Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
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 | 954 | ||
Local Phone Number | 947-6133 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9,678,483 | ||
Entity Common Stock, Shares Outstanding | 912,068,287 | ||
Auditor Firm ID | 457 | ||
Auditor Name | Haynie & Company | ||
Auditor Location | Salt Lake City, Utah |
Statement- Consolidated Balance
Statement- Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 78,348 | $ 30,312 |
Other receivables | 100,000 | |
Prepaid expenses and other current assets | 6,925 | 20,983 |
Total current assets | 85,273 | 151,295 |
Intangible assets, net | 53,243 | 78,285 |
Total assets | 138,516 | 229,580 |
Current liabilities: | ||
Accounts payable | 985,917 | 920,569 |
Accrued salaries and consulting fees | 660,331 | 605,857 |
Accrued interest and dividends | 640,153 | 226,108 |
Notes payable | 126,986 | 127,986 |
Notes payable to related party | 1,800 | 17,885 |
Convertible notes payable, net of debt discount | 2,195,145 | 1,661,520 |
Derivative liability on convertible notes payable | 1,398,127 | 1,930,235 |
Series D preferred stock, net of discount | 1,078,693 | |
Total liabilities | 7,087,152 | 5,490,160 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 832,719,287 and 263,725,234 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 832,719 | 263,725 |
Additional paid-in capital | 12,125,130 | 7,714,704 |
Accumulated deficit | (19,906,537) | (13,239,189) |
Total stockholders’ equity (deficit) | (6,948,636) | (5,260,580) |
Total liabilities and stockholders’ equity (deficit) | 138,516 | 229,580 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | 50 | |
Series C Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | $ 52 | $ 130 |
Statement- Consolidated Balan_2
Statement- Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 832,719,287 | 263,725,234 |
Common stock, shares outstanding | 832,719,287 | 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 | 0 | 50,000 |
Preferred stock, shares outstanding | 0 | 50,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 129,559 | 129,559 |
Preferred stock, shares issued | 51,559 | 0 |
Preferred stock, shares outstanding | 51,559 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 560 | |
Cost of net revenue | ||
Gross profit | 560 | |
Operating expenses: | ||
Personnel costs | 1,781,124 | 827,201 |
Consulting fees | 111,020 | 300,659 |
Legal and professional fees | 719,288 | 490,742 |
Fund expenses | 305,000 | |
Sales and marketing | 335,825 | 33,432 |
General and administrative | 161,534 | 137,037 |
Depreciation and amortization | 25,792 | 27,592 |
Total operating expenses | 3,439,583 | 1,816,663 |
Loss from operations | (3,439,583) | (1,816,103) |
Other income (expense): | ||
Interest expense | (2,134,113) | (2,463,310) |
Other income (expense) | (7,076) | 3,000 |
Change in derivative liability | (1,031,907) | 167,658 |
Total other income (expense), net | (3,173,096) | (2,292,652) |
Provision for income taxes | ||
Net loss | $ (6,612,679) | $ (4,108,755) |
Weighted average common shares outstanding - basic and diluted | 591,888,567 | 203,791,785 |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.02) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Preferred Stock [Member]Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 75 | $ 130 | $ 169,217 | $ 6,035,547 | $ (9,077,614) | $ (2,872,645) | |
Begning 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 | $ 12,942 | 219,452 | 232,395 | ||||
Common shares issued to board of directors, shares | 12,942,161 | ||||||
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 common stock warrants | $ 4,170 | 121,914 | 126,084 | ||||
Exercise of common stock warrants, shares | 4,170,000 | ||||||
Exercise of stock options | $ 4,000 | 6,400 | 10,400 | ||||
Exercise of stock options, shares | 4,000,000 | ||||||
Warrants issued in connection with convertible debenture | 328,815 | 328,815 | |||||
Debenture conversions | $ 49,110 | 369,698 | 418,809 | ||||
Debenture conversions, shares | 49,110,485 | ||||||
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 | 45,056 | (45,056) | |||||
Dividends on preferred stock | (7,763) | (7,763) | |||||
Net loss | (4,108,755) | (4,108,755) | |||||
Conversion of Series C preferred stock into common stock, shares | (78,000) | ||||||
Ending balance, value at Dec. 31, 2020 | $ 50 | $ 130 | $ 263,725 | 7,714,704 | (13,239,189) | (5,260,580) | |
Ending 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 | $ 45,903 | 335,545 | 381,448 | ||||
Common shares issued for services and compensation, shares | 45,903,361 | ||||||
Debenture conversions | $ 215,134 | 2,958,851 | 3,173,984 | ||||
Debenture conversions, shares | 215,133,819 | ||||||
Conversion of Series B preferred stock for common shares | $ (50) | $ 1,917 | (1,867) | ||||
Conversion of Series B preferred stock for common shares, shares | (50,000) | 1,916,666 | |||||
Issuance of Series B dividend common shares | $ 923 | 12,877 | 13,800 | ||||
Issuance of Series B dividend common shares, shares | 922,790 | ||||||
Dividends on preferred stock | (54,669) | (54,669) | |||||
Net loss | (6,612,679) | (6,612,679) | |||||
Conversion of notes and payables | $ 11,956 | 192,408 | 204,364 | ||||
Conversion of notes and payables, shares | 11,956,004 | ||||||
Exercise of warrants | $ 61,775 | (61,775) | |||||
Exercise of common stock warrants, shares | 61,774,551 | ||||||
Common shares issued pursuant to equity line of credit | $ 13,387 | 72,309 | 85,696 | ||||
Common shares issued pursuant to equity line of credit, shares | 13,386,862 | ||||||
Conversion of Series C preferred stock into common stock | (78) | $ 78,000 | (77,922) | ||||
Conversion of Series C preferred stock into common stock, shares | 78,000,000 | ||||||
Ending balance, value at Dec. 31, 2021 | $ 52 | $ 832,719 | $ 12,125,130 | $ (19,906,537) | $ (6,948,636) | ||
Ending balance, shares at Dec. 31, 2021 | 51,559 | 832,719,287 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (6,612,679) | $ (4,108,755) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount and original issue discount | 1,234,625 | 862,209 |
Change in fair value of derivative liability | 1,031,907 | (167,658) |
Financing related costs - debt | 460,780 | 1,353,874 |
Stock-based compensation expense | 1,376,448 | 213,276 |
Fund expenses | 305,000 | |
Depreciation and amortization | 25,792 | 27,592 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 139,058 | (11,763) |
Accounts payable | 60,457 | 148,504 |
Accrued salaries and consulting fees | 242,753 | 586,157 |
Accrued interest and dividends | 406,775 | 154,896 |
Net cash used in operating activities | (1,329,084) | (941,668) |
Cash flows from investing activities: | ||
Other receivables | (205,000) | |
Investment in intangible assets | (750) | (32,800) |
Net cash used in investing activities | (205,750) | (32,800) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible debenture agreements | 500,000 | 856,000 |
Preyaments of convertible debt agreements | (56,350) | |
Net proceeds (repayments) from promissory note agreements | (1,000) | 47,250 |
Proceeds from issuance of Series D preferred stock | 1,061,600 | (5,000) |
Proceeds from issuance of common stock under equity line of credit | 78,620 | |
Proceeds from exercise of warrants | 93,342 | |
Net cash provided by financing activities | 1,582,870 | 991,592 |
Net increase (decrease) in cash | 48,036 | 17,124 |
Cash at beginning of year | 30,312 | 13,188 |
Cash at end of year | 78,348 | 30,312 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | 4,944 | 27,500 |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of accrued consulting fees into common shares | 188,279 | 617,750 |
Conversion of convertible debenture and notes | 3,173,984 | 418,809 |
Conversion of related party notes payable into common shares | 16,085 | |
Conversion of Series C preferred stock into common stock | 78,000 | |
Exercise of common stock warrants | 61,775 | 32,742 |
Amortization of preferred stock discount | 45,056 | |
Dividends on preferred stock | $ 54,669 | $ 7,763 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 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. In late 2020, LPI was renamed to Advancing Equality Preference, Inc. On March 25, 2022, ProcureAM, LLC (“Adviser”), the adviser to the Fund, after consultation with the Company, the sponsor of the ETF, determined that the Fund should be closed. Based upon a recommendation by the Adviser, the Board of Trustees of Procure ETF Trust I (the “Trust”) has approved a Plan of Liquidation for the Fund under which the Fund will be liquidated on or about April 28, 2022 (the “Liquidation Date”). The Liquidation Date may be changed without notice at the discretion of the officers of the Trust. Beginning when the Fund commences the liquidation of its portfolio, the Fund will not pursue its investment objectives or, with certain exceptions, engage in normal business activities, and the Fund may hold cash and securities that may not be consistent with the Fund’s investment objective and strategy, which may adversely affect Fund performance. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”), which contemplates our continuation as a going concern. We have incurred losses to date of $19,906,537 and have negative working capital. To date we have funded our operations through advances from a related party, issuance of convertible debt, and the sale of our common stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, 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 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. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At December 31, 2021 and 2020, all of the Company’s cash and cash equivalents were held at one accredited financial institution. Financial Instruments The estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximated fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate. Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights and derivative liabilities. Our financial instruments consist of cash, other current assets, accounts payables, accruals, and notes payable. The carrying values of these instruments approximate fair value because of the short-term maturities. The Company’s restricted cash is based on Level 1 inputs. The fair value of the Company’s convertible debentures and promissory notes approximates their carrying values as the underlying imputed interest rates approximates the estimated current market rate for similar instruments. The derivative is a measured as Level 3 instrument due to the various inputs which requires significant management judgment. Refer to Note 6 for detail. The following table is a summary of our financial instruments measured at fair value: Schedule of Financial Instruments at Fair Value Fair Value Measurements as of December 31, 2021: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ $ $ 1,398,127 $ 1,398,127 $ - $ - $ 1,398,127 $ 1,398,127 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. Intangibles Intangibles, which include website development costs, databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 350 Intangibles – Goodwill and Other Derivative Financial Instruments The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has a sequencing policy regarding share settlement wherein instruments with a fixed conversion price or floor would be settled first, and interest payable in shares settle next. Thereafter, share settlement order is based on instrument issuance date – earlier dated instruments settling before later dated. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. The policy includes all shares issuable pursuant to debenture and preferred stock instruments as well as shares issuable under service and employment contracts and interest on short term loans. Revenue Recognition ASC Topic 606, “ Revenue from Contracts with Customers” Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Revenue was derived primarily from the sale of sports and fitness apparel and equipment through 2020. Stock-Based Compensation The Company accounts for stock-based compensation for employees and non-employees in accordance with ASC 718, Compensation - Stock Compensation Income Taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood For the years ended December 31, 2021 and 2020 we did not have any interest, penalties or any significant unrecognized uncertain tax positions. Earnings per Share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share Schedule of Anti-dilutive Securities Excluded from Diluted Net Loss 2021 2020 Year Ended December 31, 2021 2020 Stock options outstanding - 1,800,000 Warrants 174,058,782 235,833,333 Shares to be issued upon conversion of notes 1,276,835,277 600,479,598 Anti-dilutive securities excluded from computation of earning per share, amount 1,450,894,059 838,112,931 Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740)(“ASU 2019-12”) Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3. Intangible Assets The Company capitalized costs pertaining to the development of the LGBTQ100 ESG Index website. The Company began amortizing upon the launch of the index, and will amortize the costs over a three-year useful life. At December 31, 2021 and 2020, intangible assets, net was $ 53,243 and $ 78,285 , respectively. Amortization expense was $ 25,792 and $ 27,592 for the years ended December 31, 2021 and 2020, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4. Notes Payable As of December 31, 2021 and 2020, the Company has a note payable outstanding in the amount of $ 1,986 2,986 2 1,000 5,000 In December 2019, the Company issued a promissory note to Pride Partners LLC (“Pride”) for $ 75,000 10 June 20, 2020 In 2019, the Company issued a promissory note for $ 50,000 2,500 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5. Convertible Notes Payable Convertible Debentures Pride On June 4, 2019 (the “Closing Date”), we entered into and closed a Securities Purchase Agreement (the “SPA”) with Pride (or the “Purchaser” or “Pride”) pursuant to which for a purchase price of $ 500,000 550,000 10 15 6,250,000 On August 27, 2019, the Company entered into Amendment No. 1 to the Securities Purchase Agreement (the “First Amendment”) with Pride. Pursuant to the terms of the Amendment, Pride agreed to purchase an additional $ 220,000 10 200,000 10 550,000 770,000 On October 14, 2019 the Company entered into Amendment No. 2 to the Securities Purchase Agreement (the “Second Amendment”) with Pride. Pursuant to the terms of Amendment. Pride agreed to purchase an additional $ 330,000 10 300,000 10 770,000 1,100,000 Pursuant to the terms of the Second Amendment, the shares of common stock underlying the additional $ 330,000 10 As of December 31, 2021 and 2020, the Company had $ 1,078,090 Cavalry On February 12, 2020, the Company entered into a Securities Purchase Agreement with Cavalry Fund I LP (the “Calvary Note”). Pursuant to the terms of the Calvary Note, the lender agreed to purchase from the Company, for a purchase price of $ 100,000 10 115,500 November 11, 2020 10% As of December 31, 2021 and 2020, the Company had $ 0 115,500 34,346,921 Power Up On March 10, 2020, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd (“Power Up Note”). Pursuant to the terms of the Power Up Note, the lender agreed to purchase from the Company, for a purchase price of $ 75,000 10 85,800 March 10, 2021 10% On May 26, 2020, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd (“Power Up May Note”). Pursuant to the terms of the Power Up May Note, the lender agreed to purchase from the Company, for a purchase price of $ 75,000 10 85,800 May 26, 2021 10% On September 29, 2020, the Company entered into a Securities Purchase Agreement with Power Up (“Power Up September Note”). Pursuant to the terms of the Power Up September Note, the lender agreed to purchase from the Company, for a purchase price of $ 80,000 10 91,300 September 29, 2021 10% 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 10% 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 10% 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 10% 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 As of December 31, 2021 and 2020, the Company had $ 0 and $ 91,300 in outstanding principal pertaining to the Power Up notes. In 2021 and 2020, the Company issued 95,327,481 and 49,110,485 shares of common stock, respectively, pursuant to the conversion of the outstanding principal and accrued interest. Auctus On August 11, 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) with Auctus Fund, LLC (“Auctus”). Pursuant to the terms of the SPA, the Purchaser agreed to purchase from the Company, for a purchase price of $ 132,000 12 150,000 12% The Variable Conversion Price shall mean 100% multiplied by the Market Price (representing a discount rate of 0%). Market Price means the average of the previous 5 days volume weighted average price. In connection with the Note, the Company issued two common stock purchase warrants to purchase up to an aggregate of 15,000,000 7,500,000 45,068 On October 8, 2020, the Company entered into a Securities Purchase Agreement (the “Auctus October Note”) with Auctus Fund, Pursuant to the terms of the Auctus October Note, Auctus agreed to purchase from the Company, for a purchase price of $ 300,000 : (i) a Convertible Promissory Note in the principal amount of $ 300,000 (the “Auctus Note”); (ii) a common stock purchase warrant permitting Auctus to purchase up to 100,000,000 shares of the Company’s common stock at an exercise price of $ 0.015 per share (the “Warrant A”); and (iii) a common stock purchase warrant permitting Auctus to purchase up to 100,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.015 per share (the “Warrant B”) and together with the Warrant A, the “Warrants”). As of December 31, 2020, two warrants to purchase an aggregate of 200,000,000 shares was issued and outstanding to Auctus. The fair value of the warrants was determined to be $ 1,237,906 , which was recorded as origination interest and included in interest expense in the consolidated statements of operations. The Auctus October Note accrues interest at a rate of 12 As of December 31, 2021 and 2020, $ 450,000 JSJ On September 28, 2020, the Company entered into a convertible promissory note (“JSJ Note”) with JSJ Investments, Inc., pursuant to which JSJ purchased from the Company, at a purchase price of $ 100,000 10 108,000 As of December 31, 2021 and 2020, the Company had $ 0 108,000 24,745,417 EMA On March 11, 2020, the Company entered into a Securities Purchase Agreement (the “EMA Note”) with EMA Financial, LLC. Pursuant to the terms of the EMA Note, EMA agreed to purchase from the Company, for a purchase price of $ 75,000 10 85,000 The EMA Note accrues interest at a rate of 10 November 5, 2020 The EMA Note is convertible into shares of the Company’s common stock. The conversion price shall be the lower of: (i) the lowest closing price of the common stock during the preceding 20 trading day period ending on the latest complete trading day prior to March 11, 2020, (ii) $0.04, or (iii) 60% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading days on which at least 100 shares of common stock were traded including and immediately preceding the conversion date. Additional discounts to the conversion price and penalties will apply if certain events occur, including if the closing price drops below $0.015, if the Company’s stock is subject to a DTC chill, or if the EMA Note cannot be converted in free trading shares after 181 days from the issuance date Effective as of September 29, 2020, the Company and EMA entered into an Amendment to the Note (the “EMA Amendment”), pursuant to which EMA and the Company agreed to amend the issuance date of the EMA Note from March 11, 2020 to September 29, 2020 and to extend the maturity date of the EMA Note from November 5, 2020 to September 29, 2021. In connection with the EMA Note, in October 2020 the Company issued a warrant to purchase 28,333,333 0.015 99,935 As of December 31, 2021, the EMA Note was in default and the parity value of the EMA Note was determined to be $ 434,687 615,134 530,134 60,714,000 Sixth Street On November 17, 2021, the Company entered into a securities purchase agreement (the “11-17-21 Purchase Agreement”) with Sixth Street Lending LLC (“Sixth Street”), pursuant to which Sixth Street purchased a convertible promissory note (the “11-17-21 Note”) from the Company for a purchase price of $ 153,750 169,125 The maturity date of the 11-17-21 Note is November 17, 2022 10 22 Sixth Street has the option to convert at any time during the period beginning on the date which is one hundred eighty (180) days following the issue date of the 11-17-21 Note. The number of shares of Common Stock to be issued upon each conversion of the 11-17-21 Note shall be determined by dividing the Conversion Amount by the applicable Conversion Price then in effect on the date specified in the notice of conversion delivered pursuant to the terms of the 11-17-21 Note. The term “Conversion Amount” means, with respect to any conversion of the 11-17-21 Note, the sum of (1) the principal amount of the 11-17-21 Note to be converted in such conversion plus (2) at Sixth Street’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in the 11-17-21 Note to the Conversion Date, plus (3) at the Sixth Street’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at Sixth Street’s option, any amounts owed to Sixth Street pursuant to the terms of the 11-17-21 Note. The Conversion Price shall be equal to the Variable Conversion Price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 60 40 Upon the occurrence and during the continuation of certain events of default, the 11-17-21 Note will become immediately due and payable and the Company will pay Sixth Street, in full satisfaction of its obligations in the Note an amount equal to 150% of an amount equal to the then outstanding principal amount of the 11-17-21 Note plus any interest accrued upon such event of default or prior events of default (the “Default Amount”). On November 26, 2021, the Company entered into a securities purchase agreement (the “11-26-21 Purchase Agreement”) with Sixth Street, pursuant to which Sixth Street purchased a convertible promissory note (the “11-26-21 Note”) from the Company for a purchase price of $ 53,750 59,125 0.001 November 26, 2022 Other than as described in the foregoing paragraph, the terms and provisions of the 11-26-21 Purchase Agreement and the 11-26-21 Note are substantially the same as the terms and provisions of the 11-17-21 Purchase Agreement and the 11-17-21 Note, respectively. Amortization During the years ended December 31, 2021 and 2020, the Company recorded amortization of debt discount and original issue discount of $ 1,234,625 and $ 862,209 , 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 year ended December 31, 2021 and 2020: Summary of the Activity of Convertible Note Payable and Convertible Debentures Convertible Debenture Balance as of December 31, 2020 $ 1,661,520 Issuance of convertible debenture - principal amount 570,075 Issuance of convertible debenture - debt discount and original issue discount (570,075 ) Repayments ( 56,350 ) Amortization of debt discount and original issue discount 1,053,357 Conversion to common stock, net of discount (463,382 ) Balance as of December 31, 2021 $ 2,195,145 The following comprises the balance of the convertible debenture outstanding at December 31, 2021: Schedule of Convertible Debenture Outstanding December 31, 2021 2020 Principal amount outstanding $ 2,221,027 $ 2,458,024 Less: Unamortized original issue discount (25,882 ) (94,857 ) Less: Unamortized debt discount - (701,647 ) Total $ 2,195,145 $ 1,661,520 |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Note 6. Derivative Liability We evaluated the terms of the conversion features of the debentures and related debenture warrants as noted above 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. Convertible Debentures and Warrants The Pride debentures and warrants issued in 2019, as well as the Calvary, Power Up, JSJ, EMA, Auctus and Sixth Street debentures issued in 2020 and 2021 have 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 Year Ended December 31, 2021 2020 Risk-free interest rate 0.08 % 0.14 % Expected term (in years) 1.00 0.89 Expected volatility 244.7 % 188.3 % Expected dividend yield 0 % 0 % Exercise price of underlying common shares $ 0.003 $ 0.01 During the years ended December 31, 2021 and 2020, 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. Any excess balance 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 years ended December 31, 2021 and 2020: Summary of The Activity of Derivative Liability Debenture Warrants Total Balance as of December 31, 2019 $ 1,047,977 $ 63,902 $ 1,111,879 Initial fair value on issuance of convertible debenture 1,265,775 - 1,265,775 Debenture conversions (247,209 ) - (247,209 ) New warrant issuances - 39,690 39,690 Common stock warrant exercises - (72,244 ) (72,244 ) Change in fair value of derivative liability (136,310 ) (31,348 ) (167,658 ) Balance as of December 31, 2020 1,930,235 - 1,930,235 Initial fair value on issuance of convertible debenture 542,143 - 542,143 Conversion of debenture to common stock (2,106,158 ) - (2,106,158 ) Change in fair value of derivative liability 1,031,907 - 1,031,907 Balance as of December 31, 2021 $ 1,398,127 $ - $ 1,398,127 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 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, May 12, 2021 and August 19, 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 (i) create a new class of preferred stock, $ 0.001 1,000 two thousand 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. On July 14, 2021, the Company issued 250 237,500 250 250,000 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 $ 28,400 17,093 11,307 1,078,693 The Company also determined that the conversion option represented a beneficial conversion feature, however calculated the fair value of this feature to be negligible. As of December 31, 2021, there were 1,050 52,944 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 8. Stockholders’ Equity On February 5, 2021, we amended our Certificate of Incorporation to increase our authorized capitalization from 1,000,000,000 0.001 2,000,000,000 Common Stock Equity Line of Credit On September 29, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with GHS Investments, LLC pursuant to which the Company will have the right in its sole discretion for a period of the twenty-four month period from the date of the SPA, to sell up to $ 10 The purchase price for the common stock is a fixed price per share equal to eighty percent (80%) of the lowest volume weighted average price (VWAP) during the twenty (20) trading day period immediately preceding, but not including, the date the registration statement is filed, subject to a trading price floor. Each Closing shall be for at least $ 10,000 500,000 From the date of the SPA until the date when GHS no longer holds any Securities, upon any issuance by the Company or any of its subsidiaries of common stock, common stock equivalents for cash consideration, indebtedness or a combination of units hereof (a “Subsequent Financing”), GHS may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the Securities then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. From the date of the SPA until the date that is the 12 month anniversary of the closing date, upon a Subsequent Financing, Purchaser shall have the right to participate up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing Registration Statement On July 22, 2021, the Company filed a registration statement on Form S-1 covering (i) 220,000,000 16,906002 As of December 31, 2021, the Company has sold 7,862,000 2021 Transactions In March 2021, an aggregate of 140,000,000 961,666 In June 2021, an aggregate of 11,956,004 204,364 In June 2021, Auctus exercised 30,887,276 30,887,275 In 2021, an aggregate of 45,903,361 381,448 In 2021, we issued 922,790 1,916,666 50,000 In September 2021, we issued an aggregate of 13,386,862 5,524,862 7,862,000 78,620 In 2021, Pride converted 78,000 78,000,000 In 2021, the Company issued 215,133,819 780,722 2020 Transactions In January 2020, we issued 294,994 During the year ended December 31, 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 year ended December 31, 2020, we issued an aggregate of 4,170,000 From September through December 2020, the Company issued 49,110,845 171,600 Series B Convertible Preferred Stock On April 3, 2019 we filed a Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock with the Delaware Secretary of State to create a new class of preferred stock, $ 0.001 1,500,000 The stated value of each share of Series B Convertible Preferred Stock for purposes of conversions and dividends is $ 1.15 1.35 125,000 125,000 25,000 28,750 28,750 25,000 25,000 36,412 Subject to earlier conversion or redemption, the Series B Preferred Stock will automatically convert into fully paid and non-accessible shares of our common stock 24 months following the date of issuance of such Series B Preferred Stock without any action or payment required on the part of the holder of the Series B Convertible Preferred Stock. Subject to a floor price limitation of $0.03 per share, the automatic conversion price to which the Conversion/Dividend Stated Value will be applied will be the lower of (i) $0.10 per share of common stock; or (ii) a 20% discount to the lowest volume weighted average price (“VWAP”) for our common stock on our principal trading market during the five (5) trading days immediately prior to the automatic conversion date In April 2020, we issued 90,216 958,333 25,000 In 2021, we issued 922,790 1,916,666 50,000 As of December 31, 2021 and 2020, we had $ 0 12,075 Series C Convertible Preferred Stock On June 3, 2019 we filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C COD”) with the Delaware Secretary of State to create a new class of preferred stock, $ 0.001 129,559 129,559 129,558,574 129,559 1,000 Each share of Series C Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof, into that number of shares of Common Stock (subject in each case to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Series C Preferred Stock conversion price of $ 1.00 1,000 During the year ended December 31, 2021, Pride converted 78,000 78,000,000 51,559 |
Options and Warrants
Options and Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Options and Warrants | Note 9. Options and Warrants Options The following is a summary of stock options issued pursuant to the 2012 Equity Incentive Plan: Schedule of Stock Options Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Intrinsic Value Outstanding as of December 31, 2019 5,800,000 $ 0.005 1.5 $ - Granted - - - - Exercised (4,000,000 ) 0.01 - - Forfeited - - - - Outstanding as of December 31, 2020 1,800,000 $ 0.005 0.5 $ - Granted - - - - Exercised - - - - Forfeited (1,800,000 ) 0.005 - - Outstanding as of December 31, 2021 - $ - - $ - Exercisable as of December 31, 2021 - $ - - $ - As of December 31, 2021 and 2020, we had 0 1,800,000 There was no stock based compensation expense for options for the years ended December 31, 2021 and 2020. There will be no additional compensation expense recognized in future periods. Warrants 2021 Transactions In June and September 2021, Auctus exercised 30,887,276 30,887,275 2020 Transactions During the year ended December 31, 2020, Pride exercised an aggregate of 4,170,000 2,285,000 93,342 In May 2020, we cancelled warrants that were issued in 2019 to board members to purchase an aggregate of 7,000,000 In August 2020, we issued 7,500,000 0.15 200,000,000 0.15 28,333,333 0.15 The following is a summary of the warrant activity for the years ended December 31, 2021 and 2020: Summary of Warrant Activity Warrants Weighted Average Exercise Price Outstanding as of December 31, 2019 8,885,000 $ 0.04 Granted 238,118,333 0.02 Exercised (4,170,000 ) 0.08 Forfeited (7,000,000 ) 0.03 Outstanding as of December 31, 2020 235,833,333 $ 0.02 Granted - - Exercised (61,774,551 ) 0.02 Forfeited - - Outstanding as of December 31, 2021 174,058,782 $ 0.02 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and 2020 totaled $ 1,800 17,885 2 Accrued Salaries As of December 31, 2021 and 2020, accrued salaries to our company officers and executive director totaled $ 472,804 and $ 299,732 , respectively and is included in accrued salaries and consulting fees in our consolidated balance sheets. 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 In July 2021, Andrea Breanna joined the board. In December 2021, Deborah Fuhr joined the board pursuant to the replacement of Robert Tull. Ms. Breanna and Ms. Fuhr will be issued 1,000,000 In March 2020, the Company issued 1,000,000 17,800 In May 2020, we issued an aggregate of 11,942,161 3,942,161 8,000,000 7,000,000 214,595 Total accrued directors’ compensation of $ 0 94,584 A former board member is the co-founder and president of ProcureAM, LLC, the fund advisor for the Fund. As of December 31, 2021 and 2020, we have $ 0 and $ 100,000 , respectively, included as other receivables on our consolidated balance sheet, which represents amounts held in escrow at the Fund’s custodian. During 2021, we initially received $ 100,000 305,000 305,000 0 Accounts Payable As of December 31, 2021 and 2020, the Company had $ 102,808 18,981 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes Income tax provision (benefit) for the years ended December 31, 2021 and 2020 is summarized below: Schedule of Income Tax Provision Benefit Year Ended December 31, 2021 2020 Current income tax provision: Federal $ - $ - State - - Total current income tax provision - - Deferred income tax benefit: Federal (521,400 ) (139,793 ) State (136,600 ) (36,607 ) Total deferred income tax benefit (658,000 ) (176,400 ) Change in deferred tax asset valuation allowance 658,000 176,400 Total provision for income taxes $ - $ - The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences as of December 31, 2021 and 2020 are as follows: Schedule of Sources and Tax Effects Year Ended December 31, 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 5.5 5.5 Change in deferred tax asset valuation allowance (26.5 ) (26.5 ) Effective income tax rate - % - % Components of the net deferred income tax assets at December 31, 2021 and 2020 were as follows: Schedule of Components of Deferred Income Tax Assets December 31, 2021 2020 Net operating loss carryforwards $ 1,990,000 $ 1,363,000 Depreciation and amortization - (31,000 ) Valuation allowance (1,990,000 ) (1,332,000 ) Net deferred tax assets $ - $ - Schedule of Valuation Allowance December 31, 2021 2020 Valuation allowance as of beginning of year $ 1,332,000 $ 1,155,600 Increases recorded to income tax provision 658,000 176,400 Valuation allowance as of end of year $ 1,990,000 $ 1,332,000 In accordance with ASC 740, at December 31, 2021 we determined that a valuation allowance should be recognized against deferred tax assets because, based on the weight of available evidence, it is more likely than not (i.e., greater than 50% probability) that some portion or all of the deferred tax asset will not be realized in the future. We recognized a reserve of 100 % of the amounts of the deferred tax benefit in the amount of $ 1,990,000 . As of December 31, 2021, we had cumulative net operating loss carry forwards of approximately $ 9,022,000 which have varying expirations. There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2011 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the consolidated statement of operations. There have been no income tax related interest or penalties assessed or recorded. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Employment Agreements On December 19, 2017 we entered into an Employment Services Agreements with our Chief Executive Officer and our President and an Executive Management Consulting Agreement with our former Chief Executive Officer. The Agreements have a two-year term and are subject to automatic renewal for successive periods of one year unless either we or the counterparties give the other written notice of intention to not renew at least 30 days prior to the end of the existing term. The Agreements with our current and former Chief Executive Officers provide for base compensation of $ 150,000 200,000 Contingencies The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events On March 25, 2022, ProcureAM, LLC (“Adviser”), the adviser to the Fund, after consultation with the Company, the sponsor of the ETF, determined that the Fund should be closed. Based upon a recommendation by the Adviser, the Board of Trustees of Procure ETF Trust I (the “Trust”) has approved a Plan of Liquidation for the Fund under which the Fund will be liquidated on or about April 28, 2022 (the “Liquidation Date”). The Liquidation Date may be changed without notice at the discretion of the officers of the Trust. Beginning when the Fund commences the liquidation of its portfolio, the Fund will not pursue its investment objectives or, with certain exceptions, engage in normal business activities, and the Fund may hold cash and securities that may not be consistent with the Fund’s investment objective and strategy, which may adversely affect Fund performance. In April 2022, the Company received $ 100,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”), which contemplates our continuation as a going concern. We have incurred losses to date of $19,906,537 and have negative working capital. To date we have funded our operations through advances from a related party, issuance of convertible debt, and the sale of our common stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, 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 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. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At December 31, 2021 and 2020, all of the Company’s cash and cash equivalents were held at one accredited financial institution. |
Financial Instruments | Financial Instruments The estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximated fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights and derivative liabilities. Our financial instruments consist of cash, other current assets, accounts payables, accruals, and notes payable. The carrying values of these instruments approximate fair value because of the short-term maturities. The Company’s restricted cash is based on Level 1 inputs. The fair value of the Company’s convertible debentures and promissory notes approximates their carrying values as the underlying imputed interest rates approximates the estimated current market rate for similar instruments. The derivative is a measured as Level 3 instrument due to the various inputs which requires significant management judgment. Refer to Note 6 for detail. The following table is a summary of our financial instruments measured at fair value: Schedule of Financial Instruments at Fair Value Fair Value Measurements as of December 31, 2021: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ $ $ 1,398,127 $ 1,398,127 $ - $ - $ 1,398,127 $ 1,398,127 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. |
Intangibles | Intangibles Intangibles, which include website development costs, databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 350 Intangibles – Goodwill and Other |
Derivative Financial Instruments | Derivative Financial Instruments The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has a sequencing policy regarding share settlement wherein instruments with a fixed conversion price or floor would be settled first, and interest payable in shares settle next. Thereafter, share settlement order is based on instrument issuance date – earlier dated instruments settling before later dated. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. The policy includes all shares issuable pursuant to debenture and preferred stock instruments as well as shares issuable under service and employment contracts and interest on short term loans. |
Revenue Recognition | Revenue Recognition ASC Topic 606, “ Revenue from Contracts with Customers” Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Revenue was derived primarily from the sale of sports and fitness apparel and equipment through 2020. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation for employees and non-employees in accordance with ASC 718, Compensation - Stock Compensation |
Income Taxes | Income Taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood For the years ended December 31, 2021 and 2020 we did not have any interest, penalties or any significant unrecognized uncertain tax positions. |
Earnings per Share | Earnings per Share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share Schedule of Anti-dilutive Securities Excluded from Diluted Net Loss 2021 2020 Year Ended December 31, 2021 2020 Stock options outstanding - 1,800,000 Warrants 174,058,782 235,833,333 Shares to be issued upon conversion of notes 1,276,835,277 600,479,598 Anti-dilutive securities excluded from computation of earning per share, amount 1,450,894,059 838,112,931 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740)(“ASU 2019-12”) Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ $ $ 1,398,127 $ 1,398,127 $ - $ - $ 1,398,127 $ 1,398,127 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 2021 2020 Year Ended December 31, 2021 2020 Stock options outstanding - 1,800,000 Warrants 174,058,782 235,833,333 Shares to be issued upon conversion of notes 1,276,835,277 600,479,598 Anti-dilutive securities excluded from computation of earning per share, amount 1,450,894,059 838,112,931 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of the Activity of Convertible Note Payable and Convertible Debentures | The following is a summary of the activity of the convertible notes payable and convertible debenture for the year ended December 31, 2021 and 2020: Summary of the Activity of Convertible Note Payable and Convertible Debentures Convertible Debenture Balance as of December 31, 2020 $ 1,661,520 Issuance of convertible debenture - principal amount 570,075 Issuance of convertible debenture - debt discount and original issue discount (570,075 ) Repayments ( 56,350 ) Amortization of debt discount and original issue discount 1,053,357 Conversion to common stock, net of discount (463,382 ) Balance as of December 31, 2021 $ 2,195,145 |
Schedule of Convertible Debenture Outstanding | The following comprises the balance of the convertible debenture outstanding at December 31, 2021: Schedule of Convertible Debenture Outstanding December 31, 2021 2020 Principal amount outstanding $ 2,221,027 $ 2,458,024 Less: Unamortized original issue discount (25,882 ) (94,857 ) Less: Unamortized debt discount - (701,647 ) Total $ 2,195,145 $ 1,661,520 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Conversion Feature of Derivative Liability | Schedule of Conversion Feature of Derivative Liability Year Ended December 31, 2021 2020 Risk-free interest rate 0.08 % 0.14 % Expected term (in years) 1.00 0.89 Expected volatility 244.7 % 188.3 % Expected dividend yield 0 % 0 % Exercise price of underlying common shares $ 0.003 $ 0.01 |
Summary of The Activity of Derivative Liability | The following is a summary of the activity of the derivative liability for the years ended December 31, 2021 and 2020: Summary of The Activity of Derivative Liability Debenture Warrants Total Balance as of December 31, 2019 $ 1,047,977 $ 63,902 $ 1,111,879 Initial fair value on issuance of convertible debenture 1,265,775 - 1,265,775 Debenture conversions (247,209 ) - (247,209 ) New warrant issuances - 39,690 39,690 Common stock warrant exercises - (72,244 ) (72,244 ) Change in fair value of derivative liability (136,310 ) (31,348 ) (167,658 ) Balance as of December 31, 2020 1,930,235 - 1,930,235 Initial fair value on issuance of convertible debenture 542,143 - 542,143 Conversion of debenture to common stock (2,106,158 ) - (2,106,158 ) Change in fair value of derivative liability 1,031,907 - 1,031,907 Balance as of December 31, 2021 $ 1,398,127 $ - $ 1,398,127 |
Options and Warrants (Tables)
Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options | The following is a summary of stock options issued pursuant to the 2012 Equity Incentive Plan: Schedule of Stock Options Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Intrinsic Value Outstanding as of December 31, 2019 5,800,000 $ 0.005 1.5 $ - Granted - - - - Exercised (4,000,000 ) 0.01 - - Forfeited - - - - Outstanding as of December 31, 2020 1,800,000 $ 0.005 0.5 $ - Granted - - - - Exercised - - - - Forfeited (1,800,000 ) 0.005 - - Outstanding as of December 31, 2021 - $ - - $ - Exercisable as of December 31, 2021 - $ - - $ - |
Summary of Warrant Activity | The following is a summary of the warrant activity for the years ended December 31, 2021 and 2020: Summary of Warrant Activity Warrants Weighted Average Exercise Price Outstanding as of December 31, 2019 8,885,000 $ 0.04 Granted 238,118,333 0.02 Exercised (4,170,000 ) 0.08 Forfeited (7,000,000 ) 0.03 Outstanding as of December 31, 2020 235,833,333 $ 0.02 Granted - - Exercised (61,774,551 ) 0.02 Forfeited - - Outstanding as of December 31, 2021 174,058,782 $ 0.02 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision Benefit | Income tax provision (benefit) for the years ended December 31, 2021 and 2020 is summarized below: Schedule of Income Tax Provision Benefit Year Ended December 31, 2021 2020 Current income tax provision: Federal $ - $ - State - - Total current income tax provision - - Deferred income tax benefit: Federal (521,400 ) (139,793 ) State (136,600 ) (36,607 ) Total deferred income tax benefit (658,000 ) (176,400 ) Change in deferred tax asset valuation allowance 658,000 176,400 Total provision for income taxes $ - $ - |
Schedule of Sources and Tax Effects | The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences as of December 31, 2021 and 2020 are as follows: Schedule of Sources and Tax Effects Year Ended December 31, 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 5.5 5.5 Change in deferred tax asset valuation allowance (26.5 ) (26.5 ) Effective income tax rate - % - % |
Schedule of Components of Deferred Income Tax Assets | Components of the net deferred income tax assets at December 31, 2021 and 2020 were as follows: Schedule of Components of Deferred Income Tax Assets December 31, 2021 2020 Net operating loss carryforwards $ 1,990,000 $ 1,363,000 Depreciation and amortization - (31,000 ) Valuation allowance (1,990,000 ) (1,332,000 ) Net deferred tax assets $ - $ - |
Schedule of Valuation Allowance | Schedule of Valuation Allowance December 31, 2021 2020 Valuation allowance as of beginning of year $ 1,332,000 $ 1,155,600 Increases recorded to income tax provision 658,000 176,400 Valuation allowance as of end of year $ 1,990,000 $ 1,332,000 |
Schedule of Financial Instrumen
Schedule of Financial Instruments at Fair Value (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liability on convertible notes payable | $ 1,398,127 | $ 1,930,235 | $ 1,111,879 |
Derivative instruments at fair value | 1,398,127 | 1,930,235 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liability on convertible notes payable | |||
Derivative instruments at fair value | |||
Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liability on convertible notes payable | |||
Derivative instruments at fair value | |||
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liability on convertible notes payable | 1,398,127 | 1,930,235 | |
Derivative instruments at fair value | $ 1,398,127 | $ 1,930,235 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Diluted Net Loss (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share, amount | 1,450,894,059 | 838,112,931 |
Stock option outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share, amount | 1,800,000 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share, amount | 174,058,782 | 235,833,333 |
Shares To Be Issued Upon Conversion Of Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share, amount | 1,276,835,277 | 600,479,598 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Working capital | $ 19,906,537 |
Income tax examination likelihood description | greater than 50% likelihood |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-Lived Intangible Assets, Net | $ 53,243 | $ 78,285 |
Amortization expense | $ 25,792 | $ 27,592 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Debt instrument interest rate | 2.00% | 2.00% | |
Note original issue of discount | $ 28,400 | ||
Note Payable [Member] | |||
Short-term Debt [Line Items] | |||
Note payable outsanding | 1,986 | $ 2,986 | |
Repayments of notes payable | $ 1,000 | $ 5,000 | |
Promissory Note [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from notes payable | $ 50,000 | ||
Note original issue of discount | $ 2,500 | ||
Promissory Note [Member] | Pride Partners LLC [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument interest rate | 10.00% | ||
Proceeds from notes payable | $ 75,000 | ||
Debt maturity date | Jun. 20, 2020 |
Summary of the Activity of Conv
Summary of the Activity of Convertible Note Payable and Convertible Debentures (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Beginning balance | $ 1,661,520 | |
Amortization of debt discount and original issue discount | 1,234,625 | $ 862,209 |
Ending balance | 2,195,145 | 1,661,520 |
Debenture [Member] | ||
Short-term Debt [Line Items] | ||
Beginning balance | 1,661,520 | |
Issuance of convertible debenture - principal amount | 570,075 | |
Issuance of convertible debenture - debt discount and original issue discount | (570,075) | |
Repayment | 56,350 | |
Amortization of debt discount and original issue discount | 1,053,357 | |
Conversion to common stock, net of discount | (463,382) | |
Ending balance | $ 2,195,145 | $ 1,661,520 |
Schedule of Convertible Debentu
Schedule of Convertible Debenture Outstanding (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Principal amount outstanding | $ 2,221,027 | $ 2,458,024 |
Less: Unamortized original issue discount | (25,882) | (94,857) |
Less: Unamortized debt discount | (701,647) | |
Total | $ 2,195,145 | $ 1,661,520 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Nov. 26, 2021USD ($)$ / shares | Nov. 17, 2021USD ($) | May 04, 2021USD ($) | Mar. 05, 2021USD ($)Integer | Jan. 21, 2021USD ($)Integer | Oct. 31, 2020USD ($)$ / sharesshares | Oct. 08, 2020USD ($)$ / sharesshares | Sep. 29, 2020USD ($) | Sep. 28, 2020USD ($) | Aug. 11, 2020USD ($)shares | May 26, 2020USD ($) | Mar. 11, 2020USD ($) | Mar. 10, 2020USD ($) | Feb. 12, 2020USD ($) | Oct. 14, 2019USD ($) | Aug. 27, 2019USD ($) | Jun. 04, 2019USD ($)shares | Jun. 04, 2019USD ($) | May 31, 2021Integer | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Feb. 05, 2021$ / shares |
Short-term Debt [Line Items] | ||||||||||||||||||||||
Purchase price | $ 56,350 | |||||||||||||||||||||
Principal amount | $ 2,221,027 | $ 2,458,024 | ||||||||||||||||||||
Interest rate | 2.00% | 2.00% | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Amortization of debt discount and original issue discount | $ 1,234,625 | $ 862,209 | ||||||||||||||||||||
JSJ Investments, Inc [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Purchase price | $ 100,000 | |||||||||||||||||||||
Principal amount | $ 108,000 | $ 0 | 108,000 | |||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 24,745,417 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Cavalry Fund [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Purchase price | $ 75,000 | $ 75,000 | $ 100,000 | |||||||||||||||||||
Principal amount | $ 85,800 | $ 85,800 | $ 115,500 | |||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||
Maturity date | May 26, 2021 | Mar. 10, 2021 | Nov. 11, 2020 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Power Up Lending Group Ltd [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 91,300 | |||||||||||||||||||||
Maturity date | Sep. 29, 2021 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Pride Partners LLC [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Purchase price | $ 500,000 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 550,000 | $ 550,000 | ||||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||||
Debt Instrument, Term | 15 months | |||||||||||||||||||||
Common stock purchase warrant exercisable shares | shares | 6,250,000 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Power Up Lending Group Ltd [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Purchase price | $ 150,000 | $ 75,000 | $ 75,000 | $ 80,000 | ||||||||||||||||||
Principal amount | $ 169,125 | $ 86,350 | $ 86,350 | $ 0 | $ 91,300 | |||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||||||
Maturity date | May 4, 2022 | Mar. 5, 2022 | Mar. 5, 2022 | |||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 95,327,481 | 49,110,485 | ||||||||||||||||||||
Debt description | 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. The conversion price is subject to customary adjustments | 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 | |||||||||||||||||||
Debt instrument convertible threshold trading days | Integer | 20 | 20 | 20 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Purchase price | $ 300,000 | $ 132,000 | ||||||||||||||||||||
Principal amount | $ 300,000 | $ 150,000 | $ 450,000 | $ 450,000 | ||||||||||||||||||
Interest rate | 12.00% | 12.00% | ||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 100,000,000 | 15,000,000 | ||||||||||||||||||||
Debt description | The Variable Conversion Price shall mean 100% multiplied by the Market Price (representing a discount rate of 0%). Market Price means the average of the previous 5 days volume weighted average price. In connection with the Note, the Company issued two common stock purchase warrants to purchase up to an aggregate of 15,000,000 shares of common stock (separately | |||||||||||||||||||||
Warrants to purchase | shares | 7,500,000 | |||||||||||||||||||||
Fair value of warrants | $ 45,068 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | Two Warrants [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Warrants to purchase | shares | 200,000,000 | |||||||||||||||||||||
Fair value of warrants | $ 1,237,906 | |||||||||||||||||||||
Exercise price | $ / shares | $ 0.015 | $ 0.015 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | EMA Financial, LLC [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Purchase price | $ 75,000 | |||||||||||||||||||||
Principal amount | $ 85,000 | 434,687 | ||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Maturity date | Nov. 5, 2020 | |||||||||||||||||||||
Debt description | The conversion price shall be the lower of: (i) the lowest closing price of the common stock during the preceding 20 trading day period ending on the latest complete trading day prior to March 11, 2020, (ii) $0.04, or (iii) 60% of the lowest traded price for the common stock on the principal market during the 20 consecutive trading days on which at least 100 shares of common stock were traded including and immediately preceding the conversion date. Additional discounts to the conversion price and penalties will apply if certain events occur, including if the closing price drops below $0.015, if the Company’s stock is subject to a DTC chill, or if the EMA Note cannot be converted in free trading shares after 181 days from the issuance date | |||||||||||||||||||||
Warrants to purchase | shares | 28,333,333 | |||||||||||||||||||||
Fair value of warrants | $ 99,935 | |||||||||||||||||||||
Exercise price | $ / shares | $ 0.015 | |||||||||||||||||||||
Parity price | $ 615,134 | |||||||||||||||||||||
Accrued interest | $ 530,134 | |||||||||||||||||||||
Stock issued during period shares conversion of units | shares | 60,714,000 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Sixth Street Lending LLC [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Purchase price | $ 53,750 | $ 153,750 | ||||||||||||||||||||
Principal amount | $ 59,125 | $ 169,125 | ||||||||||||||||||||
Interest rate | 10.00% | 22.00% | ||||||||||||||||||||
Maturity date | Nov. 26, 2022 | Nov. 17, 2022 | ||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Discount rate, percentage | 40.00% | |||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||
Amortization of debt discount and original issue discount | $ 1,234,625 | 862,209 | ||||||||||||||||||||
Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Senior Convertible Debenture [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Purchase price | $ 300,000 | |||||||||||||||||||||
Principal amount | $ 330,000 | |||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Debt converted into shares, value | $ 1,078,090 | 1,078,090 | ||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 34,346,921 | |||||||||||||||||||||
Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 1,100,000 | |||||||||||||||||||||
Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 770,000 | |||||||||||||||||||||
Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Purchase price | $ 200,000 | |||||||||||||||||||||
Principal amount | $ 220,000 | |||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 550,000 | |||||||||||||||||||||
Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Pride Partners LLC [Member] | 10% Original Issue Discount Senior Convertible Debenture [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 770,000 | |||||||||||||||||||||
Securities Purchase Agreement, Debentures and Registration Rights Agreement [Member] | Cavalry FundILP [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt converted into shares, value | $ 0 | $ 115,500 |
Schedule of Conversion Feature
Schedule of Conversion Feature of Derivative Liability (Details) | 12 Months Ended | |
Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price of underlying common shares | $ 0.003 | $ 0.01 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.0008 | 0.0014 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input, term | 1 year | 10 months 20 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 2.447 | 1.883 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
Summary of The Activity of Deri
Summary of The Activity of Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Balance as of December 31, 2020 | $ 1,930,235 | $ 1,111,879 |
Initial fair value on issuance of convertible debenture | 542,143 | 1,265,775 |
Debenture conversions | (247,209) | |
New warrant issuances | 39,690 | |
Common stock warrant exercises | (72,244) | |
Change in fair value of derivative liability | 1,031,907 | (167,658) |
Conversion of debenture to common stock | (2,106,158) | |
Balance as of December 31, 2021 | 1,398,127 | 1,930,235 |
Debenture [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Balance as of December 31, 2020 | 1,930,235 | 1,047,977 |
Initial fair value on issuance of convertible debenture | 542,143 | 1,265,775 |
Debenture conversions | (247,209) | |
New warrant issuances | ||
Common stock warrant exercises | ||
Change in fair value of derivative liability | 1,031,907 | (136,310) |
Conversion of debenture to common stock | (2,106,158) | |
Balance as of December 31, 2021 | 1,398,127 | 1,930,235 |
Derivative Liability Warrants [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Balance as of December 31, 2020 | 63,902 | |
Initial fair value on issuance of convertible debenture | ||
Debenture conversions | ||
New warrant issuances | 39,690 | |
Common stock warrant exercises | (72,244) | |
Change in fair value of derivative liability | (31,348) | |
Conversion of debenture to common stock | ||
Balance as of December 31, 2021 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Aug. 20, 2021 | Jul. 14, 2021 | May 12, 2021 | May 12, 2021 | Apr. 08, 2021 | Apr. 08, 2021 | Feb. 05, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||||||
Number of common stock issue | 11,956,004 | 140,000,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000,000 | ||||||||||
Net of unamortized discount | $ 28,400 | ||||||||||
Amortized to interest expense | 17,093 | ||||||||||
Series D preferred stock, net of discount | 1,078,693 | ||||||||||
Preferred stock dividend | 54,669 | $ 7,763 | |||||||||
Series D Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from issuance of convertible preferred stock | $ 427,600 | ||||||||||
Warrant issued | 40,000,000 | 40,000,000 | |||||||||
Warrant exercise price | $ 0.001 | $ 0.001 | |||||||||
Net of unamortized discount | $ 11,307 | ||||||||||
Preferred stock, shares outstanding | 1,050 | ||||||||||
Preferred stock dividend | $ 52,944 | ||||||||||
Series D Preferred Stock [Member] | GHS Investments, LLC [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of common stock issue | 250 | 250 | 150 | 400 | |||||||
Proceeds from issuance of convertible preferred stock | $ 250,000 | $ 237,500 | $ 146,500 | ||||||||
Warrant issued | 1,500,000 | 1,500,000 | |||||||||
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 | |||||||||
Stock Issued During Period, Shares, New Issues | 2,000 | ||||||||||
Preferred stock, stated value | $ 1,200 | $ 1,200 | |||||||||
Preferred stock, dividend rate | 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 $1.00 basis | ||||||||||
Series D Convertible Preferred Stock [Member] | Event of Default [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, redemption term | Following an “Event of Default” (as defined in the Series D COD), all outstanding shares of Series D Preferred Stock shall come immediately due for redemption and the redemption amount shall accrue interest at the lesser of: (a) eighteen percent (18%) per annum; or (b) the maximum legal rate. Redemption following an Event of Default shall occur at an amount equaling: 1.35 multiplied by the sum of the Stated Value, all accrued but unpaid dividends and all other amounts due pursuant to the Series D COD for all Series D Preferred Stock outstanding. Additionally, following an Event of Default, the Conversion Price shall equal the lower of: (a) the then applicable conversion price; or (b) a price per share equaling eighty percent (80%) of the lowest traded price for the Company’s Common Stock during the fifteen (15) trading days preceding the relevant conversion |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Sep. 29, 2021 | Jul. 22, 2021 | Feb. 05, 2021 | Jun. 04, 2019 | Apr. 03, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | May 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 03, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Shares issued | 2,000,000,000 | |||||||||||||||||
Number of common stock issue, shares | 11,956,004 | 140,000,000 | ||||||||||||||||
Personnel costs | $ 1,781,124 | $ 827,201 | ||||||||||||||||
Number of common stock issue, value | $ 204,364 | |||||||||||||||||
Number of shares issued for services, value | 381,448 | |||||||||||||||||
Proceeds from issuance of common stock under equity line of credit | 78,620 | |||||||||||||||||
Shares issued for options exercised, value | $ 10,400 | |||||||||||||||||
Number of stock issued upon conversion | 49,110,845 | |||||||||||||||||
Number of stock issued upon conversion, value | $ 171,600 | |||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||
Conversion of stock amount converted | $ 78,000 | |||||||||||||||||
Debentures [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Debt conversion, shares issued | 215,133,819 | |||||||||||||||||
Debt conversion, shares issued value | $ 780,722 | |||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued | 125,000 | 958,333 | 1,916,666 | |||||||||||||||
Number of shares issued, value | $ 125,000 | |||||||||||||||||
Conversion of stock description | Subject to earlier conversion or redemption, the Series B Preferred Stock will automatically convert into fully paid and non-accessible shares of our common stock 24 months following the date of issuance of such Series B Preferred Stock without any action or payment required on the part of the holder of the Series B Convertible Preferred Stock. Subject to a floor price limitation of $0.03 per share, the automatic conversion price to which the Conversion/Dividend Stated Value will be applied will be the lower of (i) $0.10 per share of common stock; or (ii) a 20% discount to the lowest volume weighted average price (“VWAP”) for our common stock on our principal trading market during the five (5) trading days immediately prior to the automatic conversion date | |||||||||||||||||
Conversion of Series B preferred stock for common shares | 25,000 | |||||||||||||||||
Conversion of Series B preferred stock for common shares | (25,000) | |||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||
Preferred stock, shares authorized | 1,500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||||
Preferred stock stated value | $ 1.15 | |||||||||||||||||
Redemption price per share | $ 1.35 | |||||||||||||||||
Conversion of stock amount converted | $ 25,000 | |||||||||||||||||
Investment recognized and amortized | 28,750 | |||||||||||||||||
Amortization expense | $ 36,412 | |||||||||||||||||
Preferred stock dividend | $ 0 | $ 12,075 | ||||||||||||||||
Preferred stock, shares issued | 50,000 | 0 | 50,000 | |||||||||||||||
Preferred stock, shares outstanding | 50,000 | 0 | 50,000 | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 129,559 | 129,559 | 129,559 | |||||||||||||||
Preferred stock, shares issued | 0 | 51,559 | 0 | 129,559 | ||||||||||||||
Preferred stock, shares outstanding | 0 | 51,559 | 0 | |||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||
Board Members [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of common stock issue, shares | 140,000,000 | |||||||||||||||||
Personnel costs | $ 961,666 | |||||||||||||||||
Pride [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares converted | 78,000 | |||||||||||||||||
Pride [Member] | Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Conversion of stock, shares issued | 78,000,000 | |||||||||||||||||
Bridge Noteholder [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued | 294,994 | |||||||||||||||||
Consultant [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares issued for services | 10,052,318 | |||||||||||||||||
Number of shares issued for services, value | $ 459,417 | |||||||||||||||||
Durwood Orlando Reece [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued | 1,000,000 | |||||||||||||||||
Director [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued for compensation | 11,942,161 | |||||||||||||||||
Investor [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued for accrued dividend | 90,216 | |||||||||||||||||
Investor [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares converted | 25,000 | |||||||||||||||||
Investor [Member] | Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Conversion of stock, shares issued | 958,333 | |||||||||||||||||
Executives, Officers and Consultants [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares issued for services | 12,889,267 | |||||||||||||||||
Number of shares issued for services, value | $ 139,215 | |||||||||||||||||
Two Option Holders [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued for options exercised | 4,000,000 | |||||||||||||||||
Shares issued price per share | $ 0.0026 | |||||||||||||||||
Shares issued for options exercised, value | $ 10,400 | |||||||||||||||||
Pride Partner [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares converted | 78,000 | |||||||||||||||||
Pride Partner [Member] | Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Conversion of stock, shares issued | 78,000,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued | 90,216 | 922,790 | ||||||||||||||||
Number of shares sold | 220,000,000 | 7,862,000 | ||||||||||||||||
Shares issued for exercise of warrants | 61,774,551 | |||||||||||||||||
Number of shares issued for services | 45,903,361 | |||||||||||||||||
Issuance of Series B dividend common shares, shares | 922,790 | 90,216 | ||||||||||||||||
Conversion of Series B preferred stock for common shares | 1,916,666 | 958,333 | ||||||||||||||||
Conversion of Series B preferred stock for common shares | (1,916,666) | (958,333) | ||||||||||||||||
Shares issued for options exercised | 4,000,000 | |||||||||||||||||
Shares issued for options exercised, value | $ 4,000 | |||||||||||||||||
Number of stock issued upon conversion | 78,000,000 | |||||||||||||||||
Number of stock issued upon conversion, value | $ 78,000 | |||||||||||||||||
Conversion of stock amount converted | 28,750 | |||||||||||||||||
Investment recognized and amortized | $ 25,000 | |||||||||||||||||
Common Stock [Member] | Security Holders [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares sold | 16,906,002 | |||||||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Conversion of Series B preferred stock for common shares | (50,000) | (25,000) | ||||||||||||||||
Conversion of Series B preferred stock for common shares | 50,000 | 25,000 | ||||||||||||||||
Shares issued for options exercised, value | ||||||||||||||||||
Number of stock issued upon conversion, value | ||||||||||||||||||
Preferred Stock [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued for options exercised, value | ||||||||||||||||||
Number of stock issued upon conversion | (78,000) | |||||||||||||||||
Number of stock issued upon conversion, value | $ (78) | |||||||||||||||||
Auctus [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued for exercise of warrants | 30,887,275 | 30,887,276 | ||||||||||||||||
Pride Partner [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued for exercise of warrants | 4,170,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | GHS Investments, LLC [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued | 13,386,862 | |||||||||||||||||
Equity line of credit, description | the Company will have the right in its sole discretion for a period of the twenty-four month period from the date of the SPA, to sell up to $10 million of common stock (subject to certain limitations) to GHS Investments, which has no right to require the Company to sell any shares, following the effectiveness of a registration statement with the SEC registering the Common Stock issuable pursuant to the SPA and other customary closing conditions, as detailed in the SPA | |||||||||||||||||
Line of credit, conditions description | The purchase price for the common stock is a fixed price per share equal to eighty percent (80%) of the lowest volume weighted average price (VWAP) during the twenty (20) trading day period immediately preceding, but not including, the date the registration statement is filed, subject to a trading price floor. Each Closing shall be for at least $10,000 of common stock, and shall not exceed the lesser of (1) $500,000 of Common Stock, (2) 250% of the average daily trading volume for the Common Stock during the ten (10) Trading Days preceding such Closing date and (3) 4.99% of the then total outstanding number of shares of Common Stock of the Company. GHS irrevocably agrees to purchase the common stock, subject to an event of default | |||||||||||||||||
Conversion of stock description | if applicable, all or some of the Securities then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. From the date of the SPA until the date that is the 12 month anniversary of the closing date, upon a Subsequent Financing, Purchaser shall have the right to participate up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing | |||||||||||||||||
Securities Purchase Agreement [Member] | GHS Investments, LLC [Member] | First Draw Down [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued | 7,862,000 | |||||||||||||||||
Proceeds from issuance of common stock under equity line of credit | $ 78,620 | |||||||||||||||||
Securities Purchase Agreement [Member] | GHS Investments, LLC [Member] | Commitment Shares [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued | 5,524,862 | |||||||||||||||||
Securities Purchase Agreement [Member] | GHS Investments, LLC [Member] | Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares issued, value | $ 500,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | GHS Investments, LLC [Member] | Common Stock [Member] | Maximum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares issued, value | 10,000,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | GHS Investments, LLC [Member] | Common Stock [Member] | Minimum [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Number of shares issued, value | $ 10,000 | |||||||||||||||||
Securities Exchange Agreement [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued | 129,559 | |||||||||||||||||
Securities Exchange Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares issued | 129,558,574 | |||||||||||||||||
Employment Services Agreement [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Conversion of stock description | Each share of Series C Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof, into that number of shares of Common Stock (subject in each case to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Series C Preferred Stock conversion price of $1.00 per share. Consequently, each Share of Series C Preferred Stock is presently convertible into 1,000 shares of Common Stock | |||||||||||||||||
Preferred stock, par value | $ 1,000 | |||||||||||||||||
Debt conversion price per share | $ 1 |
Schedule of Stock Options (Deta
Schedule of Stock Options (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding, granted | 11,956,004 | 140,000,000 | |||
2012 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding, beginning | 5,800,000 | ||||
Options outstanding, ending | 5,800,000 | ||||
2021 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding, beginning | 1,800,000 | ||||
Weighted average exercise price outstanding, beginning | $ 0.005 | $ 0.005 | |||
Weighted average remaining contractual term outstanding, beginning | 6 months | 1 year 6 months | |||
Aggregate intrinsic value outstanding, beginning | |||||
Options outstanding, granted | |||||
Weighted average exercise price, granted | |||||
Aggregate intrinsic value, granted | |||||
Options outstanding, exercised | |||||
Weighted average exercise price, exercised | $ 0.01 | ||||
Aggregate intrinsic value, exercised | |||||
Options outstanding, forfeited | (1,800,000) | ||||
Weighted average exercise price, forfeited | $ 0.005 | ||||
Aggregate intrinsic value, forfeited | |||||
Options outstanding, ending | 1,800,000 | ||||
Weighted average exercise price outstanding, ending | |||||
Aggregate intrinsic value outstanding, ending | |||||
Options exercisable | |||||
Weighted average exercise price, exercisable | |||||
Aggregate intrinsic value, exercisable | |||||
2020 Equity One Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding, beginning | 1,800,000 | ||||
Options outstanding, exercised | (4,000,000) | ||||
Options outstanding, ending | 1,800,000 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants, Granted | 2,285,000 | |
Warrants, Exercised | (2,285,000) | |
Warrant [Member] | ||
Warrants Outstanding beginning balance | 235,833,333 | 8,885,000 |
Weighted Average Exercise Price beginning balance | $ 0.02 | $ 0.04 |
Warrants, Granted | 238,118,333 | |
Weighted Average Exercise Price, Granted | $ 0.02 | |
Warrants, Exercised | (61,774,551) | (4,170,000) |
Weighted Average Exercise Price, Exercised | $ 0.02 | $ 0.08 |
Warrants, Forfeited | (7,000,000) | |
Weighted Average Exercise Price, Forfeited | $ 0.03 | |
Warrants Outstanding beginning balance | 174,058,782 | 235,833,333 |
Weighted Average Exercise Price ending balance | $ 0.02 | $ 0.02 |
Options and Warrants (Details N
Options and Warrants (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Aug. 31, 2020 | May 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise of warrants, shares | 2,285,000 | ||||||
Warrants granted | 2,285,000 | ||||||
Proceeds from warrant exercises | $ 93,342 | ||||||
Board Members [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant issued | 7,000,000 | ||||||
Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise of warrants, shares | 4,170,000 | ||||||
Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise of warrants, shares | 61,774,551 | 4,170,000 | |||||
Warrants granted | 238,118,333 | ||||||
Warrant [Member] | Auctus Note [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant issued | 200,000,000 | 7,500,000 | |||||
Exercise price of warrants | $ 0.15 | $ 0.15 | |||||
Warrant [Member] | EMA Note [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant issued | 28,333,333 | ||||||
Exercise price of warrants | $ 0.15 | ||||||
Auctus [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise of warrants, shares | 30,887,275 | 30,887,276 | |||||
2021 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding | 1,800,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Feb. 05, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | May 31, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||||
Notes payable to related party | $ 1,800 | $ 17,885 | |||||
Debt instrument interest rate | 2.00% | 2.00% | |||||
Stock issued during period, shares | 2,000,000,000 | ||||||
Number of shares issued, value | $ 381,448 | ||||||
Number of common stock issue | 11,956,004 | 140,000,000 | |||||
Personnel costs | 1,781,124 | $ 827,201 | |||||
Conversion of stock, amount | 78,000 | ||||||
Accrued compensation | 660,331 | 605,857 | |||||
Other receivables | 100,000 | ||||||
Fund expense | 305,000 | ||||||
Accounts payable to related parties including officers and board members | 102,808 | 18,981 | |||||
Board Of Directors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares | 11,942,161 | ||||||
Shares pursuant to accrued monthly fees | 3,942,161 | ||||||
Annual compensation shares | 8,000,000 | ||||||
Number of warrants cancelled | 7,000,000 | ||||||
Warrants fair value | $ 214,595 | ||||||
Procure A M L L C [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Receivables, Net, Current | 100,000 | ||||||
Custodian [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Receivables, Net, Current | 305,000 | ||||||
Officers and Executive Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued Salaries | $ 472,804 | 299,732 | |||||
Chief Operating Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares | 200,000,000 | ||||||
Number of shares issued, value | $ 160,000 | ||||||
Seven Board Members [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares | 20,000,000 | ||||||
Personnel costs | $ 961,666 | ||||||
Conversion of stock, amount | $ 138,334 | ||||||
Deborah [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares | 1,000,000 | ||||||
Orlando Reece [Member] | Board Of Directors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares | 1,000,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 17,800 | ||||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued compensation | $ 0 | $ 94,584 |
Schedule of Income Tax Provisio
Schedule of Income Tax Provision Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Total current income tax provision | ||
Federal | (521,400) | (139,793) |
State | (136,600) | (36,607) |
Total deferred income tax benefit | (658,000) | (176,400) |
Change in deferred tax asset valuation allowance | 658,000 | 176,400 |
Total provision for income taxes |
Schedule of Sources and Tax Eff
Schedule of Sources and Tax Effects (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 5.50% | 5.50% |
Change in deferred tax asset valuation allowance | (26.50%) | (26.50%) |
Effective income tax rate |
Schedule of Components of Defer
Schedule of Components of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforwards | $ 1,990,000 | $ 1,363,000 | |
Depreciation and amortization | (31,000) | ||
Valuation allowance | (1,990,000) | (1,332,000) | $ (1,155,600) |
Net deferred tax assets |
Schedule of Valuation Allowance
Schedule of Valuation Allowance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance as of beginning of year | $ 1,332,000 | $ 1,155,600 |
Increases recorded to income tax provision | 658,000 | 176,400 |
Valuation allowance as of end of year | $ 1,990,000 | $ 1,332,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Deferred tax benefit reserve | 100.00% |
Deferred Income Tax Expense (Benefit) | $ 1,990,000 |
Operating Loss Carryforwards | $ 9,022,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Chief Executive Officer [Member] - USD ($) | Jan. 02, 2020 | Dec. 19, 2017 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Officer's compensation | $ 150,000 | |
Officer's salary | $ 200,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 1 Months Ended |
Apr. 30, 2022USD ($) | |
Subsequent Events [Abstract] | |
Proceeds to loan agreement | $ 100,000 |