Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Energy & Water Development Corp | |
Entity Central Index Key | 0001563298 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Is Entity Emerging Growth Company? | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 111,372,107 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Incorporation State Country Name | FL | |
Entity File Number | 000-56030 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 9,270 | |
Prepaid expenses | 148,384 | 30,375 |
TOTAL CURRENT ASSETS | 157,654 | 30,375 |
TOTAL ASSETS | 157,654 | 30,375 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 1,139,893 | 1,137,446 |
Customer/investor deposit (Note 6) | 303,742 | 313,742 |
Due to affiliate distributor (Note 6) | 4,959 | |
Convertible loan payables, net of discounts (Note 7) | 83,453 | 243,923 |
Due to officers (Note 5) | 261,653 | 2,276,770 |
Derivative liability | 344,186 | 413,795 |
TOTAL CURRENT LIABILITIES | 2,132,927 | 4,390,635 |
COMMITMENTS AND CONTINGENCIES (Note 7) | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, par value $.001 per share; 500,000,000 shares authorized, 3,780,976 and 0 shares issued and outstanding in September 30, 2020 and December 31, 2019, respectively | 3,781 | |
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 108,714,615 and 93,462,483 shares issued and outstanding in September 30, 2020 and December 31, 2019, respectively | 108,714 | 93,462 |
Additional paid in capital | 11,231,738 | 7,491,197 |
Accumulated deficit | (13,319,506) | (11,944,919) |
TOTAL STOCKHOLDERS' DEFICIT | (1,975,273) | (4,360,260) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 157,654 | $ 30,375 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred stock, share issued | 3,780,976 | 0 |
Preferred stock, shares outstanding | 3,780,976 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 108,714,615 | 93,462,483 |
Common stock, shares outstanding | 108,714,615 | 93,462,483 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
GENERAL and ADMINISTRATIVE EXPENSES | ||||
Management fees to affiliate | $ 75,000 | $ 75,000 | $ 225,000 | $ 225,000 |
Officer's salaries and payroll taxes | 81,150 | 80,738 | 243,038 | 242,213 |
Professional fees | 78,148 | 195,796 | 276,221 | 261,296 |
Travel and entertainment | 33 | 8,082 | ||
Other general and administrative expenses | 7,709 | 9,613 | 275,148 | 15,599 |
TOTAL GENERAL and ADMINISTRATIVE EXPENSES | 242,007 | 361,147 | 1,019,440 | 752,190 |
LOSS FROM OPERATIONS | (242,007) | (361,147) | (1,019,440) | (752,190) |
OTHER INCOME (EXPENSE) | ||||
Change in fair value of derivative liability | 694,096 | 199,149 | 912,825 | 199,149 |
Interest and other income (expense), net | (921,706) | (79,697) | (1,256,970) | (130,290) |
TOTAL OTHER INCOME (EXPENSE) | (227,610) | 119,452 | (344,145) | 68,859 |
LOSS BEFORE TAXES | (469,617) | (241,695) | (1,363,585) | (683,331) |
TAXES | (11,002) | (11,002) | ||
NET LOSS | $ (480,619) | $ (241,695) | $ (1,374,587) | $ (683,331) |
Loss per share - Basic and diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average number of shares outstanding - Basic and diluted | 107,287,560 | 92,994,440 | 100,764,795 | 90,569,338 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
BALANCE at Dec. 31, 2018 | $ 87,914 | $ 7,187,862 | $ (11,016,304) | $ (3,740,528) | |
BALANCE, shares at Dec. 31, 2018 | 87,913,933 | 87,913,933 | |||
Sale of common stock | $ 200 | 31,800 | $ 32,000 | ||
Sale of common stock, shares | 200,000 | ||||
Net loss | (213,920) | (213,920) | |||
BALANCE at Mar. 31, 2019 | $ 88,114 | 7,219,662 | (11,230,224) | (3,922,448) | |
BALANCE, shares at Mar. 31, 2019 | 88,113,933 | ||||
BALANCE at Dec. 31, 2018 | $ 87,914 | 7,187,862 | (11,016,304) | $ (3,740,528) | |
BALANCE, shares at Dec. 31, 2018 | 87,913,933 | 87,913,933 | |||
Net loss | $ (683,331) | ||||
BALANCE at Sep. 30, 2019 | $ 93,182 | 7,350,518 | (11,699,635) | $ (4,255,935) | |
BALANCE, shares at Sep. 30, 2019 | 93,182,483 | 93,182,483 | |||
BALANCE at Dec. 31, 2018 | $ 87,914 | 7,187,862 | (11,016,304) | $ (3,740,528) | |
BALANCE, shares at Dec. 31, 2018 | 87,913,933 | 87,913,933 | |||
Reclassification of tainted notes | $ (559,300) | ||||
BALANCE at Dec. 31, 2019 | $ 93,462 | 7,491,197 | (11,944,919) | $ (4,360,260) | |
BALANCE, shares at Dec. 31, 2019 | 93,462,483 | 93,462,483 | |||
BALANCE at Mar. 31, 2019 | $ 88,114 | 7,219,662 | (11,230,224) | $ (3,922,448) | |
BALANCE, shares at Mar. 31, 2019 | 88,113,933 | ||||
Sale of common stock | $ 11 | 11,189 | 11,200 | ||
Sale of common stock, shares | 11,200 | ||||
Conversion of debt | $ 4,611 | 483,213 | 487,824 | ||
Conversion of debt Shares | 4,611,350 | ||||
Conditional shares issued to shareholders | $ 56 | (56) | |||
Conditional shares issued to shareholders Shares | 56,000 | ||||
Beneficial conversion feature | 98,000 | 98,000 | |||
Net loss | (227,716) | (227,716) | |||
BALANCE at Jun. 30, 2019 | $ 92,792 | 7,812,008 | (11,457,940) | (3,553,140) | |
BALANCE, shares at Jun. 30, 2019 | 92,792,483 | ||||
Common stock issued for services | $ 140 | 39,060 | 39,200 | ||
Common stock issued for services Shares | 140,000 | ||||
Common stock issued for debt | $ 266 | 58,734 | 59,000 | ||
Common stock issued for debt Shares | 266,000 | ||||
Conditional shares issued to shareholders | $ (16) | 16 | |||
Conditional shares issued to shareholders Shares | (16,000) | ||||
Reclassification of tainted notes | (559,300) | (559,300) | |||
Net loss | (241,695) | (241,695) | |||
BALANCE at Sep. 30, 2019 | $ 93,182 | 7,350,518 | (11,699,635) | $ (4,255,935) | |
BALANCE, shares at Sep. 30, 2019 | 93,182,483 | 93,182,483 | |||
BALANCE at Dec. 31, 2019 | $ 93,462 | 7,491,197 | (11,944,919) | $ (4,360,260) | |
BALANCE, shares at Dec. 31, 2019 | 93,462,483 | 93,462,483 | |||
Common and preferred stock issued to satisfy accrued payroll to officers | $ 3,781 | $ 2,044 | 2,232,175 | $ 2,238,000 | |
Common and preferred stock issued to satisfy accrued payroll to officers Shares | 3,780,976 | 2,044,190 | |||
Common stock issued for services Shares | 2,044,190 | ||||
Conversion of debt | $ 692 | 37,808 | 38,500 | ||
Conversion of debt Shares | 691,522 | ||||
Conversion of interest and fees | $ 47 | 2,573 | 2,620 | ||
Conversion of interest and fees Shares | 46,789 | ||||
Derivative settled upon conversion of debt | 23,940 | 23,940 | |||
Reclassification of equity to liability for derivatives | (54,159) | (54,159) | |||
Net loss | (11,299) | (11,299) | |||
BALANCE at Mar. 31, 2020 | $ 3,781 | $ 96,245 | 9,733,534 | (11,956,218) | (2,122,658) |
BALANCE, shares at Mar. 31, 2020 | 3,780,976 | 96,244,984 | |||
BALANCE at Dec. 31, 2019 | $ 93,462 | 7,491,197 | (11,944,919) | $ (4,360,260) | |
BALANCE, shares at Dec. 31, 2019 | 93,462,483 | 93,462,483 | |||
Net loss | $ (1,374,587) | ||||
BALANCE at Sep. 30, 2020 | $ 3,781 | $ 108,714 | 11,231,738 | (13,319,506) | (1,975,273) |
BALANCE, shares at Sep. 30, 2020 | 3,780,976 | 108,714,615 | |||
BALANCE at Mar. 31, 2020 | $ 3,781 | $ 96,245 | 9,733,534 | (11,956,218) | (2,122,658) |
BALANCE, shares at Mar. 31, 2020 | 3,780,976 | 96,244,984 | |||
Sale of common stock | $ 1,301 | 67,699 | 69,000 | ||
Sale of common stock, shares | 1,301,111 | ||||
Conversion of debt | $ 4,426 | 239,074 | 243,500 | ||
Conversion of debt Shares | 4,426,091 | ||||
Conversion of interest and fees | $ 139 | 5,641 | 5,780 | ||
Conversion of interest and fees Shares | 139,275 | ||||
Common stock issued for marketing services | $ 2,500 | 247,500 | 250,000 | ||
Common stock issued for marketing services Shares | 2,500,000 | ||||
Derivative settled upon conversion of debt | 151,434 | 151,434 | |||
Subscription deposits received/used | 161,000 | 161,000 | |||
Net loss | (882,669) | (882,669) | |||
BALANCE at Jun. 30, 2020 | $ 3,781 | $ 104,611 | 10,605,882 | (12,838,887) | (2,124,613) |
BALANCE, shares at Jun. 30, 2020 | 3,780,976 | 104,611,461 | |||
Sale of common stock | $ 2,120 | 214,880 | 217,000 | ||
Sale of common stock, shares | 2,120,000 | ||||
Conversion of debt | $ 1,924 | 197,076 | 199,000 | ||
Conversion of debt Shares | 1,924,397 | ||||
Conversion of interest and fees | $ 59 | 4,341 | 4,400 | ||
Conversion of interest and fees Shares | 58,757 | ||||
Derivative settled upon conversion of debt | 283,559 | 283,559 | |||
Subscription deposits received/used | (74,000) | (74,000) | |||
Net loss | (480,619) | (480,619) | |||
BALANCE at Sep. 30, 2020 | $ 3,781 | $ 108,714 | $ 11,231,738 | $ (13,319,506) | $ (1,975,273) |
BALANCE, shares at Sep. 30, 2020 | 3,780,976 | 108,714,615 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
NET LOSS | $ (1,374,587) | $ (683,331) |
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: | ||
Amortization of debt discount (Note 6 and 7) | 1,142,520 | 79,746 |
Common stock issued for services | 250,000 | 39,200 |
Change in fair value of derivative liability | (912,825) | (199,149) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (118,009) | (1,875) |
Accrued management fees and due to/from officers | 222,883 | 208,487 |
Accounts payable and accrued expenses | 15,247 | 305,722 |
Due to affiliates | (4,959) | |
Net cash used in operating activities | (779,730) | (251,200) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible loans | 416,000 | 208,000 |
Proceeds from the sale of common stock | 286,000 | 43,200 |
Proceeds from subscriptions | 87,000 | |
Net cash provided by financing activities | 789,000 | 251,200 |
NET CHANGE IN CASH | 9,270 | |
CASH AT THE BEGINNING OF THE PERIOD | ||
CASH AT THE END OF THE PERIOD | 9,270 | |
NON-CASH INVESTING AND FINANCING TRANSACTION: | ||
Derivative liability discount | 409,302 | 110,000 |
Conditional shares issued to debt holders | 40 | |
Common shares issued to satisfy related party liability | 2,238,000 | |
Common shares issued for interest and fees | 12,800 | |
Debt discount related to beneficial conversion feature | 98,000 | |
Reclassify derivative liability upon conversion | 458,933 | |
Stock issued to satisfy convertible debt | 481,000 | 546,824 |
Reclassify of equity to liability for derivatives | $ 54,159 |
Incorporation and Nature of Ope
Incorporation and Nature of Operations | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incorporation and Nature of Operations | Note 1. Incorporation and Nature of Operations In September 2019, Eurosport Active World Corp. changed its name to Energy and Water Development Corp. (the Corporation, Company, EAWC or EAWD) to better present the Companys purpose and business sector. The name change received approval by Financial Industry Regulatory Authority ( |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements (unaudited) include the accounts of Energy and Water Development Corp. and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements of Energy and Water Development Corp. for the fiscal year ended December 31, 2019, have been omitted. Certain reclassifications have been made in Fiscal 2019 results to conform to the presentation used in Fiscal 2020. These reclassifications had no effect on the reported results of operations of the Company. Fair Value of Financial Instruments Due to their short maturities, the carrying amounts of Cash, Prepaid, Other Current Assets, Accounts Payable Accrued Expenses, Accrued Salaries and Other Current Liabilities approximate their fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. Described below are the three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities, Level 2 Observable prices that are based on inputs not quoted on active markets, but corroborated by market data, Level 3 Unobservable inputs are used when little or no market data is available. The application of the three levels of the fair value hierarchy under ASC Topic 820-10-35, our derivative liabilities as of September 30, 2020 and December 31, 2019, were $344,186 and $413,795, respectively and measured on Level 3 inputs. Loss Per Common Share The Corporation accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10 , Earnings Per Share, For the nine months ended September 30, 2020 and 2019, an aggregate of 2,200,000 stock options to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive. As discussed more fully in Note 6, convertible note holders have the option of converting their loans into common shares subject to the terms and features offered by the specific convertible notes. Some note holders were also granted purchase options to purchase additional shares subject to the features of each purchase option. If the convertible note holders of unexercised convertible notes exercised their conversion feature and the additional purchase options, they would represent 2,897,917 and 5,380,000 in additional common shares at September 30, 2020 and December 31, 2019, respectively. The potential shares from both the conversion feature and the rights to purchase additional shares were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive. Related Party Transactions A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. A related party is generally defined as: (i) any person that holds 10% or more of the Companys securities including such persons immediate families, (ii) the Companys management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Issued Accounting Standards | Note 3. Recently Issued Accounting Standards Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Corporations future consolidated financial statements. The following are a summary of recent accounting developments. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
Going Concern | |
Going Concern | Note 4. Going Concern The Company has begun to commercialize its products by beginning the build out of its initial revenue opportunity. The Company has received a deposit on its first order, which it has not yet been delivered due to delays caused by the COVID-19 global pandemic, consequently it has recognized no revenue. Due to the timing of the project build out, the Company has not currently recorded any revenue and consequently has incurred operating losses since it began operations (December 2012) totaling $13,319,506 at September 30, 2020. During the nine months ended September 30, 2020, the Corporation incurred net losses of $1,374,587. The Company also incurred a working capital deficit of $1,975,273 at September 30, 2020. These factors raise substantial doubt regarding the Corporations ability to continue as a going concern. The ability of the Corporation to continue as a going concern depends upon its ability to obtain funding to finance operating losses until the Corporation is profitable. The Corporation expects to be financed through equity capital, debt financing or from deposits related to purchases orders on proposals pending customer acceptance. In the event the Corporation does not generate sufficient funds from issuance of common stock, debt financing or purchase orders, it may be unable to fully implement its business plan and pay its obligations as they become due, any of which circumstances would have a material adverse effect on its business prospects, financial condition, and results of operations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5. Related Party Transactions Due to officers Amounts due to officers as of September 30, 2020 and December 31, 2019 are comprised of the following: 2020 2019 (Unaudited) Ralph Hofmeier: Unsecured advances due to officer $ 17,778 $ 17,778 Accrued salaries 112,500 1,175,000 Total due to Ralph Hofmeier 130,278 1,192,778 Irma Velazquez: Unsecured advances due to officer 18,875 20,992 Accrued salaries 112,500 1,063,000 Total due to Irma Velazquez 131,375 1,083,992 $ 261,653 $ 2,276,770 Unsecured advances due to officers represent unreimbursed Corporation expenses paid by the officers on behalf of the Corporation. These advances are non-interest bearing and are due on demand. Accrued salaries represent amounts earned for services rendered in accordance with the employment agreements for the Corporations Chief Executive Officer and Chief Operating Officer but were unpaid as of December 31, 2019. On January 9, 2020, settlement and release agreements were signed by Ralph Hofmeier and Irma Velazquez regarding the accrued compensation due to each of them. Ralph Hofmeier received 1,022,095 common shares and 2,002,488 Series A preferred shares in satisfaction of $1,175,000 of accrued salaries. Irma Velazquez received 1,022,095 common shares and 1,778,488 Series A preferred shares in satisfaction of $1,063,000 of accrued salaries. |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Note 6. Other Current Liabilities Due to/from Commercial Distributor & Services Supplier During the year ended December 31, 2019, EAWC-TV provided $200,000 of paid services and $100,000 of accrued services plus $13,389 net in interest and remitted $155,537 to vendors in satisfaction of EAWD obligations. EAWD also remitted $358,540 to EAWC-TV. The balance due to EAWC-TV by EAWD at December 31, 2019 was $4,959 in paid charges and $100,000 in unpaid services. During the nine months ended September 30, 2020, EAWC-TV provided $75,000 of paid services and $150,000 of accrued services plus $3,606 net in interest and remitted $176,018 to vendors in satisfaction of EAWD obligations. The escrow agent (see below) remitted $218,909 to EAWC-TV. The balance due to EAWD by EAWC-TV at September 30, 2020 was $101,245. This balance has been offset against the accounts payable due to EAWC-TV for unpaid monthly management fees of $249,250, bringing the net amount due to EAWC-TV to $148,005. Escrow Arrangement During the nine months ended September 30, 2020, the Company engaged an escrow agent to receive funds and make disbursements of company funds held in escrow. During the nine months ended September 30, 2020 the escrow agent accepted $333,000 from lenders who acquired convertible notes and paid $114,089 of company expenses on behalf of EAWD, forwarding the remaining funds of $218,909 to EAWC-TV to manage for EAWD. The escrow arrangement ended in July 2020. Customer deposit In addition to providing management services and disbursement processing to EAWD as described above, EAWC-TV also functions as a distributor of EAWD products and engineering services. EAWC-TV, having secured EAWDs first customer, has placed a $550,000 order for a solar powered atmospheric water generator (AWG) for one of its customers. EAWC-TV and the Company agreed to accept a $303,742 reduction in the balance owed by EAWD to EAWC-TV as a deposit with EAWD related to this order. The deposit will be satisfied through delivery of the equipment when performance has occurred. The equipment is being built in Germany. Investor deposit On December 16, 2019, the Company received $10,000 from a potential investor to purchase 50,000 shares of the Companys common stock. The Company did not receive the required signed and completed subscription stock purchase agreements and accordingly did not issued the shares. The instructions were formalized and signed purchase documents were received in July, 2020 and the shares were then issued. |
Convertible Loans Payable
Convertible Loans Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Loans Payable | Note 7. Convertible Loans Payable As of September 30, 2020 and December 31, 2019, the balance of convertible loans payable net of discount was $83,453 and $243,923, respectively of which convertible loans held by shareholders amounted to $0 and $203,923. The convertible loans were issued in several different forms as discussed below. Convertible loans From December 2015 through December 2018, the Company issued convertible loans payable to an aggregate of 11 note holders, raising $586,825. These convertible loans were due on demand, unsecured, have no maturity date and were generally non-interest bearing although a few of the notes provide for 2% interest. During the year ended December 31, 2019, by mutual agreement between the Company and the debt holders, an aggregate of $546,824 of outstanding convertible debt was converted into 4,877,350 common shares of the Company at a conversion price ranging from $0.10 - $1.00 per share. In addition, the Company has issued 40,000 conditional shares to several note holders pending paperwork to complete the conversion. As of September 30, 2020 and December 31, 2019, the Company had outstanding convertible loans in this form of $40,000 and $40,000, respectively. Convertible loans with beneficial conversion feature During the first quarter of 2019, the Company issued two convertible loans payable, which totaled $98,000. The convertible loans payable are due on February 19, 2020, accrue interest at 0-2% per annum and are convertible into 1,960,000 shares of the Companys common stock at $0.05 per share which is a discount to the market price on the date of the issuance (beneficial conversion feature). After performing an analysis of the conversion option under ASC Topic 815, Derivatives and Hedging and determining that the instrument does not qualify for derivative accounting treatment. The Company therefore performed an analysis if the conversion option was subject to a beneficial conversion feature and determined that it was. Accordingly, the Company recorded a debt discount of $98,000 for the value of the beneficial conversion feature. For the nine months ended September 30, 2020 and 2019 the Company amortized debt discount of $8,148 and $0, respectively. The debt discount was fully amortized in the first quarter of 2020. On May 14, 2020 these notes ($98,000) were converted into 1,960,000 common shares. As of September 30, 2020 and December 31, 2019, the Company had no outstanding convertible loans net of the beneficial conversion feature. Convertible loans with a variable conversion feature On August 7, 2019, the Company entered into an $110,000 8% convertible note to provide interim financing. The note bears interest at the rate of 8% per annum. All interest and principal must be repaid before or on August 7, 2020. The note is convertible into common stock, at the holders option, at a price equal to 70% of the lowest closing bid price of the common stock during the 20 trading day period prior to conversion. In the event the Company prepays the note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by: (i) 115% if prepaid during the period commencing on the closing date through 60 days thereafter, (ii) 120% if prepaid 61 days following the closing through 120 days following the closing, and (iii) 135% if prepaid 121 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment. The Company has identified the embedded derivatives related to the above described note. This embedded derivative included variable conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivative as of the inception date of the note and to fair value as of each subsequent reporting date. At the inception of the note, the Company determined the aggregate fair value of $183,809 of embedded derivatives, which resulted in a $73,809 loss from fair value charged to current period operations. The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions Conversion Remeasurement (1) dividend yield of 0% 0% (2) expected volatility of 147.2176.79% 180.74% (3) weighted average risk-free interest rate of 0% 0.00% (4) expected life of 0.22-0.32 years 0.10 years (5) estimated fair value $0.02-0.03 $0.00 The Company recorded $110,000 as a derivative liability discount at inception. At December 31, 2019, the Company determined the aggregate fair value of the embedded derivatives had fallen to $129,477, which resulted in a $54,332 change in fair value credited to current period operations. As of September 30, 2020 and December 31, 2019 the outstanding derivative liability related to these convertible notes was $0 and $129,477, respectively. For the nine months ended September 30, 2020 and 2019 the Company amortized debt discount of $70,540 and $14,595, respectively. Also during the nine months ended September 30, 2020, the loan holder on six occasions converted in aggregate, $110,000 of convertible debt into 2,417,613 common shares at pricing ranging from $0.04 to $0.09, which fully converted the debt to common shares. These conversions were fair valued to determine the reduction of the derivative liability associated with the conversions. As of September 30, 2020 and December 31, 2019, the Company had outstanding convertible loans net of the debt discount of $0 and $39,460, respectively. The fair value of the conversions was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions Remeasurement 6/30/20 (1) dividend yield of 0% (2) expected volatility of 229.34% (3) weighted average risk-free interest rate of 0.17% (4) expected life of 0.67 years (5) estimated fair value $0.099 Convertible loans with a variable vested conversion feature, Original Issue Discount On January 23, 2020, February 27, 2020, April 8, 2020, June 11, 2020, July 17, 2020 and September 25, 2020 the Company entered into three $60,000, two $48,000 and one $43,000 8% convertible notes with original issue discount to provide interim financing. The debt agreements provide that these notes are convertible 180 days after their issuance date. The notes bear interest at the rate of 8% per annum. All interest and principal must be repaid before or on January 24, 2021, February 28, 2021, April 15, 2021, June 15, 2021, July 17, 2021 and September 25, 2021. The notes are convertible into common stock, at the holders option after a one-year vesting period, at a price equal to 70% of the lowest closing bid price of the common stock during the 20 trading day period prior to conversion. In the event the Company prepays the note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by: (i) 120% if prepaid during the period commencing on the closing date through 90 days thereafter, (ii) 125% if prepaid 91 days following the closing through 120 days following the closing, (iii) 130% if prepaid 121 days following the closing through 150 days following the closing, and (iv) 135% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment. As of July 30 the Company completed three transactions converting debt to common stock to fully convert the January 23, 2020 $60,000 loan into 800,359 shares of common stock. As of September 30 the Company completed four transactions converting debt to common stock to fully convert the February 27, 2020 $60,000 loan into 669,002 shares of common stock. As of September 30, 2020 and December 31, 2019, the Company had outstanding convertible loans with variable vested conversion feature net of the debt discount of $43,453 and $0, respectively. For the nine months ended September 30, 2020 and 2019, the Company amortized debt discount including original issue discount of $112,577 and $0, respectively. Derivative liability The Companys derivative liability consists of transactions discussed in the previous loan category ( Convertible loans with a variable conversion feature) (Convertible loans with beneficial conversion A summary of transactions follows: Fair value as of December 31, 2018 $ Fair value on the date of issuance recorded as debt discount 183,809 Fair value on the date of issuance recorded as loss on derivative (73,809 ) Gain on change in fair value of derivatives (255,505 ) Reclassification of tainted notes to derivative 559,300 Fair value as of December 31, 2019 413,795 Debt discount from derivatives 409,302 Reclassification of equity to liability for derivatives 54,159 Amortization of debt discount from derivatives 838,688 Change in fair value of derivatives (912,825 ) Derivative settled upon conversion of debt (458,933 ) Fair value as of September 30, 2020 $ 344,186 Convertible loans with purchase option In November of 2019, the Company entered into convertible loans with 2 lenders totaling $122,000. These loans provide for a six month maturity, which may be extended up to one year, do not pay interest, and may be converted any time following the six month anniversary at a fixed price of $0.10 per share and fixed shares. One of the above loans for $55,000 became convertible on February 19, 2020 and was converted into 275,000 shares on May 5, 2020 along with exercising the purchase option for 275,000 common shares. On July 23, 2020 the second loan was converted in 335,000 common shares. The convertible loans also provide a purchase option to acquire an additional matching number of shares as results from a conversion at the same $0.10 per share price. The fair value of the purchase options originated in 2020 was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions Purchase Option (1) dividend yield of 0% (2) expected volatility of 237.56-245.94% (3) weighted average risk-free interest rate of 0.24-.27% (4) expected life of 0.375-0.60 years (5) estimated fair value $0.0883-$0.0757 As of September 30, 2020 and December 31, 2019, the Company had outstanding convertible loans with purchase options net of debt discount of $0 and $74,611, respectively. As of September 30, 2020 and December 31, 2019 the outstanding derivative liability related to these convertible notes was $0 and $0, respectively. For the nine months ended September 30, 2020 and 2019, the Company amortized debt discount for these two notes of $47,389 and $0, respectively. During February and March 2020, the Company entered into additional convertible loans with purchase options with seven lenders totaling $97,000. These loans provide for a six month maturity, which may be extended up to one year, do not pay interest, and may be converted any time following the six month anniversary at a fixed price of $0.10 per share and fixed shares. The fair value of the purchase options originated in 2020 was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions Purchase Option (1) dividend yield of 0% (2) expected volatility of 105.64-237.28% (3) weighted average risk-free interest rate of 0.0-1.58% (4) expected life of 0.49-0.10 years (5) estimated fair value $0.0303-$0.0833 In June 2020, three of notes totaling $19,000 were converted into 190,000 shares of common stock and noteholders exercised their option to purchase an additional 190,000 shares for $19,000. In July 2020, three of the notes totaling $12,000 were converted into120,000 common shares. One loan was cancelled by mutual agreement with the note holder. The original note was changed to a stock purchase for 660,000 common shares utilizing the $66,000 original proceeds of the loan. As of September 30, 2020 and December 31, 2019, the Company had outstanding convertible loans net of debt discount of $0 and $0, respectively. As of September 30, 2020 and December 31, 2019 the outstanding derivative liability related to these convertible notes was $0 and $0, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 8. Stockholders Deficit During the three months ended March 31, 2020 the Company engaged in the following equity transactions: · issued 3,780,976 shares of preferred series A stock and 2,044,190 shares of common stock to our Chief Executive and Chief Operating officers in exchange for $2,238,000 in accrued salaries, collectively, · issued 691,522 common shares for conversion of $38,500 of convertible debt as discussed in Note 7, · issued 46,789 common shares for interest and fees, · removed $23,940 of derivative for converted debt, and · recorded $54,159 for reclassification of equity to liability for derivatives. During the three months ended June 30, 2020 the Company engaged in the following equity transactions: · issued 2,500,000 shares of common stock for $250,000 in web site services, data records and marketing services, · issued 4,426,091 common shares for conversion of $243,500 of convertible debt as discussed in Note 7, · issued 139,275 common shares for interest and fees, · sold 1,301,111 common shares for $69,000, · sold $161,000 in subscriptions to purchase 1,610,000 common shares, and · removed $151,434 of derivative for converted debt. During the three months ended September 30, 2020 the Company engaged in the following equity transactions: · issued 1,924,397 common shares for conversion of $199,000 of convertible debt as discussed in Note 7, · issued 58,757 common shares for interest and fees, · sold 2,120,000 common shares for $217,000, · issued common shares for $74,000 in subscriptions received in the previous quarter, and · removed $283,559 of derivative for converted debt. Issuance of Series A Preferred Stock On January 30, 2020 the articles were amended to authorize 3,780,976 shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated Series A Preferred Stock 1. Dividends pari passu 2. Liquidation, Dissolution, or Winding Up pari passu 3. Voting 4. Conversion Rate and Adjustments a. Conversion Rate Conversion Rate |
Stock Option Plan
Stock Option Plan | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Plan | Note 9. Stock Option Plan On January 2, 2012, the Corporations Board of Directors approved the creation of the 2012 Non-Qualified Stock Option Plan (the 2012 Plan). The 2012 Plan provides for the issuance of incentive stock options to designated employees, certain key advisors and non-employee members of the Board of Directors with the opportunity to receive grant awards to acquire, in the aggregate, up to 5,000,000 shares of the Corporations common stock. A summary of information regarding the Corporations common stock options outstanding is as follows: Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Term (Years) Outstanding at December 31, 2018 2,200,000 $ 0.10 2.0 Issued Exercised Outstanding at December 31, 2019 2,200,000 0.10 1.0 Issued Exercised Outstanding at September 30, 2020 2,200,000 $ 0.10 .25 The above outstanding options were granted on January 1, 2012, to a former executive of the Company. The options were fully vested and exercisable at December 31, 2016. Accordingly, during the nine months ended September 30, 2020 and 2019, the Corporation did not recognize any stock-based compensation expense. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Commitments Employment Agreements The Corporation entered into employment agreements with its Chief Executive Officer, Mr. Ralph Hofmeier, and its Chief Operating Officer, Ms. Irma Velazquez (collectively the Employment Agreements), effective January 1, 2012. Under the Employment Agreements, the Corporation will pay each of Mr. Hofmeier and Ms. Velazquez an annual base salary of $125,000 during the first year and $150,000 during the second year and forward. Any increase to the annual base salary after the second year is subject to approval by the Corporations Board of Directors. The Employment Agreements each has initial terms of ten (10) years and is automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew. Lease Effective January 1, 2020 the Company established its 7901 4 th Contingencies From time to time, the Corporation may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. While the outcome and impact of currently pending legal proceedings cannot be predicted with certainty, the Corporations management and legal counsel believe that the resolution of these proceedings through settlement or adverse judgment will not have a material adverse effect on its consolidated operating results, financial position or cash flows. Litigation Norwood EAWD vs Packard and Co-Defendant Nick Norwood - CocoGrove |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events · On July 29, 2020, EAWD received qualification of its Form 1-A regarding the offering of 20 million shares. · On October 08, 2020 the Company sold 335,000 common shares for $67,000. · On October 08, 2020 the Company issued 1,250,000 common shares valued at $204,750 for investor relations services. · On October 15, 2020 the Company issued 194,805 common shares to convert $15,000 of debt. · On October 19, 2020 the Company sold 200,000 common shares for $20,000. · On October 22, 2020 the Company issued 262,123 common shares to convert $20,000 of debt. · On October 28, 2020 the Company issued 225,564 common shares to convert $15,000 of debt. · On November 02, 2020 the Company issued 190,000 common shares valued at $20,000 for finders fees. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements (unaudited) include the accounts of Energy and Water Development Corp. and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements of Energy and Water Development Corp. for the fiscal year ended December 31, 2019, have been omitted. Certain reclassifications have been made in Fiscal 2019 results to conform to the presentation used in Fiscal 2020. These reclassifications had no effect on the reported results of operations of the Company. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Due to their short maturities, the carrying amounts of Cash, Prepaid, Other Current Assets, Accounts Payable Accrued Expenses, Accrued Salaries and Other Current Liabilities approximate their fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. Described below are the three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities, Level 2 Observable prices that are based on inputs not quoted on active markets, but corroborated by market data, Level 3 Unobservable inputs are used when little or no market data is available. The application of the three levels of the fair value hierarchy under ASC Topic 820-10-35, our derivative liabilities as of September 30, 2020 and December 31, 2019, were $344,186 and $413,795, respectively and measured on Level 3 inputs. |
Loss Per Common Share | Loss Per Common Share The Corporation accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10 , Earnings Per Share, For the nine months ended September 30, 2020 and 2019, an aggregate of 2,200,000 stock options to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive. As discussed more fully in Note 6, convertible note holders have the option of converting their loans into common shares subject to the terms and features offered by the specific convertible notes. Some note holders were also granted purchase options to purchase additional shares subject to the features of each purchase option. If the convertible note holders of unexercised convertible notes exercised their conversion feature and the additional purchase options, they would represent 2,897,917 and 5,380,000 in additional common shares at September 30, 2020 and December 31, 2019, respectively. The potential shares from both the conversion feature and the rights to purchase additional shares were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive. |
Related Party Transactions | Related Party Transactions A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. A related party is generally defined as: (i) any person that holds 10% or more of the Companys securities including such persons immediate families, (ii) the Companys management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Due To Affiliates | Amounts due to officers as of September 30, 2020 and December 31, 2019 are comprised of the following: 2020 2019 (Unaudited) Ralph Hofmeier: Unsecured advances due to officer $ 17,778 $ 17,778 Accrued salaries 112,500 1,175,000 Total due to Ralph Hofmeier 130,278 1,192,778 Irma Velazquez: Unsecured advances due to officer 18,875 20,992 Accrued salaries 112,500 1,063,000 Total due to Irma Velazquez 131,375 1,083,992 $ 261,653 $ 2,276,770 |
Convertible Loans Payable (Tabl
Convertible Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Convertible Loans Beneficial Conversion Feature [Member] | |
Black Scholes Option Pricing Model Assumptions | The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions Conversion Remeasurement (1) dividend yield of 0% 0% (2) expected volatility of 147.2176.79% 180.74% (3) weighted average risk-free interest rate of 0% 0.00% (4) expected life of 0.22-0.32 years 0.10 years (5) estimated fair value $0.02-0.03 $0.00 |
Outstanding Derivative Liability | A summary of transactions follows: Fair value as of December 31, 2018 $ Fair value on the date of issuance recorded as debt discount 183,809 Fair value on the date of issuance recorded as loss on derivative (73,809 ) Gain on change in fair value of derivatives (255,505 ) Reclassification of tainted notes to derivative 559,300 Fair value as of December 31, 2019 413,795 Debt discount from derivatives 409,302 Reclassification of equity to liability for derivatives 54,159 Amortization of debt discount from derivatives 838,688 Change in fair value of derivatives (912,825 ) Derivative settled upon conversion of debt (458,933 ) Fair value as of September 30, 2020 $ 344,186 |
Convertible Notes Variable Conversion Feature One [Member] | |
Black Scholes Option Pricing Model Assumptions | The fair value of the conversions was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions Remeasurement 6/30/20 (1) dividend yield of 0% (2) expected volatility of 229.34% (3) weighted average risk-free interest rate of 0.17% (4) expected life of 0.67 years (5) estimated fair value $0.099 |
Convertible Loans Purchase Option November 2019 [Member] | |
Black Scholes Option Pricing Model Assumptions | The fair value of the purchase options originated in 2020 was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions Purchase Option (1) dividend yield of 0% (2) expected volatility of 237.56-245.94% (3) weighted average risk-free interest rate of 0.24-.27% (4) expected life of 0.375-0.60 years (5) estimated fair value $0.0883-$0.0757 |
Convertible Notes Purchase Option February and March 2020 [Member] | |
Black Scholes Option Pricing Model Assumptions | The fair value of the purchase options originated in 2020 was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions Purchase Option (1) dividend yield of 0% (2) expected volatility of 105.64-237.28% (3) weighted average risk-free interest rate of 0.0-1.58% (4) expected life of 0.49-0.10 years (5) estimated fair value $0.0303-$0.0833 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Options Outstanding | A summary of information regarding the Corporations common stock options outstanding is as follows: Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Term (Years) Outstanding at December 31, 2018 2,200,000 $ 0.10 2.0 Issued Exercised Outstanding at December 31, 2019 2,200,000 0.10 1.0 Issued Exercised Outstanding at September 30, 2020 2,200,000 $ 0.10 .25 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Derivative liability | $ 344,186 | $ 413,795 | ||
Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive stock options | 2,200,000 | 2,200,000 | ||
Convertible Loan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive stock options | 2,897,917 | 5,380,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Going Concern | |||||||||
Operating losses | $ 13,319,506 | $ 13,319,506 | $ 11,944,919 | ||||||
Net loss | 480,619 | $ 882,669 | $ 11,299 | $ 241,695 | $ 227,716 | $ 213,920 | 1,374,587 | $ 683,331 | |
Working capital deficit | $ 1,975,273 | $ 1,975,273 |
Related Party Transactions (Det
Related Party Transactions (Details 1) - USD ($) | Jun. 30, 2020 | Jan. 09, 2020 |
Accrued salary satisfied with stock | $ 2,238,000 | |
Ralph Hofmeier [Member] | ||
Accrued salary satisfied with stock | $ 1,175,000 | |
Ralph Hofmeier [Member] | Common Stock [Member] | ||
Stock issued accrued salary | 1,022,095 | |
Ralph Hofmeier [Member] | Series A preferred Stock [Member] | ||
Stock issued accrued salary | 2,002,488 | |
Irma Velazquez [Member] | ||
Accrued salary satisfied with stock | $ 1,063,000 | |
Irma Velazquez [Member] | Common Stock [Member] | ||
Stock issued accrued salary | 1,022,095 | |
Irma Velazquez [Member] | Series A preferred Stock [Member] | ||
Stock issued accrued salary | 1,778,488 |
Related Party Transactions (D_2
Related Party Transactions (Details 2) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Due to officers | $ 261,653 | $ 2,276,770 |
Ralph Hofmeier [Member] | ||
Related Party Transaction [Line Items] | ||
Unsecured advances due to officer | 17,778 | 17,778 |
Accrued salaries | 112,500 | 1,175,000 |
Due to officers | 130,278 | 1,192,778 |
Irma Velazquez [Member] | ||
Related Party Transaction [Line Items] | ||
Unsecured advances due to officer | 18,875 | 20,992 |
Accrued salaries | 112,500 | 1,063,000 |
Due to officers | $ 131,375 | $ 1,083,992 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | ||
Management services provided | $ 75,000 | $ 200,000 |
Management services accrued | 150,000 | 100,000 |
Interest on management services | 3,606 | 13,389 |
Management services remitted to vendors | 176,018 | 155,537 |
Additional management services remitted to vendor | 218,909 | 358,540 |
Due to affiliate | 4,959 | |
Due from affiliate | 101,245 | |
Monthly management fees EAWC-TV | 249,250 | |
Net accounts payable EAWC-TV | 148,005 | |
Funds accepted by escrow | 333,000 | |
Escrow payments | 114,089 | |
Remaining escrow funds to EAWC-TV | 218,909 | |
Due to affiliate unpaid services | 100,000 | |
Deposit | $ 303,742 | |
Proceeds from investor | $ 10,000 | |
Shares purchased potential investor | 50,000 |
Convertible Loans Payable (Deta
Convertible Loans Payable (Details 1) - USD ($) | Jul. 23, 2020 | May 14, 2020 | May 05, 2020 | Aug. 07, 2019 | Jul. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Short-term Debt [Line Items] | ||||||||||||
Convertible loan payables | $ 83,453 | $ 83,453 | $ 243,923 | |||||||||
Loans held by shareholders | 203,923 | |||||||||||
Amortization debt discount | 1,142,520 | $ 79,746 | ||||||||||
Derivative liability | 344,186 | 344,186 | 413,795 | |||||||||
Derivative liability discount | 409,302 | 110,000 | ||||||||||
Reclassification of tainted notes | $ 559,300 | 559,300 | ||||||||||
Convertible Loan [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Convertible loan payables | 40,000 | 40,000 | $ 40,000 | $ 586,825 | ||||||||
Interest rate | 2.00% | |||||||||||
Conditional shares | 40,000 | |||||||||||
Debt converted | $ 546,824 | |||||||||||
Shares issued | 4,877,350 | |||||||||||
Convertible Loan [Member] | Minimum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt conversion price | $ 0.10 | |||||||||||
Convertible Loan [Member] | Maximum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt conversion price | $ 1 | |||||||||||
Convertible Loans Beneficial Conversion Feature [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Convertible loan payables | 0 | 0 | $ 0 | |||||||||
Amortization debt discount | 8,148 | 0 | ||||||||||
Discount | 98,000 | |||||||||||
Amount | $ 98,000 | |||||||||||
Interest rate | 2.00% | |||||||||||
Number of common shares that can be issued in conversion | 1,960,000 | |||||||||||
Debt conversion price | $ 0.05 | |||||||||||
Lender [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt converted | $ 98,000 | |||||||||||
Shares of common stock | 1,960,000 | |||||||||||
Convertible Loans Variable Conversion Feature [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Convertible loan payables | 0 | 0 | $ 39,460 | |||||||||
Amortization debt discount | 70,540 | 14,595 | ||||||||||
Amount | $ 110,000 | |||||||||||
Interest rate | 8.00% | |||||||||||
Debt converted | $ 110,000 | |||||||||||
Shares of common stock | 2,417,613 | |||||||||||
Derivative liability | $ 183,809 | $ 0 | $ 0 | 129,477 | ||||||||
Derivative liability discount | 110,000 | |||||||||||
Gain (loss) from fair value | $ (73,809) | $ 54,332 | ||||||||||
dividend yield | 0.00% | 0.00% | 0.00% | |||||||||
expected volatility | 229.34% | 180.74% | ||||||||||
expected volatility minimum | 147.20% | |||||||||||
expected volatility maximum | 176.79% | |||||||||||
weighted average risk-free interest rate | 0.00% | 17.00% | 0.00% | |||||||||
expected life | 8 months 2 days | 1 month 6 days | ||||||||||
expected life minimum | 2 months 19 days | |||||||||||
expected life maximum | 3 months 26 days | |||||||||||
estimated fair value | $ 0.099 | $ 0.099 | $ 0 | |||||||||
Estimated fair value minimum | 0.02 | 0.02 | ||||||||||
Estimated fair value maximum | 0.03 | 0.03 | ||||||||||
Convertible Loans Variable Conversion Feature [Member] | Minimum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt conversion price | 0.04 | 0.04 | ||||||||||
Convertible Loans Variable Conversion Feature [Member] | Maximum [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt conversion price | $ 0.09 | $ 0.09 | ||||||||||
Convertible loans with a variable vested conversion feature, Original Issue Discount [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Convertible loan payables | $ 43,453 | $ 43,453 | $ 0 | |||||||||
Debt issuance | On January 23, 2020, February 27, 2020, April 8, 2020, June 11, 2020, July 17, 2020 and September 25, 2020 the Company entered into three $60,000, two $48,000 and one $43,000 8% convertible notes with original issue discount to provide interim financing. The debt agreements provide that these notes are convertible 180 days after their issuance date. The notes bear interest at the rate of 8% per annum. All interest and principal must be repaid before or on January 24, 2021, February 28, 2021, April 15, 2021, June 15, 2021, July 17, 2021 and September 25, 2021. The notes are convertible into common stock, at the holders option after a one-year vesting period, at a price equal to 70% of the lowest closing bid price of the common stock during the 20 trading day period prior to conversion. In the event the Company prepays the note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by: (i) 120% if prepaid during the period commencing on the closing date through 90 days thereafter, (ii) 125% if prepaid 91 days following the closing through 120 days following the closing, (iii) 130% if prepaid 121 days following the closing through 150 days following the closing, and (iv) 135% if prepaid 151 days following the closing through 180 days following the closing. | |||||||||||
Debt conversion | As of July 30 the Company completed three transactions converting debt to common stock to fully convert the January 23, 2020 $60,000 loan into 800,359 shares of common stock. As of September 30 the Company completed four transactions converting debt to common stock to fully convert the February 27, 2020 $60,000 loan into 669,002 shares of common stock. | |||||||||||
Amortization original issue discount | 112,577 | 0 | ||||||||||
Amount | $ 60,000 | $ 60,000 | ||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||
Convertible Loans Purchase Option November 2019 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Convertible loan payables | $ 0 | $ 0 | 74,611 | |||||||||
Amortization debt discount | 47,389 | $ 0 | ||||||||||
Amount | $ 122,000 | $ 122,000 | ||||||||||
Shares of common stock | 335,000 | 275,000 | ||||||||||
Debt conversion price | $ 0.10 | $ 0.10 | ||||||||||
Derivative liability | $ 0 | $ 0 | 0 | |||||||||
dividend yield | 0.00% | |||||||||||
expected volatility minimum | 237.56% | |||||||||||
expected volatility maximum | 245.94% | |||||||||||
weighted average risk-free interest rate minimum | 0.24% | |||||||||||
weighted average risk-free interest rate maximum | 0.27% | |||||||||||
expected life minimum | 45 months | |||||||||||
expected life maximum | 7 months 6 days | |||||||||||
Estimated fair value minimum | $ 0.0883 | $ 0.0883 | ||||||||||
Estimated fair value maximum | $ 0.0757 | $ 0.0757 | ||||||||||
Convertible Notes Purchase Option February and March 2020 [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Convertible loan payables | $ 0 | $ 0 | 0 | |||||||||
Amortization debt discount | 65,175 | |||||||||||
Amount | $ 97,000 | $ 97,000 | ||||||||||
Debt converted | $ 12,000 | $ 19,000 | ||||||||||
Shares of common stock | 120,000 | 190,000 | ||||||||||
Debt conversion price | $ 0.10 | $ 0.10 | ||||||||||
Derivative liability | $ 0 | $ 0 | $ 0 | |||||||||
Original note changed to stock purchase | 660,000 | |||||||||||
dividend yield | 0.00% | |||||||||||
expected volatility minimum | 105.64% | |||||||||||
expected volatility maximum | 237.28% | |||||||||||
weighted average risk-free interest rate minimum | 0.00% | |||||||||||
weighted average risk-free interest rate maximum | 1.58% | |||||||||||
expected life minimum | 5 months 27 days | |||||||||||
expected life maximum | 1 month 6 days | |||||||||||
Estimated fair value minimum | $ 0.0303 | $ 0.0303 | ||||||||||
Estimated fair value maximum | $ 0.0833 | $ 0.0833 |
Convertible Loans Payable (De_2
Convertible Loans Payable (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |||||
Fair value beginning of period | $ 413,795 | ||||
Fair value on the date of issuance recorded as debt discount | 183,809 | ||||
Fair value on the date of issuance recorded as loss on derivative | $ 694,096 | $ 199,149 | 912,825 | 199,149 | (73,809) |
Gain on change in fair value of derivatives | (255,505) | ||||
Debt discount from derivatives | 409,302 | ||||
Reclassification of equity to liability for derivatives | (54,159) | ||||
Amortization of debt discount from derivatives | 838,688 | ||||
Change in fair value of derivatives | (912,825) | ||||
Reclassification of tainted notes to derivative | $ 559,300 | 559,300 | |||
Derivative settled upon conversion of debt | (458,933) | ||||
Fair value end of period | $ 344,186 | $ 344,186 | $ 413,795 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 3 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||||||
Accrued salary satisfied with stock | $ 2,238,000 | ||||||
Common stock issued to retire convertible debt | $ 38,500 | $ 487,824 | |||||
Remove derivative for converted debt | $ 283,559 | 151,434 | 23,940 | ||||
Derivative liability | 54,159 | ||||||
Preferred stock, share issued | 3,780,976 | 0 | |||||
Preferred stock, shares outstanding | 3,780,976 | 0 | |||||
Common stock issued for marketing services | 250,000 | ||||||
Conversion of debt | $ 199,000 | 243,500 | |||||
Conversion of interest and fees | 4,400 | 5,780 | 2,620 | ||||
Sale of common stock | 217,000 | 69,000 | $ 11,200 | $ 32,000 | |||
Subscription deposits received | (74,000) | 161,000 | |||||
Derivative settled upon conversion of debt | $ 283,559 | $ 151,434 | 23,940 | ||||
Common and preferred stock issued to satisfy accrued payroll to officers | $ 2,238,000 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued for services Shares | 2,044,190 | 140,000 | |||||
Common stock issued to retire convertible debt Shares | 691,522 | 4,611,350 | |||||
Common stock issued to retire convertible debt | $ 692 | $ 4,611 | |||||
Common shares issued for fees and services Shares | 58,757 | 139,275 | 46,789 | ||||
Common stock issued for marketing services | $ 2,500 | ||||||
Common stock issued for marketing services Shares | 2,500,000 | ||||||
Conversion of debt | $ 1,924 | $ 4,426 | |||||
Conversion of debt Shares | 1,924,397 | 4,426,091 | |||||
Conversion of interest and fees | $ 59 | $ 139 | $ 47 | ||||
Conversion of interest and fees Shares | 58,757 | 139,275 | 46,789 | ||||
Sale of common stock | $ 2,120 | $ 1,301 | $ 11 | $ 200 | |||
Sale of common stock, shares | 2,120,000 | 1,301,111 | 11,200 | 200,000 | |||
Subscription deposits received Shares | 1,610,000 | ||||||
Common and preferred stock issued to satisfy accrued payroll to officers | $ 2,044 | ||||||
Common and preferred stock issued to satisfy accrued payroll to officers Shares | 2,044,190 | ||||||
Additional Paid-In Capital [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued to retire convertible debt | $ 37,808 | $ 483,213 | |||||
Remove derivative for converted debt | $ 283,559 | $ 151,434 | 23,940 | ||||
Derivative liability | 54,159 | ||||||
Common stock issued for marketing services | 247,500 | ||||||
Conversion of debt | 197,076 | 239,074 | |||||
Conversion of interest and fees | 4,341 | 5,641 | 2,573 | ||||
Sale of common stock | 214,880 | 67,699 | $ 11,189 | $ 31,800 | |||
Subscription deposits received | (74,000) | 161,000 | |||||
Derivative settled upon conversion of debt | $ 283,559 | $ 151,434 | 23,940 | ||||
Common and preferred stock issued to satisfy accrued payroll to officers | 2,232,175 | ||||||
Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common and preferred stock issued to satisfy accrued payroll to officers | $ 3,781 | ||||||
Common and preferred stock issued to satisfy accrued payroll to officers Shares | 3,780,976 |
Stock Option Plan (Details 1)
Stock Option Plan (Details 1) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Total awards authorized | 5,000,000 | ||
Stock-based compensation expense |
Stock Option Plan (Details 2)
Stock Option Plan (Details 2) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Number of Shares Outstanding beginning | 2,200,000 | 2,200,000 | |
Issued | |||
Exercised | |||
Number of Shares Outstanding ending | 2,200,000 | 2,200,000 | 2,200,000 |
Weighted Average Exercise Price Outstanding beginning | $ 0.10 | $ 0.10 | |
Issued | |||
Exercised | |||
Weighted Average Exercise Price Outstanding ending | $ 0.10 | $ 0.10 | $ 0.10 |
Weighted Average Remaining Contractual Term | 2 months 30 days | 1 year | 2 years |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Jan. 01, 2012 | |
Ralph Hofmeier [Member] | ||
Salary | $ 125,000 | |
Salary second year | 150,000 | |
Irma Velazquez [Member] | ||
Salary | 125,000 | |
Salary second year | $ 150,000 | |
Norwood [Member] | ||
Judgement paid | $ 107,872 | |
Coco Grove [Member] | ||
Damages | $ 84,393 | |
Interest rate | 6.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 02, 2020 | Oct. 28, 2020 | Oct. 22, 2020 | Oct. 19, 2020 | Oct. 15, 2020 | Oct. 08, 2020 | Oct. 08, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Subsequent Event [Line Items] | |||||||||
Proceeds | $ 286,000 | $ 43,200 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued | 190,000 | 225,564 | 262,123 | 200,000 | 194,805 | 335,000 | 1,250,000 | ||
Proceeds | $ 20,000 | $ 20,000 | $ 67,000 | $ 204,750 | |||||
Debt converted | $ 15,000 | $ 20,000 | $ 15,000 |