Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 25, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54867 | |
Entity Registrant Name | LGBTQ LOYALTY HOLDINGS, INC. | |
Entity Central Index Key | 0001510247 | |
Entity Tax Identification Number | 80-0671280 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2435 Dixie Highway | |
Entity Address, City or Town | Wilton Manors | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33305 | |
City Area Code | (858) | |
Local Phone Number | 577-1746 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 957,580,487 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 3,077 | $ 78,348 |
Prepaid expenses and other current assets | 4,638 | 6,925 |
Total current assets | 7,715 | 85,273 |
Intangible assets, net | 46,795 | 53,243 |
Total assets | 54,510 | 138,516 |
Current liabilities: | ||
Accounts payable | 1,209,408 | 985,917 |
Accrued salaries and consulting fees | 740,771 | 660,331 |
Accrued interest and dividends | 759,789 | 640,153 |
Notes payable | 126,986 | 126,986 |
Notes payable to related party | 71,800 | 1,800 |
Convertible notes payable, net of debt discount | 2,202,923 | 2,195,145 |
Derivative liability on convertible notes payable | 1,757,315 | 1,398,127 |
Total liabilities | 6,868,992 | 6,008,459 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 912,068,287 and 832,719,287 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 912,068 | 832,719 |
Additional paid-in capital | 12,897,856 | 13,215,129 |
Accumulated deficit | (20,624,459) | (19,917,844) |
Total stockholders’ equity (deficit) | (6,814,482) | (5,869,943) |
Total liabilities and stockholders’ equity (deficit) | 54,510 | 138,516 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Series D, 2,000 shares designated, 1,005 and 1,050 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | ||
Series B Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Series D, 2,000 shares designated, 1,005 and 1,050 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | ||
Series C Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Series D, 2,000 shares designated, 1,005 and 1,050 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 52 | 52 |
Series D Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Series D, 2,000 shares designated, 1,005 and 1,050 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 912,068,287 | 832,719,287 |
Common stock, shares outstanding | 912,068,287 | 832,719,287 |
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 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 129,559 | 129,559 |
Preferred stock, shares issued | 52,559 | 52,559 |
Preferred stock, shares outstanding | 52,559 | 52,559 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock, shares issued | 1,005 | 1,050 |
Preferred stock, shares outstanding | 1,005 | 1,050 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of net revenue | ||
Gross profit | ||
Operating expenses: | ||
Personnel costs | 113,994 | 1,295,998 |
Consulting fees | 15,250 | 33,000 |
Legal and professional fees | 156,793 | 105,123 |
Fund expenses | 100,000 | |
Sales and marketing | 27,702 | |
General and administrative | 36,317 | 28,123 |
Depreciation and amortization | 6,448 | 6,448 |
Total operating expenses | 456,504 | 1,468,692 |
Loss from operations | (456,504) | (1,468,692) |
Other income (expense): | ||
Interest expense | (106,127) | (561,687) |
Change in derivative liability | (359,188) | 412,974 |
Total other income (expense), net | (465,315) | (148,713) |
Provision for income taxes | ||
Net loss | $ (921,819) | $ (1,617,405) |
Weighted average common shares outstanding - basic and diluted | 882,320,409 | 279,934,215 |
Net loss per common share - basic and diluted | $ (0.001) | $ (0.01) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (921,819) | $ (1,617,405) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount and original issue discount | 7,778 | 243,045 |
Change in fair value of derivative liability | 359,188 | (412,974) |
Financing related costs - debt | 264,460 | |
Stock-based compensation expense | 1,218,114 | |
Depreciation and amortization | 6,448 | 6,448 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 2,287 | 2,686 |
Accounts payable | 223,491 | 58,287 |
Accrued salaries and consulting fees | 80,440 | 24,333 |
Accrued interest and dividends | 96,916 | 53,750 |
Net cash used in operating activities | (145,271) | (159,256) |
Cash flows from investing activities: | ||
Other receivables | ||
Investment in intangible assets | ||
Net cash used in investing activities | ||
Cash flows from financing activities: | ||
Net proceeds (repayments) from promissory note agreements | 70,000 | (500) |
Proceeds from issuance of convertible debenture agreements | 150,000 | |
Net cash provided by financing activities | 70,000 | 149,500 |
Net decrease in cash | (75,271) | (9,756) |
Cash at beginning of period | 78,348 | 30,312 |
Cash at end of period | 3,077 | 20,556 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
Supplemental disclosure of non-cash financing activities: | ||
Conversion of accrued consulting fees into common shares | 138,334 | |
Dividends on preferred stock | 22,720 | 1,722 |
Exercise of common stock warrants | 43,349 | 61,775 |
Conversion of Series D preferred stock for common stock | 54,000 | |
Deemed dividend on conversion of preferred stock | $ 237,924 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - 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] | Preferred Stock [Member]Series D Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 50 | $ 130 | $ 263,725 | $ 7,714,704 | $ (13,239,189) | $ (5,260,580) | ||
Begning 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 | |||||
Begning balance, shares | 140,000,000 | |||||||
Common shares issued for services and compensation | $ 31,834 | 204,614 | 236,448 | |||||
Begning balance, shares | 31,834,386 | |||||||
Debenture conversions | $ 37,539 | 318,815 | 356,354 | |||||
Begning balance, shares | 37,538,998 | |||||||
Dividends on preferred stock | (1,722) | (1,722) | ||||||
Net loss | (1,617,405) | (1,617,405) | ||||||
Ending balance, value at Mar. 31, 2021 | $ 50 | $ 130 | $ 473,098 | 9,218,133 | (14,858,316) | (5,166,906) | ||
Begning balance, shares at Mar. 31, 2021 | 50,000 | 129,559 | 473,098,618 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 52 | $ 1 | $ 832,719 | 13,215,129 | (19,917,844) | (5,869,943) | ||
Begning balance, shares at Dec. 31, 2021 | 51,559 | 1,050 | 832,719,287 | |||||
Dividends on preferred stock | (22,720) | (22,720) | ||||||
Net loss | (921,819) | (921,819) | ||||||
Exercise of warrants | $ 43,349 | (43,349) | ||||||
Begning balance, shares | 43,349,000 | |||||||
Conversion of Series D preferred stock for common stock | $ 36,000 | (36,000) | ||||||
Begning balance, shares | (45) | 36,000,000 | ||||||
Deemed dividend on conversion of preferred stock | (237,924) | 237,924 | ||||||
Ending balance, value at Mar. 31, 2022 | $ 52 | $ 1 | $ 912,068 | $ 12,897,856 | $ (20,624,459) | $ (6,814,482) | ||
Begning balance, shares at Mar. 31, 2022 | 51,559 | 1,005 | 912,068,287 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2022 | |
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 has become 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 become 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. This Index 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 | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“US GAAP”), which contemplates our continuation as a going concern. We have incurred losses to date of $ 20,624,459 and have negative working capital of $ 6,861,277 as of March 31, 2022. To date we have funded our operations through advances from a related party, issuances of convertible debt, and the sale of common stock, preferred stock and warrants. We intend to raise additional funding through third-party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Basis of Presentation We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These condensed consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for fiscal year 2022. Certain information and footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. Prior Period Adjustments In the first quarter of 2022, we determined that the Series D preferred stock included a substantive conversion option, and therefore should be equity classified. Previously, the amount was included as a current liability. We have reclassified the amount to Series D preferred stock equity and additional paid-in capital on the consolidated balance sheet and consolidated statement of stockholders’ equity as of December 31, 2021. We do not believe the change to be qualitatively material to the consolidated financial statements as of December 31, 2021. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, and Advancing Equality Preference, Inc. All material inter-company transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates. Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights and derivative liabilities. Our financial instruments consist of cash, other current assets, accounts payables, accruals, and notes payable. The carrying values of these instruments approximate fair value because of the short-term maturities. The fair value of the Company’s convertible debentures and promissory notes approximates their carrying values as the underlying imputed interest rates approximates the estimated current market rate for similar instruments. The derivative is measured as a Level 3 instrument due to the various inputs which requires significant management judgment. Refer to Note 6 for detail. The following table is a summary of our financial instruments measured at fair value: Schedule of Financial Instruments at Fair Value Fair Value Measurements as of March 31, 2022: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 1,757,315 $ 1,757,315 $ - $ - $ 1,757,315 $ 1,757,315 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 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 2022 2021 Three Months Ended March 31, 2022 2021 Stock options outstanding - 1,800,000 Warrants 130,709,782 235,833,333 Shares to be issued upon conversion of notes and Series D preferred stock 3,919,792,222 372,689,648 Anti-dilutive securities 4,050,502,004 610,322,981 Recent Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company has elected to early adopt this ASU in the first quarter of 2022 and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3. Intangible Assets The Company capitalizes costs pertaining to the development of the LGBTQ100 ESG Index website. The Company began amortizing these costs upon the launch of the index, and will amortize the costs over a three-year useful life. At March 31, 2022 and December 31, 2021, net intangible assets were $ 46,795 53,243 6,448 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4. Notes Payable As of March 31, 2022 and December 31, 2021, the Company has a note payable outstanding in the amount of $ 1,986 2 In December 2019, the Company issued a promissory note to Pride Partners LLC (“Pride”) for $ 75,000 10 In 2019, the Company issued a promissory note for $ 50,000 2,500 |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5. Convertible Notes Payable During the three months ended March 31, 2022 and 2021, the Company recorded amortization of debt discount and original issue discount of $ 7,778 217,754 The following is a summary of the activity of the convertible notes payable and convertible debenture for the three months ended March 31, 2022: Schedule of Convertible Notes Payable and Convertible Debentures Activity Convertible Debenture Balance as of December 31, 2021 $ 2,195,145 Amortization of debt discount and original issue discount 7,778 Balance as of March 31, 2022 $ 2,202,923 The following comprises the balance of the convertible debenture outstanding at March 31, 2022 and December 31, 2021: Schedule of Convertible Debenture Outstanding March 31, December 31, 2022 2021 Principal amount outstanding $ 2,221,027 $ 2,221,027 Less: Unamortized original issue discount (18,104 ) (25,882 ) Total $ 2,202,923 $ 2,195,145 As of March 31, 2022 and December 31, 2021, the EMA Note was in default and the parity value of the EMA Note was determined to be $ 434,687 60,714,000 |
Derivative Liability
Derivative Liability | 3 Months Ended |
Mar. 31, 2022 | |
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 and below, 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 with the below assumptions. 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. Schedule of Conversion Feature of Derivative Liability Three Months Ended March 31, 2022 2021 Risk-free interest rate n/a 0.09 % Expected term (in years) n/a 1.00 Expected volatility n/a 233.1 % Expected dividend yield n/a 0 % Exercise price of underlying common shares n/a $ 0.004 During the three months ended March 31, 2022, the entire value of the principal of the debentures was assigned to the derivative liability and recognized as a debt discount. The debt discount is recorded as reduction (contra-liability) to the debentures and is 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 three months ended March 31, 2022: Schedule of Derivative Liability Activity Debenture Balance as of December 31, 2021 $ 1,398,127 Change in fair value of derivative liability 359,188 Balance as of March 31, 2022 $ 1,757,315 |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
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 On July 14, 2021, the Company issued 250 237,500 250 250,000 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. In January 2022, GHS converted 45 shares of Series D preferred stock with a stated value of $ 54,000 for 36,000,000 shares of common stock at a conversion price of $ 0.0015 per share. As a result of the conversion, the Company recorded a deemed dividend of $ 237,924 0.0015 0.008109 As of March 31, 2022, there were 1,005 shares of Series D preferred stock outstanding, and $ 75,664 in accrued Series D dividends. As of December 31, 2021, there were 1,050 shares of Series D preferred stock outstanding, and $52,944 in accrued Series D dividends. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Note 8. Stockholders’ Equity (Deficit) Common Stock In January 2022, GHS converted 45 54,000 36,000,000 0.0015 In February 2022, Auctus exercised warrants for 43,349,000 In March 2021, an aggregate of 140,000,000 961,666 In March 2021, an aggregate of 31,834,386 236,448 During the three months ended March 31, 2021, the Company issued 37,538,998 140,500 |
Options and Warrants
Options and Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Options and Warrants | Note 9. Options and Warrants Options As of March 31, 2022 and December 31, 2021, we had 0 Warrants As of March 31, 2022 and December 31, 2021, we had 130,709,782 174,058,782 0.01 0.02 43,349,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021 included a note of $ 1,800 with a 2 % annual interest rate. Currently the Company has defaulted on this obligation. Forbearance has been granted by the related party. In February 2022, the Company issued a promissory note to a related party for $ 70,000 Accrued Salaries and Compensation As of March 31, 2022 and December 31, 2021, accrued salaries to our company officers and executive director totaled $ 522,804 472,804 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 A former board member is the co-founder and president of ProcureAM, LLC, the fund advisor for the Fund. During 2021, we initially received $ 100,000 305,000 305,000 100,000 0 Accounts Payable As of March 31, 2022 and December 31, 2021, the Company had $ 168,308 102,808 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events Management has evaluated all activity up to May 25, 2022 and concluded that no subsequent events have occurred that would require recognition in these financial statements or disclosure in the notes to these financial statements other than the following: In April 2022, Advancing Equality Preference entered into a loan payable for $ 130,000 100,000 On April 28, 2022, the Company effectuated the termination and liquidation of the Fund pursuant to the terms of a Plan of Liquidation. As of this date, the Fund has ceased operations. On April 15, 2022, Deborah Fuhr submitted her resignation as a member of the Board, effective immediately. Ms. Fuhr submitted her resignation to pursue other interests. The Company’s Board accepted Ms. Fuhr’s resignation and expressed its appreciation for the services she provided to the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“US GAAP”), which contemplates our continuation as a going concern. We have incurred losses to date of $ 20,624,459 and have negative working capital of $ 6,861,277 as of March 31, 2022. To date we have funded our operations through advances from a related party, issuances of convertible debt, and the sale of common stock, preferred stock and warrants. We intend to raise additional funding through third-party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Basis of Presentation | Basis of Presentation We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These condensed consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for fiscal year 2022. Certain information and footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. |
Prior Period Adjustments | Prior Period Adjustments In the first quarter of 2022, we determined that the Series D preferred stock included a substantive conversion option, and therefore should be equity classified. Previously, the amount was included as a current liability. We have reclassified the amount to Series D preferred stock equity and additional paid-in capital on the consolidated balance sheet and consolidated statement of stockholders’ equity as of December 31, 2021. We do not believe the change to be qualitatively material to the consolidated financial statements as of December 31, 2021. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, and Advancing Equality Preference, Inc. All material inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights and derivative liabilities. Our financial instruments consist of cash, other current assets, accounts payables, accruals, and notes payable. The carrying values of these instruments approximate fair value because of the short-term maturities. The fair value of the Company’s convertible debentures and promissory notes approximates their carrying values as the underlying imputed interest rates approximates the estimated current market rate for similar instruments. The derivative is measured as a Level 3 instrument due to the various inputs which requires significant management judgment. Refer to Note 6 for detail. The following table is a summary of our financial instruments measured at fair value: Schedule of Financial Instruments at Fair Value Fair Value Measurements as of March 31, 2022: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 1,757,315 $ 1,757,315 $ - $ - $ 1,757,315 $ 1,757,315 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 |
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 2022 2021 Three Months Ended March 31, 2022 2021 Stock options outstanding - 1,800,000 Warrants 130,709,782 235,833,333 Shares to be issued upon conversion of notes and Series D preferred stock 3,919,792,222 372,689,648 Anti-dilutive securities 4,050,502,004 610,322,981 |
Recent Pronouncements | Recent Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company has elected to early adopt this ASU in the first quarter of 2022 and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability on convertible notes payable $ - $ - $ 1,757,315 $ 1,757,315 $ - $ - $ 1,757,315 $ 1,757,315 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 |
Schedule of Anti-dilutive Securities Excluded from Diluted Net Loss | Schedule of Anti-dilutive Securities Excluded from Diluted Net Loss 2022 2021 Three Months Ended March 31, 2022 2021 Stock options outstanding - 1,800,000 Warrants 130,709,782 235,833,333 Shares to be issued upon conversion of notes and Series D preferred stock 3,919,792,222 372,689,648 Anti-dilutive securities 4,050,502,004 610,322,981 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable and Convertible Debentures Activity | The following is a summary of the activity of the convertible notes payable and convertible debenture for the three months ended March 31, 2022: Schedule of Convertible Notes Payable and Convertible Debentures Activity Convertible Debenture Balance as of December 31, 2021 $ 2,195,145 Amortization of debt discount and original issue discount 7,778 Balance as of March 31, 2022 $ 2,202,923 |
Schedule of Convertible Debenture Outstanding | The following comprises the balance of the convertible debenture outstanding at March 31, 2022 and December 31, 2021: Schedule of Convertible Debenture Outstanding March 31, December 31, 2022 2021 Principal amount outstanding $ 2,221,027 $ 2,221,027 Less: Unamortized original issue discount (18,104 ) (25,882 ) Total $ 2,202,923 $ 2,195,145 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Conversion Feature of Derivative Liability | Schedule of Conversion Feature of Derivative Liability Three Months Ended March 31, 2022 2021 Risk-free interest rate n/a 0.09 % Expected term (in years) n/a 1.00 Expected volatility n/a 233.1 % Expected dividend yield n/a 0 % Exercise price of underlying common shares n/a $ 0.004 |
Schedule of Derivative Liability Activity | The following is a summary of the activity of the derivative liability for the three months ended March 31, 2022: Schedule of Derivative Liability Activity Debenture Balance as of December 31, 2021 $ 1,398,127 Change in fair value of derivative liability 359,188 Balance as of March 31, 2022 $ 1,757,315 |
Schedule of Financial Instrumen
Schedule of Financial Instruments at Fair Value (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability on convertible notes payable | $ 1,757,315 | $ 1,398,127 |
Derivative instruments at fair value | 1,757,315 | 1,398,127 |
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 | 1,757,315 | 1,398,127 |
Derivative instruments at fair value | $ 1,757,315 | $ 1,398,127 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Diluted Net Loss (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 4,050,502,004 | 610,322,981 |
Stock Option Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,800,000 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 130,709,782 | 235,833,333 |
Shares To Be Issued Upon Conversion of Notes And Series D Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 3,919,792,222 | 372,689,648 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 20,624,459 | $ 19,917,844 |
Working capital | $ 6,861,277 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Finite lived intangible assets, net | $ 46,795 | $ 53,243 | |
Amortization of intangible assets | $ 6,448 | $ 6,448 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Debt instrument interest rate | 2.00% | 2.00% | |
Note Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Note payable outsanding | $ 1,986 | $ 1,986 | |
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 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable and Convertible Debentures Activity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Beginning balance | $ 2,195,145 | |
Amortization of debt discount and original issue discount | 7,778 | $ 243,045 |
Ending balance | 2,202,923 | |
Debenture [Member] | ||
Short-Term Debt [Line Items] | ||
Beginning balance | 2,195,145 | |
Amortization of debt discount and original issue discount | 7,778 | |
Ending balance | $ 2,202,923 |
Schedule of Convertible Debentu
Schedule of Convertible Debenture Outstanding (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Principal amount outstanding | $ 2,221,027 | $ 2,221,027 |
Less: Unamortized original issue discount | (18,104) | (25,882) |
Total | $ 2,202,923 | $ 2,195,145 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Amortization of debt discount and original issue discount | $ 7,778 | $ 243,045 | |
Debt principal amount | 2,221,027 | $ 2,221,027 | |
Securities Purchase Agreement [Member] | Sixth Street Lending LLC [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Amortization of debt discount and original issue discount | 7,778 | $ 217,754 | |
Securities Purchase Agreement [Member] | EMA Financial, LLC [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt principal amount | $ 434,687 | $ 434,687 | |
Stock issued during period shares conversion of units | 60,714,000 |
Schedule of Conversion Feature
Schedule of Conversion Feature of Derivative Liability (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price of underlying common shares | $ 0.004 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.09 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input, term | 1 year |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 233.1 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0 |
Schedule of Derivative Liabilit
Schedule of Derivative Liability Activity (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Balance as of December 31, 2021 | $ 1,398,127 |
Balance as of March 31, 2022 | 1,757,315 |
Debenture [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Balance as of December 31, 2021 | 1,398,127 |
Change in fair value of derivative liability | 359,188 |
Balance as of March 31, 2022 | $ 1,757,315 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Jan. 31, 2022 | Aug. 20, 2021 | Jul. 14, 2021 | May 12, 2021 | Apr. 08, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||||||
Number of common stock issue | 140,000,000 | |||||||
Warrant exercise price | $ 0.01 | $ 0.02 | ||||||
Conversion price | $ 0.0015 | |||||||
Conversion price | $ 0.008109 | |||||||
Convertible [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Dividends | $ 237,924 | |||||||
Series D Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from issuance of convertible preferred stock | $ 427,600 | |||||||
Warrant issued | 40,000,000 | |||||||
Warrant exercise price | $ 0.001 | |||||||
Preferred Stock, Value, Issued | $ 1 | $ 1 | ||||||
Preferred Stock, Shares Outstanding | 1,005 | 1,050 | ||||||
Dividends Payable | $ 75,664 | |||||||
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 | |||||||
Warrant exercise price | $ 0.001 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 45 | |||||||
Preferred Stock, Value, Issued | $ 54,000 | |||||||
Preferred Stock, Convertible, Shares Issuable | 36,000,000 | |||||||
Preferred Stock, Convertible, Conversion Price | $ 0.0015 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | Feb. 28, 2022 | Jan. 31, 2022 | Aug. 20, 2021 | Jul. 14, 2021 | May 12, 2021 | Apr. 08, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Class of Stock [Line Items] | |||||||||
Converted value | $ 54,000 | ||||||||
Number of common stock issue | 140,000,000 | ||||||||
Personnel costs | $ 113,994 | $ 1,295,998 | |||||||
Debentures [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt conversion, shares issued | 37,538,998 | ||||||||
Debt conversion, shares issued value | $ 140,500 | ||||||||
Board Members [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of common stock issue | 140,000,000 | ||||||||
Personnel costs | $ 961,666 | ||||||||
Employees and Consultants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of common stock issue | 31,834,386 | ||||||||
Number of common stock issue, value | $ 236,448 | ||||||||
Auctus [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants exercised | 43,349,000 | ||||||||
Series D Preferred Stock [Member] | GHS Investments, LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock convertible shares issuable | 36,000,000 | ||||||||
Converted value | $ 54,000 | ||||||||
Preferred Stock, Convertible, Conversion Price | $ 0.0015 | ||||||||
Number of common stock issue | 250 | 250 | 150 | 400 | |||||
Series D Preferred Stock [Member] | GHS Investments, LLC [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock convertible shares issuable | 45 |
Options and Warrants (Details N
Options and Warrants (Details Narrative) - $ / shares | Feb. 28, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants outstanding | 130,709,782 | 174,058,782 | |
Warrant exercise price | $ 0.01 | $ 0.02 | |
Auctus [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise of warrants, shares | 43,349,000 | ||
Two Thousand Twenty Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding | 0 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Feb. 28, 2022 | |
Related Party Transaction [Line Items] | |||||
Notes payable to related party | $ 1,800 | $ 1,800 | $ 70,000 | ||
Interest rate | 2.00% | 2.00% | |||
Common shares issued for cash, shares | 140,000,000 | ||||
Personnel costs | $ 113,994 | $ 1,295,998 | |||
Conversion of accrued consulting fees into common shares | 138,334 | ||||
Fund expenses | 100,000 | $ 305,000 | |||
Other receivables | 0 | ||||
Procure AMLLC [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 | 522,804 | 472,804 | |||
Chief Operating Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common shares issued for cash, shares | 200,000,000 | ||||
Number of shares issued, value | $ 160,000 | ||||
Seven Board Members [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common shares issued for cash, shares | 20,000,000 | ||||
Personnel costs | $ 961,666 | ||||
Conversion of accrued consulting fees into common shares | $ 138,334 | ||||
Officers And Board Members [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable to related parties | $ 168,308 | $ 102,808 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Apr. 30, 2022USD ($) |
Subsequent Event [Line Items] | |
Loans payable | $ 130,000 |
Net proceeds loan payable | $ 100,000 |