Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 14, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | FISION Corp | ||
Entity Central Index Key | 0001487931 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Common Stock Shares Outstanding | 440,153,287 | ||
Entity Public Float | $ 942,000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 7,504 | $ 14,510 |
Accounts receivable, net | 767 | 9,906 |
Notes Receivable, net of allowance for doubtful accounts (Note 5) | 0 | 0 |
Prepaid Expenses | 0 | 533,064 |
Total Current Assets | 8,271 | 557,480 |
Property and equipment, net | 173 | 2,916 |
Other Assets: | ||
Goodwill | 8,800 | 13,800 |
Intellectual property/software code, net of accumulated amortization | 35,473 | 42,813 |
Deposits | 206 | 25,599 |
Total Assets | 52,923 | 642,608 |
Current Liabilities: | ||
Accounts payable, accrued expenses and other current liabilities | 983,789 | 2,155,065 |
Contract liability | 0 | 62,500 |
Derivative liability | 4,251,179 | 4,156,621 |
Current portion of long-term debt: SBA/PPP Loan | 88,600 | 0 |
Notes payable and accrued interest - related party, net of debt discount of $20,951 and $0 respectively | 632,832 | 228,692 |
Notes payable, net of debt discount of $33,568 and $0 respectively | 1,141,957 | 1,028,845 |
Total Current Liabilities | 7,098,357 | 7,631,723 |
Long-Term Liabilities: | ||
Long-Term SBA-PPP loan | 88,600 | 0 |
Long-Term Convertible Notes Payable and accrued interest, related party, net of debt discount of $67,963 and $0 respectively | 163,704 | 0 |
Long-Term Convertible Notes Payable, net of debt discount of $275,689 and $853,261 respectively | 199,349 | 700,845 |
Total Long-Term Liabilities | 451,653 | 700,845 |
Total Liabilities | 7,550,010 | 8,332,567 |
Contingencies and Commitments (Note 13) | 0 | 0 |
Stockholders' Deficit: | ||
Preferred Stock, $0.0001 Par value, 20,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common Stock, $0.0001 Par value, 500,000,000 shares authorized 381,923,708 and 135,685,981 shares issued and outstanding, respectively | 38,192 | 13,569 |
Additional paid in capital | 26,768,046 | 24,108,264 |
Accumulated deficit | (34,303,325) | (31,811,792) |
Total Stockholders' Deficit | (7,497,087) | (7,689,959) |
Total Liabilities and Stockholders' Deficit | $ 52,923 | $ 642,608 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Liabilities | ||
Notes payable, net of debt discount | $ 33,568 | $ 0 |
Notes payable, net of debt discount related party | 20,951 | 0 |
Long-Term Liabilities | ||
Long-Term convertible notes payable, net of debt discount | 275,689 | 853,261 |
Long-Term convertible notes payable, net of debt discount, related party | $ 67,963 | $ 0 |
Stockholders' Deficit | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 381,923,708 | 135,685,981 |
Common stock, shares outstanding | 381,923,708 | 135,685,981 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
REVENUE | $ 361,888 | $ 562,763 |
COST OF SALES | 87,361 | 78,333 |
GROSS MARGIN | 274,527 | 484,430 |
OPERATING EXPENSES | ||
Sales and Marketing | 5,474 | 564,228 |
Development and Support | 340,232 | 290,035 |
General and Administrative | 1,121,825 | 3,015,621 |
TOTAL OPERATING EXPENSES | 1,467,531 | 3,869,884 |
OPERATING LOSS | (1,193,004) | (3,385,454) |
OTHER INCOME / (EXPENSES) | ||
Interest expense | (738,443) | (1,565,491) |
Amortization expense/amortization of debt discount | (318,694) | (1,844,329) |
OID, excess derivative expense, goodwill impairment expense and other expenses | (5,228) | (757,474) |
Loss on fair value of derivatives | (195,682) | (2,024,961) |
Loss on extinguishment of debt / settlement of debt | (40,482) | (209,989) |
Gain on extinguishment of derivative liabilities | 0 | 1,212,505 |
Bad debt expense on note receivable | (48,258) | (857,242) |
Other income | 48,258 | 135,354 |
TOTAL OTHER EXPENSES | (1,298,529) | (5,911,627) |
NET LOSS | $ (2,491,533) | $ (9,297,081) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.08) |
Weighted average common shares outstanding: | ||
Basic and diluted | 285,323,216 | 109,789,986 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2018 | 67,454,276 | |||
Balance, amount at Dec. 31, 2018 | $ (2,935,644) | $ 6,745 | $ 19,572,322 | $ (22,514,711) |
Common stock issued for cash, shares | 1,750,000 | |||
Common stock issued for cash, amount | 350,000 | $ 175 | 349,825 | 0 |
Stock issued for services, shares | 37,154,044 | |||
Stock issued for services, amount | 2,114,900 | $ 3,715 | 2,111,185 | 0 |
Warrants/Options granted for services | 879,760 | $ 0 | 879,760 | 0 |
Conversion of notes payable and accrued interest/expenses, shares | 29,327,661 | |||
Conversion of notes payable and accrued interest/expenses, amount | 1,198,106 | $ 2,934 | 1,195,172 | 0 |
Net loss | (9,297,081) | (9,297,081) | ||
Balance, shares at Dec. 31, 2019 | 135,685,981 | |||
Balance, amount at Dec. 31, 2019 | (7,689,959) | $ 13,569 | 24,108,264 | (31,811,792) |
Common stock issued for cash, shares | 5,000,000 | |||
Common stock issued for cash, amount | 50,000 | $ 500 | 49,500 | |
Stock issued for services, shares | 16,974,659 | |||
Stock issued for services, amount | 102,000 | $ 1,697 | 100,303 | |
Warrants/Options granted for services | 394,893 | 394,893 | ||
Conversion of notes payable and accrued interest/expenses, shares | 214,638,068 | |||
Conversion of notes payable and accrued interest/expenses, amount | 2,088,809 | $ 21,463 | 2,067,346 | |
Net loss | (2,491,533) | (2,491,533) | ||
Stock Issued for True-Up & Penalty Shares, shares | 9,625,000 | |||
Stock Issued for True-Up & Penalty Shares, amount | 48,703 | $ 963 | 47,740 | |
Balance, shares at Dec. 31, 2020 | 381,923,708 | |||
Balance, amount at Dec. 31, 2020 | $ (7,497,087) | $ 38,192 | $ 26,768,046 | $ (34,303,325) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss for the Period | $ (2,491,533) | $ (9,297,081) |
Net cash used in operating activities: | ||
Common stock issued for services | 102,000 | 1,589,532 |
Amortization of pre-paid stock expenses | 533,064 | 0 |
Depreciation and amortization | 10,083 | 13,468 |
True-up and penalty shares issued | 48,703 | 0 |
Stock warrants/stock options issued for services | 394,893 | 879,760 |
Loss (Gain) in fair value of derivative liabilities | (195,682) | 2,024,961 |
Excess derivative expense | 0 | 757,474 |
Loss on extinguishment of debt/gain on settlement of debt | (40,482) | 209,989 |
Loss on Extinguishment of derivative liability due to convertible note conversions | 0 | (1,212,505) |
Impairment and other charges | 5,000 | 0 |
Bad debt expense on note receivable | 48,258 | 857,242 |
Amortization of debt discount | 318,694 | 1,844,329 |
(Increase) decrease in: | ||
Accounts receivable | 9,139 | 9,592 |
Other current assets | 25,393 | 0 |
Change in interest receivable | (48,258) | (46,008) |
Deposits | (62,500) | (17,546) |
Customer contracts - unrecognized revenue | 0 | |
Prepaid expenses | 0 | 24,259 |
Increase (decrease) in: | ||
Accounts payable, accrued expenses and other current liabilities | 1,113,657 | 1,389,742 |
Change in customer advances | (118,969) | |
Net Cash Used in Operating Activities | (229,571) | (1,091,761) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments on note payable | (78,000) | (343,000) |
Proceeds from convertible note payable | 78,000 | 964,000 |
Proceeds from related party notes | 0 | 61,500 |
Proceeds from SBA/PPP loan | 177,200 | 0 |
Repayments for related party notes and line of credit | (4,635) | (48,129) |
Proceeds from issuance of common stock | 50,000 | 350,000 |
Net Cash Provided by Financing Activities | 222,565 | 984,371 |
Net (Decrease) Increase in Cash | (7,006) | (107,390) |
Cash at Beginning of Period | 14,510 | 121,900 |
Cash at End of Period | 7,504 | 14,510 |
Noncash operating and financing activities: | ||
Accrued Interest increasing notes payable | 48,258 | 46,008 |
Derivatives recorded as debt discount | 301,589 | 1,041,106 |
Conversion of debt and accrued interest to common stock | 2,088,809 | 1,198,106 |
Prepaid stock issuance | 0 | $ 525,368 |
Conversion of accrued salaries and accrued expenses to convertible notes payable, related party | 1,091,356 | |
Conversion of accrued salaries and accrued expenses to convertible notes payable | $ 527,554 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2020 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | FISION Corporation (formerly DE Acquisition, Inc.), a Delaware corporation (the “Company”) was incorporated on February 24, 2010 and was inactive until 2015 when it merged with Fision Holdings, Inc., a Minnesota corporation, an operating software development business based in Minneapolis, Minnesota. As a result of this merger, Fision Holdings, Inc. became a wholly-owned subsidiary of the Company. Fision Holdings, Inc. was incorporated in Minnesota in 2010, and has developed and commercialized a proprietary cloud-based software platform which automates and integrates digital marketing assets and marketing communications in order to “bridge the gap” between the marketing and sales functions of any enterprise. The Company generates its revenues primarily from software licensing contracts typically having terms of one to three years and requiring monthly subscription fees based on the customer’s number of users and locations where used. The Company’s business model provides it with a high percentage of recurring revenues. In November 2020 the Company entered the business of owning and operating an ambulatory medical surgery center, also known as a “surgi-center,” through an acquisition of two Florida LLCs which are in the process of developing an Ambulatory Surgery Center in Ft Myers FL and supporting software to support this Ft Myers facility and other Ambulatory Surgery centers. (See Note 11 – Related Party Transactions.) The terms “Fision,” “we,” “us,” and “our,” refer to FISION Corporation, a Delaware corporation and its wholly-owned operating subsidiary Fision Holdings, Inc., a Minnesota corporation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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. Accordingly, actual results could differ materially from those estimates and assumptions. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, derivative securities, fair value of financial instruments, and related depreciation and amortization methods applied. Concentration of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During 2020, we may have had cash deposits that exceeded Federal Deposit Insurance Corporation (“FDIC”) insurance limits of $250,000. As of December 31, 2020 there was no cash in excess of federally insured limits. We maintain cash balances at high quality financial institutions to mitigate this risk. We perform ongoing credit evaluations of our customers and generally do not require collateral from them to do business with us. Cash equivalents We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2020, the Company had no cash equivalents. Fair value of financial instruments The Company adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under Generally Accepted Accounting Principles (GAAP), and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into six broad levels. The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: A) Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources; B) Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and C) Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate. Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable, accrued expenses, and notes payable approximate their fair value because of the short maturity of those instruments. The following table represents our assets and liabilities by level measured at fair value on a recurring basis at December 31, 2020. Level 1 Level 2 Level 3 Derivative Liability $ - $ - $ 4,251,179 The following assets and liabilities are measured on the consolidated balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following table provides a reconciliation of the beginning and ending balances of the liabilities. Fair Value Change in Fair Value January 1, fair December 31, 2019 Additions Value Extinguishments 2019 Derivative Liability $ 1,480,978 $ 1,863,187 $ 2,024,961 $ (1,212,505 ) $ 4,156,621 Fair Value Change in Fair Value January 1, fair December 31, 2020 Additions Value Conversions 2020 Derivative Liability $ 4,156,621 $ 276,876 $ 195,682 $ (378,000 ) $ 4,251,179 All gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy are recognized in other interest and expense in the accompanying financial statements. The derivative liability relating to the beneficial conversion feature of our convertible notes payable was $4,251,179 at December 31, 2020 and was computed using the following variables: Exercise price $.135--$.153 Expected volatility 327 % Expected term Due on demand to 36 months Risk free interest rate 0.09–1.58 % Expected dividends - Derivative Instruments We account for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable related to the products and services sold are recorded at the time revenue is recognized and are presented on the balance sheet net of allowance for doubtful accounts. The ultimate collection of the receivable may not be known for several months after services have been provided and billed. We have established an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, analyses of current and historical cash collections, and the aging of receivables. Delinquent accounts are written-off when the likelihood for collection is remote and/or when we believe collection efforts have been fully exhausted and we do not intend to devote any additional efforts in an attempt to collect the receivable. We adjust our allowance for doubtful accounts balance on a quarterly basis. Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of five (5) years for equipment, furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. Impairment of long-lived assets We follow paragraph 360-10-05-4 of the FASB Accounting Standards Codification for long-lived assets. Our long-lived assets are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We assess the recoverability of our long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. Revenue recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, originally effective for public business entities with annual reporting periods beginning after December 15, 2016. On August 12, 2015, the FASB issued an Accounting Standards Update (“ASU”), Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASC 606 for one year. ASC 606 provides accounting guidance related to revenue from contracts with customers. For public business entities, ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company has implemented the five-step process in determining revenue recognition from contracts with customers, in accordance with ASC 606. Revenue is recognized in the period the services are provided over the contract period, normally one (1) to three (3) years. We invoice one-time startup and implementation costs, such as consolidating and uploading digital assets of the customer, upon completion of those services as one performance obligation and recorded as revenue when completed. Monthly services, such as internet access to software as a service (SaaS), hosting, and weekly backups are invoiced monthly as another performance obligation and recorded as revenue over time. Company Recognizes Contract Liability for Its Performance Obligation Upon receipt of a prepayment from a customer, the Company recognizes a contract liability in the amount of the prepayment for its performance obligation to transfer goods and services in the future. When the Company transfers those goods and services and, therefore, satisfies its performance obligation to the customer, the Company will then recognize the revenue. Income taxes We follow Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent our management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regard to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. We had no material adjustments to our assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Stock-Based Compensation In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation In June 2018, the FASB issued Accounting Standards Update No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting Equity - Equity-Based Payments to Non-employees Revenue from Contracts with Customers Fair Value The closing price of our common stock on the date of grant is used as the fair value for the issuances of restricted stock. The fair value of stock options or warrants granted is estimated as of the grant date using the Cox, Ross & Rubinstein Binomial Tree valuation pricing model. The following range of assumptions in the Binomial option pricing model was used to determine fair value at the years ended below: Year ended December 31, 2020 2019 Weighted-average volatility 327 % 182 % Expected term (in years) 1.4 2.4 Risk-free interest rate .10 % 1.62 % Expected volatilities used for award valuation in 2020 and 2019 are based on the Company’s historical prices. The risk-free interest rate for periods equal to the expected term of an award is based on a blended historical rate using Federal Reserve rates for U.S. Treasury securities. Net income (loss) per share We compute basic and diluted earnings per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. For the years ended December 31, 2020 and 2019, there were 83,006,174 and 388,876,859 respectively, potentially dilutive securities not included in the calculation of weighted-average common shares outstanding since they would be anti-dilutive. Research and Development We expense all our research and development operations and activities as they occur. During the fiscal year ended December 31, 2020 we incurred total expenses of $339,632 for research and development. In comparison, during the fiscal year ended December 31, 2019 we incurred total expenses of $290,035 for research and development. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are released to manufacturing. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products. Advertising Costs We expense marketing and advertising costs as incurred. Marketing and advertising expenses for the years ended December 31, 2020 and 2019 were $5,474 and $17,331 respectively. The costs are included in the sales and marketing expenses on the consolidated statement of operations. Recently Issued Accounting Pronouncements We regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to existing standards and changes in their interpretation, we might be required to change our accounting policies, particularly concerning revenue recognition, the capitalized incremental costs to obtain a customer contract and lease accounting, to alter our operational policies and to implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or to restate our published financial statements. Such changes may have an adverse effect on our business, financial position, and operating results, or cause an adverse deviation from our revenue and operating profit target, which may negatively impact our financial results. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
GOING CONCERN | |
NOTE 3 - GOING CONCERN | These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Our ability to continue as a going concern is contingent upon our ability to achieve and maintain profitable operations, and our ability to raise additional capital as required. At December 31, 2020 we had a working capital deficiency of $7,090,086 and an accumulated deficit of $34,303,325 and a net loss for 2020 of $2,491,533. These conditions raise substantial doubt about our ability to continue as a going concern for one year after issuance date of the financial statements. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. Our ability to continue as a going concern depends on our ability to raise additional significant funds. The Company is attempting to raise such funds through private placements of its equity or debt (including convertible debt) securities, but there can be no assurance any such future funds will become available to us. Unless we can raise additional significant working capital, our business plan most likely will not succeed. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2020 | |
ACCOUNTS RECEIVABLE | |
NOTE 4 - ACCOUNTS RECEIVABLE | Our accounts receivable at December 31, 2020 and 2019 consisted of the following: December 31, 2020 December 31, 2019 Accounts receivable $ 767 $ 9,906 Less: Allowance for doubtful accounts -0- -0- $ 767 $ 9,906 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2020 | |
NOTES RECEIVABLE | |
NOTE 5 - NOTES RECEIVABLE | Our notes receivable at December 31, 2020 and 2019 consisted of the following: December 31, 2020 December 31, 2019 Notes receivable $ 804,300 $ 804,300 Accrued interest 101,200 52,942 Total 905,500 857,242 Less allowance for doubtful accounts (905,500 ) (857,242 ) Notes receivable, net $ - $ - While the failed Continuity Logic merger was pending, the Company made various bridge loans to Continuity for working capital purposes, of which a total balance of $905,500 is still outstanding including interest as of December 31, 2020 and in default. The secured portion of these loans are 50.3% of the balance of the outstanding balance, for a secured loan balance of $455,215. These loans matured on August 31, 2019, bear interest at 6% per annum, and a portion of the Notes for these loans are secured by a first-priority perfected security interest on the accounts receivable of Continuity Logic, pursuant to a Security Agreement dated November 27, 2018. On February 4, 2019, the merger with Continuity Logic LLC was terminated, although the termination of the merger does not change or affect the continuing obligation of Continuity Logic to satisfy the payment of these loans to the Company. Continuity Logic is not a related party to the Company. Further, during August 2019, the Company commenced a complaint against Continuity Logic LLC regarding the unpaid balance of the Notes Receivable. Accordingly, the Company created an allowance for doubtful accounts of the entire loan balance and accrued interest against the loans. Further court action is ongoing, while the Company and its legal counsel pursue other collection activities. Further, we are a Petitioning Creditor in a federal bankruptcy case in the District of New Jersey, whereby our goal is to have a court-appointed Trustee take over the assets of Continuity Logic LLC, as to collect proceeds from Continuity Logic customers. As we are the only secured lender, as a first priority and perfected lienholder, we are expecting the first $455,215 of proceeds to be released to us, after any court related costs associated with the bankruptcy case. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | |
NOTE 6 - PROPERTY AND EQUIPMENT | Property and equipment, stated at cost, less accumulated depreciation, consist of the following at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Equipment $ 15,720 $ 15,720 Furniture & Fixtures 471 471 Less: Accumulated Depreciation (16,018 ) (13,275 ) Net Property and Equipment $ 173 $ 2,916 For the year ending December 31, 2020, we accounted for $2,744 of depreciation expense. |
PREPAID EXPENSES AND INTELLECTU
PREPAID EXPENSES AND INTELLECTUAL PROPERTY SOFTWARE AND GOODWILL | 12 Months Ended |
Dec. 31, 2020 | |
PREPAID EXPENSES AND INTELLECTUAL PROPERTY SOFTWARE AND GOODWILL | |
NOTE 7- PREPAID EXPENSES AND INTELLECTUAL PROPERTY: SOFTWARE AND GOODWILL | Prepaid expenses consisted of the following: December 31, 2020 2019 Prepaid Expenses: Sales Commissions and Severance Advances $ - $ 7,696 Unvested Stock Grants (Note 9) - 525,368 Total Prepaid Expenses $ - $ 533,064 December 31, 2020 2019 Intellectual Property: Software Code: Intellectual Property: Software Code $ 68,500 $ 68,500 Less: Accumulated Amortization (33,027 ) (25,687 ) Net Intellectual Property: Software Code $ 35,473 $ 42,813 Intangible asset amortization expense on our software code in each of the five succeeding years will amount to approximately $35,473 as we will fully amortize the intellectual property in 2024. For fiscal 2021 through 2024, the amortization period for identifiable intangible assets on our software code is 7 years, with amortization expense of approximately $9,786, $9,786, $9,786 and $6,115 to be recognized, respectively. A summary of changes in the Company’s goodwill consists of the following during the twelve months ending December 31, 2020 and 2019 respectively: December 31, Intellectual Property: Goodwill: 2020 2019 Goodwill $ 13,800 $ 13,800 Less: Impairment Expense (5,000 ) - Goodwill $ 8,800 $ 13,800 Impairment Testing of Goodwill Goodwill is tested annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances that indicate goodwill is more likely than not impaired. In connection with the annual goodwill impairment analysis performed during the fourth quarter of 2019, the Company determined that the fair value of our goodwill was greater than our book value, and therefore no goodwill impairment charge was recorded in 2019. In connection with the annual goodwill impairment analysis performed during the fourth quarter of 2020, the Company determined that the fair value of our goodwill on customer contracts was slightly less than our book value, and therefore we took a $5,000 goodwill impairment charge in the fourth quarter of 2020, as some of our customers did not renew our software licensing and hosing contracts at the end of fiscal year 2020. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
NOTES PAYABLE | |
NOTE 8 - NOTES PAYABLE | At December 31, 2019, we were indebted under various convertible and non-convertible Notes payable net of debt discount of $853,261 for a total amount of $1,958,382, including related parties notes of $228,692 and non-convertible Notes Payable of $932,586 and excluding $446,404 of accrued interest. At December 31, 2020, we were indebted under various convertible and non-convertible Notes payable net of short-term and long-term debt discount of $398,171 for a total amount of $2,137,842, consisting of short-term related party notes plus accrued interest of $632,832, long-term related party notes plus accrued interest of $163,704, short term non-related party notes of $1,141,957 and long term non-related party notes of $199,349, excluding the SBA/PPP loan. The short-term non-related party notes of $1,141,957 consist of convertible notes of $905,657 and $236,300 of non-convertible notes payable. As of December 31, 2019 and 2020, most short-term notes are in default. We are also indebted on a COVID-19 SBA loan in the amount of $177,200 which we obtained in 2020 under the federal SBA/PPP program. See Note 13. Derivative Instruments The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. Convertible Notes During March-June 2019, we issued a total of $650,000 in convertible notes sold to five accredited individual investors who purchased these notes from our 2019 private placement bearing interest at 6% per annum and maturing three years from their purchase with the noteholders having the right to convert these notes into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion, also including three-year warrants to purchase a number of shares equal to the principal amount of the note divided by the conversion price. The exercise price is equal to the conversion price. The Company recorded a derivative liability on the conversion feature in the note and associated warrant liability to the warrants issuable under the agreement. We valued the warrants at $501,996, under our Black-Scholes model, to be recorded as a derivative liability for warrants, whereby the associated debt discount will be amortized on a straight-line basis over the term of the warrants, including a cashless exercise provision as defined under the terms of the Note, and also received registration rights related to any future conversion(s) of this Note to equity. In April 2019, we issued a $50,000 convertible note to an accredited investor, in addition to an additional $141,106 convertible notes for the conversion of existing short term notes to long term convertible notes to two affiliate accredited investors, bearing interest at 6% per annum during the three-year term of the note, and being convertible into our common shares at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion, also including three-year warrants to purchase a number of shares equal to the principal amount of the note divided by the conversion price. The exercise Black-Scholes model, to be recorded as a derivative liability for warrants, whereby the associated debt discount will be amortized on a straight-line basis over the term of the warrants, including a cashless exercise provision as defined under the terms of the Note, and also received registration rights related to any future conversion(s) of this Note to equity. During May 2019, we issued a $250,000 convertible note to an accredited investor, in addition to a $250,000 convertible note for the conversion of an existing short term note to a long term convertible note to an affiliate accredited investor, bearing interest at 6% per annum during the three-year term of the note, and being convertible into our common shares at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion, also including three-year warrants to purchase a number of shares equal to the principal amount of the note divided by the conversion price. The exercise price is equal to the conversion price. The Company recorded a derivative liability on the conversion feature in the note and associated warrant liability to the warrants issuable under the agreement. We valued the warrants at $463,174, under our Black-Scholes model, to be recorded as a derivative liability for warrants, whereby the associated debt discount will be amortized on a straight-line basis over the term of the warrants, including a cashless exercise provision as defined under the terms of the Note, and also received registration rights related to any future conversion(s) of this Note to equity. In accordance with ASC 470 – Debt, the Company accounted for this as a debt extinguishment since the terms of the debt changed significantly by adding a conversion feature. Accordingly, the Company recorded a loss on debt extinguishment of $189,847 for the May 2019 note and the April 2019 note to affiliate noteholders for these conversions. ASC 470-50-40-10 (EITF Issue 96-19) establishes the criteria for debt extinguishment and modification. If the debt is substantially different, then the debt is extinguished, and a gain or loss is calculated and recorded. Substantially different is defined by the following three tests: 1. Ten percent or more difference in cash flows – The present value of the cash flow under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument. 2. Embedded conversion option difference is 10% or more – The change in the fair value of the embedded conversion option (calculated as the difference between the fair value of the embedded conversion option immediately before and after the modification or exchange) is at least 10% of the carrying amount of the original debt instrument immediately prior to the modification or exchange; or 3. There is the addition or elimination of a substantive conversion option – A modification or an exchange of debt instruments that adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange. During August and September 2019, we issued a total of $78,000 in convertible notes sold to three accredited individual investors who purchased these notes from our 2019 private placement, in addition to two noteholders holding $131,392 and $141,000 respectively, convertible notes for the conversion of existing short-term notes to long-term convertible notes to two accredited noteholders. All long-term notes bearing interest at 6% per annum and maturing three years from their purchase with the noteholders having the right to convert these notes into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion. The Company recorded a derivative liability on the conversion feature in the notes, utilizing a Black Scholes pricing model, utilizing volatility for the period, closing stock price, conversion price, and the discount rate of a U.S. bond equivalent yield as of December 31, 2019. The convertible note holders also received registration rights related to any future conversion(s) of these Notes to equity. The Company recorded a gain of $1,212,505 related to the extinguishment of derivative liabilities on notes that were settled and converted during 2019. In February 2020, we obtained a $78,000 convertible loan with Power Up Lending Group, whereby conversion provisions were only allowed past 180 days of the loan. This loan was paid back at the end of April 2020, less than three months later. The note had a 12% interest rate, per annum, with prepayment penalty provisions within the first six months. In April 2020, we obtained a Small Business Administration (“SBA”) long-term loan under the federal COVID-19 Payroll Protection Program (“PPP”) for $177,200, administered by Richfield/Bloomington Credit Union, having a term of 24 months and bearing interest of 1% per annum, with $1,244 accrued interest at December 31, 2020. The portion of the loan proceeds used for labor, utilities and office costs may be subject to loan forgiveness under the terms of the SBA/PPP program. The balance as of December 31, 2020 of $177,200 is included in the notes payable on the balance sheet. During July-August 2020, related parties converted outstanding accrued expenses into some of the notes described above. Michael Brown, a director and our former CEO, converted accrued salaries and funds put into the Company into new convertible Notes of $493,597 maturing on June 30, 2021. Capital Market Solutions, LLC converted its $600,000 of accrued and unpaid consulting fees into a new short-term convertible note, 5% simple interest rate, maturing on July 31, 2021, for a total of $600,000. These related party notes have conversion terms of the greater of $.05 or a 10-day Volume Weighted Average Price (VWAP). (See Notes 9 and 11). During July 2020, Garry Lowenthal, our former Chief Financial Officer and former Director, who resigned both positions on February 28, 2019, converted outstanding accrued expenses, including unpaid severance pay, pursuant to an Employment Agreement, into a note for $281,054. Another creditor, Rubicon Software Ltd, our outsourced development and technology consulting vendor converted $246,500 of outstanding invoices into a convertible note of $246,500. Both of these non-affiliate noteholders have conversion terms of the greater of $.05 or a 10-day Volume Weighted Average Price (VWAP), 5% simple interest rate, both maturing on June 30, 2021. As of December 31, 2019, the Company had $700,845 outstanding in long term convertible notes, which is net of debt discount of $853,261. As of December 31, 2020, the Company had $348,127 outstanding in long term convertible notes net of debt discount of $343,652. The accrued interest on these long-term notes is included in accounts payable and accrued expenses on the balance sheet. |
CONSULTING CONTRACT WITH AFFILI
CONSULTING CONTRACT WITH AFFILIATE CMS | 12 Months Ended |
Dec. 31, 2020 | |
CONSULTING CONTRACT WITH AFFILIATE CMS | |
NOTE 9 - CONSULTING CONTRACT WITH AFFILIATE CMS | In April 2019, we entered into a consulting contract with affiliate Capital Market Solutions LLC, a Delaware limited liability company (“CMS”) for a term of one year and providing us with management, operational, and financial services in consideration for our payments to CMS of $50,000 monthly along with issuance to CMS of 30 million shares of our common stock which we valued at $1,797,000 based on the closing stock price on the date of the transaction, which was recorded as a pre-paid expense and amortized over one year. This consulting contract also provided for a five-year warrant providing CMS the right to purchase an additional 30 million shares of our common stock exercisable at $.20 per share, which we valued at $1,297,570 utilizing a Black Scholes pricing model, with the warrant expense also amortized as consulting expense on a straight-line basis over the term of the consulting agreement of one year. The prepaid expense was fully amortized, as of December 31, 2020. |
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS EQUITY (DEFICIT) | |
NOTE 10 - STOCKHOLDERS' EQUITY (DEFICIT) | The Company is authorized to issue 500,000,000 shares of common stock and 20,000,000 shares of preferred stock, both having $.0001 par value per share. At December 31, 2020 there were 381,923,708 outstanding shares of common stock and no outstanding shares of preferred stock., Common Shares Issued in 2019 During January-March 2019 we received proceeds of $350,000 from certain accredited investors who made payments of their second tranche under our recent private placement, for which we issued to them a total of 1,750,000 purchased common shares and 175,000 advisory common shares, pursuant to the terms of a Securities Purchase Agreement as an Advisory Fee based on ten percent of the shares purchased in this private placement. During February-March 2019 we issued an aggregate of 8,622,087 common shares and two-year warrants to purchase an aggregate of 3,182,834 common shares (exercisable at $.20 per share and valued at $63,502 under Black-Scholes pricing) to noteholders who converted their outstanding notes in the amount of $742,391, with the conversion prices and warrant terms based on specific terms contained in the notes. In February 2019 we issued 300,000 common shares valued at $26,730 for advisory services to be provided to us during February-April 2019. In March 2019, we recognized an option and warrant expense of $148,199 for certain employee stock options previously granted to our employees. In April 2019 we entered into a one-year consulting contract in consideration for our payment of $50,000 monthly, and issuance of 30 million shares of our common stock and a five-year warrant to acquire an additional 30 million shares for $.20 per share. See foregoing Note 9. In May 2019 we issued 245,098 restricted common shares valued at $12,500 to our independent director John Bode for three months service on our Board of Directors; in August 2019 we issued him 490,196 restricted common shares valued at $12,500 for three months director services; and in November 2019 we issued him 781,250 restricted common shares valued at $12,500 for three months director services. In April-May 2019, we issued an aggregate of 3,284,284 shares of our common stock to two noteholders who converted total outstanding Notes in the amount of $51,500, with the conversion price based on specific terms contained in the Notes. In addition, we issued an aggregate of 5,000,000 common shares valued at $222,000 for advisory services to be provided to us during advisory agreements. In June 2019, three noteholders converted $176,000 of outstanding Notes owed to them into an aggregate of 1,760,000 common shares, with the conversion prices based on specific terms contained in these Notes. In July 2019, we issued 100,000 restricted common shares valued at $3,900 to an individual accredited investor in consideration for making a loan to us in the amount of $75,000, having an interest rate of 6% per annum, and maturing on January 18, 2020. In August-September 2019, an accredited Noteholder converted $80,162 of outstanding Notes into an aggregate of 2,533,333 common shares, with the conversion price based on specific terms contained in the Notes; and another accredited Noteholder converted a $19,000 portion of an outstanding Note into 2,676,771 common shares. In October 2019, an accredited Noteholder converted $11,912 portion of an outstanding Note into 2,382,402 common shares; and two Noteholders who are accredited investors converted a total of $28,000 of outstanding Notes into an aggregate of 1,370,000 common shares, with the conversion prices based on specific terms in the Notes. In November-December 2019, an accredited Noteholder converted a $60,869 portion of an outstanding Note into 4,753,476 common shares, with the conversion price based on specific terms in the Note; accredited Noteholders converted $40,000 notes into 3,067,915 common shares, with the conversion prices based on specific terms of the Notes, and an accredited Noteholder converted $19,386 portion of an outstanding Note into 3,877,237 common shares. Warrants With Notes Common Shares Issued in 2020 Shares issued for services Pursuant to independent director agreements, in February 2020 we issued 2,083,333 restricted common shares valued at $12,500 to John Bode, an independent director, for three months service as a director, and in June 2020 we issued him 2,604,167 restricted common shares valued at $12,500 for three months service as a director. Shares were calculated based on the closing stock price for each quarterly period of service. In August-December 2020 we issued the following restricted common shares for services as a director pursuant to independent director agreements. Shares were calculated based on the closing stock price for each quarterly period of service. i) 675,676 shares valued at $12,500 to John Bode for three months services from June-August 2020, ii) 4,791,667 shares valued at $25,000 to Gregory Nagel for six months services from April-September 2020, iii) 1,420,455 shares valued at $12,500 to John Bode for three months services from September-November 2020, and iv) 399,361 shares valued at $12,500 to Gregory Nagel for three months services from October-December 2020. In May 2020, we issued 5,000,000 restricted common shares valued at $14,500 to two accredited investors for advisory services to the Company. The shares were valued based on the closing stock price on date of transaction. True-up and penalty shares issued In March 2020 we issued an aggregate of 9,625,000 restricted common shares to twelve accredited investors, which represented True-Up and Penalty shares owed to them pursuant to a 2018-2019 private placement of the Company in which they invested a total of $1,750,000. These shares were valued based on the closing stock price at the date of transactions, with $43,890 valued at $.0057 per share for 7,700,000 shares and $4,813 valued at $.0025 per share for 1,925,000 shares. Stock sold for cash In August 2020, incident to a private placement transaction, we received proceeds of $50,000 from an individual private accredited investor, for which we issued 5,000,000 restricted common shares along with a stock purchase warrant to purchase an additional 5,000,000 common shares exercisable at $.10 per share anytime during its two-year term. Shares issued for note conversions During 2020, Noteholders who are accredited investors converted outstanding Notes to restricted common stock as follows, with the conversion prices based on specific terms contained in the Notes: In January 2020, an accredited Noteholder converted a $37,000 portion of an outstanding Note into 4,933,333 shares and another $52,000 portion of an outstanding Note into 6,933,333 shares; and another Noteholder converted $33,452 of outstanding Notes into 4,401,591 shares. In February 2020, an accredited Noteholder converted a $9,617 portion of an outstanding Note into 2,676,771 shares; another Noteholder converted $16,855 portion of an outstanding Note into 6,985,851 shares. In March 2020, an accredited Noteholder converted a $42,500 portion of an outstanding Note into 6,062,863 shares; another accredited Noteholder converted a $23,000 portion of an outstanding Note into 6,965,743 shares; and a third Noteholder converted $5,048 of outstanding Notes into 4,589,091 shares. During January-March, 2020 the following debt conversions also took place: i) three Noteholders converted a total of $190,000 of outstanding Notes into an aggregate of 29,370,454 shares, which Note amounts were purchased by them in December 2019 from Capital Market Solutions LLC (CMS), an affiliate of the Company, in private transactions; ii) four Noteholders converted a total of $107,675.63 of outstanding Notes into an aggregate of 14,195,619 shares, which Notes were originally issued in February 2018. iii) three Noteholders converted a total of $129,000 of outstanding Notes into an aggregate of 14,929,577 shares, which Notes were originally issued in March 2019. In April 2020, Noteholders who are accredited investors converted outstanding Notes to restricted common stock as follows: i) A Noteholder converted a $9,500 portion of an outstanding Note into 3,653,846 shares; ii) A Noteholder converted $10,042 of outstanding Notes into an aggregate of 7,172,857 shares; iii) A Noteholder converted $10,000 of outstanding Notes into an aggregate of 2,702,702 shares, and this Noteholder purchased a portion of a June 2019 Note from Ignition Capital LLC in April 2020 in a private transaction; and iv) A Noteholder converted $20,000 of outstanding Notes into 7,692,307 shares, which represented a portion of an outstanding Note purchased by this Noteholder from affiliate CMS in December 2019 in a private transaction. In June 2020, a Noteholder converted a $21,000 portion of an outstanding Note into 5,000,000 shares; and another accredited Noteholder converted a $9,137 portion of an outstanding Note into 2,175,574 shares. In July 2020, seven Noteholders converted a total of $166,832 of outstanding Notes into an aggregate of 33,218,160 shares, which Note amounts were purchased by them in private transactions from Capital Market Solutions, LLC (“CMS”), the original holder of the Notes and an affiliate of the Company. In August 2020, two Noteholders converted a total of $94,856 of outstanding Notes into an aggregate of 17,225,263 shares. In December 2020, two Affiliate Noteholders converted a total of $750,000 of outstanding Notes into an aggregate of 15,000,000 common shares based on a conversion price of $.05 per share. Another non-affiliate Noteholder converted a total of $100,000 of an outstanding Note into 2,000,000 common shares based on a conversion price of $.05 per share. Also in December 2020, Greentree Financial Group converted $251,297 of an outstanding Note payable debt including interest and default fees into 16,753,133 common shares with the conversion price based on specific terms of the Note. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE 11 - RELATED PARTY TRANSACTIONS | Our two independent directors, John Bode and Gregory Nagel, are each compensated for their services as a director on the basis of $12,500 quarterly, payable each quarter through issuance of restricted common stock of the Company valued at the trading price of such common shares at the end of each quarter. For our fiscal year ended December 31, 2020, Messrs. Bode and Nagel received 6,783,631 shares and 5,191,028 shares, respectively for their services as independent directors of the Company. In April 2019, we entered into a consulting contract with our affiliate Capital Market Solutions, LLC (CMS) for a term of one year. CMS provided us with management, operational, accounting and financial services in consideration for our payments to CMS of $50,000 monthly along with issuance to CMS of 30 million shares of our common stock which we valued at $1,797,000 and a five-year warrant to purchase an additional 30 million common shares at $.20 per share.(See Note 9). In May 2019, our largest and also a principal shareholder, CMS, entered into a Long-Term Convertible Note with us in the principal amount of $250,000 for the conversion of existing short-term notes, maturing in three years, bearing interest at 6% per annum payable each six months of its term, and being convertible into our common stock at the lesser of $.20 per share or the Volume Weighted Average Price (VWAP) per share during the 10-day period prior to conversion. The Convertible Note also includes three-year warrants to purchase a number of shares equal to the principal amount of the note divided by the conversion price. The exercise price is equal to the conversion price. The Company recorded a derivative liability on the conversion feature in the note and associated warrant liability to the warrants issuable under the agreement. We valued the warrants at $463,174, under our Black Scholes model, to be recorded as a derivative liability for warrants, whereby the associated debt discount is being amortized on a straight-line basis over the term of the warrants, including a cashless exercise provision as defined under the terms of the Note, and CMS also received registration rights related to any future conversion(s) of this Note to equity. In accordance with ASC 470 – Debt, the Company accounted for this as a debt extinguishment since the terms of the debt changed significantly by adding a conversion feature. Accordingly, the Company recorded a loss on debt extinguishment of $189,847. CMS also has additional short term nonconvertible notes for a total of $76,111 as of December 31, 2020, which have been in default since 2019. Also, an additional short-term note for $82,500 with affiliate MGA Capital LLC and two additional short-term notes for an aggregate of $148,778 with affiliate Ignition Capital, LLC are also in default, as of December 31, 2020, whereby MGA Capital and Ignition Capital are partially owned by our director William Gerhauser. In December 2020, affiliate CMS (controlled by director William Gerhauser) converted outstanding debt of $500,000 owed to CMS into 10,000,000 shares of our restricted common stock at $.05 per share; and director Michael Brown converted outstanding debt of $250,000 owed to him into 5,000,000 shares of our restricted common stock at $.05 per share. In January 2021, two affiliate shareholders converted their entire balances (including accrued interest) of certain outstanding Notes totaling $365,130.88 into restricted common shares of the Company based on the conversion price of $.05 per share, including $254,226.77 converted into 5,084,535 shares by director Michael Brown, and $110,904.11 converted into 2,218,082 shares by affiliate CMS (controlled by director William Gerhauser). |
ACQUISITION TO ENGAGE IN MEDICA
ACQUISITION TO ENGAGE IN MEDICAL AMBULATORY SURGERY CENTER BUSINESS | 12 Months Ended |
Dec. 31, 2020 | |
CONSULTING CONTRACT WITH AFFILIATE CMS | |
NOTE 12 - ACQUISITION TO ENGAGE IN MEDICAL AMBULATORY SURGERY CENTER BUSINESS | In November 2020, the Company acquired 100% of the membership interests of two Florida limited liability companies from Capital Market Solutions, LLC (“CMS”), which are Ft Myers ASC LLC (“Ft Myers ASC”) and ASC SoftDev LLC (“SoftDev”). These two LLCs were organized by CMS in the fall of 2020 to engage in the development and operation of medical Ambulatory Surgery Centers. CMS is an affiliate of the Company and its largest shareholder, and is controlled by William Gerhauser, a director of the Company. This acquisition and its terms were specifically considered and approved by our two independent and disinterested directors, who also were advised by independent outside legal counsel. Neither Mr. Gerhauser nor any other representative of CMS participated in the vote of our Board of Directors to approve this acquisition. As of December 31, 2020, the Florida LLC’s had no assets or liabilities, and accordingly, the Company has not recorded any assets or liabilities for this transaction. |
COMMITMENTS CONTINGENCIES
COMMITMENTS CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS CONTINGENCIES | |
NOTE 13 - COMMITMENTS & CONTINGENCIES | Management has concluded that the COVID-19 outbreak in 2020 may have a significant impact on business in general, but the potential impact on the Company is not currently measurable. Due to the level of risk this virus may have on the global economy, it is at least reasonably possible that it could have an impact on the operations of the Company in the near term that could materially impact the Company’s financials. Management has not been able to measure the potential financial impact on the Company but will review commercial and federal financing options should the need arise. In March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. While to date the Company has not been required to stop operating, management is evaluating its use of its office space, virtual meetings and the like. The Company continues to monitor the impact of the COVID-19 (coronavirus) outbreak closely. The extent to which the COVID-19 (coronavirus) outbreak will impact our operations, ability to obtain financing or future financial results is uncertain. The Company is the plaintiff in a civil lawsuit commenced by us in federal district court in New Jersey, whereby we have sued Continuity Logic LLC to collect approximately $905,500 owed to us for overdue Notes and related interest and costs incident to loans made by us to Continuity Logic in 2018. Further, we are a Petitioning Creditor in a federal bankruptcy case in the District of New Jersey, whereby our goal is to have a court-appointed Trustee take over the assets of Continuity Logic LLC, as to collect proceeds from Continuity Logic customers. As we are the only secured lender, as a first priority and perfected lienholder, we are expecting the first $455,215 of proceeds to be released to us, after any court related costs associated with the bankruptcy case. We currently are not a party to any material legal proceedings against us, nor are we aware of any pending or threatened litigation that could have a material adverse effect on our business, operating results or financial condition. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
NOTE 14 - LEASES | As the Company no longer leases any office, administrative or operational facilities other than a “virtual” office location in Minneapolis on a monthly basis, the Company currently does not have any leases, and accordingly, the Company has not recorded any liabilities on the balance sheet, as of December 31, 2020. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
NOTE 15 - INCOME TAXES | At December 31, 2020 and 2019, we had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $22,869,765 and $19,591,225 for Federal and state purposes, respectively. The Federal carryforward for the Net Operating Loss (NOL) for 2010-2017 expires in 2038, while the Federal carryforward NOL for 2018, 2019 and 2020 has no expiration date, and the state carryforward expires in 2023. Given our history of net operating losses, our management has determined that it is more likely than not that we will not be able to realize the tax benefit of the carryforwards. Accordingly, we have not recognized a deferred tax asset for this benefit. Effective January 1, 2007, we adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2020 and 2019, we did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption. Our policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2020 and 2019, we have not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2018 through 2020 remain open to examination by the major taxing jurisdictions to which we are subject. Upon any attainment of taxable income by us, our management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize a deferred tax asset at that time. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: 2020 2019 Income tax at federal Statutory rate 21.0 % 21.0 % Effects of permanent differences (4.6 )% (3.4 )% Effect of temporary differences 4.6 % 3.5 % Effects of state taxes (net of federal taxes) 0 % 0 % Change in valuation allowance (21.1 )% (21.1 )% 0.0 % 0.0 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2020 and 2019, a deferred income tax asset, includes a reserve for the notes receivable of $905,500 and $857,242, respectively, and a cumulative estimated net tax operating loss of $22,869,765 and $19,591,225, respectively, that is available to offset future taxable income, if any, in future periods, subject to expiration and other limitations imposed by the Internal Revenue Service. Management has considered our operating losses incurred to date and believes that a full valuation allowance against the deferred tax assets is required as of December 31, 2020 and 2019. Utilization of our net operating losses may be subject to substantial limitations if the Company experiences a 50% change in ownership, as provided by the Internal Revenue Code and similar state provisions. The Federal carryforward for the Net Operating Loss (NOL) for 2010-2017 expires in 2038, while the Federal carryforward NOL for 2018, 2019 and 2020 has no expiration date, and the state carryforward expires in 2023. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
WARRANTS | |
NOTE 16 - WARRANTS | We have the following outstanding warrants to purchase our common stock at December 31, 2019 and 2020: Number of Shares Weighted Average Exercise Price Weighted Average (Remaining Term) Aggregate Intrinsic Value Balance December 31, 2018 17,741,569 $ 0.22 $ 0.22 $ 0.23 Granted 54,302,767 0.14 Forfeited or cancelled (1,681,287 ) 0.27 Balance December 31, 2019 70,363,049 $ 0.13 $ 0.13 $ 0.14 Granted 5,000,000 0.10 Forfeited or cancelled (5,185,749 ) 0.24 Balance December 31, 2020 70,177,300 $ 0.153 $ 0.153 $ 0.162 |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2020 | |
GOING CONCERN | |
NOTE 17 - CONCENTRATIONS | For the year ended December 31, 2020 three customers each accounted for more than 10% of our revenues, and for the year ended December 31, 2019 two customers each accounted for more than 10% of our revenues. A significant reduction for any reason in the use of our software solutions by one or more of our major customers could harm our business materially. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
NOTE 18 - SUBSEQUENT EVENTS | Stock issued for conversion of debt Stock issued for services In March 2021, we issued 515,145 restricted common shares to independent director Greg Nagel for quarterly services as a director. We also issued 515,145 restricted common shares to our Chairman and director Michael Brown for quarterly services as a director. We also issued 515,145 restricted common shares to our director William Gerhauser for quarterly services as a director. Other subsequent events Score, Inc. is an Act 73 company under Puerto Rico law that is in the enterprise software space and currently provides business to business solutions for approximately 100 US companies in the credit repair space. Joshua Carmona owns 100% of the stock in Score, whereby Mr. Carmona owns the Score stock free and clear of all liens and encumbrances of any kind. There are no other classes of stock or ownership in Score. Score is a duly incorporated Puerto Rico company organized under Act 73 of Puerto Rico law and is in good standing. Score will own 100% of the ownership in VIP Solutions LLC, a subsidiary of Score, and there will be no liens or encumbrances on that ownership at Closing. The sale of Stock to Fision by Carmona will not affect Score’s status as an Act 73 company and all necessary procedures will be followed under Act 73 so that completion of the instant transaction will not affect Score’s status as an Act 73 company. There is no legal impediment to the sale of stock contemplated under this MOU. All corporate actions necessary to approve this MOU and the sale of Score stock have been or will have been taken by the date of Closing. There will be no material change in the operations or financial condition of Score between the signing of this MOU and Closing. Fision will have 70 days from the signing of this MOU to conduct its due diligence into the operations and finances of Score, in which Score and Carmona will fully cooperate and deliver to Fision or its representative all information about Score Fision or its representatives may request. The closing of the transaction will be contingent on: i) the satisfactory completion of due diligence as determined by Fision in its sole and absolute discretion; ii) the presentation by Score to Fision of its audited financials satisfactory to Fision’s auditors in their sole and absolute discretion; and iii) closing will occur within five (5) business days of the satisfaction of the conditions set forth. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of estimates | The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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. Accordingly, actual results could differ materially from those estimates and assumptions. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, derivative securities, fair value of financial instruments, and related depreciation and amortization methods applied. |
Concentration of Credit Risk | Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During 2020, we may have had cash deposits that exceeded Federal Deposit Insurance Corporation (“FDIC”) insurance limits of $250,000. As of December 31, 2020 there was no cash in excess of federally insured limits. We maintain cash balances at high quality financial institutions to mitigate this risk. We perform ongoing credit evaluations of our customers and generally do not require collateral from them to do business with us. |
Cash equivalents | We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2020, the Company had no cash equivalents. |
Fair value of financial instruments | The Company adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under Generally Accepted Accounting Principles (GAAP), and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into six broad levels. The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: A) Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources; B) Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and C) Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate. Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable, accrued expenses, and notes payable approximate their fair value because of the short maturity of those instruments. The following table represents our assets and liabilities by level measured at fair value on a recurring basis at December 31, 2020. Level 1 Level 2 Level 3 Derivative Liability $ - $ - $ 4,251,179 The following assets and liabilities are measured on the consolidated balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following table provides a reconciliation of the beginning and ending balances of the liabilities. Fair Value Change in Fair Value January 1, fair December 31, 2019 Additions Value Extinguishments 2019 Derivative Liability $ 1,480,978 $ 1,863,187 $ 2,024,961 $ (1,212,505 ) $ 4,156,621 Fair Value Change in Fair Value January 1, fair December 31, 2020 Additions Value Conversions 2020 Derivative Liability $ 4,156,621 $ 276,876 $ 195,682 $ (378,000 ) $ 4,251,179 All gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy are recognized in other interest and expense in the accompanying financial statements. The derivative liability relating to the beneficial conversion feature of our convertible notes payable was $4,251,179 at December 31, 2020 and was computed using the following variables: Exercise price $.135--$.153 Expected volatility 327 % Expected term Due on demand to 36 months Risk free interest rate 0.09–1.58 % Expected dividends - |
Derivative Instruments | We account for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable related to the products and services sold are recorded at the time revenue is recognized and are presented on the balance sheet net of allowance for doubtful accounts. The ultimate collection of the receivable may not be known for several months after services have been provided and billed. We have established an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, analyses of current and historical cash collections, and the aging of receivables. Delinquent accounts are written-off when the likelihood for collection is remote and/or when we believe collection efforts have been fully exhausted and we do not intend to devote any additional efforts in an attempt to collect the receivable. We adjust our allowance for doubtful accounts balance on a quarterly basis. |
Property and Equipment | Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of five (5) years for equipment, furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. |
Impairment of long-lived assets | We follow paragraph 360-10-05-4 of the FASB Accounting Standards Codification for long-lived assets. Our long-lived assets are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We assess the recoverability of our long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. |
Revenue recognition | In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, originally effective for public business entities with annual reporting periods beginning after December 15, 2016. On August 12, 2015, the FASB issued an Accounting Standards Update (“ASU”), Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASC 606 for one year. ASC 606 provides accounting guidance related to revenue from contracts with customers. For public business entities, ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company has implemented the five-step process in determining revenue recognition from contracts with customers, in accordance with ASC 606. Revenue is recognized in the period the services are provided over the contract period, normally one (1) to three (3) years. We invoice one-time startup and implementation costs, such as consolidating and uploading digital assets of the customer, upon completion of those services as one performance obligation and recorded as revenue when completed. Monthly services, such as internet access to software as a service (SaaS), hosting, and weekly backups are invoiced monthly as another performance obligation and recorded as revenue over time. Company Recognizes Contract Liability for Its Performance Obligation Upon receipt of a prepayment from a customer, the Company recognizes a contract liability in the amount of the prepayment for its performance obligation to transfer goods and services in the future. When the Company transfers those goods and services and, therefore, satisfies its performance obligation to the customer, the Company will then recognize the revenue. |
Income taxes | We follow Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent our management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regard to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. We had no material adjustments to our assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Stock-Based Compensation | In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation In June 2018, the FASB issued Accounting Standards Update No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting Equity - Equity-Based Payments to Non-employees Revenue from Contracts with Customers Fair Value The closing price of our common stock on the date of grant is used as the fair value for the issuances of restricted stock. The fair value of stock options or warrants granted is estimated as of the grant date using the Cox, Ross & Rubinstein Binomial Tree valuation pricing model. The following range of assumptions in the Binomial option pricing model was used to determine fair value at the years ended below: Year ended December 31, 2020 2019 Weighted-average volatility 327 % 182 % Expected term (in years) 1.4 2.4 Risk-free interest rate .10 % 1.62 % Expected volatilities used for award valuation in 2020 and 2019 are based on the Company’s historical prices. The risk-free interest rate for periods equal to the expected term of an award is based on a blended historical rate using Federal Reserve rates for U.S. Treasury securities. |
Net income (loss) per share | We compute basic and diluted earnings per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. For the years ended December 31, 2020 and 2019, there were 83,006,174 and 388,876,859 respectively, potentially dilutive securities not included in the calculation of weighted-average common shares outstanding since they would be anti-dilutive. |
Research and Development | We expense all our research and development operations and activities as they occur. During the fiscal year ended December 31, 2020 we incurred total expenses of $339,632 for research and development. In comparison, during the fiscal year ended December 31, 2019 we incurred total expenses of $290,035 for research and development. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are released to manufacturing. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products. |
Advertising Costs | We expense marketing and advertising costs as incurred. Marketing and advertising expenses for the years ended December 31, 2020 and 2019 were $5,474 and $17,331 respectively. The costs are included in the sales and marketing expenses on the consolidated statement of operations |
Recently Issued Accounting Pronouncements | We regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to existing standards and changes in their interpretation, we might be required to change our accounting policies, particularly concerning revenue recognition, the capitalized incremental costs to obtain a customer contract and lease accounting, to alter our operational policies and to implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or to restate our published financial statements. Such changes may have an adverse effect on our business, financial position, and operating results, or cause an adverse deviation from our revenue and operating profit target, which may negatively impact our financial results. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of fair value, assets measured on recurring basis | Level 1 Level 2 Level 3 Derivative Liability $ - $ - $ 4,251,179 |
Schedule of fair value on recurring basis significant unobservable | Fair Value Change in Fair Value January 1, fair December 31, 2019 Additions Value Extinguishments 2019 Derivative Liability $ 1,480,978 $ 1,863,187 $ 2,024,961 $ (1,212,505 ) $ 4,156,621 Fair Value Change in Fair Value January 1, fair December 31, 2020 Additions Value Conversions 2020 Derivative Liability $ 4,156,621 $ 276,876 $ 195,682 $ (378,000 ) $ 4,251,179 |
Schedule of fair value measurement of liabilities | Exercise price $.135--$.153 Expected volatility 327 % Expected term Due on demand to 36 months Risk free interest rate 0.09–1.58 % Expected dividends - |
Schedule of fair value of stock options or warrants | Year ended December 31, 2020 2019 Weighted-average volatility 327 % 182 % Expected term (in years) 1.4 2.4 Risk-free interest rate .10 % 1.62 % |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ACCOUNTS RECEIVABLE | |
Schedule of accounts receivable | December 31, 2020 December 31, 2019 Accounts receivable $ 767 $ 9,906 Less: Allowance for doubtful accounts -0- -0- $ 767 $ 9,906 |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
NOTES RECEIVABLE | |
Schedule of notes receivable | December 31, 2020 December 31, 2019 Notes receivable $ 804,300 $ 804,300 Accrued interest 101,200 52,942 Total 905,500 857,242 Less allowance for doubtful accounts (905,500 ) (857,242 ) Notes receivable, net $ - $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | |
Schedule of property, plant and equipment | December 31, 2020 December 31, 2019 Equipment $ 15,720 $ 15,720 Furniture & Fixtures 471 471 Less: Accumulated Depreciation (16,018 ) (13,275 ) Net Property and Equipment $ 173 $ 2,916 |
PREPAID EXPENSES AND INTELLEC_2
PREPAID EXPENSES AND INTELLECTUAL PROPERTY SOFTWARE AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PREPAID EXPENSES AND INTELLECTUAL PROPERTY SOFTWARE AND GOODWILL (Tables) | |
Schedule of prepaid expenses | December 31, 2020 2019 Prepaid Expenses: Sales Commissions and Severance Advances $ - $ 7,696 Unvested Stock Grants (Note 9) - 525,368 Total Prepaid Expenses $ - $ 533,064 December 31, 2020 2019 Intellectual Property: Software Code: Intellectual Property: Software Code $ 68,500 $ 68,500 Less: Accumulated Amortization (33,027 ) (25,687 ) Net Intellectual Property: Software Code $ 35,473 $ 42,813 |
Summary of changes in the Company's goodwill | December 31, Intellectual Property: Goodwill: 2020 2019 Goodwill $ 13,800 $ 13,800 Less: Impairment Expense (5,000 ) - Goodwill $ 8,800 $ 13,800 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Schedule of effective income tax rate reconciliation | 2020 2019 Income tax at federal Statutory rate 21.0 % 21.0 % Effects of permanent differences (4.6 )% (3.4 )% Effect of temporary differences 4.6 % 3.5 % Effects of state taxes (net of federal taxes) 0 % 0 % Change in valuation allowance (21.1 )% (21.1 )% 0.0 % 0.0 % |
WARRANT (Tables)
WARRANT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
WARRANTS | |
Schedule of warrants | Number of Shares Weighted Average Exercise Price Weighted Average (Remaining Term) Aggregate Intrinsic Value Balance December 31, 2018 17,741,569 $ 0.22 $ 0.22 $ 0.23 Granted 54,302,767 0.14 Forfeited or cancelled (1,681,287 ) 0.27 Balance December 31, 2019 70,363,049 $ 0.13 $ 0.13 $ 0.14 Granted 5,000,000 0.10 Forfeited or cancelled (5,185,749 ) 0.24 Balance December 31, 2020 70,177,300 $ 0.153 $ 0.153 $ 0.162 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Dec. 31, 2020USD ($) |
Derivative Liability | $ 4,251,179 |
Level 3 [Member] | |
Derivative Liability | $ 4,251,179 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Derivative Liability, beginning | $ 4,156,621 | $ 1,480,978 |
Addition | 276,876 | 1,863,187 |
Change in fair value | 195,682 | 2,024,961 |
Conversions | (378,000) | (1,212,505) |
Derivative Liability, ending | $ 4,251,179 | $ 4,156,621 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Expected volatility | 327.00% |
Expected term | 36 months |
Expected dividends | 0.00% |
Minimum [Member] | |
Risk free interest rate | 0.09% |
Exersice price | $ .135 |
Maximum [Member] | |
Exersice price | $ .153 |
Risk free interest rate | 1.58% |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Weighted-average volatility | 327.00% | 182.00% |
Expected term (in years) | 1 year 4 months 24 days | 2 years 4 months 24 days |
Risk-free interest rate | 0.10% | 1.62% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Derivative liability | $ 4,251,179 | |
Anti-dilutive securities excluded from calculation | 83,006,174 | 388,876,859 |
Research and development expenses | $ 339,632 | $ 290,035 |
Property and equipment estimated useful life | 5 years | |
Marketing and advertising expense | $ 5,474 | $ 17,331 |
FDIC insured limit | $ 250,000 | |
Income tax description | The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
GOING CONCERN | ||
Accumulated deficit | $ (34,303,325) | $ (31,811,792) |
Net loss | (2,491,533) | $ (9,297,081) |
Working capital deficiency | $ (7,090,086) |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
ACCOUNTS RECEIVABLE | ||
Accounts receivable | $ 767 | $ 9,906 |
Less: Allowance for doubtful accounts | 0 | 0 |
Accounts receivable, net | $ 767 | $ 9,906 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
NOTES RECEIVABLE | ||
Note receivable | $ 804,300 | $ 804,300 |
Accrued interest | 101,200 | 52,942 |
Total | 905,500 | 857,242 |
Less allowance for doubtful accounts | (905,500) | (857,242) |
Note receivables, net | $ 0 | $ 0 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Allowances for doubtful accounts | $ 905,500 | $ 857,242 |
Continuity logic [Member] | ||
Allowances for doubtful accounts | 455,215 | |
Continuity logic [Member] | During August, 2019 [Member] | ||
Allowances for doubtful accounts | $ 455,215 | |
Continuity logic [Member] | Bridge Loans [Member] | ||
Interest rate | 6.00% | |
Notes receivable | $ 905,500 | |
Maturity date | Aug. 31, 2019 | |
Secured Loan, description | The secured portion of these loans are 50.3% of the balance of the outstanding balance |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Less: Accumulated Depreciation | $ (16,018) | $ (13,275) |
Net Property and Equipment | 173 | 2,916 |
Furniture and fixtures [Member] | ||
Net Property and Equipment | 471 | 471 |
Equipment [Member] | ||
Net Property and Equipment | $ 15,720 | $ 15,720 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative ) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
PROPERTY AND EQUIPMENT | |
Depreciation expense | $ 2,744 |
PREPAID EXPENSES AND INTELLEC_3
PREPAID EXPENSES AND INTELLECTUAL PROPERTY SOFTWARE AND GOODWILL (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expenses: | ||
Sales Commissions and Severance Advances | $ 0 | $ 7,696 |
Unvested Stock Grants | 0 | 525,368 |
Total Prepaid Expenses | $ 0 | $ 533,064 |
PREPAID EXPENSES AND INTELLEC_4
PREPAID EXPENSES AND INTELLECTUAL PROPERTY SOFTWARE AND GOODWILL (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Intellectual Property: Software Code: | ||
Intellectual Property: Software Code | $ 68,500 | $ 68,500 |
Less: Accumulated Amortization | (33,027) | (25,687) |
Net Intellectual Property: Software Code | $ 35,473 | $ 42,813 |
PREPAID EXPENSES AND INTELLEC_5
PREPAID EXPENSES AND INTELLECTUAL PROPERTY SOFTWARE AND GOODWILL (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Intellectual Property: Goodwill: | ||
Goodwill | $ 13,800 | $ 13,800 |
Less: Impairment Expense | (5,000) | 0 |
Net Goodwill | $ 8,800 | $ 13,800 |
PREPAID EXPENSES AND INTELLEC_6
PREPAID EXPENSES AND INTELLECTUAL PROPERTY SOFTWARE AND GOODWILL (Details Narrative) | Dec. 31, 2020USD ($) |
Goodwill impairment | $ 5,000 |
Amortization [Member] | |
Intangible asset amortization expense | 35,437 |
Amortization expense 2021 | 9,786 |
Amortization expense 2022 | 9,786 |
Amortization expense 2023 | 9,786 |
Amortization expense 2024 | $ 6,115 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2019 | Aug. 30, 2019 | May 31, 2019 | Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Gain on extinguishment of derivative liabilities/settlement of debt | $ 1,212,505 | |||||||
Long term convertible notes | $ 199,349 | 700,845 | ||||||
Long term convertible notes, net | $ 348,127 | 853,261 | ||||||
Debt instrument percentage | 10.00% | |||||||
Conversion option percentage | 10.00% | |||||||
Short term non-related party notes | $ 1,141,957 | 1,028,845 | ||||||
Conversion of short term debt to long term debt | 163,704 | 0 | ||||||
Loss on debt extinguishment | 40,482 | 209,989 | ||||||
Debt conversion description | Two affiliate shareholders converted their entire balances (including accrued interest) of certain outstanding Notes totaling $365,130.88 into restricted common shares of the Company based on the conversion price of $.05 per share, including $254,226.77 converted into 5,084,535 shares by director Michael Brown, and $110,904.11 converted into 2,218,082 shares by affiliate CMS (controlled by director William Gerhauser). | three Noteholders converted a total of $190,000 of outstanding Notes into an aggregate of 29,370,454 shares, which Note amounts were purchased by them in December 2019 from Capital Market Solutions LLC (CMS), an affiliate of the Company, in private transactions; | ||||||
Description | These shares were valued based on the closing stock price at the date of transactions, with $43,890 valued at $.0057 per share for 7,700,000 shares and $4,813 valued at $.0025 per share for 1,925,000 shares. | |||||||
New convertible Notes | 632,832 | $ 228,692 | ||||||
During July 2020 [Member] | Garry Lowenthal [Member] | ||||||||
Conversion of short term debt to long term debt | 246,500 | |||||||
Accrued interest | 281,054 | |||||||
Development and technology consulting | $ 246,500 | |||||||
Description | Both of these non-affiliate noteholders have conversion terms of the greater of $.05 or a 10-day Volume Weighted Average Price (VWAP), 5% simple interest rate, both maturing on June 30, 2021. | |||||||
Convertible Notes [Member] | Accredited Investors [Member] | ||||||||
Conversion of short term debt to long term debt | $ 250,000 | $ 141,106 | ||||||
Loss on debt extinguishment | $ 189,847 | $ 189,847 | ||||||
Interest rate | 6.00% | 6.00% | ||||||
Debt conversion description | The notes are convertible into our common shares at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion, also including three-year warrants to purchase a number of shares equal to the principal amount of the note divided by the conversion price | The notes are convertible into our common shares at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion, also including three-year warrants to purchase a number of shares equal to the principal amount of the note divided by the conversion price | ||||||
Debt instrument, face amount | $ 250,000 | $ 50,000 | ||||||
Maturity date, description | Three years | Three years | ||||||
Fair value of issuable warrants | 463,174 | |||||||
Convertible Notes [Member] | February 2020 [Member] | Power Up Lending Group [Member] | ||||||||
Convertible loan | $ 78,000 | |||||||
Conversion Description | whereby conversion provisions were only allowed past 180 days of the loan. | |||||||
Convertible Notes [Member] | During September, 2019 [Member] | Three Accredited Investors [Member] | 2019 private placement [Member] | ||||||||
Interest rate | 6.00% | |||||||
Conversion of short term debt to long term debt | $ 141,000 | $ 131,392 | ||||||
Debt conversion description | The noteholders having the right to convert these notes into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion | |||||||
Debt instrument, face amount | $ 78,000 | |||||||
Maturity date, description | Maturing three years from their purchase | |||||||
Convertible Notes [Member] | During March-June 2019 [Member] | Five Accredited Investors [Member] | 2019 private placement [Member] | ||||||||
Interest rate | 6.00% | |||||||
Debt conversion description | The noteholders having the right to convert these notes into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion, also including three-year warrants to purchase a number of shares equal to the principal amount of the note divided by the conversion price | |||||||
Debt instrument, face amount | $ 650,000 | |||||||
Maturity date, description | Maturing three years from their purchase | |||||||
Fair value of issuable warrants | 501,996 | |||||||
Convertible Notes [Member] | During July August 2020 [Member] | ||||||||
Description | . These related party notes have conversion terms of the greater of $.05 or a 10-day Volume Weighted Average Price | |||||||
New convertible Notes | $ 493,597 | |||||||
Maturity date | Jun. 30, 2021 | |||||||
New short-term convertible note | $ 600,000 | |||||||
Interest rate | 5.00% | |||||||
Maturity period | Jul. 31, 2021 | |||||||
Total notes | $ 600,000 | |||||||
Convertible and non-convertible Notes Payable [Member] | ||||||||
Short term non-related party notes | 1,141,957 | |||||||
Notes payable | 2,137,842 | $ 1,958,382 | ||||||
Debt discount | 398,171 | 853,261 | ||||||
Accrued interest | 632,832 | 446,404 | ||||||
Related party notes [Member] | ||||||||
Notes payable | 228,692 | |||||||
Non-Convertible Notes Payable [Member] | ||||||||
Notes payable | 236,300 | $ 932,586 | ||||||
Long term loan [Member] | April 2020 [Member] | Payroll Protection Program [Member] | Small Business Administration [Member] | ||||||||
Notes payable | 177,200 | |||||||
Accrued interest | 1,244 | |||||||
Long-term loan | $ 177,200 | |||||||
Bearing interest | 1.00% | |||||||
Interest rate, per annum | 12.00% |
CONSULTING CONTRACT WITH AFFI_2
CONSULTING CONTRACT WITH AFFILIATE CMS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common stock shares issued for services, amount | $ 102,000 | $ 2,114,900 | |
Additional warrant issued under plan for purchase of stock, shares | 394,893 | 879,760 | |
Fair value of issued warrants | $ 394,893 | $ 879,760 | |
Consulting contract [Member] | |||
Common stock shares issued for services, shares | 30,000,000 | ||
Consulting contract [Member] | Capital Market Solutions, LLC [Member] | |||
Consideration for services provided | $ 50,000 | ||
Common stock shares issued for services, shares | 30,000,000 | ||
Period of consideration | Monthly | ||
Common stock shares issued for services, amount | $ 1,797,000 | ||
Services cost amortization period | 1 year | ||
Additional warrant issued under plan for purchase of stock, shares | $ 30,000,000 | ||
Exercisable price | $ .20 | ||
Warrant term | 5 years | ||
Fair value of issued warrants | $ 1,297,570 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Jan. 31, 2021 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | Jul. 31, 2019 | Jun. 30, 2019 | May 31, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Feb. 28, 2018 | May 31, 2019 | Dec. 31, 2020 | Nov. 30, 2020 | Aug. 31, 2020 | Mar. 31, 2020 | Apr. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Notes payable outstanding | $ 251,297 | |||||||||||||||||||||||||||||
Debt conversion, description | Two affiliate shareholders converted their entire balances (including accrued interest) of certain outstanding Notes totaling $365,130.88 into restricted common shares of the Company based on the conversion price of $.05 per share, including $254,226.77 converted into 5,084,535 shares by director Michael Brown, and $110,904.11 converted into 2,218,082 shares by affiliate CMS (controlled by director William Gerhauser). | three Noteholders converted a total of $190,000 of outstanding Notes into an aggregate of 29,370,454 shares, which Note amounts were purchased by them in December 2019 from Capital Market Solutions LLC (CMS), an affiliate of the Company, in private transactions; | ||||||||||||||||||||||||||||
Shares issued | 399,361 | 1,420,455 | 675,676 | 4,791,667 | 16,753,133 | |||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Total outstanding | $ 129,000 | $ 28,000 | $ 750,000 | |||||||||||||||||||||||||||
Aggregate shares of common stock with conversion price | 14,929,577 | 1,370,000 | 15,000,000 | |||||||||||||||||||||||||||
Conversion price | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||
Common stock, shares outstanding | 135,685,981 | 2,382,402 | 381,923,708 | 381,923,708 | 135,685,981 | |||||||||||||||||||||||||
Common stock value | $ 13,569 | $ 11,912 | $ 38,192 | $ 38,192 | $ 13,569 | |||||||||||||||||||||||||
Private placement investement | $ 1,750,000 | |||||||||||||||||||||||||||||
Stock sold for cash, description | incident to a private placement transaction, we received proceeds of $50,000 from an individual private accredited investor, for which we issued 5,000,000 restricted common shares along with a stock purchase warrant to purchase an additional 5,000,000 common shares exercisable at $.10 per share anytime during its two-year term. | |||||||||||||||||||||||||||||
Restricted common shares issued | 9,625,000 | |||||||||||||||||||||||||||||
Stock price, description | These shares were valued based on the closing stock price at the date of transactions, with $43,890 valued at $.0057 per share for 7,700,000 shares and $4,813 valued at $.0025 per share for 1,925,000 shares. | |||||||||||||||||||||||||||||
Shares issued for service renderred, amount | 102,000 | 2,114,900 | ||||||||||||||||||||||||||||
Convertible notes | $ 228,692 | 632,832 | 632,832 | 228,692 | ||||||||||||||||||||||||||
Debt discount | 318,694 | 1,844,329 | ||||||||||||||||||||||||||||
Proceeds from issuance of loan | 177,200 | $ 0 | ||||||||||||||||||||||||||||
Noteholder [Member] | ||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 5,000,000 | 6,062,863 | 4,933,333 | |||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 21,000 | $ 42,500 | $ 37,000 | |||||||||||||||||||||||||||
Convertible Notes [Member] | Three year warrants [Member] | ||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 1,750,000 | |||||||||||||||||||||||||||||
Warrant exercise price | $ 0.20 | $ 0.20 | ||||||||||||||||||||||||||||
Warrant contractual term | 3 years | |||||||||||||||||||||||||||||
Convertible notes | $ 350,000 | $ 350,000 | ||||||||||||||||||||||||||||
Rate of interest, loan | 6.00% | |||||||||||||||||||||||||||||
Debt discount | $ 59,121 | |||||||||||||||||||||||||||||
Ignition Capital, LLC [Member] | ||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 3,653,846 | 7,692,307 | 2,533,333 | |||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 9,500 | $ 20,000 | $ 19,000 | |||||||||||||||||||||||||||
Convertible notes | $ 80,162 | $ 148,778 | $ 148,778 | |||||||||||||||||||||||||||
Common stock reserved for future issuance, shares | 2,676,771 | |||||||||||||||||||||||||||||
Three Noteholders [Member] | ||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 4,589,091 | 2,676,771 | 4,401,591 | 1,760,000 | 14,929,577 | 29,370,454 | ||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 5,048 | $ 9,617 | $ 33,452 | $ 129,000 | $ 190,000 | |||||||||||||||||||||||||
Convertible notes | $ 176,000 | |||||||||||||||||||||||||||||
Four Noteholders [Member] | ||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 14,195,619 | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 107,676 | |||||||||||||||||||||||||||||
Two Noteholder [Member] | ||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 17,225,263 | 3,653,846 | 9,662,622 | |||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 94,856 | $ 9,500 | $ 26,472 | |||||||||||||||||||||||||||
Noteholder One [Member] | ||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 2,175,574 | 6,965,743 | 6,933,333 | |||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 9,137 | $ 23,000 | $ 52,000 | |||||||||||||||||||||||||||
Directors [Member] | ||||||||||||||||||||||||||||||
Restricted common shares issued | 2,604,167 | |||||||||||||||||||||||||||||
Restricted shares issued, amount | $ 12,500 | |||||||||||||||||||||||||||||
Two Accredited Noteholder [Member] | ||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 2,702,702 | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 10,000 | |||||||||||||||||||||||||||||
Accredited Noteholder One [Member] | ||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 7,172,857 | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 10,042 | |||||||||||||||||||||||||||||
Independent Director [Member] | ||||||||||||||||||||||||||||||
Restricted shares issued, amount | $ 12,500 | $ 12,500 | ||||||||||||||||||||||||||||
Restricted shares issued for service renderred, shares | 490,196 | 245,098 | ||||||||||||||||||||||||||||
Individual Accredited Investor [Member] | ||||||||||||||||||||||||||||||
Restricted shares issued, amount | $ 3,900 | |||||||||||||||||||||||||||||
Rate of interest, loan | 6.00% | |||||||||||||||||||||||||||||
Restricted shares issued for service renderred, shares | 100,000 | |||||||||||||||||||||||||||||
Proceeds from issuance of loan | $ 75,000 | |||||||||||||||||||||||||||||
Maturity date, loan | Jan. 18, 2020 | |||||||||||||||||||||||||||||
Accredited Investor [Member] | Advisory Fee [Member] | ||||||||||||||||||||||||||||||
Restricted shares issued, amount | $ 500,000 | |||||||||||||||||||||||||||||
Restricted shares issued for service renderred, shares | 14,500 | |||||||||||||||||||||||||||||
Private Placement [Member] | Accredited Private Investor [Member] | ||||||||||||||||||||||||||||||
Restricted common shares issued | 5,000,000 | |||||||||||||||||||||||||||||
Warrant contractual term | 2 years | |||||||||||||||||||||||||||||
Proceeds from private placement transaction | $ 50,000 | |||||||||||||||||||||||||||||
Issuance of warrants to purchase additional stock, shares | 5,000,000 | |||||||||||||||||||||||||||||
Issuance of warrants to purchase additional stock, price per share | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||||
Issuance of warrants to purchase additional stock, amount | $ 70,500 | |||||||||||||||||||||||||||||
John Bode [Member] | ||||||||||||||||||||||||||||||
Restricted common shares issued | 2,083,333 | |||||||||||||||||||||||||||||
Shares issued for service renderred, shares | 62,500 | |||||||||||||||||||||||||||||
Shares issued for service renderred, amount | $ 12,500 | |||||||||||||||||||||||||||||
Restricted shares issued, amount | $ 12,500 | |||||||||||||||||||||||||||||
Advisory Service [Member] | ||||||||||||||||||||||||||||||
Shares issued for service renderred, shares | 300,000 | 175,000 | ||||||||||||||||||||||||||||
Shares issued for service renderred, amount | $ 26,730 | |||||||||||||||||||||||||||||
Seven Noteholders [Member] | Capital Market Solutions, LLC [Member] | ||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 33,218,160 | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 166,832 | |||||||||||||||||||||||||||||
Consulting contract [Member] | ||||||||||||||||||||||||||||||
Shares issued for service renderred, shares | 30,000,000 | |||||||||||||||||||||||||||||
Price per share | $ .20 | $ .20 | ||||||||||||||||||||||||||||
Consulting contract [Member] | Capital Market Solutions, LLC [Member] | ||||||||||||||||||||||||||||||
Shares issued for service renderred, shares | 30,000,000 | |||||||||||||||||||||||||||||
Shares issued for service renderred, amount | $ 1,797,000 | |||||||||||||||||||||||||||||
During February-March 2019 [Member] | ||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 8,622,087 | |||||||||||||||||||||||||||||
Warrant exercise price | $ 0.20 | $ 0.20 | ||||||||||||||||||||||||||||
Warrants to purchase upon common stock | 3,182,834 | |||||||||||||||||||||||||||||
Warrant contractual term | 2 years | |||||||||||||||||||||||||||||
Warrants expense | $ 148,199 | |||||||||||||||||||||||||||||
May 2020 [Member] | ||||||||||||||||||||||||||||||
Restricted common shares issued | 5,000,000 | |||||||||||||||||||||||||||||
Restricted common shares, amount | $ 14,500 | |||||||||||||||||||||||||||||
November- December 2019 [Member] | ||||||||||||||||||||||||||||||
Debt conversion, description | an accredited Noteholder converted a $60,869 portion of an outstanding Note into 4,753,476 common shares, with the conversion price based on specific terms in the Note; accredited Noteholders converted $40,000 notes into 3,067,915 common shares, with the conversion prices based on specific terms of the Notes, and an accredited Noteholder converted $19,386 portion of an outstanding Note into 3,877,237 common shares. | |||||||||||||||||||||||||||||
March 2019 [Member] | ||||||||||||||||||||||||||||||
Warrants description | we issued three-year stock purchase warrants to five accredited investors to purchase an aggregate of 1,750,000 common shares exercisable at $.20 per share (which warrants were valued under the Black-Sholes model at $59,121 and recorded as a debt discount). The Notes are for a five-year term, bear interest at 6% per annum, and are convertible into common shares at the lower of $.20 per share or the Volume Weighted Average Price (VWAP) per share for the ten days prior to conversion | |||||||||||||||||||||||||||||
May 2019 [Member] | ||||||||||||||||||||||||||||||
Restricted common stock shares issued | 245,098 | |||||||||||||||||||||||||||||
Restricted common stock shares issued, amount | $ 12,500 | |||||||||||||||||||||||||||||
August 2019 [Member] | ||||||||||||||||||||||||||||||
Restricted common stock shares issued | 490,196 | |||||||||||||||||||||||||||||
Restricted common stock shares issued, amount | $ 12,500 | |||||||||||||||||||||||||||||
November 2019 [Member] | ||||||||||||||||||||||||||||||
Restricted common stock shares issued | 781,250 | |||||||||||||||||||||||||||||
Restricted common stock shares issued, amount | $ 12,500 | |||||||||||||||||||||||||||||
During April-May 2019 [Member] | Two Noteholders [Member] | ||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 6,985,851 | 3,284,284 | ||||||||||||||||||||||||||||
Shares issued for service renderred, shares | 5,000,000 | |||||||||||||||||||||||||||||
Shares issued for service renderred, amount | $ 16,855 | $ 222,000 | ||||||||||||||||||||||||||||
Convertible notes | $ 51,500 | $ 51,500 | ||||||||||||||||||||||||||||
During February-March 2019 [Member] | Convertible Notes [Member] | Two year warrants [Member] | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.20 | $ 0.20 | ||||||||||||||||||||||||||||
Convertible notes | $ 742,391 | $ 742,391 | ||||||||||||||||||||||||||||
During February-April 2019 [Member] | Advisory Service [Member] | ||||||||||||||||||||||||||||||
Shares issued for service renderred, shares | 300,000 | |||||||||||||||||||||||||||||
Shares issued for service renderred, amount | $ 26,730 | |||||||||||||||||||||||||||||
June-September 2020 [Member] | John Bode [Member] | ||||||||||||||||||||||||||||||
Restricted shares issued, amount | $ 12,500 | |||||||||||||||||||||||||||||
Restricted shares issued for service renderred, shares | 675,676 | |||||||||||||||||||||||||||||
April September 2020 [Member] | Gregory Nagel [Member] | ||||||||||||||||||||||||||||||
Restricted shares issued, amount | $ 25,000 | |||||||||||||||||||||||||||||
Restricted shares issued for service renderred, shares | 4,791,667 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2021 | Mar. 31, 2020 | May 31, 2019 | Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | |
Debt conversion description | Two affiliate shareholders converted their entire balances (including accrued interest) of certain outstanding Notes totaling $365,130.88 into restricted common shares of the Company based on the conversion price of $.05 per share, including $254,226.77 converted into 5,084,535 shares by director Michael Brown, and $110,904.11 converted into 2,218,082 shares by affiliate CMS (controlled by director William Gerhauser). | three Noteholders converted a total of $190,000 of outstanding Notes into an aggregate of 29,370,454 shares, which Note amounts were purchased by them in December 2019 from Capital Market Solutions LLC (CMS), an affiliate of the Company, in private transactions; | |||||
Convertible notes | $ 632,832 | $ 228,692 | |||||
Long term convertible notes | 199,349 | 700,845 | |||||
Shares issued for service renderred, amount | 102,000 | 2,114,900 | |||||
Derivative liability, notes and warrants | 4,251,179 | 4,156,621 | |||||
Loss on extinguishment of debt | 40,482 | $ 209,989 | |||||
William Gerhauser [Member] | |||||||
Convertible notes | $ 500,000 | ||||||
Price per share | $ 0.05 | ||||||
Restricted common shares issued | 10,000,000 | ||||||
Michael Brown [Member] | |||||||
Convertible notes | $ 250,000 | ||||||
Restricted common shares issued | 5,000,000 | ||||||
Debt instrument price per share | $ 0.05 | ||||||
Consulting contract [Member] | |||||||
Shares issued for service renderred, shares | 30,000,000 | ||||||
CMS [Member] | |||||||
Convertible notes | $ 76,111 | ||||||
CMS [Member] | Long-Term Convertible Note [Member] | |||||||
Debt conversion description | Convertible into our common stock at the lesser of $.20 per share or the Volume Weighted Average Price (VWAP) per share during the 10-day period prior to conversion | ||||||
Derivative liability, notes and warrants | $ 463,174 | ||||||
Rate of interest, loan | 6.00% | ||||||
Proceeds from convertible debt | $ 250,000 | ||||||
Loss on extinguishment of debt | $ 189,847 | ||||||
CMS [Member] | Consulting contract [Member] | Restricted Stock [Member] | |||||||
Consideration for services, periodic payment | $ 50,000 | ||||||
Shares issued for service renderred, shares | 30,000,000 | ||||||
Issuance of warrants to purchase additional stock | 30,000,000 | ||||||
Long term convertible notes | 250,000 | ||||||
Frequency of compensation | Monthly | ||||||
Shares issued for service renderred, amount | $ 1,797,000 | ||||||
Term of warrants | 5 years | ||||||
Price per share | $ 0.20 | ||||||
MGA Holding [Member] | |||||||
Convertible notes | 82,500 | ||||||
Gregory Nagel [Member] | Consulting contract [Member] | Restricted Stock [Member] | |||||||
Consideration for services, periodic payment | $ 12,500 | ||||||
Shares issued for service renderred, shares | 5,191,028 | ||||||
Ignition Capital, LLC [Member] | |||||||
Convertible notes | $ 148,778 | $ 80,162 | |||||
Jhon Bode [Member] | Consulting contract [Member] | Restricted Stock [Member] | |||||||
Consideration for services, periodic payment | $ 12,500 | ||||||
Shares issued for service renderred, shares | 6,783,631 |
ACQUISITION TO ENGAGE IN MEDI_2
ACQUISITION TO ENGAGE IN MEDICAL SURGI-CENTER BUSINESS (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
Capital Market Solutions, LLC [Member] | |
Acquired interest | 100.00% |
COMMITMENTS AND CONTIGENCIES (D
COMMITMENTS AND CONTIGENCIES (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Allowances for doubtful accounts | $ 905,500 | $ 857,242 |
Notes receivable reserve | 905,500 | $ 857,242 |
Continuity logic [Member] | ||
Allowances for doubtful accounts | 455,215 | |
Notes receivable reserve | $ 905,500 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES | ||
Income tax at federal Statutory rate | 21.00% | 21.00% |
Effects of permanent differences | (4.60%) | (3.40%) |
Effect of temporary differences | 4.60% | 3.50% |
Effect of state taxes (net of federal taxes) | 0.00% | 0.00% |
Change in valuation allowance | (2.11%) | (2.11%) |
Total | 0.00% | 0.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONSULTING CONTRACT WITH AFFILIATE CMS (Details Narrative) | ||
Net operating loss carryforwards | $ 22,869,765 | $ 19,591,225 |
Description of operating loss carryforward expiry year | The Federal carryforward for the Net Operating Loss (NOL) for 2010-2017 expires in 2038, while the Federal carryforward NOL for 2018, 2019 and 2020 has no expiration date, and the state carryforward expires in 2023. | |
Notes receivable reserve | $ 905,500 | 857,242 |
Ownership change in subsidiary | 50.00% | |
Cumulative estimated net tax operating loss | $ 22,869,765 | $ 19,591,225 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of shares | ||
Number of shares outstanding, Beginning Balance | $ 70,363,049 | $ 17,741,569 |
Granted | 5,000,000 | 54,302,767 |
Forfeited or cancelled | (5,185,749) | (1,681,287) |
Number of shares outstanding, Ending Balance | 70,177,300 | 70,363,049 |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Beginning Balance | $ 0.13 | $ 0.22 |
Weighted Average Exercise Price, Granted | 0.10 | 0.14 |
Weighted Average Exercise Price, Forfeited or cancelled | 0.24 | 0.27 |
Weighted Average Exercise Price, Ending Balance | $ 0.153 | $ 0.13 |
Weighted Average (Remaining Term) | ||
Weighted Average (Remaining Term), Beginning Balance | 1 month 17 days | 2 months 19 days |
Weighted Average (Remaining Term), Ending Balance | 2 months 19 days | 1 month 17 days |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Beginning Balance | $ 0.14 | $ 0.23 |
Aggregate Intrinsic Value, Ending Balance | $ 0.162 | $ 0.14 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Minimum [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Three customers [Member] | ||
Revenue percentage | 10.00% | |
Two customers [Member] | ||
Revenue percentage | 10.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Mar. 31, 2021 | Feb. 28, 2021 | Apr. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Apr. 06, 2021 | Aug. 31, 2019 | |
Convertible notes | $ 228,692 | $ 632,832 | |||||||||||||
Conversion price per share | $ 0.05 | ||||||||||||||
MGA Holding [Member] | |||||||||||||||
Convertible notes | $ 82,500 | ||||||||||||||
Ignition Capital, LLC [Member] | |||||||||||||||
Convertible notes | 148,778 | $ 80,162 | |||||||||||||
Debt conversion, converted instrument, amount | $ 9,500 | $ 20,000 | $ 19,000 | ||||||||||||
Debt conversion, converted instrument, shares issued | 3,653,846 | 7,692,307 | 2,533,333 | ||||||||||||
Three Noteholders [Member] | |||||||||||||||
Convertible notes | $ 176,000 | ||||||||||||||
Debt conversion, converted instrument, amount | $ 5,048 | $ 9,617 | $ 33,452 | $ 129,000 | $ 190,000 | ||||||||||
Debt conversion, converted instrument, shares issued | 4,589,091 | 2,676,771 | 4,401,591 | 1,760,000 | 14,929,577 | 29,370,454 | |||||||||
Subsequent Event [Member] | MGA Holding [Member] | |||||||||||||||
Convertible notes | $ 98,450 | $ 98,450 | |||||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | |||||||||||||
Subsequent Event [Member] | Ignition Capital, LLC [Member] | |||||||||||||||
Convertible notes | $ 165,292 | $ 165,292 | |||||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | |||||||||||||
Subsequent Event [Member] | Garry Lowenthal [Member] | |||||||||||||||
Conversion price per share | $ 0.05 | $ 0.05 | |||||||||||||
Debt conversion, converted instrument, amount | $ 187,877 | ||||||||||||||
Debt conversion, converted instrument, shares issued | 3,757,537 | ||||||||||||||
Subsequent Event [Member] | Three Noteholders [Member] | |||||||||||||||
Convertible notes | $ 254,227 | $ 254,227 | |||||||||||||
Conversion price per share | $ 0.05 | $ 0.05 | |||||||||||||
Debt conversion, converted instrument, amount | $ 1,501,777 | ||||||||||||||
Debt conversion, converted instrument, shares issued | 47,580,214 | ||||||||||||||
Subsequent Event [Member] | Capital Market Solutions, LLC [Member] | |||||||||||||||
Convertible notes | $ 110,904 | $ 110,904 | |||||||||||||
Conversion price per share | $ 0.05 | $ 0.05 | |||||||||||||
VIP Solutions LLC [Member] | Subsequent Event [Member] | |||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||
Joshua Carmona [Member] | Subsequent Event [Member] | |||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||
Score Inc. [Member] | Subsequent Event [Member] | |||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||
Greg Nagal [Member] | Subsequent Event [Member] | |||||||||||||||
Restricted shares issued | 515,145 | ||||||||||||||
Michael Brown [Member] | |||||||||||||||
Convertible notes | $ 250,000 | ||||||||||||||
Restricted shares issued | 5,000,000 | ||||||||||||||
Michael Brown [Member] | Subsequent Event [Member] | |||||||||||||||
Restricted shares issued | 515,145 | ||||||||||||||
William Gerhauser [Member] | |||||||||||||||
Convertible notes | $ 500,000 | ||||||||||||||
Restricted shares issued | 10,000,000 | ||||||||||||||
William Gerhauser [Member] | Subsequent Event [Member] | |||||||||||||||
Restricted shares issued | 515,145 | ||||||||||||||
John B. Bode [Member] | Subsequent Event [Member] | Independent Director Agreement [Member] | |||||||||||||||
Restricted shares issued | 459,559 |