Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54867 | |
Entity Registrant Name | LGBTQ LOYALTY HOLDINGS, INC. | |
Entity Central Index Key | 0001510247 | |
Entity Tax Identification Number | 80-0671280 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2435 Dixie Highway | |
Entity Address, City or Town | Wilton Manors | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33305 | |
City Area Code | (858) | |
Local Phone Number | 577-1746 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 682,553,402 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 179,192 | $ 30,312 |
Other receivables | 305,000 | 100,000 |
Other current assets | 6,925 | 20,983 |
Total current assets | 491,117 | 151,295 |
Intangible assets, net | 66,139 | 78,285 |
Total assets | 557,256 | 229,580 |
Current liabilities: | ||
Accounts payable | 814,869 | 920,569 |
Accrued salaries and consulting fees | 468,719 | 605,857 |
Accrued interest and dividends | 313,506 | 226,108 |
Notes payable | 126,986 | 127,986 |
Notes payable to related party | 1,800 | 17,885 |
Convertible notes payable, net of debt discount | 1,897,277 | 1,661,520 |
Derivative liability on convertible notes payable | 3,154,374 | 1,930,235 |
Series D preferred stock | 577,356 | |
Total liabilities | 7,354,887 | 5,490,160 |
Stockholders’ equity (deficit): | ||
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 669,390,677 and 263,725,234 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 669,389 | 263,725 |
Additional paid-in capital | 11,721,866 | 7,714,704 |
Accumulated deficit | (18,614,915) | (13,239,189) |
Total stockholders’ equity (deficit) | (6,797,631) | (5,260,580) |
Total liabilities and stockholders’ equity (deficit) | 557,256 | 229,580 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | ||
Total stockholders’ equity (deficit) | ||
Series B Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | 50 | 50 |
Total stockholders’ equity (deficit) | 50 | 50 |
Series C Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | 77 | 130 |
Total stockholders’ equity (deficit) | 77 | 130 |
Series D Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | 1 | |
Total stockholders’ equity (deficit) | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 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 | 669,390,677 | 263,725,234 |
Common stock, shares outstanding | 669,390,677 | 263,725,234 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 76,559 | 0 |
Preferred stock, shares outstanding | 76,559 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 550 | 0 |
Preferred stock, shares outstanding | 550 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 560 | |||
Cost of net revenue | ||||
Gross profit | 560 | |||
Operating expenses: | ||||
Personnel costs | 93,121 | 284,507 | 1,389,121 | 499,462 |
Consulting fees | 38,500 | 93,515 | 71,500 | 168,015 |
Legal and professional fees | 153,527 | 95,347 | 258,650 | 222,342 |
Sales and marketing | 40,500 | 45 | 40,500 | 7,590 |
General and administrative | 28,392 | 20,736 | 56,514 | 70,728 |
Depreciation and amortization | 6,448 | 6,448 | 12,896 | 12,896 |
Total operating expenses | 360,488 | 500,598 | 1,829,181 | 981,033 |
Loss from operations | (360,488) | (500,598) | (1,829,181) | (980,473) |
Other income (expense): | ||||
Interest expense | (727,642) | (376,473) | (1,289,328) | (737,312) |
Other income | 3,000 | 3,000 | ||
Change in derivative liability | (2,658,949) | 442,626 | (2,245,976) | 324,872 |
Total other income (expense), net | (3,386,591) | 69,154 | (3,535,304) | (409,440) |
Provision for income taxes | ||||
Net loss | $ (3,747,079) | $ (431,445) | $ (5,364,485) | $ (1,389,913) |
Weighted average common shares outstanding -basic and diluted | 553,901,386 | 190,052,683 | 432,821,915 | 187,427,874 |
Net loss per common share - basic and diluted | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (5,364,485) | $ (1,389,913) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount and original issue discount | 704,007 | 403,267 |
Change in fair value of derivative liability | 2,245,976 | (324,872) |
Financing related costs - debt | 460,780 | 257,158 |
Stock-based compensation expense | 1,218,114 | 213,276 |
Depreciation and amortization | 12,896 | 12,896 |
Changes in operating assets and liabilities: | ||
Other current assets | 14,058 | |
Bank overdraft | 1,279 | |
Accounts payable | (105,699) | 89,514 |
Accrued salaries and consulting fees | 201,470 | 304,115 |
Accrued interest and dividends | 93,663 | 60,250 |
Net cash used in operating activities | (519,220) | (373,030) |
Cash flows from investing activities: | ||
Other receivables | (205,000) | |
Investment in intangible assets | (31,000) | |
Net cash used in investing activities | (205,000) | (31,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible debenture agreements | 300,000 | 250,000 |
Net proceeds (repayments) from promissory note agreements | (1,000) | 47,500 |
Proceeds from issuance of Series D preferred stock | 574,100 | |
Proceeds from exercise of warrants | 93,342 | |
Net cash provided by financing activities | 873,100 | 390,842 |
Net increase (decrease) in cash | 148,880 | (13,888) |
Cash at beginning of period | 30,312 | 13,188 |
Cash at end of period | 179,192 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | 12,500 | |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of accrued consulting fees into common shares | 338,608 | 617,750 |
Conversion of related party notes payable into common shares | 16,085 | |
Conversion of Series C preferred stock into common stock | 53,000 | |
Exercise of common stock warrants - derivative liability | 32,742 | |
Amortization of preferred stock discount | 31,820 | |
Dividends on preferred stock | $ 11,241 | $ 10,400 |
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] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 75 | $ 130 | $ 169,217 | $ 6,035,547 | $ (9,077,614) | $ (2,872,645) | ||
Beginning balance, shares at Dec. 31, 2019 | 75,000 | 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) | ||||||
Ending Balance at Mar. 31, 2020 | $ 75 | $ 130 | $ 181,344 | 6,511,211 | (10,054,580) | (3,361,820) | ||
Ending balance, shares at Mar. 31, 2020 | 75,000 | 129,559 | 181,344,766 | |||||
Beginning balance at Dec. 31, 2019 | $ 75 | $ 130 | $ 169,217 | 6,035,547 | (9,077,614) | (2,872,645) | ||
Beginning balance, shares at Dec. 31, 2019 | 75,000 | 129,559 | 169,217,460 | |||||
Net loss | (1,389,913) | |||||||
Ending Balance at Jun. 30, 2020 | $ 50 | $ 130 | $ 214,615 | 7,002,953 | (10,503,660) | (3,285,912) | ||
Ending balance, shares at Jun. 30, 2020 | 50,000 | 129,559 | 214,614,749 | |||||
Beginning balance at Mar. 31, 2020 | $ 75 | $ 130 | $ 181,344 | 6,511,211 | (10,054,580) | (3,361,820) | ||
Beginning balance, shares at Mar. 31, 2020 | 75,000 | 129,559 | 181,344,766 | |||||
Common shares issued to board of directors | $ 11,942 | 202,652 | 214,595 | |||||
Common shares issued to board of directors, shares | 11,942,161 | |||||||
Common shares issued for services and compensation | $ 16,279 | 264,353 | 280,632 | |||||
Common shares issued for services and compensation, shares | 16,279,273 | |||||||
Exercise of stock options | $ 4,000 | 6,400 | 10,400 | |||||
Exercise of stock options, shares | 4,000,000 | |||||||
Conversion of Series B preferred stock for common shares | $ (25) | $ 958 | (933) | |||||
Conversion of Series B preferred stock for common shares, shares | (25,000) | 958,333 | ||||||
Issuance of Series B dividend common shares | $ 90 | 3,360 | 3,450 | |||||
Issuance of Series B dividend common shares, shares | 90,216 | |||||||
Amortization of preferred stock discount | 15,910 | (15,910) | ||||||
Dividends on preferred stock | (1,725) | (1,725) | ||||||
Net loss | (431,445) | (431,445) | ||||||
Ending Balance at Jun. 30, 2020 | $ 50 | $ 130 | $ 214,615 | 7,002,953 | (10,503,660) | (3,285,912) | ||
Ending balance, shares at Jun. 30, 2020 | 50,000 | 129,559 | 214,614,749 | |||||
Beginning balance at Dec. 31, 2020 | $ 50 | $ 130 | $ 263,725 | 7,714,704 | (13,239,189) | (5,260,580) | ||
Beginning 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) | ||||||
Ending Balance at Mar. 31, 2021 | $ 50 | $ 130 | $ 473,098 | 9,218,133 | (14,858,316) | (5,166,906) | ||
Ending balance, shares at Mar. 31, 2021 | 50,000 | 129,559 | 473,098,618 | |||||
Beginning balance at Dec. 31, 2020 | $ 50 | $ 130 | $ 263,725 | 7,714,704 | (13,239,189) | (5,260,580) | ||
Beginning balance, shares at Dec. 31, 2020 | 50,000 | 129,559 | 263,725,234 | |||||
Dividends on preferred stock | $ (13,800) | $ (9,159) | ||||||
Net loss | (5,364,485) | |||||||
Ending Balance at Jun. 30, 2021 | $ 50 | $ 77 | $ 1 | $ 669,390 | 11,147,767 | (18,614,915) | (6,797,631) | |
Ending balance, shares at Jun. 30, 2021 | 50,000 | 76,559 | 550 | 669,390,677 | ||||
Beginning balance at Mar. 31, 2021 | $ 50 | $ 130 | $ 473,098 | 9,218,133 | (14,858,316) | (5,166,906) | ||
Beginning balance, shares at Mar. 31, 2021 | 50,000 | 129,559 | 473,098,618 | |||||
Debenture conversions | $ 100,449 | 1,821,061 | 1,921,510 | |||||
Debenture conversions, shares | 100,448,779 | |||||||
Conversion of notes and payables | $ 11,956 | 192,408 | 204,364 | |||||
Conversion of notes and payables, shares | 11,956,004 | |||||||
Exercise of warrants | $ 30,887 | (30,887) | ||||||
Exercise of warrants, shares | 30,887,276 | |||||||
Conversion of Series C preferred stock into common stock | $ 53 | $ (53,000) | 52,947 | |||||
Conversion of Series C preferred stock into common stock, shares | (53,000) | 53,000,000 | ||||||
Dividends on preferred stock | (9,519) | (9,519) | ||||||
Net loss | (3,747,079) | (3,747,079) | ||||||
Conversion of Series C preferred stock into common stock | (53) | 53,000 | (52,947) | |||||
Ending Balance at Jun. 30, 2021 | $ 50 | $ 77 | $ 1 | $ 669,390 | $ 11,147,767 | $ (18,614,915) | $ (6,797,631) | |
Ending balance, shares at Jun. 30, 2021 | 50,000 | 76,559 | 550 | 669,390,677 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 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”) launched in May 2021 on the NASDAQ. The Fund seeks to track the investment results (before fees and expenses) of the LGBTQ100 ESG Index and earns management fees based on assets under management (“AUM”). In late 2020, LPI was renamed to Advancing Equality Preference, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 $ 18,614,915 and have negative working capital of $ 6,863,770 as of June 30, 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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. 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: Schedule of Financial Instruments at Fair Value Fair Value Measurements as of June 30, 2021: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 3,154,374 $ 3,154,374 $ - $ - $ 3,154,374 $ 3,154,374 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. In the second quarter of 2021, the Company retrieved $ 100,000 from the Fund’s custodian, and provided $ 305,000 related to the ETF launch. As of June 30, 2021, $ 305,000 was in escrow. Earnings per Share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share Schedule of Anti-dilutive Securities Excluded from Diluted Net Loss Six Months Ended June 30, 2021 2020 Series D preferred stock 67,826 - Stock options outstanding 1,800,000 1,800,000 Warrants 204,946,057 - Shares to be issued upon conversion of notes 203,651,096 173,870,349 410,464,979 175,670,349 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 | 6 Months Ended |
Jun. 30, 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 these costs upon the launch of the index, and will amortize the costs over a three-year useful life. At June 30, 2021 and December 31, 2020, intangible assets, net was $ 66,139 and $ 78,285 , respectively. Amortization expense was $ 6,448 and $ 12,895 for both the three and six months ended June 30, 2021 and 2020, respectively. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4. Notes Payable As of June 30, 2021 and December 31, 2020, the Company has a note payable outstanding in the amount of $ 1,986 and $ 2,986 , respectively. The note is past due at June 30, 2021 and is, therefore, in default. The note accrues interest at a rate of 2% per annum. During the six months ended June 30, 2021, the Company repaid $ 1,000 pertaining to this note. In December 2019, the Company issued a promissory note to Pride Partners LLC (“Pride”) for $ 75,000 10% June 20, 2020 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 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 10% 86,350 March 5, 2022 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 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 10% 86,350 March 5, 2022 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 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 10% 169,125 May 4, 2022 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 During the three and six months ended June 30, 2021, the Company recorded amortization of debt discount and original issue discount of $ 364,877 and $ 582,631 , respectively, for all convertible debentures. During the three and six months ended June 30, 2020, the Company recorded amortization of debt discount and original discount of $ 201,028 and $ 403,267 , 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 six months ended June 30, 2021: Summary of Activity of Convertible Notes Payable and Convertible Debenture Convertible Debenture Balance as of December 31, 2020 $ 1,661,520 Issuance of convertible debenture - principal amount 341,825 Issuance of convertible debenture - debt discount and original issue discount (341,825 ) Amortization of debt discount and original issue discount 582,631 Conversion to common stock, net of discount (346,874 ) Balance as of June 30, 2021 $ 1,897,277 The following comprises the balance of the convertible debenture outstanding at June 30, 2021 and December 31, 2020: Schedule of Balance Convertible Debenture Outstanding June 30, December 31, 2021 2020 Principal amount outstanding $ 2,304,602 $ 2,458,024 Less: Unamortized original issue discount (55,271 ) (94,857 ) Less: Unamortized debt discount (352,053 ) (701,647 ) Convertible note payable, net of debt discount $ 1,897,277 $ 1,661,520 At December 31, 2020, convertible notes payable includes a balance of $ 615,134 85,000 180,447 434,687 |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 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: Schedule of Conversion Feature of Derivative Liability Six Months Ended June 30, 2021 2020 Risk-free interest rate 0.09 % 0.78 % Expected term (in years) 1.00 0.90 Expected volatility 237.4 % 161.9 % Expected dividend yield 0 % 0 % Exercise price of underlying common shares $ 0.004 $ 0.01 During the six months ended June 30, 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 $ 460,780 The following is a summary of the activity of the derivative liability for the six months ended June 30, 2021: Schedule of Derivative Liability Activity Derivative Liability Balance as of December 31, 2020 $ 1,930,235 Initial fair value on issuance of convertible debenture 760,740 Conversion of debenture to common stock (1,782,577 ) Change in fair value of derivative liability 2,245,976 Balance as of June 30, 2021 $ 3,154,374 |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Preferred Stock | Note 7. Preferred Stock Series D Convertible Preferred Stock On April 8, 2021, the Company issued 400 GHS Investments, LLC (“ GHS”) pursuant to a Securities Purchase Agreement (“GHS April Agreement”) for net proceeds of $ 427,600 40,000,000 0.001 On May 12, 2021, the Company issued 150 146,500 1,500,000 0.001 Notwithstanding, on June 23, 2021, GHS and the Company entered into a Rescission Agreement (the “Rescission Agreement”) pursuant to which the Company and GHS agreed to rescind, ab initio, the issuances of Warrants to GHS. Pursuant to the Rescission Agreement, GHS and the Company agreed that the issuance of the Warrants are unconditionally and irrevocably rescinded ab initio by GHS and the Company, and the Warrants are neither valid nor effective in any manner whatsoever. Further, GHS and the Company acknowledged that each has been restored to the position in which such party found itself on the date that the respective GHS Agreement was executed but without any references, rights or obligations relative to the Warrants contained in, or otherwise granted in, either the GHS Agreements or the Warrants. As a result, GHS has no rights whatsoever to the Warrants and the Company has no rights whatsoever to the any exercise price that it may have received pursuant to the Warrants. In connection with the execution and delivery of the Rescission Agreement, the Company and GHS entered into two (2) Amended and Restated Purchase Agreements which each seek to amend and restate the terms and conditions contained in the April Agreement and the May Agreement. In connection with the issuance of the Series D Preferred Stock, on April 7, 2021 and May 12, 2021, we filed a Certificates 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 1,000 The Series D Preferred Stock has a stated value of $ 1,200 8 The conversion price (the “Conversion Price”) for the Series D Preferred Stock shall be $0.008109, equal to 90% of the average VWAP for the ten (10) Trading Days immediately preceding the date of the SPA. The Conversion Price will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock. Following an “Event of Default,” as defined in the SPA, the Conversion price shall equal the lower of: (a) the then applicable Conversion Price; or (b) a price per share equaling eighty percent (80%) of the lowest traded price for the Company’s common stock during the fifteen (15) Trading Days immediately preceding, but not including, the Conversion Date. Each share of Series D 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 D Preferred Stock by the Series D Preferred Stock Conversion Price. Additionally, the Company shall have the right to redeem (a “Corporation Redemption”), all (but not less than all), shares of the Series D Preferred Stock issued and outstanding at any time after the issuance date, upon five (5) business days’ notice, at a redemption price per Series D Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the product of (i) the Premium Rate multiplied by (ii) the sum of (x) the Stated Value, (y) all accrued but unpaid dividends, and (z) all other amount due to the holder pursuant to the Series D COD and the SPA including, but not limited to late fees, liquidated damages and the legal fees and expenses of the holder’s counsel relating to the Series D COD and/or the SPA. “Premium Rate” means (a) 1.15 if all of the Series D Preferred Stock is redeemed within ninety (90) calendar days from the issuance date thereof; (b) 1.2 if all of the Series D Preferred Stock is redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof; (c) 1.25 if all of the Series D Preferred Stock is redeemed after one hundred twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof; and (iv) each share of Series D Preferred Stock shall be redeemed on the date that is one (1) calendar year from the date of its issuance. On the one-year anniversary of the date of issuance of the Preferred Stock, the Company must redeem the Preferred Stock then outstanding at a price equal to the outstanding Stated Value together with any accrued but unpaid dividends. Pursuant to the Series D COD, we are required to reserve and keep available out of our authorized and unissued shares of Common Stock two times the number of Common Stock needed to convert or exercise all Series D Preferred Stock. Further, the holders of the Series D Preferred Stock are entitled to vote with all holders of the Common Stock on an as converted or as exercised basis. The Series D COD provides for conversion price adjustments in the event of stock dividends, stock splits and similar transactions. It also provides for certain adjustments in connection with subsequent rights offerings, pro rata distributions to holders of our Common Stock and fundamental transactions. Additionally, from the date of the SPA until the date when the holder no longer holds any Series D Preferred Stock, upon any issuance by the Company or any of its subsidiaries of Common Stock or common stock equivalents (as defined in the Series D COD) for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Series D Preferred Stock then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. Following an “Event of Default” (as defined in the Series D COD), all outstanding shares of Series D Preferred Stock shall come immediately due for redemption and the redemption amount shall accrue interest at the lesser of: (a) eighteen percent (18%) per annum; or (b) the maximum legal rate. Redemption following an Event of Default shall occur at an amount equaling: 1.35 multiplied by the sum of the Stated Value, all accrued but unpaid dividends and all other amounts due pursuant to the Series D COD for all Series D Preferred Stock outstanding. Additionally, following an Event of Default, the Conversion Price shall equal the lower of: (a) the then applicable conversion price; or (b) a price per share equaling eighty percent (80%) of the lowest traded price for the Company’s Common Stock during the fifteen (15) trading days preceding the relevant conversion. The Series D Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitation (as defined in the Series D COD). However, as long as any shares of Series D Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series D Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or alter or amend the Series D COD, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in the Series D COD) senior to, or otherwise pari passu with, the Series D Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Series D Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders (as defined in the Series D COD), (d) increase the number of authorized shares of Series D Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. Due to the mandatorily redeemable features, the Series D preferred stock was classified as a liability pursuant to ASC 480-10. The Company recorded a debt discount of $ 15,900 3,256 As of June 30, 2021, we had $ 9,159 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Note 8. Stockholders’ Equity (Deficit) Common Stock 2021 Transactions In March 2021, an aggregate of 140,000,000 961,666 In March 2021, an aggregate of 31,834,386 236,448 In June 2021, an aggregate of 11,956,004 204,364 In June 2021, Auctus exercised 30,887,276 During the six months ended June 30, 2021, Pride converted 53,000 53,000,000 During the six months ended June 30, 2021, the Company issued 137,987,777 495,247 2020 Transactions In January 2020, we issued 294,994 During the six months ended June 30, 2020, we issued an aggregate of 10,052,318 459,417 In March 2020, we issued 1,000,000 In May 2020, we issued an aggregate of 11,942,161 In April 2020, we issued 90,216 958,333 25,000 In May 2020, we issued an aggregate of 12,889,267 139,215 In June 2020, two option holders exercised their outstanding options for a total of 4,000,000 0.0026 10,400 During the six months ended June 30, 2020, we issued an aggregate of 4,170,000 shares of common stock to Pride Partners pursuant to warrant exercises. Refer to Note 9. Series B Convertible Preferred Stock As of June 30, 2021, we had $ 13,800 Series C Convertible Preferred Stock During the quarter ended June 30, 2021, Pride converted 53,000 53,000,000 76,559 |
Options and Warrants
Options and Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Options and Warrants | Note 9. Options and Warrants Options As of June 30, 2021 and December 31, 2020, we had 1,800,000 There was no Warrants As of June 30, 2021 and December 31, 2020, we had 204,946,057 235,833,333 0.02 30,887,276 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. 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 June 30, 2021 and December 31, 2020 totaled $ 1,800 17,885 2% 16,085 Currently the Company has defaulted on all of their remaining related party loan obligations. Forbearance has been granted by the related parties on all loans. Accrued Salaries and Compensation As of June 30, 2021 and December 31, 2020, accrued salaries to our company officers and executive director totaled $ 319,735 299,732 In March 2021, we issued 200,000,000 160,000 Board of Directors In March 2021, we issued 20,000,000 140,000,000 961,666 138,334 Total accrued directors’ compensation of $ 0 94,584 A board member is the co-founder and president of ProcureAM, LLC, the fund advisor for the Fund. As of June 30, 2021 and December 31, 2020, we have $ 305,000 100,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events Management has evaluated all activity up to August 16, 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: On July 6, 2021, the Board increased the size of its Board from seven persons to nine persons and appointed Andrea Breanna to fill a vacant director position created thereby, effective immediately. At this time, Ms. Breanna has not been named to any committees of the Board. On July 13, 2021, we entered into a Securities Purchase Agreement (the “July SPA”) with GHS Investments, LLC (the “Purchaser”), a Nevada limited liability company, pursuant to which for a purchase price of $ 250,000 250 1,000 0.001 400 400 1,200 8% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 $ 18,614,915 and have negative working capital of $ 6,863,770 as of June 30, 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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. |
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: Schedule of Financial Instruments at Fair Value Fair Value Measurements as of June 30, 2021: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 3,154,374 $ 3,154,374 $ - $ - $ 3,154,374 $ 3,154,374 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. In the second quarter of 2021, the Company retrieved $ 100,000 from the Fund’s custodian, and provided $ 305,000 related to the ETF launch. As of June 30, 2021, $ 305,000 was in escrow. |
Earnings per Share | Earnings per Share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share Schedule of Anti-dilutive Securities Excluded from Diluted Net Loss Six Months Ended June 30, 2021 2020 Series D preferred stock 67,826 - Stock options outstanding 1,800,000 1,800,000 Warrants 204,946,057 - Shares to be issued upon conversion of notes 203,651,096 173,870,349 410,464,979 175,670,349 |
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) | 6 Months Ended |
Jun. 30, 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: Schedule of Financial Instruments at Fair Value Fair Value Measurements as of June 30, 2021: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 3,154,374 $ 3,154,374 $ - $ - $ 3,154,374 $ 3,154,374 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 Anti-dilutive Securities Excluded from Diluted Net Loss | Schedule of Anti-dilutive Securities Excluded from Diluted Net Loss Six Months Ended June 30, 2021 2020 Series D preferred stock 67,826 - Stock options outstanding 1,800,000 1,800,000 Warrants 204,946,057 - Shares to be issued upon conversion of notes 203,651,096 173,870,349 410,464,979 175,670,349 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2021: Summary of Activity of Convertible Notes Payable and Convertible Debenture Convertible Debenture Balance as of December 31, 2020 $ 1,661,520 Issuance of convertible debenture - principal amount 341,825 Issuance of convertible debenture - debt discount and original issue discount (341,825 ) Amortization of debt discount and original issue discount 582,631 Conversion to common stock, net of discount (346,874 ) Balance as of June 30, 2021 $ 1,897,277 |
Schedule of Balance Convertible Debenture Outstanding | The following comprises the balance of the convertible debenture outstanding at June 30, 2021 and December 31, 2020: Schedule of Balance Convertible Debenture Outstanding June 30, December 31, 2021 2020 Principal amount outstanding $ 2,304,602 $ 2,458,024 Less: Unamortized original issue discount (55,271 ) (94,857 ) Less: Unamortized debt discount (352,053 ) (701,647 ) Convertible note payable, net of debt discount $ 1,897,277 $ 1,661,520 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Conversion Feature of Derivative Liability | 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: Schedule of Conversion Feature of Derivative Liability Six Months Ended June 30, 2021 2020 Risk-free interest rate 0.09 % 0.78 % Expected term (in years) 1.00 0.90 Expected volatility 237.4 % 161.9 % Expected dividend yield 0 % 0 % Exercise price of underlying common shares $ 0.004 $ 0.01 |
Schedule of Derivative Liability Activity | The following is a summary of the activity of the derivative liability for the six months ended June 30, 2021: Schedule of Derivative Liability Activity Derivative Liability Balance as of December 31, 2020 $ 1,930,235 Initial fair value on issuance of convertible debenture 760,740 Conversion of debenture to common stock (1,782,577 ) Change in fair value of derivative liability 2,245,976 Balance as of June 30, 2021 $ 3,154,374 |
Schedule of Financial Instrumen
Schedule of Financial Instruments at Fair Value (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability on convertible notes payable | $ 3,154,374 | $ 1,930,235 |
Derivative instruments at fair value | 3,154,374 | 1,930,235 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability on convertible notes payable | ||
Derivative instruments at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability on convertible notes payable | ||
Derivative instruments at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability on convertible notes payable | 3,154,374 | 1,930,235 |
Derivative instruments at fair value | $ 3,154,374 | $ 1,930,235 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Diluted Net Loss (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 410,464,979 | 175,670,349 |
Series D Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 67,826 | |
Stock Options Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,800,000 | 1,800,000 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 204,946,057 | |
Shares to be Issued Upon Conversion of Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 203,651,096 | 173,870,349 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Accounting Policies [Abstract] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 18,614,915 | |
[custom:WorkingCapital-0] | $ 6,863,770 | 6,863,770 |
Decrease in Restricted Cash | 100,000 | |
Increase in Restricted Cash | 305,000 | |
Escrow Deposit | $ 305,000 | $ 305,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Finite-Lived Intangible Assets, Net | $ 66,139 | $ 78,285 | ||
Amortization of Intangible Assets | $ 6,448 | $ 12,895 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Dec. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Debt instrument interest rate | 2.00% | 2.00% | |
Note Payable [Member] | |||
Short-term Debt [Line Items] | |||
Note payable outsanding | $ 1,986 | $ 2,986 | |
Debt instrument interest rate | 2.00% | ||
Repayments of Debt | $ 1,000 | ||
Promissory Note [Member] | Pride Partners LLC [Member] | |||
Short-term Debt [Line Items] | |||
Note payable outsanding | $ 75,000 | ||
Debt instrument interest rate | 10.00% | ||
Debt maturity date | Jun. 20, 2020 |
Summary of Activity of Converti
Summary of Activity of Convertible Notes Payable and Convertible Debenture (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Short-term Debt [Line Items] | ||
Beginning balance | $ 1,661,520 | |
Amortization of debt discount and original issue discount | 704,007 | $ 403,267 |
Ending balance | 1,897,277 | |
Debenture [Member] | ||
Short-term Debt [Line Items] | ||
Beginning balance | 1,661,520 | |
Issuance of convertible debenture - principal amount | 341,825 | |
Issuance of convertible debenture - debt discount and original issue discount | (341,825) | |
Amortization of debt discount and original issue discount | 582,631 | |
Conversion to common stock, net of discount | (346,874) | |
Ending balance | $ 1,897,277 |
Schedule of Balance Convertible
Schedule of Balance Convertible Debenture Outstanding (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Principal amount outstanding | $ 2,304,602 | $ 2,458,024 |
Less: Unamortized original issue discount | (55,271) | (94,857) |
Less: Unamortized debt discount | (352,053) | (701,647) |
Convertible note payable, net of debt discount | $ 1,897,277 | $ 1,661,520 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | May 04, 2021USD ($)Integer | Mar. 05, 2021USD ($)Integer | Jan. 21, 2021USD ($)Integer | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Short-term Debt [Line Items] | ||||||||
Debt interest rate | 2.00% | 2.00% | 2.00% | |||||
Debt principal amount | $ 2,304,602 | $ 2,304,602 | $ 2,458,024 | |||||
Amortization of Debt Issuance Costs and Discounts | 704,007 | $ 403,267 | ||||||
Default penalty | 615,134 | |||||||
Convertible Notes Payable [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Amortization of Debt Issuance Costs and Discounts | $ 364,877 | $ 201,028 | $ 582,631 | $ 403,267 | ||||
EMA [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt principal amount | $ 85,000 | |||||||
Debt conversion, shares issued | shares | 180,447 | |||||||
Debt conversion, amount | $ 434,687 | |||||||
Securities Purchase Agreement [Member] | Power Up Lending Group Ltd [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Purchase price | $ 150,000 | $ 75,000 | $ 75,000 | |||||
Debt interest rate | 10.00% | 10.00% | 10.00% | |||||
Debt principal amount | $ 169,125 | $ 86,350 | $ 86,350 | |||||
Debt maturity date | May 4, 2022 | Mar. 5, 2022 | Mar. 5, 2022 | |||||
Debt 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 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 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. | |||||
Trading days | Integer | 20 | 20 | 20 |
Schedule of Conversion Feature
Schedule of Conversion Feature of Derivative Liability (Details) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt measurement input percentage | 0.09 | 0.78 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt measurement input term | 1 year | 10 months 24 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt measurement input percentage | 237.4 | 161.9 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt measurement input percentage | 0 | 0 |
Exercise Price of Underlying Common Shares [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt measurement input percentage | 0.004 | 0.01 |
Schedule of Derivative Liabilit
Schedule of Derivative Liability Activity (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Beginning balance | $ 1,930,235 |
Ending balance | 3,154,374 |
Debenture [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Beginning balance | 1,930,235 |
Initial fair value on issuance of convertible debenture | 760,740 |
Conversion of principal amount of debenture to common stock | (1,782,577) |
Change in fair value of derivative liability | 2,245,976 |
Ending balance | $ 3,154,374 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Origination interest on derivative liability and expensed on origination | $ 460,780 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | May 12, 2021 | Apr. 08, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||||||
Number of common stock issue | 140,000,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Debt discount | $ 15,900 | $ 15,900 | ||||||||
Amortized to interest expense | 3,256 | |||||||||
Preferred stock dividend | $ 9,519 | $ 1,722 | $ 1,725 | $ 2,588 | ||||||
Series D Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | |||||||
Preferred stock dividend | $ 9,159 | |||||||||
Series D Preferred Stock [Member] | GHS Investments, LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of common stock issue | 150 | 400 | ||||||||
Proceeds from issuance of convertible preferred stock | $ 146,500 | $ 427,600 | ||||||||
Warrant issued | 1,500,000 | 40,000,000 | ||||||||
Warrant exercise price | $ 0.001 | $ 0.001 | ||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||||||
Preferred stock, stated value | $ 1,200 | $ 1,200 | ||||||||
Preferred stock, dividend rate | 8.00% | 8.00% | ||||||||
Preferred stock conversion, description | The conversion price (the “Conversion Price”) for the Series D Preferred Stock shall be $0.008109, equal to 90% of the average VWAP for the ten (10) Trading Days immediately preceding the date of the SPA. The Conversion Price will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock. Following an “Event of Default,” as defined in the SPA, the Conversion price shall equal the lower of: (a) the then applicable Conversion Price; or (b) a price per share equaling eighty percent (80%) of the lowest traded price for the Company’s common stock during the fifteen (15) Trading Days immediately preceding, but not including, the Conversion Date. | |||||||||
Preferred stock, voting right | Each share of Series D 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 D Preferred Stock by the Series D Preferred Stock Conversion Price. | |||||||||
Preferred stock, redemption term | Additionally, the Company shall have the right to redeem (a “Corporation Redemption”), all (but not less than all), shares of the Series D Preferred Stock issued and outstanding at any time after the issuance date, upon five (5) business days’ notice, at a redemption price per Series D Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the product of (i) the Premium Rate multiplied by (ii) the sum of (x) the Stated Value, (y) all accrued but unpaid dividends, and (z) all other amount due to the holder pursuant to the Series D COD and the SPA including, but not limited to late fees, liquidated damages and the legal fees and expenses of the holder’s counsel relating to the Series D COD and/or the SPA. “Premium Rate” means (a) 1.15 if all of the Series D Preferred Stock is redeemed within ninety (90) calendar days from the issuance date thereof; (b) 1.2 if all of the Series D Preferred Stock is redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof; (c) 1.25 if all of the Series D Preferred Stock is redeemed after one hundred twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof; and (iv) each share of Series D Preferred Stock shall be redeemed on the date that is one (1) calendar year from the date of its issuance. | |||||||||
Series D Convertible Preferred Stock [Member] | Subsequent Financing [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock conversion, description | the holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Series D Preferred Stock then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. | |||||||||
Series D Convertible Preferred Stock [Member] | Event of Default [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, redemption term | Following an “Event of Default” (as defined in the Series D COD), all outstanding shares of Series D Preferred Stock shall come immediately due for redemption and the redemption amount shall accrue interest at the lesser of: (a) eighteen percent (18%) per annum; or (b) the maximum legal rate. Redemption following an Event of Default shall occur at an amount equaling: 1.35 multiplied by the sum of the Stated Value, all accrued but unpaid dividends and all other amounts due pursuant to the Series D COD for all Series D Preferred Stock outstanding. Additionally, following an Event of Default, the Conversion Price shall equal the lower of: (a) the then applicable conversion price; or (b) a price per share equaling eighty percent (80%) of the lowest traded price for the Company’s Common Stock during the fifteen (15) trading days preceding the relevant conversion. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | May 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||||||||||
Number of common stock issue | 140,000,000 | |||||||||||||
Personnel costs | $ 93,121 | $ 284,507 | $ 1,389,121 | $ 499,462 | ||||||||||
Shares issued for options exercised, value | 10,400 | |||||||||||||
Preferred stock dividend | $ 9,519 | $ 1,722 | 1,725 | $ 2,588 | ||||||||||
Debentures [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Debt conversion, converted instrument, shares issued | 137,987,777 | |||||||||||||
Debt conversion, converted instrument, amount | $ 495,247 | |||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Conversion of stock, shares issued | (53,000) | |||||||||||||
Shares issued for options exercised, value | ||||||||||||||
Preferred stock dividend | ||||||||||||||
Preferred stock, shares issued | 76,559 | 76,559 | 76,559 | 0 | ||||||||||
Preferred stock, shares outstanding | 76,559 | 76,559 | 76,559 | 0 | ||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares issued for options exercised, value | ||||||||||||||
Preferred stock dividend | $ 13,800 | |||||||||||||
Preferred stock, shares issued | 50,000 | 50,000 | 50,000 | 50,000 | ||||||||||
Preferred stock, shares outstanding | 50,000 | 50,000 | 50,000 | 50,000 | ||||||||||
Auctus [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares issued for exercise of warrants | 30,887,276 | 30,887,276 | ||||||||||||
Pride Partner [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares issued for exercise of warrants | 4,170,000 | |||||||||||||
Board Members [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock issue | 140,000,000 | |||||||||||||
Personnel costs | $ 961,666 | |||||||||||||
Employees and Consultants [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock issue | 31,834,386 | |||||||||||||
Number of common stock issue, value | $ 236,448 | |||||||||||||
Related Party [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of stock issued upon conversion | 11,956,004 | |||||||||||||
Number of stock issued upon conversion, value | $ 204,364 | |||||||||||||
Pride [Member] | Series C Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares converted | 53,000 | |||||||||||||
Pride [Member] | Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Conversion of stock, shares issued | 53,000,000 | |||||||||||||
Bridge Noteholder [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares issued | 294,994 | |||||||||||||
Consultant [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares issued for services | 10,052,318 | |||||||||||||
Number of shares issued for services, value | $ 459,417 | |||||||||||||
Durwood Orlando Reece [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||
Director [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares issued for compensation | 11,942,161 | |||||||||||||
Investor [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares issued for accrued dividend | 90,216 | |||||||||||||
Investor [Member] | Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Conversion of stock, shares issued | 958,333 | |||||||||||||
Investor [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares converted | 25,000 | |||||||||||||
Executives, Officers and Consultants [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares issued for services | 12,889,267 | |||||||||||||
Number of shares issued for services, value | $ 139,215 | |||||||||||||
Two Option Holders [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares issued for options exercised | 4,000,000 | |||||||||||||
Shares issued price per share | $ 0.0026 | $ 0.0026 | $ 0.0026 | |||||||||||
Shares issued for options exercised, value | $ 10,400 | |||||||||||||
Pride Partner [Member] | Series C Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares converted | 53,000 | |||||||||||||
Pride Partner [Member] | Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Conversion of stock, shares issued | 53,000,000 |
Options and Warrants (Details N
Options and Warrants (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation expense | $ 0 | $ 0 | |||
Warrants Outstanding | 204,946,057 | 204,946,057 | 235,833,333 | ||
Weighted Average Exercise Price | $ 0.02 | $ 0.02 | $ 0.02 | ||
Auctus [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued for exercise of warrants | 30,887,276 | 30,887,276 | |||
2012 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding | 1,800,000 | 1,800,000 | 1,800,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||
Notes payable to related party | $ 1,800 | $ 1,800 | $ 1,800 | $ 17,885 | |||
Debt instrument interest rate | 2.00% | 2.00% | 2.00% | 2.00% | |||
Common shares issued for cash, shares | 140,000,000 | ||||||
Personnel costs | $ 93,121 | $ 284,507 | $ 1,389,121 | $ 499,462 | |||
Conversion of accrued consulting fees into common shares | 338,608 | $ 617,750 | |||||
Accrued directors' compensation | $ 0 | 0 | 0 | $ 94,584 | |||
Other receivables related parties | 305,000 | 305,000 | 305,000 | 100,000 | |||
Officers and Executive Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued salaries | $ 319,735 | $ 319,735 | $ 319,735 | $ 299,732 | |||
Chief Operating Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares issued for cash, shares | 200,000,000 | ||||||
Number of shares issued, value | $ 160,000 | ||||||
Seven Board Members [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares issued for cash, shares | 20,000,000 | ||||||
Personnel costs | $ 961,666 | ||||||
Conversion of accrued consulting fees into common shares | $ 138,334 | ||||||
Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt conversion, shares issued | 16,085 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 13, 2021 | May 12, 2021 | Apr. 09, 2021 | Apr. 07, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Series D Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||
Series D Convertible Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||
Preferred stock, stated value | $ 1,200 | $ 1,200 | ||||
Preferred stock dividend percentage | 8.00% | 8.00% | ||||
Series D Convertible Preferred Stock [Member] | Purchaser [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued | 400 | |||||
Preferred stock, stated value | $ 1,200 | |||||
Preferred stock dividend percentage | 8.00% | |||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, par value | $ 0.001 | |||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, shares authorized | 400 | |||||
Subsequent Event [Member] | GHS Investments, LLC [Member] | Securities Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Purchase price | $ 250,000 | |||||
Subsequent Event [Member] | GHS Investments, LLC [Member] | Securities Purchase Agreement [Member] | Series D Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued | 250 | |||||
Shares issued price per share | $ 1,000 |