Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 14, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | LGBTQ Loyalty Holdings, Inc. | ||
Entity Central Index Key | 0001510247 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6,921,123 | ||
Entity Common Stock, Shares Outstanding | 186,335,476 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 13,188 | $ 40,908 |
Other receivables- related party | 100,000 | |
Other current assets | 9,220 | 595 |
Total current assets | 122,408 | 41,503 |
Property and equipment, net | 1,800 | |
Intangible assets, net | 73,076 | |
Total assets | 197,284 | 41,503 |
Current liabilities: | ||
Accounts payable | 772,065 | 245,133 |
Accrued salaries and consulting fees | 650,133 | 348,800 |
Accrued interest and dividends | 71,212 | 20,397 |
Notes payable | 82,986 | 33,000 |
Notes payable to related party | 17,885 | 17,885 |
Advances due to related party | 10,974 | |
Convertible notes payable, net of debt discount | 363,769 | 34,065 |
Derivative liability on convertible notes payable | 1,111,879 | 42,104 |
Total liabilities | 3,069,929 | 752,358 |
Commitments and contingencies (Note 11) | ||
Stockholders' deficit: | ||
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 169,217,460 and 121,984,192 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 169,217 | 121,984 |
Additional paid-in capital | 6,035,547 | 3,242,449 |
Deferred officer compensation | (195,054) | |
Accumulated deficit | (9,077,614) | (3,880,234) |
Total stockholders' deficit | (2,872,645) | (710,855) |
Total liabilities and stockholders' deficit | 197,284 | 41,503 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | ||
Total stockholders' deficit | ||
Series B Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | 75 | |
Total stockholders' deficit | 75 | |
Series C Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | 130 | |
Total stockholders' deficit | $ 130 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 169,217,460 | 121,984,192 |
Common stock, shares outstanding | 169,217,460 | 121,984,192 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 75,000 | |
Preferred stock, shares outstanding | 75,000 | |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 129,559 | 129,559 |
Preferred stock, shares issued | 129,559 | |
Preferred stock, shares outstanding | 129,559 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 3,337 | $ 2,574 |
Cost of net revenue | ||
Gross profit | 3,337 | 2,574 |
Operating expenses: | ||
Personnel costs | 1,499,585 | 347,713 |
Consulting fees | 734,403 | 218,532 |
Legal and professional fees | 733,960 | 160,226 |
Merger costs | 388,675 | |
Sales and marketing | 50,147 | |
General and administrative | 288,911 | 21,342 |
Depreciation and amortization | 4,499 | 150 |
Total operating expenses | 3,700,180 | 747,963 |
Loss from operations | (3,696,843) | (745,389) |
Other income (expense): | ||
Interest expense | (1,024,179) | (124,358) |
Change in derivative liability | (430,458) | 35,051 |
Total other income (expense), net | (1,454,637) | (89,307) |
Provision for income taxes | ||
Net loss | $ (5,151,480) | $ (834,696) |
Weighted average common shares outstanding - basic and diluted | 210,883,281 | 93,166,625 |
Net loss per common share - basic and diluted | $ (0.02) | $ (0.01) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid in Capital [Member] | Deferred Compensation [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 87,704 | $ 2,579,489 | $ (391,010) | $ (3,045,388) | $ (769,205) | |||
Balance, shares at Dec. 31, 2017 | 87,704,686 | |||||||
Forgiveness of shareholder debt | 526,888 | 526,888 | ||||||
Common shares issued for cash | $ 11,000 | 44,000 | $ 55,000 | |||||
Common shares issued for cash, shares | 11,000,000 | 348,312 | ||||||
Common shares issued for services performed | $ 5,250 | 42,677 | $ 47,927 | |||||
Common shares issued for services performed, shares | 5,250,000 | |||||||
Common shares issued pursuant to note conversions | $ 7,083 | 10,875 | 17,958 | |||||
Common shares issued pursuant to note conversions, shares | 7,082,818 | |||||||
Exercise of stock options | $ 10,947 | 38,520 | $ 49,467 | |||||
Exercise of stock options, shares | 10,946,688 | 10,946,688 | ||||||
Amortization of deferred compensation | 195,956 | $ 195,956 | ||||||
Net loss | (834,696) | (834,696) | ||||||
Balance at Dec. 31, 2018 | $ 121,984 | 3,242,449 | (195,054) | (3,880,234) | $ (710,855) | |||
Balance, shares at Dec. 31, 2018 | 121,984,192 | |||||||
Common shares issued for cash, shares | 38,287 | 1,358,382 | ||||||
Common shares issued for services performed | $ 250 | 7,250 | $ 7,500 | |||||
Common shares issued for services performed, shares | 250,000 | |||||||
Common shares issued pursuant to note conversions | $ 26,586 | 768,089 | 794,675 | |||||
Common shares issued pursuant to note conversions, shares | 26,586,234 | |||||||
Exercise of stock options | $ 500 | 4,500 | $ 5,000 | |||||
Exercise of stock options, shares | 500,000 | 500,000 | ||||||
Amortization of deferred compensation | 195,054 | $ 195,054 | ||||||
Merger with Maxim Partners | $ 129,559 | 259,116 | 388,675 | |||||
Merger with Maxim Partners, shares | 1 | 129,558,574 | ||||||
Maxim exchange agreement | $ 130 | $ (129,559) | 129,429 | |||||
Maxim exchange agreement, shares | (1) | 129,559 | (129,558,574) | |||||
Issuance of Series B preferred stock, net of discount | $ 125 | 124,875 | 125,000 | |||||
Issuance of Series B preferred stock, net of discount, shares | 125,000 | |||||||
Conversion of Series B preferred stock for common shares | $ (50) | $ 1,466 | (1,416) | |||||
Conversion of Series B preferred stock for common shares, shares | (50,000) | 1,465,949 | ||||||
Issuance of Series B dividend common shares, value | $ 38 | 3,125 | 3,163 | |||||
Issuance of Series B dividend common shares | 38,287 | |||||||
Common shares issued to board of directors | $ 5,000 | 550,400 | $ 555,400 | |||||
Common shares issued to board of directors, shares | 5,000,000 | 6,000,000 | ||||||
Common shares issued for related party debt conversions | $ 8,600 | 393,034 | $ 401,634 | |||||
Common shares issued for related party debt conversions, shares | 8,600,298 | |||||||
Common shares issued pursuant to debenture conversion | $ 428 | 45,620 | 46,048 | |||||
Common shares issued pursuant to debenture conversion, shares | 427,500 | |||||||
Exercise of common stock warrants | $ 4,365 | 301,930 | 306,295 | |||||
Exercise of common stock warrants, shares | 4,365,000 | |||||||
Warrants issued to board of directors | 170,734 | 170,734 | ||||||
Amortization of preferred stock discount | 36,412 | (36,412) | ||||||
Dividends on preferred stock | (9,488) | (9,488) | ||||||
Net loss | (5,151,480) | (5,151,480) | ||||||
Balance at Dec. 31, 2019 | $ 75 | $ 130 | $ 169,217 | $ 6,035,547 | $ (9,077,614) | $ (2,872,645) | ||
Balance, shares at Dec. 31, 2019 | 75,000 | 129,559 | 169,217,460 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (5,151,480) | $ (834,696) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount and original issue discount | 368,257 | |
Change in fair value of derivative liability | 430,458 | (35,051) |
Non-cash financing related costs - convertible debt | 595,257 | 97,178 |
Merger expenses | 388,675 | |
Stock-based compensation expense | 786,954 | 47,927 |
Officer deferred compensation | 195,054 | 195,956 |
Depreciation and amortization | 4,499 | 150 |
Changes in operating assets and liabilities: | ||
Other receivables | (100,000) | |
Other current assets | (8,625) | |
Accounts payable | 520,959 | 140,911 |
Accrued salaries and consulting fees | 649,647 | 324,000 |
Accrued interest and dividends | 44,490 | |
Net cash used in operating activities | (1,275,855) | (63,775) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,000) | |
Investment in intangible assets | (77,375) | |
Net cash used in investing activities | (79,375) | |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible debenture and note agreements | 1,000,000 | 32,000 |
Proceeds from promissory note agreements | 162,500 | 15,000 |
Repayments of notes payable | (97,514) | (2,000) |
Proceeds from related party notes and advances | 3,599 | |
Proceeds from sale of common stock | 55,000 | |
Proceeds from issuance of convertible preferred stock | 125,000 | |
Proceeds from exercise of warrants | 137,524 | |
Net cash provided by financing activities | 1,327,510 | 103,599 |
Net increase (decrease) in cash | (27,720) | 39,824 |
Cash at beginning of year | 40,908 | 1,084 |
Cash at end of year | 13,188 | 40,908 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | 2,500 | |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of convertible debenture and notes | 53,553 | 17,958 |
Conversion of related party debt | 393,034 | |
Exercise of common stock warrants - derivative liability | 168,771 | 6,692 |
Non-cash exercise of stock options | 5,000 | 49,467 |
Amortization of preferred stock discount | 36,412 | |
Conversion of Series B preferred stock for common shares | 1,416 | |
Issuance of Series B dividend common shares | 3,125 | |
Dividends on preferred stock | 9,488 | |
Forgiveness of shareholder loans | $ 526,888 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1. Nature of Business Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to LGBTQ Loyalty Holdings, Inc. (formerly LifeApps Brands Inc.), including its subsidiaries. On January 25, 2019, we acquired LGBT Loyalty LLC, a New York limited liability company, with the goal of creating the first LGBTQ Loyalty Preference Index ETF (the “Index ETF”) to provide the LGBTQ community with the power to influence the allocation of capital within a financial Index ETF based upon LGBTQ consumer preferences. The Index ETF is intended to link the growing economic influence of the LGBTQ community and their allies with many of the top Fortune 500 companies that support and implement diversity, inclusion and equality policies within their organizations. The incorporation of diversity and inclusion in a company’s recruitment and human resource policies is becoming a key concern to investors as part of their growing focus on ESG allocations. Our data and analytics unequivocally reinforce that corporations that have embraced diversity and inclusion policies within their corporate culture perform at a higher level financially than their peers. This includes advancing a more invigorated workforce that attracts and retains the best talent. Innovation and agility have been identified as great benefits of diversity, and there is an increasing awareness of what has come to be known as ‘the power of difference’. On October 30, 2019, through our wholly-owned subsidiary Loyalty Preference Index, Inc. (“LPI”) and our strategically aligned partnerships with crowd sourced data and analytic providers, we launched the LGBTQ100 ESG Index which integrates LGBTQ community survey data into the methodology for a benchmark listing of the nation’s highest financially performing large-cap publicly listed corporations that our respondents believe are most committed to advancing equality. LPI is the index provider for the LGBTQ + ESG100 ETF; LGBTQ Loyalty was the Sponsor for the prospectus that was filed by the licensed Fund Adviser ProcureAM, and was approved by the Securities and Exchange Commission (“SEC”) in early January 2020. The LGBTQ + ESG100 ETF (the “Fund”) seeks to track the investment results (before fees and expenses) of the LGBTQ100 ESG Index. The Fund earns management fees based on assets under management (“AUM”) and is expected to launch in the third quarter of 2020 on the NASDAQ. Through our wholly owned subsidiary LifeApps, Inc., we are a licensed developer and publisher of apps for the Apple Apps Store for iPhone, iPod touch, iPad and iPad mini. We are also a licensed developer on both Google Play and Amazon Appstore for Android. We have distributed apps on all three platforms. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”), which contemplates our continuation as a going concern. We have incurred losses to date of $9,077,614 and have negative working capital. To date we have funded our operations through advances from a related party, issuance of convertible debt, and the sale of our common stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, LifeApps Inc., Sports One Group Inc. and Loyalty Preference Index, Inc., which was formed on July 24, 2019. All material inter-company transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates. Reclassifications The Company has reclassified certain previously reported amounts in its consolidated financial statements. Accordingly, prior year amounts were reclassified to conform to the current year presentation. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At December 31, 2019 and 2018, all of the Company’s cash and cash equivalents were held at one accredited financial institution. Financial Instruments The estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximated fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate. Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights and derivative liabilities. Our financial instruments consist of cash, other current assets, accounts payables, accruals, and notes payable. The carrying values of these instruments approximate fair value because of the short-term maturities. The Company’s restricted cash is based on Level 1 inputs. The fair value of the Company’s convertible debentures and promissory notes approximates their carrying values as the underlying imputed interest rates approximates the estimated current market rate for similar instruments. The derivative is a measured as Level 3 instrument due to the various inputs which requires significant management judgment. Refer to Note 6 for detail. The following table is a summary of our financial instruments measured at fair value: Fair Value Measurements as of December 31, 2019 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 1,111,879 $ 1,111,879 $ - $ - $ 1,111,879 $ 1,111,879 Fair Value Measurements as of December 31, 2018 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 42,104 $ 42,104 $ - $ - $ 42,104 $ 42,104 Other Receivables – Related Party Other receivables represent amounts held in escrow at the Fund’s custodian. The Company expects to retrieve the funds upon commencement of the Fund’s operations. Intangibles Intangibles, which include website development costs, databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 350 Intangibles – Goodwill and Other Website and Software Development Costs Website and software costs are eligible for capitalization under ASC 350-50 and ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed. These amounts are included in the consolidated balance sheets. Amortization of these costs will begin when the website becomes active. Fixed Assets Fixed assets consist of furniture and equipment and are stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives used for financial statement purposes 3 years. Derivative Financial Instruments The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has a sequencing policy regarding share settlement wherein instruments with a fixed conversion price or floor would be settled first, and interest payable in shares settle next. Thereafter, share settlement order is based on instrument issuance date – earlier dated instruments settling before later dated. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. The policy includes all shares issuable pursuant to debenture and preferred stock instruments as well as shares issuable under service and employment contracts and interest on short term loans. Revenue Recognition ASC Topic 606, “ Revenue from Contracts with Customers” Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Revenue was derived primarily from the sale of sports and fitness apparel and equipment. Rent Expense We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 842, Leases (“ASC 842”). Our membership agreement for shared office space expires on May 31, 2020. Rent expense was $31,572 and $255 for the years ended December 31, 2019 and 2018, respectively. We adopted ASC 842 on its effective date of January 1, 2019. The adoption did not have any effect on our consolidated financial statements. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation The Company measures compensation expense for its non-employee stock-based compensation under ASC 505, Equity Income Taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the years ended December 31, 2019 and 2018 we did not have any interest, penalties or any significant unrecognized uncertain tax positions. Earnings per Share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share Year Ended December 31, 2019 2018 Stock options outstanding 5,800,000 6,300,000 Warrants 8,885,000 - Shares to be issued upon conversion of notes 47,170,778 26,586,234 61,855,778 32,886,234 Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740)(“ASU 2019-12”) In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841) In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3. Intangible Assets At December 31, 2019 and 2018, intangible assets consist of the following: December 31, 2019 2018 Index development and website costs 77,375 - Internet domain names - 58,641 Website and databases - 56,050 Customer lists - 4,500 77,375 119,191 Less: accumulated amortization (4,299 ) (119,191 ) $ 73,076 $ - During the year ended December 31, 2019, the Company capitalized costs pertaining to the development of the LGBTQ100 ESG Index website. The Company began amortizing upon the launch of the index, and will amortize the costs over a three-year useful life. The Company wrote off all intangible assets which were fully amortized as of December 31, 2018. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4. Notes Payable As of December 31, 2019 and 2018, the Company has a note payable outstanding in the amount of $7,986 and $18,000, respectively. The note is past due at December 31, 2019 and is therefore in default. The note accrues interest at a rate of 2% per annum. During the year ended December 31, 2019, the Company repaid $10,014 pertaining to this note. During the year ended December 31, 2018, the Company issued notes to an investor aggregating $15,000. On March 7, 2019, the lender agreed to convert the $15,000 in loan principal into shares of our common stock at a conversion price of $0.08 per share, resulting in an issuance of 187,500 shares, The lender also agreed to waive all interest due on the loans. During the year ended December 31, 2019, the Company received $87,500 in bridge loans from a lender. As of December 31, 2019, the Company fully repaid these loans. The Company incurred $18,300 in interest expense pertaining to these notes, including $2,500 in interest paid and $15,800 in shares of our common stock to be issued. The shares were issued in 2020 and the value was included as accrued interest as of December 31, 2019. In December 2019, the Company issued a promissory note to Pride Partners LLC (“Pride”) for $75,000. The note is secured, accrues interest at a rate of 10% per annum, and matures on June 20, 2020. As of December 31, 2019, the full principal amount was outstanding. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5. Convertible Notes Payable Convertible Note On March 6, 2018, we executed a Promissory Note (the “2018 Note”) to an unrelated entity and received an aggregate of $32,000. The 2018 Note has an initial term of one year and provides for an original issue discount of $3,000, which is being amortized over the initial term. The 2018 Note carries a face interest rate of 12% per annum. The lender had the right, at any time and/or after 180 days at their election to convert all or part of the outstanding and unpaid principal and accrued interest into shares of our common stock. The conversion price was 58% of a two-day average of the lowest trading price in the range of 15 trading days prior to the conversion. The 2018 Note provided for additional penalties if we could not deliver the underlying common stock on a timely basis. On September 20, 2018, the lender exercised conversion rights pursuant to the loan agreement and converted $8,000 of the loan principal into 1,777,778 shares of common stock. The Company recognized an aggregate of $10,375 of shareholder equity as a result of the conversion based on a fair value calculation at the conversion date and related adjustments to remaining loan discounts applicable to the converted loan amount. On December 31, 2018, the lender exercised conversion rights pursuant to the loan agreement and converted $8,000 of the loan principal into 5,305,040 shares of common stock. The Company recognized an aggregate of $7,583 of shareholder equity as a result of the conversion based on a fair value calculation at the conversion date and related adjustments to remaining loan discounts applicable to the converted loan amount. In February 2019, the holder of the 2018 Note in the original principal amount of $35,000 converted the remaining $19,000 in principal and $4,255 in interest into an aggregate of 26,398,734 shares of our common stock at a conversion price of $0.0015 per share. As the result of such conversions, the 2018 Note has been repaid in full and terminated. Convertible Debenture On June 4, 2019 (the “Closing Date”), we entered into and closed a Securities Purchase Agreement (the “SPA”) with Pride (or the “Purchaser” or “Pride”) pursuant to which for a purchase price of $500,000, the Purchaser purchased $550,000 in principal amount of a 10% Original Issue Discount Senior Convertible Debenture (the “Debenture”) due 15 months following the date of issuance and an 18 month common stock purchase warrant (the “Warrant”) exercisable for up to 6,250,000 shares (subject to adjustment thereunder) of our common stock. Subject to earlier conversion or redemption, the Debenture is due on June 4, 2020 (the “Maturity Date”). At any time after June 4, 2019, the Debenture is convertible, in whole or in part, into shares of common stock (the “Conversion Shares”) at the option of the holder, at any time and from time to time (subject to a 4.99% beneficial ownership limitation). If, on the Maturity Date, the outstanding principal balance of the Debenture is $50,000 or less, the Debenture, including all accrued and unpaid interest then due thereon, is automatically convertible into common stock. Subject to adjustment, the per share conversion price for the Debenture on any conversion date is the lesser of (i) $0.1069 or (ii) 85% of the lowest single trading date volume weighted average price for our Common stock during the 5 trading days prior to the conversion date. No later than the earlier of (i) 2 trading days after our receipt of a notice of conversion and (ii) the number of trading days comprising the standard settlement period after our receipt of a notice of conversion, we are required to deliver Conversion Shares which, when permitted under applicable securities laws, will be delivered free of restrictive legends and trading restrictions. In the event that we fail to deliver Conversion Shares by the applicable delivery date, the holder may rescind such conversion until such time that the Conversion Shares are received by the holder. Our failure to timely deliver Conversion Shares subjects us to the payment of liquidated damages to the holder as well as buy-in liability under circumstances where the holder is required to purchase Common Stock in the open market in satisfaction of a sale by the holder of Conversion Shares which the holder was entitled to receive. We are required to reserve and keep available from our authorized and unissued shares of Common Stock a sufficient number of shares to cover conversions of the Debenture. The number and amount of Conversion Shares issuable upon conversion is subject to adjustment in the event of stock splits and stock dividends. The Debenture also provides for full ratchet anti-dilution price adjustments under circumstances where, during the term of the Debenture, we issue Common Stock or common stock equivalents, exclusive of certain exempt issuances, at prices below the then applicable Debenture conversion price. The Debenture further provides for adjustments in the event of certain rights offerings, pro rata distributions to shareholders and fundamental transactions. The Debenture is subject to optional redemption by us, for cash, in whole or in part, upon 20 trading days prior written notice by us but only in the event, unless waived by the holder, we satisfy certain equity conditions (as such term is defined in the Debenture) during such 20 trading day period. Penalty interest is payable by us if we fail to effect an optional redemption by the applicable optional redemption date. The Debenture subjects us to negative covenants while the Debenture is outstanding. On August 27, 2019, the Company entered into Amendment No. 1 to the Securities Purchase Agreement (the “First Amendment”) with Pride. Pursuant to the terms of the Amendment, Pride agreed to purchase an additional $220,000 in principal amount of 10% Original Issue Discount Senior Convertible Debenture for $200,000 in cash proceeds. As a result of this additional investment, the Company amended the currently outstanding 10% Original Issue Discount Senior Convertible Debenture that was issued to Pride on June 4, 2019 to increase the face value of the debenture from $550,000 to $770,000. No additional warrants were included in the amended agreement. On October 14, 2019 the Company entered into Amendment No. 2 to the Securities Purchase Agreement (the “Second Amendment”) with Pride. Pursuant to the terms of Amendment. Pride agreed to purchase an additional $330,000 in principal amount of 10% Original Issue Discount Senior Convertible Debenture for $300,000 in cash proceeds. As a result of this additional investment, the Company amended the currently outstanding 10% Original Issue Discount Senior Convertible Debenture that was issued to Pride on June 4, 2019 and amended on August 27, 2019 to increase the face value of the debenture from $770,000 to $1,100,000. Pursuant to the terms of the Second Amendment, the shares of common stock underlying the additional $330,000 in principal amount of 10% Original Issue Discount Senior Convertible Debenture (the “Additional Underlying Shares”) are not subject to the registration rights agreement entered into between the parties on June 4, 2019, but the Company has granted certain demand registration rights to Pride in connection with the Additional Underlying Shares. From July to August 2019, Pride converted $21,910 in principal into 427,500 shares of our common stock. The Company recognized $18,925 of interest expense related to the write-off of discounts related to the conversion amounts. During the year ended December 31, 2019, the Company recorded amortization of debt discount and original discount of $368,257, which is included in interest expense in our consolidated statements of operations. The following is a summary of the activity of the convertible notes payable and convertible debenture for the year ended December 31, 2019: Note Debenture Total Balance as of December 31, 2018 $ 34,065 $ - $ 34,065 Issuance of convertible debenture - principal amount - 1,100,000 1,100,000 Issuance of convertible debenture - debt discount and original issue discount - (1,100,000 ) (1,100,000 ) Amortization of debt discount and original issue discount - 368,257 368,257 Conversion to common stock, net of discount (34,065 ) (4,487 ) (38,552 ) Balance as of December 31, 2019 $ - $ 363,769 $ 363,769 The following comprises the balance of the convertible debenture outstanding at December 31, 2019: Principal amount outstanding $ 1,078,090 Less: Unamortized original issue discount (62,779 ) Less: Unamortized debt discount (651,542 ) $ 363,769 |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Note 6. Derivative Liability We evaluated the terms of the conversion features of the 2018 Note, Debenture and related debenture Warrant in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded. We value the conversion feature at origination of the notes using the Black-Scholes valuation model. We value the derivative liability at the end of each accounting period, and upon conversion of the underlying note or warrant, with the difference in value recognized as gain or loss included in other income (expense) in our consolidated statements of operations. 2018 Note We valued the conversion feature at origination of the 2018 Note at $55,118 with the following assumptions: dividend yield of zero, 1 year to maturity, risk free interest rate of 3.03% and annualized volatility of 298.8%. The entire value of the principal, $32,000, was assigned to the derivative liability and was recognized as a debt discount on the convertible note. The debt discount was recorded as reduction (contra-liability) to the 2018 Note and was being amortized over the initial term of the note. The balance of $23,118 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. During the year ended December 31, 2018, the Company became subject to a penalty assessment of $17,500 due to a loan covenant violation. Such amount has been expensed as additional interest. Additionally, the fair value of the derivative liability associated with the penalty amounted to $29,265 and has been recorded as additional interest expense. We recognized a $35,051 gain for the change in value of the derivative for the year ended December 31, 2018. Interest expense for the 2018 includes $52,383 of origination interest, amortization of debt discount of $33,779 and interest accrual of $5,352. In February 2019, the 2018 Note was converted into common stock and the remaining derivative liability balance of $42,104 was recorded to additional paid-in capital and change in fair value. Debenture and Warrant The original Debenture and Warrants, as well the First and Second Amendment, had conversion features that resulted in derivative liabilities. We valued the conversion features at each origination date with the following assumptions: Year Ended December 31, Year Ended December 31, 2019 Tranche 1 Tranche 2 Tranche 3 Warrants Risk-free interest rate 2.11 % 1.75 % 1.67 % 2.11 % Expected term (in years) 1.25 1.03 0.89 1.25 Expected volatility 312.4 % 303.70 % 326.88 % 312.4 % Expected dividend yield 0 % 0 % 0 % 0 % Exercise price of underlying common shares $ 0.09 $ 0.04 $ 0.04 $ 0.08 The entire value of the principal of the Debenture was assigned to the derivative liability and recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction (contra-liability) to the Debenture and is being amortized over the initial term. The balance of $570,038 was recognized as origination interest on the derivative liability and expensed on origination. The following is a summary of the activity of the derivative liability for the year ended December 31, 2019: Note / Debenture Warrants Total Balance as of December 31, 2018 $ 42,104 $ - $ 42,104 Conversion of convertible notes payable to common stock (737,813 ) (737,813 ) Initial fair value on issuance of convertible debenture 1,077,117 492,921 1,570,038 Common stock warrant exercises - (168,771 ) (168,771 ) Conversion of principal amount of debenture to common stock (24,137 ) - (24,137 ) Change in fair value of derivative liability 690,707 (260,249 ) 430,458 Balance as of December 31, 2019 $ 1,047,978 $ 63,901 $ 1,111,879 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7. Stockholders’ Equity On March 26, 2019, we filed a Certificate of Amendment to our Certificate of Incorporation to increase our authorized capitalization from 500,000,000 shares of common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share, to 1,000,000,000 shares of common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share. Common Stock 2019 Transactions On January 25, 2019, we entered into and closed a securities exchange under a Securities Exchange Agreement (the “Securities Exchange Agreement”) with LGBT Loyalty LLC (“LGBT Loyalty”) and Maxim Partners, LLC (“Maxim”), pursuant to which we acquired all of the membership interests of LGBT Loyalty, making LGBT Loyalty a wholly owned subsidiary of ours, in exchange for 120,959,996 shares (the “Shares”) of our restricted common stock and one share of our newly created Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Shares issued to Maxim represented, upon issuance, 49.99% of our then issued and outstanding shares of common stock. On March 29, 2019 an additional 8,598,578 shares were issued to Maxim for the conversion of the Series A Convertible Preferred Stock. LGBT Loyalty has no assets, liabilities nor operations at the exchange date, therefore, the value ascribed to the issued stock ($388,675) has been charged to operations as expenses of the merger. In February 2019, we issued an aggregate of 750,000 shares of common stock to a consultant in accordance with a service contract that provided for a 250,000 share stock grant for services performed of $7,500, as well as the exercise of 500,000 stock options in exchange for the cancellation of $5,000 then outstanding accounts payable due to the consultant for prior services. In March 2019, we issued an aggregate of 8,600,298 shares of our common stock pursuant to the automatic exercise of warrants issued to two current and prior company officers. The warrants were issued in exchange for the cancellation of an aggregate of $348,312 of salary and interest accruals through December 31, 2018. During the year ended December 31, 2019, we issued an aggregate of 26,586,234 shares of our common stock to two lenders pursuant to note conversions. Additionally, we issued 427,500 shares to Pride pursuant to debenture conversions. Refer to Note 5 above. During the year ended December 31, 2019, we issued an aggregate of 5,000,000 shares of common stock to five unrelated individuals in accordance with their appointment as directors of the Company. During the year ended December 31, 2019, we issued an aggregate of 4,365,000 shares of common stock to Pride pursuant to warrant exercises. Refer to Note 8. During the year ended December 31, 2019, we issued an aggregate of 38,287 shares and 1,465,949 shares of common stock to two Series B Preferred Stock investors for accrued dividends and conversion of 50,000 shares of the Series B Preferred Stock. 2018 Transactions During the 2018 we issued 5,250,000 shares of common stock for services of four unrelated entities. The shares were valued at the respective trading prices of our common stock on the dates the issuances were approved by our Board of Directors. During the year ended December 31, 2018 three unrelated third parties purchased an aggregate of 11,000,000 shares of common stock for $55,000 cash at $.005 per share. One of the parties made a loan to the company in the amount of $10,000. The loan provided for a stock grant of 750,000 shares of common stock. Also, as described in Note 6, the company issued 7,082,818 shares of common stock pursuant to a debt-to-equity conversion. Also, as described in Note 5, the company issued 10,946,688 shares of common stock pursuant to the exercise of stock options. Series B Convertible Preferred Stock On April 3, 2019 we filed a Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock with the Delaware Secretary of State to create a new class of preferred stock, $0.001 par value per share, designated Series B Convertible Preferred Stock (“Series B Preferred Stock”) and authorized the issuance of up to 1,500,000 shares of Series B Preferred Stock. The Series B Preferred Stock has no voting, liquidation or other rights other than the right to receive dividends and to convert into common stock. The stated value of each share of Series B Convertible Preferred Stock for purposes of conversions and dividends is $1.15 (the “Conversion/Dividend Stated Value”). The stated value of each share of Series B Convertible Preferred for purposes of redemptions is $1.35 (the “Redemption Stated Value”). On April 3, 2019 we received an aggregate of $125,000 from the issuance of 125,000 shares of the Series B Convertible Preferred Stock. Each $25,000 of the preferred stock is convertible into $28,750 worth of common stock. The discount between the $28,750 and $25,000 for each $25,000 investment has been recognized and amortized. Additionally, the Preferred Stock contains a Beneficial Conversion Feature (BCF) that has been recognized. The BCF is the difference between the conversion price and the market price at inception multiplied by the number of common shares into which the Preferred Stock is convertible. The BCF is also treated as a discount on the Preferred Stock, which is amortized over the life of the instrument. Amortization of the discount will continue through April 3, 2021 and amounted to $36,412 for the year ended December 31, 2019. Subject to earlier conversion or redemption, the Series B Preferred Stock will automatically convert into fully paid and non-accessible shares of our common stock 24 months following the date of issuance of such Series B Preferred Stock without any action or payment required on the part of the holder of the Series B Convertible Preferred Stock. Subject to a floor price limitation of $0.03 per share, the automatic conversion price to which the Conversion/Dividend Stated Value will be applied will be the lower of (i) $0.10 per share of common stock; or (ii) a 20% discount to the lowest volume weighted average price (“VWAP”) for our common stock on our principal trading market during the five (5) trading days immediately prior to the automatic conversion date. In September 2019, a Series B investor converted 25,000 shares of Series B Preferred Stock for 734,918 shares of common stock. In October 2019, a Series B investor converted 25,000 shares of Series B Preferred Stock for 731,031 shares of common stock. During the year ended December 31, 2019, we issued an aggregate of 38,287 shares for Series B dividends. As of December 31, 2019, we had $7,762 in remaining accrued Series B dividends. Series C Convertible Preferred Stock On June 3, 2019 we filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C COD”) with the Delaware Secretary of State to create a new class of preferred stock, $0.001 par value per share, designated Series C Convertible Preferred Stock (“Series C Preferred Stock”) and authorized the issuance of up to 129,559 shares of Series C Preferred Stock. On the Closing Date, all of the 129,559 shares of Series C Preferred Stock were issued to Pride, the assignee of Maxim. On June 4, 2019 we entered into a Securities Exchange Agreement with Maxim (the “Holder”) pursuant to which the Holder exchanged 129,558,574 shares of Common Stock for 129,559 shares (the “Exchange Shares”) of our Series C Preferred Stock (the “Share Exchange”). At the request of the Holder, the Exchange Shares were issued to Holder’s assignee. The Series C Preferred Stock has no voting or other rights other than the right to receive dividends on a pari passu basis with holders of our Common Stock, the right to receive assets in the event of liquidation, dissolution or winding up on a pari passu basis with holders of our Common Stock and the right to convert into common stock. The stated value of each share of Series C Convertible Preferred for purposes of conversions is $1,000 (the “Stated Value”). Each share of Series C Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof, into that number of shares of Common Stock (subject in each case to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Series C Preferred Stock conversion price of $1.00 per share. Consequently, each Share of Series C Preferred Stock is presently convertible into 1,000 shares of Common Stock. Deferred Officer Compensation We recorded $195,054 and $195,956 of amortization of deferred officer compensation during the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, all deferred officer compensation had been fully amortized. |
Options and Warrants
Options and Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Options and Warrants | Note 8. Options and Warrants Options The following is a summary of stock options issued pursuant to the 2012 Equity Incentive Plan: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Instrinsic Value Outstanding as of January 1, 2018 17,246,688 $ 0.0056 3.4 $ - Granted - - - - Exercised (10,946,688 ) 0.01 - - Forfeited - - - - Outstanding as of December 31, 2018 6,300,000 $ 0.0049 2.4 $ - Granted - - - - Exercised (500,000 ) 0.01 - - Forfeited - - - - Outstanding as of December 31, 2019 5,800,000 $ 0.00 1.5 $ - Exerciseable as of December 31, 2019 5,800,000 $ 0.0045 1.5 $ - There was no stock based compensation expense for options for the years ended December 31, 2019 and 2018. There will be no additional compensation expense recognized in future periods. Warrants On January 25, 2019 we issued warrants to two Company executives in exchange for the cancellation of an aggregate of $348,312 of salary and interest accruals through December 31, 2018. The warrants were fully exercised as described in Note 7 above. On June 4, 2019 we issued a warrant to Pride to purchase an aggregate of 6,250,000 shares of our common stock. The warrant is exercisable through December 4, 2020. The exercise price per share of common stock under this warrant shall be the lesser of (i) $0.0855, or (ii) 75% of the lowest single trading day closing price during the five trading days prior to the exercise date. During the year ended December 31, 2019, Pride exercise an aggregate of 4,365,000 shares of common stock pursuant to the exercise provisions of the warrant. The Company received total proceeds of $137,524 a result of the warrant exercises. On December 13, 2019, we issued warrants to board members to purchase an aggregate of 7,000,000 shares of our common stock. The exercise price per share of common stock is $0.03 and the warrants were exercisable immediately. The following is a summary of the warrant activity for the year ended December 31, 2019: Warrants Weighted Outstanding as of December 31, 2018 - $ - Granted 21,850,298 0.05 Exercised (12,965,298 ) 0.05 Forfeited - - Outstanding as of December 31, 2019 8,885,000 $ 0.04 The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of warrants granted: Year Ended December 31, 2019 2018 Risk-free interest rate 2.07 % n/a Expected term (in years) 0.9 n/a Expected volatility 410.1 % n/a Expected dividend yield 0 % n/a Fair value per warrant $ 0.04 n/a |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9. Related Party Transactions Parties, which can be a corporation or an individual, are considered to be related if we have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Advances due to Related Party Amounts due to related party represent cash paid on our behalf by an officer, director and shareholders of the Company. The cash advances are non-interest bearing, short term in nature and due on demand. The balance of our cash advances at December 31, 2019 and December 31, 2018 was $0 and $10,974, respectively. Notes Payable to Related Party Notes payable to related parties at December 31, 2019 and 2018 totaled $17,885 with a 2% annual interest rate. Currently the Company has defaulted on all of their related party loan obligations. Forbearance has been granted by the related parties on all loans. Accrued Salaries In March 2019, we issued an aggregate of 8,600,298 shares of our common stock pursuant to the automatic exercise of warrants issued to two current and prior company officers. The warrants were issued in exchange for the cancellation of an aggregate of $348,312 of salary and interest accruals through December 31, 2018. As of December 31, 2019, accrued salaries to our company officers and executive director totaled $91,352 and is included in accrued salaries and consulting fees in our consolidated balance sheets. Board of Directors In 2019, we began the accrual of director’s fees for five individuals at the rate of $25,000 per annum. Four of the directors have agreed to receive their fee payments in shares of the Company’s common stock with the number of shares to be issued based on the 5-day average trading price of the stock at the end of each month. As of December 31, 2019, an aggregate of 1,358,382 shares of common stock are issuable pursuant to the monthly fees under the director compensation agreements. In December 2019, the Company issued an aggregate of 7,000,000 warrants to purchase common stock to the board of directors, and recognized $170,734 in compensation expense. Total accrued directors’ compensation of $80,000 at December 31, 2019 is included in accrued salaries and consulting fees on our consolidated balance sheets. A board member is the co-founder and president of ProcureAM, LLC, the fund advisor for the Fund. As of December 31, 2019, we have $100,000 included as other receivables of on our consolidated balance sheet, which represents amounts held in escrow at the Fund’s custodian. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed a review of the accounting for the effects of the Act during the quarter ended December 31, 2017. The Company’s financial statements for the year ended December 31, 2017 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 34% to 21% as well as other changes. Income tax provision (benefit) for the years ended December 31, 2019 and 2018, is summarized below: Year Ended December 31, 2019 2018 Current income tax provision: Federal $ - $ - State - - Total current income tax provision - - Deferred income tax benefit: Federal (497,200 ) (130,000 ) State (130,200 ) (34,100 ) Total deferred income tax benefit (627,400 ) (164,100 ) Change in deferred tax asset valuation allowance 627,400 164,100 Total provision for income taxes $ - $ - The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences as of December 31, 2019 and 2018 are as follows: Year Ended December 31, 2019 2018 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 5.5 5.5 Change in deferred tax asset valuation allowance (26.5 ) (26.5 ) Effective income tax rate - % - % Components of the net deferred income tax assets at December 31, 2019 and 2018 were as follows: December 31, 2019 2018 Net operating loss carryforwards $ 1,155,600 $ 528,200 Valuation allowance (1,155,600 ) (528,200 ) Net deferred tax assets $ - $ - In accordance with ASC 740, at December 31, 2019 we determined that a valuation allowance should be recognized against deferred tax assets because, based on the weight of available evidence, it is more likely than not (i.e., greater than 50% probability) that some portion or all of the deferred tax asset will not be realized in the future. We recognized a reserve of 100% of the amounts of the deferred tax benefit in the amount of $1,155,600. As of December 31, 2019, we had cumulative net operating loss carry forwards of approximately $4,725,000 which expire from 2033 through 2039. There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2010 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the consolidated statement of operations. There have been no income tax related interest or penalties assessed or recorded. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Employment Agreements On December 19, 2017 we entered into an Employment Services Agreements with our Chief Executive Officer and our President and an Executive Management Consulting Agreement with our former Chief Executive Officer. The Agreements have a two-year term and are subject to automatic renewal for successive periods of one year unless either we or the counterparties give the other written notice of intention to not renew at least 30 days prior to the end of the existing term. The Agreements with our current and former Chief Executive Officers provide for base compensation of $150,000. We also have a separate Agreement with our President that provides for a base annual salary of $24,000. In the event any of the payments are not made within 30 days of the due date, they accrue interest at the rate of 10% per annum. Each of the foregoing Agreements contain customary termination provisions including terminations with or without cause, for good reason or voluntarily, non-competition and non-solicitation provisions, and an inventions and patents provision which provides that all the work produced by the counterparties, which is created, designed, conceived or developed by them in the course of their employment under the Agreements belong to us. Effective January 1, 2018, the Agreements were modified to remove the conversion right provisions. On February 15, 2019 the Executive Management Consulting Agreement with our former Chief Executive Officer was terminated by mutual agreement. Contingencies The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events On January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which the Company operates. In particular, the economic downturn and volatility in the financial markets has caused severe disruptions in the Company’s operating and financing activities, including travel restrictions and limited support from staff and professional advisors. In January 2020, we entered into an unsecured promissory note for a principal sum of $50,000 The Company received proceeds of $47,500. The note was due February 5, 2020 and is currently in default. On February 12, 2020, we entered into a Securities Purchase Agreement (the “SPA”) with an unrelated entity (the “Purchaser”). Pursuant to the terms of the SPA, the Purchaser agreed to purchase from the Company, for a purchase price of $105,000, a 10% Convertible Note (the “Note”) in the principal amount of $115,500. The Note matures and becomes due and payable on November 11, 2020 and accrues interest at a rate of 10% per annum (increasing to 24% upon an event of default) while the Note remains outstanding. The Note, plus all accrued but unpaid interest and other amounts due on the Note, may be prepaid, at varying amounts, prior to the maturity date. The Note is convertible into shares of the Company’s common stock t any time at a conversion price (the “Conversion Price”) equal to the lower of: (i) the lowest closing price of the Common Stock during the preceding twenty (20) trading day period ending on the latest complete trading day prior to the issuance date of the Note (the “Closing Price”), (ii) $0.04, or (iii) 60% of the lowest traded price for the Common Stock on the principal market on which the Common Stock is then trading during the twenty (20) consecutive trading days on which at least 100 shares of Common Stock were traded including and immediately preceding the date of conversion. The conversion price is subject to customary adjustments. The conversion price is not subject to a floor. On March 10, 2020, we entered into a Securities Purchase Agreement (the “SPA”) with an unrelated entity. Pursuant to the terms of the SPA, the Purchaser agreed to purchase from the Company, for a purchase price of $75,000, a 10% Convertible Note (the “Note”) in the principal amount of $85,800. The Note matures and becomes due and payable on March 10, 2021 and accrues interest at a rate of 10% per annum (increasing to 22% upon an event of default) while the Note remains outstanding. The Note, plus all accrued but unpaid interest and other amounts due on the Note, may be prepaid, at varying amounts, at any time prior to the maturity date. The Note is convertible into shares of the Company’s common stock at any time at a conversion price (the “Conversion Price”), which shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments by the Company relating to the Company’ securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The conversion price is subject to customary adjustments. The conversion price is not subject to a floor. On March 10, 2020, the Board of Directors appointed Durwood Orlando Reece to the position of, and Mr. Reece agreed to serve as, a director of the Company. Mr. Reese was appointed to fill a vacancy on the Board left as a result of the voluntary resignation of LZ Granderson who resigned from his position as a director of the Company on March 10, 2020 (such resignation was not the result of any disagreement with the Company). In connection with Mr. Reece’s appointment to the Board, the Board agreed to issue 1,000,000 shares of the Company’s common stock to Mr. Reece. In April 2020, a Series B investor converted 25,000 shares of Series B Preferred Stock for 958,333 shares of common stock. Management has evaluated all activity and concluded that no subsequent events have occurred that would require recognition in these financial statements or disclosure in the notes to these financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”), which contemplates our continuation as a going concern. We have incurred losses to date of $9,077,614 and have negative working capital. To date we have funded our operations through advances from a related party, issuance of convertible debt, and the sale of our common stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, LifeApps Inc., Sports One Group Inc. and Loyalty Preference Index, Inc., which was formed on July 24, 2019. All material inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates. |
Reclassifications | Reclassifications The Company has reclassified certain previously reported amounts in its consolidated financial statements. Accordingly, prior year amounts were reclassified to conform to the current year presentation. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At December 31, 2019 and 2018, all of the Company’s cash and cash equivalents were held at one accredited financial institution. |
Financial Instruments | Financial Instruments The estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximated fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights and derivative liabilities. Our financial instruments consist of cash, other current assets, accounts payables, accruals, and notes payable. The carrying values of these instruments approximate fair value because of the short-term maturities. The Company’s restricted cash is based on Level 1 inputs. The fair value of the Company’s convertible debentures and promissory notes approximates their carrying values as the underlying imputed interest rates approximates the estimated current market rate for similar instruments. The derivative is a measured as Level 3 instrument due to the various inputs which requires significant management judgment. Refer to Note 6 for detail. The following table is a summary of our financial instruments measured at fair value: Fair Value Measurements as of December 31, 2019 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 1,111,879 $ 1,111,879 $ - $ - $ 1,111,879 $ 1,111,879 Fair Value Measurements as of December 31, 2018 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 42,104 $ 42,104 $ - $ - $ 42,104 $ 42,104 |
Other Receivables - Related Party | Other Receivables – Related Party Other receivables represent amounts held in escrow at the Fund’s custodian. The Company expects to retrieve the funds upon commencement of the Fund’s operations. |
Intangibles | Intangibles Intangibles, which include website development costs, databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 350 Intangibles – Goodwill and Other |
Website and Software Development Costs | Website and Software Development Costs Website and software costs are eligible for capitalization under ASC 350-50 and ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed. These amounts are included in the consolidated balance sheets. Amortization of these costs will begin when the website becomes active. |
Fixed Assets | Fixed Assets Fixed assets consist of furniture and equipment and are stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives used for financial statement purposes 3 years. |
Derivative Financial Instruments | Derivative Financial Instruments The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has a sequencing policy regarding share settlement wherein instruments with a fixed conversion price or floor would be settled first, and interest payable in shares settle next. Thereafter, share settlement order is based on instrument issuance date – earlier dated instruments settling before later dated. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. The policy includes all shares issuable pursuant to debenture and preferred stock instruments as well as shares issuable under service and employment contracts and interest on short term loans. |
Revenue Recognition | Revenue Recognition ASC Topic 606, “ Revenue from Contracts with Customers” Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Revenue was derived primarily from the sale of sports and fitness apparel and equipment. |
Rent Expense | Rent Expense We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 842, Leases (“ASC 842”). Our membership agreement for shared office space expires on May 31, 2020. Rent expense was $31,572 and $255 for the years ended December 31, 2019 and 2018, respectively. We adopted ASC 842 on its effective date of January 1, 2019. The adoption did not have any effect on our consolidated financial statements. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation The Company measures compensation expense for its non-employee stock-based compensation under ASC 505, Equity |
Income Taxes | Income Taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the years ended December 31, 2019 and 2018 we did not have any interest, penalties or any significant unrecognized uncertain tax positions. |
Earnings Per share | Earnings per Share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share Year Ended December 31, 2019 2018 Stock options outstanding 5,800,000 6,300,000 Warrants 8,885,000 - Shares to be issued upon conversion of notes 47,170,778 26,586,234 61,855,778 32,886,234 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740)(“ASU 2019-12”) In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841) In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Financial Instruments at Fair Value | The following table is a summary of our financial instruments measured at fair value: Fair Value Measurements as of December 31, 2019 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 1,111,879 $ 1,111,879 $ - $ - $ 1,111,879 $ 1,111,879 Fair Value Measurements as of December 31, 2018 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 42,104 $ 42,104 $ - $ - $ 42,104 $ 42,104 |
Schedule of Antidilutive Securities Excluded from Diluted Net Loss | For the years ended December 31, 2019 and 2018, the following number of potentially dilutive shares have been excluded from diluted net loss since such inclusion would be anti-dilutive: Year Ended December 31, 2019 2018 Stock options outstanding 5,800,000 6,300,000 Warrants 8,885,000 - Shares to be issued upon conversion of notes 47,170,778 26,586,234 61,855,778 32,886,234 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | At December 31, 2019 and 2018, intangible assets consist of the following: December 31, 2019 2018 Index development and website costs 77,375 - Internet domain names - 58,641 Website and databases - 56,050 Customer lists - 4,500 77,375 119,191 Less: accumulated amortization (4,299 ) (119,191 ) $ 73,076 $ - |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Activity of Convertible Notes Payable and Convertible Debenture | The following is a summary of the activity of the convertible notes payable and convertible debenture for the year ended December 31, 2019: Note Debenture Total Balance as of December 31, 2018 $ 34,065 $ - $ 34,065 Issuance of convertible debenture - principal amount - 1,100,000 1,100,000 Issuance of convertible debenture - debt discount and original issue discount - (1,100,000 ) (1,100,000 ) Amortization of debt discount and original issue discount - 368,257 368,257 Conversion to common stock, net of discount (34,065 ) (4,487 ) (38,552 ) Balance as of December 31, 2019 $ - $ 363,769 $ 363,769 |
Shedule of Balance Convertible Debenture Outstanding | The following comprises the balance of the convertible debenture outstanding at December 31, 2019: Principal amount outstanding $ 1,078,090 Less: Unamortized original issue discount (62,779 ) Less: Unamortized debt discount (651,542 ) $ 363,769 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Schedule of Conversion Feature of Derivative Liability | We valued the conversion features at each origination date with the following assumptions: Year Ended December 31, Year Ended December 31, 2019 Tranche 1 Tranche 2 Tranche 3 Warrants Risk-free interest rate 2.11 % 1.75 % 1.67 % 2.11 % Expected term (in years) 1.25 1.03 0.89 1.25 Expected volatility 312.4 % 303.70 % 326.88 % 312.4 % Expected dividend yield 0 % 0 % 0 % 0 % Exercise price of underlying common shares $ 0.09 $ 0.04 $ 0.04 $ 0.08 |
Summary of Activity of Derivative Liability | The following is a summary of the activity of the derivative liability for the year ended December 31, 2019: Note / Debenture Warrants Total Balance as of December 31, 2018 $ 42,104 $ - $ 42,104 Conversion of convertible notes payable to common stock (737,813 ) (737,813 ) Initial fair value on issuance of convertible debenture 1,077,117 492,921 1,570,038 Common stock warrant exercises - (168,771 ) (168,771 ) Conversion of principal amount of debenture to common stock (24,137 ) - (24,137 ) Change in fair value of derivative liability 690,707 (260,249 ) 430,458 Balance as of December 31, 2019 $ 1,047,978 $ 63,901 $ 1,111,879 |
Options and Warrants (Tables)
Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options | The following is a summary of stock options issued pursuant to the 2012 Equity Incentive Plan: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Instrinsic Value Outstanding as of January 1, 2018 17,246,688 $ 0.0056 3.4 $ - Granted - - - - Exercised (10,946,688 ) 0.01 - - Forfeited - - - - Outstanding as of December 31, 2018 6,300,000 $ 0.0049 2.4 $ - Granted - - - - Exercised (500,000 ) 0.01 - - Forfeited - - - - Outstanding as of December 31, 2019 5,800,000 $ 0.00 1.5 $ - Exerciseable as of December 31, 2019 5,800,000 $ 0.0045 1.5 $ - |
Summary of Warrant Activity | The following is a summary of the warrant activity for the year ended December 31, 2019: Warrants Weighted Outstanding as of December 31, 2018 - $ - Granted 21,850,298 0.05 Exercised (12,965,298 ) 0.05 Forfeited - - Outstanding as of December 31, 2019 8,885,000 $ 0.04 |
Schedule of Weighted Average Basis Assumption of Grant Date Fair Value of Warrants Granted | The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of warrants granted: Year Ended December 31, 2019 2018 Risk-free interest rate 2.07 % n/a Expected term (in years) 0.9 n/a Expected volatility 410.1 % n/a Expected dividend yield 0 % n/a Fair value per warrant $ 0.04 n/a |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision Benefit | Income tax provision (benefit) for the years ended December 31, 2019 and 2018, is summarized below: Year Ended December 31, 2019 2018 Current income tax provision: Federal $ - $ - State - - Total current income tax provision - - Deferred income tax benefit: Federal (497,200 ) (130,000 ) State (130,200 ) (34,100 ) Total deferred income tax benefit (627,400 ) (164,100 ) Change in deferred tax asset valuation allowance 627,400 164,100 Total provision for income taxes $ - $ - |
Schedule of Sources and Tax Effects | The sources and tax effects of the differences as of December 31, 2019 and 2018 are as follows: Year Ended December 31, 2019 2018 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 5.5 5.5 Change in deferred tax asset valuation allowance (26.5 ) (26.5 ) Effective income tax rate - % - % |
Schedule of Components of Deferred Income Tax Assets | Components of the net deferred income tax assets at December 31, 2019 and 2018 were as follows: December 31, 2019 2018 Net operating loss carryforwards $ 1,155,600 $ 528,200 Valuation allowance (1,155,600 ) (528,200 ) Net deferred tax assets $ - $ - |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Working Capital | $ (9,077,614) | |
Intangible assets, expected useful life | 3 years | |
Fixed assets, estimated useful life | 3 years | |
Lease expiry date | May 31, 2020 | |
Rent expense | $ 31,572 | $ 255 |
Income tax examination likelihood description | Greater than 50% likelihood | |
Interest, penalties or unreconized uncertain tax positions | ||
Minimum [Member] | ||
Intangible assets, expected useful life | 3 years | |
Maximum [Member] | ||
Intangible assets, expected useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Financial Instruments at Fair Value (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative liability on convertible notes payable | $ 1,111,879 | $ 42,104 |
Derivatice instruments at fair value | 1,111,879 | 42,104 |
Level 1 [Member] | ||
Derivative liability on convertible notes payable | ||
Derivatice instruments at fair value | ||
Level 2 [Member] | ||
Derivative liability on convertible notes payable | ||
Derivatice instruments at fair value | ||
Level 3 [Member] | ||
Derivative liability on convertible notes payable | 1,111,879 | 42,104 |
Derivatice instruments at fair value | $ 1,111,879 | $ 42,104 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Diluted Net Loss (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total | 61,855,778 | 32,886,234 |
Warrant [Member] | ||
Total | 5,800,000 | 6,300,000 |
Stock Options Outstanding [Member] | ||
Total | 8,885,000 | |
Shares to be Issued Upon Conversion of Notes [Member] | ||
Total | 47,170,778 | 26,586,234 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, expected useful life | 3 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible Assets gross | $ 77,375 | $ 119,191 |
Less accumulated amortization | (4,299) | (119,191) |
Intangible Assets, net | 73,076 | |
Index development and Website Costs [Member] | ||
Intangible Assets gross | 77,375 | |
Internet Domain Names [Member] | ||
Intangible Assets gross | 58,641 | |
Website and Databases [Member] | ||
Intangible Assets gross | 56,050 | |
Customer Lists [Member] | ||
Intangible Assets gross | $ 4,500 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 07, 2019 | Dec. 19, 2017 | |
Debt instrument interest rate | 2.00% | 2.00% | 10.00% | |
Debt converted into shares, value | $ 38,552 | |||
Conversion price per share | $ 0.08 | |||
Debt instrument, interest expense | $ 52,383 | |||
Investor [Member] | ||||
Note payable outsanding | 15,000 | |||
Lender [Member] | ||||
Debt converted into shares, value | $ 15,000 | |||
Debt converted into shares | 187,500 | |||
Bridge loans | $ 87,500 | |||
Debt instrument, interest expense | 18,300 | |||
Lender [Member] | Common Stock to be Issued [Member] | ||||
Debt instrument, interest expense | 15,800 | |||
Note Payable [Member] | ||||
Note payable outsanding | $ 7,986 | $ 18,000 | ||
Debt instrument interest rate | 2.00% | 2.00% | ||
Repaid note | $ 10,014 | |||
Interest Paid [Member] | Lender [Member] | ||||
Debt instrument, interest expense | 2,500 | |||
Promissory Note [Member] | Pride Partners LLC [Member] | ||||
Note payable outsanding | $ 75,000 | |||
Debt instrument interest rate | 10.00% | |||
Debt maturity date | Jun. 20, 2020 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Jun. 04, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Sep. 20, 2018USD ($)shares | Mar. 06, 2018USD ($)Trading | Aug. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Oct. 14, 2019USD ($) | Aug. 27, 2019USD ($) | Mar. 07, 2019$ / shares | Feb. 28, 2019USD ($)$ / shares | Dec. 19, 2017 |
Convertible notes payable | $ 34,065 | $ 363,769 | $ 34,065 | |||||||||
Original issue discount | $ 651,542 | |||||||||||
Debt interest rate | 2.00% | 2.00% | 2.00% | 10.00% | ||||||||
Debt principal amount | $ 1,078,090 | |||||||||||
Debt converted into shares, value | 38,552 | |||||||||||
Conversion price per share | $ / shares | $ 0.08 | |||||||||||
Debt instrument, interest expense | $ 52,383 | |||||||||||
Amortization of debt discount and original discount | 368,257 | |||||||||||
Lender [Member] | ||||||||||||
Debt converted into shares | shares | 187,500 | |||||||||||
Debt converted into shares, value | $ 15,000 | |||||||||||
Debt instrument, interest expense | $ 18,300 | |||||||||||
Loan Agreement [Member] | Lender [Member] | ||||||||||||
Debt principal amount | $ 8,000 | $ 8,000 | $ 8,000 | |||||||||
Debt converted into shares | shares | 5,305,040 | 1,777,778 | ||||||||||
Debt converted into shares, value | $ 7,583 | $ 10,375 | ||||||||||
Securities Purchase Agreement [Member] | Pride Partners LLC [Member] | ||||||||||||
Debt instrument purchase price | $ 500,000 | |||||||||||
Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | ||||||||||||
Debt principal amount | $ 330,000 | $ 1,100,000 | ||||||||||
Debt converted into shares | shares | 427,500 | |||||||||||
Debt converted into shares, value | $ 21,910 | |||||||||||
Debt instrument purchase price | $ 300,000 | |||||||||||
Original issue discount rate, percentage | 10.00% | 10.00% | ||||||||||
Debt instrument, interest expense | $ 18,925 | |||||||||||
2018 Note [Member] | ||||||||||||
Convertible notes payable | $ 32,000 | $ 35,000 | ||||||||||
Debt term | 1 year | |||||||||||
Original issue discount | $ 3,000 | |||||||||||
Debt interest rate | 12.00% | |||||||||||
Debt conversion percentage | 58.00% | |||||||||||
Debt conversion trading days | Trading | 15 | |||||||||||
Debt principal amount | 19,000 | |||||||||||
Debt converted into shares | shares | 26,398,734 | |||||||||||
Accrued interest | $ 4,255 | |||||||||||
Conversion price per share | $ / shares | $ 0.0015 | |||||||||||
10% Original Issue Discount Senior Convertible Debenture [Member] | Pride Partners LLC [Member] | ||||||||||||
Debt principal amount | $ 770,000 | |||||||||||
10% Original Issue Discount Senior Convertible Debenture [Member] | Securities Purchase Agreement [Member] | Pride Partners LLC [Member] | ||||||||||||
Debt term | 15 months | |||||||||||
Debt principal amount | $ 550,000 | |||||||||||
Original issue discount rate, percentage | 10.00% | |||||||||||
Common stock purchase warrant exercisable shares | shares | 6,250,000 | |||||||||||
Debt maturity date | Jun. 4, 2020 | |||||||||||
Debt instrument description | At any time after June 4, 2019, the Debenture is convertible, in whole or in part, into shares of common stock (the "Conversion Shares") at the option of the holder, at any time and from time to time (subject to a 4.99% beneficial ownership limitation). If, on the Maturity Date, the outstanding principal balance of the Debenture is $50,000 or less, the Debenture, including all accrued and unpaid interest then due thereon, is automatically convertible into common stock. Subject to adjustment, the per share conversion price for the Debenture on any conversion date is the lesser of (i) $0.1069 or (ii) 85% of the lowest single trading date volume weighted average price for our Common stock during the 5 trading days prior to the conversion date. | |||||||||||
10% Original Issue Discount Senior Convertible Debenture [Member] | Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | ||||||||||||
Debt principal amount | 220,000 | |||||||||||
Debt instrument purchase price | $ 200,000 | |||||||||||
Original issue discount rate, percentage | 10.00% |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of Activity of Convertible Notes Payable and Convertible Debenture (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance as of December 31, 2018 | $ 34,065 | |
Issunce of Convertible debenture - principal amount | 1,100,000 | |
Issuance of convertible debenture - debt discount and original issue discount | (1,100,000) | |
Amortization of debt discount and original issue discount | 368,257 | |
Conversion to common stock, net of discount | (38,552) | |
Balance as of December 31, 2019 | 363,769 | 34,065 |
Note [Member] | ||
Balance as of December 31, 2018 | 34,065 | |
Issunce of Convertible debenture - principal amount | ||
Issuance of convertible debenture - debt discount and original issue discount | ||
Amortization of debt discount and original issue discount | ||
Conversion to common stock, net of discount | (34,065) | |
Balance as of December 31, 2019 | 34,065 | |
Debenture [Member] | ||
Balance as of December 31, 2018 | ||
Issunce of Convertible debenture - principal amount | 1,100,000 | |
Issuance of convertible debenture - debt discount and original issue discount | (1,100,000) | |
Amortization of debt discount and original issue discount | 368,257 | |
Conversion to common stock, net of discount | (4,487) | |
Balance as of December 31, 2019 | $ 363,769 |
Convertible Notes Payable - She
Convertible Notes Payable - Shedule of Balance Convertible Debenture Outstanding (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Principal amount outstanding | $ 1,078,090 | |
Less: Unamortized original issue discount | (62,779) | |
Less: Unamortized debt discount | (651,542) | |
Convertible note payable, net of debt discount | $ 363,769 | $ 34,065 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Feb. 28, 2019USD ($) | |
Derivative liability | $ 1,111,879 | $ 42,104 | |
Change in value of the derivative | $ (430,458) | 35,051 | |
Debt instrument, interest expense | 52,383 | ||
Amortization of debt discount | 33,779 | ||
Debt interest accrual | 5,352 | ||
Origination interest on derivative liability and expensed on origination | 570,038 | ||
Dividend Yield [Member] | |||
Debt measurement input percentage | 0 | ||
Risk Free Interest Rate [Member] | |||
Debt measurement input percentage | 2.11 | ||
Volatility [Member] | |||
Debt measurement input percentage | 312.4 | ||
2018 Note [Member] | |||
Debt conversion feature | $ 55,118 | ||
Derivative liability | 32,000 | 17,500 | $ 42,104 |
Derivative liability recognized | $ 23,118 | $ 29,265 | |
2018 Note [Member] | Dividend Yield [Member] | |||
Debt measurement input term | 1 year | ||
2018 Note [Member] | Risk Free Interest Rate [Member] | |||
Debt measurement input percentage | 3.03 | ||
2018 Note [Member] | Volatility [Member] | |||
Debt measurement input percentage | 298.8 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Conversion Feature of Derivative Liability (Details) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Risk Free Interest Rate [Member] | |
Debt measurement input percentage | 2.11 |
Risk Free Interest Rate [Member] | Tranche 1 [Member] | |
Debt measurement input percentage | 2.11 |
Risk Free Interest Rate [Member] | Tranche 2 [Member] | |
Debt measurement input percentage | 1.75 |
Risk Free Interest Rate [Member] | Tranche 3 [Member] | |
Debt measurement input percentage | 1.67 |
Expected Term [Member] | |
Debt measurement input term | 1 year 2 months 30 days |
Expected Term [Member] | Tranche 1 [Member] | |
Debt measurement input term | 1 year 2 months 30 days |
Expected Term [Member] | Tranche 2 [Member] | |
Debt measurement input term | 1 year 11 days |
Expected Term [Member] | Tranche 3 [Member] | |
Debt measurement input term | 10 months 21 days |
Volatility [Member] | |
Debt measurement input percentage | 312.4 |
Volatility [Member] | Tranche 1 [Member] | |
Debt measurement input percentage | 312.4 |
Volatility [Member] | Tranche 2 [Member] | |
Debt measurement input percentage | 303.70 |
Volatility [Member] | Tranche 3 [Member] | |
Debt measurement input percentage | 326.88 |
Dividend Yield [Member] | |
Debt measurement input percentage | 0 |
Dividend Yield [Member] | Tranche 1 [Member] | |
Debt measurement input percentage | 0 |
Dividend Yield [Member] | Tranche 2 [Member] | |
Debt measurement input percentage | 0 |
Dividend Yield [Member] | Tranche 3 [Member] | |
Debt measurement input percentage | 0 |
Exercise Price of Underlying Common Shares [Member] | Tranche 1 [Member] | |
Debt measurement input percentage | 0.09 |
Exercise Price of Underlying Common Shares [Member] | Tranche 2 [Member] | |
Debt measurement input percentage | 0.04 |
Exercise Price of Underlying Common Shares [Member] | Tranche 3 [Member] | |
Debt measurement input percentage | 0.04 |
Fair Value Per Warrant [Member] | |
Debt measurement input percentage | 0.08 |
Derivative Liability- Summary o
Derivative Liability- Summary of Activity of Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance as of December 31, 2018 | $ 42,104 | |
Conversion of convertible notes payable to common stock | (737,813) | |
Initial fair value on issuance of convertible debenture | 1,570,038 | |
Common stock warrant exercises | (168,771) | |
Conversion of principal amount of debenture to common stock | (24,137) | |
Change in fair value of derivative liability | (430,458) | $ 35,051 |
Balance as of December 31, 2019 | 1,111,879 | 42,104 |
Note / Debenture [Member] | ||
Balance as of December 31, 2018 | 42,104 | |
Conversion of convertible notes payable to common stock | (737,813) | |
Initial fair value on issuance of convertible debenture | 1,077,117 | |
Common stock warrant exercises | ||
Conversion of principal amount of debenture to common stock | (24,137) | |
Change in fair value of derivative liability | 690,707 | |
Balance as of December 31, 2019 | 1,047,978 | 42,104 |
Warrants [Member] | ||
Balance as of December 31, 2018 | ||
Initial fair value on issuance of convertible debenture | 492,921 | |
Common stock warrant exercises | (168,771) | |
Conversion of principal amount of debenture to common stock | ||
Change in fair value of derivative liability | (260,249) | |
Balance as of December 31, 2019 | $ 63,901 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jun. 04, 2019 | Apr. 03, 2019 | Mar. 29, 2019 | Feb. 20, 2019 | Jan. 25, 2019 | Oct. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 03, 2019 | Mar. 26, 2019 | Mar. 07, 2019 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500,000,000 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock, par value | $ .001 | $ .001 | $ .001 | $ 0.001 | ||||||||||
Number of stock issued upon conversion, value | $ 46,048 | |||||||||||||
Number of shares issued | 8,600,298 | 1,358,382 | 348,312 | |||||||||||
Share issued for services, value | $ 7,500 | $ 47,927 | ||||||||||||
Accrued salary and interest accruals | 348,312 | |||||||||||||
Number of shares issued, value | $ 55,000 | |||||||||||||
Stocks granted | ||||||||||||||
Debt conversion price per share | $ 0.08 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Preferred stock, shares authorized | 1,500,000 | 500,000 | 500,000 | 500,000 | ||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||
Number of stock issued upon conversion | ||||||||||||||
Number of stock issued upon conversion, value | ||||||||||||||
Number of shares issued for services | ||||||||||||||
Number of shares issued | 125,000 | |||||||||||||
Share issued for services, value | ||||||||||||||
Number of shares issued, value | $ 125,000 | |||||||||||||
Dividend stated value, price per share | $ 1.15 | |||||||||||||
Redemption price per share | $ 1.35 | |||||||||||||
Conversion of stock amount converted | $ 25,000 | |||||||||||||
Investment recognized and amortized | 28,750 | |||||||||||||
Amortization expense | $ 36,412 | |||||||||||||
Conversion of stock description | Subject to earlier conversion or redemption, the Series B Preferred Stock will automatically convert into fully paid and non-accessible shares of our common stock 24 months following the date of issuance of such Series B Preferred Stock without any action or payment required on the part of the holder of the Series B Convertible Preferred Stock. Subject to a floor price limitation of $0.03 per share, the automatic conversion price to which the Conversion/Dividend Stated Value will be applied will be the lower of (i) $0.10 per share of common stock; or (ii) a 20% discount to the lowest volume weighted average price ("VWAP") for our common stock on our principal trading market during the five (5) trading days immediately prior to the automatic conversion date. | |||||||||||||
Preferred stock, shares issued | 75,000 | 75,000 | ||||||||||||
Series B Dividends [Member] | ||||||||||||||
Number of shares issued | 38,287 | |||||||||||||
Accrued interest | $ 7,762 | $ 7,762 | ||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Preferred stock, shares authorized | 129,559 | 129,559 | 129,559 | 129,559 | ||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||
Number of stock issued upon conversion | ||||||||||||||
Number of stock issued upon conversion, value | ||||||||||||||
Number of shares issued for services | ||||||||||||||
Number of shares issued | ||||||||||||||
Share issued for services, value | ||||||||||||||
Number of shares issued, value | ||||||||||||||
Preferred stock, shares issued | 129,559 | 129,559 | 129,559 | |||||||||||
Common Stock [Member] | ||||||||||||||
Number of stock issued upon conversion | 427,500 | |||||||||||||
Number of stock issued upon conversion, value | $ 428 | |||||||||||||
Number of shares issued for services | 250,000 | 5,250,000 | ||||||||||||
Number of shares issued | 8,600,298 | 38,287 | 11,000,000 | |||||||||||
Share issued for services, value | $ 250 | $ 5,250 | ||||||||||||
Number of shares issued, value | $ 11,000 | |||||||||||||
Conversion of stock amount converted | 28,750 | |||||||||||||
Investment recognized and amortized | $ 25,000 | |||||||||||||
Common Stock [Member] | Pursuant to Debt-to-Equity Conversion [Member] | ||||||||||||||
Number of shares issued | 7,082,818 | |||||||||||||
Common Stock [Member] | Pursuant to Exercise of Stock Options [Member] | ||||||||||||||
Number of shares issued | 10,946,688 | |||||||||||||
Consultant [Member] | ||||||||||||||
Number of shares issued | 250,000 | |||||||||||||
Share issued for services, value | $ 7,500 | |||||||||||||
Number of options exercised | 500,000 | |||||||||||||
Accounts payable | $ 5,000 | |||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | ||||||||||||||
Number of shares issued for services | 750,000 | |||||||||||||
Two Lender [Member] | ||||||||||||||
Number of shares issued | 26,586,234 | |||||||||||||
Five Unrelated Individuals [Member] | ||||||||||||||
Number of shares issued | 5,000,000 | |||||||||||||
Investor [Member] | Two Series B Preferred Stock [Member] | ||||||||||||||
Number of shares issued | 1,465,949 | |||||||||||||
Investor [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Number of stock issued upon conversion, value | $ 50,000 | |||||||||||||
Investor [Member] | Common Stock [Member] | ||||||||||||||
Number of shares issued | 38,827 | |||||||||||||
Four Unrelated Entities [Member] | ||||||||||||||
Number of shares issued for services | 5,250,000 | |||||||||||||
Three Unrelated Third Parties [Member] | Common Stock [Member] | ||||||||||||||
Common stock, par value | $ 0.005 | |||||||||||||
Number of shares issued | 11,000,000 | |||||||||||||
Number of shares issued, value | $ 55,000 | |||||||||||||
Loans payable | $ 10,000 | |||||||||||||
Stocks granted | 750,000 | |||||||||||||
Series B Investor [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Conversion of stock shares converted | 25,000 | 25,000 | ||||||||||||
Series B Investor [Member] | Common Stock [Member] | ||||||||||||||
Conversion of stock shares converted | 731,031 | 734,918 | ||||||||||||
Pride Partners LLC [Member] | ||||||||||||||
Number of shares issued | 427,500 | |||||||||||||
Pride Partners LLC [Member] | Warrant [Member] | ||||||||||||||
Number of shares issued | 4,365,000 | |||||||||||||
Securities Exchange Agreement [Member] | Common Stock [Member] | ||||||||||||||
Number of shares issued for conversion | 129,558,574 | |||||||||||||
Securities Exchange Agreement [Member] | LGBT Loyalty LLC [Member] | ||||||||||||||
Number of restricted common stock, shares | 120,959,996 | |||||||||||||
Common stock, issued and outstanding percentage | 49.99% | |||||||||||||
Securities Exchange Agreement [Member] | Maxim Partners, LLC [Member] | ||||||||||||||
Number of stock issued upon conversion | 8,598,578 | |||||||||||||
Number of stock issued upon conversion, value | $ 388,675 | |||||||||||||
Employment Services Agreement [Member] | Series C Preferred Stock [Member] | ||||||||||||||
Conversion of stock description | Each share of Series C Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof, into that number of shares of Common Stock (subject in each case to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Series C Preferred Stock conversion price of $1.00 per share. Consequently, each Share of Series C Preferred Stock is presently convertible into 1,000 shares of Common Stock. | |||||||||||||
Number of shares issued for conversion | 129,559 | |||||||||||||
Preferred stock, stated value | $ 1,000 | |||||||||||||
Debt conversion price per share | $ 1 | |||||||||||||
Deferred Officer Compensation [Member] | ||||||||||||||
Amortization of deferred officer compensation | $ 195,054 | $ 195,956 |
Options and Warrants (Details N
Options and Warrants (Details Narrative) - USD ($) | Jun. 04, 2019 | Jan. 25, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 13, 2019 |
Stock based compensation expense | ||||||
Proceeds from warrant exercises | $ 137,524 | |||||
Warrant [Member] | ||||||
Warrants to purchase common stock | 6,250,000 | |||||
Warrant is exercisable period | Dec. 4, 2020 | |||||
Warrants exercise price description | The exercise price per share of Common Stock under this Warrant shall be the lesser of (i) $0.0855, or (ii) 75% of the lowest single trading day closing price during the five trading days prior to the exercise date. | |||||
Warrant exercise price per share | $ 0.0855 | |||||
Number of warrants exercised | 4,365,000 | |||||
Two Company Executives [Member] | ||||||
Warrants issued in exchange for cancellation of salary and interest accruals | $ 348,312 | |||||
Board Members [Member] | Warrant [Member] | ||||||
Warrants to purchase common stock | 7,000,000 | |||||
Warrant exercise price per share | $ 0.03 |
Options and Warrants - Schedule
Options and Warrants - Schedule of Stock Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Options Outstanding, Beginning | 6,300,000 | 17,246,688 |
Options Outstanding, Granted | ||
Options Outstanding, Exercised | (500,000) | (10,946,688) |
Options Outstanding, Forfeited | ||
Options Outstanding, Ending | 5,800,000 | 6,300,000 |
Options Exercisable, Ending | 5,800,000 | |
Weighted Average Exercise Price Outstanding, Beginning | $ 0.0049 | $ 0.0056 |
Weighted Average Exercise Price Granted | ||
Weighted Average Exercise Price Exercised | 0.01 | 0.01 |
Weighted Average Exercise Price Forfeited | ||
Weighted Average Exercise Price Outstanding, Ending | 0 | 0.0049 |
Weighted Average Exercise Price Exercisable, Ending | $ 0.0045 | |
Weighted Average Remaining Contractual Term (in years) Outstanding, Beginning | 2 years 4 months 24 days | 3 years 4 months 24 days |
Weighted Average Remaining Contractual Term (in years) Outstanding, Ending | 1 year 6 months | 2 years 4 months 24 days |
Weighted Average Remaining Contractual Term (in years) Exercisable, Ending | 1 year 6 months | |
Aggregate Intrinsic Value Outstanding, Beginning | ||
Aggregate Intrinsic Value Granted | ||
Aggregate Intrinsic Value Exercised | ||
Aggregate Intrinsic Value Forfeited | ||
Aggregate Intrinsic Value Outstanding, Ending | ||
Aggregate Intrinsic Value Exercisable, Ending |
Options and Warrants - Summary
Options and Warrants - Summary of Warrant Activity (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Warrants Outstanding beginning balance | shares | |
Warrants, Granted | shares | 21,850,298 |
Warrants, Exercised | shares | (12,965,298) |
Warrants, Forfeited | shares | |
Warrants Outstanding ending balance | shares | 8,885,000 |
Weighted Average Exercise Price beginning balance | $ / shares | |
Weighted Average Exercise Price, Granted | $ / shares | 0.05 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.05 |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price ending balance | $ / shares | $ 0.04 |
Options and Warrants - Schedu_2
Options and Warrants - Schedule of Weighted Average Basis Assumption of Grant Date Fair Value of Warrants Granted (Details) | Dec. 31, 2019$ / shares | Dec. 31, 2018$ / shares |
Risk Free Interest Rate [Member] | ||
Warrants and rights outstanding, measurement input | 2.07 | 0 |
Expected Term [Member] | ||
Warrants and rights outstanding, term | 10 months 25 days | 0 years |
Volatility [Member] | ||
Warrants and rights outstanding, measurement input | 410.1 | 0 |
Dividend Yield [Member] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Fair Value Per Warrant [Member] | ||
Warrants and rights outstanding, measurement input | 0.04 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 19, 2017 | |
Advances due to related party | $ 10,974 | ||||
Notes payable to related party | $ 17,885 | $ 17,885 | $ 17,885 | ||
Debt instrument interest rate | 2.00% | 2.00% | 2.00% | 10.00% | |
Common shares issued for cash, shares | 8,600,298 | 1,358,382 | 348,312 | ||
Director fees | $ 733,960 | $ 160,226 | |||
Common shares issued to board of directors, shares | 6,000,000 | ||||
Stock-based compensation expense | $ 786,954 | 47,927 | |||
Accrued directors' compensation | $ 80,000 | 80,000 | |||
Other receivables related parties | 100,000 | $ 100,000 | |||
Director Compensation Agreements [Member] | |||||
Common shares issued for cash, shares | 1,358,382 | ||||
Officers and Executive Director [Member] | |||||
Accrued salaries | $ 91,352 | $ 91,352 | |||
Five Individuals [Member] | |||||
Director fees | $ 25,000 | ||||
Board of Directors [Member] | Warrant [Member] | |||||
Common shares issued to board of directors, shares | 7,000,000 | ||||
Stock-based compensation expense | $ 170,734 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Corporate tax rate | 21.00% | |
Deferred tax benefit, reserve | 100.00% | |
Deferred tax benefit | $ 1,155,600 | |
Net operating loss carry forwards | $ 4,725,000 | |
Minimum [Member] | ||
Operating loss carry forwards expiration period | Dec. 31, 2033 | |
Maximum [Member] | ||
Operating loss carry forwards expiration period | Dec. 31, 2039 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Total current income tax provision | ||
Federal | (497,200) | (130,000) |
State | (130,200) | (34,100) |
Total deferred income tax benefit | (627,400) | (164,100) |
Change in deferred tax asset valuation allowance | 627,400 | 164,100 |
Total provision for income taxes |
Income Taxes - Schedule of Sour
Income Taxes - Schedule of Sources and Tax Effects (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 5.50% | 5.50% |
Change in deferred tax asset valuation allowance | (26.50%) | (26.50%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 1,155,600 | $ 528,200 |
Valuation allowance | (1,155,600) | (528,200) |
Net deferred tax assets |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 19, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||
compensation | $ 150,000 | ||
Base annual salary | $ 24,000 | ||
Debt instrument interest rate | 10.00% | 2.00% | 2.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Mar. 10, 2020USD ($)Tradingshares | Feb. 12, 2020USD ($) | Jan. 31, 2020USD ($) | Apr. 30, 2020shares | Dec. 31, 2019USD ($) |
Debt principal amount | $ 1,078,090 | ||||
Subsequent Event [Member] | Series B Investor [Member] | |||||
Conversion of preferred stock into common stock | shares | 25,000 | ||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||
Conversion of preferred stock into common stock | shares | 958,333 | ||||
Subsequent Event [Member] | Durwood Orlando Reece [Member] | |||||
Number of shares authorized for issuance | shares | 1,000,000 | ||||
Subsequent Event [Member] | Securities Exchange Agreement [Member] | Unrelated Entity [Member] | |||||
Debt principal amount | $ 85,800 | $ 115,500 | |||
Debt instrument purchase price | $ 75,000 | $ 105,000 | |||
Debt instrument maturity date | Mar. 10, 2021 | Nov. 11, 2020 | |||
Original issue discount rate | 10.00% | 10.00% | |||
Debt instrument description | The "Variable Conversion Price" shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). | The Note is convertible into shares of the Company's common stock t any time at a conversion price (the "Conversion Price") equal to the lower of: (i) the lowest closing price of the Common Stock during the preceding twenty (20) trading day period ending on the latest complete trading day prior to the issuance date of the Note (the "Closing Price"), (ii) $0.04, or (iii) 60% of the lowest traded price for the Common Stock on the principal market on which the Common Stock is then trading during the twenty (20) consecutive trading days on which at least 100 shares of Common Stock were traded including and immediately preceding the date of conversion. The conversion price is subject to customary adjustments. | |||
Debt instrument trading days | Trading | 20 | ||||
Subsequent Event [Member] | Promissory Note [Member] | |||||
Debt principal amount | $ 50,000 | ||||
Proceeds from issuance of debt | $ 47,500 | ||||
Debt instrument maturity date | Feb. 5, 2020 |