Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 03, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | GOOD GAMING, INC. | |
Entity Central Index Key | 0001454742 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 68,974,031 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and Cash Equivalents | $ 1,622 | $ 2,305 |
Prepaid expenses | 8,125 | |
Total Current Assets | 1,622 | 10,430 |
Property and Equipment, Net | 5,336 | 5,875 |
Gaming Software, Net | ||
TOTAL ASSETS | 6,958 | 16,305 |
Current Liabilities | ||
Accounts Payable and Accrued Expenses | 172,927 | 164,987 |
Derivative Liability | 1,065,760 | 1,303,456 |
Notes Payable | 13,440 | 13,440 |
Convertible Debentures, current | 17,240 | 17,240 |
Notes Payable - ViaOne Services | 2,235,709 | 2,146,467 |
Total Current Liabilities | 3,505,076 | 3,645,590 |
Total Liabilities | 3,505,076 | 3,645,590 |
Stockholders' Deficit | ||
Common Stock Authorized: 100,000,000 Common Shares, With a Par Value of $0.001 Per Share Issued and Outstanding: 68,974,031 Shares | 68,974 | 65,374 |
Additional Paid-In Capital | 4,279,047 | 4,282,629 |
Accumulated Deficit | (7,846,199) | (7,977,367) |
Total Stockholders' Deficit | (3,498,118) | (3,629,286) |
TOTAL LIABILITIES & STOCKHOLDERS DEFICIT | 6,958 | 16,304 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, value | 8 | 8 |
Total Stockholders' Deficit | 8 | 8 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, value | 51 | 69 |
Total Stockholders' Deficit | 51 | 69 |
Series C Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, value | 1 | 1 |
Total Stockholders' Deficit | 1 | 1 |
Series D Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, value | ||
Total Stockholders' Deficit |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 2,250,000 | |
Preferred stock, par value | $ 0.001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 68,974,031 | 68,974,031 |
Common stock, shares outstanding | 68,974,031 | 68,974,031 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 7,500 | 7,500 |
Preferred stock, shares outstanding | 7,500 | 7,500 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 249,999 | 249,999 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 50,997 | 50,997 |
Preferred stock, shares outstanding | 50,997 | 50,997 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 350 | 350 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 6,692 | $ 782 |
Cost of Revenues | 3,917 | 3,260 |
Gross Profit | 2,775 | (2,478) |
Operating Expenses | ||
General & Administrative | 9,616 | 9,271 |
Contract Labor | 4,500 | 4,500 |
Depreciation and Amortization Expense | 540 | 773 |
Professional Fees | 86,717 | 87,568 |
Total Operating Expenses | 101,372 | 102,112 |
Operating Loss | (98,597) | (104,590) |
Other Income (Expense) | ||
Interest Income | ||
Interest Expense | (7,932) | (7,932) |
Loss on disposal of fixed assets | ||
Gain (Loss) on Change in Fair Value of Derivative Liability | 237,696 | 28,454 |
Total Other Income (Loss) | 229,764 | 20,522 |
Net Income (Loss) | $ 131,167 | $ (84,068) |
Net Income (Loss) Per Share, Basic and Diluted | $ .00 | $ .00 |
Weighted Average Shares Outstanding | 68,974,031 | 53,921,421 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Activities | ||
Net Income (Loss) | $ 131,167 | $ (84,068) |
Adjustments To Reconcile Net Income (Loss) to Net Cash Used In Operating Activities | ||
Depreciation and amortization | 540 | 773 |
Loss on disposal of fixed assets | ||
Change In Fair Value Of Derivative Liability | (237,696) | (28,454) |
Changes in operating assets and liabilities | ||
Due from Affiliate | ||
Prepaid expenses | 8,125 | 8,750 |
Accounts Payable and Accrued Liabilities | 7,939 | 9,433 |
Net Cash Provided By (Used in) Operating Activities | (89,925) | (93,566) |
Investing Activities | ||
Purchase of Property and Equipment | ||
Net Cash Provided By (Used in) Investing Activities | ||
Financing Activities | ||
Repayment of Series D Preferred Stock | ||
Proceeds From Note Payable | ||
Proceeds From Sale Of Series D Preferred Stock | ||
Due To ViaOne Services | 89,242 | 93,506 |
Net Cash Provided By (Used In) Financing Activities | 89,242 | 93,506 |
Change in Cash and Cash Equivalents | (683) | (60) |
Cash and Cash Equivalents, Beginning Of Period | 2,305 | 2,022 |
Cash and Cash Equivalents, End Of Period | 1,622 | 1,962 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-Cash Investing And Financing Activities | ||
Common Shares Issued for Conversion Of Debt | ||
Shares Issued For Acquisition Of Software |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 8 | $ 69 | $ 1 | $ 53,988 | $ 4,210,995 | $ (7,011,482) | $ (2,746,421) | |
Beginning balance, shares at Dec. 31, 2019 | 7,500 | 68,197 | 1 | 53,988,755 | ||||
Net Income (loss) | (84,067) | (84,068) | ||||||
Ending balance at Mar. 31, 2020 | $ 8 | $ 69 | $ 1 | $ 53,988 | 4,210,995 | (7,095,549) | (2,830,488) | |
Ending balance, shares at Mar. 31, 2020 | 7,500 | 68,197 | 1 | 53,988,755 | ||||
Beginning balance at Dec. 31, 2020 | $ 8 | $ 69 | $ 1 | $ 65,374 | 4,282,629 | (7,977,367) | (3,629,286) | |
Beginning balance, shares at Dec. 31, 2020 | 7,500 | 68,997 | 1 | 167,841,031 | ||||
Conversion of preferred shares B to common shares | $ (18) | $ 3,600 | (3,582) | |||||
Conversion of preferred shares B to common shares , shares | 3,600,000 | |||||||
Net Income (loss) | 131,167 | 131,167 | ||||||
Ending balance at Mar. 31, 2021 | $ 8 | $ 51 | $ 1 | $ 68,974 | $ 4,279,047 | $ (7,846,199) | $ (3,498,118) | |
Ending balance, shares at Mar. 31, 2021 | 7,500 | 68,997 | 1 | 171,441,031 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Continuance of Business | 1. Nature of Operations and Continuance of Business Good Gaming, Inc. (Formerly HDS International Corp.) (the “Company”) was incorporated on November 3, 2008 under the laws of the State of Nevada. The Company is a leading tournament gaming platform and online destination targeting over 250 million e-sports players and participants worldwide that want to compete at the high school or college level. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace and the Company has not generated any substantial revenue to date. Beginning in 2018, the Company began deriving revenue by providing transaction verification services within the digital currency networks of cryptocurrencies. However, on December 12, 2018, the Company discontinued such transaction verification services by dissolving Crypto Strategies Group, Inc., its wholly-owned subsidiary. Going Concern These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated minimal revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments to the recoverability and classification of recorded asset 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 | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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. The Company regularly evaluates estimates and assumptions related to the fair values of convertible debentures, derivative liability, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Certain reclassifications have been made to prior-year amounts to conform to the current period presentation. Cash Equivalents The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. Amounts receivable from credit card processors are also considered cash equivalents because they are both short-term and highly liquid in nature. Intangible Assets Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally five years. Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. Derivative Liability From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is recorded at its fair value calculated by using an option pricing model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the statement of operations. Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At March 31, 2021 and December 31, 2020, the Company had 10,000,000 and 10,000,000 potentially dilutive shares from outstanding convertible debentures, respectively. Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statement of operations as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax positions. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statement of operations as part of the income tax provision. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax positions. Financial Instruments ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument categorized within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as at March 31, 2021 and 2020 as follows: Description Fair Value Measurements at March 31, 2021 Using Fair Value Hierarchy Total Level 1 Level 2 Level 3 Derivative liability $ 1,065,760 $ - $ - $ 1,065,760 Total $ 770,949 $ - $ - $ 770,949 Description Fair Value Measurements at March 31, 2020 Using Fair Value Hierarchy Total Level 1 Level 2 Level 3 Derivative liability $ 748,664 $ - $ - $ 748,664 Total $ 748,664 $ - $ - $ 748,664 The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations. Advertising Expenses Advertising expenses are included in general and administrative expenses in the consolidated Statements of Operations and are expensed as incurred. The Company incurred $1041 and $295 in advertising and promotion expenses in the three months ended March 31, 2021 and 2020, respectively. Revenue Recognition Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenues primarily include revenues from microtransactions. Microtransaction revenues are derived from the sale of virtual goods to the Company’s players. Proceeds from the sales of virtual goods directly are recognized as revenues when a player uses the virtual goods. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). This new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods, with early adoption permitted. We adopted this new standard effective January 1, 2019. Adoption did not have any effect on the Company as it does not have any leases. The Company has implemented all other new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2021 | |
Other Assets [Abstract] | |
Other Assets | 3. Other Assets Property and Equipment consisted of the following: March 31, 2021 2020 Computers and servers $ 20,333 $ 13,446 Accumulated Depreciation (14,997 ) (9,039 ) $ 5,335 $ 4,407 Depreciation expense for the three months ended March 31, 2021 and 2020 was $540 and $773, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt Convertible Debentures On April 15, 2015, the Company issued a convertible debenture with the principal amount of $100,000 to HGT Capital, LLC (“HGT”), a non-related party. During the quarter ended June 30, 2015, the Company received the first $50,000 in payment. The remaining $50,000 payment would be made at the request of the borrower. No additional payments have been made as of September 30, 2018. Under the terms of the debentures, the amount was unsecured and was due on October 16, 2016. The note is currently in default and bears an interest of 22% per annum. It was convertible into shares of common stock any time after the maturity date at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company’s common stock for the thirty trading days ending one trading day prior to the date the conversion notice was sent by the holder to the Company. On September 21, 2018, the Company entered into a modification agreement with HGT with respect to the convertible promissory note which has a balance of $107,238. Pursuant to such modification agreement, all defaults were waived and it was agreed that such note will convert at a 25% discount to the market rather than the default rate. HGT also agreed to certain sale restrictions which limit the amount of shares that they can sell in any month for the next three months. HGT also agreed to dismiss, with prejudice, the lawsuit that it had filed against the Company. On November 29, 2018, HGT converted $6,978 of a convertible note into 1,655,594 shares of the Company’s common stock. On August 17, 2020, HGT converted $5,833 of notes into 2,645,449 shares of the Company’s common stock. On September 9, 2020, HGT converted $11,822 of notes into 2,775,076 shares of the Company’s common stock. On November 11, 2020, HGT converted $25,239 of notes into 2,911,055 shares of the Company’s common stock. On December 18, 2020, HGT converted $40,126 of notes into 3,053,696 shares of the Company’s common stock. As of December 31, 2020, the remaining note balance was $17,240. The Company entered into a line of credit agreement (“Line Of Credit”) with ViaOne on September 27, 2018 (the “Effective Date”). This Line of Credit dated as of, was entered into by and between the Company and ViaOne. The Company had an immediate need for additional capital and asked ViaOne to make a new loan(s) in an initial amount of $25,000 on the Effective Date (the “New Loan”). The Company may need additional capital and ViaOne has agreed pursuant to this Line of Credit to provide for additional advances, although ViaOne shall have no obligation to make any additional loans. Any further New Loans shall be memorialized in a promissory note with substantially the same terms as the New Loan and shall be secured by all of the assets of the Company. On or before the Effective Date, the Company may request in writing to ViaOne that it loan the Company additional sums of up to $250,000 and within five days of such request(s), ViaOne shall have the right, but not an obligation, to make additional loans to the Company and the Company shall in turn immediately issue a note in the amount of such loan. In consideration for making the New Loan, the Company entered into a security agreement whereby ViaOne received a senior security interest in all of the assets of the Company. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 5. Derivative Liabilities The following inputs and assumptions were used to value the convertible debentures outstanding during the years ended March 31, 2021 and March 31, 2020: The projected annual volatility for each valuation period was based on the historic volatility of the Company of 251.4% and 194.6% at March 31, 2021 and 2020, respectively. The risk free rate was .01% and 0.04% at March 31, 2021 and 2020, respectively. The expected life was nine months and the dividend yield was 0% for each year. A summary of the activity of the derivative liability is shown below: Balance, March 31, 2019 $ 509,362 Change in value 239,302 Balance, March 31, 2020 748,664 Change in value 317,096 Balance, March 31, 2021 1,065,760 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Common Stock | 6. Common Stock Share Transactions for the Quarter Ended March 31, 2020: None. Share Transactions for the Quarter Ended March 31, 2021: On March 8, 2021, Lincoln Acquisition converted 18,000 shares of Preferred B Stock into 3,600,000 of the Company’s common stock. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Preferred Stock | 7. Preferred Stock Our Articles of Incorporation authorize us to issue up to 2,250,350 shares of preferred stock, $0.001 par value. Of the 2,250,000 authorized shares of preferred stock, the total number of shares of Series A Preferred Stock the Corporation shall have the authority to issue is 2,000,000, with a stated par value of $0.001 per share, the total number of shares of Series B Preferred Stock the Corporation shall have the authority to issue is 249,999, with a stated par value of $0.001 per share, the total number of shares of Series C Preferred Stock the Corporation shall have the authority to issue is 1, with a stated par value of $0.001 per share, and the total number of shares of Series D Preferred Stock the Corporation shall have the authority to issue is 350, with a stated par value of $0.001 per share. Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. We believe that the Board of Directors’ power to set the terms of, and our ability to issue preferred stock, will provide flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company. As of March 31, 2021, we had 7,500 shares of our Series A preferred stock, 50,997 shares of Series B preferred stock, 1 shares of Series C Preferred Stock, and 0 share of Series D Preferred Stock issued and outstanding. The 7,500 issued and outstanding shares of Series A Preferred Stock are convertible into shares of common stock at a rate of 20 common shares for each Series A Preferred Share. The 50,997 issued and outstanding shares of Series B Preferred Stock are convertible into shares of common stock at a rate of 200 common shares for each Series B Preferred Share. If all of our Series A Preferred Stock and Series B Preferred Stock are converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 10,349,400 shares. The 1 issued and outstanding shares of Series C Preferred Stock has voting rights equivalent to 51% of all shares entitled to vote and is held by ViaOne Services LLC, a Company controlled by our CEO. The 0 issued and outstanding shares of Series D Preferred Stock were convertible into shares of common stock at the lower of the Fixed Conversion Price ($.06 per share) or at the VWAP which shall be defined as the average of the five (5) lowest closing prices during the 20 days prior to conversion. The holders of Series A, Series B, Series C and Series D have a liquidation preference to the common shareholders. |
Warrant
Warrant | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant | 8. Warrant In connection with the $100,000 convertible debenture issued to HGT Capital, LLC (“HGT”), the Company issued HGT a warrant to purchase 100,000 shares of the Company’s common stock at $1.00 per share. This warrant was not exercised and expired on April 15, 2020. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions On or around April 7, 2016, Silver Linings Management, LLC funded the Company $13,440 in the form of convertible debentures secured by certain high-powered gaming machines purchased from XIDAX. Such note bore interest at a rate of 10% per annum, payable in cash or kind at the option of the Company, matured on April 1, 2018, and was convertible into Series B Preferred shares at the option of the holder at any time. On January 08, 2019, Silver Linings Management, LLC converted its Series B Preferred shares into shares of the Company’s Common Stock. On November 30, 2016, ViaOne purchased a Secured Promissory Note equal to a maximum initial principal amount of $150,000 issued by the Company to ViaOne. As additional advances were made by ViaOne to the Company, the principal amount of the Note was increased to $225,000 and $363,000 by amendments dated January 31, 2017 and March 1, 2017, respectively. On May 5, 2017, ViaOne delivered a default notice to the Company pursuant to Section 6 of the Note Purchase Agreement but has subsequently extended the due date and has increased the funding up to One Million ($1,000,000) dollars. After giving the Company a fifteen (15) day notice period to cure the default under the Stock Pledge Agreement, dated November 30, 2016, entered by and among the Company, CMG and ViaOne (“Pledge Agreement”), ViaOne took possession of the Series C Stock, which was subject of the Pledge Agreement. The Secured Promissory Note as amended increased from time to time due to additional advances provided to the Company by ViaOne. On September 1, 2017, the Company executed an amended Employee Services Agreement with ViaOne which stipulated that ViaOne would continue providing to the Company services relating to the Company’s human resources, marketing, advertising, accounting and financing for a monthly management fee of $25,000. This agreement was amended on January 1, 2018. The accrued monthly management fees, $100,000 at December 31, 2017, are convertible by ViaOne into the Company’s common stock at a rate of 125% of the accrued fees at a conversion price of (i) $0.05 per share; or (ii) the volume weighted adjusted price (“VWAP”) of the common stock on the 14th day of each month if the 14th of that month is a trading day. In the event the 14th day of a month falls on a Saturday, Sunday, or a trading holiday, the VWAP of the Common Stock will be valued on the last trading day before the 14th day of the month. On September 27, 2018, the Company and ViaOne, entered into a Line of Credit Agreement (the “LOC Agreement”), pursuant to which the Company issued a secured promissory note with the initial principal amount of $25,000 to ViaOne in exchange for a loan of $25,000 (the “Initial Loan Amount”). In accordance with this Agreement, the Company may request ViaOne to provide loans of up to $250,000, including the Initial Loan Amount, and ViaOne has the right to decide whether it will honor such request. The Initial Loan Amount became due on September 30, 2019 (the “Maturity Date”) and bore an interest rate of 8.0% per annum. The unpaid principal and interest of the Promissory Note after the Maturity Date accrued interest at a rate of 18.0% per annum. The principal amount of the Promissory Note may increase from time to time up to $250,000 in accordance with the terms and conditions of the Agreement. In connection with the Agreement and Promissory Note, the Company and ViaOne executed a security agreement dated September 27, 2018 whereby the Company granted ViaOne a security interest in all of its assets, including without limitation, cash, inventory, account receivables, real property and intellectual properties, to secure the repayment of the loans made pursuant to the LOC Agreement and Promissory Note. As of March 31, 2021, the total amount the Company owed to ViaOne Services was $2,235,709. The Company’s Chairman and Chief Executive Officer is the Chairman of ViaOne. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company has a net operating loss carried forward of $4,091,832 available to offset taxable income in future years until the end of the fiscal year of 2030. The significant components of deferred income tax assets and liabilities at March 31, 2021 and 2020 are as follows: 2021 2020 Net Operating Loss Carryforward $ 859,285 $ 701,580 Valuation allowance (859,285 ) $ (701,580 ) Net Deferred Tax Asset $ - $ - The income tax benefit has been computed by applying the weighted average income tax rates of the United States (federal and state rates) of 21% to a net loss before income taxes calculated for each jurisdiction. The tax effects of significant temporary differences, which comprise future tax assets and liabilities, are as follows: 2021 2020 Income tax recovery at statutory rate $ 27,545 $ (17,654 ) Valuation allowance change (27,545 ) $ 17,654 Provision for income taxes $ - $ - |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies None. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events None. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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. The Company regularly evaluates estimates and assumptions related to the fair values of convertible debentures, derivative liability, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Certain reclassifications have been made to prior-year amounts to conform to the current period presentation. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. Amounts receivable from credit card processors are also considered cash equivalents because they are both short-term and highly liquid in nature. |
Intangible Assets | Intangible Assets Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally five years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Beneficial Conversion Features | Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Derivative Liability | Derivative Liability From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is recorded at its fair value calculated by using an option pricing model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the statement of operations. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At March 31, 2021 and December 31, 2020, the Company had 10,000,000 and 10,000,000 potentially dilutive shares from outstanding convertible debentures, respectively. |
Income Taxes | Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statement of operations as part of the income tax provision. Our policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax positions. Unrecognized tax positions, if ever recognized in the consolidated financial statements, are recorded in the statement of operations as part of the income tax provision. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions, if any, as part of the income tax provision. The Company has no liability for uncertain tax positions. |
Financial Instruments | Financial Instruments ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument categorized within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as at March 31, 2021 and 2020 as follows: Description Fair Value Measurements at March 31, 2021 Using Fair Value Hierarchy Total Level 1 Level 2 Level 3 Derivative liability $ 1,065,760 $ - $ - $ 1,065,760 Total $ 770,949 $ - $ - $ 770,949 Description Fair Value Measurements at March 31, 2020 Using Fair Value Hierarchy Total Level 1 Level 2 Level 3 Derivative liability $ 748,664 $ - $ - $ 748,664 Total $ 748,664 $ - $ - $ 748,664 The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations. |
Advertising Expenses | Advertising Expenses Advertising expenses are included in general and administrative expenses in the consolidated Statements of Operations and are expensed as incurred. The Company incurred $1041 and $295 in advertising and promotion expenses in the three months ended March 31, 2021 and 2020, respectively. |
Revenue Recognition | Revenue Recognition Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenues primarily include revenues from microtransactions. Microtransaction revenues are derived from the sale of virtual goods to the Company’s players. Proceeds from the sales of virtual goods directly are recognized as revenues when a player uses the virtual goods. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). This new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods, with early adoption permitted. We adopted this new standard effective January 1, 2019. Adoption did not have any effect on the Company as it does not have any leases. The Company has implemented all other new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as at March 31, 2021 and 2020 as follows: Description Fair Value Measurements at March 31, 2021 Using Fair Value Hierarchy Total Level 1 Level 2 Level 3 Derivative liability $ 1,065,760 $ - $ - $ 1,065,760 Total $ 770,949 $ - $ - $ 770,949 Description Fair Value Measurements at March 31, 2020 Using Fair Value Hierarchy Total Level 1 Level 2 Level 3 Derivative liability $ 748,664 $ - $ - $ 748,664 Total $ 748,664 $ - $ - $ 748,664 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Assets [Abstract] | |
Schedule of Property and Equipment | Property and Equipment consisted of the following: March 31, 2021 2020 Computers and servers $ 20,333 $ 13,446 Accumulated Depreciation (14,997 ) (9,039 ) $ 5,335 $ 4,407 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability | A summary of the activity of the derivative liability is shown below: Balance, March 31, 2019 $ 509,362 Change in value 239,302 Balance, March 31, 2020 748,664 Change in value 317,096 Balance, March 31, 2021 1,065,760 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred income tax assets and liabilities at March 31, 2021 and 2020 are as follows: 2021 2020 Net Operating Loss Carryforward $ 859,285 $ 701,580 Valuation allowance (859,285 ) $ (701,580 ) Net Deferred Tax Asset $ - $ - |
Schedule of Components of Income Tax Expense | The tax effects of significant temporary differences, which comprise future tax assets and liabilities, are as follows: 2021 2020 Income tax recovery at statutory rate $ 27,545 $ (17,654 ) Valuation allowance change (27,545 ) $ 17,654 Provision for income taxes $ - $ - |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Estimated useful lives | 5 years | ||
Earnings per share, potentially dilutive securities | 10,000,000 | 10,000,000 | |
Advertising and promotion expenses | $ 1,041 | $ 295 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative liability | $ 1,065,760 | $ 1,303,456 | $ 748,664 | $ 509,362 |
Total | 770,949 | 748,664 | ||
Level 1 [Member] | ||||
Derivative liability | ||||
Total | ||||
Level 2 [Member] | ||||
Derivative liability | ||||
Total | ||||
Level 3 [Member] | ||||
Derivative liability | 1,065,760 | 748,664 | ||
Total | $ 770,949 | $ 748,664 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other Assets [Abstract] | ||
Depreciation expenses | $ 540 | $ 773 |
Other Assets - Schedule of Prop
Other Assets - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Other Assets [Abstract] | |||
Computers and servers | $ 20,333 | $ 13,446 | |
Accumulated Depreciation | (14,997) | (9,039) | |
Property and equipment, net | $ 5,336 | $ 5,875 | $ 4,407 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Dec. 18, 2020 | Nov. 11, 2020 | Sep. 09, 2020 | Aug. 17, 2020 | Nov. 29, 2018 | Sep. 27, 2018 | Sep. 21, 2018 | Apr. 15, 2015 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2015 | Dec. 31, 2020 |
Debt conversion, converted instrument, amount | ||||||||||||
Remaining note balance | $ 17,240 | $ 17,240 | ||||||||||
New Loan [Member] | ||||||||||||
Initial amount of loan | $ 25,000 | |||||||||||
Additional loan amount | $ 250,000 | |||||||||||
HGT Capital, LLC [Member] | ||||||||||||
Debt conversion, converted instrument, amount | $ 40,126 | $ 25,239 | $ 11,822 | $ 5,833 | ||||||||
Debt conversion, converted instrument, shares | 3,053,696 | 2,911,055 | 2,775,076 | 2,645,449 | ||||||||
Convertible Debentures [Member] | HGT Capital, LLC [Member] | ||||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||||
Periodic payment received | $ 50,000 | |||||||||||
Repayment of convertible debt | $ 50,000 | |||||||||||
Due date | Oct. 16, 2016 | |||||||||||
Debt instrument interest rate | 22.00% | |||||||||||
Debt conversion description | It was convertible into shares of common stock any time after the maturity date at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company's common stock for the thirty trading days ending one trading day prior to the date the conversion notice was sent by the holder to the Company. | |||||||||||
Debt instrument, convertible, conversion ratio | 50.00% | |||||||||||
Debt conversion, converted instrument, amount | $ 6,978 | |||||||||||
Debt conversion, converted instrument, shares | 1,655,594 | |||||||||||
Convertible Promissory Note [Member] | HGT Capital, LLC [Member] | ||||||||||||
Debt instrument, face amount | $ 107,238 | |||||||||||
Debt instrument, convertible, conversion ratio | 25.00% |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Historic Volatility [Member] | ||
Derivative [Line Items] | ||
Fair value assumptions, percentage | 251.4 | 194.6 |
Risk Free Interest Rate [Member] | ||
Derivative [Line Items] | ||
Fair value assumptions, percentage | 0.01 | 0.04 |
Expected Life [Member] | ||
Derivative [Line Items] | ||
Fair value assumptions, expected term | 9 months | 9 months |
Dividend Yield [Member] | ||
Derivative [Line Items] | ||
Fair value assumptions, percentage | 0 | 0 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liability (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liability, Beginning | $ 1,303,456 | $ 509,362 |
Change in value | 317,096 | 239,302 |
Derivative Liability, Ending | $ 1,065,760 | $ 748,664 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - Lincoln Acquisition Corporation [Member] - Series B Preferred Stock [Member] | Mar. 08, 2021shares |
Shares converted into stock | 18,000 |
Number of common shares issued for share conversion | 3,600,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 2,250,000 | |
Preferred stock conversion, description | If all of our Series A Preferred Stock and Series B Preferred Stock are converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 10,349,400 shares. | |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, issued | 7,500 | 7,500 |
Preferred stock, outstanding | 7,500 | 7,500 |
Conversion of preferred stock into common stock | 20 | |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 249,999 | 249,999 |
Preferred stock, issued | 50,997 | 50,997 |
Preferred stock, outstanding | 50,997 | 50,997 |
Conversion of preferred stock into common stock | 200 | |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, issued | 1 | 1 |
Preferred stock, outstanding | 1 | 1 |
Preferred stock, voting rights | The 1 issued and outstanding shares of Series C Preferred Stock has voting rights equivalent to 51% | |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 350 | 350 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Preferred stock conversion, description | Series D Preferred Stock were convertible into shares of common stock at the lower of the Fixed Conversion Price ($.06 per share) or at the VWAP which shall be defined as the average of the five (5) lowest closing prices during the 20 days prior to conversion. | |
Maximum [Member] | ||
Preferred stock, authorized | 2,250,350 |
Warrant (Details Narrative)
Warrant (Details Narrative) | Mar. 31, 2021USD ($)$ / sharesshares |
Warrants and Rights Note Disclosure [Abstract] | |
Convertible debt | $ | $ 100,000 |
Warrants issued to purchase common stock | shares | 100,000 |
Exercise price of warrants | $ / shares | $ 1 |
Warrant expiration date | Apr. 15, 2020 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 27, 2018 | Sep. 01, 2017 | Apr. 07, 2016 | Dec. 31, 2017 | Mar. 31, 2021 | May 05, 2017 | Mar. 01, 2017 | Jan. 31, 2017 | Nov. 30, 2016 |
Silver Linings Management, LLC [Member] | |||||||||
Due to related party | $ 13,440 | ||||||||
Notes interest rate, percentage | 10.00% | ||||||||
Debt maturity date | Apr. 1, 2018 | ||||||||
ViaOne Services, LLC [Member] | |||||||||
Due to related party | $ 2,235,709 | ||||||||
Debt instrument, principal amount | $ 1,000,000 | $ 363,000 | $ 225,000 | $ 150,000 | |||||
Management fees | $ 25,000 | ||||||||
Accrued management fees | $ 100,000 | ||||||||
Conversion price, percentage | 125.00% | ||||||||
Conversion price, per share | $ 0.05 | ||||||||
ViaOne Services, LLC [Member] | Line of Credit Agreement [Member] | |||||||||
Notes interest rate, percentage | 18.00% | ||||||||
Debt maturity date | Sep. 30, 2019 | ||||||||
Debt instrument, principal amount | $ 25,000 | ||||||||
Initial loan amount | 25,000 | ||||||||
Loan maximum borrowing capacity | $ 250,000 | ||||||||
Initial loan interest percentage | 8.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 4,091,832 |
Operating loss carryforwards expiration date | 2030 |
Federal statutory rate | 21.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryforward | $ 859,285 | $ 701,580 |
Valuation allowance | (859,285) | (701,580) |
Net Deferred Tax Asset |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax recovery at statutory rate | $ 27,545 | $ (17,654) |
Valuation allowance change | (27,545) | 17,654 |
Provision for income taxes |