 | 1,000,000,000 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Common stock shares authorized | 6,000,000,000 | 9,000,000,000 | 3,000,000,000 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Preferred stock shares | 75 | 51 | ||||||||||||||||||||||
Voting rights, description | Each one (1) share of the Series A Preferred Stock shall have voting rights equal to One Percent (1%) of the issued and outstanding shares of the Corporation’s Common Stock on the date of any such vote, such that the Holder of all Seventy-Five (75) shares of Series A Preferred Stock, shall always have voting rights equal to Seventy Five Percent (75%) of the issued and outstanding shares of the Company’s Common Stock. | |||||||||||||||||||||||
Series A Preferred Stock [Member] | Designation [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Preferred stock shares designated | 51 | 51 | ||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | Conversion [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Preferred Stock, share issued | 75 | 75 | 75 | |||||||||||||||||||||
Preferred Stock, share outstanding | 75 | 75 | 75 | |||||||||||||||||||||
Series A Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Preferred stock shares | 51 | 51 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Preferred stock shares | 75 | 75 | ||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Preferred Stock, share issued | 3,000 | 3,000 | 3,000 | |||||||||||||||||||||
Preferred Stock, share outstanding | 3,000 | 3,000 | 3,000 | |||||||||||||||||||||
Certificate of designation preferred stock | 4,900 | |||||||||||||||||||||||
Series A preferred stock designation , description | The Company had designated 49 shares which was amended and increase from 49 to 4,900 shares of preferred stock as Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock has a par value of $0.00001 per share and a stated value of $100. | |||||||||||||||||||||||
Rate of stated value | 2% | |||||||||||||||||||||||
Preferred stock, issued and outstanding percentage | 80% | |||||||||||||||||||||||
Issued and outstanding percentage | 0.01% | |||||||||||||||||||||||
Preferred stock, shares authorized | 4,900 | 4,900 | 4,900 | |||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||
Convertible preferred stock share issued (in Dollars) | $ 19,567 | |||||||||||||||||||||||
Series c Convertible Preferred Stock [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Preferred Stock, share issued | 0 | 0 | 5 | |||||||||||||||||||||
Preferred Stock, share outstanding | 0 | 0 | 5 | |||||||||||||||||||||
Rate of stated value | 2% | |||||||||||||||||||||||
Preferred stock, issued and outstanding percentage | 80% | |||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||
Preferred stock face value (in Dollars) | $ 100 | |||||||||||||||||||||||
Convertible shares | 5 | |||||||||||||||||||||||
Convertible preferred stock share issued (in Dollars) | $ 19,567 | |||||||||||||||||||||||
Series c Convertible Preferred Stock [Member] | Conversion at Option of Holder [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Preferred stock, issued and outstanding percentage | 1% | |||||||||||||||||||||||
Ownership does not exceed percentage | 9.99% | |||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Aggregate share issued | 825,000 | |||||||||||||||||||||||
Preferred Stock, share issued | 1,680,000 | 1,680,000 | 2,500,000 | |||||||||||||||||||||
Preferred Stock, share outstanding | 1,680,000 | 1,680,000 | 0 | |||||||||||||||||||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||
Designated shares preferred stock | 2,500,000 | |||||||||||||||||||||||
Par value per share (in Dollars per share) | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||
Stated value (in Dollars per share) | $ 1 | |||||||||||||||||||||||
Annual dividend percentage | 3% | |||||||||||||||||||||||
Dividend rate shall automatically increase | 18% | |||||||||||||||||||||||
Conversion price description | The effective conversion price (the “Conversion Price”) shall equal the fixed conversion price equal to $0.0005 (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). Notwithstanding anything contained herein to the contrary, in the event that, following the date of issuance of the Series D Preferred Stock, the Company consummates a financing of at least $7,500,000, in the aggregate, in one offering or a series of offerings (debt or equity or a combination), the Conversion Price shall be reset to the Variable Conversion Price. The “Variable Conversion Price” shall mean 65% multiplied by the market price (representing a discount rate of 35%). Market price means the average of the lowest trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date | |||||||||||||||||||||||
Total net proceeds (in Dollars) | $ 740,000 | |||||||||||||||||||||||
Financing cost (in Dollars) | $ 10,000 | |||||||||||||||||||||||
Financing cost per share (in Dollars per share) | $ 0.9 | |||||||||||||||||||||||
Aggregate purchase shares | 750,000,000 | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.0005 | |||||||||||||||||||||||
Warrant description | (i) the price per share received by the Company upon such Dilutive Issuance; and (ii)$0.00005. In connection with the issuance of these Series D Convertible Preferred Stock and stock warrants, the Company recognize deemed dividend of $740,000 upon issuance. | |||||||||||||||||||||||
Convertible preferred stock share issued (in Dollars) | $ 5,335 | |||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Fixed conversion price (in Dollars per share) | 0.0008 | 0.001 | ||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Fixed conversion price (in Dollars per share) | $ 0.0005 | $ 0.0008 | ||||||||||||||||||||||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Stockholder’s Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||
Preferred stock shares | 75 | 75 |
Stockholder_s Equity (Deficit_3
Stockholder’s Equity (Deficit) (Details) - Schedule of outstanding stock warrants - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of outstanding stock warrants [Abstract] | ||
Number of Warrants, Beginning balance | 798,241,666 | 325,000 |
Weighted Average Exercise Price, Beginning balance | $ 0.002 | $ 0.5 |
Weighted Average Remaining Contractual Life (Years), Beginning balance | 4 years 10 months 2 days | |
Number of Warrants, Granted | 750,000,000 | 797,916,666 |
Weighted Average Exercise Price, Granted | $ 0.0005 | $ 0.002 |
Weighted Average Remaining Contractual Life (Years), Granted | 7 years | |
Number of Warrants, Exercised | (250,000) | |
Weighted Average Exercise Price, Exercised | $ 0.5 | |
Weighted Average Remaining Contractual Life (Years), Exercised | 2 years 4 months 24 days | |
Number of Warrants, Ending balance | 1,547,991,666 | 798,241,666 |
Weighted Average Exercise Price, Ending balance | $ 0.0005 | $ 0.002 |
Weighted Average Remaining Contractual Life (Years), Ending balance | 5 years 2 months 15 days | 4 years 3 months 3 days |
Number of Warrants, Warrants exercisable | 1,547,991,666 | |
Weighted Average Exercise Price, Warrants exercisable | $ 0.0005 | |
Weighted Average Remaining Contractual Life (Years), Warrants exercisable | 5 years 2 months 15 days |
Business Acquisitions (Details)
Business Acquisitions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Feb. 11, 2021 | Feb. 10, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisitions (Details) [Line Items] | ||||||
Issued and outstanding common stock percentage | 30% | |||||
Additional financing marketing (in Dollars) | $ 5,000,000 | |||||
Transfer to selling shareholders | 49,000 | |||||
Shares authorized | 100,000 | |||||
Acquisition owned prcentage | 51% | |||||
Acquisition owned by shareholders percentage | 49% | |||||
Acquisition agreement, description | the Company agreed to provide Acquisition Sub with certain financing, as follows (a) upon the signing of the Letter of Intent that preceded this Acquisition Agreement, the Company provided loans to Jonathan Foltz for the benefit of Aphrodites.com in the amounts of $50,000 on January 22, 2021, $35,000 on January 27, 2021, and $50,000 on February 5, 2021, which were used to pay some of the most pressing of Aphrodite’s Liabilities as evidenced by the three promissory notes set forth (b) and upon the signing of this Acquisition Agreement, the Company or its investors will provide equity financing of $615,000 for the benefit of Acquisition Sub, (for which the Company shall enter into a certain Securities Purchase Agreement, Convertible Promissory Note, Warrant, Guaranty, Security Agreement and Registration Rights Agreement (together, the “BRGO Transaction Documents”), (the “Initial Financing”) which will be used to pay for (i) partial extinguishing the Assumed Liabilities set forth in the Acquisition Agreement and (ii) expenses in connection with the acquisition and the audit of Acquisition Sub; (c) and following the closing of the acquisition, the Company will facilitate a second equity financing for the benefit of the Acquisition Sub in the amount of an additional $750,000, which shall take place following the effective date of the Company’s new S-1 Registration Statement (the “Second Financing”), and such funds shall be utilized, in part, to pay for (i) extinguishing the Assumed Liabilities, and (ii) the expenses incurred in connection with the acquisition and the audit of Acquisition Sub and (d) following the closing, the Company will raise an additional $3,500,000, the proceeds of which will be used for the Acquisition Sub, by the sale of shares of common stock of the Company, pursuant to an S-1 Registration Statement (the “Additional Financing”). | |||||
Additional financing least cost (in Dollars) | $ 750,000 | |||||
Foregoing financing (in Dollars) | 5,000,000 | |||||
Gross revenue (in Dollars) | 5,000,000 | |||||
Amortization of intangible assets (in Dollars) | $ 60,489 | $ 60,489 | $ 120,978 | $ 93,614 | ||
Merger agreement, description | the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GearBubble, Inc., a Nevada corporation, (“GearBubble”), pursuant to which the shareholders of GearBubble (the “Equity Recipients”) agreed to sell 100% of the issued and outstanding shares of GearBubble to a subsidiary of the Company known as GearBubble Tech, Inc., a Wyoming corporation (the “Merger Sub”) in exchange for $3,162,000 (the “Cash Purchase Price”), which shall be paid as follows: a) $2,000,000 (which was paid in cash at Closing), b) $1,162,000 to be paid in 15 equal installments, and c) 49,000 of the 100,000 authorized shares of the Merger Sub, such that upon the Closing, 51% of the Merger Sub shall be owned by the Company, and 49% of the Merger Sub shall be owned by the GearBubble Shareholders. Accordingly, the Company owns 51% of GearBubble Tech. | |||||
Exercise price percentage | 49% | |||||
Series B Preferred Stock [Member] | ||||||
Business Acquisitions (Details) [Line Items] | ||||||
Exchange shares | 3,000 | |||||
Additional shares | 1,900 | |||||
Additional shares percentage | 19% | |||||
Shares issued percentage | 30% | |||||
Percentage of issued and outstanding of common stock | 49% | |||||
Preferred stock, shares authorized | 4,900 | |||||
Additional shares | 1,900 | |||||
Series B Preferred Stock [Member] | Digital Age Business [Member] | ||||||
Business Acquisitions (Details) [Line Items] | ||||||
Share issued | 3,000 | |||||
Series C Preferred Stock [Member] | ||||||
Business Acquisitions (Details) [Line Items] | ||||||
Percentage of issued and outstanding of common stock | 1% | |||||
Series B Convertible Preferred Stock [Member] | ||||||
Business Acquisitions (Details) [Line Items] | ||||||
Additional shares percentage | 20% | |||||
Preferred stock convertible | 3,000 | 3,000 | ||||
Convertible shares of common stock | 51,084,935 | |||||
Preferred stock, description | The Company deemed that the fair value of the consideration given was $0.013 per share based on the quoted trading price on the date of the closing amounting to $664,105 which is more clearly evident and more reliable measurement basis. During year 2021, the Company recorded $821,739 of fair value from the embedded conversion options in the 3,000 Series B Convertible Preferred Stock and 20% probability of achieving the Additional Shares as derivative liability. | |||||
Series B Convertible Preferred Stock [Member] | Business Combinations [Member] | ||||||
Business Acquisitions (Details) [Line Items] | ||||||
Share issued | 3,000 |
Business Acquisitions (Detail_2
Business Acquisitions (Details) - Schedule of consideration paid - Aphrodite’s Marketing, Inc. [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Business Acquisitions (Details) - Schedule of consideration paid [Line Items] | |
Equity instrument (3,000 Series B Convertible Preferred Stock) | $ 664,105 |
Embedded conversion options in the 3,000 Series B Convertible Preferred Stock and 20% probability of achieving the Additional Shares | 821,739 |
Fair value of total consideration transferred | $ 1,485,844 |
Business Acquisitions (Detail_3
Business Acquisitions (Details) - Schedule of consideration paid (Parentheticals) - Aphrodite’s Marketing, Inc. [Member] | 6 Months Ended |
Jun. 30, 2022 shares | |
Business Acquisitions (Details) - Schedule of consideration paid (Parentheticals) [Line Items] | |
Equity instrument Series B Convertible Preferred Stock | 3,000 |
Embedded conversion options Series B Convertible Preferred Stock | 3,000 |
Probability of achieving the Additional Shares | 20% |
Business Acquisitions (Detail_4
Business Acquisitions (Details) - Schedule of assets acquired and liabilities - Aphrodite’s Marketing, Inc. [Member] | 6 Months Ended | |
Jun. 30, 2022 USD ($) | ||
Business Acquisitions (Details) - Schedule of assets acquired and liabilities [Line Items] | ||
Current assets (including cash of $60,287) | $ 1,597,389 | |
Liabilities assumed (including loans payable of $2,304,438 and note payable- long term of $150,000) | (3,737,682) | |
Total identifiable net liabilities | (2,140,293) | |
Non-controlling interest in Aphrodite’s Marketing | ||
Intangible assets (relating to form of employment contracts and Aphrodite name with estimated three-year life) (1) | 725,867 | [1] |
Goodwill | 2,900,270 | |
Total | 1,485,844 | |
Acquisition related cost (legal and audit fees included in professional and consulting expenses during year 2021) | $ 54,360 | |
[1]For the six months ended June 30, 2022 and 2021, amortization of intangible assets amounted to $120,978 and $93,614, respectively. For the three months ended June 30, 2022 and 2021, amortization of intangible assets amounted to $60,489 for both periods. |
Business Acquisitions (Detail_5
Business Acquisitions (Details) - Schedule of assets acquired and liabilities (Parentheticals) - Aphrodite’s Marketing, Inc. [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Business Acquisitions (Details) - Schedule of assets acquired and liabilities (Parentheticals) [Line Items] | |
Cash | $ 60,287 |
Loans payable | 2,304,438 |
Note payable- long term | $ 150,000 |
Intangible assets estimated life | 3 years |
Business Acquisitions (Detail_6
Business Acquisitions (Details) - Schedule of consideration paid - GearBubble Tech, Inc. [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Business Acquisitions (Details) - Schedule of consideration paid [Line Items] | |
Cash | $ 2,000,000 |
Promissory note | 1,162,000 |
Fair value of total consideration transferred | $ 3,162,000 |
Business Acquisitions (Detail_7
Business Acquisitions (Details) - Schedule of assets acquired and liabilities - GearBubble Tech, Inc. [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Business Acquisitions (Details) - Schedule of assets acquired and liabilities [Line Items] | |
Current assets (including cash of $1,161,476) | $ 1,201,476 |
Equipment, net | 4,412 |
Liabilities assumed | (458,628) |
Total identifiable net assets | 747,260 |
Non-controlling interest in GearBubble Tech | (366,157) |
Goodwill | 2,780,897 |
Total | 3,162,000 |
Acquisition related cost (legal and audit fees included in professional and consulting expenses during year 2021) | $ 47,100 |
Business Acquisitions (Detail_8
Business Acquisitions (Details) - Schedule of assets acquired and liabilities (Parentheticals) | Jun. 30, 2022 USD ($) |
GearBubble Tech, Inc. [Member] | |
Business Acquisitions (Details) - Schedule of assets acquired and liabilities (Parentheticals) [Line Items] | |
Cash | $ 1,161,476 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Jul. 11, 2022 | Jul. 31, 2022 | |
Subsequent Events (Details) [Line Items] | ||
Company issued shares (in Shares) | 12,857,143 | |
Aggregate shares (in Shares) | 12,857,143 | |
Conversion price, per share (in Dollars per share) | $ 0.0006 | |
Outstanding loans payable (in Dollars) | $ 9,000 | |
Convertible percentage | 8% | |
Convertible note amount (in Dollars) | $ 80,000 | |
Legal and financing costs (in Dollars) | 4,250 | |
Net proceeds (in Dollars) | $ 50,000 | |
Conversion price percentage | 65% | |
Representing a discount rate percentage | 35% | |
Preferred stock description | In July 2022, the Company received a notice of conversion from two holders in the aggregate of 145,000 shares of Series D Convertible Preferred Stock and related accrued dividends of $3,772 converting into 297,543,150 shares of the Company’s common stock. | |
Minimum [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Premium note agreement percentage | 120% | |
Maximum [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Premium note agreement percentage | 125% | |
Convertible Notes Payable [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Bear interest rate percentage | 22% |