Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 12, 2020 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-167667 | |
Entity Registrant Name | TWO HANDS Corp | |
Entity Central Index Key | 0001494413 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 33 Davies Avenue | |
Entity Address, Address Line Two | Level 2 Toronto | |
Entity Address, City or Town | Ontario | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | M4M 2A9 | |
Local Phone Number | (416) 357-0399 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 177,337,121 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 7,889 | $ 293 |
Taxes receivable | 11,234 | 9,250 |
Prepaid expense | 1,030,493 | 1,759,481 |
Total current assets | 1,049,616 | 1,769,024 |
Property and equipment, net | 4,120 | 2,697 |
Total assets | 1,053,736 | 1,771,721 |
Current liabilities | ||
Accounts payable and accrued liabilities | 56,732 | 65,888 |
Non-redeemable convertible notes, net | 70,585 | 66,078 |
Due to related party | 54,978 | 17,840 |
Notes payable | 81,572 | 48,461 |
Convertible note, net | 6,555 | 19,752 |
Derivative liabilities | 240,103 | 452,549 |
Total current liabilities | 510,525 | 670,568 |
Long-term liabilities | ||
Promissory note | 81,983 | 78,170 |
Promissory notes - related party | 185,842 | 177,197 |
Non-redeemable convertible notes, net | 727,719 | 661,885 |
Total long-term liabilities | 995,544 | 917,252 |
Total liabilities | 1,506,069 | 1,587,820 |
Commitments and Contingencies | ||
Temporary equity | ||
Series A convertible preferred stock; $0.01 par value; 200,000 shares authorized, 30,000 shares issued and outstanding, respectively, Series B convertible preferred stock; $0.01 par value; 100,000 shares authorized, 4,000 shares issued and outstanding, respectively | 1,553,000 | 1,553,000 |
Total temporary equity | 1,553,000 | 1,553,000 |
Stockholder's deficit | ||
Preferred stock; $0.001 par value; 1,000,000 shares authorized, 0 issued and outstanding | ||
Common stock; $0.0001par value; 3,000,000,000 shares authorized,90,098,315 and 6,267,340 shares issued and outstanding, respectively | 9,010 | 627 |
Additional paid-in capital | 40,179,020 | 36,857,580 |
Accumulated deficit | (42,193,363) | (38,227,306) |
Total stockholders' deficit | (2,005,333) | (1,369,099) |
Total liabilities and stockholders' deficit | 1,053,736 | 1,771,721 |
Series A Convertible Preferred Stock [Member] | ||
Temporary equity | ||
Series A convertible preferred stock; $0.01 par value; 200,000 shares authorized, 30,000 shares issued and outstanding, respectively, Series B convertible preferred stock; $0.01 par value; 100,000 shares authorized, 4,000 shares issued and outstanding, respectively | 33,000 | 33,000 |
Total temporary equity | 33,000 | 33,000 |
Stockholder's deficit | ||
Total liabilities and stockholders' deficit | 33,000 | 33,000 |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity | ||
Series A convertible preferred stock; $0.01 par value; 200,000 shares authorized, 30,000 shares issued and outstanding, respectively, Series B convertible preferred stock; $0.01 par value; 100,000 shares authorized, 4,000 shares issued and outstanding, respectively | 1,520,000 | 1,520,000 |
Total temporary equity | 1,520,000 | 1,520,000 |
Stockholder's deficit | ||
Total liabilities and stockholders' deficit | $ 1,520,000 | $ 1,520,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Temporary equity, par value per share | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 300,000 | 300,000 |
Temporary equity, shares issued | 34,000 | 34,000 |
Temporary equity, shares outstanding | 34,000 | 34,000 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 90,098,315 | 6,267,340 |
Common stock, shares outstanding | 90,098,315 | 6,267,340 |
Series A Convertible Preferred Stock [Member] | ||
Temporary equity, par value per share | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 200,000 | 200,000 |
Temporary equity, shares issued | 30,000 | 30,000 |
Temporary equity, shares outstanding | 30,000 | 30,000 |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity, par value per share | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 100,000 | 100,000 |
Temporary equity, shares issued | 4,000 | 4,000 |
Temporary equity, shares outstanding | 4,000 | 4,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Sales | $ 7,993 | $ 7,993 | ||
Cost of goods | 6,037 | 6,037 | ||
Gross profit | 1,956 | 1,956 | ||
Operating expenses | ||||
General and administrative | 1,195,530 | 621,789 | 3,062,533 | 1,213,619 |
Total operating expenses | 1,195,530 | 621,789 | 3,062,533 | 1,213,619 |
Loss from operations | (1,193,574) | (621,789) | (3,060,577) | (1,213,619) |
Other income (expense) | ||||
Amortization of debt discount and interest expense | 47,763 | 36,782 | 78,373 | 66,587 |
Loss on settlement of debt | (369,693) | (259,480) | (1,009,383) | (996,580) |
Initial derivative expense | 43,847 | 144,401 | 274,717 | |
Change in fair value of derivative liabilities | 141,110 | (99,818) | 326,677 | (105,338) |
Total other income (expense) | (320,193) | (396,080) | (905,480) | (1,443,222) |
Net loss | $ (1,513,767) | $ (1,017,869) | $ (3,966,057) | $ (2,656,841) |
Net loss per common share - basic and diluted | $ (0.02) | $ (6.03) | $ (0.09) | $ (16.38) |
Weighted average number of common shares outstanding - basic and diluted | 68,356,633 | 168,765 | 42,042,063 | 162,218 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement Of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, shares at Dec. 31, 2018 | 152,199 | |||
Balance, value at Dec. 31, 2018 | $ 16 | $ 31,895,258 | $ (32,550,870) | $ (310,422) |
Stock issued for consulting, shares | 200 | |||
Stock issued for consulting, value | 15,000 | 7,000 | ||
Stock issued for officer and director compensation, shares | 30,000 | |||
Stock issued for officer and director compensation, value | $ 3 | 902,997 | 565,826 | |
Common stock issued for conversion of notes, shares | 14,200 | |||
Common stock issued for conversion of notes, value | $ 1 | 997,999 | 998,000 | |
Stock issued for cash, shares | 410 | |||
Stock issued for cash, value | 20,500 | 20,500 | ||
Net loss | (2,656,841) | (2,656,841) | ||
Balance, shares at Jun. 30, 2019 | 197,009 | |||
Balance, value at Jun. 30, 2019 | $ 20 | 33,831,754 | (35,207,711) | (1,375,937) |
Balance, shares at Mar. 31, 2019 | 161,199 | |||
Balance, value at Mar. 31, 2019 | $ 16 | 32,633,258 | (34,189,842) | (926,022) |
Stock issued for consulting, shares | 200 | |||
Stock issued for consulting, value | 15,000 | 7,000 | ||
Stock issued for officer and director compensation, shares | 30,000 | |||
Stock issued for officer and director compensation, value | $ 3 | 902,997 | 280,454 | |
Common stock issued for conversion of notes, shares | 5,200 | |||
Common stock issued for conversion of notes, value | $ 1 | 259,999 | 260,000 | |
Stock issued for cash, shares | 410 | |||
Stock issued for cash, value | 20,500 | 20,500 | ||
Net loss | (1,017,869) | (1,017,869) | ||
Balance, shares at Jun. 30, 2019 | 197,009 | |||
Balance, value at Jun. 30, 2019 | $ 20 | 33,831,754 | (35,207,711) | $ (1,375,937) |
Balance, shares at Dec. 31, 2019 | 6,267,340 | 6,267,340 | ||
Balance, value at Dec. 31, 2019 | $ 627 | 36,857,580 | (38,227,306) | $ (1,369,099) |
Stock issued for conversion of non-redeemable convertible notes, shares | 22,524,864 | |||
Stock issued for conversion of non-redeemable convertible notes, value | $ 2,252 | 890,986 | 893,238 | |
Stock issued for conversion of convertible notes, shares | 2,695,000 | |||
Stock issued for conversion of convertible notes, value | $ 270 | 208,015 | 208,285 | |
Stock issued for warrant liability settlement, shares | 2,000,000 | |||
Stock issued for warrant liability settlement, value | $ 200 | 111,600 | 111,800 | |
Stock issued for prepaid, shares | 11,111,111 | |||
Stock issued for prepaid, value | $ 1,111 | 198,889 | 200,000 | |
Stock issued for consulting, shares | 19,500,000 | |||
Stock issued for consulting, value | $ 1,950 | 577,750 | 579,700 | |
Stock issued for officer and director compensation, shares | 26,000,000 | |||
Stock issued for officer and director compensation, value | $ 2,600 | 1,334,200 | 1,336,800 | |
Net loss | (3,966,057) | $ (3,966,057) | ||
Balance, shares at Jun. 30, 2020 | 90,098,315 | 90,098,315 | ||
Balance, value at Jun. 30, 2020 | $ 9,010 | 40,179,020 | (42,193,363) | $ (2,005,333) |
Balance, shares at Mar. 31, 2020 | 35,782,340 | |||
Balance, value at Mar. 31, 2020 | $ 3,579 | 38,927,637 | (40,679,596) | (1,748,380) |
Stock issued for conversion of non-redeemable convertible notes, shares | 16,204,864 | |||
Stock issued for conversion of non-redeemable convertible notes, value | $ 1,620 | 299,394 | 301,014 | |
Stock issued for warrant liability settlement, shares | 2,000,000 | |||
Stock issued for warrant liability settlement, value | $ 200 | 111,600 | 111,800 | |
Stock issued for prepaid, shares | 11,111,111 | |||
Stock issued for prepaid, value | $ 1,111 | 198,889 | 200,000 | |
Stock issued for consulting, shares | 17,000,000 | |||
Stock issued for consulting, value | $ 1,700 | 465,500 | 467,200 | |
Stock issued for officer and director compensation, shares | 8,000,000 | |||
Stock issued for officer and director compensation, value | $ 800 | 176,000 | 176,800 | |
Net loss | (1,513,767) | $ (1,513,767) | ||
Balance, shares at Jun. 30, 2020 | 90,098,315 | 90,098,315 | ||
Balance, value at Jun. 30, 2020 | $ 9,010 | $ 40,179,020 | $ (42,193,363) | $ (2,005,333) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (3,966,057) | $ (2,656,841) |
Adjustments to reconcile net loss to cash used in operating activities | ||
Depreciation and amortization | 806 | 640 |
Amortization of prepaid expense | 931,688 | |
Stock-based compensation | 1,916,500 | 572,826 |
Amortization of debt discount and interest expense | 78,373 | 66,588 |
Loss on settlement of debt | (1,009,383) | (996,580) |
Initial derivative expense | 144,401 | 274,717 |
Change in fair value of derivative liabilities | 326,677 | (105,338) |
Change in operating assets and liabilities | ||
Taxes receivable | 1,984 | 5,920 |
Prepaid expense | 2,700 | (304,142) |
Accounts payable and accrued liabilities | (9,158) | 101,034 |
Net cash used in operating activities | (225,425) | (240,896) |
Cash flows from investing activities | ||
Purchase of property and equipment | 2,229 | 1,616 |
Net cash used in investing activities | (2,229) | (1,616) |
Cash flow from financing activities | ||
Advance by related party | 60,954 | 77,226 |
Repayment of advances to related party | 23,815 | 20,338 |
Proceeds from notes payable | 122,281 | 94,302 |
Repayments of notes payable | 89,170 | 72,065 |
Proceeds from convertible note | 165,000 | 175,000 |
Proceeds from issuance of common stock | 20,500 | |
Net cash provided by financing activities | 235,250 | 274,625 |
Net change in cash | 7,596 | 32,113 |
Cash, cash equivalents, and restricted cash beginning of the period | 293 | 2,729 |
Cash, cash equivalents, and restricted cash end of the period | 7,889 | 34,842 |
Cash paid during the year: Interest paid | ||
Cash paid during the year: Income taxes paid | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Issue of non-redeemable convertible notes to settle notes payable | 127,853 | |
Issue of shares to settle non-redeemable convertible notes | 893,238 | 998,000 |
Issue of shares to settle shares to be issued | 911,000 | |
Issue of shares to settle convertible note | 208,285 | |
Issue of shares for prepaids | 200,000 | |
Initial debt discount from derivative | 165,000 | |
Stock issued for warrant liability | $ 111,800 |
Nature Of Operations And Basis
Nature Of Operations And Basis Of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Nature Of Operations And Basis Of Presentation | |
Nature of Operations and Basis of Presentation | NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION Two Hands Corporation (formerly Innovative Product Opportunities Inc.) (the "Company") was incorporated on April 3, 2009 in the State of Delaware and established a fiscal year end of December 31. Our business is a research and product development firm. Over the past few years we have specialized in computer vision and gesture recognition technologies. We have leveraged our relationship with our product development team of programmers and designers to implement our vision for building a state of the art co-parenting application. The Two Hands Application launched on July 25, 2018. In February 2019, we launched, a phone application called “Two Hands Gone” which is available on the Apple App Store and Google Play and allows users to send encrypted messages directly from their phone, combining military-grade security, confidentiality and privacy. We currently offer the application for free and have over 300 registered users. We are exploring way to monetize it. The Company is also in the business of assisting clients in developing brand strategies. The Company executes and/or oversees the research, planning, pricing, creative development, tracking and deployment of all digital advertising projects needed to promote client products and services. The GoCart online grocery delivery application was released in early June 2020. The operations of the business are carried on by a 100% owned subsidiary, I8 Interactive Corporation, a company incorporated under the laws of Canada. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements of Two Hands Corporation have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2019 of Two Hands Corporation in our Form 10-K filed on March 27, 2020. The interim financial statements present the balance sheets, statements of operations, stockholders’ deficit and cash flows of Two Hands Corporation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of June 30, 2020 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. COVID-19 The recent outbreak of the coronavirus COVID-19 has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures have had and will continue to have a material adverse impact on global economic conditions as well as on the Company's business activities. The extent to which COVID-19 may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the Canada, United States and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. No adjustments have been made to the amounts reported in these condensed consolidated financial statements as a result of this matter. GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the six months ended June 30, 2020, the Company incurred a net loss of $3,966,057 and used cash in operating activities of $225,425, and at June 30, 2020, had stockholders’ deficit of $2,005,333. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The Company will be dependent upon the raising of additional capital through placement of its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation. The Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the financing markets. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. We are currently funding our operations by way of cash advances from our Chief Executive Officer, note holders, shareholders and others; however, we do not have any oral or written agreements with them or others to loan or advance funds to us. There can be no assurances that we will be able to receive loans or advances from them or other persons in the future. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, I8 Interactive Corporation. All intercompany transactions and balances have been eliminated in consolidation. USE OF ESTIMATES AND ASSUMPTIONS Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. PROPERTY AND EQUIPMENT Property and equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives of the assets, which are as follows: Computer equipment 50% declining balance over a three year useful life In the year of acquisition, one half the normal rate of depreciation is provided. REVENUE RECOGNITION In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. RESEARCH AND DEVELOPMENT COSTS We incurred research and development costs primarily to the development of Two Hands gone application. Research and development costs are comprised primarily of contract labor and services. Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 Intangibles—Goodwill and Other DEBT DISCOUNT AND DEBT ISSUANCE COSTS Debt discounts and debt issuance costs incurred in connection with the issuance of convertible notes are capitalized and amortized to interest expense based on the related debt agreements using the effective interest rate method. Unamortized discounts are netted against convertible notes. DERIVATIVE LIABILITY In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company records the resulting discount on debt related to the conversion features at initial transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The Company follows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. The Company utilizes the binomial option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted. INCOME TAXES The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. NET LOSS PER SHARE Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. At June 30, 2020 and 2019, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, convertible notes, stock payable and warrants of 8,413,211,233 shares and 7,137,647,280 shares, respectively, as their effect would have been anti-dilutive. At June 30, 2020, common stock equivalents exceed authorized shares of common stock of the Company. FOREIGN CURRENCY TRANSLATION The financial statements are presented in the Company’s functional currency which is the United States dollars. In accordance with FASB ASC 830, Foreign Currency Matters, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders' deficit, whereas gains or losses resulting from foreign currency transactions are included in results of operations. STOCK-BASED COMPENSATION The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered. FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item. The Company’s financial instruments such as cash, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short-term nature of these financial instruments. Derivative liabilities are measured at fair value on a recurring basis using Level 3 inputs. The following table presents assets and liabilities that are measured and recognized at fair value as of June 30, 2020 on a recurring basis: Level 1 Level 2 Level 3 Description $ $ $ Derivative liabilities — — 240,103 RECENT ACCOUNTING PRONOUNCEMENTS 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. |
Non-redeemable Convertible Note
Non-redeemable Convertible Notes | 6 Months Ended |
Jun. 30, 2020 | |
Non-redeemable Convertible Notes | |
Non-redeemable Convertible Notes | NOTE 3 – NON-REDEEMABLE CONVERTIBLE NOTES On June 10, 2014, the Company agreed to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable issued to The Cellular Connection Ltd. during the period from February 22, 2013 to June 10, 2014 with a total carrying value $42,189. The issue price of the Note is $42,189 with a face value of $54,193 and the Note has an original maturity date of December 31, 2014 which is subject to automatic renewal. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2015. The outstanding face value of the Note shall increase by another 20% on January 1, 2016 and again on each one-year anniversary of the Note until the Note has been paid in full. During the six months ended June 30, 2020, the Company elected to convert $2,252 of principal and interest into 22,524,864 shares of common stock of the Company at a fixed conversion price of $0.0001 per share. These conversions resulted in a loss on debt settlement of $890,986 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $376 and $1,179 for the six months ended June 30, 2020 and 2019, respectively and $282 and $593 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $0 and $1,878 (face value of $1,878 less $0 unamortized discount), respectively. On September 1, 2016, Doug Clark, former Chief Executive Officer and related party, assigned the Side Letter Agreement (“Note”) dated June 10, 2014 with a total carrying value $382,016 to DC Design Inc. (“DC Design”). On September 1, 2016, the Company entered into an amended Side Letter Agreement with DC Design to amend and add certain terms to the Side Letter Agreement and advances from the period from June 25, 2014 to December 24, 2014. Under the terms of the amended Side Letter Agreement, the issue price of the Note is $174,252 with an interest rate 20% per annum and an original maturity date of December 31, 2017 which is subject to automatic renewal. In addition, on September 30, 2019, the Company and DC Design entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.003 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one-year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $2,736 and $2,274 for the six months ended June 30, 2020 and 2019, respectively and $1,368 and $1,143 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $30,244 (face value of $33,010 less $2,766 unamortized discount) and $27,508 (face value of $27,508 less $0 unamortized discount), respectively. On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd., to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $14,930 issued by the Company during the period of June 2014 and December 2017. The issue price of the Note is $14,930 with a face value of $17,916 and the Note has an original maturity date of December 31, 2018 which is subject to automatic renewal. On September 30, 2019, the Company and The Cellular Connection Ltd. entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one-year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $2,138 and $1,777 for the six months ended June 30, 2020 and 2019, respectively and $1,081 and $903 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $23,637 (face value of $25,799 less $2,162 unamortized discount) and $21,499 (face value of $21,499 less $0 unamortized discount), respectively. On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $244,065 issued by the Company during the period of July 2014 and December 2017. The issue price of the Note is $244,065 with a face value of $292,878 and the Note has an original maturity date of December 31, 2018 which is subject to automatic renewal. On September 30, 2019, the Company and Stuart Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $34,953 and $29,047 for the six months ended June 30, 2020 and 2019, respectively and $17,477 and $14,604 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $386,407 (face value of $421,744 less $35,337 unamortized discount) and $351,454 (face value of $351,454 less $0 unamortized discount), respectively. On April 12, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $45,000 issued by the Company during the period of March 19, 2018 to April 12, 2018. The issue price of the Note is $45,000 with a face value of $54,000 and the Note has an original maturity date of December 31, 2018 which is subject to automatic renewal. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $6,385 and $5,356 for the six months ended June 30, 2020 and 2019, respectively and $3,192 and $2,693 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $70,585 (face value of $77,040 less $6,455 unamortized discount) and $64,200 (face value of $64,200 less $0 unamortized discount), respectively . On May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35,000 issued by the Company on May 9, 2018. The issue price of the Note is $35,000 with a face value of $42,000 and the Note has an original maturity date of December 31, 2018 which is subject to automatic renewal. On September 30, 2019, the Company and Jordan Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $5,012 and $4,165 for the six months ended June 30, 2020 and 2019, respectively and $2,506 and $2,094 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $55,412 (face value of $60,480 less $5,068 unamortized discount) and $50,400 (face value of $50,400 less $0 unamortized discount), respectively. On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 to September 13, 2018. The issue price of the Note is $40,000 with a face value of $48,000 and the Note has an original maturity date of December 31, 2018 which is subject to automatic renewal. On September 30, 2019, the Company and Jordan Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $5,728 and $4,761 for the six months ended June 30, 2020 and 2019, respectively and $2,864 and $2,393 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $63,329 (face value of $69,120 less $5,791 unamortized discount) and $57,600 (face value of $57,600 less $0 unamortized discount), respectively. On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $106,968 issued by the Company during the period of January 3, 2018 to December 28, 2018. The issue price of the Note is $106,968 with a face value of $128,362 and the Note has an original maturity date of December 31, 2019 which is subject to automatic renewal. On September 30, 2019, the Company and Stuart Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $12,766 and $9,608 for the six months ended June 30, 2020 and 2019, respectively and $6,383 and $5,829 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $141,128 (face value of $154,034 less $12,906 unamortized discount) and $128,362 (face value of $128,362 less $0 unamortized discount), respectively. On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd. to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $20,885 issued by the Company during the period of January 23, 2018 to October 16, 2018. The issue price of the Note is $20,885 with a face value of $25,062 and the Note has an original maturity date of December 31, 2019 which is subject to automatic renewal. On September 30, 2019, the Company and The Cellular Connection Ltd. entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $2,499 and $1,882 for the six months ended June 30, 2020 and 2019, respectively and $1,250 and $1,141 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $27,562 (face value of $30,075 less $2,513 unamortized discount) and $25,062 (face value of $25,062 less $0 unamortized discount), respectively . |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2020 | |
Notes Payable | |
Notes Payable | NOTE 4 – NOTES PAYABLE As of June 30, 2020 and December 31, 2019, notes payable due to Stuart Turk, Jordan Turk and The Cellular Connection Limited, a corporation controlled by Stuart Turk, totaling $81,572 and $48,461, respectively, were outstanding. The balances are non-interest bearing, unsecured and have no specified terms of repayment. During the six months ended June 30, 2020, notes payable were issued for $108,702 expenses paid on behalf of the Company and $13,579 cash advanced to the Company and notes payable were repaid by the Company with $89,170 of cash. |
Promissory Notes
Promissory Notes | 6 Months Ended |
Jun. 30, 2020 | |
Promissory Notes | |
Promissory Notes | NOTE 5 – PROMISSORY NOTES Promissory Note As of June 30, 2020 and December 31, 2019, a promissory note of $81,983 (principal $76,263 and interest of $5,720) and $78,170 (principal $76,263 and interest of $1,907), respectively, was outstanding. The promissory note bears interest of 10% per annum, is unsecured and matures on December 31, 2021. Promissory Notes – Related Party As of June 30, 2020 and December 31, 2019, promissory notes – related party of $185,842 (principal $172,876 and interest of $12,966) and $177,197 (principal $172,876 and interest of $4,321), respectively, were outstanding. The promissory notes – related party bear interest of 10% per annum, are unsecured, mature on December 31, 2021 and are due to Nadav Elituv, the Company's Chief Executive Officer. |
Convertible Note
Convertible Note | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Note | NOTE 6 – CONVERTIBLE NOTE Firstfire Global Opportunities Fund, LLC On March 1, 2019, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC, (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $200,000 less an original issue discount of $20,000 and transaction costs of $5,000 bearing a 7% annual interest rate and maturing September 1, 2020 for $175,000 in cash. The Note and accrued interest, at the option of the Holder, is convertible into common shares of the Company at $0.10 per share. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at the lessor of (i) $0.10 per share or (ii) a variable conversion price calculated at 65% of the market price defined as the lowest trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 115% of the original principal amount plus interest, between 90 days and 120 days at 120% of the original principal amount plus interest and between 120 days and 180 days at 130% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. During the six months ended June 30, 2020, the Holder converted 2,695,000 shares of common stock of the Company with a fair value of $208,285 to settle principal and interest of $106,232 ($94,232 of principal and $12,000). The conversions resulted in the settlement of derivative liabilities of $153,668 and a loss on settlement of debt of $48,097. At June 30, 2020 and December 31, 2019, the Note was recorded at amortized cost of $0 and $19,752 (comprised of principal of $94,232 plus accrued interest of $10,284 less debt discount of $84,764), respectively. The Note was fully repaid on March 12, 2020. Power Up Lending Group Ltd. On February 3, 2020 the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $103,000 less transaction costs of $3,000 bearing a 8% annual interest rate and maturing July 31, 2021 for $100,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. At June 30, 2020 and December 31, 2019, the Note was recorded at amortized cost of $5,185 (comprised of principal of $103,000 plus accrued interest of $3,341 less debt discount of $101,156) and $0, respectively. On April 14, 2020 the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $68,000 less transaction costs of $3,000 bearing a 8% annual interest rate and maturing October 14, 2021 for $65,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. At June 30, 2020 and December 31, 2019, the Note was recorded at amortized cost of $1,370 (comprised of principal of $68,000 plus accrued interest of $1,148 less debt discount of $67,778) and $0, respectively |
Convertible Promissory Note Der
Convertible Promissory Note Derivative Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Notes to Financial Statements | |
Convertible Promissory Note Derivative Liabilities | NOTE 7 - CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITIES The Senior Convertible Notes with Power Up Lending Group Ltd. with an issue dates of February 3, 2020 and April 14, 2020, respectively, are accounted for under ASC 815. The variable conversion price is not considered predominantly based on a fixed monetary amount settleable with a variable number of shares due to the volatility and trading volume of the Company’s common stock. The Company’s convertible promissory note derivative liabilities have been measured at fair value at December 31, 2019, February 3, 2020, April 14, 2020 and June 30, 2020 using the binomial model. The inputs into the binomial models are as follows: December 31, 2019 February 3. 2020 April 14, 2020 June 30, 2020 Closing share price $ 0.20 $ 0.115 $ 0.0559 $ 0.0139 Conversion price $ 0.0683 $ 0.0587 $ 0.0338 $ 0.0091 Risk free rate 1.60 % 1.60 % 2.40 % 0.16 % Expected volatility 294 % 434 % 330 % 283% - 286% Dividend yield 0 % 0 % 0 % 0 % Expected life 0.67 years 1.49 years 1.50 years 1.08 – 1.29 years The fair value of the convertible promissory note derivative liability related to the Note issued to Power Up Lending Group Ltd. on February 3, 2020 and April 14, 2020 was $309,401, of which $165,000 was recorded as a debt discount and the remainder of $144,401 was recorded as initial derivative expense. During the six months ended June 30, 2020, the convertible promissory note derivative liability was reduced by $153,668 for settlement of derivative liabilities due to conversion of the Note into common stock by the Holder. The decrease (increase) in the fair value of the conversion option derivative liability of $182,618 and $(106,993), respectively is recorded as a gain in the consolidated statements of operations for the six months ended June 30, 2020 and 2019, respectively. The fair value of the convertible promissory note derivative liabilities is $240,103 and $266,989 at June 30, 2020 and December 31, 2019, respectively. |
Warrant Liability
Warrant Liability | 6 Months Ended |
Jun. 30, 2020 | |
Notes to Financial Statements | |
Warrant Liability | NOTE 8 – WARRANT LIABILITY In conjunction with the issuance of the Senior Convertible Note with Firstfire Global Opportunities Fund, LLC (the “Note”) on March 1, 2019, the Company issued 1,000,000 warrants with an exercise price of $0.20 and a term of two years. The warrants are subject to down round and other anti-dilution protections. The warrant is tainted and classified as a liability as a result of the issuance of the Note since there is a possibility during the life of the warrant the Company would not have enough authorized shares available if the warrant is exercised. The Company’s warrant liability has been measured at fair value at December 31, 2019 and April 14, 2020 using the binomial model. The inputs into the binomial models are as follows: December 31, 2019 April 14, 2020 Closing share price $ 0.20 $ 0.0559 Exercise price $ 0.20 $ 0.20 Risk free rate 1.59 % 1.59 % Expected volatility 338 % 310 % Dividend yield 0 % 0 % Expected life 1.17 years 0.88 years The decrease (increase) in the fair value of the warrant liability of $144,059 and $1,655 is recorded as a gain (loss) in the consolidated statements of operations for the six months ended June 30, 2020 and 2019, respectively. The fair value of the warrant liability is $0 and $185,560 at June 30, 2020 and December 31, 2019, respectively. On April 14, 2020, the Company issued 2,000,000 shares of common stock with a fair value of $111,800 to fully settle the 1,000,000 warrants issued in conjunction with the issuance of the Senior Convertible Note with Firstfire Global Opportunities Fund, LLC on March 1, 2019. The issue of the shares resulting in a loss on settlement of warrant liability of $70,299. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions | |
Related Party Transactions | NOTE 9 – RELATED PARTY TRANSACTIONS As of June 30, 2020, and December 31, 2019, advances and accrued salary of $54,978 and $17,840, respectively, were due to Nadav Elituv, the Company's Chief Executive Officer. The balance is non-interest bearing, unsecured and have no specified terms of repayment. During the six months ended June 30, 2020, the Company issued advances due to related party of $55,758 for expenses paid on behalf of the Company, cash received of $5,195, and Company repaid advance due to related party with $23,815 in cash. Employment Agreements On September 10, 2018, the Company executed an employment agreement for the period from July 1, 2018 to June 30, 2019 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. On September 10, 2019, the Company executed an employment agreement for the period from July 1, 2019 to June 30, 2020 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. On November 1, 2019, this employment agreement was amended to include additional stock-based compensation comprising of 30,000 shares of Series A Convertible Preferred Stock. On December 20, 2019, January 29, 2020, February 28, 2020, March 30, 2020 and April 30, 2020 the employment agreement was further amended to include additional stock-based compensation comprising of 873,609 shares, 1,000,000 shares, 1,000,000 shares, 2,500,000 shares and 2,000,000 shares of common stock of the Company, respectively. Stock-based compensation – salaries expense related to these employment agreements for the six months ended June 30, 2020 and 2019 is $334,200 and $557,826, respectively. Stock-based compensation – salaries expense was recognized ratably over the requisite service period. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2020 | |
Preferred Stock | |
Preferred Stock | NOTE 10 – PREFERRED STOCK Each share of Series A Convertible Preferred Stock (“Series A Stock”) is (i) convertible into one thousand (1,000) shares of common stock of the Company and (ii) entitled to the number of votes equal to the aggregate number of shares of common stock into which the Holder’s share of Series A Stock is convertible, multiplied by one hundred (100). After a one year holding period, each share of Series B Convertible Preferred Stock (“Series B Stock”) is convertible into one thousand (1,000) shares of common stock of the Company. Series B Stock is non-voting. Series A Stock and Series B Stock has been classified as temporary equity (outside of permanent equity) on the consolidated balance sheets at June 30, 2020 and December 31, 2019 because other tainting contracts such as the convertible note and warrant potentially have inadequate available authorized shares of the Company for settlement. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders Deficit | |
Stockholders' Deficit | NOTE 11 - STOCKHOLDERS' EQUITY The Company is authorized to issue an aggregate of 3,000,000,000 common shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. From January 1, 2020 to June 30, 2020, the Company elected to convert $2,252 of principal and interest of non-redeemable convertible notes into 22,524,864 shares of common stock of the Company with a fair value of $893,238 resulting in a loss of extinguishment of debt of $890,986. From January 1, 2020 to June 30, 2020, the Holder of the Senior Convertible Note issued on March 1, 2019 elected to convert $94,232 of principal and $12,000 of interest into 2,695,000 shares of common stock of the Company with a fair value of $208,285 resulting in a loss on extinguishment of debt of $48,097. From January 1, 2020 to June 30, 2020, the Company issued 19,500,000 shares of common stock for stock-based compensation for consulting services with a fair value of $579,700. From January 1, 2020 to June 30, 2020, the Company issued 26,000,000 shares of common stock for stock-based compensation due to officer and directors with a fair value of $1,336,800. On April 14, 2020, the Company issued 2,000,000 shares of common stock with a fair value of $111,800 to fully settle the 1,000,000 warrants issued in conjunction with the issuance of the Senior Convertible Note with Firstfire Global Opportunities Fund, LLC on March 1, 2019. The issue of the shares resulting in a loss on settlement of warrant liability of $70,299. On May 7, 2020, The Company issued 11,111,111 shares of common stock with a fair value of $200,000 for a one year subscription to an online marketing platform to support the GoCart grocery delivery application. 2015 Stock Option Plan On April 28, 2015, the Board of Directors of the Company approved of the Company’s 2015 Stock Option Plan (the “2015 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Pursuant to the 2015 Plan, the Board may grant incentive stock options, non-qualified stock options and stock appreciation rights to eligible persons. The maximum aggregate number of shares of common stock with respect to which awards granted under the Plan shall not exceed 1 (as adjusted for the 1-for-2,000, 1-for-500 and 1-for-1,000 reverse stock split on September 1, 2016, September 10, 2018 and December 12, 2019, respectively). On May 6, 2015, the Company filed a Registration Statement on Form S-8 (File No: 333-203889) registering the shares of common stock issuable pursuant to the 2015 Plan under the Securities Act. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 - SUBSEQUENT EVENTS From July 1, 2020 to August 12, 2020, the Company elected to convert $1,700 of principal and interest of non-redeemable convertible notes into 17,000,000 shares of common stock of the Company with a fair value of $188,700 resulting in a loss of extinguishment of debt of $187,000. From July 1, 2020 to August 12, 2020, the Holder of the Senior Convertible Note issued on February 3, 2020 elected to convert $47,000 of principal of interest into 7,238,806 shares of common stock of the Company with a fair value of $68,596. From July 1, 2020 to August 12, 2020, the Company issued 33,000,000 shares of common stock for stock-based compensation for consulting services with a fair value of $351,300. From July 1, 2020 to August 12, 2020, the Company issued 30,000,000 shares of common stock for stock-based compensation due to officer and directors with a fair value of $315,000. Power Up Lending Group Ltd. On July 13, 2020 the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $53,000 less transaction costs of $3,000 bearing a 8% annual interest rate and maturing October 14, 2021 for $50,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Summary Of Significant Accounting Policies Policies Abstract | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying financial statements of Two Hands Corporation have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2019 of Two Hands Corporation in our Form 10-K filed on March 27, 2020. The interim financial statements present the balance sheets, statements of operations, stockholders’ deficit and cash flows of Two Hands Corporation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of June 30, 2020 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. |
COVID 19 | COVID-19 The recent outbreak of the coronavirus COVID-19 has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures have had and will continue to have a material adverse impact on global economic conditions as well as on the Company's business activities. The extent to which COVID-19 may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the Canada, United States and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. No adjustments have been made to the amounts reported in these condensed consolidated financial statements as a result of this matter. |
Going Concern | GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the six months ended June 30, 2020, the Company incurred a net loss of $3,966,057 and used cash in operating activities of $225,425, and at June 30, 2020, had stockholders’ deficit of $2,005,333. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The Company will be dependent upon the raising of additional capital through placement of its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation. The Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the financing markets. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. We are currently funding our operations by way of cash advances from our Chief Executive Officer, note holders, shareholders and others; however, we do not have any oral or written agreements with them or others to loan or advance funds to us. There can be no assurances that we will be able to receive loans or advances from them or other persons in the future. |
Principles of Consolidation | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, I8 Interactive Corporation. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates and Assumptions | USE OF ESTIMATES AND ASSUMPTIONS Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives of the assets, which are as follows: Computer equipment 50% declining balance over a three year useful life In the year of acquisition, one half the normal rate of depreciation is provided. |
Revenue Recognition | REVENUE RECOGNITION In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. |
Research and Development Costs | RESEARCH AND DEVELOPMENT COSTS We incurred research and development costs primarily to the development of Two Hands gone application. Research and development costs are comprised primarily of contract labor and services. Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 Intangibles—Goodwill and Other |
Debt Discount and Debt Issuance Costs | DEBT DISCOUNT AND DEBT ISSUANCE COSTS Debt discounts and debt issuance costs incurred in connection with the issuance of convertible notes are capitalized and amortized to interest expense based on the related debt agreements using the effective interest rate method. Unamortized discounts are netted against convertible notes. |
Derivative Liability | DERIVATIVE LIABILITY In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company records the resulting discount on debt related to the conversion features at initial transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The Company follows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. The Company utilizes the binomial option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted. |
Income Taxes | INCOME TAXES The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. |
Net Loss Per Share | NET LOSS PER SHARE Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. At June 30, 2020 and 2019, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, convertible notes, stock payable and warrants of 8,413,211,233 shares and 7,137,647,280 shares, respectively, as their effect would have been anti-dilutive. At June 30, 2020, common stock equivalents exceed authorized shares of common stock of the Company. |
Foreign Currency Translation | FOREIGN CURRENCY TRANSLATION The financial statements are presented in the Company’s functional currency which is the United States dollars. In accordance with FASB ASC 830, Foreign Currency Matters, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders' deficit, whereas gains or losses resulting from foreign currency transactions are included in results of operations. |
Stock-based Compensation | STOCK-BASED COMPENSATION The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item. The Company’s financial instruments such as cash, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short-term nature of these financial instruments. Derivative liabilities are measured at fair value on a recurring basis using Level 3 inputs. The following table presents assets and liabilities that are measured and recognized at fair value as of June 30, 2020 on a recurring basis: Level 1 Level 2 Level 3 Description $ $ $ Derivative liabilities — — 240,103 |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS 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) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Summary Of Significant Accounting Policies Tables Abstract | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table presents assets and liabilities that are measured and recognized at fair value as of June 30, 2020 on a recurring basis: Level 1 Level 2 Level 3 Description $ $ $ Derivative liabilities — — 240,103 |
Convertible Promissory Note D_2
Convertible Promissory Note Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value of Convertible Promissory Note Derivative Liabilities | The inputs into the binomial models are as follows: December 31, 2019 February 3. 2020 April 14, 2020 June 30, 2020 Closing share price $ 0.20 $ 0.115 $ 0.0559 $ 0.0139 Conversion price $ 0.0683 $ 0.0587 $ 0.0338 $ 0.0091 Risk free rate 1.60 % 1.60 % 2.40 % 0.16 % Expected volatility 294 % 434 % 330 % 283% - 286% Dividend yield 0 % 0 % 0 % 0 % Expected life 0.67 years 1.49 years 1.50 years 1.08 – 1.29 years |
Warrant Liability (Tables)
Warrant Liability (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Notes to Financial Statements | |
Fair Value of Warrant Liability | The inputs into the binomial models are as follows: December 31, 2019 April 14, 2020 Closing share price $ 0.20 $ 0.0559 Exercise price $ 0.20 $ 0.20 Risk free rate 1.59 % 1.59 % Expected volatility 338 % 310 % Dividend yield 0 % 0 % Expected life 1.17 years 0.88 years |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies (Details) | Jun. 30, 2020USD ($) |
Fair Value, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liabilities | |
Fair Value, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liabilities | |
Fair Value, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liabilities | $ 240,103 |
Convertible Promissory Note D_3
Convertible Promissory Note Derivative Liabilities (Details) - Senior Convertible Note [Member] - Derivative Liabilities [Member] - $ / shares | Jun. 30, 2020 | Apr. 14, 2020 | Feb. 03, 2020 | Dec. 31, 2019 |
Closing share price | $ 0.0139 | $ 0.0559 | $ 0.115 | $ 0.20 |
Conversion price | $ 0.0091 | $ 0.0338 | $ 0.0587 | $ 0.0683 |
Risk free rate | 0.16% | 2.40% | 1.60% | 1.60% |
Expected volatility | 330.00% | 434.00% | 294.00% | |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected life | 1 year 6 months | 1 year 5 months 26 days | 8 months 1 day | |
Minimum [Member] | ||||
Expected volatility | 283.00% | |||
Expected life | 1 year 29 days | |||
Maximum [Member] | ||||
Expected volatility | 286.00% | |||
Expected life | 1 year 3 months 14 days |
Warrant Liability (Details)
Warrant Liability (Details) - Warrants [Member] - Derivative Liabilities [Member] - $ / shares | Apr. 14, 2020 | Dec. 31, 2019 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Closing share price | $ 0.0559 | $ 0.20 |
Exercise price | $ 0.20 | $ 0.20 |
Risk free rate | 1.59% | 1.59% |
Expected volatility | 310.00% | 338.00% |
Dividend yield | 0.00% | 0.00% |
Expected life | 10 months 17 days | 1 year 2 months 1 day |
Nature Of Operations And Basi_2
Nature Of Operations And Basis Of Presentation (Narrative) (Details) | Jun. 30, 2020 |
I8 Interactive Corporation [Member] | |
Percentage of interest held in subsidiaries | 100.00% |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies (Narrative) (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Non-Redeemable Convertible Notes, Convertible Notes, Stock Payable And Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 8,413,211,233 | 7,137,647,280 |
Computer Equipment [Member] | ||
Estimated useful life of the asset | 3 years | |
Depreciation methodology | 50% declining balance |
Non-Redeemable Convertible No_2
Non-Redeemable Convertible Notes (Narrative) (Details) - USD ($) | Dec. 31, 2019 | Sep. 01, 2016 | Jun. 10, 2014 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Debt Instrument [Line Items] | |||||||
Gain (loss) on debt settlement | $ (369,693) | $ (259,480) | $ (1,009,383) | $ (996,580) | |||
Non-Redeemable Convertible Notes Issued To The Cellular Connection Ltd. [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt description | On June 10, 2014, the Company agreed to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable issued to The Cellular Connection Ltd. during the period from February 22, 2013 to June 10, 2014 with a total carrying value $42,189. | ||||||
Debt carrying value | $ 1,878 | $ 42,189 | $ 0 | $ 0 | |||
Debt issue price | 42,189 | ||||||
Debt face value | $ 1,878 | $ 54,193 | |||||
Debt maturity date | Dec. 31, 2014 | ||||||
Debt conversion price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | ||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2015. The outstanding face value of the Note shall increase by another 20% on January 1, 2016 and again on each one year anniversary of the Note until the Note has been paid in full. | ||||||
Value of principal and interest portion of debt converted into shares | $ 2,252 | ||||||
Gain (loss) on debt settlement | (890,986) | ||||||
Interest expense | $ 282 | 593 | 376 | 1,179 | |||
Unamortized discount | $ 0 | ||||||
Non-Redeemable Convertible Notes [Member] | Side Letter Agreement With DC Design [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt description | On September 1, 2016, the Company entered into an amended Side Letter Agreement with DC Design to amend and add certain terms to the Side Letter Agreement and advances from the period from June 25, 2014 to December 24, 2014. | ||||||
Debt carrying value | 27,508 | 30,244 | 30,244 | ||||
Debt issue price | $ 174,252 | ||||||
Debt face value | $ 27,508 | 33,010 | 33,010 | ||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2017 | |||||
Debt conversion price per share | $ 0.003 | ||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. | ||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | ||||||
Interest expense | 1,368 | $ 1,143 | 2,736 | $ 2,274 | |||
Unamortized discount | $ 0 | $ 2,766 | $ 2,766 | ||||
Interest rate | 20.00% | ||||||
Non-Redeemable Convertible Notes [Member] | Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
No of shares of common stock issued in conversion of debt | 22,524,864 | ||||||
Non-Redeemable Convertible Notes Assigned To DC Design Inc. [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt description | On September 1, 2016, Doug Clark, former Chief Executive Officer and related party, assigned the Side Letter Agreement (“Note”) dated June 10, 2014 with a total carrying value $382,016 to DC Design Inc. (“DC Design”). | ||||||
Notes assigned by Doug Clark | $ 382,016 |
Non-Redeemable Convertible No_3
Non-Redeemable Convertible Notes (Narrative) (Details1) - Non-Redeemable Convertible Notes [Member] - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 13, 2018 | May 10, 2018 | Apr. 12, 2018 | Jan. 08, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Side Letter Agreement With The Cellular Connection Ltd. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt description | On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd., to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $14,930 issued by the Company during the period of June 2014 and December 2017. | |||||||||
Debt carrying value | $ 21,499 | $ 14,930 | $ 23,637 | $ 23,637 | ||||||
Debt issue price | 14,930 | |||||||||
Debt face value | 21,499 | $ 17,916 | 25,799 | 25,799 | ||||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2018 | ||||||||
Debt conversion price per share | $ 0.0001 | |||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | |||||||||
Interest expense | 1,081 | $ 903 | 2,138 | $ 1,777 | ||||||
Unamortized discount | 0 | 2,162 | 2,162 | |||||||
Side Letter Agreement With Stuart Turk [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt description | On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $244,065 issued by the Company during the period of July 2014 and December 2017. | |||||||||
Debt carrying value | 351,454 | $ 244,065 | 386,407 | 386,407 | ||||||
Debt issue price | 244,065 | |||||||||
Debt face value | $ 351,454 | $ 292,878 | 421,744 | 421,744 | ||||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2018 | ||||||||
Debt conversion price per share | $ 0.0001 | |||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | |||||||||
Interest expense | 17,477 | 14,604 | 34,953 | 29,047 | ||||||
Unamortized discount | $ 0 | 35,337 | 35,337 | |||||||
Side Letter Agreement With Jordan Turk [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt description | On April 12, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $45,000 issued by the Company during the period of March 19, 2018 to April 12, 2018. | |||||||||
Debt carrying value | 64,200 | $ 45,000 | 70,585 | 70,585 | ||||||
Debt issue price | 45,000 | |||||||||
Debt face value | 64,200 | $ 54,000 | 77,040 | 77,040 | ||||||
Debt maturity date | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.0001 | |||||||||
Debt instrument collateral | he Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full. | |||||||||
Interest expense | 3,192 | 2,693 | 6,385 | 5,356 | ||||||
Unamortized discount | 0 | 6,455 | 6,455 | |||||||
Side Letter Agreement With Jordan Turk [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt description | On May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35,000 issued by the Company on May 9, 2018. | |||||||||
Debt carrying value | 50,400 | $ 35,000 | 55,412 | 55,412 | ||||||
Debt issue price | 35,000 | |||||||||
Debt face value | $ 50,400 | $ 42,000 | 60,480 | 60,480 | ||||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2018 | ||||||||
Debt conversion price per share | $ 0.0001 | |||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | |||||||||
Interest expense | 2,506 | 2,094 | 5,012 | 4,165 | ||||||
Unamortized discount | $ 0 | 5,068 | 5,068 | |||||||
Side Letter Agreement With Jordan Turk [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt description | On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 to September 13, 2018. | |||||||||
Debt carrying value | 57,600 | $ 40,000 | 63,329 | 63,329 | ||||||
Debt issue price | 40,000 | |||||||||
Debt face value | $ 57,600 | $ 48,000 | 69,120 | 69,120 | ||||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2018 | ||||||||
Debt conversion price per share | $ 0.0001 | |||||||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | |||||||||
Interest expense | 2,864 | $ 2,393 | 5,728 | $ 4,761 | ||||||
Unamortized discount | $ 0 | $ 5,791 | $ 5,791 |
Non-Redeemable Convertible No_4
Non-Redeemable Convertible Notes (Narrative) (Details2) - Non-Redeemable Convertible Notes [Member] - USD ($) | Dec. 31, 2019 | Jan. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Side Letter Agreement With Stuart Turk [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt description | On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $106,968 issued by the Company during the period of January 3, 2018 to December 28, 2018. | |||||
Debt carrying value | $ 128,362 | $ 106,968 | $ 141,128 | $ 141,128 | ||
Debt issue price | 106,968 | |||||
Debt face value | $ 128,362 | $ 128,362 | 154,034 | 154,034 | ||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2019 | ||||
Debt conversion price per share | $ 0.0001 | |||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | |||||
Interest expense | 6,383 | $ 5,829 | 12,766 | $ 9,608 | ||
Unamortized discount | $ 0 | 12,906 | 12,906 | |||
Side Letter Agreement With The Cellular Connection Ltd. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt description | On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd. to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $20,885 issued by the Company during the period of January 23, 2018 to October 16, 2018. | |||||
Debt carrying value | 25,062 | $ 20,885 | 27,562 | 27,562 | ||
Debt issue price | 20,885 | |||||
Debt face value | $ 25,062 | $ 25,062 | 30,075 | 30,075 | ||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2019 | ||||
Debt conversion price per share | $ 0.0001 | |||||
Debt instrument collateral | The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||
Debt payment terms | If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one year anniversary of the Note until the Note has been paid in full. | |||||
Interest expense | 1,250 | $ 1,141 | 2,499 | $ 1,882 | ||
Unamortized discount | $ 0 | $ 2,513 | $ 2,513 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | |||
Notes payable | $ 81,572 | $ 48,461 | |
Proceeds from notes payable | 122,281 | $ 94,302 | |
Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note issued for expenses | 108,702 | ||
Proceeds from notes payable | 13,579 | ||
Issuance of Non-redeemable convertible notes | 89,170 | ||
Notes Payable [Member] | Stuart Turk, Jordan Turk And The Cellular Connection Limited, A Corporation Controlled By Stuart Turk [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | $ 81,572 | $ 48,461 | |
Debt description | The balances are non-interest bearing, unsecured and have no specified terms of repayment. | The balances are non-interest bearing, unsecured and have no specified terms of repayment. |
Promissory Notes (Narrative) (D
Promissory Notes (Narrative) (Details) - USD ($) | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Promissory notes - related party | $ 177,197 | $ 185,842 | $ 177,197 |
Nadav Elituv, Chief Executive Officer [Member] | |||
Debt Instrument [Line Items] | |||
Promissory notes description | The balance is non-interest bearing, unsecured and have no specified terms of repayment | The balance is non-interest bearing, unsecured and have no specified terms of repayment | |
Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Promissory notes with principal and interest | $ 81,983 | ||
Promissory notes - principle | 76,263 | 76,263 | $ 76,263 |
Promissory notes - interest | $ 1,907 | $ 5,720 | |
Promissory note interest rate | 10.00% | 10.00% | 10.00% |
Promissory notes description | Notes are unsecured | Notes are unsecured | |
Promissory notes maturity date | Dec. 31, 2021 | Dec. 31, 2021 | |
Promissory Notes [Member] | Nadav Elituv, Chief Executive Officer [Member] | |||
Debt Instrument [Line Items] | |||
Promissory notes with principal and interest | $ 177,197 | $ 185,842 | $ 177,197 |
Promissory notes - principle | $ 172,876 | 172,876 | 172,876 |
Promissory notes - interest | $ 12,966 | $ 4,321 | |
Promissory note interest rate | 10.00% | 10.00% | 10.00% |
Promissory notes maturity date | Dec. 31, 2021 | Dec. 31, 2021 | |
Promissory notes - related party | $ 172,876 | $ 172,876 |
Convertible Note (Narrative) (D
Convertible Note (Narrative) (Details) - USD ($) | Apr. 14, 2020 | Feb. 03, 2020 | Mar. 01, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||||||||
Proceeds from convertible notes | $ 165,000 | $ 175,000 | |||||||
Amortization cost | $ 47,763 | $ 36,782 | 78,373 | 66,587 | |||||
Gain/Loss on settlement of debt | (369,693) | $ (259,480) | (1,009,383) | $ (996,580) | |||||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Senior Convertible Note [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt face value | $ 200,000 | $ 94,232 | 94,232 | 94,232 | |||||
Original issue discount | 20,000 | ||||||||
Transaction costs | $ 5,000 | ||||||||
Interest rate | 7.00% | ||||||||
Debt maturity date | Sep. 1, 2020 | ||||||||
Proceeds from convertible notes | $ 175,000 | ||||||||
Debt conversion terms | The Note and accrued interest, at the option of the Holder, is convertible into common shares of the Company at $0.10 per share. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at the lessor of (i) $0.10 per share or (ii) a variable conversion price calculated at 65% of the market price defined as the lowest trading price during the ten trading day period ending on the latest trading day prior to the conversion date. | ||||||||
Debt payment terms | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 115% of the original principal amount plus interest, between 90 days and 120 days at 120% of the original principal amount plus interest and between 120 days and 180 days at 130% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. | ||||||||
Debt carrying value | 19,752 | 19,752 | 19,752 | ||||||
Accrued interest | 10,284 | 10,284 | 10,284 | ||||||
Unamortized discount | 84,764 | 84,764 | $ 84,764 | ||||||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Senior Convertible Note [Member] | Common Stock [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
No of shares of common stock issued in conversion of debt | 2,695,000 | ||||||||
Fair value of stock issued in conversion of debt | $ 208,285 | ||||||||
Promissory notes to settle notes payable | 106,232 | ||||||||
Principal amount of notes converted in stock | 94,232 | ||||||||
Promissory notes - interest | 12,000 | ||||||||
Amortization cost | 0 | $ 19,752 | |||||||
Settlement of derivative liabilities | 153,668 | ||||||||
Gain/Loss on settlement of debt | (48,097) | ||||||||
Securities Purchase Agreement With Power Up Lending Group Ltd [Member] | Senior Convertible Note [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt face value | $ 103,000 | ||||||||
Transaction costs | $ 3,000 | ||||||||
Interest rate | 8.00% | ||||||||
Debt maturity date | Jul. 31, 2021 | ||||||||
Proceeds from convertible notes | $ 100,000 | ||||||||
Debt conversion terms | After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. | ||||||||
Debt payment terms | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. | ||||||||
Debt carrying value | 103,000 | 103,000 | 103,000 | ||||||
Accrued interest | 3,341 | 3,341 | 3,341 | ||||||
Amortization cost | 5,185 | ||||||||
Unamortized discount | 101,156 | 101,156 | 101,156 | 0 | |||||
Securities Purchase Agreement With Power Up Lending Group Ltd [Member] | Senior Convertible Note [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt face value | $ 68,000 | ||||||||
Transaction costs | $ 3,000 | ||||||||
Interest rate | 8.00% | ||||||||
Debt maturity date | Oct. 14, 2021 | ||||||||
Proceeds from convertible notes | $ 65,000 | ||||||||
Debt conversion terms | After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. | ||||||||
Debt payment terms | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. | ||||||||
Debt carrying value | 68,000 | 68,000 | 68,000 | ||||||
Accrued interest | 1,148 | 1,148 | 1,148 | ||||||
Amortization cost | 1,370 | ||||||||
Unamortized discount | $ 67,778 | $ 67,778 | $ 67,778 | $ 0 |
Convertible Promissory Note D_4
Convertible Promissory Note Derivative Liabilities (Narrative) (Details) - USD ($) | Feb. 03, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Change in fair value of derivative liabilities | $ 141,110 | $ (99,818) | $ 326,677 | $ (105,338) | ||
Securities Purchase Agreement With Power Up Lending Group Ltd [Member] | Senior Convertible Note [Member] | ||||||
Debt discount | $ 101,156 | 101,156 | $ 0 | |||
Securities Purchase Agreement With Power Up Lending Group Ltd [Member] | Senior Convertible Note [Member] | Derivative Liabilities [Member] | ||||||
Fair value of derivative liability | $ 309,401 | |||||
Debt discount | 165,000 | |||||
Initial derivative expense | $ 144,401 | |||||
Change in fair value of derivative liabilities | (182,618) | $ (106,993) | ||||
Settlement of derivative liabilities | 153,668 | |||||
Promissory note derivative liabilities | $ 240,103 | $ 266,989 |
Warrant Liability (Narrative) (
Warrant Liability (Narrative) (Details) - USD ($) | Apr. 14, 2020 | Mar. 01, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Change in fair value of derivative liabilities | $ 141,110 | $ (99,818) | $ 326,677 | $ (105,338) | |||
Common stock issued for compensation, value | $ 176,800 | $ 280,454 | 1,336,800 | 565,826 | |||
Warrants [Member] | |||||||
Warrant liability | 0 | $ 185,560 | |||||
Warrants [Member] | Derivative Liabilities [Member] | |||||||
Exercise price of warrants | $ 0.20 | $ 0.20 | |||||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Senior Convertible Note [Member] | |||||||
Change in fair value of derivative liabilities | $ 2,000,000 | ||||||
Common stock issued for compensation, shares | 111,800 | ||||||
Common stock issued for compensation, value | $ 1,000,000 | ||||||
Issuance of warrant in conjuction | 70,299 | ||||||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Warrants [Member] | |||||||
No of warrants issued | 1,000,000 | ||||||
Exercise price of warrants | $ 0.20 | ||||||
Term of warrants | 2 years | ||||||
Securities Purchase Agreement With Firstfire Global Opportunities Fund, LLC [Member] | Warrants [Member] | Derivative Liabilities [Member] | |||||||
Change in fair value of derivative liabilities | $ 144,059 | $ 1,655 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | Dec. 20, 2019 | Nov. 01, 2019 | Sep. 10, 2019 | Sep. 10, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||||
Due to related party | $ 54,978 | $ 17,840 | |||||
Cash received from related party | 60,954 | $ 77,226 | |||||
Stock based compensation - salaries | 1,916,500 | 572,826 | |||||
Nadav Elituv, Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | $ 54,978 | $ 17,840 | |||||
Debt instrument description | The balance is non-interest bearing, unsecured and have no specified terms of repayment | The balance is non-interest bearing, unsecured and have no specified terms of repayment | |||||
Advance to related party | $ 55,758 | ||||||
Cash received from related party | 5,195 | ||||||
Repaid adavance from related party | 23,815 | ||||||
Nadav Elituv, Chief Executive Officer [Member] | Employment Agreement Dated September 10, 2018 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Employment agreement description | On September 10, 2018, the Company executed an employment agreement for the period from July 1, 2018 to June 30, 2019 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. | ||||||
Annual salary | $ 151,200 | ||||||
Nadav Elituv, Chief Executive Officer [Member] | Employment Agreement Dated September 10, 2019 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Employment agreement description | On December 20, 2019, January 29, 2020, February 28, 2020, March 30, 2020 and April 30, 2020 the employment agreement was further amended to include additional stock-based compensation comprising of 873,609 shares, 1,000,000 shares, 1,000,000 shares, 2,500,000 shares and 2,000,000 shares of common stock of the Company, respectively. | On November 1, 2019, this employment agreement was amended to include additional stock-based compensation comprising of 30,000 shares of Series A Convertible Preferred Stock. | On September 10, 2019, the Company executed an employment agreement for the period from July 1, 2019 to June 30, 2020 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. | ||||
Annual salary | $ 151,200 | ||||||
Nadav Elituv, Chief Executive Officer [Member] | Employment Agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock based compensation - salaries | $ 334,200 | $ 557,826 |
Preferred Stock (Narrative) (De
Preferred Stock (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Series A Convertible Preferred Stock [Member] | |
Preferred stock, convertible terms | Each share of Series A Stock is convertible into one thousand (1,000) shares of common stock of the Company |
Preferred stock, voting rights | Each share of Series A Stock is entitled to the number of votes equal to the aggregate number of shares of common stock into which the Holder’s share of Series A Stock is convertible, multiplied by one hundred (100). |
Series B Convertible Preferred Stock [Member] | |
Preferred stock, convertible terms | Each share of Series B Stock is convertible into one thousand (1,000) shares of common stock of the Company. |
Preferred stock, voting rights | Series B Stock is non-voting |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | May 07, 2020 | Apr. 28, 2015 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Loss on settlement of debt | $ (369,693) | $ (259,480) | $ (1,009,383) | $ (996,580) | ||
Common stock issued for services, value | 467,200 | 7,000 | 579,700 | 7,000 | ||
Common stock issued for compensation, value | 176,800 | $ 280,454 | 1,336,800 | $ 565,826 | ||
Common stock issued for subscription, value | $ 111,800 | $ 111,800 | ||||
Stock Option Plan - April 28, 2015 | ||||||
Description of stock option plan | On April 28, 2015, the Board of Directors of the Company approved of the Company’s 2015 Stock Option Plan (the “2015 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Pursuant to the 2015 Plan, the Board may grant incentive stock options, non-qualified stock options and stock appreciation rights to eligible persons. The maximum aggregate number of shares of common stock with respect to which awards granted under the Plan shall not exceed 1 (as adjusted for the 1-for-2,000, 1-for-500 and 1-for-1,000 reverse stock split on September 1, 2016, September 10, 2018 and December 12, 2019, respectively). On May 6, 2015, the Company filed a Registration Statement on Form S-8 (File No: 333-203889) registering the shares of common stock issuable pursuant to the 2015 Plan under the Securities Act. | |||||
Common Stock [Member] | ||||||
Common stock issued for services, shares | 17,000,000 | 200 | 19,500,000 | 200 | ||
Common stock issued for services, value | $ 1,700 | $ 1,950 | ||||
Common stock issued for compensation, shares | 8,000,000 | 30,000 | 26,000,000 | 30,000 | ||
Common stock issued for compensation, value | $ 800 | $ 3 | $ 2,600 | $ 3 | ||
Common stock issued for subscription, share | 11,111,111 | 2,000,000 | 2,000,000 | |||
Common stock issued for subscription, value | $ 200,000 | $ 200 | $ 200 | |||
Subscription period | 1 year | |||||
Common Stock [Member] | Convertible Notes [Member] | ||||||
Principal amount of notes converted in stock | $ 2,252 | |||||
Debt converted into common stock, shares | 22,524,864 | |||||
Fair value of stock issued in conversion of debt | $ 893,238 | |||||
Loss on settlement of debt | 890,986 | |||||
Common Stock [Member] | The Holder Of The Senior Convertible Note Issued On March 1, 2019 [Member] | ||||||
Principal amount of notes converted in stock | 94,232 | |||||
Interest on notes | $ 12,000 | |||||
Debt converted into common stock, shares | 2,695,000 | |||||
Fair value of stock issued in conversion of debt | $ 208,285 | |||||
Loss on settlement of debt | $ 48,097 | |||||
Common Stock [Member] | Stock Based Compensation [Member] | ||||||
Common stock issued for services, shares | 19,500,000 | |||||
Common stock issued for services, value | $ 579,700 | |||||
Common Stock [Member] | Stock Based Compensation [Member] | Officer And Directors [Member] | ||||||
Common stock issued for compensation, shares | 26,000,000 | |||||
Common stock issued for compensation, value | $ 1,336,800 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Jul. 13, 2020 | Feb. 03, 2020 | Aug. 12, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Subsequent Event [Line Items] | |||||||
Loss on settlement of debt | $ (369,693) | $ (259,480) | $ (1,009,383) | $ (996,580) | |||
Common stock issued for services, value | 467,200 | 7,000 | 579,700 | 7,000 | |||
Common stock issued for compensation, value | $ 176,800 | $ 280,454 | 1,336,800 | 565,826 | |||
Proceeds from convertible notes | $ 165,000 | $ 175,000 | |||||
Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued for services, shares | 17,000,000 | 200 | 19,500,000 | 200 | |||
Common stock issued for services, value | $ 1,700 | $ 1,950 | |||||
Common stock issued for compensation, shares | 8,000,000 | 30,000 | 26,000,000 | 30,000 | |||
Common stock issued for compensation, value | $ 800 | $ 3 | $ 2,600 | $ 3 | |||
Non-Redeemable Convertible Notes [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt converted into common stock, shares | 22,524,864 | ||||||
Senior Convertible Note [Member] | Securities Purchase Agreement With Power Up Lending Group Ltd [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt face value | $ 103,000 | ||||||
Transaction costs | $ 3,000 | ||||||
Interest rate | 8.00% | ||||||
Debt maturity date | Jul. 31, 2021 | ||||||
Proceeds from convertible notes | $ 100,000 | ||||||
Debt conversion terms | After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. | ||||||
Debt payment terms | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. | ||||||
Subsequent Event [Member] | Common Stock [Member] | Officer And Director [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued for compensation, shares | 30,000,000 | ||||||
Common stock issued for compensation, value | $ 315,000 | ||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued for services, shares | 33,000,000 | ||||||
Common stock issued for services, value | $ 351,300 | ||||||
Subsequent Event [Member] | Non-Redeemable Convertible Notes [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount of notes converted in stock | 1,700 | ||||||
Fair value of stock issued in conversion of debt | $ 188,700 | ||||||
Debt converted into common stock, shares | 17,000,000 | ||||||
Loss on settlement of debt | $ 187,000 | ||||||
Subsequent Event [Member] | Senior Convertible Note [Member] | Securities Purchase Agreement With Power Up Lending Group Ltd [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt face value | $ 53,000 | ||||||
Transaction costs | $ 3,000 | ||||||
Interest rate | 8.00% | ||||||
Debt maturity date | Oct. 14, 2021 | ||||||
Proceeds from convertible notes | $ 50,000 | ||||||
Debt conversion terms | After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date | ||||||
Debt payment terms | The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. | ||||||
Subsequent Event [Member] | Senior Convertible Note [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount of notes converted in stock | 47,000 | ||||||
Fair value of stock issued in conversion of debt | $ 68,596 | ||||||
Debt converted into common stock, shares | 7,238,806 |