Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 20, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | OZOP ENERGY SOLUTIONS, INC. | |
Entity Central Index Key | 0001679817 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,263,811,170 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 1,706,257 | $ 27,382 |
Prepaid assets | 15,826 | 12,715 |
Accounts receivable | 60,699 | 19,774 |
Inventory | 172,180 | 971,813 |
Total Current Assets | 1,954,962 | 1,031,684 |
Operating lease right-of-use asset, net | 167,500 | |
Property and equipment, net | 35,560 | 15,199 |
Goodwill | 11,396,096 | |
License Rights, net of accumulated amortization | 140,624 | |
TOTAL ASSETS | 13,694,742 | 1,046,883 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,513,704 | 1,043,179 |
Related party liabilities | 10,308 | 27,909 |
Convertible notes payable, net of discounts | 861,507 | |
Current portion of notes payable, net of discounts | 1,025,962 | 524,406 |
Customer deposits | 104,460 | 684,822 |
Deferred liability | 750,000 | |
Derivative liabilities | 2,250,953 | |
Operating lease liability, current portion | 73,945 | |
Total Current Liabilities | 6,590,839 | 2,280,316 |
Long Term Liabilities | ||
Note payable, net of discount net of current portion | 290,140 | |
Operating lease liability, net of current portion | 93,555 | |
TOTAL LIABILITIES | 6,974,534 | 2,280,316 |
Stockholders' Equity (Deficit) | ||
Preferred stock (10,000,000 shares authorized, par value $0.001) | ||
Common stock (4,990,000,000 shares authorized par value $0.001; 3,140,453,186 (2020) and -0- (2019) shares issued and outstanding) | 3,140,453 | |
Additional paid in capital | 11,752,789 | 76,922 |
Accumulated Deficit | (8,173,908) | (1,310,422) |
Accumulated comprehensive gain | (7) | |
Total Stockholders' Equity (Deficit) | 6,720,208 | (1,233,433) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 13,694,742 | 1,046,883 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred stock (10,000,000 shares authorized, par value $0.001) | 50 | 48 |
Series D Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred stock (10,000,000 shares authorized, par value $0.001) | 20 | 19 |
Series E Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred stock (10,000,000 shares authorized, par value $0.001) | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 4,990,000,000 | 4,990,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 3,140,453,186 | 0 |
Common stock, shares outstanding | 3,140,453,186 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 50,000 | 47,500 |
Preferred stock, shares outstanding | 50,000 | 47,500 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 20,000 | 18,667 |
Preferred stock, shares outstanding | 20,000 | 18,667 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,500 | 2,500 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,000 | 500 |
Preferred stock, shares outstanding | 1,000 | 500 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 246,951 | $ 176,582 | $ 0 | $ 416,778 |
Cost of goods sold | 271,510 | 133,267 | 1,366,672 | 432,664 |
Gross profit (loss) | (24,559) | 43,315 | 126,920 | (15,886) |
Operating expenses: | ||||
General and administrative, related parties | 4,415,919 | 4,415,919 | ||
General and administrative, other | 414,722 | 101,820 | 735,564 | 314,433 |
Total operating expenses | 4,830,641 | 101,820 | 5,151,483 | 314,433 |
Loss from operations | (4,855,200) | (58,505) | (5,024,563) | (330,319) |
Other (income) expenses: | ||||
Interest expense | 1,531,256 | 12,203 | 1,661,308 | 41,656 |
Loss on change in fair value of derivatives | 189,612 | 189,612 | ||
Gain on extinguishment of debt | (12,807) | (12,807) | ||
Total Other Expenses | 1,708,061 | 12,203 | 1,838,113 | 41,656 |
Loss before income taxes | (6,563,262) | (70,708) | (6,862,676) | (371,975) |
Income tax provision | ||||
Net loss | (6,563,262) | (70,708) | (6,862,676) | (371,975) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | (7) | (7) | ||
Comprehensive loss | $ (6,563,269) | $ (70,708) | $ (6,862,683) | $ (371,975) |
Loss per share basic and fully diluted | $ 0 | $ (0.01) | ||
Weighted average shares outstanding Basic and diluted | 2,667,510,771 | 1,045,384,629 |
Consolidated Statement of Chang
Consolidated Statement of Changes In Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Accumulated Comprehensive Income [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 48 | $ 19 | $ 1 | $ 76,922 | $ (738,827) | $ (661,839) | ||
Beginning balance, shares at Dec. 31, 2018 | 47,500 | 18,667 | 500 | |||||
Net Loss | (176,122) | (176,122) | ||||||
Beginning balance at Mar. 31, 2019 | $ 48 | $ 19 | $ 1 | 76,922 | (914,949) | (837,961) | ||
Beginning balance, shares at Mar. 31, 2019 | 47,500 | 18,667 | 500 | |||||
Beginning balance at Dec. 31, 2018 | $ 48 | $ 19 | $ 1 | 76,922 | (738,827) | (661,839) | ||
Beginning balance, shares at Dec. 31, 2018 | 47,500 | 18,667 | 500 | |||||
Net Loss | (371,975) | |||||||
Beginning balance at Sep. 30, 2019 | $ 48 | $ 19 | $ 1 | 76,922 | (1,110,802) | (1,033,814) | ||
Beginning balance, shares at Sep. 30, 2019 | 47,500 | 18,667 | 500 | |||||
Beginning balance at Mar. 31, 2019 | $ 48 | $ 19 | $ 1 | 76,922 | (914,949) | (837,961) | ||
Beginning balance, shares at Mar. 31, 2019 | 47,500 | 18,667 | 500 | |||||
Net Loss | (125,145) | (125,145) | ||||||
Beginning balance at Jun. 30, 2019 | $ 48 | $ 19 | $ 1 | 76,922 | (1,040,094) | (963,106) | ||
Beginning balance, shares at Jun. 30, 2019 | 47,500 | 18,667 | 500 | |||||
Net Loss | (70,708) | (70,708) | ||||||
Beginning balance at Sep. 30, 2019 | $ 48 | $ 19 | $ 1 | 76,922 | (1,110,802) | (1,033,814) | ||
Beginning balance, shares at Sep. 30, 2019 | 47,500 | 18,667 | 500 | |||||
Beginning balance at Dec. 31, 2019 | $ 48 | $ 19 | $ 1 | 76,922 | (1,310,422) | (1,233,433) | ||
Beginning balance, shares at Dec. 31, 2019 | 47,500 | 18,667 | 500 | |||||
Net Loss | 87,549 | 87,549 | ||||||
Beginning balance at Mar. 31, 2020 | $ 48 | $ 19 | $ 1 | 76,922 | (1,222,873) | (1,145,886) | ||
Beginning balance, shares at Mar. 31, 2020 | 47,500 | 18,667 | 500 | |||||
Beginning balance at Dec. 31, 2019 | $ 48 | $ 19 | $ 1 | 76,922 | (1,310,422) | (1,233,433) | ||
Beginning balance, shares at Dec. 31, 2019 | 47,500 | 18,667 | 500 | |||||
Net Loss | (6,862,676) | |||||||
Beginning balance at Sep. 30, 2020 | $ 3,140,453 | $ 50 | $ 20 | $ 1 | (7) | 11,752,789 | (8,173,098) | 6,720,208 |
Beginning balance, shares at Sep. 30, 2020 | 3,140,453,186 | 50,000 | 20,000 | 1,000 | ||||
Beginning balance at Mar. 31, 2020 | $ 48 | $ 19 | $ 1 | 76,922 | (1,222,873) | (1,145,886) | ||
Beginning balance, shares at Mar. 31, 2020 | 47,500 | 18,667 | 500 | |||||
Net Loss | (1,014) | (1,014) | ||||||
Beginning balance at Jun. 30, 2020 | $ 48 | $ 19 | $ 1 | 76,922 | (1,223,887) | (1,146,898) | ||
Beginning balance, shares at Jun. 30, 2020 | 47,500 | 18,667 | 500 | |||||
Reverse merger transaction | $ 1,851,931 | (1,033,489) | 818,442 | |||||
Reverse merger transaction, shares | 1,851,930,729 | |||||||
Shares issued for conversions of note and interest payable | $ 1,181,994 | 7,997,730 | 9,179,724 | |||||
Shares issued for conversions of note and interest payable, shares | 1,181,993,984 | |||||||
Shares issued upon cashless exercise of warrants | $ 106,528 | (106,528) | ||||||
Shares issued upon cashless exercise of warrants, shares | 106,528,473 | |||||||
Warrants issued in connection with issuance of debt | 531,507 | 531,507 | ||||||
Shares issued pursuant to CEO contract | $ 3 | $ 1 | $ 1 | 4,286,648 | 4,286,652 | |||
Shares issued pursuant to CEO contract, shares | 2,500 | 1,333 | 500 | |||||
Foreign currency translation adjustment | (7) | (7) | ||||||
Net Loss | (6,949,211) | (6,563,262) | ||||||
Beginning balance at Sep. 30, 2020 | $ 3,140,453 | $ 50 | $ 20 | $ 1 | $ (7) | $ 11,752,789 | $ (8,173,098) | $ 6,720,208 |
Beginning balance, shares at Sep. 30, 2020 | 3,140,453,186 | 50,000 | 20,000 | 1,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (6,862,676) | $ (371,975) |
Adjustments to reconcile net loss to net cash used in operations | ||
Non-cash interest expense | 1,413,096 | |
Amortization and depreciation | 34,839 | 5,445 |
Loss on fair value change of derivatives | (189,612) | |
Gain on extinguishment of debt | 12,807 | |
Stock compensation expense | 4,286,648 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (40,925) | (54,886) |
Inventory | 799,633 | (471,857) |
Prepaid expenses | (945) | (13,501) |
Accounts payable and accrued expenses | (96,260) | 380,849 |
Related party liabilities | 9,458 | |
Operating lease liabilities | (17,638) | |
Customer deposits | (580,362) | 489,663 |
Net cash used in operating activities | (878,327) | (36,262) |
Cash flows from investing activities: | ||
Cash acquired in acquisition | 470,849 | |
Advance from affiliate | 400,000 | |
Purchase of office and computer equipment | (16,233) | (3,142) |
Proceeds received on deferred liability | 750,000 | |
Proceeds from shareholders | 42,420 | 110,000 |
Payments to shareholders | (69,470) | (99,891) |
Net cash provided by investing activities | 1,577,566 | 6,967 |
Cash flows from financing activities: | ||
Proceeds from issuances of convertible notes payable | 289,000 | |
Proceeds from issuances of notes payable | 663,000 | |
Proceeds from Payroll Protection Program | 100,400 | |
Proceeds from Economic Disaster Loan | 10,000 | |
Payments of principal of convertible note payable and notes payable | (82,757) | (10,193) |
Net cash provided by (used in) financing activities | 979,643 | (10,193) |
Effects of exchange rate on cash | (7) | |
Net increase (decrease) in cash | 1,678,875 | (39,488) |
Cash, Beginning of period | 27,382 | 47,554 |
Cash, End of period | 1,706,257 | 8,066 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 120,857 | 41,656 |
Cash paid for income taxes | ||
Schedule of non-cash Investing or Financing Activity: | ||
Original issue discount included in convertible notes payable | 433,583 | |
Issuance of common stock upon convertible note and accrued interest conversion | 1,845,357 | |
Operating lease right-of-use assets and liabilities | 185,139 | |
Acquisition of Ozop Surgical Corp | ||
Fair value of equity consideration in acquisition | 818,444 | |
Liabilities assumed | 11,612,618 | |
Assets acquired | (759,068) | |
Goodwill | (11,201,145) | |
Cash acquired | $ 470,849 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE 1 - ORGANIZATION Business Ozop Energy Solutions, Inc. (the” Company,” “we,” “us” or “our”) was originally incorporated as Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada. On October 29, 2020, the Company formed a new wholly owned subsidiary, Ozop Surgical Name Change Subsidiary, Inc., a Nevada corporation (“Merger Sub”). The Merger Sub was formed under the Nevada Revised Statutes for the sole purpose and effect of changing the Company’s name to “Ozop Energy Solutions, Inc.” That same day the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Merger Sub and filed Articles of Merger (the “Articles of Merger”) with the Nevada Secretary of State, merging the Merger Sub into the Company, which were stamped effective as of November 3, 2020. As permitted by the Section 92.A.180 of the Nevada Revised Statutes, the sole purpose and effect of the filing of Articles of Merger was to change the name of the Company to “Ozop Energy Solutions, Inc.” Stock Purchase Agreement On July 10, 2020, the Company entered into a Stock Purchase Agreement (the “SPA”) with Power Conversion Technologies, Inc., a Pennsylvania corporation (“PCTI”), and Catherine Chis (“Chis”), PCTI’s Chief Executive Officer (“CEO”) and its sole shareholder. Under the terms of the SPA, the Company acquired one thousand (1,000) shares of PCTI, which represents all of the outstanding shares of PCTI, from Chis in exchange for the issuance of 47,500 shares of the Company’s Series C Preferred Stock, 18,667 shares of the Company’s Series D Preferred Stock, and 500 shares of the Company’s Series E Preferred Stock to Chis. The Acquisition is being accounted for as a business combination and was treated as a reverse acquisition for accounting purposes with PCTI as the accounting acquirer in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). In accordance with the accounting treatment for a reverse acquisition, the Company’s historical financial statements prior to the reverse merger were and will be replaced with the historical financial statements of PCTI prior to the reverse merger, in all future filings with the U.S. Securities and Exchange Commission (the “SEC”). The consolidated financial statements after completion of the reverse merger have and will include the assets, liabilities and results of operations of the combined company from and after the closing date of the reverse merger. PCTI designs, develops, manufactures and distributes standard and custom power electronic solutions. PCTI serves clients in several industries including energy storage, shore power, DEWs, microgrid, telecommunications, military, transportation, renewable energy, aerospace and mission critical defense systems. Customers include the United States military, other global military organizations and many of the world’s largest industrial manufacturers. All of its products are manufactured in the United States. Because of the Company’s product scope and the high-power niche that their products occupy, the Company is aggressively targeting the rapidly growing renewable and energy storage markets. The Company’s mission is to be a global leader for high power electronics with a standard of continued innovation. The Company utilized the Option Pricing Method (the “OPM”) to value the transaction. The OPM method treats all equity linked instruments as call options on the enterprise value, with exercise prices and liquidation preferences based on the terms of the various common, preferred, options, warrants, and convertible debt. Under this method, the common stock only has value if the funds available for distribution to the shareholders exceed the liquidation preferences of the preferred stock and face value of the convertible debt. The timing of a liquidity event is required to utilize this method. The OPM considers the various terms of the stockholder agreements—including the level of seniority among the securities, dividend policy, conversion ratios, and cash allocations—upon liquidation of the enterprise. In addition, the method implicitly considers the effect of the liquidation preference as of the future liquidation date, not as of the valuation date. A feature of the OPM is that it explicitly recognizes the option-like payoffs of the various share classes utilizing information in the underlying asset (that is, estimated volatility) and the risk-free rate to adjust for risk by adjusting the probabilities of future payoffs. The following table summarizes the preliminary value of the consideration issued and the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the transaction . The company preliminarily recorded the excess as goodwill and will analyze within the measurement period if there should be an allocation to identifiable intangible assets Purchase Price Allocation Fair value of OZOP equity consideration issued $ 818,444 Assets acquired $ 1,229,917 Goodwill 11,201,145 Liabilities assumed (11,612,618 ) $ 818,444 Included in the Unaudited Condensed Consolidated Statements of Comprehensive Loss for the nine months ended September 30, 2020, are the results of Ozop, the accounting acquiree, of revenues of $-0- and a loss before income taxes of $6,228,022.The following table provides unaudited pro forma results of operations for the nine months ended September 30, 2020, and 2019, as if the acquisition had been consummated as of the beginning of that period presented. The pro forma results include the effect of certain purchase accounting adjustments, such as the estimated changes in depreciation and amortization expense on the acquired intangible assets. However, pro forma results do not include any anticipated cost savings (if any) of the combined companies. Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the date indicated, or which may occur in the future. Unaudited pro forma results nine months ended September 30, 2020 Unaudited pro forma results nine months ended September 30, 2019 Revenues $ 1,493,592 $ 501,931 Loss before income taxes (40,027,669 ) (4,809,301 ) Basic and fully diluted loss per share $ (0.02 ) $ (0.14 ) Corporate History OZOP was originally incorporated in Switzerland on November 28, 1998 under the name Perma Consultants Holding AG (“Perma”). On July 19, 2016, Mr. Eric Siu (“Siu”), a former director purchased 100% of the outstanding capital stock of Perma and changed the name from Perma to Ozop Surgical AG (“Ozop AG”). On February 1, 2018, Ozop AG was re-domiciled as a Delaware corporation and changed its name to Ozop Surgical, Inc. On July 28, 2016, Ozop formed as the sole member, Ozop Surgical, LLC (“Ozop LLC”), a Wyoming limited liability company. On October 28, 2016, Ozop acquired 100% of Ozop Surgical Limited (“Ozop HK”), from Siu, the sole shareholder of Ozop HK. Ozop HK, is a private limited company incorporated in Hong Kong. |
Going Concern and Management's
Going Concern and Management's Plans | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management's Plans | NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2020, the Company had an accumulated deficit of $8,173,098 and a working capital deficit of $4,635,877. In addition, the Company has generated losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. In December 2019, a novel strain of coronavirus COVID-19 pandemic COVID-19 outbreak Management’s Plans As a public company, management believes it will be able to access the public equities market for fund raising for product development and regulatory approvals, sales and marketing and as we expand our distribution in the US market, we will need to meet increasing inventory requirements. On July 10, 2020, the Company entered into the SPA with PCTI, and Chis, PCTI’s CEO and its sole shareholder (see Note 1). This transaction takes PCTI public, and allows us to drive future investments into the energy storage market, which Forbes estimates The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Pronouncements | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2020, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2020, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Current Report on Form 8-K/A filed on September 25, 2020, which includes the historical financial information of PCTI. The unaudited condensed consolidated financial statements include the accounts of the Company and PCTI and the Company’s other wholly owned subsidiaries Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”). All intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Companies The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits Sales Concentration and credit risk Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three and nine months ended September 30, 2020, and 2019, and their accounts receivable balance as of September 30, 2020: Sales % Three Months Ended September 30, 2020 Sales % Three Months Ended September 30, 2019 Sales % Nine Months Ended September 30, 2020 Sales % Nine Months Ended 2019 Accounts receivable balance September 30, 2020 Customer A 29 % - % 60 % - % $ - Customer B 19 % - % 14 % - % - Customer C 23 % - % - % - % 34,011 Customer D 12 % - % - % - % - Customer E - % 29 % - % 12 % - Customer F - % 16 % - % - % - Customer G - % 12 % - % - % - Customer H - % - % - % 31 % - Customer I - % 14 % - % - % - As disclosed in the above table, PCTI, historically does not have year to year many recurring clients as the Company produces capital equipment for its’ customers. Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. Inventory Inventories are valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs include material, labor and manufacturing overhead. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including known trends, market conditions, currency exchange rates and other such issues. The components of inventories at September 30, 2020, and December 31, 2019, are as follows: 2020 2019 Raw materials $ 116,953 $ 116,329 Work in process 45,585 845,218 Finished goods 9,643 10,266 $ 172,181 $ 971,813 Purchase concentration The principal purchases by the Company is comprised of parts and raw materials that the Company assembles and manufactures and sells to its customers. Following is a summary of suppliers who accounted for more than ten percent (10%) of the Company’s purchases for the three and nine months ended September 30, 2020, and 2019: Purchase % Three Months Ended September 30, 2020 Purchase % Three Months Ended September 30, 2019 Purchase % Nine Months Ended September 30, 2020 Purchase % Nine Months Ended 2019 Supplier A 11 % - % - % - % Supplier B 15 % - % 10 % - % Supplier C 18 % - % - % - % Supplier D - % 17 % - % - % Supplier E - % 14 % - % - % Supplier F - % - % 15 % - % Supplier G - % - % 26 % - % Suppliers to the Company vary from period to period dependent upon our customer’s order specifications. In any specific reporting period, we may be relying on certain vendors, however these vendors will vary dependent on the parts and materials needed. The Company believes its relationships with all of the above vendors is good, and we are not reliant on any particular vendor for future needs. Property, plant and equipment Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows: September 30, 2020 December 31, 2019 Office equipment $ 113,025 $ 78,851 Less: Accumulated Depreciation (77,465 ) (63,642 ) Property and Equipment, Net $ 35,560 $ 15,199 Depreciation expense was $3,562 and $6,784 for the three and nine months ended September 30, 2020, respectively, and $1,815 and $5,445 for the three and nine months ended September 30, 2019, respectively. Intangible Assets Intangible assets primarily represent purchased patent and license rights. The Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life using the straight-line method. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the three and nine months ended September 30, 2020, the Company recorded amortization expense of $10,417. In accordance with ASC 350, “Intangibles—Goodwill and Other,” Goodwill Goodwill is measured as the excess of consideration transferred and the net of the acquisition date fair value of assets acquired, and liabilities assumed in a business acquisition. The Company reviews the goodwill allocated to each of our reporting units for possible impairment annually and whenever events or changes in circumstances indicate carrying amount may not be recoverable. When assessing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its’ carrying amount. Goodwill is tested annually for impairment on January 1, and at any time upon occurrence of certain events or changes in circumstances. The carrying amount of each reporting unit is determined based upon the assignment of our assets and liabilities, including existing goodwill and other intangible assets, to the identified reporting units. Where an acquisition benefits only one reporting unit, the Company allocates, as of the acquisition date, all goodwill for that acquisition to the reporting unit that will benefit. Where the Company has had an acquisition that benefited more than one reporting unit, The Company has assigned the goodwill to our reporting units as of the acquisition date such that the goodwill assigned to a reporting unit is the excess of the fair value of the acquired business, or portion thereof, to be included in that reporting unit over the fair value of the individual assets acquired and liabilities assumed that are assigned to the reporting unit. The transaction with PCTI resulted in recognizing goodwill of $11,201,145 (see Note 1). Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. Under ASC 606, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. Other than The Company has no outstanding contracts with any of its’ customers. The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and is based on the applicable shipping terms. For contracts with customers, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon shipment of a product to the customer or receipt of the product by the customer and without significant judgments. Advance payments are typically required for commercial customers and are recorded as current liability until revenue is recognized. Advance payments are not required for government customers. The majority of contracts typically require payment within 30 to 60 days after transfer of ownership to the customer. For the periods covered herein, we did not have post shipment obligations such as training or installation, customer acceptance provisions, credits and discounts, rebates and price protection, or other similar privileges. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the three and nine months ended September 30, 2020, and 2019. Advertising and Marketing Expenses The Company expenses advertising and marketing costs as incurred. For the nine months ended September 30, 2020, and 2019, the Company recorded $47,325 and $232, respectively, of advertising and marketing expenses. Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the three and nine months ended September 30, 2020, and 2019, the Company did not record any research and development expenses. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of September 30, 2020, for each fair value hierarchy level: September 30, 2020 Derivative Total Level I $ - $ - Level II $ - $ - Level III $ 2,250,953 $ 2,250,953 Leases Effective July 10, 2020, the Company began accounting for leases under ASU 2016-02 (see Note 14), applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. We allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate of 7.5%, based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized pursuant to on a straight-line basis over the lease term and is included in rent in the condensed consolidated statements of operations. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. Foreign Currency Translation The accounts of the Company’s Hong Kong subsidiary are maintained in Hong Kong dollars and the accounts of the U.S. companies are maintained in USD. The accounts of the Hong Kong subsidiary were translated into USD in accordance with Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters. According to Topic 830, all assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and statement of comprehensive income items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the foreign currency transactions are reflected in the statements of comprehensive income. Relevant exchange rates used in the preparation of the consolidated financial statements are as follows for the period ended September 30, 2020, (Hong Kong dollar per one U.S. dollar): September 30, 2020 Balance sheet date .1290 Average rate for statements of operations and comprehensive loss .1289 Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of September 30, 2020, and 2019, the Company’s dilutive securities are convertible into approximately 9,744,058,757 shares of common stock. There were no dilutive securities as of September 30, 2019. This amount is not included in the computation of dilutive loss per share because their impact is antidilutive. The following table represents the classes of dilutive securities as of September 30, 2020: September 30, 2020 Common stock to be issued 1,350 Convertible preferred stock 9,421,359,558 Convertible notes payable 322,697,849 9,744,058,75 Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2018. In January 2017, the FASB issued ASU No. 217-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. The amendments simplify the subsequent measurement of goodwill and eliminate the two-step goodwill impairment test. The Company will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value. If fair value exceeds the carrying amount, no impairment should be recorded. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Impairment losses on goodwill cannot be reversed once recognized. Other than the above there have no recent accounting pronouncements or changes in accounting pronouncements during the period ended September 30, 2020, that are of significance or potential significance to the Company. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 4 – INTANGIBLE ASSETS Patents as of September 30, 2020, consist of the following: September 30, 2020 Patents and license rights $ 151,041 Accumulated amortization (10,417 ) Net carrying amount $ 140,624 Amortization expense for the three and nine months ended September 30, 2020, was $10,417. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 5 - CONVERTIBLE NOTES PAYABLE Since the transaction with PCTI is being accounted for as a business combination and was treated as a reverse acquisition for accounting purposes with PCTI as the accounting acquirer in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). In accordance with the accounting treatment for a reverse acquisition, the Company’s historical financial statements prior to the reverse merger were and will be replaced with the historical financial statements of PCTI prior to the reverse merger. The consolidated financial statements after completion of the reverse merger have and will include the assets, liabilities and results of operations of the combined company from and after the closing date of the reverse merger. Accordingly, as of July 10, 2020, PCTI assumed the liabilities of the Company, including the convertible note balances. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due 15% convertible note issued by the Company on August 18, 2017, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement, dated February 18, 2020. This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for the thirty prior trading days including the day upon which a notice of conversion is received. As of September 30, 2020, and July 10, 2020, the outstanding principal balance of assigned note was $2,086. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due 15% convertible note issued by the Company on September 13, 2017. As of September 30, 2020, and July 10, 2020, the outstanding principal balance of this note was $25,000. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible note issued by the Company on February 26, 2020, pursuant to a Securities Purchase Agreement. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. In conjunction with this note, the Company issued a warrant to purchase 2,212,500 shares of common stock at an exercise price of $0.03, subject to adjustments and expiring on the five-year anniversary of the Issuance Date. As of July 10, 2020, the outstanding principal balance of this note was $132,750 with a carrying value of $66,176, net of unamortized discounts of $66,574. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $66,574 was charged to interest expense. For the period from July 11, 2020 to September 30, 2020, the investor converted a total of $132,750 of the face value and $7,943 of accrued interest into 83,214,457 shares of common stock at an average conversion price of $0.0017. As of September 30, 2020, the outstanding principal balance of this note was $-0-. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible note issued by the Company on February 26, 2020, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement, dated March 3, 2020 with a maturity date of February 26, 2021. This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. As of July 10, 2020, the outstanding principal balance of assigned note was $798,750. For the period from July 11, 2020 to September 30, 2020, the investor converted a total of $798,750 of the face value and $147,549 of accrued interest into 496,756,528 shares of common stock at an average conversion price of $0.0019. As of September 30, 2020, the outstanding principal balance of this note was $-0-. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible note issued by the Company on August 21, 2019, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement, with a maturity date of August 21, 2020. This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. As of July 10, 2020, the outstanding principal balance of assigned note was $155,632. For the period from July 11, 2020 to September 30, 2020, the investor converted a total of $155,632 of the face value and $48,306 of accrued interest into 219,963,737 shares of common stock at an average conversion price of $0.0009. As of September 30, 2020, the outstanding principal balance of this note was $-0-. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on March 9, 2020, (the “Issuance Date”) to an investor. This note matures 6 months after the Issuance Date. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $.25 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.25 or 50% of the lowest trading price for the thirty trading days prior to the conversion. As of July 10, 2020, the outstanding principal balance of this note was $80,000 with a carrying value of $53,333, net of unamortized discounts of $26,667. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $26,667 was charged to interest expense. As of September 30, 2020, the outstanding principal balance and carrying value of this note was $80,000. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due 22% convertible note issued by the Company on December 5, 2018, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement on April 17, 2020. This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. As of July 10, 2020, the outstanding principal balance of assigned note was $352,695. For the period from July 11, 2020 to September 30, 2020, the investor converted a total of $352,695 of the face value and $89,295 of accrued interest into 273,028,909 shares of common stock at an average conversion price of $0.0016. As of September 30, 2020, the outstanding principal balance of this note was $-0-. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due 22% convertible note issued by the Company on October 19, 2018, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement on April 24, 2020. This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. As of September 30, 2020, and July 10, 2020, the outstanding principal balance of assigned note was $67. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 15% convertible promissory note issued by the Company on April 27, 2020, (the “Issuance Date”) to an investor. This note matures on April 27, 2021 and is convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which a conversion notice is received by the Company. As of July 10, 2020, the outstanding principal balance of this note was $60,000 with a carrying value of $11,500, net of unamortized discounts of $48,500. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $13,500 was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note is $60,000 with a carrying value of $25,000, net of unamortized discounts of $35,000. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a convertible note issued by the Company on August 23, 2019, with a maturity date of May 23, 2020, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement on April 28, 2020. This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. As of September 30, 2020, and July 10, 2020, the outstanding principal balance of assigned note was $14,831. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on April 28, 2020, (the “Issuance Date”) to an investor. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 58% multiplied by the lowest closing bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. As of July 10, 2020, the outstanding principal balance of this note was $53,000 with a carrying value of $10,158, net of unamortized discounts of $42,842. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $11,925 was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note is $53,000 with a carrying value of $22,083, net of unamortized discounts of $30,917. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on May 4, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lower of $0.50 or 58% multiplied by the average of the two lowest closing trading price or bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. In conjunction with this note, the Company issued a warrant to purchase 3,666,666 shares of common stock at an exercise price of $0.015, subject to adjustments and expiring on the five-year anniversary of the Issuance Date. As of July 10, 2020, the outstanding principal balance of this note was $110,000 with a carrying value of $18,860, net of unamortized discounts of $91,140. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $25,369 was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note is $110,000 with a carrying value of $44,229, net of unamortized discounts of $65,771. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on May 5, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement. This note matures 6 months after the Issuance Date. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $03 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.03 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. As of July 10, 2020, the outstanding principal balance of this note was $162,000 with a carrying value of $62,100, net of unamortized discounts of $99,900. In conjunction with this note, the Company issued a warrant to purchase 4,325,000 shares of common stock at an exercise price of $0.02, subject to adjustments and expiring on the five-year anniversary of the Issuance Date. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $72,900 was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note is $162,000 with a carrying value of $135,000, net of unamortized discounts of $27,000. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on May 7, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement. This note matures on May 7, 2021 and is convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which a conversion notice is received by the Company. As of July 10, 2020, the outstanding principal balance of this note was $30,000 with a carrying value of $5,000, net of unamortized discounts of $25,000. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $6,875 was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note is $30,000 with a carrying value of $11,875, net of unamortized discounts of $18,125. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a convertible note issued by the Company on January 8, 2020, with a maturity date of January 8, 2021, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement on May 15, 2020. This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. As of July 10, 2020, the outstanding principal balance of assigned note was $115,500, with a carrying value of $56,306, net of unamortized discounts of $59,194. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $59,194 was charged to interest expense. For the period from July 11, 2020 to September 30, 2020, the investor converted a total of $115,067 of the face value and $2,408 of accrued interest and fees into 88,500,000 shares of common stock at an average conversion price of $0.00133. As of September 30, 2020, the outstanding principal balance of this note is $433. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a convertible note issued by the Company on November 27, 2019, with a maturity date of November 27, 2020, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement on May 15, 2020. This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. As of September 30, 2020, and July 10, 2020, the outstanding principal balance of assigned note was $296. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 15% convertible promissory note issued by the Company on May 28, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement. This note matures on May 28, 2021 and is convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which a conversion notice is received by the Company. As of July 10, 2020, the outstanding principal balance of this note was $30,000 with a carrying value of $3,250, net of unamortized discounts of $26,750. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $6,750 was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note is $30,000 with a carrying value of $10,000, net of unamortized discounts of $20,000. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due convertible note issued by the Company on May 29, 2019, with a maturity date of May 29, 2020, and purchased by an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement on May 28, 2020. This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. As of July 10, 2020, the outstanding principal balance of assigned note was $31,043. For the period from July 11, 2020 to September 30, 2020, the investor converted a total of $31,043 of the face value and $53,337 of accrued interest and fees into 86,262,262 shares of common stock at an average conversion price of $0.001. As of September 30, 2020, the note balance is $-0-. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on June 1, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement. This note matures 6 months after the Issuance Date. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.025 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. As of July 10, 2020, the outstanding principal balance of this note was $127,500 with a carrying value of $27,625, net of unamortized discounts of $99,875. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $57,375 was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note is $127,500 with a carrying value of $85,000, net of unamortized discounts of $42,500. In conjunction with this note, the Company issued a warrant to purchase 6,375,000 shares of common stock at an exercise price of $0.02, subject to adjustments and expiring on the five-year anniversary of the Issuance Date. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 12% convertible promissory note issued by the Company on June 11, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 58% multiplied by the lowest closing bid price during the twenty- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. As of July 10, 2020, the outstanding principal balance of this note was $53,000 with a carrying value of $4,417, net of unamortized discounts of $48,583. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $11,792 was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note is $53,000 with a carrying value of $16,209, net of unamortized discounts of $36,791. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 15% convertible promissory note issued by the Company on June 30, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement. This note matures 6 months after the Issuance Date. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.025 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. As of July 10, 2020, the outstanding principal balance of this note was $129,500 with a carrying value of $8,375, net of unamortized discounts of $121,125. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $ was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note is $129,500 with a carrying value of $65,750, net of unamortized discounts of $63,750. In conjunction with this note, the Company issued a warrant to purchase 6,375,000 shares of common stock at an exercise price of $0.02, subject to adjustments and expiring on the five-year anniversary of the Issuance Date. On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a 15% convertible promissory note issued by the Company on July 8, 2020, (the “Issuance Date”) to an investor, pursuant to a Securities Purchase Agreement. This note matures 6 months after the Issuance Date. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.025 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. As of July 10, 2020, the outstanding principal balance of this note was $250,000 with a carrying value of $-0-, net of unamortized discounts of $250,000. For the period from July 11, 2020 to September 30, 2020, amortization of the debt discounts of $114,583 was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note is $250,000 with a carrying value of $114,583, net of unamortized discounts of $135,417. In conjunction with this note, the Company issued a warrant to purchase 12,500,000 shares of common stock at an exercise price of $0.02, subject to adjustments and expiring on the five-year anniversary of the Issuance Date. On February 26, 2020, (the “Issuance Date”) PCTI issued a 12% Convertible Promissory Note (the “Note”), in the principal amount of $106,950, to an investor. This note matures 12 months after the Issuance Date. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at 55% of the lowest trading price for the twenty-five trading days prior to the conversion. If the trading price cannot be calculated for such security on such date, the trading price shall be the fair market value as mutually determined by the Company and the investor for which the calculation of the trading price is required in order to determine the conversion price. PCTI received proceeds of $85,000 on February 26, 2020, and the Note included an original issue discount of $13,950 and lender costs of $8,000. This note proceeds will be used by the Company for general working capital purposes. The Note also requires a daily payment via ACH of $400. On June 25, 2020, the Note was amended to add $111,225 of additional principal to the outstanding balance. Pursuant to the PCTI transaction with Ozop, on July 10, 2020, the conversion price is equal to 45% multiplied by the lowest closing bid price during the twenty-five-trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. Accordingly, the Company determined the conversion feature of the Notes represented an embedded derivative since the note is convertible into a variable number of shares upon conversion, as the note was not considered to be conventional debt under ASC 815 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. The embedded feature included in the note resulted in an initial debt discount of $85,000, interest expense of $135,786 and initial derivative liability of $220,786. For the nine months ended September 30, 2020, amortization of the debt discounts of $54,793 was charged to interest expense. For the nine months ended September 30, 2020, principal payments of $56,400 were paid. As of September 30, 2020, the outstanding principal balance of this note was $161,775 with a carrying value of $116,935, net of unamortized discounts of $44,840. On July 15, 2020, (the “Issuance Date”) the Company issued a 15% convertible promissory note, in the principal amount of $127,500, to an investor. This note matures 6 months after the Issuance Date. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.011 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.025 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. The Company received proceeds of $102,000 on July 22, 2020, and this note included an original issue discount of $25,500. This note proceeds will be used by the Company for general working capital purposes. In conjunction with this note, the Company issued a warrant to purchase 6,375,000 shares of common stock at an exercise price of $0.02, subject to adjustments and expiring on the five-year anniversary of the Issuance Date. The Company allocated the proceeds to the debt of $82,068 and to the warrant $19,932 based on the relative fair value. The embedded conversion feature included in this note resulted in an initial derivative liability of $207,699, a debt discount of $82,068 with the excess of $125,541 charged to interest expense of $125,541. For the nine months ended September 30, 2020, amortization of the debt discounts of $53,125 was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note was $127,500 with a carrying value of $53,125, net of unamortized discounts of $74,375. On July 29, 2020, (the “Issuance Date”) the Company issued a 15% convertible promissory note, in the principal amount of $127,500, to an investor. This note matures 6 months after the Issuance Date. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.011 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.025 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. The Company received proceeds of $100,000 on August 3, 2020, and this note included an original issue discount of $25,500. This note proceeds will be used by the Company for general working capital purposes. In conjunction with this note, the Company issued a warrant to purchase 12,750,000 shares of common stock at an exercise price of $0.01, subject to adjustments and expiring on the five-year anniversary of the Issuance Date. The Company allocated the proceeds to the debt $61,733 and warrant $40,267 based on the relative fair value. The embedded conversion feature included in this note resulted in an initial derivative liability of $198,239, a debt discount of $61,733 with the excess of $136,506 charged to interest expense. For the nine months ended September 30, 2020, amortization of the debt discounts of $42,500 was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note was $127,500 with a carrying value of $42,500, net of unamortized discounts of $85,000. A summary of the convertible note balance as of September 30, 2020, is as follows: September 30, 2020 Principal balance $ 1,544,489 Unamortized discount (682,982 ) Ending balance, net $ 861,507 |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Derivative Liabilities | NOTE 6 – DERIVATIVE LIABILITIES The Company determined the conversion feature of the convertible notes, which all contain variable conversion rates, represented an embedded derivative since the notes were convertible into a variable number of shares upon conversion. Accordingly, the notes are not considered to be conventional debt under ASC 815 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. The Company valued the derivative liabilities at September 30, 2020, at $2,250,953. The Company used the Monte Carlo simulation valuation model with the following assumptions as of September 30, 2020, risk free interest rates at 0.11%, and volatility of 85% to 94%. The initial derivative liabilities for convertible notes issued from July 11, 2020 to September 30, 2020, used the following assumptions; risk-free interest rates from 0.12% to 0.17% and volatility of 96% to 106%. A summary of the activity related to derivative liabilities for the period from July 10, 2020 to September 30, 2020, is as follows: Balance- July 10, 2020, assumed pursuant to PCTI transaction $ 8,743,231 Issued during period 626,534 Converted or paid (7,308,426 ) Change in fair value recognized in operations 189,614 Balance- September 30, 2020 $ 2,250,953 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7 – NOTES PAYABLE The Company has the following note payables outstanding: September 30, 2020 December 31, 2019 Note payable bank, interest at 7.75%, matures December 26,2020 $ 156,648 $ 174,444 Note payable bank, interest at 6.5%, matures December 26, 2020 341,400 349,962 Economic Injury Disaster Loan 10,000 - Paycheck Protection Program loan 100,400 - Notes payable, interest at 8%, matured January 5, 2020, currently in default 45,000 - Other, due on demand, interest at 6% 50,000 - Note payable $210,000 face value, interest at 18%, matures June 23, 2022, net of discount of $30,260 179,740 - Note payable $203,000 face value, interest at 12%, matures June 25, 2021, net of discount of $19,935 183,065 - Note payable $750,000 face value, interest at 12%, matures August 24, 2021, net of discount of $500,151 249,839 - Sub- total notes payable 1,316,102 542,406 Less long-term portion, net of discount 290,140 - Current portion of notes payable, net of discount $ 1,015,962 $ 542,406 On October 26, 2016, PCTI entered into a $210,000 note payable with a bank. On July 24, 2020, due to defaults with the terms of the note, the note was amended with the outstanding balance due December 26, 2020 and the interest rate changed to 7.75%. Borrowings are collateralized by substantially all of the assets of PCTI and the personal guarantee of PCTI’s President. At September 30, 2020 and December 31, 2019, $150,646 and $174,444, respectively, was outstanding on the note payable. On September 25, 2019, PCTI renewed their $350,000 promissory note with a bank that provides for borrowings of up to $350,000. Interest is due monthly and the principal was due on April 12, 2020, however, on July 24, 2020, due to PCTI being in default with agreement was amended with a change in the maturity date to December 26, 2020, and the interest rate changed to the prime rate plus 3.25% (6.5% at September 30, 2020). Borrowings are collateralized by substantially all of the assets of PCTI and the personal guarantee of PCTI’s President. At September 30, 2020 and December 31, 2019, $347,588 and $349,962, respectively, was outstanding on the promissory note. On August 24, 2020 (the “Issue Date”), the Company entered into a 12%, $750,000 face value promissory note with a third-party (the “Holder”) due August 24, 2021 (the “Maturity Date”). Principal payments shall be made in six instalments of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. The Company received proceeds of $663,000 on August 25, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $87,000. For the nine months ended September 30, 2020, amortization of the costs of $9,063 was charged to interest expense. In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 122,950,819 shares of common stock at an exercise price of $0.0061, subject to adjustments and expires on the five-year anniversary of the Issue Date. The warrants issued resulted in a debt discount of $471,307, with the offset to additional paid in capital. For the nine months ended September 30, 2020, amortization of the debt discount of $49,094 was charged to interest expense. As of September 30, 2020, the outstanding principal balance of this note was $750,000 with a carrying value of $249,839, net of unamortized discounts of $500,151. On April 20, 2020, PCTI was granted a loan from a bank in the amount of $100,400, pursuant to the Paycheck Protection Program (“PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The loan matures on April 20, 2022 and bears interest at a rate of 1.0% per annum, payable monthly beginning on November 20, 2020. The loan may be prepaid at any time prior to maturity with no prepayment penalties. Under the terms of the loan, a portion or all of the loan is forgivable to the extent the loan proceeds are used to fund qualifying payroll, rent and utilities during a designated twenty-four-week period. Payments are deferred until the SBA determines the amount to be forgiven. The Company intends to utilize the proceeds of the PPP loan in a manner which will enable qualification as a forgivable loan. However, no assurance can be provided that all or any portion of the PPP loan will be forgiven. The balance on this PPP loan was $10,400 as of September 30, 2020 and has been classified as a long-term liability in notes payable. On July 14, 2020, PCTI received $10,000 grant under the Economic Injury Disaster Loan (“EIDL”) program. Up to $10,000 of the EIDL can be forgiven as long as such funds were utilized to provide working capital. The first payment due is deferred one year. The entirety of the loan as of September 30, 2020 and has been classified as a long-term liability in notes payable. The following notes were assumed on July 10, 2020, pursuant to the PCTI transaction: On June 23, 2020 (the “Execution Date”), the Company entered into a Loan and Securities Purchase Agreement with a third- party (the “Lender”). Pursuant to the agreement in exchange for a $210,000 Promissory Note, inclusive of an original issue discount of $35,000 the Company received proceeds of $175,000 from the Lender. The note carries an interest rate of 18% and matures and is due in one lump sum on the 24- month anniversary (the “Maturity Date”) of the Execution Date. For the first nine months interest may accrue on a monthly basis, and the Company has the option to pay the monthly interest or add such interest to the principal balance of the note. Commencing on the tenth month of the note, all accrued interest, if any, shall be added to the principal amount of the note, and interest on the new principal amount shall become due and payable on a monthly basis. Should the Company default on making any interest payments following the initial nine-months, or paying the note by the Maturity Date, the note shall automatically be converted into an 18% convertible debenture. On June 25, 2020 (the “Issue Date”), the Company entered into a 12%, $203,000 face value promissory note with a third-party (the “Holder”) due June 25, 2021 (the “Maturity Date”). Principal payments shall be made in six instalments of $33,333 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. The Company received proceeds of $176,000 on June 26, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $27,000. In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 10,000,000 shares of common stock at an exercise price of $0.02, subject to adjustments and expires on the five-year anniversary of the Issue Date. |
Deferred Liability
Deferred Liability | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Liability | |
Deferred Liability | NOTE 8 – DEFERRED LIABILITY On September 2, 2020, PCTI entered into an Agreement (the “Agreement”) with a third- party. Pursuant to the terms of the Agreement, in exchange for $750,000, PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the Agreement. Payments are due ninety (90) days after each calendar quarter, with the first payment due on or before March 31, 2021, for revenues for the quarter ending December 31, 2020. The Company has recorded the $750,000 as deferred liability on the September 30, 2020, consolidated condensed balance sheet. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 – RELATED PARTY TRANSACTIONS Employment Agreement On July 10, 2020, pursuant to the PCTI transaction, the Company assumed an employment contract entered into on February 28, 2020, between the Company and Mr. Conway (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Conway is to receive an annual salary of $120,000, for his position of CEO of the Company, payable monthly. Mr. Conway was issued 2,500 shares of Series C Preferred Stock. The Company valued the shares at $5,000. On August 28, 2020, Mr. Conway was issued 1,333 shares of Series D Preferred stock and 500 shares of series E Preferred Stock. The Series D Preferred Stock is convertible in the aggregate into three times the number of shares of common stock outstanding at the time of conversion. Mr. Conway owns 6.67% of the issued and outstanding Series D Preferred Stock, and based on the 3,107,037,634 shares outstanding on August 28, 2020, Mr. Conway’s Preferred Stock is convertible into 621,253,401 shares of common stock. Based on the share price of the common stock on that date of $0.0065, the shares were valued at $4,286,648 and recognized as compensation on the accompanying unaudited condensed consolidated Statement of Comprehensive Loss. Management Fees and related party payables For the three and nine months ended September 30, 2020, and 2019, the Company recorded expenses to its officers in the following amounts: Three months ended Nine months ended 2020 2019 2020 2019 CEO, parent $ 96,771 $ - $ 96,771 $ - President, subsidiary 32,500 - 32,500 - Total $ 129,271 $ - $ 129,271 $ - As of September 30, 2020, and December 31, 2019, included in related party payable is $10,308 and $27,909, respectively, for the amounts owed the CEO of PCTI. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES Leases On October 25, 2019 PCTI executed a non-cancellable lease of office and industrial space totaling 11,800 square feet in Zelienople, PA., which began December 1, 2019 and expires on November 30, 2022. The lease terms include a monthly rent of $7,000 (see Note 12). The Company also pays $3,400 on a month to month basis for its corporate office in Warwick, New York. Licenses On February 1, 2018, Spinus entered into an Intellectual Property Licensing Agreement (the “Licensing Agreement”). The Company assumed the obligations under the Licensing Agreement and pledged the assets of Spinus as security. Pursuant to the terms of the Licensing Agreement, in consideration of $250,000 Spinus has the exclusive rights to certain patents and the non-exclusive rights to other patents. The patents surround mechanical or inflatable expandable interbody implant products. The Company paid the $250,000 on November 20, 2018. The Company also will pay a royalty of 7% of net sales on any product sold utilizing any of the patents. There have not been any sales of the licensed products and accordingly, no royalties have been incurred. Agreements On March 4, 2019, the Company entered into a Separation Agreement (the “Separation Agreement”) with Salman J. Chaudhry, pursuant to which the Company agreed to pay Mr. Chaudry $227,200 (the “Outstanding Fees”) in certain increments as set forth in the Separation Agreement. As of September 30, 2020, and December 31, 2019, the balance owed Mr. Chaudhry is $162,085. On July 10, 2020, PCTI assumed a contract entered into by the Company on June 5, 2020, for media relations services with a third-party. Pursuant to the Agreement, the Company will pay the consultants $10,000 per month for the development and execution of a comprehensive media relations plan. On July 24, 2020, PCTI, the Company’s wholly owned subsidiary, entered into a three- month consulting agreement with a third-party. Pursuant to the agreement, the Company will pay the consultant $10,000 per month and the consultant will provide services, including, but not limited to, identifying PCTI’s best path forward into the renewable energy and energy storage industries as well as advance their presence in the maritime/transportation industry. On July 29, 2020, PCTI entered into a three-month Performance Solutions Agreement (the “PSA”), with automatic monthly renewals, until terminated either arty on a thirty (30) day written notice to the other party. Pursuant to the PSA, the Company will pay a monthly fee of $5,000 for services including social media and search engine optimization. On September 2, 2020, PCTI entered into an Agreement (the “Agreement”) with a third- party. Pursuant to the terms of the Agreement, in exchange for $750,000, PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the Agreement (see Note 7). |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 11 – STOCKHOLDERS’ EQUITY Common stock During the period from July 11, 2020 to September 30, 2020, holders of an aggregate of $1,585,937 in principal and $259,418 of accrued interest and fees of convertible notes issued by the Company and assumed by PCTI on July 10, 2020, converted their debt into 1,181,993,984 shares of our common stock at an average conversion price of $0.0016 per share. The Company also issued 106,528,473 shares of common stock upon the cashless exercise of common stock purchase warrants. As of September 30, 2020, the Company has 4,990,000,000 shares of $0.001 par value common stock authorized and there are 3,140,453,186 shares of common stock issued and outstanding. Preferred stock As of September 30, 2020, 10,000,000 shares have been authorized as preferred stock, par value $0.001 (the “Preferred Stock”), which such Preferred Stock shall be issuable in such series, and with such designations, rights and preferences as the Board of Directors may determine from time to time. On July 7, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series C Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company’s preferred remain designated as Series C Preferred Stock. The holders of Series C Preferred Stock have no conversion rights and no dividend rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote. On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 47,500 shares of Series C preferred Stock to Chis. As of September 30, 2020, there were 50,000 shares of Series D Preferred Stock issued and outstanding, of which 2,500 are issued to Mr. Conway. On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock. Under the terms of the Certificate of Designation of Series D Preferred Stock, 20,000 shares of the Company’s preferred stock have been designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not be entitled to receive dividends. The holders as a group may, at any time convert all of the shares of Series D Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 3. Except as provided in the Certificate of Designation or as otherwise required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. The Series D Convertible Preferred Stock shall not bear any liquidation rights. On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 18,667 shares of Series D preferred Stock to Chis, and on August 28, 2020. Pursuant to Mr. Conway’s employment agreement, the Company issued 1,333 shares of Series D Preferred Stock to Mr. Conway. As of September 30, 2020, there were 20,000 shares of Series D Preferred Stock issued and outstanding. On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series E Preferred Stock. Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock have been designated as Series E Preferred Stock. The holders of the Series E Convertible Preferred Stock shall not be entitled to receive dividends. No holder of the Series E Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, except as may be otherwise expressly required by law. At any time, the Corporation may redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1,000 (one thousand dollars) per share. The shares of Series E Preferred Stock have not been registered under the Securities Act of 1933 or the laws of any state of the United States and may not be transferred without such registration or an exemption from registration. On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 500 shares of Series E preferred Stock to Chis, and on August 28, 2020. Pursuant to Mr. Conway’s employment agreement, the Company issued 500 shares of Series E Preferred Stock to Mr. Conway. As of September 30, 2020, there were 1,000 shares of Series E Preferred Stock issued and outstanding. |
Operating Lease Right-of-Use As
Operating Lease Right-of-Use Assets and Operating Lease Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Operating Lease Right-of-Use Assets and Operating Lease Liabilities | NOTE 12 - OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES On October 25, 2019 PCTI executed a non-cancellable lease for office and industrial space which began December 1, 2019 and expires on November 30, 2022. Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 7.5%, as the interest rate implicit in most of our leases is not readily determinable. Prior to July 10, 2020, PCTI recorded monthly lease expense pursuant to the lease agreement and effective July 10, 2020, pursuant to the PCTI transaction, operating lease expense is recognized pursuant to ASC Topic 842. Leases (Topic 842) over the lease term. During the three and nine months ended September 30, 2020, the Company recorded $21,278 and $63,278, respectively, and $21,125 and $63,375 for the three and nine months ended September 30, 2019, respectively, for this lease. In adopting Topic 842, the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. During the nine months ended September 30, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $185,139. Right-of- use assets are summarized below: September 30, 2020 Office and warehouse lease $ 185,139 Less accumulated amortization (17,639 ) Right-of-us assets, net $ 167,500 Operating lease liabilities are summarized as follows: September 30, 2020 Lease liability $ 167,500 Less current portion (73,945 ) Long term portion $ 93,555 Maturity of lease liabilities are as follows: Amount For the three months ending December 31, 2020 $ 21,000 For the year ending December 31, 2021 84,000 For the eleven months ending November 30, 2022 77,000 Total $ 182,000 Less: present value discount (14,500 ) Lease liability $ 167,500 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS From October 1, 2020, through November 20, 2020, the Company has issued 123,357,984 shares of common stock upon the conversion of $293,449 of principal, accrued interest and fees of convertible notes. On October 8, 2020, the Company, through its wholly owned subsidiary, PCTI entered into a Consortium Agreement (the “Consortium Agreement”) with Sterling PBES Energy Solution Ltd. (“SPBES”). Under the terms of the Consortium Agreement, PCTI shall offer proposal, execution and service of contracts to supply agreed upon product solutions on behalf of SPBES in the following markets: Marine Industrial Charging Sub-Stations, North America, Europe, the Middle East and North Africa, Southeast Asia, South East Asia, South America and Australasia. SPBES shall be responsible for the project management of the product solutions. On October 29, 2020, the Company formed a new wholly owned subsidiary, Ozop Surgical Name Change Subsidiary, Inc., a Nevada corporation (“Merger Sub”). The Merger Sub was formed under the Nevada Revised Statutes for the sole purpose and effect of changing the Company’s name to “Ozop Energy Solutions, Inc.” That same day the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Merger Sub and filed Articles of Merger (the “Articles of Merger”) with the Nevada Secretary of State, merging the Merger Sub into the Company, which were stamped effective as of November 3, 2020. As permitted by the Section 92.A.180 of the Nevada Revised Statutes, the sole purpose and effect of the filing of Articles of Merger was to change the name of the Company to “Ozop Energy Solutions, Inc.” On November 13, 2020 (the “Issue Date”), the Company entered into a 12%, $1,000,000 face value promissory note with a third-party (the “Holder”) due November 13, 2021 (the “Maturity Date”). Principal payments shall be made in six instalments of $166,667 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Company received proceeds of $890,000 on November 20, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $110,000. In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 125,000,000 shares of common stock at an exercise price of $0.008, subject to adjustments and expires on the five-year anniversary of the Issue Date. On November 16, 2020, (the “Issuance Date”) the Company issued a promissory note, in the principal amount of $250,000, to an investor. The note carries a guaranteed interest payment of 15%, which is added to the principal on the Issuance Date. Principal payments shall be made in six instalments of $57,500 commencing May 21, 2021, and continuing each 30 days thereafter for 4 months. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.01 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.01 or the volume weighted average price of the common stock during the five (5) Trading Day period ending on the day prior to conversion. The Company received proceeds of $200,000 on November 19, 2020, and this note included an original issue discount of $50,000. This note proceeds will be used by the Company for general working capital purposes. In conjunction with this note, the Company issued a warrant to purchase 35,000,000 shares of common stock at an exercise price of $0.25, subject to adjustments and expiring on the five-year anniversary of the Issuance Date. The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2020, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2020, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Current Report on Form 8-K/A filed on September 25, 2020, which includes the historical financial information of PCTI. The unaudited condensed consolidated financial statements include the accounts of the Company and PCTI and the Company’s other wholly owned subsidiaries Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”). All intercompany accounts and transactions have been eliminated in consolidation. |
Emerging Growth Companies | Emerging Growth Companies The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits |
Sales Concentration and Credit Risk | Sales Concentration and credit risk Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three and nine months ended September 30, 2020, and 2019, and their accounts receivable balance as of September 30, 2020: Sales % Three Months Ended September 30, 2020 Sales % Three Months Ended September 30, 2019 Sales % Nine Months Ended September 30, 2020 Sales % Nine Months Ended 2019 Accounts receivable balance September 30, 2020 Customer A 29 % - % 60 % - % $ - Customer B 19 % - % 14 % - % - Customer C 23 % - % - % - % 34,011 Customer D 12 % - % - % - % - Customer E - % 29 % - % 12 % - Customer F - % 16 % - % - % - Customer G - % 12 % - % - % - Customer H - % - % - % 31 % - Customer I - % 14 % - % - % - As disclosed in the above table, PCTI, historically does not have year to year many recurring clients as the Company produces capital equipment for its’ customers. |
Accounts Receivable | Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs include material, labor and manufacturing overhead. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including known trends, market conditions, currency exchange rates and other such issues. The components of inventories at September 30, 2020, and December 31, 2019, are as follows: 2020 2019 Raw materials $ 116,953 $ 116,329 Work in process 45,585 845,218 Finished goods 9,643 10,266 $ 172,181 $ 971,813 |
Purchase Concentration | Purchase concentration The principal purchases by the Company is comprised of parts and raw materials that the Company assembles and manufactures and sells to its customers. Following is a summary of suppliers who accounted for more than ten percent (10%) of the Company’s purchases for the three and nine months ended September 30, 2020, and 2019: Purchase % Three Months Ended September 30, 2020 Purchase % Three Months Ended September 30, 2019 Purchase % Nine Months Ended September 30, 2020 Purchase % Nine Months Ended 2019 Supplier A 11 % - % - % - % Supplier B 15 % - % 10 % - % Supplier C 18 % - % - % - % Supplier D - % 17 % - % - % Supplier E - % 14 % - % - % Supplier F - % - % 15 % - % Supplier G - % - % 26 % - % Suppliers to the Company vary from period to period dependent upon our customer’s order specifications. In any specific reporting period, we may be relying on certain vendors, however these vendors will vary dependent on the parts and materials needed. The Company believes its relationships with all of the above vendors is good, and we are not reliant on any particular vendor for future needs. |
Property, Plant and Equipment | Property, plant and equipment Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows: September 30, 2020 December 31, 2019 Office equipment $ 113,025 $ 78,851 Less: Accumulated Depreciation (77,465 ) (63,642 ) Property and Equipment, Net $ 35,560 $ 15,199 Depreciation expense was $3,562 and $6,784 for the three and nine months ended September 30, 2020, respectively, and $1,815 and $5,445 for the three and nine months ended September 30, 2019, respectively. |
Intangible Assets | Intangible Assets Intangible assets primarily represent purchased patent and license rights. The Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life using the straight-line method. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the three and nine months ended September 30, 2020, the Company recorded amortization expense of $10,417. In accordance with ASC 350, “Intangibles—Goodwill and Other,” |
Goodwill | Goodwill Goodwill is measured as the excess of consideration transferred and the net of the acquisition date fair value of assets acquired, and liabilities assumed in a business acquisition. The Company reviews the goodwill allocated to each of our reporting units for possible impairment annually and whenever events or changes in circumstances indicate carrying amount may not be recoverable. When assessing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its’ carrying amount. Goodwill is tested annually for impairment on January 1, and at any time upon occurrence of certain events or changes in circumstances. The carrying amount of each reporting unit is determined based upon the assignment of our assets and liabilities, including existing goodwill and other intangible assets, to the identified reporting units. Where an acquisition benefits only one reporting unit, the Company allocates, as of the acquisition date, all goodwill for that acquisition to the reporting unit that will benefit. Where the Company has had an acquisition that benefited more than one reporting unit, The Company has assigned the goodwill to our reporting units as of the acquisition date such that the goodwill assigned to a reporting unit is the excess of the fair value of the acquired business, or portion thereof, to be included in that reporting unit over the fair value of the individual assets acquired and liabilities assumed that are assigned to the reporting unit. The transaction with PCTI resulted in recognizing goodwill of $11,201,145 (see Note 1). |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. Under ASC 606, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. Other than The Company has no outstanding contracts with any of its’ customers. The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and is based on the applicable shipping terms. For contracts with customers, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon shipment of a product to the customer or receipt of the product by the customer and without significant judgments. Advance payments are typically required for commercial customers and are recorded as current liability until revenue is recognized. Advance payments are not required for government customers. The majority of contracts typically require payment within 30 to 60 days after transfer of ownership to the customer. For the periods covered herein, we did not have post shipment obligations such as training or installation, customer acceptance provisions, credits and discounts, rebates and price protection, or other similar privileges. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the three and nine months ended September 30, 2020, and 2019. |
Advertising and Marketing Expenses | Advertising and Marketing Expenses The Company expenses advertising and marketing costs as incurred. For the nine months ended September 30, 2020, and 2019, the Company recorded $47,325 and $232, respectively, of advertising and marketing expenses. |
Research and Development | Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the three and nine months ended September 30, 2020, and 2019, the Company did not record any research and development expenses. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of September 30, 2020, for each fair value hierarchy level: September 30, 2020 Derivative Total Level I $ - $ - Level II $ - $ - Level III $ 2,250,953 $ 2,250,953 |
Leases | Leases Effective July 10, 2020, the Company began accounting for leases under ASU 2016-02 (see Note 14), applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. We allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate of 7.5%, based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized pursuant to on a straight-line basis over the lease term and is included in rent in the condensed consolidated statements of operations. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. |
Foreign Currency Translation | Foreign Currency Translation The accounts of the Company’s Hong Kong subsidiary are maintained in Hong Kong dollars and the accounts of the U.S. companies are maintained in USD. The accounts of the Hong Kong subsidiary were translated into USD in accordance with Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters. According to Topic 830, all assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and statement of comprehensive income items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the foreign currency transactions are reflected in the statements of comprehensive income. Relevant exchange rates used in the preparation of the consolidated financial statements are as follows for the period ended September 30, 2020, (Hong Kong dollar per one U.S. dollar): September 30, 2020 Balance sheet date .1290 Average rate for statements of operations and comprehensive loss .1289 |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of September 30, 2020, and 2019, the Company’s dilutive securities are convertible into approximately 9,744,058,757 shares of common stock. There were no dilutive securities as of September 30, 2019. This amount is not included in the computation of dilutive loss per share because their impact is antidilutive. The following table represents the classes of dilutive securities as of September 30, 2020: September 30, 2020 Common stock to be issued 1,350 Convertible preferred stock 9,421,359,558 Convertible notes payable 322,697,849 9,744,058,75 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2018. In January 2017, the FASB issued ASU No. 217-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. The amendments simplify the subsequent measurement of goodwill and eliminate the two-step goodwill impairment test. The Company will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value. If fair value exceeds the carrying amount, no impairment should be recorded. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Impairment losses on goodwill cannot be reversed once recognized. Other than the above there have no recent accounting pronouncements or changes in accounting pronouncements during the period ended September 30, 2020, that are of significance or potential significance to the Company. |
Organization (Tables)
Organization (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary value of the consideration issued and the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the transaction . The company preliminarily recorded the excess as goodwill and will analyze within the measurement period if there should be an allocation to identifiable intangible assets Purchase Price Allocation Fair value of OZOP equity consideration issued $ 818,444 Assets acquired $ 1,229,917 Goodwill 11,201,145 Liabilities assumed (11,612,618 ) $ 818,444 |
Schedule of Proforma Results | Included in the Unaudited Condensed Consolidated Statements of Comprehensive Loss for the nine months ended September 30, 2020, are the results of Ozop, the accounting acquiree, of revenues of $-0- and a loss before income taxes of $6,228,022.The following table provides unaudited pro forma results of operations for the nine months ended September 30, 2020, and 2019, as if the acquisition had been consummated as of the beginning of that period presented. The pro forma results include the effect of certain purchase accounting adjustments, such as the estimated changes in depreciation and amortization expense on the acquired intangible assets. However, pro forma results do not include any anticipated cost savings (if any) of the combined companies. Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the date indicated, or which may occur in the future. Unaudited pro forma results nine months ended September 30, 2020 Unaudited pro forma results nine months ended September 30, 2019 Revenues $ 1,493,592 $ 501,931 Loss before income taxes (40,027,669 ) (4,809,301 ) Basic and fully diluted loss per share $ (0.02 ) $ (0.14 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Pronouncements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Concentration Risk | Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three and nine months ended September 30, 2020, and 2019, and their accounts receivable balance as of September 30, 2020: Sales % Three Months Ended September 30, 2020 Sales % Three Months Ended September 30, 2019 Sales % Nine Months Ended September 30, 2020 Sales % Nine Months Ended 2019 Accounts receivable balance September 30, 2020 Customer A 29 % - % 60 % - % $ - Customer B 19 % - % 14 % - % - Customer C 23 % - % - % - % 34,011 Customer D 12 % - % - % - % - Customer E - % 29 % - % 12 % - Customer F - % 16 % - % - % - Customer G - % 12 % - % - % - Customer H - % - % - % 31 % - Customer I - % 14 % - % - % - Following is a summary of suppliers who accounted for more than ten percent (10%) of the Company’s purchases for the three and nine months ended September 30, 2020, and 2019: Purchase % Three Months Ended September 30, 2020 Purchase % Three Months Ended September 30, 2019 Purchase % Nine Months Ended September 30, 2020 Purchase % Nine Months Ended 2019 Supplier A 11 % - % - % - % Supplier B 15 % - % 10 % - % Supplier C 18 % - % - % - % Supplier D - % 17 % - % - % Supplier E - % 14 % - % - % Supplier F - % - % 15 % - % Supplier G - % - % 26 % - % |
Schedule of Inventories | The components of inventories at September 30, 2020, and December 31, 2019, are as follows: 2020 2019 Raw materials $ 116,953 $ 116,329 Work in process 45,585 845,218 Finished goods 9,643 10,266 $ 172,181 $ 971,813 |
Schedule of Property, Plant and Equipment | The estimated useful lives of property and equipment is as follows: September 30, 2020 December 31, 2019 Office equipment $ 113,025 $ 78,851 Less: Accumulated Depreciation (77,465 ) (63,642 ) Property and Equipment, Net $ 35,560 $ 15,199 |
Schedule of Fair Value of Derivative Instruments on Recurring Basis | The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of September 30, 2020, for each fair value hierarchy level: September 30, 2020 Derivative Total Level I $ - $ - Level II $ - $ - Level III $ 2,250,953 $ 2,250,953 |
Schedule of Foreign Exchange Rates | Relevant exchange rates used in the preparation of the consolidated financial statements are as follows for the period ended September 30, 2020, (Hong Kong dollar per one U.S. dollar): September 30, 2020 Balance sheet date .1290 Average rate for statements of operations and comprehensive loss .1289 |
Schedule of Antidilutive Securities | The following table represents the classes of dilutive securities as of September 30, 2020: September 30, 2020 Common stock to be issued 1,350 Convertible preferred stock 9,421,359,558 Convertible notes payable 322,697,849 9,744,058,75 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Patents as of September 30, 2020, consist of the following: September 30, 2020 Patents and license rights $ 151,041 Accumulated amortization (10,417 ) Net carrying amount $ 140,624 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Note Balance | A summary of the convertible note balance as of September 30, 2020, is as follows: September 30, 2020 Principal balance $ 1,544,489 Unamortized discount (682,982 ) Ending balance, net $ 861,507 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Derivative Liabilities | A summary of the activity related to derivative liabilities for the period from July 10, 2020 to September 30, 2020, is as follows: Balance- July 10, 2020, assumed pursuant to PCTI transaction $ 8,743,231 Issued during period 626,534 Converted or paid (7,308,426 ) Change in fair value recognized in operations 189,614 Balance- September 30, 2020 $ 2,250,953 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company has the following note payables outstanding: September 30, 2020 December 31, 2019 Note payable bank, interest at 7.75%, matures December 26,2020 $ 156,648 $ 174,444 Note payable bank, interest at 6.5%, matures December 26, 2020 341,400 349,962 Economic Injury Disaster Loan 10,000 - Paycheck Protection Program loan 100,400 - Notes payable, interest at 8%, matured January 5, 2020, currently in default 45,000 - Other, due on demand, interest at 6% 50,000 - Note payable $210,000 face value, interest at 18%, matures June 23, 2022, net of discount of $30,260 179,740 - Note payable $203,000 face value, interest at 12%, matures June 25, 2021, net of discount of $19,935 183,065 - Note payable $750,000 face value, interest at 12%, matures August 24, 2021, net of discount of $500,151 249,839 - Sub- total notes payable 1,316,102 542,406 Less long-term portion, net of discount 290,140 - Current portion of notes payable, net of discount $ 1,015,962 $ 542,406 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Expenses to Officers | For the three and nine months ended September 30, 2020, and 2019, the Company recorded expenses to its officers in the following amounts: Three months ended Nine months ended 2020 2019 2020 2019 CEO, parent $ 96,771 $ - $ 96,771 $ - President, subsidiary 32,500 - 32,500 - Total $ 129,271 $ - $ 129,271 $ - |
Operating Lease Right-of-Use _2
Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Right-of- Use Assets | Right-of- use assets are summarized below: September 30, 2020 Office and warehouse lease $ 185,139 Less accumulated amortization (17,639 ) Right-of-us assets, net $ 167,500 |
Schedule of Operating Lease Liabilities | Operating lease liabilities are summarized as follows: September 30, 2020 Lease liability $ 167,500 Less current portion (73,945 ) Long term portion $ 93,555 |
Schedule of Maturity of Lease Liabilities | Maturity of lease liabilities are as follows: Amount For the three months ending December 31, 2020 $ 21,000 For the year ending December 31, 2021 84,000 For the eleven months ending November 30, 2022 77,000 Total $ 182,000 Less: present value discount (14,500 ) Lease liability $ 167,500 |
Organization (Details Narrative
Organization (Details Narrative) - USD ($) | Jul. 10, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Oct. 28, 2016 | Jul. 19, 2016 |
Equity ownership percentage | 100.00% | ||||||
Loss before income taxes | $ (6,563,262) | $ (70,708) | $ (6,862,676) | $ (371,975) | |||
Revenues | $ 246,951 | $ 176,582 | $ 0 | $ 416,778 | |||
Perma Consultants Holding AG [Member] | |||||||
Equity ownership percentage | 100.00% | ||||||
Securities Purchase Agreement [Member] | Pennsylvania corporation [Member] | |||||||
Number of shares acquired | 1,000 | ||||||
Securities Purchase Agreement [Member] | Pennsylvania corporation [Member] | Series C Preferred Stock [Member] | |||||||
Stock issued during period, shares, acquisitions | 47,500 | ||||||
Securities Purchase Agreement [Member] | Pennsylvania corporation [Member] | Series D Preferred Stock [Member] | |||||||
Stock issued during period, shares, acquisitions | 18,667 | ||||||
Securities Purchase Agreement [Member] | Pennsylvania corporation [Member] | Series E Preferred Stock [Member] | |||||||
Stock issued during period, shares, acquisitions | 500 |
Organization - Schedule of Fair
Organization - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Fair value of OZOP equity consideration issued | $ 818,444 | |
Assets acquired | 1,229,917 | |
Goodwill | 11,396,096 | |
Liabilities assumed | (11,612,618) | |
Total purchase price allocation | $ 818,444 |
Organization - Schedule of Prof
Organization - Schedule of Proforma Results (Details) | 9 Months Ended |
Sep. 30, 2020USD ($)$ / shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenues | $ 1,493,592 |
Loss before income taxes | $ (40,027,669) |
Basic and fully diluted loss per share | $ / shares | $ (0.02) |
Going Concern and Management'_2
Going Concern and Management's Plans (Details Narrative) - USD ($) | Jul. 10, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Accumulated deficit | $ (8,173,908) | $ (1,310,422) | |
Working capital deficit | $ 5,458,089 | ||
SPA [Member] | PCTI [Member] | |||
Forbes estimates | This transaction takes PCTI public, and allows us to drive future investments into the energy storage market, which Forbes estimates will grow from $59 billion in 2019 to $546 billion by 2035, PCTI's products, technologies and expertise are a linchpin of this emerging industry. |
Summary of Significant Accoun_4
Summary of Significant Accounting Pronouncements (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Depreciation expense | $ 3,562 | $ 1,815 | $ 6,784 | $ 5,445 | ||
Amortization expense | 10,417 | 10,417 | ||||
Goodwill | 11,396,096 | 11,396,096 | ||||
Advertising and marketing expenses | $ 47,325 | $ 232 | ||||
Income tax likelihood description | greater than fifty percent likelihood | |||||
Anti-dilutive shares of common stock | 974,405,875 | |||||
Incremental borrowing rate | 7.50% | |||||
PCTI [Member] | ||||||
Goodwill | $ 11,201,145 | $ 11,201,145 | ||||
Sales Revenue [Member] | Customer [Member] | ||||||
Concentration of credit risk | 10.00% | 10.00% | 10.00% | 10.00% | ||
Product Revenue [Member] | Suppliers [Member] | ||||||
Concentration of credit risk | 10.00% | 10.00% | 10.00% | 10.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Pronouncements - Schedule of Concentration Risk (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounts receivable balance | $ 60,699 | $ 60,699 | $ 19,774 | ||
Customer A [Member] | |||||
Accounts receivable balance | |||||
Customer B [Member] | |||||
Accounts receivable balance | |||||
Customer C [Member] | |||||
Accounts receivable balance | 34,011 | 34,011 | |||
Customer D [Member] | |||||
Accounts receivable balance | |||||
Customer E [Member] | |||||
Accounts receivable balance | |||||
Customer F [Member] | |||||
Accounts receivable balance | |||||
Custom G [Member] | |||||
Accounts receivable balance | |||||
Custom H [Member] | |||||
Accounts receivable balance | |||||
Custom I [Member] | |||||
Accounts receivable balance | |||||
Sales Revenue [Member] | Customer A [Member] | |||||
Concentration of credit risk | 29.00% | 0.00% | 60.00% | 0.00% | |
Sales Revenue [Member] | Customer B [Member] | |||||
Concentration of credit risk | 19.00% | 0.00% | 14.00% | 0.00% | |
Sales Revenue [Member] | Customer C [Member] | |||||
Concentration of credit risk | 23.00% | 0.00% | 0.00% | 0.00% | |
Sales Revenue [Member] | Customer D [Member] | |||||
Concentration of credit risk | 12.00% | 0.00% | 0.00% | 0.00% | |
Sales Revenue [Member] | Customer E [Member] | |||||
Concentration of credit risk | 0.00% | 29.00% | 0.00% | 12.00% | |
Sales Revenue [Member] | Customer F [Member] | |||||
Concentration of credit risk | 0.00% | 16.00% | 0.00% | 0.00% | |
Sales Revenue [Member] | Custom G [Member] | |||||
Concentration of credit risk | 0.00% | 12.00% | 0.00% | 0.00% | |
Sales Revenue [Member] | Custom H [Member] | |||||
Concentration of credit risk | 0.00% | 0.00% | 0.00% | 31.00% | |
Sales Revenue [Member] | Custom I [Member] | |||||
Concentration of credit risk | 0.00% | 14.00% | 0.00% | 0.00% | |
Product Revenue [Member] | Suppliers A [Member] | |||||
Concentration of credit risk | 11.00% | 0.00% | 0.00% | 0.00% | |
Product Revenue [Member] | Suppliers B [Member] | |||||
Concentration of credit risk | 15.00% | 0.00% | 10.00% | 0.00% | |
Product Revenue [Member] | Suppliers C [Member] | |||||
Concentration of credit risk | 18.00% | 0.00% | 0.00% | 0.00% | |
Product Revenue [Member] | Suppliers D [Member] | |||||
Concentration of credit risk | 0.00% | 17.00% | 0.00% | 0.00% | |
Product Revenue [Member] | Suppliers E [Member] | |||||
Concentration of credit risk | 0.00% | 14.00% | 0.00% | 0.00% | |
Product Revenue [Member] | Suppliers F [Member] | |||||
Concentration of credit risk | 0.00% | 0.00% | 0.00% | 15.00% | |
Product Revenue [Member] | Suppliers G [Member] | |||||
Concentration of credit risk | 0.00% | 0.00% | 26.00% | 0.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Pronouncements - Schedule of Components of Inventories (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Raw materials | $ 116,953 | $ 116,329 |
Work in process | 45,585 | 845,218 |
Finished goods | 9,643 | 10,266 |
Inventory net | $ 172,180 | $ 971,813 |
Summary of Significant Accoun_7
Summary of Significant Accounting Pronouncements - Schedule of Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Less: Accumulated Depreciation | $ (77,465) | $ (63,642) |
Property and Equipment, Net | 35,560 | 15,199 |
Office Equipment [Member] | ||
Property and Equipment, Gross | $ 113,025 | $ 78,851 |
Summary of Significant Accoun_8
Summary of Significant Accounting Pronouncements - Schedule of Fair Value of Derivative Instruments on Recurring Basis (Details) | Sep. 30, 2020USD ($) |
Level I [Member] | |
Derivative Liabilities | |
Total | |
Level II [Member] | |
Derivative Liabilities | |
Total | |
Level III [Member] | |
Derivative Liabilities | 2,250,953 |
Total | $ 2,250,953 |
Summary of Significant Accoun_9
Summary of Significant Accounting Pronouncements - Schedule of Foreign Exchange Rates (Details) - Hong Kong, Dollars [Member] | Sep. 30, 2020 |
Balance Sheet Date [Member] | |
Foreign currency exchange rate | 0.1290 |
Average Rate for Statements of Operations and Comprehensive Loss [Member] | |
Foreign currency exchange rate | .1289 |
Summary of Significant Accou_10
Summary of Significant Accounting Pronouncements - Schedule of Antidilutive Securities (Details) | 9 Months Ended |
Sep. 30, 2020shares | |
Anti-dilutive shares of common stock | 974,405,875 |
Common Stock to be Issued [Member] | |
Anti-dilutive shares of common stock | 1,350 |
Convertible Preferred Stock [Member] | |
Anti-dilutive shares of common stock | 9,421,359,558 |
Convertible Notes Payable [Member] | |
Anti-dilutive shares of common stock | 322,697,849 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 10,417 | $ 10,417 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) | Sep. 30, 2020USD ($) |
Accumulated amortization | $ (10,417) |
Net carrying amount | 140,624 |
Patents and License Rights [Member] | |
Gross carrying amount | $ 151,041 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Aug. 03, 2020 | Jul. 29, 2020 | Jul. 22, 2020 | Jul. 15, 2020 | Jul. 10, 2020 | Jul. 08, 2020 | Jun. 30, 2020 | Jun. 11, 2020 | Jun. 02, 2020 | May 28, 2020 | May 07, 2020 | May 05, 2020 | May 04, 2020 | Apr. 28, 2020 | Apr. 27, 2020 | Apr. 12, 2020 | Mar. 09, 2020 | Feb. 26, 2020 | Jan. 08, 2020 | Nov. 27, 2019 | Aug. 23, 2019 | Aug. 21, 2019 | May 29, 2019 | Dec. 05, 2018 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 26, 2020 | Jul. 09, 2020 | Jun. 25, 2020 | Oct. 19, 2018 | Aug. 18, 2017 |
Debt instrument interest rate | 7.75% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||||||||||||||||||||||
Number of securities called by warrants | 106,528,473 | 106,528,473 | ||||||||||||||||||||||||||||||
Unamortized discounts | $ 682,982 | $ 682,982 | ||||||||||||||||||||||||||||||
Amortization of the debt discounts | $ 1,413,096 | |||||||||||||||||||||||||||||||
Debt converted face value | $ 1,585,937 | |||||||||||||||||||||||||||||||
Debt converted shares issued | 181,993,984 | |||||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 26, 2020 | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ 0.0016 | $ 0.0016 | ||||||||||||||||||||||||||||||
Proceeds from convertible notes | $ 289,000 | |||||||||||||||||||||||||||||||
Initial derivative liability | 8,743,231 | $ 2,250,953 | 2,250,953 | |||||||||||||||||||||||||||||
Principal payments | 82,757 | $ 10,193 | ||||||||||||||||||||||||||||||
15% Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 15.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 70.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | $ 2,086 | $ 2,086 | $ 2,086 | |||||||||||||||||||||||||||||
Threshold description | This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for the thirty prior trading days including the day upon which a notice of conversion is received | |||||||||||||||||||||||||||||||
12% Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 0.00% | 0.00% | |||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | $ 132,750 | |||||||||||||||||||||||||||||||
Number of securities called by warrants | 2,212,500 | |||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.03 | |||||||||||||||||||||||||||||||
Warrants expiration term | 5 years | |||||||||||||||||||||||||||||||
Debt instrument carrying value | 66,176 | |||||||||||||||||||||||||||||||
Unamortized discounts | 66,574 | |||||||||||||||||||||||||||||||
Debt converted face value | $ 132,750 | |||||||||||||||||||||||||||||||
Debt converted accrued interest | $ 7,943 | |||||||||||||||||||||||||||||||
Debt converted shares issued | 83,214,457 | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ 0.0017 | $ 0.0017 | ||||||||||||||||||||||||||||||
12% Convertible Promissory Note [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | $ 66,574 | |||||||||||||||||||||||||||||||
12% Convertible Promissory Note One [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 70.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 798,750 | 0 | $ 0 | |||||||||||||||||||||||||||||
Debt converted face value | 798,750 | |||||||||||||||||||||||||||||||
Debt converted accrued interest | $ 147,549 | |||||||||||||||||||||||||||||||
Debt converted shares issued | 496,756,528 | |||||||||||||||||||||||||||||||
Debt instrument maturity date | Feb. 26, 2021 | |||||||||||||||||||||||||||||||
Threshold description | This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ 0.0019 | $ 0.0019 | ||||||||||||||||||||||||||||||
12% Convertible Promissory Note Two [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 70.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 155,632 | $ 0 | $ 0 | |||||||||||||||||||||||||||||
Debt converted face value | 155,632 | |||||||||||||||||||||||||||||||
Debt converted accrued interest | $ 48,306 | |||||||||||||||||||||||||||||||
Debt converted shares issued | 219,963,737 | |||||||||||||||||||||||||||||||
Debt instrument maturity date | Aug. 21, 2020 | |||||||||||||||||||||||||||||||
Threshold description | This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ 0.0009 | $ 0.0009 | ||||||||||||||||||||||||||||||
12% Convertible Note Promissory Three [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | $ 80,000 | $ 80,000 | $ 80,000 | |||||||||||||||||||||||||||||
Debt instrument carrying value | 53,333 | |||||||||||||||||||||||||||||||
Unamortized discounts | $ 26,667 | |||||||||||||||||||||||||||||||
Threshold description | This note matures 6 months after the Issuance Date. This note is convertible into shares of the Company's common stock beginning on the Issuance Date at $.25 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.25 or 50% of the lowest trading price for the thirty trading days prior to the conversion. | |||||||||||||||||||||||||||||||
Maturity date, description | This note matures 6 months after the Issuance Date. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ 0.25 | |||||||||||||||||||||||||||||||
Debt instrument, term | 6 months | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Three [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 25.00% | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Three [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 50.00% | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Three [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | 26,667 | |||||||||||||||||||||||||||||||
Interest expense | 26,667 | |||||||||||||||||||||||||||||||
22% Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 22.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 70.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 352,695 | 0 | $ 0 | |||||||||||||||||||||||||||||
Debt converted face value | 352,695 | |||||||||||||||||||||||||||||||
Debt converted accrued interest | $ 89,295 | |||||||||||||||||||||||||||||||
Debt converted shares issued | 273,028,909 | |||||||||||||||||||||||||||||||
Threshold description | This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ 0.0016 | $ 0.0016 | ||||||||||||||||||||||||||||||
22% Convertible Note Promissory One [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 22.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 70.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 67 | $ 67 | $ 67 | |||||||||||||||||||||||||||||
15% Convertible Promissory Note One [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 15.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 50.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 60,000 | 60,000 | 60,000 | |||||||||||||||||||||||||||||
Debt instrument carrying value | 11,500 | 25,000 | 25,000 | |||||||||||||||||||||||||||||
Unamortized discounts | 48,500 | 35,000 | 35,000 | |||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 27, 2021 | |||||||||||||||||||||||||||||||
Threshold description | This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. | |||||||||||||||||||||||||||||||
15% Convertible Promissory Note One [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | 13,500 | |||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 70.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 14,831 | 14,831 | 14,831 | |||||||||||||||||||||||||||||
Debt instrument maturity date | May 23, 2020 | |||||||||||||||||||||||||||||||
Threshold description | This note matures on April 27, 2021 and is convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which a conversion notice is received by the Company. | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Four [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 58.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 53,000 | 53,000 | 53,000 | |||||||||||||||||||||||||||||
Debt instrument carrying value | 10,158 | 22,083 | 22,083 | |||||||||||||||||||||||||||||
Unamortized discounts | 42,842 | 30,917 | 30,917 | |||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 58% multiplied by the lowest closing bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | |||||||||||||||||||||||||||||||
Maturity date, description | This note matures 12 months after the date of issuance. | |||||||||||||||||||||||||||||||
Debt instrument, term | 12 months | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Four [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | 11,925 | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Five [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 58.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 110,000 | 110,000 | 110,000 | |||||||||||||||||||||||||||||
Number of securities called by warrants | 3,666,666 | |||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.015 | |||||||||||||||||||||||||||||||
Warrants expiration term | 5 years | |||||||||||||||||||||||||||||||
Debt instrument carrying value | 18,860 | 44,229 | 44,229 | |||||||||||||||||||||||||||||
Unamortized discounts | 91,140 | 65,771 | 65,771 | |||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lower of $0.50 or 58% multiplied by the average of the two lowest closing trading price or bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | |||||||||||||||||||||||||||||||
Maturity date, description | This note matures 12 months after the date of issuance. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ 0.50 | |||||||||||||||||||||||||||||||
Debt instrument, term | 6 months | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Five [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | 25,369 | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Six [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 50.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 162,000 | 162,000 | 162,000 | |||||||||||||||||||||||||||||
Number of securities called by warrants | 4,325,000 | |||||||||||||||||||||||||||||||
Warrants exercise price | $ .02 | |||||||||||||||||||||||||||||||
Warrants expiration term | 5 years | |||||||||||||||||||||||||||||||
Debt instrument carrying value | 62,100 | 135,000 | 135,000 | |||||||||||||||||||||||||||||
Unamortized discounts | 99,900 | 27,000 | 27,000 | |||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the Issuance Date at $03 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.03 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. | |||||||||||||||||||||||||||||||
Maturity date, description | This note matures 6 months after the Issuance Date. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ .03 | |||||||||||||||||||||||||||||||
Debt instrument, term | 6 months | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Six [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | 72,900 | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Seven [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 50.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 30,000 | 30,000 | 30,000 | |||||||||||||||||||||||||||||
Debt instrument carrying value | 5,000 | 11,875 | 11,875 | |||||||||||||||||||||||||||||
Unamortized discounts | 25,000 | 18,125 | 18,125 | |||||||||||||||||||||||||||||
Debt instrument maturity date | May 7, 2021 | |||||||||||||||||||||||||||||||
Threshold description | Convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which a conversion notice is received by the Company. | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Seven [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | 6,875 | |||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | ||||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 70.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 115,500 | 433 | $ 433 | |||||||||||||||||||||||||||||
Debt instrument carrying value | 56,306 | |||||||||||||||||||||||||||||||
Unamortized discounts | 59,194 | |||||||||||||||||||||||||||||||
Debt converted face value | 115,067 | |||||||||||||||||||||||||||||||
Debt converted accrued interest | $ 2,408 | |||||||||||||||||||||||||||||||
Debt converted shares issued | 88,500,000 | |||||||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 8, 2021 | |||||||||||||||||||||||||||||||
Threshold description | This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ 0.00133 | $ 0.00133 | ||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | $ 59,194 | |||||||||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | ||||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 70.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 296 | 296 | $ 296 | |||||||||||||||||||||||||||||
Threshold description | This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. | |||||||||||||||||||||||||||||||
15% Convertible Promissory Note Two [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 15.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 50.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 30,000 | 30,000 | 30,000 | |||||||||||||||||||||||||||||
Debt instrument carrying value | 3,250 | 10,000 | 10,000 | |||||||||||||||||||||||||||||
Unamortized discounts | 26,750 | 20,000 | 20,000 | |||||||||||||||||||||||||||||
Debt instrument maturity date | May 28, 2021 | |||||||||||||||||||||||||||||||
Threshold description | Convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which a conversion notice is received by the Company. | |||||||||||||||||||||||||||||||
15% Convertible Promissory Note Two [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | 6,750 | |||||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | ||||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 70.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 31,043 | 0 | $ 0 | |||||||||||||||||||||||||||||
Debt converted face value | 31,043 | |||||||||||||||||||||||||||||||
Debt converted accrued interest | $ 53,337 | |||||||||||||||||||||||||||||||
Debt converted shares issued | 86,262,262 | |||||||||||||||||||||||||||||||
Threshold description | This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||
12% Convertible Note Promissory Eight [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 50.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 127,500 | $ 127,500 | $ 127,500 | |||||||||||||||||||||||||||||
Number of securities called by warrants | 6,375,000 | |||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.02 | |||||||||||||||||||||||||||||||
Warrants expiration term | 5 years | |||||||||||||||||||||||||||||||
Debt instrument carrying value | 27,625 | 85,000 | 85,000 | |||||||||||||||||||||||||||||
Unamortized discounts | 99,875 | 42,500 | 42,500 | |||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the Issuance Date at $0.025 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.025 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. | |||||||||||||||||||||||||||||||
Maturity date, description | This note matures 6 months after the Issuance Date. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ .025 | |||||||||||||||||||||||||||||||
Debt instrument, term | 6 months | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Eight [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | 57,375 | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Nine [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 58.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 53,000 | 53,000 | 53,000 | |||||||||||||||||||||||||||||
Debt instrument carrying value | 4,417 | 16,209 | 16,209 | |||||||||||||||||||||||||||||
Unamortized discounts | 48,583 | 36,791 | 36,791 | |||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 58% multiplied by the lowest closing bid price during the twenty- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | |||||||||||||||||||||||||||||||
Maturity date, description | This note matures 12 months after the date of issuance. | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Nine [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | 11,792 | |||||||||||||||||||||||||||||||
15% Convertible Promissory Note Three [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 15.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 50.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 129,500 | 12,950 | 12,950 | |||||||||||||||||||||||||||||
Number of securities called by warrants | 6,375,000 | |||||||||||||||||||||||||||||||
Warrants exercise price | $ .02 | |||||||||||||||||||||||||||||||
Debt instrument carrying value | 8,375 | 65,750 | 65,750 | |||||||||||||||||||||||||||||
Unamortized discounts | 121,125 | 63,750 | 63,750 | |||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the Issuance Date at $0.025 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.025 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. | |||||||||||||||||||||||||||||||
Maturity date, description | This note matures 6 months after the Issuance Date. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ 0.025 | |||||||||||||||||||||||||||||||
Debt instrument, term | 6 months | |||||||||||||||||||||||||||||||
15% Convertible Promissory Note Three [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | ||||||||||||||||||||||||||||||||
15% Convertible Promissory Note Four [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 15.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 5000.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 250,000 | 250,000 | 250,000 | |||||||||||||||||||||||||||||
Number of securities called by warrants | 12,500,000 | |||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.02 | |||||||||||||||||||||||||||||||
Debt instrument carrying value | 0 | 114,583 | 114,583 | |||||||||||||||||||||||||||||
Unamortized discounts | $ 250,000 | 135,417 | 135,417 | |||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the Issuance Date at $0.025 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.025 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. | |||||||||||||||||||||||||||||||
Maturity date, description | This note matures 6 months after the Issuance Date. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ 0.025 | |||||||||||||||||||||||||||||||
Debt instrument, term | 6 months | |||||||||||||||||||||||||||||||
15% Convertible Promissory Note Four [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | 114,583 | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Ten [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 45.00% | 55.00% | ||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 161,775 | 161,775 | ||||||||||||||||||||||||||||||
Debt instrument carrying value | 116,935 | 116,935 | ||||||||||||||||||||||||||||||
Unamortized discounts | $ 13,950 | 44,840 | 44,840 | |||||||||||||||||||||||||||||
Threshold description | This note matures 12 months after the Issuance Date. This note is convertible into shares of the Company's common stock beginning on the Issuance Date at 55% of the lowest trading price for the twenty-five trading days prior to the conversion. If the trading price cannot be calculated for such security on such date, the trading price shall be the fair market value as mutually determined by the Company and the investor for which the calculation of the trading price is required in order to determine the conversion price. | |||||||||||||||||||||||||||||||
Maturity date, description | This note matures 12 months after the Issuance Date. | |||||||||||||||||||||||||||||||
Debt instrument, term | 12 months | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 106,950 | $ 111,225 | ||||||||||||||||||||||||||||||
Proceeds from convertible notes | 85,000 | |||||||||||||||||||||||||||||||
Lender costs | 8,000 | |||||||||||||||||||||||||||||||
Debt instrument daily payment | 400 | |||||||||||||||||||||||||||||||
Initial debt discount | 85,000 | |||||||||||||||||||||||||||||||
Interest expense | 135,786 | |||||||||||||||||||||||||||||||
Initial derivative liability | $ 220,786 | |||||||||||||||||||||||||||||||
Principal payments | 56,400 | |||||||||||||||||||||||||||||||
12% Convertible Note Promissory Ten [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | 54,793 | |||||||||||||||||||||||||||||||
15% Convertible Promissory Note Five [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 15.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 50.00% | |||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 127,500 | 127,500 | ||||||||||||||||||||||||||||||
Number of securities called by warrants | 6,375,000 | |||||||||||||||||||||||||||||||
Warrants exercise price | $ .02 | |||||||||||||||||||||||||||||||
Debt instrument carrying value | 53,125 | 53,125 | ||||||||||||||||||||||||||||||
Unamortized discounts | $ 25,500 | 74,375 | 74,375 | |||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the Issuance Date at $0.011 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.025 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. | |||||||||||||||||||||||||||||||
Maturity date, description | This note matures 6 months after the Issuance Date. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ .025 | |||||||||||||||||||||||||||||||
Debt instrument, term | 6 months | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 127,500 | |||||||||||||||||||||||||||||||
Proceeds from convertible notes | $ 102,000 | 82,068 | ||||||||||||||||||||||||||||||
Initial debt discount | 82,068 | |||||||||||||||||||||||||||||||
Interest expense | 125,541 | |||||||||||||||||||||||||||||||
Initial derivative liability | 207,609 | |||||||||||||||||||||||||||||||
Warrant fair value | $ 19,932 | |||||||||||||||||||||||||||||||
15% Convertible Promissory Note Five [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Amortization of the debt discounts | 53,125 | |||||||||||||||||||||||||||||||
15% Convertible Promissory Note Six [Member] | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 15.00% | |||||||||||||||||||||||||||||||
Conversion price, percentage of discount on common share price | 50.00% | |||||||||||||||||||||||||||||||
Number of securities called by warrants | 12,750,000 | |||||||||||||||||||||||||||||||
Warrants exercise price | $ .01 | |||||||||||||||||||||||||||||||
Unamortized discounts | $ 25,500 | |||||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the Issuance Date at $0.011 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.025 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. | |||||||||||||||||||||||||||||||
Maturity date, description | This note matures 6 months after the Issuance Date. | |||||||||||||||||||||||||||||||
Debt instrument conversion price | $ .025 | |||||||||||||||||||||||||||||||
Debt instrument, term | 6 months | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 127,500 | |||||||||||||||||||||||||||||||
Proceeds from convertible notes | $ 100,000 | 61,733 | ||||||||||||||||||||||||||||||
Initial debt discount | 61,733 | |||||||||||||||||||||||||||||||
Interest expense | 136,506 | |||||||||||||||||||||||||||||||
Initial derivative liability | 198,239 | |||||||||||||||||||||||||||||||
Warrant fair value | $ 40,267 | |||||||||||||||||||||||||||||||
15% Convertible Promissory Note Six [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||||||
Debt instrument outstanding principal balance | 127,500 | 127,500 | ||||||||||||||||||||||||||||||
Debt instrument carrying value | 42,500 | 42,500 | ||||||||||||||||||||||||||||||
Unamortized discounts | $ 85,000 | 85,000 | ||||||||||||||||||||||||||||||
Amortization of the debt discounts | $ 42,500 |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of Convertible Note Balance (Details) | Sep. 30, 2020USD ($) |
Debt Disclosure [Abstract] | |
Principal balance | $ 1,544,489 |
Unamortized discount | (682,982) |
Ending balance, net | $ 861,507 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Derivative liabilities | $ 2,250,953 | |
Risk-Free Interest Rates [Member] | ||
Derivative liability, measurement input | 0.11 | |
Risk-Free Interest Rates [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 0.12 | |
Risk-Free Interest Rates [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 0.17 | |
Volatility [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 85 | |
Volatility [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 94 | |
Volatility [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 96 | |
Volatility [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 106 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities (Details) | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Derivative liability, beginning balance | $ 8,743,231 |
Issued during period | 626,534 |
Converted or paid | (7,308,426) |
Change in fair value recognized in operations | 189,614 |
Derivative liability, ending balance | $ 2,250,953 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Aug. 25, 2020USD ($)$ / sharesshares | Aug. 24, 2020USD ($) | Jul. 14, 2020USD ($) | Jun. 26, 2020USD ($)$ / sharesshares | Jun. 25, 2020USD ($) | Jun. 25, 2020USD ($) | Jun. 25, 2020USD ($) | Jun. 23, 2020USD ($) | Apr. 20, 2020USD ($) | Apr. 12, 2020USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 26, 2020 | Dec. 31, 2019USD ($) | Sep. 25, 2019USD ($) | Oct. 26, 2016USD ($) |
Notes payable to bank | $ 350,000 | $ 210,000 | ||||||||||||||||
Debt instrument interest rate | 7.75% | |||||||||||||||||
Notes payable | $ 1,316,102 | $ 1,316,102 | $ 1,316,102 | $ 542,406 | ||||||||||||||
Accrued interest | $ 350,000 | $ 259,418 | ||||||||||||||||
Debt instrument maturity | Dec. 26, 2020 | |||||||||||||||||
Proceeds from notes payable | $ 663,000 | |||||||||||||||||
Number of warrants issued to acquire shares of common stock | shares | 106,528,473 | 106,528,473 | 106,528,473 | |||||||||||||||
Convertible percentage | 0.12 | |||||||||||||||||
Convertible principal amount | $ / shares | $ 0.0016 | $ 0.0016 | $ 0.0016 | |||||||||||||||
Warrants issued to additional paid in capital | $ 531,507 | |||||||||||||||||
Amortization of the debt discount | $ 1,413,096 | |||||||||||||||||
Debt instrument unamortized discounts | 682,982 | $ 682,982 | 682,982 | |||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||
Debt instrument maturity | Apr. 20, 2022 | |||||||||||||||||
Loan from bank | $ 100,400 | 10,400 | 10,400 | 10,400 | ||||||||||||||
Bearing interest rate | 1.00% | |||||||||||||||||
Maturity date, description | The loan matures on April 20, 2022 and bears interest at a rate of 1.0% per annum, payable monthly beginning on November 20, 2020. | |||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||
Notes payable | 249,839 | 249,839 | 249,839 | |||||||||||||||
Debt instrument face amount | 750,000 | 750,000 | 750,000 | |||||||||||||||
Debt instrument unamortized discounts | $ 500,151 | $ 500,151 | 500,151 | |||||||||||||||
Promissory Note [Member] | Holder [Member] | ||||||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||||||
Debt instrument maturity | Aug. 24, 2021 | Jun. 25, 2021 | ||||||||||||||||
Debt instrument face amount | $ 750,000 | $ 203,000 | $ 203,000 | $ 203,000 | ||||||||||||||
Debt instrument description | Principal payments shall be made in six instalments of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. | Principal payments shall be made in six installments of $33,333 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. | ||||||||||||||||
Proceeds from notes payable | $ 663,000 | $ 176,000 | ||||||||||||||||
Legal fee | $ 87,000 | $ 27,000 | ||||||||||||||||
Warrants exercise price | $ / shares | $ 0.0061 | $ 2 | ||||||||||||||||
Number of warrants issued to acquire shares of common stock | shares | 122,950,819 | 10,000,000 | ||||||||||||||||
Convertible principal amount | $ / shares | $ 0.02 | |||||||||||||||||
Warrants term | 5 years | |||||||||||||||||
Warrants issued description | In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 10,000,000 shares of common stock at an exercise price of $02, subject to adjustments and expires on the five-year anniversary of the Issue Date. | |||||||||||||||||
Interest expense | 9,063 | |||||||||||||||||
Warrants issued to additional paid in capital | 471,307 | |||||||||||||||||
Amortization of the debt discount | $ 49,094 | |||||||||||||||||
Promissory Note [Member] | Six Instalments [Member] | Holder [Member] | ||||||||||||||||||
Accrued interest | $ 125,000 | $ 33,333 | ||||||||||||||||
Promissory Note [Member] | Loan and Securities Purchase Agreement [Member] | Lender [Member] | ||||||||||||||||||
Debt instrument interest rate | 18.00% | |||||||||||||||||
Notes payable | $ 210,000 | |||||||||||||||||
Debt instrument description | For the first nine months interest may accrue on a monthly basis, and the Company has the option to pay the monthly interest or add such interest to the principal balance of the note. Commencing on the tenth month of the note, all accrued interest, if any, shall be added to the principal amount of the note, and interest on the new principal amount shall become due and payable on a monthly basis. Should the Company default on making any interest payments following the initial nine-months, or paying the note by the Maturity Date, the note shall automatically be converted into an 18% convertible debenture. | |||||||||||||||||
Proceeds from notes payable | $ 175,000 | |||||||||||||||||
Maturity date, description | The note carries an interest rate of 18% and matures and is due in one lump sum on the 24- month anniversary (the "Maturity Date") of the Execution Date. | |||||||||||||||||
Original discount | $ 35,000 | |||||||||||||||||
Promissory Note [Member] | Maximum [Member] | ||||||||||||||||||
Debt instrument interest rate | 3.25% | 3.25% | 3.25% | |||||||||||||||
Promissory Note [Member] | Minimum [Member] | ||||||||||||||||||
Debt instrument interest rate | 6.50% | 6.50% | 6.50% | |||||||||||||||
PCTI [Member] | ||||||||||||||||||
Notes payable | $ 150,646 | $ 150,646 | $ 150,646 | 174,444 | ||||||||||||||
PCTI [Member] | Personal Guarantee of Chis [Member] | ||||||||||||||||||
Notes payable | $ 347,588 | $ 347,588 | $ 347,588 | $ 349,962 | ||||||||||||||
Economic Injury Disaster Loan [Member] | ||||||||||||||||||
Debt instrument description | The first payment due is deferred one year. | |||||||||||||||||
Proceeds from notes payable | $ 10,000 | |||||||||||||||||
Debt instrument forgiveness | $ 10,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Sub total notes payable | $ 1,316,102 | $ 542,406 |
Less long-term portion, net of discount | 290,140 | |
Current portion of notes payable, net of discount | 1,025,962 | 524,406 |
Note Payable [Member] | ||
Sub total notes payable | 156,648 | 174,444 |
Note Payable One [Member] | ||
Sub total notes payable | 341,400 | 349,926 |
Economic Injury Disaster Loan [Member] | ||
Sub total notes payable | 10,000 | |
Paycheck Protection Programloan [Member] | ||
Sub total notes payable | 100,400 | |
Note Payable Two [Member] | ||
Sub total notes payable | 45,000 | |
Other [Member] | ||
Sub total notes payable | 50,000 | |
Note Payable Three [Member] | ||
Sub total notes payable | 179,740 | |
Note Payable Four [Member] | ||
Sub total notes payable | 183,065 | |
Note Payable Five [Member] | ||
Sub total notes payable | $ 249,839 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Apr. 12, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 26, 2020 |
Debt instrument interest rate | 7.75% | |||
Debt instrument maturity | Dec. 26, 2020 | |||
Debt instrument discount | $ 682,982 | |||
Note Payable [Member] | ||||
Debt instrument interest rate | 7.75% | 7.75% | ||
Debt instrument maturity | Dec. 26, 2020 | Dec. 26, 2020 | ||
Note Payable One [Member] | ||||
Debt instrument interest rate | 6.50% | 6.50% | ||
Debt instrument maturity | Dec. 26, 2020 | Dec. 26, 2020 | ||
Note Payable Two [Member] | ||||
Debt instrument interest rate | 8.00% | 8.00% | ||
Debt instrument maturity | Jan. 5, 2020 | Jan. 5, 2022 | ||
Other [Member] | ||||
Debt instrument interest rate | 6.00% | 6.00% | ||
Note Payable Three [Member] | ||||
Debt instrument interest rate | 18.00% | 18.00% | ||
Debt instrument maturity | Jun. 23, 2022 | Jun. 23, 2022 | ||
Debt instrument face value | $ 210,000 | $ 210,000 | ||
Debt instrument discount | $ 30,260 | $ 30,260 | ||
Note Payable Four [Member] | ||||
Debt instrument interest rate | 12.00% | 12.00% | ||
Debt instrument maturity | Jun. 25, 2021 | Jun. 25, 2021 | ||
Debt instrument face value | $ 203,000 | $ 203,000 | ||
Debt instrument discount | $ 19,935 | $ 19,935 | ||
Note Payable Five [Member] | ||||
Debt instrument interest rate | 12.00% | 12.00% | ||
Debt instrument maturity | Aug. 24, 2021 | Aug. 24, 2021 | ||
Debt instrument face value | $ 750,000 | $ 750,000 | ||
Debt instrument discount | $ 500,151 | $ 500,151 |
Deferred Liability (Details Nar
Deferred Liability (Details Narrative) - USD ($) | Sep. 03, 2020 | Sep. 30, 2020 | Sep. 02, 2020 | Dec. 31, 2019 |
Deferred liability | $ 750,000 | |||
PCTI [Member] | Exchange Agreement [Member] | ||||
Deferred liability | $ 75,000 | |||
Deferred liability payment percentage | 3.00% | |||
Deferred liability description | PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the Agreement. Payments are due ninety (90) days after each calendar quarter, with the first payment due on or before March 31, 2021. |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) | Aug. 28, 2020USD ($)$ / sharesshares | Jun. 25, 2020 | Feb. 28, 2020USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares |
Number of shares of common stock, share | $ | $ 5,000 | $ 4,286,652 | |||
Convertible percentage | 0.12 | ||||
Common stock shares outstanding | 3,140,453,186 | 0 | |||
Convertible principal amount | $ / shares | $ 0.0016 | ||||
Accrued liabilities - related party | $ | $ 10,308 | $ 27,909 | |||
Series C Preferred Stock [Member] | CEO [Member] | |||||
Common stock issued during the period, shares | 2,500 | ||||
Mr Conway [Member] | Series D Preferred Stock [Member] | |||||
Common stock issued during the period, shares | 1,333 | ||||
Convertible percentage | 0.0667 | ||||
Mr Conway [Member] | Series E Preferred Stock [Member] | |||||
Common stock issued during the period, shares | 500 | ||||
Common stock shares outstanding | 3,107,037,634 | ||||
Convertible principal amount | $ / shares | $ 621,253,401 | ||||
Common stock price per share | $ / shares | $ 0.0065 | ||||
Common stock value outstanding | $ | $ 4,286,648 | ||||
Employment Agreement [Member] | Mr Conway [Member] | |||||
Annual salary | $ | $ 120,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Expenses to Officers (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total | $ 129,271 | $ 129,271 | ||
CEO [Member] | ||||
Total | 96,771 | 96,771 | ||
President Subsidiary [Member] | ||||
Total | $ 32,500 | $ 32,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Sep. 02, 2020USD ($) | Jul. 29, 2020USD ($) | Jul. 24, 2020USD ($) | Jul. 10, 2020USD ($) | Oct. 25, 2019USD ($)ft² | Nov. 20, 2018USD ($) | Feb. 01, 2018USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 04, 2019USD ($) |
Notes payable | $ 1,316,102 | $ 542,406 | ||||||||
Licensing Agreement [Member] | ||||||||||
Patents and the non-exclusive rights | $ 250,000 | $ 250,000 | ||||||||
Royalty percentage | 7.00% | |||||||||
Consulting Agreement [Member] | ||||||||||
Consulting services | $ 10,000 | |||||||||
Salman J. Chaudhry [Member] | Separation Agreement [Member] | ||||||||||
Outstanding fees | $ 227,200 | |||||||||
Notes payable | 162,085 | 162,085 | ||||||||
PCTI [Member] | ||||||||||
Industrial space total square feet | ft² | 11,800 | |||||||||
Lease term description | December 1, 2019 and expires on November 30, 2022. | |||||||||
Lease amount | $ 7,000 | |||||||||
Payment month on month basis | $ 3,400 | |||||||||
Notes payable | $ 150,646 | $ 174,444 | ||||||||
PCTI [Member] | Consulting Agreement One [Member] | ||||||||||
Consulting services | $ 10,000 | |||||||||
Agreement description | Three- month consulting agreement | |||||||||
PCTI [Member] | Performance Solutions Agreement [Member] | ||||||||||
Consulting services | $ 5,000 | |||||||||
Agreement description | Three-month Performance Solutions Agreement | |||||||||
PCTI [Member] | Exchange Agreement [Member] | ||||||||||
Consulting services | $ 750,000 | |||||||||
Agreement description | PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the Agreement |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Aug. 28, 2020 | Jul. 10, 2020 | Jul. 07, 2020 | Jul. 07, 2020 | Apr. 12, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Conversion of convertible debt, aggregate principal | $ 1,585,937 | |||||||
Conversion of convertible debt, accrued interest | $ 350,000 | $ 259,418 | ||||||
Conversion of convertible debt, shares issued | 181,993,984 | |||||||
Conversion of convertible debt, conversion price | $ 0.0016 | $ 0.0016 | ||||||
Number of warrants issued to acquire shares of common stock | 106,528,473 | 106,528,473 | ||||||
Common stock, authorized | 4,990,000,000 | 4,990,000,000 | 4,990,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, issued | 3,140,453,186 | 3,140,453,186 | 0 | |||||
Common stock, outstanding | 3,140,453,186 | 3,140,453,186 | 0 | |||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Series C Preferred Stock [Member] | ||||||||
Preferred stock, authorized | 50,000 | 50,000 | 50,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | 50,000 | 50,000 | 47,500 | |||||
Preferred stock, shares outstanding | 50,000 | 50,000 | 47,500 | |||||
Series D Preferred Stock [Member] | ||||||||
Preferred stock, authorized | 20,000 | 20,000 | 20,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | 20,000 | 20,000 | 18,667 | |||||
Preferred stock, shares outstanding | 20,000 | 20,000 | 18,667 | |||||
Series E Preferred Stock [Member] | ||||||||
Preferred stock, authorized | 2,500 | 2,500 | 2,500 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | 1,000 | 1,000 | 500 | |||||
Preferred stock, shares outstanding | 1,000 | 1,000 | 500 | |||||
Certificates of Designation [Member] | Series C Preferred Stock [Member] | ||||||||
Designation of preferred stock | 50,000 | |||||||
Voting rights | Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company's preferred remain designated as Series C Preferred Stock. The holders of Series C Preferred Stock have no conversion rights and no dividend rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote. | |||||||
Certificates of Designation [Member] | Series D Preferred Stock [Member] | ||||||||
Designation of preferred stock | 20,000 | |||||||
Voting rights | Under the terms of the Certificate of Designation of Series D Preferred Stock, 20,000 shares of the Company's preferred stock have been designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not be entitled to receive dividends. The holders as a group may, at any time convert all of the shares of Series D Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 3. Except as provided in the Certificate of Designation or as otherwise required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. The Series D Convertible Preferred Stock shall not bear any liquidation rights. | |||||||
Certificates of Designation [Member] | Series E Preferred Stock [Member] | ||||||||
Designation of preferred stock | 3,000 | |||||||
Optional redemption per share | $ 1,000 | |||||||
Securities Purchase Agreement [Member] | Series C Preferred Stock [Member] | PCTI [Member] | ||||||||
Number of shares of common stock | 47,500 | |||||||
Securities Purchase Agreement [Member] | Series D Preferred Stock [Member] | PCTI [Member] | ||||||||
Number of shares of common stock | 18,667 | |||||||
Securities Purchase Agreement [Member] | Series D Preferred Stock [Member] | PCTI [Member] | Mr. Convay [Member] | ||||||||
Number of shares of common stock | 2,500 | |||||||
Securities Purchase Agreement [Member] | Series E Preferred Stock [Member] | PCTI [Member] | ||||||||
Number of shares of common stock | 500 | |||||||
Employment Agreement [Member] | Series D Preferred Stock [Member] | Mr. Convay [Member] | ||||||||
Number of shares of common stock | 1,333 | |||||||
Employment Agreement [Member] | Series E Preferred Stock [Member] | Mr. Convay [Member] | ||||||||
Number of shares of common stock | 500 |
Operating Lease Right-of-use _3
Operating Lease Right-of-use Assets And Operating Lease Liabilities (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Lease expiration date | Nov. 30, 2022 | ||||
Operating lease, incremental borrowing rate | 7.50% | 7.50% | |||
Operating lease expense | $ 21,278 | $ 21,125 | $ 63,278 | $ 63,375 | |
Operating lease right-of-use assets | 167,500 | 167,500 | |||
Operating lease liabilities | $ 167,500 | $ 167,500 | |||
Accounting Standards Update 2016-02 [Member] | |||||
Operating lease right-of-use assets | 185,139 | 185,139 | |||
Operating lease liabilities | $ 185,139 | $ 185,139 |
Operating Lease Right-of-use _4
Operating Lease Right-of-use Assets And Operating Lease Liabilities - Schedule of Right-of- Use Assets (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Office and warehouse lease | $ 185,139 | |
Less accumulated amortization | (17,639) | |
Right-of-us assets, net | $ 167,500 |
Operating Lease Right-of-use _5
Operating Lease Right-of-use Assets And Operating Lease Liabilities - Schedule of Operating Lease Liabilities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Lease liability | $ 167,500 | |
Less current portion | (73,945) | |
Long term portion | $ 93,555 |
Operating Lease Right-of-use _6
Operating Lease Right-of-use Assets And Operating Lease Liabilities - Schedule of Maturity of Lease Liabilities (Details) | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
For the three months ending December 31, 2020 | $ 21,000 |
For the year ending December 31, 2021 | 84,000 |
For the eleven months ending November 30, 2022 | 77,000 |
Total | 182,000 |
Less: present value discount | (14,500) |
Lease liability | $ 167,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 20, 2020 | Nov. 16, 2020 | Nov. 13, 2020 | Aug. 25, 2020 | Aug. 24, 2020 | Jun. 26, 2020 | Jun. 25, 2020 | Apr. 12, 2020 | Nov. 20, 2020 | Sep. 30, 2020 | Dec. 26, 2020 | Nov. 19, 2020 |
Debt instrument interest rate | 7.75% | |||||||||||
Debt instrument maturity | Dec. 26, 2020 | |||||||||||
Number of warrants issued to acquire shares of common stock | 106,528,473 | |||||||||||
Promissory Note [Member] | ||||||||||||
Debt instrument face amount | $ 750,000 | |||||||||||
Promissory Note [Member] | Holder [Member] | ||||||||||||
Debt instrument face amount | $ 750,000 | $ 203,000 | ||||||||||
Debt instrument interest rate | 12.00% | |||||||||||
Debt instrument maturity | Aug. 24, 2021 | Jun. 25, 2021 | ||||||||||
Debt instrument, description | Principal payments shall be made in six instalments of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. | Principal payments shall be made in six installments of $33,333 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. | ||||||||||
Legal fee | $ 87,000 | $ 27,000 | ||||||||||
Number of warrants issued to acquire shares of common stock | 122,950,819 | 10,000,000 | ||||||||||
Warrants exercise price | $ 0.0061 | $ 2 | ||||||||||
Promissory Note [Member] | Investor [Member] | ||||||||||||
Debt instrument, description | This note is convertible into shares of the Company's common stock beginning on the Issuance Date at $0.01 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.01 or the volume weighted average price of the common stock during the five (5) Trading Day period ending on the day prior to conversion. | |||||||||||
Subsequent Event [Member] | ||||||||||||
Number of shares of common stock | 123,357,984 | |||||||||||
Common stock upon the conversion | $ 293,449 | |||||||||||
Subsequent Event [Member] | Holder [Member] | ||||||||||||
Number of shares issued upon exercise of warrants | 2 | |||||||||||
Number of warrants issued to acquire shares of common stock | 125,000,000 | 125,000,000 | ||||||||||
Warrants exercise price | $ 0.008 | $ 0.008 | ||||||||||
Subsequent Event [Member] | Promissory Note [Member] | Holder [Member] | ||||||||||||
Debt instrument face amount | $ 1,000,000 | |||||||||||
Debt instrument interest rate | 12.00% | |||||||||||
Debt instrument maturity | Nov. 13, 2021 | |||||||||||
Debt instrument, description | Principal payments shall be made in six instalments of $166,667 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Company received proceeds of $890,000 on November 20, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $110,000. In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 125,000,000 shares of common stock at an exercise price of $0.008, subject to adjustments and expires on the five-year anniversary of the Issue Date. | |||||||||||
Proceeds received | $ 890,000 | |||||||||||
Legal fee | $ 110,000 | |||||||||||
Subsequent Event [Member] | Promissory Note [Member] | Investor [Member] | ||||||||||||
Debt instrument face amount | $ 250,000 | |||||||||||
Debt instrument interest rate | 15.00% | |||||||||||
Debt instrument, description | Principal payments shall be made in six instalments of $57,500 commencing May 21, 2021, and continuing each 30 days thereafter for 4 months. | |||||||||||
Number of warrants issued to acquire shares of common stock | 35,000,000 | |||||||||||
Warrants exercise price | $ 0.25 | |||||||||||
Original discounts | $ 50,000 |