Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 17, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | LGBTQ Loyalty Holdings, Inc. | |
Entity Central Index Key | 0001510247 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 614,547,397 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 20,556 | $ 30,312 |
Other receivables | 100,000 | 100,000 |
Other current assets | 18,297 | 20,983 |
Total current assets | 138,853 | 151,295 |
Intangible assets, net | 71,837 | 78,285 |
Total assets | 210,690 | 229,580 |
Current liabilities: | ||
Accounts payable | 978,856 | 920,569 |
Accrued salaries and consulting fees | 491,860 | 605,857 |
Accrued interest and dividends | 264,074 | 226,108 |
Notes payable | 127,486 | 127,986 |
Notes payable to related party | 17,885 | 17,885 |
Convertible notes payable, net of debt discount | 1,781,571 | 1,661,520 |
Derivative liability on convertible notes payable | 1,715,864 | 1,930,235 |
Total liabilities | 5,377,596 | 5,490,160 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock | ||
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 473,098,618 and 263,725,234 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 473,097 | 263,725 |
Additional paid-in capital | 9,218,133 | 7,714,704 |
Accumulated deficit | (14,858,316) | (13,239,189) |
Total stockholders' equity (deficit) | (5,166,906) | (5,260,580) |
Total liabilities and stockholders' equity (deficit) | 210,690 | 229,580 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock | ||
Total stockholders' equity (deficit) | ||
Series B Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock | 50 | 50 |
Total stockholders' equity (deficit) | 50 | 50 |
Series C Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock | 130 | 130 |
Total stockholders' equity (deficit) | 130 | 130 |
Series D Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock | ||
Total stockholders' equity (deficit) |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 473,098,618 | 263,725,234 |
Common stock, shares outstanding | 473,098,618 | 263,725,234 |
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 | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 129,559 | 129,559 |
Preferred stock, shares issued | 129,559 | 129,559 |
Preferred stock, shares outstanding | 129,559 | 129,559 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 560 | |
Cost of net revenue | ||
Gross profit | 560 | |
Operating expenses: | ||
Personnel costs | 1,295,998 | 214,955 |
Consulting fees | 33,000 | 74,500 |
Legal and professional fees | 105,123 | 126,995 |
Sales and marketing | 7,545 | |
General and administrative | 28,123 | 49,992 |
Depreciation and amortization | 6,448 | 6,448 |
Total operating expenses | 1,468,692 | 480,435 |
Loss from operations | (1,468,692) | (479,875) |
Other income (expense): | ||
Interest expense | (561,687) | (360,839) |
Change in derivative liability | 412,974 | (117,754) |
Total other income (expense), net | (148,713) | (478,594) |
Provision for income taxes | ||
Net loss | $ (1,617,405) | $ (958,468) |
Weighted average common shares outstanding - basic and diluted | 279,934,215 | 171,097,582 |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,617,405) | $ (958,468) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount and original issue discount | 243,045 | 202,239 |
Change in fair value of derivative liability | (412,974) | 117,754 |
Financing related costs - debt | 264,460 | 125,879 |
Stock-based compensation expense | 1,218,114 | 17,800 |
Depreciation and amortization | 6,448 | 6,448 |
Changes in operating assets and liabilities: | ||
Other current assets | 2,686 | |
Accounts payable | 58,287 | 12,048 |
Accrued salaries and consulting fees | 24,333 | 152,719 |
Accrued interest and dividends | 53,750 | 27,809 |
Net cash used in operating activities | (159,256) | (295,772) |
Cash flows from investing activities: | ||
Investment in intangible assets | (31,000) | |
Net cash used in investing activities | (31,000) | |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible debenture agreements | 150,000 | 175,000 |
Net proceeds (repayments) from promissory note agreements | (500) | 47,500 |
Proceeds from exercise of warrants | 93,342 | |
Net cash provided by financing activities | 149,500 | 315,842 |
Net decrease in cash | (9,756) | (10,930) |
Cash at beginning of period | 30,312 | 13,188 |
Cash at end of period | 20,556 | 2,258 |
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 accrued consulting fees into common shares | 138,334 | 318,000 |
Exercise of common stock warrants - derivative liability | 32,742 | |
Amortization of preferred stock discount | 15,910 | |
Dividends on preferred stock | $ 1,722 | $ 2,588 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2019 | $ 75 | $ 130 | $ 130 | $ 169,217 | $ 6,035,547 | $ (9,077,614) | $ (2,872,645) | |
Balance, shares at Dec. 31, 2019 | 75,000 | 129,559 | 129,559 | 169,217,460 | ||||
Common shares issued in connection with notes payable | $ 295 | 9,705 | 10,000 | |||||
Common shares issued in connection with notes payable, shares | 294,994 | |||||||
Common shares issued for accrued services | $ 6,662 | 311,338 | 318,000 | |||||
Common shares issued for accrued services, shares | 6,662,312 | |||||||
Common shares issued to board of directors | $ 1,000 | 16,800 | 17,800 | |||||
Common shares issued to board of directors, shares | 1,000,000 | |||||||
Exercise of common stock warrants | $ 4,170 | 121,914 | 126,084 | |||||
Exercise of common stock warrants, shares | 4,170,000 | |||||||
Amortization of preferred stock discount | 15,910 | (15,910) | ||||||
Dividends on preferred stock | (2,588) | (2,588) | ||||||
Net loss | (958,468) | (958,468) | ||||||
Balance at Mar. 31, 2020 | $ 75 | $ 130 | $ 130 | $ 181,344 | 6,511,211 | (10,054,580) | (3,361,820) | |
Balance, shares at Mar. 31, 2020 | 75,000 | 129,559 | 129,559 | 181,344,766 | ||||
Balance at Dec. 31, 2020 | $ 50 | $ 130 | $ 263,725 | 7,714,704 | (13,239,189) | (5,260,580) | ||
Balance, shares at Dec. 31, 2020 | 50,000 | 129,559 | 263,725,234 | |||||
Common shares issued to board of directors | $ 140,000 | 980,000 | 1,120,000 | |||||
Common shares issued to board of directors, shares | 140,000,000 | |||||||
Common shares issued for services and compensation | $ 31,834 | 204,614 | 236,448 | |||||
Common shares issued for services and compensation, shares | 31,834,386 | |||||||
Debenture conversions | $ 37,539 | 318,815 | 356,354 | |||||
Debenture conversions, shares | 37,538,998 | |||||||
Dividends on preferred stock | (1,722) | (1,722) | ||||||
Net loss | (1,617,405) | (1,617,405) | ||||||
Balance at Mar. 31, 2021 | $ 50 | $ 130 | $ 473,098 | $ 9,218,133 | $ (14,858,316) | $ (5,166,906) | ||
Balance, shares at Mar. 31, 2021 | 50,000 | 129,559 | 473,098,618 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2021 | |
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 second quarter of 2021 on the NASDAQ. In late 2020, LPI was renamed to Advancing Equality Preference, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“US GAAP”), which contemplates our continuation as a going concern. We have incurred losses to date of $14,858,316 and have negative working capital of $5,238,743 as of March 31, 2021. 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. Basis of Presentation We have prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These condensed consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for fiscal year 2021. Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, and Advancing Equality Preference, Inc. All material inter-company transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with US 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. 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 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 measured as a 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 March 31, 2021: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 1,715,864 $ 1,715,864 $ - $ - $ 1,715,864 $ 1,715,864 Fair Value Measurements as of December 31, 2020: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 1,930,235 $ 1,930,235 $ - $ - $ 1,930,235 $ 1,930,235 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. Earnings per Share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share Three Months Ended March 31, 2021 2020 Stock options outstanding 1,800,000 5,800,000 Warrants 235,833,333 7,000,000 Shares to be issued upon conversion of notes 372,689,648 190,488,453 610,322,981 203,288,453 Recent Pronouncements Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3. Intangible Assets The Company capitalizes 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. At March 31, 2021 and December 31, 2020, intangible assets, net was $71,837 and $78,285, respectively. Amortization expense was $6,448 for both the three months ended March 31, 2021 and 2020. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4. Notes Payable As of March 31, 2021 and December 31, 2020, the Company has a note payable outstanding in the amount of $2,486 and $2,986, respectively. The note is past due at March 31, 2021 and is therefore in default. The note accrues interest at a rate of 2% per annum. During the three months ended March 31, 2021, the Company repaid $500 pertaining to this note. 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 matured on June 20, 2020. As of March 31, 2021, the full principal amount was outstanding and in default. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5. Convertible Notes Payable On January 21, 2021, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd (“Power Up January 2021 Note”). Pursuant to the terms of the Power Up January 2021 Note, the lender agreed to purchase from the Company, for a purchase price of $75,000, a 10% convertible note in the principal amount of $86,350. The Power Up January 2021 Note matures and becomes due and payable on March 5, 2022 and accrues interest at a rate of 10% per annum. The Power Up January 2021 Note, plus all accrued but unpaid interest, may be prepaid at any time prior to the maturity date. The Power Up January 2021 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. The “Variable Conversion Price” shall mean 60% multiplied by the Market Price, which is the lowest Trading Price 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 5, 2021, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd (“Power Up March 2021 Note”). Pursuant to the terms of the Power Up March 2021 Note, the lender agreed to purchase from the Company, for a purchase price of $75,000, a 10% convertible note in the principal amount of $86,350. The Power Up March 2021 Note matures and becomes due and payable on March 5, 2022 and accrues interest at a rate of 10% per annum. The Power Up March 2021 Note, plus all accrued but unpaid interest, may be prepaid at any time prior to the maturity date. The Power Up March 2021 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. The “Variable Conversion Price” shall mean 60% multiplied by the Market Price, which is the lowest Trading Price 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. During the three months ended March 31, 2021 and 2020, the Company recorded amortization of debt discount and original discount of $217,754 and $202,239, respectively, for all convertible debentures. This amount 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 three months ended March 31, 2021: Convertible Debenture Balance as of December 31, 2020 $ 1,661,520 Issuance of convertible debenture - principal amount 172,700 Issuance of convertible debenture - debt discount and original issue discount (172,700 ) Amortization of debt discount and original issue discount 217,754 Conversion to common stock, net of discount (97,703 ) Balance as of March 31, 2021 $ 1,781,571 The following comprises the balance of the convertible debenture outstanding at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Principal amount outstanding $ 2,490,224 $ 2,458,024 Less: Unamortized original issue discount (80,684 ) (94,857 ) Less: Unamortized debt discount (627,969 ) (701,647 ) $ 1,781,571 $ 1,661,520 As of March 31, 2021 and December 31, 2020 convertible notes payable includes a balance of $615,134 pertaining to a parity default penalty booked in 2020. The EMA Note has an original principal of $85,000. The Company is currently settling the remaining note into shares and warrants to be issued to EMA, and expects the ultimate value to be less than the stated balance included in the consolidated balance sheet. |
Derivative Liability
Derivative Liability | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Note 6. Derivative Liability We evaluated the terms of the conversion features of each of the outstanding convertible debentures 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. The original debentures had conversion features that resulted in derivative liabilities. We valued the conversion features at each origination date with the following assumptions, on a weighted-average basis: Three Months Ended March 31, 2021 2020 Risk-free interest rate 0.09 % 1.04 % Expected term (in years) 1.00 0.86 Expected volatility 233.1 % 154.3 % Expected dividend yield 0 % 0 % Exercise price of underlying common shares $ 0.004 $ 0.02 During the three months ended March 31, 2021, the entire value of the principal of the debentures were assigned to the derivative liability and recognized as a debt discount on the convertible debentures. The debt discount is recorded as reduction (contra-liability) to the debentures and are being amortized over the initial term. The balance of $264,460 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 three months ended March 31, 2021: Derivative Liability Balance as of December 31, 2020 $ 1,930,235 Initial fair value on issuance of convertible debenture 414,421 Conversion of principal amount of debenture to common stock (215,818 ) Change in fair value of derivative liability (412,974 ) Balance as of March 31, 2021 $ 1,715,864 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Note 7. Stockholders’ Equity (Deficit) Common Stock 2021 Transactions In March 2021, an aggregate of 140,000,000 shares of common stock were issued to the board members for accrued dividends as well as current compensation the year ended December 31, 2021. Of these shares issuances, $961,666 is included in personnel costs in the consolidated statements of operations. In March 2021, an aggregate of 31,834,386 shares of common stock were issued to employees and consultants for accrued and current consulting services for a total fair value of $236,448. During the three months ended March 31, the Company issued 37,538,998 shares of common stock pursuant to conversion of debentures in the principal amount of $140,500. 2020 Transactions In January 2020, we issued 294,994 shares of common stock to a bridge noteholder in connection with promissory notes received. In January 2020, we issued 6,662,312 shares to a consultant for 2019 services which were accrued at a fair value of $318,000. In March 2020, we issued 1,000,000 shares to Orlando Reece pursuant to his appointment to the Board of Directors. During the three months ended March 31, 2020, we issued an aggregate of 4,170,000 shares of common stock to Pride Partners pursuant to warrant exercises. Refer to Note 8. Series B Convertible Preferred Stock As of March 31, 2021, we had $13,800 in remaining accrued Series B dividends. |
Options and Warrants
Options and Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Options and Warrants | Note 8. Options and Warrants Options As of March 31, 2021 and December 31, 2020, we had 1,800,000 options remaining outstanding pursuant to the 2012 Equity Incentive Plan. There was no stock based compensation expense for options for the three months ended March 31, 2021 and 2020. There will be no additional compensation expense recognized in future periods. Warrants As of March 31, 2021 and December 31, 2020, we had 235,833,333 warrants outstanding with a weighted average exercise price of $0.02 per share. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
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. Notes Payable to Related Party Notes payable to related parties at March 31, 2021 and December 31, 2020 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 and Compensation As of March 31, 2021 and December 31, 2020, accrued salaries to our company officers and executive director totaled $319,735 and $299,732, respectively and is included in accrued salaries and consulting fees in our consolidated balance sheets. In March 2021, we issued 20,0000,000 shares of common stock to the Chief Operating Officer for a total fair value of $160,000. Board of Directors In March 2021, we issued 20,000,000 shares of common stock to each of the seven board members, including the Chief Executive Officer, for an aggregate of 140,000,000 shares. Of these share issuances, $961,666 is included in personnel costs in the consolidated statements of operations and the remaining $138,334 was converted from accrued salaries and consulting fees. Total accrued directors’ compensation of $0 and $94,584 at March 31, 2021 and December 31, 2020, respectively, 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 March 31, 2020 and December 31, 2020, we have $100,000 included as other receivables on our consolidated balance sheet, which represents amounts held in escrow at the Fund’s custodian. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events Management has evaluated all activity up to May 17, 2021 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 other than the following: In April 2021, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D COD”) with the Delaware Secretary of State to create a new class of preferred stock, $0.001 par value per share, designated Series D Convertible Preferred Stock and authorized the issuance of up to four hundred (1,000) shares of Series D Preferred Stock. The Series D Preferred Stock has a stated value of $1,200 per share (“Stated Value”) and the holder of the Series D Preferred Stock has the right to receive a dividend equal to eight percent (8%) per annum, payable quarterly, beginning on the issuance date of the Series D Preferred Stock and ending on the date that Series D Preferred Share has been converted or redeemed. Dividends may be paid in cash or in shares of Series D Preferred Stock at the discretion of the Company. Further, the holders of the Series D Preferred Stock has the right to receive assets in the event of liquidation, dissolution or winding up before any distribution or payment shall be made to the holders of any securities junior to the Series D Preferred Stock. On April 8, 2021, the Company issued 400 shares of Series D Preferred Stock to GHS Investments, LLC pursuant to a Securities Purchase Agreement (“GHS Agreement”) for net proceeds of $427,600. In conjunction with the GHS Agreement, the Company issued warrants to purchase 40,000,000 shares of common stock at an exercise price of $0.001. On May 4, 2021, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd (“Power Up May 2021 Note”). Pursuant to the terms of the Power Up 2021 Note, the lender agreed to purchase from the Company, for a purchase price of $150,000, a 10% convertible note in the principal amount of $169,125. The Power Up 2021 Note matures and becomes due and payable on May 4, 2022 and accrues interest at a rate of 10% per annum. The Power Up May 2021 Note, plus all accrued but unpaid interest, may be prepaid at any time prior to the maturity date. The Power Up May 2021 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. The “Variable Conversion Price” shall mean 60% multiplied by the Market Price, which is the lowest Trading Price 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 May 12, 2021, the Company issued 150 shares of Series D Preferred Stock to GHS Investments, LLC pursuant to a Securities Purchase Agreement (“GHS Agreement”) for net proceeds of $146,500. In conjunction with the GHS Agreement, the Company issued warrants to purchase 1,500,000 shares of common stock at an exercise price of $0.001. Through the issuance date, the Company issued an aggregate of 100,448,779 shares of common stock pursuant to conversions of Power Up, EMA and JSJ debentures. In May 2021, the Company issued an aggregate of 41,000,000 shares of common stock to Pride Partners pursuant to conversion of 41,000 shares of Series C preferred stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“US GAAP”), which contemplates our continuation as a going concern. We have incurred losses to date of $14,858,316 and have negative working capital of $5,238,743 as of March 31, 2021. 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. |
Basis of Presentation | Basis of Presentation We have prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These condensed consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for fiscal year 2021. Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, and Advancing Equality Preference, Inc. 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 US 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. |
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 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 measured as a 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 March 31, 2021: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 1,715,864 $ 1,715,864 $ - $ - $ 1,715,864 $ 1,715,864 Fair Value Measurements as of December 31, 2020: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 1,930,235 $ 1,930,235 $ - $ - $ 1,930,235 $ 1,930,235 |
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. |
Earnings Per Share | Earnings per Share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share Three Months Ended March 31, 2021 2020 Stock options outstanding 1,800,000 5,800,000 Warrants 235,833,333 7,000,000 Shares to be issued upon conversion of notes 372,689,648 190,488,453 610,322,981 203,288,453 |
Recent Pronouncements | Recent Pronouncements Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 1,715,864 $ 1,715,864 $ - $ - $ 1,715,864 $ 1,715,864 Fair Value Measurements as of December 31, 2020: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 1,930,235 $ 1,930,235 $ - $ - $ 1,930,235 $ 1,930,235 |
Schedule of Antidilutive Securities Excluded from Diluted Net Loss | For the three months ended March 31, 2021 and 2020, the following number of potentially dilutive shares have been excluded from diluted net loss since such inclusion would be anti-dilutive: Three Months Ended March 31, 2021 2020 Stock options outstanding 1,800,000 5,800,000 Warrants 235,833,333 7,000,000 Shares to be issued upon conversion of notes 372,689,648 190,488,453 610,322,981 203,288,453 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 three months ended March 31, 2021: Convertible Debenture Balance as of December 31, 2020 $ 1,661,520 Issuance of convertible debenture - principal amount 172,700 Issuance of convertible debenture - debt discount and original issue discount (172,700 ) Amortization of debt discount and original issue discount 217,754 Conversion to common stock, net of discount (97,703 ) Balance as of March 31, 2021 $ 1,781,571 |
Schedule of Balance Convertible Debenture Outstanding | The following comprises the balance of the convertible debenture outstanding at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Principal amount outstanding $ 2,490,224 $ 2,458,024 Less: Unamortized original issue discount (80,684 ) (94,857 ) Less: Unamortized debt discount (627,969 ) (701,647 ) $ 1,781,571 $ 1,661,520 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Conversion Feature of Derivative Liability | We valued the conversion features at each origination date with the following assumptions, on a weighted-average basis: Three Months Ended March 31, 2021 2020 Risk-free interest rate 0.09 % 1.04 % Expected term (in years) 1.00 0.86 Expected volatility 233.1 % 154.3 % Expected dividend yield 0 % 0 % Exercise price of underlying common shares $ 0.004 $ 0.02 |
Schedule of Derivative Liability Activity | The following is a summary of the activity of the derivative liability for the three months ended March 31, 2021: Derivative Liability Balance as of December 31, 2020 $ 1,930,235 Initial fair value on issuance of convertible debenture 414,421 Conversion of principal amount of debenture to common stock (215,818 ) Change in fair value of derivative liability (412,974 ) Balance as of March 31, 2021 $ 1,715,864 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Incurred losses | $ 14,858,316 |
Working capital | $ (5,238,743) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Financial Instruments at Fair Value (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative liability on convertible notes payable | $ 1,715,864 | $ 1,930,235 |
Derivative instruments at fair value | 1,715,864 | 1,930,235 |
Level 1 [Member] | ||
Derivative liability on convertible notes payable | ||
Derivative instruments at fair value | ||
Level 2 [Member] | ||
Derivative liability on convertible notes payable | ||
Derivative instruments at fair value | ||
Level 3 [Member] | ||
Derivative liability on convertible notes payable | 1,715,864 | 1,930,235 |
Derivative instruments at fair value | $ 1,715,864 | $ 1,930,235 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Diluted Net Loss (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive securities excluded from computation of earnings per share, amount | 610,322,981 | 203,288,453 |
Stock Options Outstanding [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,800,000 | 5,800,000 |
Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 235,833,333 | 7,000,000 |
Shares to be Issued Upon Conversion of Notes [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 372,689,648 | 190,488,453 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets, net | $ 71,837 | $ 78,285 | |
Amortization expense | $ 6,448 | $ 6,448 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Debt instrument interest rate | 2.00% | 2.00% | |
Note Payable [Member] | |||
Note payable outsanding | $ 2,486 | $ 2,986 | |
Debt instrument interest rate | 2.00% | 2.00% | |
Repaid note | $ 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) | Mar. 05, 2021USD ($)Trading | Jan. 21, 2021USD ($)Trading | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt interest rate | 2.00% | 2.00% | |||
Debt principal amount | $ 2,490,224 | $ 2,458,024 | |||
Amortization of debt discount and original discount | 243,045 | $ 202,239 | |||
Convertible notes payable | 615,134 | ||||
Convertible Notes Payable [Member] | |||||
Amortization of debt discount and original discount | 217,754 | $ 202,239 | |||
EMA Note [Member] | |||||
Debt principal amount | $ 85,000 | ||||
Securities Purchase Agreement [Member] | Power Up Lending Group Ltd [Member] | |||||
Purchase price | $ 75,000 | $ 75,000 | |||
Debt interest rate | 10.00% | 10.00% | |||
Debt principal amount | $ 86,350 | $ 86,350 | |||
Debt maturity date | Mar. 5, 2022 | Mar. 5, 2022 | |||
Trading days | Trading | 20 | 20 | |||
Debt description | The "Variable Conversion Price" shall mean 60% multiplied by the Market Price, which is the lowest Trading Price for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. | The "Variable Conversion Price" shall mean 60% multiplied by the Market Price, which is the lowest Trading Price for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of Activity of Convertible Notes Payable and Convertible Debenture (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Beginning balance | $ 1,661,520 | |
Amortization of debt discount and original issue discount | 243,045 | $ 202,239 |
Ending balance | 1,781,571 | |
Debenture [Member] | ||
Beginning balance | 1,661,520 | |
Issuance of convertible debenture - principal amount | 172,700 | |
Issuance of convertible debenture - debt discount and original issue discount | (172,700) | |
Amortization of debt discount and original issue discount | 217,754 | |
Conversion to common stock, net of discount | (97,703) | |
Ending balance | $ 1,781,571 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Balance Convertible Debenture Outstanding (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Principal amount outstanding | $ 2,490,224 | $ 2,458,024 |
Less: Unamortized original issue discount | (80,684) | (94,857) |
Less: Unamortized debt discount | (627,969) | (701,647) |
Convertible note payable, net of debt discount | $ 1,781,571 | $ 1,661,520 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Origination interest on derivative liability and expensed on origination | $ 264,460 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Conversion Feature of Derivative Liability (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Risk-Free Interest Rate [Member] | ||
Debt measurement input percentage | 0.09 | 1.04 |
Expected Term [Member] | ||
Debt measurement input term | 1 year | 10 months 10 days |
Expected Volatility [Member] | ||
Debt measurement input percentage | 233.1 | 154.3 |
Expected Dividend Yield [Member] | ||
Debt measurement input percentage | 0 | 0 |
Exercise Price of Underlying Common Shares [Member] | ||
Debt measurement input percentage | 0.004 | 0.02 |
Derivative Liability - Schedu_2
Derivative Liability - Schedule of Derivative Liability Activity (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Beginning balance | $ 1,930,235 |
Ending balance | 1,715,864 |
Debenture [Member] | |
Beginning balance | 1,930,235 |
Initial fair value on issuance of convertible debenture | 414,421 |
Conversion of principal amount of debenture to common stock | (215,818) |
Change in fair value of derivative liability | (412,974) |
Ending balance | $ 1,715,864 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Jan. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Number of common stock issue | 140,000,000 | ||||
Personnel costs | $ 1,295,998 | $ 214,955 | |||
Number of stock issued upon conversion | 37,538,998 | ||||
Number of stock issued upon conversion, value | $ 140,500 | ||||
Fair value amount | $ 318,000 | ||||
Number of shares warrant exercise | 4,170,000 | ||||
Preferred stock dividend | $ 1,722 | $ 2,588 | |||
Series B Convertible Preferred Stock [Member] | |||||
Preferred stock dividend | $ 13,800 | ||||
Board Members [Member] | |||||
Number of common stock issue | 140,000,000 | ||||
Personnel costs | $ 961,666 | ||||
Employees and Consultants [Member] | |||||
Number of common stock issue | 31,834,386 | ||||
Number of common stock issue, value | $ 236,448 | ||||
Bridge Noteholder [Member] | |||||
Number of shares issued | 294,994 | ||||
Consultant [Member] | |||||
Number of shares issued for services | 6,662,312 | ||||
Fair value amount | $ 318,000 | ||||
Durwood Orlando Reece [Member] | |||||
Number of shares issued | 1,000,000 |
Options and Warrants (Details N
Options and Warrants (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Stock based compensation expense | |||
Warrants outstanding | 235,833,333 | 235,833,333 | |
Weighted Average Exercise Price | $ 0.02 | $ 0.02 | |
2012 Equity Incentive Plan [Member] | |||
Options outstanding | 1,800,000 | 1,800,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Notes payable to related party | $ 17,885 | $ 17,885 | $ 17,885 | |
Debt instrument interest rate | 2.00% | 2.00% | 2.00% | |
Common shares issued for cash, shares | 140,000,000 | |||
Personnel costs | $ 1,295,998 | $ 214,955 | ||
Conversion of accrued consulting fees into common shares | 138,334 | $ 318,000 | ||
Accrued directors' compensation | $ 0 | 0 | $ 94,584 | |
Other receivables related parties | 100,000 | 100,000 | 100,000 | |
Officers and Executive Director [Member] | ||||
Accrued salaries | $ 319,735 | $ 319,735 | $ 299,732 | |
Chief Executive Officer [Member] | ||||
Common shares issued for cash, shares | 200,000,000 | |||
Number of shares issued, value | $ 160,000 | |||
Seven Board Members [Member] | ||||
Common shares issued for cash, shares | 20,000,000 | |||
Personnel costs | $ 961,666 | |||
Conversion of accrued consulting fees into common shares | $ 138,334 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 12, 2021 | May 04, 2021 | Apr. 08, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Proceeds from convertible note | $ 150,000 | $ 175,000 | ||||||
Debt instrument, face amount | $ 2,490,224 | $ 2,458,024 | ||||||
Debt instrument, interest rate | 2.00% | 2.00% | ||||||
Number of shares issued convertible | 37,538,998 | |||||||
Series D Preferred Stock [Member] | ||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||||
Series C Preferred Stock [Member] | ||||||||
Preferred stock, shares authorized | 129,559 | 129,559 | ||||||
Subsequent Event [Member] | ||||||||
Number of shares issued | 100,448,779 | 41,000,000 | ||||||
Subsequent Event [Member] | GHS Agreement [Member] | Warrants [Member] | ||||||||
Warrants to purchase of shares | 1,500,000 | |||||||
Warrant exercise price | $ 0.001 | |||||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | ||||||||
Preferred stock, par value | $ 0.001 | |||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | ||||||||
Preferred stock, par value | $ 1,200 | |||||||
Preferred stock, shares authorized | 1,000 | |||||||
Preferred stock dividend percentage | 8.00% | |||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | GHS Agreement [Member] | ||||||||
Number of shares issued | 150 | |||||||
Net proceeds for preferred stock | $ 146,500 | |||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | GHS Investments, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||
Number of shares issued | 400 | |||||||
Net proceeds for preferred stock | $ 427,600 | |||||||
Warrants to purchase of shares | 40,000,000 | |||||||
Warrant exercise price | $ 0.001 | |||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||
Proceeds from convertible note | $ 150,000 | |||||||
Debt instrument, convertible note percent | 10.00% | |||||||
Debt instrument, face amount | $ 169,125 | |||||||
Debt instrument, maturity date | May 4, 2022 | |||||||
Debt instrument, interest rate | 10.00% | |||||||
Debt instrument, description | The Power Up May 2021 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. The "Variable Conversion Price" shall mean 60% multiplied by the Market Price, which is the lowest Trading Price 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. | |||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||||
Number of shares issued convertible | 41,000 |