Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | May 19, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | BRIDGEWAY NATIONAL CORP. | ||
Entity Central Index Key | 0001567771 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 383,708 | ||
Entity Common Stock, Shares Outstanding | 2,410,229 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 1,915 | |
Due from related party | 84,997 | |
Total current assets | 1,915 | 84,997 |
Property and equipment, Net | 79,273 | 3,983 |
Rights of use assets | 722,088 | |
Total assets | 803,276 | 88,980 |
Current liabilities: | ||
Accounts payable | 217,098 | 87,746 |
Accrued Expenses | 417,960 | |
Dividend payable | 54,366 | 11,318 |
Accrued interest on convertible notes payable | 94,727 | |
Convertible notes payable, net of unamortized discount of $184,388 (2019 - $nil) (Note 3) | 1,086,612 | |
Derivative liability - notes and warrants (Note 4) | 1,717,337 | |
Due to related party | 81,277 | |
Right of use liabilities - operating leases, current | 115,547 | |
Total current liabilities | 3,784,924 | 99,064 |
Right of use liabilities - operating leases, long term | 657,457 | |
Total liabilities | 4,442,381 | 99,064 |
Stockholders' deficiency: | ||
Additional paid-in capital | 7,388,909 | 6,885,944 |
Accumulated deficit | (11,030,550) | (6,905,767) |
Total stockholders' deficiency | (3,639,105) | (10,084) |
Total liabilities and stockholders' deficiency | 803,276 | 88,980 |
Series A Preferred Stock [Member] | ||
Stockholders' deficiency: | ||
Preferred Stock, value | 1 | 1 |
Series B Preferred Stock [Member] | ||
Stockholders' deficiency: | ||
Preferred Stock, value | 125 | 96 |
Class B Common Stock [Member] | ||
Stockholders' deficiency: | ||
Common Stock, value | ||
Class A Common Stock [Member] | ||
Stockholders' deficiency: | ||
Common Stock, value | $ 2,410 | $ 2,410 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible notes payable, unamortized discount | $ 184,388 | |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 62,374,819 | 62,374,819 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 125,181 | 125,181 |
Preferred stock, shares issued | 125,001 | 96,429 |
Preferred stock, shares outstanding | 125,001 | 96,429 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 4,687,500 | 18,750,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 168,750,000 | 168,750,000 |
Common stock, shares issued | 2,410,229 | 2,410,229 |
Common stock, shares outstanding | 2,410,229 | 2,410,229 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of revenue | ||
Gross margin | ||
Operating expenses: | ||
Professional fees | 293,787 | 300,838 |
General and administrative | 1,766,932 | 85,572 |
Depreciation expense | 9,616 | 703 |
Total operating expenses | 2,109,722 | 387,113 |
Loss from operations | (2,109,722) | (387,113) |
Other expenses | ||
Change in fair value of derivative liabilities (Note 4) | 721,661 | |
Loss on derivative liabilities | (1,739,698) | |
Interest expense | (997,024) | (12,606) |
Total other expenses | (2,015,061) | (12,606) |
Loss from continuing operations before income tax provision | (4,124,783) | (399,719) |
Income tax provision (Note 10) | ||
Loss from continuing operations | (4,124,783) | (399,719) |
Earnings from discontinued operations net of taxes (Note 9) | 622,558 | |
Net profit (loss) | (4,124,783) | 222,839 |
Series B preferred stock dividend | (43,048) | (39,391) |
Deemed dividend on convertible preferred stock | (2,397,248) | |
Net loss attributable to common shareholders | (4,167,831) | (2,213,800) |
Net loss attributable to common shareholders of continuing operations | (4,167,837) | (2,836,358) |
Net profit attributable to common shareholders of discontinuing operations | $ 622,558 | |
Net profit (loss) per common share: Basic and Diluted | ||
- Continuing operations | $ (1.73) | $ (1.18) |
- Discontinuing operations | 0 | .26 |
- Net loss per common share | $ (1.73) | $ (.92) |
Weighted average commons shares Outstanding: | ||
- Basic and diluted | 2,410,229 | 2,410,229 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Series A Preferred Stock [Member] | ||
Balance | $ 1 | $ 1 |
Balance, shares | 1,000 | 1,000 |
Contributions from related party | ||
Preferred stock issued on conversion of convertible notes payable | ||
Preferred stock issued on conversion of convertible notes payable, shares | ||
Elimination of derivative liability due to debt settlement | ||
Series B preferred stock dividend | ||
Beneficial conversion feature on convertible preferred stock | ||
Deemed Distribution to CEO | ||
Adjustment for Stock Split | ||
Deemed dividend on convertible preferred stock | ||
Adjustments to derivative value | ||
Preferred stock issued as compensation for financing | ||
Preferred stock issued as compensation for financing, shares | 28,752 | |
Net profit loss | ||
Balance | $ 1 | $ 1 |
Balance, shares | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
Balance | $ 96 | |
Balance, shares | 96,429 | |
Contributions from related party | ||
Preferred stock issued on conversion of convertible notes payable | $ 96 | |
Preferred stock issued on conversion of convertible notes payable, shares | 96,429 | |
Elimination of derivative liability due to debt settlement | ||
Series B preferred stock dividend | ||
Beneficial conversion feature on convertible preferred stock | ||
Deemed Distribution to CEO | ||
Adjustment for Stock Split | ||
Deemed dividend on convertible preferred stock | ||
Adjustments to derivative value | ||
Preferred stock issued as compensation for financing | 29 | |
Net profit loss | ||
Balance | $ 125 | $ 96 |
Balance, shares | 125,001 | 96,429 |
Common Stock [Member] | ||
Balance | $ 2,410 | $ 2,410 |
Balance, shares | 2,410,229 | 2,410,229 |
Contributions from related party | ||
Preferred stock issued on conversion of convertible notes payable | ||
Preferred stock issued on conversion of convertible notes payable, shares | ||
Elimination of derivative liability due to debt settlement | ||
Series B preferred stock dividend | ||
Beneficial conversion feature on convertible preferred stock | ||
Deemed Distribution to CEO | ||
Adjustment for Stock Split | ||
Deemed dividend on convertible preferred stock | ||
Adjustments to derivative value | ||
Preferred stock issued as compensation for financing | ||
Net profit loss | ||
Balance | $ 2,410 | $ 2,410 |
Balance, shares | 2,410,229 | 2,410,229 |
Additional Paid-In Capital [Member] | ||
Balance | $ 6,893,176 | $ 4,073,876 |
Contributions from related party | 43,686 | |
Preferred stock issued on conversion of convertible notes payable | 2,397,152 | |
Elimination of derivative liability due to debt settlement | 461,539 | |
Series B preferred stock dividend | (43,048) | (39,391) |
Beneficial conversion feature on convertible preferred stock | 258,750 | 2,397,248 |
Deemed Distribution to CEO | (163,626) | |
Adjustment for Stock Split | 7,232 | |
Deemed dividend on convertible preferred stock | (2,397,248) | |
Adjustments to derivative value | 258,750 | 2,397,248 |
Preferred stock issued as compensation for financing | 399,971 | |
Net profit loss | ||
Balance | 7,388,909 | 6,893,176 |
Accumulated Deficit [Member] | ||
Balance | (6,905,767) | (7,128,606) |
Contributions from related party | ||
Preferred stock issued on conversion of convertible notes payable | ||
Elimination of derivative liability due to debt settlement | ||
Series B preferred stock dividend | ||
Beneficial conversion feature on convertible preferred stock | ||
Deemed Distribution to CEO | ||
Adjustment for Stock Split | ||
Deemed dividend on convertible preferred stock | ||
Adjustments to derivative value | ||
Preferred stock issued as compensation for financing | ||
Net profit loss | (4,513,456) | 222,839 |
Balance | (11,030,550) | (6,905,767) |
Balance | (10,084) | (3,052,319) |
Contributions from related party | 43,686 | |
Preferred stock issued on conversion of convertible notes payable | 2,397,248 | |
Elimination of derivative liability due to debt settlement | 461,539 | |
Series B preferred stock dividend | (43,048) | (39,391) |
Beneficial conversion feature on convertible preferred stock | 258,750 | 2,397,248 |
Deemed Distribution to CEO | (163,626) | |
Adjustment for Stock Split | 7,232 | |
Deemed dividend on convertible preferred stock | (2,397,248) | |
Adjustments to derivative value | 258,750 | 2,397,248 |
Preferred stock issued as compensation for financing | 399,971 | |
Net profit loss | (4,124,783) | 222,839 |
Balance | $ (3,639,105) | $ (10,084) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities: | ||
Net profit (loss) | $ (4,124,783) | $ 222,839 |
Earnings from discontinued operations | (622,558) | |
Adjustments to reconcile net profit (loss) to net cash from operating activities: | ||
Non cash operating lease expense | 157,547 | |
Depreciation expense | 9,616 | 703 |
Initial recognition of loss of derivative liabilities | 1,739,698 | |
Change in fair value of derivative liabilities | (721,661) | |
Interest expense accretion of convertible notes discount | 935,362 | |
Issuance of Series B Preferred Stock as compensation for financing | 400,000 | |
Changes in operating assets and liabilities: | ||
Due to related party | 2,648 | (113,070) |
Accounts payable and accrued expenses | 591,339 | (105,786) |
Right of use liabilities | (106,631) | |
Net cash used in operating activities - continued operations | (1,116,865) | (617,872) |
Net cash used in operating activities - discontinued operations | (3,247,462) | |
Net cash used in operating activities | (1,116,865) | (3,865,334) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (84,906) | (4,686) |
Net cash used in investing activities - continued operations | (84,906) | (4,686) |
Net cash used in investing activities - discontinued operations | (30,000,000) | |
Net cash used in investing activities | (84,906) | (30,004,686) |
Cash flows from financing activities: | ||
Contribution from CEO | 43,686 | |
Proceeds from convertible notes | 1,160,000 | |
Net cash used in financing activities - continued operations | 1,203,686 | |
Net cash provided by financing activities - discontinued operations | 33,870,020 | |
Net cash provided by financing activities | 1,203,686 | 33,870,020 |
Net change in cash | 1,915 | |
Cash - beginning of year | ||
Cash - end of year | 1,915 | |
Supplemental Cash Flow Information | ||
Interest paid | ||
Income tax paid | ||
Dividends declared on Series B preferred stock | 43,048 | 39,391 |
Initial recognition of beneficial conversion feature | 258,750 | |
Dividends on Series B Preferred Stock paid by related party on behalf of the Company | 28,073 | |
Right of use assets and right of use liabilities recognized | 879,635 | |
Issuance of Series B preferred stock on conversion of convertible notes payable | 2,397,248 | |
Initial recognition of debt discount | 750,000 | |
Deemed distribution to CEO | 163,626 | |
Elimination of derivative liability due to debt settlement | $ 461,539 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 - Organization and Operations Bridgeway National Corp., which we refer to as “the Company,” “our Company,” “we,” “us” or “our,” was originally incorporated under the laws of the State of Nevada as Snap Online Marketing Inc. on June 4, 2012 and subsequently changed its name to LifeLogger Technologies Corp., which we were referred to as “LifeLogger.” On April 10, 2019, we reincorporated as a Delaware corporation and changed our name to Capital Park Holdings Corp. On December 19, 2019, we changed our name to Bridgeway National Corp. Our principal business address is 1015 15 th On January 9, 2019, Capital Park Opportunities Fund LP, which we refer to as “Capital Park Opportunities Fund,” acquired (i) from SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability corporation (“SBI”) and Old Main Capital, LLC, a Florida series limited liability corporation (“Old Main,” together with SBI, the “Selling Shareholders”) 83,796 shares of the Company’s common stock (the “Common Stock”) owned by the Selling Shareholders and (ii) from Stewart Garner (the “Series A Preferred Stock Holder”) 1,000 shares of the Company’s Series A Preferred Stock (the “Preferred Stock”), collectively representing 84.4% of the voting power of the Company’s voting stock. Capital Park Opportunities Fund is managed by Eric Blue, our Chairman, Chief Executive Officer (“CEO”) and Chief Investment Officer (“CIO”). On January 9, 2019, Eric C. Blue was elected as our sole director, CEO and CIO. On July 13, 2020, Eon Washington commenced an employment relationship with the Company as its Chief Operating Officer – Director of Operations. On April 10, 2019, we converted from a Nevada corporation to a Delaware corporation and adopted new bylaws and a new certificate of incorporation, which amended and restated the Company’s Articles of Incorporation in Nevada. Under the new certificate of incorporation, we created an additional series of our stock now named Class B common stock, par value $0.001 per share. Each share of Class B common stock is identical to the Class A common stock in liquidation, dividend and similar rights. The only difference between our Class B common stock and our Class A common stock is that each share of Class B common stock has 10 votes for each share held, while the Class A common stock has a single vote per share, and certain actions cannot be taken without the approval of the holders of the Class B common stock. Prior to the transactions that took place on January 9, 2019, we were a lifelogging software company that developed and hosted a proprietary cloud-based software solution accessible on iOS and Android devices that offers an enhanced media experience for consumers by augmenting videos, livestreams and photos with additional context information and providing a platform that makes it easy to find and use that data when viewing or sharing media. Subsequent to transactions that took place on January 9, 2019, in addition to its lifelogging software business, the Company has been structured as a holding company with a business strategy focused on owning subsidiaries engaged in a number of diverse business activities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the Unites States of America (“US GAAP”), applied on a consistent basis, and are expressed in United States dollars (“USD”). Going Concern The consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the consolidated financial statements, the Company had an accumulated deficit of $11,030,550 at December 31, 2020, and a net loss of ($4,124,783) for the year ended December 31, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Although the Company has recently broadened its business and operating model in an effort to generate more sufficient and stable sources of revenues and cash flows, its cash position is not sufficient to support its daily operations. While the Company believes that its new business and operating model presents a viable strategy to generate sufficient revenue and believes in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less. Property and Equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the declining balance method for substantially all assets with estimated lives and rates as follows: Computer Equipment 30% Office Equipment 20% Depreciation methods, useful lives and residual values are reviewed periodically and adjusted prospectively if appropriate. Property and equipment as at December 31, 2020 consisted of the following: December 31, 2020 December 31, Computer and equipment 23,214 4,686 Office equipment 66,378 - 89,592 4,686 Accumulated depreciation (10,319 ) (703 ) Total 79,273 3,983 Goodwill Goodwill represents the excess of the purchase price paid, over the net fair value of assets acquired and liabilities assumed, to purchase an enterprise or asset. The Company tests goodwill for impairment at least annually, during the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The accounting guidance provides the Company with the option to perform a qualitative assessment to determine whether further impairment testing is necessary. At December 31, 2019, the Company recorded an impairment for the goodwill relating to the discontinued operations. Refer to Note 9. Intangible assets Intellectual property, customer contracts and tradenames that were acquired by the Company from a third party are capitalized and subsequently measured at cost less accumulated amortization and accumulated impairment losses, if they have finite useful lives, they are for approved products or if there are alternative future uses. Amortization is calculated over the cost of the intangible asset less its residual value. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. At December 31, 2019, the Company recorded an impairment for the intangible assets relating to the discontinued operations. Refer to Note 9. Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. At December 31, 2019, the Company recorded an impairment for the long-lived assets relating to the discontinued operations. Revenue Recognition ASU No. 2014-09 Revenue from Contracts with Customers Topic 606. Revenue recognized under Topic 606 ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. Fair Value of Financial Instruments For certain of the Company’s consolidated financial instruments, including accounts payable, the carrying amounts approximate their fair values due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability including certain market assumptions and pertinent information available to management. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued liabilities approximate their fair value because of the short maturity of those instruments. The derivative liabilities are fair valued as described below. Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date. The change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The derivative liabilities result in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market each quarter with the change in fair value recorded in the statement of operations. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation There were no options outstanding as of December 31, 2020 (December 31, 2019 – Nil). Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. Reverse Stock Split All references to common shares and common share data in these consolidated financial statements and elsewhere in this Form 10-K as of December 31, 2020 and 2019, and for the years then ended, reflect the Reverse Stock Split approved by FINRA on February 17, 2021. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 3 – Convertible Notes Payable Note Issue Interest December 31, 2020 Principal March 2, 2020 12 % $ 845,000 September 30, 2020 6 % $ 155,000 October 3, 2020 6 % $ 155,000 October 23, 2020 9 % $ 68,000 November 16, 2020 9 % $ 48,000 Total $ 1,271,000 The weighted average interest rate and remaining term of the fixed rate debt is 10% and 7.17 months as of December 31, 2020. The movement in convertible notes payable is as follows: Original Amount Unamortized Discount Guaranteed Interest Accrued Net Settlement Total Opening as of January 1, 2016 $ - $ - $ - $ - $ - Ending as of December 31, 2018 $ 1,339,066 $ (11,809 ) $ 58,954 $ (280,621 ) $ 1,105,590 Note Conversion: January 9, 2019 $ (1,339,066 ) $ 11,809 $ (58,954 ) $ 280,621 $ (1,105,590 ) Ending as of December 31, 2019 - - - - - Issued: March 2, 2020 (ii) 845,000 - 88,349 - $ 933,349 Issued: September 30, 2020 (ii) 155,000 (75,417 ) 2,344 - $ 81,927 Issued October 3, 2020 (ii) 155,000 (103,908 ) 2,344 - $ 53,436 Issued: October 23, 2020 (iii) 68,000 (2,433 ) 1,157 - $ 66,724 Issued: November 16, 2020 (iii) 48,000 (2,630 ) 533 - $ 45,903 Ending as of December 31,2020 $ 1,271,000 (184,388 ) 94,727 - $ 1,181,339 All convertible notes issued by the Company prior to January 9, 2019 (together with all interest owed on such notes, whether default or ordinary in nature) were converted into Series B Preferred Shares (the “Equity Shares”) as of January 9, 2019. (i) Securities Purchase Agreement and Convertible Notes Issued to Calvary Fund I, LP; Oasis Capital, LLC and SBI Investments LLC On March 2, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with SBI, on behalf of itself and the other note purchasers (the “Note Purchasers”), pursuant to which the Note Purchasers purchased from the Company (a) 12% convertible promissory notes of the Company in an aggregate principal amount of $845,000 (the “12% Notes”) of which $75,000 were related to original issuance discount and $20,000 were related to deferred finance costs (with the understanding that the initial six months of such interest shall be guaranteed) (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Notes”, and each, a “Note”), convertible into shares (the “Conversion Shares”) of common stock of the Company (the “Common Stock”) and (b) warrants (the “Warrants”) to acquire up to 1,111,842 Shares subject to a beneficial ownership cap of no greater than 4.99% in the case of each Purchaser (the “Warrant Shares”). The maturity date of the 12% Notes shall be on that day that is nine (9) months after the Issue Date (the “Maturity Date”) and is the date upon which the principal amount of the 12% Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable. The notes are currently in Default status at a rate of 24% which has been accrued. Under the terms of the 12% Notes, the Note Purchasers shall have the right at any time on or after the Issue Date, to convert (a “Conversion”) all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 12% Notes, and any other amounts owed under the 12% Notes, into shares at the Conversion Price (as defined below); provided however The exercise price of the Warrants is $0.38 per share, subject to adjustment. Each Warrant also contains a cashless exercise option and has a term of five (5) years from the Issue Date. The Notes and Warrants included embedded derivative features that were accounted for as derivative liabilities due to the variable conversion prices upon default and forced conversion; full reset provisions; and redemption features based on FASB. The Warrants were treated as derivative liabilities due to the tainted equity environment based on the notes that are convertible into an indeterminate number of shares. On March 2, 2020, the Company recorded an initial recognition loss of derivative liabilities of $1,739,698, $750,000 discount on the notes payable of which $50,700 is 6-months guaranteed interest and $95,000 original issuance discount amortized over the term of the convertible notes. The amount of amortization recognized on the discount for the year ended was $845,000. As at December 31, 2020 the Company owed $845,000 (December 31, 2019 - $nil) in principal and the accrued interest was $88,349, which consisted of accrued interest and default interest. (ii) On September 30, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with SBI, on behalf of itself and the other note purchasers (the “Note Purchasers”), pursuant to which the Note Purchasers purchased from the Company (a) two 6% convertible promissory notes ($155,000 each) of the Company in an aggregate principal amount of $310,000 (the “6% Notes”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of each Purchaser. Pursuant to the agreement, each note was issued with an original issue discount of $5,000 and as such the purchase price was $150,000. The proceeds of one note was received on October 3, 2020. The maturity date of the 6% Notes shall be on that day that is nine (9) months after the Issue Date (the “Maturity Date”) and is the date upon which the principal amount of the 6% Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable. The notes also carry a default rate of 18%. Under the terms of the 6% Notes, the Note Purchasers shall have the right at any time on or after the Issue Date, to convert (a “Conversion”) all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 6% Notes, and any other amounts owed under the 6% Notes, into shares at the Conversion Price of $0.16; provided however As at December 31, 2020 the Company owed $310,000 (December 31, 2019 - $nil) in principal and the accrued interest was $4,688. The debenture is convertible into common shares of the Company at a conversion price $0.04. The convertible debt was not considered tainted due to 5,812,500 shares of common stock held on reserve for issuance upon full conversion of this debenture. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $258,750 as additional paid-in capital and reduced the carrying value of the convertible notes to $41,250. The carrying value will be accreted over the term of the convertible notes up to their face value of $310,000. As at December 31, 2020, the carrying value of the 6% Note was $130,675 and had an unamortized discount of $179,325 ($172,658 beneficial conversion feature and $6,667 OID). During the year ended December 31, 2020, the Company recorded accretion expense of $89,425. (iii) Securities Purchase Agreement and Convertible Notes Issued to Geneva Roth Remark Holdings, Inc. On October 23, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with Geneva Roth Remark Holdings, Inc. (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 9% convertible promissory note of the Company in an aggregate principal amount of $68,000 ($3,000 OID) (the “9% Note”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of the Purchaser (the “Maximum Share Amount”). The maturity date of the 9% Note shall be on October 23, 2021 (the “Maturity Date”) and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 22% default interest rate. Under the terms of the 9% Note, the Note Purchaser shall have the right at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the 9% Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, to convert (a “Conversion”) all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 9% Note, and any other amounts owed under the 9% Note, into shares at the Conversion Price (as defined below); provided, however, that in no event shall the Note Purchaser be entitled to convert any portion of any of the 9% Note in excess of that portion of the 9% Note upon conversion of which the sum of (a) the number of shares owned by the Note Purchaser and its affiliates and (b) the number of shares issuable upon the conversion of the portion of the 9% Note with respect to which the determination of this provision is being made, would result in beneficial ownership by the Note Purchaser and its affiliates of more than the Maximum Share Amount . The “Conversion Price” shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (representing a discount rate of 35%). “Market Price” means the average of the three (3) lowest trading prices for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date. As at December 31, 2020 the Company owed $68,000 (December 31, 2019 - $nil) in principal and the accrued interest was $1,157 with unamortized debt discount of $2,433. During the year ended December 31, 2020, the Company recorded discount amortization expense of $567. On November 16, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with Geneva Roth Remark Holdings, Inc. (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 9% convertible promissory note of the Company in an aggregate principal amount of $48,000 ($3,000 OID) (the “9% Note II”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of the Purchaser (the “Maximum share Amount”). The maturity date of the 9% Note II shall be on November 16, 2021 (the “Maturity Date”) and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 22% default interest rate. Under the terms of the 9% Note II, the Note Purchaser shall have the right at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the 9% Note II and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, to convert (a “Conversion”) all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 9% Note II, and any other amounts owed under the 9% Note II, into shares at the Conversion Price (as defined below); provided, however, that in no event shall the Note Purchaser be entitled to convert any portion of any of the 9% Note II in excess of that portion of the 9% Note II upon conversion of which the sum of (a) the number of shares owned by the Note Purchaser and its affiliates and (b) the number of shares issuable upon the conversion of the portion of the 9% Note II with respect to which the determination of this provision is being made, would result in beneficial ownership by the Note Purchaser and its affiliates of more than the Maximum Share Amount . The “Conversion Price” shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). “Market Price” means the average of the three (3) lowest trading prices for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date. As at December 31, 2020 the Company owed $48,000 (December 31, 2019 - $nil) in principal and the accrued interest was $533 with unamortized debt discount of $2,630. During the year ended December 31, 2020, the Company recorded discount amortization expense of $370. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Note 4 – Derivative Liability In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase the Company’s common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. The Company’s derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, the Company’s current common stock price and expected dividend yield, and the expected volatility of the Company’s common stock price over the life of the instrument. The following table summarizes the warrant derivative liabilities and convertible notes activity for the twelve months ended December 31, 2020 and December 31, 2019: Derivative Liabilities Fair value at December 31, 2018 461,539 Elimination of derivative liability due to debt settlement (461,539 ) Derivative liabilities as at December 31, 2019 - Initial recognition of loss of derivative liabilities $ 1,739,698 Convertible notes discount 699,300 Change in fair value of warrants and notes (721,661 ) Derivative liabilities as at December 31, 2020 $ 1,717,337 The Monte Carlo methodology was used to value the derivative components as of December 31, 2020, using the following assumptions: Warrants Notes Dividend yield - 12 % Risk-free rate for term 0.28% to 0.88 % 0.08% - 0.95 % Volatility 288.6% to 325.3 % 286.5% to 348.1 % Remaining term (Years) 4.17 0.5 Stock Price $0.090 to $0.440 $0.090 to $0.440 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 5 – Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses, derivative liabilities and convertible debt. The estimated fair value of cash and cash equivalents, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company utilizes various types of financing to fund its business needs, including convertible debt with warrants attached. The Company reviews its warrants and conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so, whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with changes in fair value recognized in current earnings. The fair value of the warrants and the embedded conversion feature of the convertible debt is classified as a liability. Some of these units have embedded conversion features that are treated as a discount on the Notes. Such financial instruments are initially recorded at fair value and amortized to interest expense over the life of the debt using the effective interest method. Inputs used in the valuation to derive fair value are classified based on a fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: Level one - Quoted market prices in active markets for identical assets or liabilities; Level two - Inputs other than level one inputs that are either directly or indirectly observable; and Level three - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of these convertible notes and warrants derivative liability under level three. The Company’s settlement payable is measured at fair value on a recurring basis based on the most recent settlement offer. The Company classifies the fair value of the settlement payable under level three. The Company’s rescission liability is measured at fair value on a recurring basis based on the most recent stock price. The Company classifies the fair value of the rescission liability under level one. Based on ASC Topic 815 and related guidance, the Company concluded the common stock purchase warrants are required to be accounted for as derivatives as of the issue date due to a reset feature on the exercise price. At the date of issuance warrant derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The Company records the fair value of these derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected in the statements of operations as “Gain (loss) on derivative liabilities.” These derivative instruments are not designated as hedging instruments under ASC 815-10 and are disclosed on the balance sheet under Derivative Liabilities. The following table presents liabilities that are measured and recognized at fair value on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Derivatives $ - $ - $ 1,717,337 $ (1,018,037 ) Fair Value at December 31, 2020 $ - $ - $ 1,717,337 $ (1,018,037 ) Derivatives $ - $ - $ - $ - Fair Value at December 31, 2019 $ - $ - $ - $ - |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options and Warrants | Note 6 – Stock Options and Warrants: The following is a summary of stock option activity: Options Weighted Weighted Average Aggregate Intrinsic Outstanding, December 31, 2018 50,000 $ 12.00 1.42 - Granted - - - - Forfeited - - - - Cancelled (50,000 ) $ 12.00 Exercised - - - - Outstanding, December 31, 2019 - - - - Exercisable, December 31, 2019 - - - - Granted - - - - Forfeited - - - - Cancelled - - - - Exercised - - - - Outstanding, December 31, 2020 - $ - - $ - Exercisable, December 31, 2020 - $ - - $ - The fair value of the stock options was amortized to stock option expense over the vesting period. The Company recorded stock option expense of $nil, included in operating expenses, during the year ended December 31, 2020, and $nil during the year ended December 31, 2019. At December 31, 2020, the unamortized stock option expense was $nil (December 31, 2019 - $nil). As at December 31, 2020, the Company had the following warrant securities outstanding: Common Stock Warrants December 31, 2018 36,667 Less: Exercised - Less: Cancelled (36,667 ) Add: Issued - December 31, 2019 - Less: Exercised - Less: Cancelled - Add: Issued 2,640,625 * December 31, 2020 2,640,625 Warrants (Note 4) 1,111,842 Exercise Price $ 0.380 Expiration Date March 2, 2025 * As at December 31, 2020, the number of warrants outstanding included a full reset adjustment due to the issuance of additional convertible notes. The fair value of the warrants at issuance was $577,868, with an expiration of March 2, 2025 and exercise price of $0.380. During the year ended December 31, 2020, the exercise price was reset to $0.16. The fair value of the warrants as at December 31, 2020 was $473,759. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions Related Parties Related parties with whom the Company had transactions are: Related Parties Relationship Stew Garner Chairman, CEO, CFO and director (resigned effective January 9, 2019) Eric Blue Chairman, CEO, CFO and director (effective January 9, 2019) Due from related company During the year ended December 31, 2019, an amount of $113,070 of payments were made on behalf of a related company by virtue of same management. The amount of $84,997 due to related party as of December 31,2019 were unsecured, bore no interest and were due on demand. Included in the amount were $28,073 in dividends paid by the related party on behalf of the Company as of December 31, 2019. During the year ended December 31, 2020, an amount of $163,626 were characterized as a deemed distribution to the CEO; an amount of $82,642 of advances and $85,290 of payments were made to the CEO. Included in the due to related party balance sheet account was a balance of $81,277 was owed to the current CEO of the Company as of December 31, 2020, which were unsecured, bore no interest and were due on demand. During the year ended December 31, 2020, the CEO also made $43,686 cash contribution to the Company. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficiency | Note 8 - Stockholders’ Deficiency Shares Authorized The Company’s authorized capital stock consists of 168,750,000 shares of Class A common stock, par value $0.001 per share, 18,750,000 Class B common stock, par value $0.001per share and 62,500,000 shares of preferred stock, par value $0.001 per share of which 1000 shares are designated “Series A Preferred Stock” and of which one hundred twenty-five thousand one hundred eighty-one (125,181) shares are designated “Series B Preferred Stock”. On January 9, 2019, the Company entered into a Note Conversion Agreement (the “Conversion Agreement”) with SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability corporation (“SBI”), and Old Main Capital, LLC, a Florida series limited liability corporation (“Old Main”). Pursuant to the Conversion Agreement, SBI converted $549,042 of principal and $641,565 accrued interest owed to SBI by the Company pursuant to a promissory Note into 42,429 shares of the Company’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), in full satisfaction of such obligation. Pursuant to the Conversion Agreement, Old Main converted $556,547 of principal and $650,094 accrued interest owed to Old Main by the Company pursuant to a promissory Note into 54,000 shares of the Company’s Series B Preferred Stock in full satisfaction of such obligation. Effective as of April 10, 2019, the Company reincorporated to the State of Delaware from the State of Nevada and amended its Articles of Incorporation to decrease its authorized capital stock from 500,000,000 to 30,000,000 shares, of which 25,000,000 will be common stock and 5,000,000 will be preferred stock, of which, 1000 shares have been previously designated as Series A Preferred Stock (the “Series A Preferred Stock”) and 96,429 shares have been designated as Series B Preferred Stock (the “Series B Preferred Stock”). In connection with the Company reincorporating to the State of Delaware, the Company also filed certificates of designation, preferences and rights for the Series A Preferred Stock and Series B Preferred Stock with the Secretary of State of the State of Delaware. Effective as of December 19, 2019, the authorized share capital of the Company was increased from 30,000,000 shares to 250,000,000 shares, of which 187,500,000 shares will be Common Stock (the “Common Stock”), 168,750,000 shares of the Common Stock will be designated Class A Common Stock (the “Class A Common Stock”), 18,750,000 shares of the Common Stock will be designated Class B Common Stock (the “Class B Common Stock”) and 62,500,000 shares will be designated preferred stock, of which, 62,374,819 shares have been designated as Series A Preferred Stock (the “Series A Preferred Stock”) and 125,181 shares have been designated as Series B Preferred Stock. Preferred Stock During the twelve-month period ended December 31, 2020, the Company declared $43,048 in dividends on the Series B Preferred Stock. A total of $54,366 was accrued as a dividend payable as of December 31, 2020. On January 9, 2019, the Company entered into a Note Conversion Agreement (the “Conversion Agreement”) with SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability corporation (“SBI”), and Old Main Capital, LLC, a Florida series limited liability corporation (“Old Main”). Pursuant to the Conversion Agreement, SBI converted $549,042 of principal and $641,565 accrued interest owed to SBI by the Company pursuant to a promissory Note into 42,429 shares of the Company’s Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), in full satisfaction of such obligation. Pursuant to the Conversion Agreement, Old Main converted $556,547 of principal and $650,094 accrued interest owed to Old Main by the Company pursuant to a promissory Note into 54,000 shares of the Company’s Series B Preferred Stock in full satisfaction of such obligation. Concurrently with and the closing of the transactions for the Old Main Conversion Shares, with an effective date of January 9, 2019, the Company acquired from Old Main and SBI 83,796 shares of Class A Common Stock and from a prior executive of the Company, 1000 shares of Series A Preferred Stock. The purchase price for the Class A Common Stock was $335.18 in the aggregate and the purchase price for the Series A Preferred Stock was $1 in the aggregate. Each share of Series A Preferred Stock is entitled to 50,000 votes on all matters submitted to a vote of the Company’s stockholders. In the event that such votes do not total at least 51% of all votes, then the votes cast by the holders of the Series A Preferred Stock shall be equal to 51% of all votes cast at any meeting of the Company’s stockholders or any issue put to the stockholders for voting. The shares of the Series B preferred stock are convertible into shares of the Company’s common stock equal to a forty percent (40%) discount to the lowest volume weighted average price of the Company’s Common Stock during the fifteen (15) days immediately preceding the day of exercise of the conversion right. The preferred stock shall have such other rights, preferences and privileges to be set forth in a certificate of designation to be filed with the Secretary of State including Series B preferred stock are entitled to dividend preference to receive cash dividends at the rate of three percent (3.00%) of the Original Series B Issue Price per annum and no voting rights. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it contained a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $2,397,248. The beneficial conversion feature was fully amortized and recorded as a deemed dividend. During the year ended December 31, 2019, the Company declared $39,391 in dividends on the Series B Preferred Stock, of which $28,073 was paid by a related company and $11,318 accrued. On October 24, 2019, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with SBI and Oasis Capital, LLC, a Puerto Rico limited liability company (“Oasis” and together with SBI, the “Investors”, and each, an “Investor”), pursuant to which the Investors agreed to, in the aggregate between the Investors, purchase from the Company up to Ten Million Dollars ($10,000,000) (the “Maximum Commitment Amount”) of the Common Stock. Under the terms of the Purchase Agreement, the Company shall have the right, but not the obligation, to direct an Investor, by its delivery to the Investor of a put notice (the “Put Notice”) from time to time beginning on the execution date of the Purchase Agreement and ending on the earlier to occur of: (i) the date on which the Investors shall have purchased Put Shares equal to the Maximum Commitment Amount, (ii) October 24, 2021, or (iii) written notice of termination by the Company to the Investors (together, the “Commitment Period”), to purchase Put Shares. Notwithstanding any other terms of the Purchase Agreement, in each instance, (i) the amount that is the subject of a Put Notice (the “Investment Amount”) is not more than the Maximum Put Amount (as defined below), (ii) the aggregate Investment Amount of all Put Notices shall not exceed the Maximum Commitment Amount and (iii) the Company cannot deliver consecutive Put Notices and/or consummate closings to the same Investor, meaning for the avoidance of doubt, that Put Notices delivered by the Company must alternate between Oasis and SBI. “Maximum Put Amount” means the lesser of (i) such amount that equals two hundred fifty percent (250%) of the average daily trading volume of the Common Stock and (ii) One Million Dollars ($1,000,000.00). The price paid for each share of Common Stock (the “Purchase Price”) subject to a Put Notice (each, a “Put Share”) shall be 85% of the Market Price (as defined below) on the date upon which the Purchase Price is calculated in accordance with the terms and conditions of the Purchase Agreement. “Market Price” means the one (1) lowest traded price of the Common Stock on the principal market for any trading day during the Valuation Period (as defined below), as reported by Bloomberg Finance L.P. or other reputable source. “Valuation Period” means the period of five (5) consecutive trading days immediately following the Clearing Date (as defined below) associated with the applicable Put Notice during which the Purchase Price of the Common Stock is valued, provided, however, that the Valuation Period shall instead begin on the Clearing Date if the respective Put Shares are received as DWAC Shares in the applicable Investor’s brokerage account prior to 11:00 a.m. EST on the respective Clearing Date. “Clearing Date” means the date on which an Investor receives the Put Shares as DWAC Shares in its brokerage account. Concurrently with the execution of the Purchase Agreement, the Company, SBI and Oasis entered into a Registration Rights Agreement, dated as of October 24, 2019 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company shall by December 8, 2019, file with the SEC an initial registration statement on Form S-1 covering the maximum number of Registrable Securities (as defined below) as shall be permitted to be included in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investors, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investors in consultation with their respective legal counsel. “Registrable Securities” means all of the Put Shares which have been, or which may, from time to time be issued, including without limitation all of the shares of Common Stock which have been issued or will be issued to an Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with respect to Put Shares (as such terms are defined in the Purchase Agreement) issued or issuable to an Investor, and shares of Common Stock issued to an Investor with respect to the Put Shares and the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement. As compensation for the commitments made under the Purchase Agreement, the Company paid to the Investors a commitment fee equal to four percent (4%) of the Maximum Commitment Amount (the “Commitment Fee”). The Commitment Fee was paid by the Company by issuing to the Investors 28,572 shares of the Company’s Series B Preferred Stock, authorized on February 25, 2020 and issued as on February 25, 2020 with the amount of $400,000 recorded to deferred financing costs. The fair value was determined based on the issuance price mutually agreed upon between the parties as at the date of issuance. As at December 31, 2020, there were 125,181 shares of Series B Preferred Stock authorized. The Series B Preferred Stock are redeemable at the option of the holders and have an aggregate redemption value of $1,752,534 at the holders’ request based on the Company’s approval and the Company had declared $43,048 in dividends of which $0 were paid in cash and $43,048 were accrued. On April 15, 2021, the Company notified SBI and Old Main of its intent to terminate the Purchase Agreement effective immediately. The Series B preferred shares issued to the equity purchasers as a Commitment Fee will remain on record and the deferred financing costs was immediately expensed during the year ended December 31, 2020. |
Acquisition and Discontinued Op
Acquisition and Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Acquisition And Discontinued Operations | |
Acquisition and Discontinued Operations | Note 9- Acquisition and discontinued operations The Company entered into an agreement (the “Transaction Agreement”) on May 3, 2019 with C-PAK, P&G, and Capital Park Holdings Corp., solely in its capacity as guarantor, for an acquisition of certain assets pertaining to the “Joy” and “Cream Suds” trademarks for $30,000,000. The acquisition meets the definition of a business and has been accounted for in accordance with the authoritative guidance on business combinations; therefore, the tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition date. The purchase price of $30,000,000 was allocated as follows: Tangible assets Molds 17,500 Prepaid expenses 70,000 Total $ 87,500 Intangible asset Intellectual Property/Technology 1,028,000 Customer Base 6,806,000 Tradenames - trademarks 4,775,000 Total $ 12,609,000 Goodwill 17,303,500 Total net assets acquired $ 30,000,000 Total cash consideration paid $ 30,000,000 As at October 1, 2019, the Transaction Agreement was terminated between the parties. The terms of the termination are undergoing further negotiations. Results of operations, financial position and cash flows for these businesses are separately reported as discontinued operations. Financial information for discontinued operations for the year ended December 31, 2019 Expenses (2,409,309 ) Other income (expenses) Other income 1,556,376 Interest expense (1,388,576 ) Impairment of intangible assets (12,005,872 ) Impairment of goodwill (17,303,500 ) Write-off of tangible assets (17,500 ) Settlement of debt 32,190,939 Income before income tax provision 622,558 Benefit (provision) for income taxes - Income from discontinued operations, net of taxes 622,558 There were no assets or liabilities of discontinued operations held as at December 31, 2019 and December 31, 2020. P&G Secured Promissory Note In connection with the entering into of the Transaction Agreement, C-PAK (together with certain affiliates, the “Note Borrowers”) entered into a Senior Secured Promissory Note (the “Secured Note”) in the original principal amount of $9,950,000 with P&G, in its respective capacity as the “Note Lender.” The interest rate applicable to the borrowing under the Secured Note is equal to 6.00% which is deferred and payable on the maturity date of the Secured Note. Under the Secured Note, the Borrowers must repay the unpaid principal amount of the Secured Note on September 13, 2019. The Note was not repaid as at maturity date. The Secured Note contains customary affirmative and negative covenants, which, among other things, limit the Borrower’s ability to (i) incur additional indebtedness, (ii) pay dividends or make certain distributions or (iii) dispose of its assets, grant liens or encumber its assets. These covenants are subject to a number of exceptions and qualifications. During the year ended December 31, 2019, the Company had recorded an interest expense of $150,477 on the Secured Note. Due to the cancellation of the Transaction Agreement, the Secured Note and interest expense has been deemed as settled. Therefore, $nil balance was outstanding as of December 31, 2019. Senior Secured Credit Facility On May 3, 2019, C-PAK Consumer Product Holdings LLC, a Delaware limited liability company (“C-PAK”) and C-PAK Consumer Product IP SPV LLC, a Delaware limited liability company (“C-PAK IP”, together with C-PAK, the ”Borrowers”) entered into a loan agreement with Piney Lake Opportunities ECI Master Fund LP, a Cayman Islands exempted limited partnership (“PLC ECI-Master Fund”), in its respective capacities as the “Administrative Agent”, ”Collateral Agent” and “Lender”, pursuant to which the Borrowers obtained a $22 million term loan (the “Loan Agreement”). The proceeds of the loan were used to acquire certain assets from The Procter & Gamble Company, an Ohio corporation (“P&G”) and to pay fees and expenses related thereto. The Borrowers are subsidiaries of a majority-owned subsidiary of the Company, C-PAK Consumer Product Holdings SPV I LLC, a Delaware limited liability company (“C-PAK Holdings”). C-PAK Holdings is a guarantor under the Loan Agreement. An additional balance of $3,000,000 was obtained from PLC ECI-Master Fund by related company, C-PAK. The terms are aligned with the Senior Secured Credit Facility below. As security for its obligations under the Loan Agreement, C-PAK Holdings and the Borrowers granted a lien on substantially all of its assets to the Lender pursuant to a Guaranty and Security Agreement dated May 3, 2019, by and among the Borrowers, C-PAK Holdings and the Collateral Agent (the “Guaranty and Security Agreement”) and a Trademark Security Agreement dated May 3, 2019 by and between C-PAK IP and the Collateral Agent (the “Trademark Security Agreement”). The Loan Agreement contains customary affirmative and negative covenants, which, among other things, limit the Borrower’s ability to (i) incur additional indebtedness, (ii) pay dividends or make certain distributions or (iii) dispose of its assets, grant liens or encumber its assets. These covenants are subject to a number of exceptions and qualifications. The interest rate applicable to the borrowing under the Loan Agreement is equal to LIBOR plus a margin of 12.00% which is payable monthly beginning on June 30, 2019. Under the Loan Agreement, the Borrowers must repay the unpaid principal amount of the loans quarterly in an amount equal to $440,000 which was to begin on September 30, 2019. The Loan Agreement will mature on May 3, 2024. As at December 31, 2019, the monthly instalments were not yet repaid. During the year ended December 31, 2019, the Company had recorded an interest expense of $825,407 on the loan payable. Due to the cancellation of the Transaction Agreement, the loan and interest expense has been deemed as settled. Therefore, $nil balance was outstanding for the year ended December 31, 2019. In connection with the closing of the transaction contemplated by the transaction agreement, the Company received a transaction fee in the amount of $400,000 (the “Transaction Fee”) where the Company recorded the transaction fee as an accrual with its Deferred Financing Fee balance sheet account. In conjunction with termination of the Transaction Agreement, the Company has immediately reversed the accrual for the Transaction Fee and immediately expensed the Transaction Fee in this period. |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Note 10 – Income Tax Provision Deferred Tax Assets At December 31, 2020, the Company had net operating loss (“NOL”) carryforwards for Federal income tax purposes of $4,170,283 that may be offset against future taxable income through 2036. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $875,760 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. The statutory rate and the effective tax rate for and as of December 31, 2020 was 21% (2019 – 21%). Components of the unrealized deferred tax assets: December 31, 2020 December 31, 2019 Net deferred tax assets – Non-current: Expected income tax benefit from NOL carry-forwards 875,760 636,814 Less valuation allowance (875,760 ) (636,814 ) Deferred tax assets, net of valuation allowance $ - - Income Tax Provision in the Statements of Operations A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows: December 31, 2020 December 31, 2019 $ $ Loss from continuing operations (4,124,783 ) (399,719 ) Expected income tax recovery from net loss (866,204 ) (83,941 ) Non-deductible expenses 496,375 148 Change in valuation allowance 369,829 83,793 — — The Company is neither under examination by any taxing authority, nor has it been notified of any impending examination. The Company’s tax years for its Federal and State jurisdictions which are currently open for examination are the years of 2016 - 2020. |
Lease
Lease | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease | Note 11- Lease The Company entered into an operating lease agreement with a scheduled commencement date on January 15, 2020 for a sixty-seven-month term, with an option to renew for a five-year term. The Company adopted ASC 842 – Leases using the modified retrospective cumulative catch-up approach beginning on January 1, 2019. Under this approach, the Company did not restate its comparative amounts and recognized a right-of-use asset equal to the present value of the future lease payments. The Company elected to apply the practical expedient to only transition contracts which were previously identified as leases and elected to not recognize right-of-use assets and lease obligations for leases of low value assets. When measuring the right of use liabilities, the Company discounted lease payments using its incremental borrowing rate at January 15, 2020. The weighted-average-rate applied is 12%. $ Operating lease right-of-use asset – initial recognition 879,635 Amortization (157,547 ) Balance at December 31, 2020 722,088 Right of use liabilities – operating leases – initial recognition 879,635 Principal repayment (106,631 ) Balance at December 31, 2020 773,004 Current portion of right of use liabilities – operating leases 115,547 Noncurrent portion of right of use liabilities – operating leases 657,457 The operating lease expense was $217,919 for the twelve months ended December 31, 2020 and included in the general and administrative expenses. The following table represents the contractual undiscounted cash flows for right of use liabilities – operating leases due within twelve months of December 31, $ 2021 211,114 2022 216,392 2023 221,802 2024 227,347 2025 135,934 Total minimum lease payments 1,012,589 Less: effect of discounting (239,585 ) Present value of future minimum lease payments 773,004 Less: current portion of right of use liabilities – operating leases 115,547 Noncurrent portion of right of use liabilities – operating leases 657,457 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 - Subsequent Events Small Business Administration Loans On March 31, 2021, Bridgeway was approved for a SBA Loan-1in the amount of $723,743 and on March 24, 2021 was approved for an SBA Loan-2 in the original principal amount of $150,000. SBA Loan-1 shall be eligible for forgiveness if during the 8-to-24-week covered period following disbursement: (i) employee and compensation levels are maintained; (ii) the loan proceeds are spent on payroll costs and other eligible expenses and (iii) at least 60% of the proceeds are spent on payroll costs. For any portion of the SBA Loan-1 that is not forgiven, it will bear interest at a 1% fixed APR for the life of the loan with payments deferred for ten (10) months. With respect to the SBA Loan-2, interest will accrue at the rate of 3.75% per annum with installment payments, including principal and interest, of $731.00 per month beginning on the twelve (12) month anniversary of the funding date. The balance of principal and interest will be payable on the thirty (30) year anniversary of the funding date. Subsequent Financing Transaction On January 20, 2021 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with Geneva Roth Remark Holdings, Inc. (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 9% convertible promissory note of the Company in an aggregate principal amount of $48,000 ($3,000 OID) (the “9% Note III”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of the Purchaser (the “Maximum share Amount”). The maturity date of the 9% Note III shall be on January 20, 2022 (the “Maturity Date”) and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 22% default interest rate. Under the terms of the 9% Note III, the Note Purchaser shall have the right at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the 9% Note III and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, to convert (a “Conversion”) all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 9% Note III, and any other amounts owed under the 9% Note III, into shares at the Conversion Price; provided, however, that in no event shall the Note Purchaser be entitled to convert any portion of any of the 9% Note III in excess of that portion of the 9% Note III upon conversion of which the sum of (a) the number of shares owned by the Note Purchaser and its affiliates and (b) the number of shares issuable upon the conversion of the portion of the 9% Note III with respect to which the determination of this provision is being made, would result in beneficial ownership by the Note Purchaser and its affiliates of more than the Maximum Share Amount. The “Conversion Price” shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (representing a discount rate of 35%). “Market Price” means the average of the three (3) lowest trading prices for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date. Class A and Class B Common Stock Reverse Stock Split On October 16, 2020, the board of directors (the “Board”) of the Company and a stockholder holding a majority of the voting power of the Company’s voting stock (the “Majority Stockholder”) took action by joint written consent in lieu of a meeting to: (i) ratify the approval of an amendment to the Company’s certificate of incorporation, which amendment was filed with the Delaware Secretary of State on December 19, 2019 and was declared effective on January 20, 2020 (the “December 2019 Amendment”), which (i) changed the Company’s name from “Capital Park Holdings Corp.” to “Bridgeway National Corp.” and (ii) increased our authorized capital stock from 30,000,000 shares to 250,000,000 shares, of which 168,750,000 shares were designated as Class A Common Stock (the “Class A Common Stock”), 18,750,000 shares were designated as Class B Common Stock (the “Class B Common Stock”) and 62,500,000 shares were designated as preferred stock, of which 62,374,819 shares were previously designated as Series A Preferred Stock (the “Series A Preferred Stock”) and 125,181 shares were previously designated as Series B Preferred Stock (the “Series B Preferred Stock”); (ii) approve a further amendment to the Company’s certificate of incorporation (the “Recapitalization Amendment”) to increase the Common Stock from 187,500,000 shares to 400,000,000 shares, of which 360,000,000 shares will be designated as the Class A Common Stock and 40,000,000 shares will be designated as the Class B Common Stock and (iii) approve an additional amendment to the certificate of incorporation to effect a reverse stock split of our outstanding shares of our Class A Common Stock and Class B Common Stock at the at the ratio of one-for-4 (the “Reverse Stock Split Amendment,” and together with the December 2019 Amendment and the Recapitalization Amendment, collectively, the “Amendments”). The December 2019 Amendment will not be deemed ratified, and the Recapitalization Amendment and Reverse Stock Split Amendment will not be made effective until at least twenty (20) calendar days after the mailing of the Information Statement accompanying this Notice. In addition, the Reverse Stock Split Amendment will not be made effective until the Recapitalization Amendment is made effective and we receive FINRA approval for the Reverse Stock Split from the Financial Industry Regulatory Authority (“FINRA”). We received written notification that FINRA had approved the Reverse Stock Split on February 17, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the Unites States of America (“US GAAP”), applied on a consistent basis, and are expressed in United States dollars (“USD”). |
Going Concern | Going Concern The consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the consolidated financial statements, the Company had an accumulated deficit of $11,030,550 at December 31, 2020, and a net loss of ($4,124,783) for the year ended December 31, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Although the Company has recently broadened its business and operating model in an effort to generate more sufficient and stable sources of revenues and cash flows, its cash position is not sufficient to support its daily operations. While the Company believes that its new business and operating model presents a viable strategy to generate sufficient revenue and believes in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash Equivalents | Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the declining balance method for substantially all assets with estimated lives and rates as follows: Computer Equipment 30% Office Equipment 20% Depreciation methods, useful lives and residual values are reviewed periodically and adjusted prospectively if appropriate. Property and equipment as at December 31, 2020 consisted of the following: December 31, 2020 December 31, Computer and equipment 23,214 4,686 Office equipment 66,378 - 89,592 4,686 Accumulated depreciation (10,319 ) (703 ) Total 79,273 3,983 |
Goodwill | Goodwill Goodwill represents the excess of the purchase price paid, over the net fair value of assets acquired and liabilities assumed, to purchase an enterprise or asset. The Company tests goodwill for impairment at least annually, during the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The accounting guidance provides the Company with the option to perform a qualitative assessment to determine whether further impairment testing is necessary. At December 31, 2019, the Company recorded an impairment for the goodwill relating to the discontinued operations. Refer to Note 9. |
Intangible Assets | Intangible assets Intellectual property, customer contracts and tradenames that were acquired by the Company from a third party are capitalized and subsequently measured at cost less accumulated amortization and accumulated impairment losses, if they have finite useful lives, they are for approved products or if there are alternative future uses. Amortization is calculated over the cost of the intangible asset less its residual value. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. At December 31, 2019, the Company recorded an impairment for the intangible assets relating to the discontinued operations. Refer to Note 9. |
Long-lived Assets | Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. At December 31, 2019, the Company recorded an impairment for the long-lived assets relating to the discontinued operations. |
Revenue Recognition | Revenue Recognition ASU No. 2014-09 Revenue from Contracts with Customers Topic 606. Revenue recognized under Topic 606 ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s consolidated financial instruments, including accounts payable, the carrying amounts approximate their fair values due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability including certain market assumptions and pertinent information available to management. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued liabilities approximate their fair value because of the short maturity of those instruments. The derivative liabilities are fair valued as described below. |
Valuation of Derivatives | Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date. The change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The derivative liabilities result in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market each quarter with the change in fair value recorded in the statement of operations. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. |
Related Parties | Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation There were no options outstanding as of December 31, 2020 (December 31, 2019 – Nil). |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. |
Reverse Stock Split | Reverse Stock Split All references to common shares and common share data in these consolidated financial statements and elsewhere in this Form 10-K as of December 31, 2020 and 2019, and for the years then ended, reflect the Reverse Stock Split approved by FINRA on February 17, 2021. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Property and Equipment | Depreciation of property and equipment is provided using the declining balance method for substantially all assets with estimated lives and rates as follows: Computer Equipment 30% Office Equipment 20% |
Schedule of Property and Equipment | Property and equipment as at December 31, 2020 consisted of the following: December 31, 2020 December 31, Computer and equipment 23,214 4,686 Office equipment 66,378 - 89,592 4,686 Accumulated depreciation (10,319 ) (703 ) Total 79,273 3,983 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Note Issue Interest December 31, 2020 Principal March 2, 2020 12 % $ 845,000 September 30, 2020 6 % $ 155,000 October 3, 2020 6 % $ 155,000 October 23, 2020 9 % $ 68,000 November 16, 2020 9 % $ 48,000 Total $ 1,271,000 |
Schedule of Convertible Notes Payable | The movement in convertible notes payable is as follows: Original Amount Unamortized Discount Guaranteed Interest Accrued Net Settlement Total Opening as of January 1, 2016 $ - $ - $ - $ - $ - Ending as of December 31, 2018 $ 1,339,066 $ (11,809 ) $ 58,954 $ (280,621 ) $ 1,105,590 Note Conversion: January 9, 2019 $ (1,339,066 ) $ 11,809 $ (58,954 ) $ 280,621 $ (1,105,590 ) Ending as of December 31, 2019 - - - - - Issued: March 2, 2020 (ii) 845,000 - 88,349 - $ 933,349 Issued: September 30, 2020 (ii) 155,000 (75,417 ) 2,344 - $ 81,927 Issued October 3, 2020 (ii) 155,000 (103,908 ) 2,344 - $ 53,436 Issued: October 23, 2020 (iii) 68,000 (2,433 ) 1,157 - $ 66,724 Issued: November 16, 2020 (iii) 48,000 (2,630 ) 533 - $ 45,903 Ending as of December 31,2020 $ 1,271,000 (184,388 ) 94,727 - $ 1,181,339 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Warrants Derivative Liabilities Activity | The following table summarizes the warrant derivative liabilities and convertible notes activity for the nine months ended December 31, 2020: Derivative Liabilities Derivative liabilities as at December 31, 2019 - Initial recognition of loss of derivative liabilities $ 1,739,698 Convertible notes discount 699,300 Change in fair value of warrants and notes (37,994 ) Derivative liabilities as at March 31, 2020 $ 2,401,004 Change in fair value of warrants and notes (695,022 ) Derivative liabilities as at June 30, 2020 $ 1,705,982 Change in fair value of warrants and notes 631,538 Derivative liabilities as at September 30, 2020 $ 2,292,304 Change in fair value of warrants and notes (574,966 ) Derivative liabilities as at December 31, 2020 1,717,338 |
Schedule of Warrants Issued with Assumptions | The Monte Carlo methodology was used to value the derivative components as of December 31, 2020, using the following assumptions: Warrants Notes Dividend yield - 12 % Risk-free rate for term 0.28% to 0.88 % 0.08% - 0.95 % Volatility 288.6% to 325.3 % 286.5% to 348.1 % Remaining term (Years) 4.17 0.5 Stock Price $0.090 to $0.440 $0.090 to $0.440 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Liabilities | The following table presents liabilities that are measured and recognized at fair value on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Derivatives $ - $ - $ 1,717,337 $ (1,018,037 ) Fair Value at December 31, 2020 $ - $ - $ 1,717,337 $ (1,018,037 ) Derivatives $ - $ - $ - $ - Fair Value at December 31, 2019 $ - $ - $ - $ - |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following is a summary of stock option activity: Options Weighted Weighted Average Aggregate Intrinsic Outstanding, December 31, 2018 50,000 $ 12.00 1.42 - Granted - - - - Forfeited - - - - Cancelled (50,000 ) $ 12.00 Exercised - - - - Outstanding, December 31, 2019 - - - - Exercisable, December 31, 2019 - - - - Granted - - - - Forfeited - - - - Cancelled - - - - Exercised - - - - Outstanding, December 31, 2020 - $ - - $ - Exercisable, December 31, 2020 - $ - - $ - |
Schedule of Warrant Outstanding | As at December 31, 2020, the Company had the following warrant securities outstanding: Common Stock Warrants December 31, 2018 36,667 Less: Exercised - Less: Cancelled (36,667 ) Add: Issued - December 31, 2019 - Less: Exercised - Less: Cancelled - Add: Issued 2,640,625 * December 31, 2020 2,640,625 Warrants (Note 4) 1,111,842 Exercise Price $ 0.380 Expiration Date March 2, 2025 |
Acquisition and Discontinued _2
Acquisition and Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Acquisition And Discontinued Operations | |
Schedule of Purchase Price of Business Acquisition | The purchase price of $30,000,000 was allocated as follows: Tangible assets Molds 17,500 Prepaid expenses 70,000 Total $ 87,500 Intangible asset Intellectual Property/Technology 1,028,000 Customer Base 6,806,000 Tradenames - trademarks 4,775,000 Total $ 12,609,000 Goodwill 17,303,500 Total net assets acquired $ 30,000,000 Total cash consideration paid $ 30,000,000 |
Schedule of Financial Information for Discontinued Operations | Financial information for discontinued operations for the year ended December 31, 2019 Expenses (2,409,309 ) Other income (expenses) Other income 1,556,376 Interest expense (1,388,576 ) Impairment of intangible assets (12,005,872 ) Impairment of goodwill (17,303,500 ) Write-off of tangible assets (17,500 ) Settlement of debt 32,190,939 Income before income tax provision 622,558 Benefit (provision) for income taxes - Income from discontinued operations, net of taxes 622,558 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components Deferred Tax Assets | Components of the unrealized deferred tax assets: December 31, 2020 December 31, 2019 Net deferred tax assets – Non-current: Expected income tax benefit from NOL carry-forwards 875,760 636,814 Less valuation allowance (875,760 ) (636,814 ) Deferred tax assets, net of valuation allowance $ - - |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows: December 31, 2020 December 31, 2019 $ $ Loss from continuing operations (4,124,783 ) (399,719 ) Expected income tax recovery from net loss (866,204 ) (83,941 ) Non-deductible expenses 496,375 148 Change in valuation allowance 369,829 83,793 — — |
Lease (Tables)
Lease (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease Obligations | $ Operating lease right-of-use asset – initial recognition 879,635 Amortization (157,547 ) Balance at December 31, 2020 722,088 Right of use liabilities – operating leases – initial recognition 879,635 Principal repayment (106,631 ) Balance at December 31, 2020 773,004 Current portion of right of use liabilities – operating leases 115,547 Noncurrent portion of right of use liabilities – operating leases 657,457 |
Schedule of Contractual Undiscounted Cash Flows | The following table represents the contractual undiscounted cash flows for right of use liabilities – operating leases due within twelve months of December 31, $ 2021 211,114 2022 216,392 2023 221,802 2024 227,347 2025 135,934 Total minimum lease payments 1,012,589 Less: effect of discounting (239,585 ) Present value of future minimum lease payments 773,004 Less: current portion of right of use liabilities – operating leases 115,547 Noncurrent portion of right of use liabilities – operating leases 657,457 |
Organization and Operations (De
Organization and Operations (Details Narrative) - $ / shares | Apr. 10, 2019 | Jan. 09, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Class A Common Stock [Member] | ||||
Common stock, voting rights | Class A common stock is that each share of Class B common stock has 10 votes for each share held, while the Class A common stock has a single vote per share | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Selling Shareholders [Member] | SBI Investments LLC and Old Main Capital LLC [Member] | Common Stock [Member] | ||||
Number of shares acquired during acquisition | 83,796 | |||
Stewart Garner [Member] | SBI Investments LLC and Old Main Capital LLC [Member] | Series A Preferred Stock [Member] | ||||
Number of shares acquired during acquisition | 1,000 | |||
Eric Blue [Member] | SBI Investments LLC and Old Main Capital LLC [Member] | ||||
Voting power of voting stock | 84.40% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated deficit | $ (11,030,550) | $ (6,905,767) | |
Net loss | $ (4,124,783) | $ 222,839 | |
Options/ warrants outstanding | 50,000 | ||
Number of preferred stock converted to common stock | 120,270 | ||
Convertible Note [Member] | |||
Number of preferred stock converted to common stock | 845,000 | ||
Preferred Convertible Stock [Member] | |||
Number of preferred stock converted to common stock | 125,001 | ||
Warrant [Member] | |||
Options/ warrants outstanding | 2,640,625 | ||
Warrant [Member] | Reverse Split [Member] | |||
Options/ warrants outstanding | 10,562,499 | ||
Common Stock [Member] | |||
Net loss | |||
Number of preferred stock converted to common stock | 120,270 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computer and Equipment [Member] | |
Depreciation rate | 30.00% |
Office Equipment [Member] | |
Depreciation rate | 20.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 89,592 | $ 4,686 |
Accumulated depreciation | (10,319) | (703) |
Total | 79,273 | 3,983 |
Computer and Equipment [Member] | ||
Property and equipment, gross | 23,214 | 4,686 |
Office Equipment [Member] | ||
Property and equipment, gross | $ 66,378 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Nov. 16, 2020 | Oct. 23, 2020 | Sep. 30, 2020 | Mar. 02, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 24, 2021 | Oct. 03, 2020 |
Weighted average interest rate | 10.00% | |||||||||
Debt remaining term | 7 years 2 months 1 day | |||||||||
Debt principal amount | $ 1,271,000 | |||||||||
Beneficial conversion feature on convertible preferred stock | $ 258,750 | $ 2,397,248 | ||||||||
Warrant exercise price | $ .380 | |||||||||
Loss on derivative liabilities | $ (1,739,698) | |||||||||
Subsequent Event [Member] | ||||||||||
Debt interest rate | 9.00% | |||||||||
Purchase Agreement [Member] | ||||||||||
Debt interest rate | 6.00% | 6.00% | 6.00% | |||||||
Debt principal amount | $ 310,000 | $ 310,000 | $ 310,000 | |||||||
Purchase Agreement [Member] | 12% Notes [Member] | ||||||||||
Accrued interest | 88,349 | 88,349 | ||||||||
Debt interest rate | 12.00% | |||||||||
Debt principal amount | $ 845,000 | |||||||||
Acquisition of warrant shares | 1,111,842 | |||||||||
Maturity date description | The maturity date of the 12% Notes shall be on that day that is nine (9) months after the Issue Date (the "Maturity Date") and is the date upon which the principal amount of the 12% Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable. | |||||||||
Conversion description | The "Conversion Price" per share shall be the lower of (i) $0.095 or (ii) the Variable Conversion Price (as defined below) (subject to adjustment). The "Variable Conversion Price" shall mean 70% multiplied by the Market Price (as defined below). "Market Price" means the lowest Trading Price (as defined below) for our common stock during the fifteen (15) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. | |||||||||
Debt instrument unamortized discount | $ 75,000 | |||||||||
Deferred finance costs | 20,000 | |||||||||
Orginal issue discount | $ 750,000 | 95,000 | ||||||||
Warrant exercise price | $ .38 | |||||||||
Warrant term | 5 years | |||||||||
Loss on derivative liabilities | $ 1,739,698 | |||||||||
Debt instrument guaranteed interest | $ 50,700 | |||||||||
Amortization of discount | 845,000 | |||||||||
Debt principal amount | 845,000 | |||||||||
Purchase Agreement [Member] | 6% Notes [Member] | ||||||||||
Accrued interest | 4,688 | 4,688 | ||||||||
Debt interest rate | 6.00% | 6.00% | 6.00% | 6.00% | ||||||
Debt principal amount | $ 155,000 | $ 155,000 | $ 155,000 | $ 310,000 | $ 155,000 | |||||
Maturity date description | The maturity date of the 6% Notes shall be on that day that is nine (9) months after the Issue Date (the "Maturity Date") and is the date upon which the principal amount of the 6% Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable. The notes also carry a Default Rate of 18%. | |||||||||
Conversion description | The "Conversion Price" per share shall be $0.04. | The debenture is convertible into common shares of the Company at a conversion price $0.04. The convertible debt was not considered tainted due to 2,906,250 shares of common stock held on reserve for issuance upon full conversion of this debenture. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 "Debt with Conversion and Other Options." The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $108,750 as additional paid-in capital and reduced the carrying value of the convertible note to $41,250. The carrying value will be accreted over the term of the convertible notes up to their face value of $155,000. | ||||||||
Beneficial conversion feature on convertible preferred stock | $ 172,658 | |||||||||
Debt instrument carrying value | 130,675 | |||||||||
Debt instrument unamortized discount | 5,000 | $ 5,000 | 5,000 | 179,325 | ||||||
Orginal issue discount | 5,000 | |||||||||
Purchase price of notes payable | $ 150,000 | |||||||||
Debt principal amount | 310,000 | |||||||||
Accretion expense | ||||||||||
Purchase Agreement [Member] | 9% Notes [Member] | ||||||||||
Accrued interest | 1,157 | 1,157 | ||||||||
Debt interest rate | 9.00% | |||||||||
Debt principal amount | $ 68,000 | |||||||||
Maturity date description | The maturity date of the 9% Note shall be on October 23, 2021 (the "Maturity Date") and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 18% default interest rate. | |||||||||
Conversion description | The "Conversion Price" shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company's securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). "Market Price" means the average of the three (3) lowest trading prices (as defined below) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date. | |||||||||
Debt instrument unamortized discount | 2,433 | 2,433 | ||||||||
Orginal issue discount | $ 3,000 | |||||||||
Amortization of discount | 567 | |||||||||
Debt principal amount | 68,000 | |||||||||
Purchase Agreement [Member] | 9% Notes II [Member] | ||||||||||
Accrued interest | 533 | 533 | ||||||||
Debt interest rate | 9.00% | |||||||||
Debt principal amount | $ 48,000 | |||||||||
Maturity date description | The maturity date of the 9% Note II shall be on November 16, 2021 (the "Maturity Date") and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 18% default interest rate. | |||||||||
Conversion description | The "Conversion Price" shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company's securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). "Market Price" means the average of the three (3) lowest trading prices (as defined below) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date. | |||||||||
Debt instrument unamortized discount | 2,630 | 2,630 | ||||||||
Orginal issue discount | $ 3,000 | |||||||||
Amortization of discount | 370 | |||||||||
Debt principal amount | $ 48,000 | |||||||||
Minimum [Member] | Purchase Agreement [Member] | 12% Notes [Member] | ||||||||||
Beneficial ownership percentage | 4.99% | |||||||||
Minimum [Member] | Purchase Agreement [Member] | 6% Notes [Member] | ||||||||||
Beneficial ownership percentage | 4.99% | 4.99% | 4.99% | |||||||
Maximum [Member] | Purchase Agreement [Member] | 9% Notes [Member] | ||||||||||
Beneficial ownership percentage | 4.99% | |||||||||
Maximum [Member] | Purchase Agreement [Member] | 9% Notes II [Member] | ||||||||||
Beneficial ownership percentage | 4.99% |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Notes Payable (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Principal Balance | $ 1,271,000 |
Note Payable One [Member] | |
Note Issue Date | Mar. 2, 2020 |
Interest Rate | 12.00% |
Principal Balance | $ 845,000 |
Note Payable Two [Member] | |
Note Issue Date | Sep. 30, 2020 |
Interest Rate | 6.00% |
Principal Balance | $ 155,000 |
Note Payable Three [Member] | |
Note Issue Date | Oct. 3, 2020 |
Interest Rate | 6.00% |
Principal Balance | $ 155,000 |
Note Payable Four [Member] | |
Note Issue Date | Oct. 23, 2020 |
Interest Rate | 9.00% |
Principal Balance | $ 68,000 |
Note Payable Five [Member] | |
Note Issue Date | Nov. 16, 2020 |
Interest Rate | 9.00% |
Principal Balance | $ 48,000 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | 36 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Opening Balance [Member] | |||
Convertible notes payable, Original amount | |||
Convertible notes payable, Unamortized discount | |||
Convertible notes payable, Guaranteed Interest Accrued | |||
Convertible notes payable, Net Settlement | |||
Ending Balance [Member] | |||
Convertible notes payable, Original amount | 1,271,000 | 1,339,066 | |
Convertible notes payable, Unamortized discount | (184,388) | (11,809) | |
Convertible notes payable, Guaranteed Interest Accrued | 94,727 | 58,954 | |
Convertible notes payable, Net Settlement | (280,621) | ||
Convertible notes payable | 1,181,339 | $ 1,105,590 | |
Note Conversion: January 9, 2019 [Member] | |||
Convertible notes payable, Note conversion - Original Amount | $ (1,339,066) | ||
Convertible notes payable, Note conversion - Unamortized discount | 11,809 | ||
Convertible notes payable, Note conversion - Guaranteed Interest Accrued | (58,954) | ||
Convertible notes payable, Note conversion - Net Settlement | 280,621 | ||
Convertible notes payable, Note conversion | $ (1,105,590) | ||
Issued: March 2, 2020 [Member] | |||
Convertible notes payable, Original amount | 845,000 | ||
Convertible notes payable, Unamortized discount | |||
Convertible notes payable, Guaranteed Interest Accrued | 88,349 | ||
Convertible notes payable, Net Settlement | |||
Convertible notes payable | 933,349 | ||
Issued: September 30, 2020 [Member] | |||
Convertible notes payable, Original amount | 155,000 | ||
Convertible notes payable, Unamortized discount | (75,417) | ||
Convertible notes payable, Guaranteed Interest Accrued | 2,344 | ||
Convertible notes payable, Net Settlement | |||
Convertible notes payable | 81,927 | ||
Issued: October 3, 2020 [Member] | |||
Convertible notes payable, Original amount | 155,000 | ||
Convertible notes payable, Unamortized discount | (103,908) | ||
Convertible notes payable, Guaranteed Interest Accrued | 2,344 | ||
Convertible notes payable, Net Settlement | |||
Convertible notes payable | 53,436 | ||
Issued: October 23, 2020 [Member] | |||
Convertible notes payable, Original amount | 68,000 | ||
Convertible notes payable, Unamortized discount | (2,433) | ||
Convertible notes payable, Guaranteed Interest Accrued | 1,157 | ||
Convertible notes payable, Net Settlement | |||
Convertible notes payable | 66,724 | ||
Issued: November 16, 2020 [Member] | |||
Convertible notes payable, Original amount | 48,000 | ||
Convertible notes payable, Unamortized discount | (2,630) | ||
Convertible notes payable, Guaranteed Interest Accrued | 533 | ||
Convertible notes payable, Net Settlement | |||
Convertible notes payable | $ 45,903 |
Derivative Liability - Summary
Derivative Liability - Summary of Warrants Derivative Liabilities Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Elimination of derivative liability due to debt settlement | $ 461,539 | |
Change in fair value of warrants and notes | $ 721,661 | |
Warrant Derivative Liabilities [Member] | ||
Derivative liabilities beginning | 461,539 | |
Elimination of derivative liability due to debt settlement | (461,539) | |
Initial recognition of loss of derivative liabilities | 1,739,698 | |
Convertible notes discount | 699,300 | |
Change in fair value of warrants and notes | (721,661) | |
Derivative liabilities ending | $ 1,717,337 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Warrants Issued with Assumptions (Details) | 12 Months Ended |
Dec. 31, 2020Integer$ / shares | |
Minimum [Member] | |
Stock Price | $ / shares | $ .090 |
Maximum [Member] | |
Stock Price | $ / shares | $ .440 |
Dividend Yield [Member] | |
Fair value assumptions, measurement input, percentages | 12 |
Risk-free Rate for Term [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | .08 |
Risk-free Rate for Term [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | .95 |
Volatility [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 286.5 |
Volatility [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 348.1 |
Remaining Term (Years) [Member] | |
Fair value assumptions, measurement input, term | 6 months |
Warrant Derivative Liabilities [Member] | Minimum [Member] | |
Stock Price | $ / shares | $ .090 |
Warrant Derivative Liabilities [Member] | Maximum [Member] | |
Stock Price | $ / shares | $ .440 |
Warrant Derivative Liabilities [Member] | Dividend Yield [Member] | |
Fair value assumptions, measurement input, percentages | 0 |
Warrant Derivative Liabilities [Member] | Risk-free Rate for Term [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | .28 |
Warrant Derivative Liabilities [Member] | Risk-free Rate for Term [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | .88 |
Warrant Derivative Liabilities [Member] | Volatility [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 288.6 |
Warrant Derivative Liabilities [Member] | Volatility [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 325.3 |
Warrant Derivative Liabilities [Member] | Remaining Term (Years) [Member] | |
Fair value assumptions, measurement input, term | 4 years 2 months 1 day |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value of Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Change in fair value of derivative liabilities | $ 721,661 | |
Derivative [Member] | ||
Change in fair value of derivative liabilities | (1,018,037) | |
Level 1 [Member] | ||
Change in fair value of derivative liabilities | ||
Level 1 [Member] | Derivative [Member] | ||
Change in fair value of derivative liabilities | ||
Level 2 [Member] | ||
Change in fair value of derivative liabilities | ||
Level 2 [Member] | Derivative [Member] | ||
Change in fair value of derivative liabilities | ||
Level 3 [Member] | ||
Change in fair value of derivative liabilities | 1,717,337 | |
Level 3 [Member] | Derivative [Member] | ||
Change in fair value of derivative liabilities | $ 1,717,337 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock option expenses | ||
Unamortized stock option expense | ||
Fair value of the warrants at issuance | $ 577,686 | |
Warrants expiration period | Mar. 2, 2025 | |
Warrant exercise price | $ .380 | |
Exercise price reset | $ .16 | |
Fair value of the warrants | $ 473,759 |
Stock Options and Warrants - Su
Stock Options and Warrants - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Options Outstanding, beginning balance | 50,000 | |
Options Outstanding, Granted | ||
Options Outstanding, Forfeited | ||
Options Outstanding, Cancelled | (50,000) | |
Options Outstanding, Exercised | ||
Options Outstanding, ending balance | ||
Options Outstanding, Exercisable | ||
Weighted Average Exercise Price, Options beginning balance | $ 12 | |
Weighted Average Exercise Price, Options Granted | ||
Weighted Average Exercise Price, Options Forfeited | ||
Weighted Average Exercise Price, Options Cancelled | 12 | |
Weighted Average Exercise Price, Options Exercised | ||
Weighted Average Exercise Price, Options ending balance | ||
Weighted Average Exercise Price, Options Exercisable | ||
Weighted Average Remaining Contractual Life, Options Outstanding beginning balance | 1 year 5 months 1 day | |
Weighted Average Remaining Contractual Life, Options Outstanding ending balance | 0 years | |
Weighted Average Remaining Contractual Life, Options Exercisable | 0 years | |
Aggregate Intrinsic Value, Options Outstanding | ||
Aggregate Intrinsic Value, Options Exercisable |
Stock Options and Warrants - Sc
Stock Options and Warrants - Schedule of Warrant Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Exercise Price | $ .380 | |
Expiration date | Mar. 2, 2025 | |
Common Stock Warrants [Member] | ||
Warrant outstanding, beginning balance | 36,667 | |
Less: Exercised | ||
Less: Cancelled | (36,667) | |
Add: Issued | 2,640,625 | |
Warrant outstanding, ending balance | 2,640,625 | |
Common Stock Warrants One [Member] | ||
Warrants | 1,111,842 | |
Exercise Price | $ .380 | |
Expiration date | Mar. 2, 2025 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Due from related party | $ 113,070 | |
Due to related party | $ 163,626 | 84,997 |
Contribution from CEO | 43,686 | |
Due to related party | 81,277 | |
Dividends paid by related party on behalf of the company | $ 28,073 | |
CEO [Member] | ||
Contribution from CEO | 82,642 | |
Payments made to related party | $ 85,290 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Dec. 31, 2020 | Oct. 24, 2019 | Jan. 09, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 16, 2020 | Oct. 15, 2020 | Feb. 25, 2020 | Dec. 19, 2019 | Apr. 10, 2019 | Apr. 09, 2019 |
Accrued interest | $ 825,407 | $ 825,407 | $ 825,407 | ||||||||
Authorized shares capital | 250,000,000 | 30,000,000 | 30,000,000 | 500,000,000 | |||||||
Dividends on series B preferred stock paid by related party on behalf of the company | 28,073 | ||||||||||
Dividend | $ 43,048 | $ 39,391 | |||||||||
Maximum [Member] | |||||||||||
Price per share | $ .440 | $ .440 | |||||||||
Minimum [Member] | |||||||||||
Price per share | $ .090 | $ .090 | |||||||||
Common Stock [Member] | |||||||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 187,500,000 | ||||||||
Preferred stock, shares authorized | 62,500,000 | ||||||||||
Number of shares issued | |||||||||||
Dividend | |||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||
Authorized shares capital | 30,000,000 | ||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||
Authorized shares capital | 250,000,000 | ||||||||||
SBI Investments LLC and Old Main Capital LLC [Member] | |||||||||||
Accrued interest | $ 641,565 | ||||||||||
Debt converted into shares of common stock | 549,042 | ||||||||||
Conversion Agreement [Member] | SBI Investments LLC [Member] | Promissory Note [Member] | |||||||||||
Debt instrument convertible debt | $ 549,042 | ||||||||||
Accrued interest | 641,565 | ||||||||||
Conversion Agreement [Member] | Old Main Capital, LLC [Member] | Promissory Note [Member] | |||||||||||
Debt instrument convertible debt | 556,547 | ||||||||||
Accrued interest | $ 650,094 | ||||||||||
Purchase Agreement [Member] | |||||||||||
Line of credit, maximum borrowing capacity | $ 10,000,000 | ||||||||||
Line of credit description | Notwithstanding any other terms of the Purchase Agreement, in each instance, (i) the amount that is the subject of a Put Notice (the "Investment Amount") is not more than the Maximum Put Amount (as defined below), (ii) the aggregate Investment Amount of all Put Notices shall not exceed the Maximum Commitment Amount and (iii) the Company cannot deliver consecutive Put Notices and/or consummate closings to the same Investor, meaning for the avoidance of doubt, that Put Notices delivered by the Company must alternate between Oasis and SBI. "Maximum Put Amount" means the lesser of (i) such amount that equals two hundred fifty percent (250%) of the average daily trading volume of the Common Stock and (ii) One Million Dollars ($1,000,000.00). The price paid for each share of Common Stock (the "Purchase Price") subject to a Put Notice (each, a "Put Share") shall be 85% of the Market Price (as defined below) on the date upon which the Purchase Price is calculated in accordance with the terms and conditions of the Purchase Agreement. "Market Price" means the one (1) lowest traded price of the Common Stock on the principal market for any trading day during the Valuation Period (as defined below), as reported by Bloomberg Finance L.P. or other reputable source. "Valuation Period" means the period of five (5) consecutive trading days immediately following the Clearing Date (as defined below) associated with the applicable Put Notice during which the Purchase Price of the Common Stock is valued, provided, however, that the Valuation Period shall instead begin on the Clearing Date if the respective Put Shares are received as DWAC Shares in the applicable Investor's brokerage account prior to 11:00 a.m. EST on the respective Clearing Date. | ||||||||||
Commitment fee percentage | 4.00% | ||||||||||
Class A Common Stock [Member] | |||||||||||
Common stock, shares authorized | 168,750,000 | 168,750,000 | 168,750,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Class B Common Stock [Member] | |||||||||||
Common stock, shares authorized | 4,687,500 | 4,687,500 | 18,750,000 | 18,750,000 | 18,750,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Series A Preferred Stock [Member] | |||||||||||
Preferred stock, shares authorized | 62,500,000 | 62,500,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Designated shares | 1,000 | 1,000 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Preferred stock, shares authorized | 125,181 | 125,181 | 125,181 | 125,181 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, previously designated of shares | 96,429 | 96,429 | |||||||||
Dividend declared | $ 54,366 | ||||||||||
Conversion description | The shares of the Series B preferred stock are convertible into shares of the Company's common stock equal to a forty percent (40%) discount to the lowest volume weighted average price of the Company's Common Stock during the fifteen (15) days immediately preceding the day of exercise of the conversion right. The preferred stock shall have such other rights, preferences and privileges to be set forth in a certificate of designation to be filed with the Secretary of State including Series B preferred stock are entitled to dividend preference to receive cash dividends at the rate of three percent (3.00%) of the Original Series B Issue Price per annum and no voting rights | ||||||||||
Intrinsic value of the beneficial conversion feature | $ 2,397,248 | $ 2,397,248 | |||||||||
Dividend | $ 39,391 | ||||||||||
Dividends on series B preferred stock paid by related party on behalf of the company | 28,073 | ||||||||||
Accrued dividend | 43,048 | 43,048 | $ 11,318 | ||||||||
Preferred stock redemption value | 1,752,534 | $ 1,752,534 | |||||||||
Dividend | 43,048 | ||||||||||
Dividend paid in cash | $ 0 | ||||||||||
Series B Preferred Stock [Member] | Conversion Agreement [Member] | SBI Investments LLC [Member] | |||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||
Debt converted into shares of common stock | 42,429 | ||||||||||
Series B Preferred Stock [Member] | Conversion Agreement [Member] | Old Main Capital, LLC [Member] | |||||||||||
Debt converted into shares of common stock | 54,000 | ||||||||||
Series B Preferred Stock [Member] | Purchase Agreement [Member] | Investors [Member] | |||||||||||
Number of shares issued | 28,572 | ||||||||||
Deferred financing costs | $ 400,000 | ||||||||||
Preferred Stock [Member] | |||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||
Series A Preferred Stock [Member] | |||||||||||
Preferred stock, shares authorized | 62,374,819 | 62,374,819 | 62,374,819 | 62,374,819 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, previously designated of shares | 1,000 | 1,000 | |||||||||
Voting rights | Each share of Series A Preferred Stock is entitled to 50,000 votes on all matters submitted to a vote of the Company's stockholders. In the event that such votes do not total at least 51% of all votes, then the votes cast by the holders of the Series A Preferred Stock shall be equal to 51% of all votes cast at any meeting of the Company's stockholders or any issue put to the stockholders for voting. | ||||||||||
Class A Common Stock [Member] | |||||||||||
Common stock, shares authorized | 168,750,000 | 168,750,000 | |||||||||
Class A Common Stock [Member] | SBI Investments LLC and Old Main Capital LLC [Member] | |||||||||||
Price per share | $ 335.18 | ||||||||||
Number of shares acquired during acquisition | 83,796 | ||||||||||
Series A Preferred Stock [Member] | SBI Investments LLC and Old Main Capital LLC [Member] | |||||||||||
Price per share | $ 1 | ||||||||||
Number of shares acquired during acquisition | 1,000 |
Acquisition and Discontinued _3
Acquisition and Discontinued Operations (Details Narrative) - USD ($) | May 03, 2020 | May 03, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Purchase price | $ 30,000,000 | |||
Assets and liabilities of discontinued operations | ||||
Debt principal amount | 1,271,000 | |||
Accrued interest | 825,407 | 825,407 | ||
Transaction Agreement [Member] | ||||
Transaction fee | 400,000 | |||
Transaction Agreement [Member] | P&G Secured Promissory Note [Member] | ||||
Debt principal amount | $ 9,950,000 | |||
Debt interest rate | 6.00% | |||
Debt instrument, maturity date | Sep. 13, 2019 | |||
Accrued interest | $ 150,477 | |||
Transaction Agreement [Member] | Joy and Cream Suds [Member] | ||||
Assets acquisition | 30,000,000 | |||
Purchase price | 30,000,000 | |||
Loan Agreement [Member] | PLC ECI-Master Fund [Member] | ||||
Loans payable | $ 3,000,000 | |||
Loan Agreement [Member] | PLC ECI-Master Fund [Member] | LIBOR [Member] | ||||
Debt interest rate | 12.00% | |||
Loan Agreement [Member] | Term Loan [Member] | PLC ECI-Master Fund [Member] | ||||
Debt instrument, maturity date | May 3, 2024 | |||
Loans payable | $ 22,000,000 | |||
Debt instrument, description | The Loan Agreement, the Borrowers must repay the unpaid principal amount of the loans quarterly in an amount equal to $440,000 which was to begin on September 30, 2019. | |||
Debt instrument, frequency of periodic payment | Quarterly | |||
Repayments of loans | $ 440,000 |
Acquisition and Discontinued _4
Acquisition and Discontinued Operations - Schedule of Purchase Price of Business Acquisition (Details) | May 03, 2019USD ($) |
Business Combinations [Abstract] | |
Molds | $ 17,500 |
Prepaid expenses | 70,000 |
Total tangible assets | 87,500 |
Intellectual Property/Technology | 1,028,000 |
Customer Base | 6,806,000 |
Tradenames - trademarks | 4,775,000 |
Total intangible asset | 12,609,000 |
Goodwill | 17,303,500 |
Total net assets acquired | 30,000,000 |
Total cash consideration paid | $ 30,000,000 |
Acquisition and Discontinued _5
Acquisition and Discontinued Operations - Schedule of Financial Information for Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Acquisition And Discontinued Operations | ||
Expenses | $ (2,409,309) | |
Other income | 1,556,376 | |
Interest expense | (1,388,576) | |
Impairment of intangible assets | (12,005,872) | |
Impairment of goodwill | (17,303,500) | |
Write-off of tangible assets | (17,500) | |
Settlement of debt | 32,190,939 | |
Income before income tax provision | 622,558 | |
Benefit (provision) for income taxes | ||
Income from discontinued operations, net of taxes | $ 622,558 |
Income Tax Provision (Details N
Income Tax Provision (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss forwards | $ 4,170,283 | |
Income tax description | Future taxable income through 2036 | |
Net deferred tax assets | $ 875,760 | |
Effective tax rate | 21.00% | 21.00% |
Income Tax Provision - Schedule
Income Tax Provision - Schedule of Components Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Expected income tax benefit from NOL carry-forwards | $ 875,760 | $ 636,814 |
Less valuation allowance | (875,760) | (636,814) |
Deferred tax assets, net of valuation allowance |
Income Tax Provision - Schedu_2
Income Tax Provision - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Loss from continuing operations | $ (4,124,783) | $ (399,719) |
Expected income tax recovery from net loss | (866,204) | (83,941) |
Non-deductible expenses | 496,375 | 148 |
Change in valuation allowance | 369,829 | 83,793 |
Income tax expense benefit |
Lease (Details Narrative)
Lease (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jan. 15, 2020 | |
Leases [Abstract] | ||
Lease description | The Company entered into an operating lease agreement with a scheduled commencement date on January 15, 2020 for a sixty-seven-month term, with an option to renew for a five-year term. | |
Lease renewal term | 5 years | |
Lease weighted-average-rate | 12.00% | |
Operating lease expense | $ 217,919 |
Lease - Schedule of Lease Oblig
Lease - Schedule of Lease Obligations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease right-of-use asset - initial recognition | ||
Amortization | (157,547) | |
Balance at December 31, 2020 | 722,088 | |
Right of use liabilities - operating leases - initial recognition | 879,635 | |
Principal repayment | (106,631) | |
Balance at December 31, 2020 | 773,004 | |
Current portion of right of use liabilities - operating leases | 115,547 | |
Noncurrent portion of right of use liabilities - operating leases | $ 657,457 |
Lease - Schedule of Contractual
Lease - Schedule of Contractual Undiscounted Cash Flows (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 211,114 | |
2022 | 216,392 | |
2023 | 221,802 | |
2024 | 227,347 | |
2025 | 135,934 | |
Total minimum lease payments | 1,012,589 | |
Less: effect of discounting | (239,585) | |
Present value of future minimum lease payments | 773,004 | $ 879,635 |
Less: current portion of right of use liabilities - operating leases | 115,547 | |
Noncurrent portion of right of use liabilities - operating leases | $ 657,457 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 31, 2021 | Jan. 20, 2021 | Oct. 16, 2021 | Oct. 15, 2021 | May 24, 2021 | Mar. 24, 2021 | Dec. 31, 2020 | Oct. 16, 2020 | Oct. 15, 2020 | Dec. 31, 2019 | Dec. 19, 2019 | Apr. 10, 2019 | Apr. 09, 2019 |
Debt principal amount | $ 1,271,000 | ||||||||||||
Authorized shares capital | 250,000,000 | 30,000,000 | 30,000,000 | 500,000,000 | |||||||||
Recapitalization Amendment [Member] | |||||||||||||
Authorized shares capital | 400,000,000 | 187,500,000 | |||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Designated shares | 62,500,000 | ||||||||||||
Preferred stock, previously designated of shares | 62,374,819 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Preferred stock, previously designated of shares | 125,181 | ||||||||||||
Class A Common Stock [Member] | |||||||||||||
Common stock, shares designated | 168,750,000 | 168,750,000 | |||||||||||
Class A Common Stock [Member] | Recapitalization Amendment [Member] | |||||||||||||
Common stock, shares designated | 360,000,000 | ||||||||||||
Class B Common Stock [Member] | |||||||||||||
Common stock, shares designated | 4,687,500 | 18,750,000 | 18,750,000 | 18,750,000 | |||||||||
Class B Common Stock [Member] | Recapitalization Amendment [Member] | |||||||||||||
Common stock, shares designated | 40,000,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Debt interest rate | 9.00% | ||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note Purchase Agreement [Member] | Geneva Roth Remark Holdings, Inc [Member] | |||||||||||||
Debt principal amount | $ 48,000 | ||||||||||||
Payroll cost percentage | 9.00% | ||||||||||||
Debt original issue discount | $ 3,000 | ||||||||||||
Debt maturity date | Jan. 20, 2022 | ||||||||||||
Debt default interest rate | 22.00% | ||||||||||||
Debt instrument description | Under the terms of the 9% Note III, the Note Purchaser shall have the right at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the 9% Note III and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the default amount, to convert (a "Conversion") all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 9% Note III, and any other amounts owed under the 9% Note III, into shares at the Conversion Price; provided, however, that in no event shall the Note Purchaser be entitled to convert any portion of any of the 9% Note III in excess of that portion of the 9% Note III upon conversion of which the sum of (a) the number of shares owned by the Note Purchaser and its affiliates and (b) the number of shares issuable upon the conversion of the portion of the 9% Note III with respect to which the determination of this provision is being made, would result in beneficial ownership by the Note Purchaser and its affiliates of more than the Maximum Share Amount. The "Conversion Price" shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company's securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 65% multiplied by the Market Price (representing a discount rate of 35%). "Market Price" means the average of the three (3) lowest trading prices for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date. | ||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note Purchase Agreement [Member] | Geneva Roth Remark Holdings, Inc [Member] | Maximum [Member] | |||||||||||||
Beneficial ownership percentage | 4.99% | ||||||||||||
Subsequent Event [Member] | Small Business Administration Loans [Member] | |||||||||||||
Loan amount | $ 723,743 | ||||||||||||
Debt principal amount | $ 150,000 | ||||||||||||
Payroll cost percentage | 60.00% | ||||||||||||
Debt interest rate | 1.00% | ||||||||||||
Principal and interest amount | $ 731 |