Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 27, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Worksport, Ltd | |
Entity Central Index Key | 0001096275 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 56,829,916 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 21,111 | $ 11,993 |
Accounts receivable | 38,380 | 2,974 |
Other receivable | 132,641 | 64,821 |
Inventory | 53,020 | 113,156 |
Prepaid expenses and deposits | 274,346 | 60,741 |
Total Current Assets | 519,498 | 253,685 |
Investment (note 6) | 24,423 | 15,658 |
Property and Equipment, net | 93,103 | 94,695 |
Right-of-use Asset, net (note 7) | 49,585 | 60,125 |
Intangible Assets, net | 56,120 | 57,145 |
Total Assets | 742,729 | 481,308 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 946,509 | 969,321 |
Payroll taxes payable | 22,783 | 36,844 |
Related party loan (note 12) | 32,737 | 28,638 |
Current portion of notes payable (note 4(a)) | 367,058 | 267,881 |
Loan payable (note 14) | 60,906 | |
Current lease liability (note 7) | 22,722 | 22,000 |
Total Current Liabilities | 1,452,715 | 1,324,684 |
Long Term - Lease Liability (note 7) | 26,862 | 39,185 |
Long Term - Notes Payable (note 4(b)) | 45,774 | |
Total Liabilities | 1,525,351 | 1,363,869 |
Shareholders' Deficit | ||
Series A & B Preferred Stock, $0.0001 par value, 1,100,000 shares authorized, 1,000 Series A and 0 Series B shares issued and outstanding, respectively, | 1 | |
Common stock, $0.0001 par value, 299,000,000 shares authorized, 52,729,916 and 41,906,790 shares issued and outstanding, respectively | 5,273 | 4,191 |
Additional paid-in capital | 9,996,390 | 8,642,423 |
Share subscriptions receivable | (1,577) | (1,577) |
Share subscriptions payable | 1,248,735 | 2,159,395 |
Accumulated deficit | (12,022,864) | (11,678,413) |
Cumulative translation adjustment | (8,580) | (8,580) |
Total Shareholders' Deficit | (782,622) | (882,561) |
Total Liabilities and Shareholders' Deficit | $ 742,729 | $ 481,308 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 299,000,000 | 299,000,000 |
Common stock, shares issued | 52,729,916 | 41,906,790 |
Common stock, shares outstanding | 52,729,916 | 41,906,790 |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 1,100,000 | 1,100,000 |
Preferred Stock, shares issued | 1,000 | 0 |
Preferred Stock, shares outstanding | 1,000 | 0 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 1,100,000 | 1,100,000 |
Preferred Stock, shares issued | 1,000 | 0 |
Preferred Stock, shares outstanding | 1,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Net Sales | $ 66,102 | $ 516,696 | $ 107,129 | $ 1,088,974 |
Cost of Goods Sold | 58,883 | 371,686 | 85,894 | 804,634 |
Gross Profit | 7,219 | 145,010 | 21,235 | 284,340 |
Operating Expenses | ||||
General and administrative | 12,824 | 17,216 | 46,730 | 57,787 |
Sales and marketing | 7,921 | 22,551 | 10,747 | 49,919 |
Professional fees | 119,469 | 101,482 | 228,934 | 273,984 |
(Gain) loss on foreign exchange | 282 | (6,928) | (7,444) | (20,726) |
Total operating expenses | 140,496 | 134,321 | 278,967 | 360,964 |
Loss from operations | (133,277) | 10,689 | (257,732) | (76,624) |
Other Income (Expense) | ||||
Interest expense | (58,908) | (12,437) | (86,719) | (51,596) |
Total other income (expense) | (58,908) | (12,437) | (86,719) | (51,596) |
Net Loss | (192,185) | (1,748) | (344,451) | (128,220) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustment | (29,176) | (20,011) | ||
Comprehensive Loss | $ (192,185) | $ (30,924) | $ (344,451) | $ (148,231) |
Loss per Share Basic and Diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted Average Number of Shares (basic and diluted) | 49,337,497 | 39,897,421 | 47,210,228 | 32,490,220 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Activities | ||
Net Loss | $ (344,451) | $ (128,220) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 13,157 | 951 |
Interest on lease liability | 2,789 | |
Amortization of debt discount | 42,038 | |
Amortization on OID interest | 3,735 | |
Shares issued for services | 69,210 | |
Total items not involving cash flow from operating activities | (213,522) | (127,271) |
Changes in operating assets and liabilities (note 5) | (16,031) | 227,167 |
Net cash provided by (used in) operating activities | (229,553) | 99,896 |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (1,198) | |
Purchase of investment (note 6) | (8,764) | |
Net cash used in investing activities | (8,764) | (1,198) |
Financing Activities | ||
Issuance of common stock for cash | 30,000 | |
Proceeds from loan payable | 60,836 | |
Proceeds from notes payable (note 4(b)) | 182,500 | 11,058 |
Shareholder assumption of debt | 4,099 | (11,058) |
Repayment of shareholder loans | (4,312) | |
Net cash provided by financing activities | 247,435 | 25,688 |
Effects of exchange rate changes on cash | (20,011) | |
Changes in cash | 9,118 | 104,375 |
Cash and cash equivalents - beginning of year | 11,993 | 25,323 |
Cash and cash equivalents - end of period | 21,111 | 129,698 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 7,400 | 42,608 |
Supplemental disclosure of non-cash flow investing and financing activities: | ||
Shares issued for share subscription payable | 1,035,660 | 379,494 |
Reverse stock split | 355 | |
Convertible promissory note - Equity discount | 182,500 | |
Convertible promissory note - original issue discount | 16,215 | |
Conversion of Preferred Stock to Common Stock | $ (10,000) |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Share Subscriptions Receivable [Member] | Share Subscription Payable [Member] | Accumulated Deficit [Member] | Cumulative Translation Adjustment [Member] | Total |
Balance at Dec. 31, 2018 | $ 10,000 | $ 2,463 | $ 8,103,934 | $ (1,577) | $ 2,019,532 | $ (10,354,299) | $ (3,613) | $ (223,560) |
Balance, shares at Dec. 31, 2018 | 1,000,000 | 24,634,051 | ||||||
Issuance of share subscriptions payable | $ 268 | 379,226 | (379,494) | |||||
Issuance of share subscriptions payable, shares | 2,680,084 | |||||||
Deemed dividend related to down-round features | 965,079 | (965,079) | ||||||
Issuance for settlement of payables | 30,000 | 30,000 | ||||||
Issuance for settlement of payables, shares | ||||||||
Conversion of Preferred Stock | $ (10,000) | $ 1,358 | 8,642 | |||||
Conversion of Preferred Stock, shares | (1,000,000) | 13,583,397 | ||||||
Net loss | (128,220) | (128,220) | ||||||
Foreign currency translation adjustment | (20,011) | (20,011) | ||||||
Balance at Jun. 30, 2019 | $ 4,090 | 8,491,802 | (1,577) | 2,635,117 | (11,447,598) | (23,624) | (341,792) | |
Balance, shares at Jun. 30, 2019 | 40,897,532 | |||||||
Balance at Mar. 31, 2019 | $ 10,000 | $ 2,563 | 8,256,733 | (1,577) | 2,861,712 | (11,445,850) | 5,552 | (310,868) |
Balance, shares at Mar. 31, 2019 | 1,000,000 | 25,634,052 | ||||||
Conversion of Preferred Stock | $ (10,000) | $ 1,358 | 8,642 | |||||
Conversion of Preferred Stock, shares | (1,000,000) | 13,583,397 | ||||||
Issuance for services | $ 168 | 226,427 | ||||||
Issuance for services, shares | 1,680,084 | |||||||
Net loss | (1,748) | (1,748) | ||||||
Foreign currency translation adjustment | (29,176) | (29,176) | ||||||
Balance at Jun. 30, 2019 | $ 4,090 | 8,491,802 | (1,577) | 2,635,117 | (11,447,598) | (23,624) | (341,792) | |
Balance, shares at Jun. 30, 2019 | 40,897,532 | |||||||
Balance at Dec. 31, 2019 | $ 4,191 | 8,642,423 | (1,577) | 2,159,395 | (11,678,413) | (8,580) | (882,561) | |
Balance, shares at Dec. 31, 2019 | 41,906,790 | |||||||
Net loss | (152,266) | |||||||
Balance at Mar. 31, 2020 | $ 4,901 | 9,792,685 | (1,577) | 1,315,923 | (11,830,679) | (8,580) | (727,327) | |
Balance, shares at Mar. 31, 2020 | 49,006,583 | |||||||
Balance at Dec. 31, 2019 | $ 4,191 | 8,642,423 | (1,577) | 2,159,395 | (11,678,413) | (8,580) | (882,561) | |
Balance, shares at Dec. 31, 2019 | 41,906,790 | |||||||
Issuance of share subscriptions payable | $ 446 | 510,554 | (511,000) | |||||
Issuance of share subscriptions payable, shares | 4,458,834 | |||||||
Issuance for settlement of payables | $ 219 | 457,253 | (457,472) | |||||
Issuance for settlement of payables, shares | 2,190,959 | |||||||
Issuance for prepaid services | $ 157 | 136,643 | 136,800 | |||||
Issuance for prepaid services, shares | 1,573,333 | |||||||
Issuance for prepaid services and subscriptions payable | $ 215 | 66,973 | 57,812 | 125,000 | ||||
Issuance for prepaid services and subscriptions payable, shares | 2,150,000 | |||||||
Warrants issuance in connection to convertible promissory note (note 4(b) and 10) | 59,110 | 59,110 | ||||||
Share issuance in connection to convertible promissory note (note 4(b)) | $ 45 | 123,345 | 123,390 | |||||
Share issuance in connection to convertible promissory note (note 4(b)), shares | 450,000 | |||||||
Issuance of Preferred Stock | $ 1 | 89 | 90 | |||||
Issuance of Preferred Stock, shares | 1,000 | |||||||
Issuance for services | $ 16,800 | $ 120,000 | ||||||
Issuance for services, shares | 240,000 | 1,333,333 | ||||||
Net loss | (344,451) | $ (344,451) | ||||||
Foreign currency translation adjustment | ||||||||
Balance at Jun. 30, 2020 | $ 1 | $ 5,273 | 9,996,390 | (1,577) | 1,248,735 | (12,022,864) | (8,580) | (782,622) |
Balance, shares at Jun. 30, 2020 | 1,000 | 52,729,916 | ||||||
Balance at Mar. 31, 2020 | $ 4,901 | 9,792,685 | (1,577) | 1,315,923 | (11,830,679) | (8,580) | (727,327) | |
Balance, shares at Mar. 31, 2020 | 49,006,583 | |||||||
Issuance for prepaid services | $ 157 | 136,643 | 136,800 | |||||
Issuance for prepaid services, shares | 1,573,333 | |||||||
Issuance for prepaid services and subscriptions payable | $ 215 | 66,973 | (67,188) | |||||
Issuance for prepaid services and subscriptions payable, shares | 2,150,000 | |||||||
Issuance of Series A Preferred Stock | $ 1 | 89 | 90 | |||||
Issuance of Series A Preferred Stock, shares | 1,000 | |||||||
Net loss | (192,185) | (192,185) | ||||||
Foreign currency translation adjustment | ||||||||
Balance at Jun. 30, 2020 | $ 1 | $ 5,273 | $ 9,996,390 | $ (1,577) | $ 1,248,735 | $ (12,022,864) | $ (8,580) | $ (782,622) |
Balance, shares at Jun. 30, 2020 | 1,000 | 52,729,916 |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Going Concern | 1. Basis of Presentation and Going Concern a) Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the six-month period ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on May 14, 2020. b) Functional and Reporting Currency Effective January 1, 2020, the Company changed the functional currency of its subsidiary to United States dollars given the increasing prevalence of U.S. dollar-denominated activities of the subsidiary over time. The change in functional currency from Canadian dollars to United States dollars is accounted for prospectively from January 1, 2020. The subsidiary’s balance sheet was converted from Canadian dollars to United States dollars using the year ended December 31, 2019 United States dollar balance as the opening for January 1, 2020 in accordance to ASC 830 c) Use of Estimates The preparation of condensed unaudited financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. d) Going Concern These unaudited condensed consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the six-month period ended June 30, 2020, the Company incurred a net loss of $344,451 and as of that date, the Company’s accumulated deficit was $12,022,864. While the Company has demonstrated the ability to generate revenue, there are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment. The accompanying condensed consolidated financial statements do not include any adjustments that might result relating to the recoverability and classification of the asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this risk and uncertainty. e) Reclassification Certain comparative figures have been re-classified to conform to the current period’s presentation. f) Revision of Prior Period Financial Statements In connection with the preparation of our consolidated financial statements, we identified an immaterial error related to the recognition of deemed dividend related to down-round features along with the associated shares issuance and professional fees in the annual periods in fiscal 2019 and first quarter of 2020. In accordance with SAB (Staff Accounting Bulletins) Topic 1.M, “Materiality,” and SAB (Staff Accounting Bulletins) Topic 1.N, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” we evaluated the error and determined that the related impact was not material to our financial statements for any prior annual or interim period, but that correcting the cumulative impact of the error would be significant to our results of operations and equity fiscal and interim periods of 2019 and 2020. Accordingly, we have revised previously reported financial information for such immaterial error, as previously disclosed in our Quarterly Report on Form 10-Q for the first quarter of fiscal 2020 and for the fiscal year 2019. A summary of revisions to certain previously reported financial information presented herein for comparative purposes is included in Note 15. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The accounting polices used in the preparation of these condensed interim financial statements are consistent with those of the Company’s audited financial statements for the year ended December 31, 2019. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consists of the following at June 30, 2020 and December 31, 2019: 2020 2019 Finished goods $ 44,732 $ 104,868 Promotional items 552 552 Raw materials 7,737 7,737 $ 53,020 $ 113,156 |
Promissory Notes
Promissory Notes | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Promissory Notes | 4. Promissory Notes a) Promissory Notes The following tables shows the balance of the notes payable as of June 30, 2020 and December 31, 2019: Balance as at December 31, 2018 $ 287,425 Payment (19,544 ) Balance as at December 31, 2019 $ 267,881 Reclassification 99,177 Balance as at June 30, 2020 $ 367,058 2020 Notes Payable During the six-months ended June 30, 2020 the Company reclassified $88,120 from accounts payable to notes payable. The terms of the note is under negotiation. During the six-months ended June 30, 2020 the Company reclassified $11,058 from notes payable to other receivable. b) Convertible Promissory Notes On February 25, 2020, the Company entered into an agreement with Leonite Capital LLC, a Delaware limited liability company (“Leonite”), pursuant to which the Company issued to Leonite a secured convertible promissory note in the aggregate principal amount of $544,425 to be paid in tranches. As additional consideration for the purchase of the note, (i) the Company issued to Leonite 450,000 common shares, and (ii) the Company issued to Leonite a five-year warrant to purchase 900,000 common shares at an exercise price of $0.10 per share (subject to adjustment), which may be exercised on a cashless basis. The note carries an original issue discount of $44,425 to cover Leonite’s legal fees, accounting fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note. Therefore, the purchase price of the note was $500,000. As of June 30, 2020, the Company has recorded $198,715, $182,500 principal and $16,215 original issue discount. Furthermore, the Company issued 450,000 shares of common stock valued at $123,390 and a debt-discount related to the warrants valued at $59,110. The Company amortized $42,038 of financing costs related to the shares and warrants for the six months ended June 30, 2020. The remaining net balance of the note at June 30, 2020 is $45,774 comprised of principal of $186,235 and net of unamortized debt discount of $140,461. The note bears interest at the rate of the greater of 10.2% per annum. Any amount of principal or interest on the note which is not paid by the maturity date shall bear interest at the rate at the lesser of 24% per annum or the maximum legal amount permitted by law (the “Default Interest”). Beginning on March 18, 2020 and on the same day of each and every calendar month thereafter throughout the term of the note, the Company shall make monthly payments of interest only due under the note to Leonite at the Stated Rate as set forth above. The Company shall pay to Leonite on an accelerated basis any outstanding principal amount of the note, along with accrued, but unpaid interest, from: (i) net proceeds of any future financings by the Company, but not its subsidiaries, whether debt or equity, or any other financing proceeds, except any transaction having a specific use of proceeds requirement that such proceeds are to be used exclusively to purchase the assets or equity of an unaffiliated business and the proceeds are used accordingly; (ii) net proceeds from any sale of assets of the Company or any of its subsidiaries other than sales of assets in the ordinary course of business or receipt by the Company or any of its subsidiaries of any tax credits existing prior to the date of the note; and (iii) net proceeds from the sale of any assets outside of the ordinary course of business or securities in any subsidiary. As of June 30, 2020 the Company has paid $7,400 in interest. b) Convertible Promissory Notes (continued) The note will mature 18 months from the issue date, or August 25, 2021, at which time the principal amount and all accrued and unpaid interest, if any, and other fees relating to the note, will be due and payable. Unless an event of default as set forth in the note has occurred, the Company has the right to prepay principal amount of, and any accrued and unpaid interest on, the note at any time prior to the maturity date at 100% of the principal amount plus any accrued and unpaid interest plus the lesser of (i) nine months of unaccrued interest or (ii) all unaccrued interest through the remainder of the term. The note contains customary events of default, including in the event of (i) non-payment, (ii) a breach by the Company of its covenants under the securities purchase agreement or any other agreement entered into in connection with the securities purchase agreement, or a breach of any of representations or warranties under the note, or (iii) the bankruptcy of the Company. The note also contains a cross default provision, whereby a default by the Company of any covenant or other term or condition contained in any of the other financial instrument issued by the Company to Leonite or any other third party after the passage all applicable notice and cure or grace periods that results in a material adverse effect shall, at Leonite’s option, be considered a default under the note, in which event Leonite shall be entitled to apply all rights and remedies under the terms of the note. Under the note, Leonite has the right at any time at its option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into fully paid and non-assessable common shares of the Company. The number of common shares to be issued upon each conversion of the note shall be determined by dividing the conversion amount by the applicable conversion price then in effect. The conversion amount is the sum of: (i) the principal amount of the note to be converted plus (ii) at Leonite’s option, accrued and unpaid interest, plus (iii) at Leonite’s option, Default Interest, if any, plus (iv) Leonite’s expenses relating to a conversion, plus (v) at Leonite’s option, any amounts owed to Leonite. The conversion price shall be $0.09 per share (subject to adjustment as further described in the note for common share distributions and splits, certain fundamental transactions, and anti-dilution adjustments), provided that at any time after any event of default under the note, the conversion price shall immediately be equal to the lesser of (i) the fixed conversion price ($0.09); (ii) 60% of the lowest bid price during the twenty one consecutive trading day period immediately preceding the trading that the Company receives a Notice of Conversion or (iii) the discount to market based on subsequent financing. Notwithstanding the foregoing, in no event shall Leonite be entitled to convert any portion of the note in excess of that portion of the note upon conversion of which the sum of (1) the number of common shares beneficially owned by Leonite and its affiliates (other than common shares which may be deemed beneficially owned through the ownership of the unconverted portion of the note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained in the note, and, if applicable, net of any shares that may be deemed to be owned by any person not affiliated with Leonite who has purchased a portion of the note from Leonite) and (2) the number of common shares issuable upon the conversion of the portion of the note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Leonite and its affiliates of more than 4.99% of the outstanding common shares of the Company. Such limitations on conversion may be waived (up to a maximum of 9.99%) by Leonite upon, at its election, not less than 61 days’ prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by Leonite, as may be specified in such notice of waiver). This note shall give Leonite a senior secured obligation of the Company, with first priority over all current and future indebtedness of the Company and any subsidiary. Calculation of beneficial conversion feature On February 25, 2020 The Company allocated $198,715 as the proceeds from Leonite; $182,500 principal and $16,215 original issue discount. The Company allocated $123,390 to common shares and $242,100 to warrants calculated using the black-scholes model. The effective rate resulted in a beneficial conversion feature greater than the proceeds. In accordance to ASC 470-20-30 |
Changes in Cash Flows from Oper
Changes in Cash Flows from Operating Assets and Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Changes in Cash Flows from Operating Assets and Liabilities | 5. Changes in Cash Flows from Operating Assets and Liabilities The changes to the Company’s operating assets and liabilities for the six-months period ended June 30, 2020 and 2019 are as follows: 2020 2019 Decrease (increase) in accounts receivable $ (35,406 ) $ (60,649 ) Decrease (increase) in other receivable 9,657 - Decrease (increase) in inventory 60,136 3,820 Decrease (increase) in prepaid expenses and deposits (20,925 ) 115,710 Increase (decrease) in lease liability (14,390 ) - Increase (decrease) in income taxes payable (14,061 ) (64,788 ) Increase (decrease) in accounts payable and accrued liabilities (1,042 ) 233,074 $ (16,031 ) $ 227,167 |
Investment
Investment | 6 Months Ended |
Jun. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Investment | 6. Investment During the year ended December 31, 2019, the Company entered into an agreement to purchase 10,000,000 shares for $50,000 which has been issued to the Company. The Company’s investment accounts for a 10% equity stake in a US based mobile phone development company. As of June 30, 2020 the Company had advanced a total of $24,423 (December 31, 2019 - $15,658) and is advancing tranches of capital as required. |
Lease Liabilities
Lease Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Lease Liabilities | 7. Lease Liabilities During the year ended December 31, 2019, the Company signed a lease agreement for warehouse space to commence on August 1, 2019 and end on July 31, 2022 with monthly lease payments of $2,222. The Company has accounted for its leases upon adoption of ASC 842 The Company’s right-of-use asset for the six-months ended June 30, 2020 and December 31, 2019 are as follows: June 30, 2020 December 31, 2019 Right-of-use asset $ 49,585 $ 60,125 Current lease liability $ 22,722 $ 22,000 Long-term lease liability $ 26,862 $ 39,185 The components of lease expense are as follows: June 30, 2020 June 30, 2019 Amortization of right-of-use $ 10,540 - Interest on lease liability $ 2,789 - Total lease cost $ 13,329 - Maturities of lease liability are as follows: Future minimum lease payments as of June 30, 2020: 2020 $ 13,329 2021 26,658 2022 15,551 Total future minimum lease payments 55,538 Less: amount representing interest (5,954 ) Present value of future payments 49,584 Current portion 22,722 Long term portion $ 26,862 |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Shareholders' Deficit | 8. Shareholders’ Deficit During the six-months ended June 30, 2020 the Company issued 1,333,333 and 240,000 common shares at $0.09 and 0.07 per share for $120,000 and $16,800 respectively for prepaid advertising services. As of June 30, 2020 the Company has expensed $6,620 from prepaid expenses. During the six-months ended June 30, 2020 the Company entered into a share subscription agreement with a consultant of the Company for 4,000,000 common shares valued at $125,000 for prepaid consulting services. As of June 30, 2020 the Company issued 2,150,000 shares with a value of $67,188. As of June 30, 2020 the Company has expensed $62,500 from prepaid expenses. During the six-months ended June 30, 2020 the Company issued a consultant 4,000,000 common shares of subscription payable with a value of $456,000 relating to the anti-dilution feature triggered on March 5, 2019 as noted below. During the six-months ended June 30, 2020 the Company issued 458,834 common shares pursuant to a subscription payable with a value of $55,000. During the six-months ended June 30, 2020 the Company issued 450,000 shares in connection with the issuance of convertible promissory note (note 4(b)) at $0.27 per share. During the six-months ended June 30, 2020 the Company entered into a settlement to fulfill a debt purchase agreement entered in 2017 for 2,680,981 shares valued at $138,818. As of June 30, 2020 the Company has issued 2,190,959 shares. During the six-months ended June 30, 2020, Steven Rossi (the Company’s CEO) was issued 1,000 Series A Preferred Shares at $0.09 per share equal to 299,000 common shares voting rights. During the six-months ended June 30, 2019, the Company issued 2,680,084 common shares pursuant to a subscription payable to Consultant with a value of $379,494. During the same period, the Company entered into a share subscription agreement with a consultant of the Company for 1,500,000 common shares valued at $30,000. During the six-months ended June 30, 2019, Steven Rossi was issued 13,583,397 shares of Worksport, Ltd common stock as approved by the board of directors, due to a conversion of all 1,000,000 shares of his Series A Preferred stock. During the six-month ended June 30, 2019 on March 5, 2019, the Company completed a share consolidation of the Company’s issued and outstanding common shares based on six (6) pre-consolidation shares to one (1) post-consolidation share. The Consolidation reduced the number of issued and outstanding common shares of the Company from 147,804,298 pre-Consolidation common shares to approximately 24,634,051 post-Consolidation common shares. While the share consolidation occurred during the year ended December 31, 2019, the Company has accounted for the effects retrospectively as such, the schedules and all references to shares, options and warrants throughout the financial statements have been updated to reflect the number of post-consolidation securities. On March 5, 2019 immediately following the share consolidation the anti-dilution feature under the Investment and Co-operation agreement dated November 1, 2017 came into effect. As part of the anti-dilution feature the Company is obligated to issue an additional 8,465,608 shares at $0.11 per share for a total of $965,079. The Company recognized a non-cash deemed dividend of $965,079 to retain earnings and share subscriptions payable (Note 15). For the six-months ended June 30, 2020 and 2019, the Company was authorized to issue 299,000,000 shares of its common stock with a par value of $0.0001. All shares were ranked equally with regards to the Company’s residual assets. During 2020 and 2019, the Company was authorized to issue 1,100,000 shares of its Series A and Series B Preferred Stock with a par value of $0.0001. Series A preferred Stock have voting rights equal to 299 shares of common stock, per share of preferred stock. Series B preferred Stock have voting rights equal to 10,000 shares of common stock, per share of preferred stock. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. Earnings per Share For the six-months ended June 30, 2020, Earnings per Share (EPS) is $(0.01) (basic and diluted) compared to the EPS for the six-months ended June 30, 2019 of $(0.00) (basic and diluted) using the weighted average number of shares of 47,210,228 and 32,490,220 respectively. Earnings per Share (EPS) is $(0.00) (basic and diluted) for the three months ended June 30, 2020 compare to the three months ended June 30, 2019 of $(0.00) (basic and diluted) using the weighted average number of shares of 49,337,497 and 39,897,421 respectively. There are 299,000,000 shares authorized, 52,729,916 and 40,897,532 shares issued and outstanding, as at June 30, 2020 and 2019 respectively. As of June 30, 2020 the Company has 6,933,013 shares to be issued. The computation of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC Topic No. 260, “Earnings Per Share”. Shares underlying the Company’s outstanding warrants and convertible promissory notes were excluded due to the anti-dilutive effect they would have on the computation. At June 30, 2020 the Company has 900,000 warrants convertible to 900,000 common shares and convertible promissory note convertible to 2,207,946 common shares for a total underlying common shares of 3,107,946. At June 30, 2019 there were no underlying common shares. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 10. Warrants During the six-months ended June 30, 2020 the Company issued 900,000 warrants convertible to 1 common share each with an exercise period of 5 years. The exercise price of the warrants is $0.10 per share (subject to adjustment), and may be exercised on a cashless basis. Refer to Note 4(b). Exercise price Number outstanding Weighted average life (years) Weighted average exercise price 0.10 900,000 4.66 0.10 June 30, 2020 June 30, 2019 Number of warrants Weighted average price Number of warrants Weighted average price Balance, beginning of year - $ - - $ - Issuance 900,000 $ 0.10 - $ - Balance, end of period 900,000 $ 0.10 - $ - |
Concentration of Customer Risk
Concentration of Customer Risk | 6 Months Ended |
Jun. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of Customer Risk | 11. Concentration of Customer Risk The following table includes the percentage of the Company’s sales to significant customers for the six-months ended June 30, 2020 and 2019, as well as the balance included in revenue and accounts receivable for each significant customer as at June 30, 2020 and 2019. A customer is considered to be significant if they account for greater than 10% of the Company’s annual sales. 2020 2019 $ % $ % Customer A 56,114 55.7 46,099 3.9 Customer B 11,355 11.3 23,668 2 Customer C - - 1,014,850 86.5 The loss of any of these key customers could have an adverse effect on the Company’s business. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions During the six-months ended June 30, 2020 the Company’s CEO and director paid on behalf of the Company’s lease payments of $4,809. During the same period the Company repaid $710 to the Company’s CEO and director for a total net transaction of $4,099. As of June 30, 2020 the Company has $32,737 in related party loan. |
Contingent Liability
Contingent Liability | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liability | 13. Contingent Liability During the six-months ended June 30, 2020, the Company reached a legal settlement with a supplier in which the Company is obligated to pay $6,037 per month beginning on March 1, 2020 for four months until the settlement amount of $24,148 has been fully paid on June 1, 2020. Due to COVID-19 the Company has made total payments of $18,111 as of June 30, 2020. The Company has subsequently completed all required payments. |
Loan Payable
Loan Payable | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Loan Payable | 14. Loan payable During the six-months ended June 30, 2020 the Company received a loan of $32,439 from a unrelated third party with an interest rate of 10% per annum with a maturity date of December 31, 2021. During the six-months ended June 30, 2020 the Company received $28,397 ($40,000 CDN) interest free from the Government of Canada as part of the COVID-19 small business relief program. Repaying the balance of the loan on or before December 31, 2022 will result in loan forgiveness of 25 percent. As of June 30, 2020 the Company accrued interest of $70. |
Revision of Prior Period Financ
Revision of Prior Period Financial Statements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Prior Period Financial Statements | 15. Revision of Prior Period Financial Statements During the review for the six-months ended June 30, 2020 new information came to light regarding share issuances and an anti-dilution agreement. The share issuances for the three months ended March 31, 2020 were 2,000,000 and 458,834 common shares respectively. The anti-dilution agreement relating to a 2017 share subscription payable agreement was triggered in March 2019 upon the Company’s stock split was also discovered. Please refer to Note 8. We revised certain prior period financial statements for an immaterial error related to the recognition of the deemed dividend related to down-round features along with the associated shares issuance and professional fees (Note 1). A summary of revisions to our previously reported financial statements presented herein for comparative purposes. The cumulative effect of the adjustments on all prior periods to Shareholders’ Equity as of June 30, 2019, December 30, 2019 and March 31, 2020 reflected below: Common Stock Additional Paid-in Share Subscriptions Share Subscription Accumulated Cumulative translation Total Stockholders’ Equity Shares Amount Capital Receivable Payable Deficit adjustment (Deficit) Balance at June 30, 2019 28,177,966 $ 2,817 $ 8,309,293 $ (1,577 ) $ 1,853,819 $ (10,482,521 ) $ (23,624 ) $ (341,792 ) Revision 12,719,566 $ 1,273 $ 182,509 - $ 781,298 $ (965,079 ) - - Balance at June 30, 2019, as revised 40,897,532 $ 4,090 $ 8,491,802 $ (1,577 ) $ 2,635,117 $ (11,447,600 ) $ (23,624 ) $ (341,792 ) Balance at December 31, 2019 41,906,790 $ 4,191 $ 8,381,231 $ (1,577 ) $ 1,511,080 $ (10,768,906 ) $ (8,580 ) $ (882,561 ) Revision - - $ 261,192 - $ 648,315 $ (909,507 ) - - Balance at December 31, 2019, as revised 41,906,790 $ 4,191 $ 8,642,423 $ (1,577 ) $ 2,159,395 $ (11,678,413 ) $ (8,580 ) $ (882,561 ) - Balance at March 31, 2020 46,547,749 $ 4,655 $ 9,060,739 $ (1,577 ) $ 1,178,608 $ (10,961,172 ) $ (8,580 ) $ (727,327 ) Revision 2,458,834 $ 246 $ 731,946 - $ 137,315 $ (869,507 ) - - Balance at March 31, 2020, as revised 49,006,583 $ 4,901 $ 9,792,685 $ (1,577 ) $ 1,315,923 $ (11,830,679 ) $ (8,580 ) $ (727,327 ) The Consolidated Statements of Operations and Comprehensive Loss has been revised to reflect the correction for the three months ended March 31, 2020 as follows For the Three Months Ended March 31, 2020 As previously reported Revision As Revised Professional Fees $ 149,465 $ (40,000 ) $ 109,465 Total Operating Expenses $ 178,471 $ (40,000 ) $ 138,471 Loss from Operations $ (164,455 ) $ 40,000 $ (124,455 ) Net Loss $ (192,266 ) $ 40,000 $ (152,266 ) Comprehensive Loss $ (192,266 ) $ 40,000 $ (152,266 ) Loss per Share – Basic and Diluted $ (0.00 ) - $ (0.00 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events The Company has evaluated subsequent events through August 27, 2020 which is the date the financial statements were available to be issued and the following events after June 30, 2020 occurred: ● On July 8 and August 14, 2020 the Company issued 2,400,000 and 1,700,000 common shares to a third-party consultant respectively. ● On July 22, 2020, the Company entered into a loan agreement for $10,000 with a maturity date of July 22, 2021 at an interest rate of 10% per annum. ● On July 29, 2020 the Company issued a warrant certificate that allows the holder to purchase up to 1,250,000 common shares at $0.12 per shares exercisable on or before March 20, 2025. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following at June 30, 2020 and December 31, 2019: 2020 2019 Finished goods $ 44,732 $ 104,868 Promotional items 552 552 Raw materials 7,737 7,737 $ 53,020 $ 113,156 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The following tables shows the balance of the notes payable as of June 30, 2020 and December 31, 2019: Balance as at December 31, 2018 $ 287,425 Payment (19,544 ) Balance as at December 31, 2019 $ 267,881 Reclassification 99,177 Balance as at June 30, 2020 $ 367,058 |
Changes in Cash Flows from Op_2
Changes in Cash Flows from Operating Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Changes in Operating Assets and Liabilities | The changes to the Company’s operating assets and liabilities for the six-months period ended June 30, 2020 and 2019 are as follows: 2020 2019 Decrease (increase) in accounts receivable $ (35,406 ) $ (60,649 ) Decrease (increase) in other receivable 9,657 - Decrease (increase) in inventory 60,136 3,820 Decrease (increase) in prepaid expenses and deposits (20,925 ) 115,710 Increase (decrease) in lease liability (14,390 ) - Increase (decrease) in income taxes payable (14,061 ) (64,788 ) Increase (decrease) in accounts payable and accrued liabilities (1,042 ) 233,074 $ (16,031 ) $ 227,167 |
Lease Liabilities (Tables)
Lease Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule Right-of-use Asset | The Company’s right-of-use asset for the six-months ended June 30, 2020 and December 31, 2019 are as follows: June 30, 2020 December 31, 2019 Right-of-use asset $ 49,585 $ 60,125 Current lease liability $ 22,722 $ 22,000 Long-term lease liability $ 26,862 $ 39,185 |
Schedule of Components of Lease Expense | The components of lease expense are as follows: June 30, 2020 June 30, 2019 Amortization of right-of-use $ 10,540 - Interest on lease liability $ 2,789 - Total lease cost $ 13,329 - |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of June 30, 2020: 2020 $ 13,329 2021 26,658 2022 15,551 Total future minimum lease payments 55,538 Less: amount representing interest (5,954 ) Present value of future payments 49,584 Current portion 22,722 Long term portion $ 26,862 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants Activity | Exercise price Number outstanding Weighted average life (years) Weighted average exercise price 0.10 900,000 4.66 0.10 June 30, 2020 June 30, 2019 Number of warrants Weighted average price Number of warrants Weighted average price Balance, beginning of year - $ - - $ - Issuance 900,000 $ 0.10 - $ - Balance, end of period 900,000 $ 0.10 - $ - |
Concentration of Customer Risk
Concentration of Customer Risk (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Customer Risk | A customer is considered to be significant if they account for greater than 10% of the Company’s annual sales. 2020 2019 $ % $ % Customer A 56,114 55.7 46,099 3.9 Customer B 11,355 11.3 23,668 2 Customer C - - 1,014,850 86.5 |
Revision of Prior Period Fina_2
Revision of Prior Period Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Prior Period of Financial Statement | The cumulative effect of the adjustments on all prior periods to Shareholders’ Equity as of June 30, 2019, December 30, 2019 and March 31, 2020 reflected below: Common Stock Additional Paid-in Share Subscriptions Share Subscription Accumulated Cumulative translation Total Stockholders’ Equity Shares Amount Capital Receivable Payable Deficit adjustment (Deficit) Balance at June 30, 2019 28,177,966 $ 2,817 $ 8,309,293 $ (1,577 ) $ 1,853,819 $ (10,482,521 ) $ (23,624 ) $ (341,792 ) Revision 12,719,566 $ 1,273 $ 182,509 - $ 781,298 $ (965,079 ) - - Balance at June 30, 2019, as revised 40,897,532 $ 4,090 $ 8,491,802 $ (1,577 ) $ 2,635,117 $ (11,447,600 ) $ (23,624 ) $ (341,792 ) Balance at December 31, 2019 41,906,790 $ 4,191 $ 8,381,231 $ (1,577 ) $ 1,511,080 $ (10,768,906 ) $ (8,580 ) $ (882,561 ) Revision - - $ 261,192 - $ 648,315 $ (909,507 ) - - Balance at December 31, 2019, as revised 41,906,790 $ 4,191 $ 8,642,423 $ (1,577 ) $ 2,159,395 $ (11,678,413 ) $ (8,580 ) $ (882,561 ) - Balance at March 31, 2020 46,547,749 $ 4,655 $ 9,060,739 $ (1,577 ) $ 1,178,608 $ (10,961,172 ) $ (8,580 ) $ (727,327 ) Revision 2,458,834 $ 246 $ 731,946 - $ 137,315 $ (869,507 ) - - Balance at March 31, 2020, as revised 49,006,583 $ 4,901 $ 9,792,685 $ (1,577 ) $ 1,315,923 $ (11,830,679 ) $ (8,580 ) $ (727,327 ) |
Schedule of Consolidated Statements of Operations and Comprehensive Loss | The Consolidated Statements of Operations and Comprehensive Loss has been revised to reflect the correction for the three months ended March 31, 2020 as follows For the Three Months Ended March 31, 2020 As previously reported Revision As Revised Professional Fees $ 149,465 $ (40,000 ) $ 109,465 Total Operating Expenses $ 178,471 $ (40,000 ) $ 138,471 Loss from Operations $ (164,455 ) $ 40,000 $ (124,455 ) Net Loss $ (192,266 ) $ 40,000 $ (152,266 ) Comprehensive Loss $ (192,266 ) $ 40,000 $ (152,266 ) Loss per Share – Basic and Diluted $ (0.00 ) - $ (0.00 ) |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||||
Loss on foreign exchange | $ 29,940 | |||||
Net loss | $ (192,185) | $ (152,266) | $ (1,748) | (344,451) | $ (128,220) | |
Accumulated deficit | $ (12,022,864) | $ (12,022,864) | $ (11,678,413) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 44,732 | $ 104,868 |
Promotional items | 552 | 552 |
Raw materials | 7,737 | 7,737 |
Inventory | $ 53,020 | $ 113,156 |
Promissory Notes (Details Narra
Promissory Notes (Details Narrative) | Mar. 18, 2020Days$ / shares | Feb. 25, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares |
Notes payable | $ 88,120 | |||
Other receivable | 11,058 | |||
Principal amount | 186,235 | |||
Issuance of common stock shares | shares | 10,000,000 | |||
Original issue discount | 140,461 | |||
Convertible debt | $ 45,774 | |||
Number of shares issued of common stock, value | $ 50,000 | |||
Interest rate | 10.20% | |||
Lesser interest rate | 24.00% | |||
Interest paid | $ 7,400 | |||
Debt instrument maturity date, description | The note will mature 18 months from the issue date, or August 25, 2021, at which time the principal amount and all accrued and unpaid interest, if any, and other fees relating to the note, will be due and payable. Unless an event of default as set forth in the note has occurred, the Company has the right to prepay principal amount of, and any accrued and unpaid interest on, the note at any time prior to the maturity date at 100% of the principal amount plus any accrued and unpaid interest plus the lesser of (i) nine months of unaccrued interest or (ii) all unaccrued interest through the remainder of the term. | |||
Conversion price | $ / shares | $ 0.09 | $ 0.09 | ||
Trading days | Days | 21 | |||
Common stock shares outstanding percentage | 4.99% | |||
Conversion price, description | The conversion price shall be $0.09 per share (subject to adjustment as further described in the note for common share distributions and splits, certain fundamental transactions, and anti-dilution adjustments), provided that at any time after any event of default under the note, the conversion price shall immediately be equal to the lesser of (i) the fixed conversion price ($0.09); (ii) 60% of the lowest bid price during the twenty one consecutive trading day period immediately proceeding the trading that the Company receives a Notice of Conversion or (iii) the discount to market based on subsequent financing. | |||
Beneficial conversion description | The number of common shares issuable upon the conversion of the portion of the note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Leonite and its affiliates of more than 4.99% of the outstanding common shares of the Company. Such limitations on conversion may be waived (up to a maximum of 9.99%). | |||
Beneficial conversion feature | $ 357,302 | |||
Convertible Promissory Notes [Member] | ||||
Issuance of common stock shares | shares | 450,000 | |||
Beneficial conversion feature | $ 182,500 | |||
Excess of conversion feature | $ 174,802 | |||
Maximum [Member] | ||||
Common stock shares outstanding percentage | 9.99% | |||
Warrants [Member] | ||||
Warrant term | 5 years | |||
Warrants exercise price | $ / shares | $ 0.10 | |||
Leonite Capital LLC [Member] | ||||
Principal amount | $ 544,425 | $ 198,715 | ||
Issuance of common stock shares | shares | 450,000 | 450,000 | ||
Warrant term | 5 years | |||
Warrants to purchase | shares | 900,000 | |||
Warrants exercise price | $ / shares | $ 0.10 | |||
Original issue discount | $ 44,425 | $ 16,215 | ||
Purchase price | 500,000 | |||
Convertible debt | 182,500 | |||
Number of shares issued of common stock, value | $ 123,390 | |||
Warrants | $ 242,100 | |||
Leonite Capital LLC [Member] | Warrants [Member] | ||||
Warrants to purchase | shares | 59,110 | |||
Amortization of financial costs | $ 42,038 |
Promissory Notes - Schedule of
Promissory Notes - Schedule of Notes Payable (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Notes payable beginning balance | $ 267,881 | $ 287,425 |
Payment | (19,544) | |
Reclassification | 99,177 | |
Notes payable ending balance | $ 367,058 | $ 267,881 |
Changes in Cash Flows from Op_3
Changes in Cash Flows from Operating Assets and Liabilities - Schedule of Changes in Operating Assets and Liabilities (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Decrease (increase) in accounts receivable | $ (35,406) | $ (60,649) |
Decrease (increase) in other receivable | 9,657 | |
Decrease (increase) in inventory | 60,136 | 3,820 |
Decrease (increase) in prepaid expenses and deposits | (20,925) | 115,710 |
Increase (decrease) in lease liability | (14,390) | |
Increase (decrease) in income taxes payable | (14,061) | (64,788) |
Increase (decrease) in accounts payable and accrued liabilities | (1,042) | 233,074 |
Changes in operating assets and liabilities | $ (16,031) | $ 227,167 |
Investment (Details Narrative)
Investment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Jun. 30, 2020 | |
Investments, All Other Investments [Abstract] | ||
Stock issued during period, shares | 10,000,000 | |
Stock issued during period, value | $ 50,000 | |
Equity method investment, percentage | 10.00% | |
Advanced receivable for stock issuance | $ 15,658 | $ 24,423 |
Lease Liabilities (Details Narr
Lease Liabilities (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Monthly lease payments | $ 18,111 | |
Lease Agreement [Member] | ||
Operating lease, maturity date | Jul. 31, 2022 | |
Monthly lease payments | $ 2,222 | |
Incremental borrowing rate | 10.00% |
Lease Liabilities - Schedule Ri
Lease Liabilities - Schedule Right-of-use Asset (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Right-of-use asset | $ 49,585 | $ 60,125 |
Current lease liability | 22,722 | 22,000 |
Long-term lease liability | $ 26,862 | $ 39,185 |
Lease Liabilities - Schedule of
Lease Liabilities - Schedule of Components of Lease Expense (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Amortization of right-of-use | $ 10,540 | |
Interest on lease liability | 2,789 | |
Total lease cost | $ 13,329 |
Lease Liabilities - Schedule _2
Lease Liabilities - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 13,329 | |
2021 | 26,658 | |
2022 | 15,551 | |
Total future minimum lease payments | 55,538 | |
Less: amount representing interest | (5,954) | |
Present value of future payments | 49,584 | |
Current portion | 22,722 | $ 22,000 |
Long term portion | $ 26,862 | $ 39,185 |
Shareholders' Deficit (Details
Shareholders' Deficit (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
May 05, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Mar. 05, 2019 | |
Issuance of shares for services, shares | 1,333,333 | |||||
Stock price per share | $ 0.09 | |||||
Issuance of shares for services, value | $ 120,000 | |||||
Prepaid expense | $ 6,620 | |||||
Issuance of common stock shares | 10,000,000 | |||||
Issuance of common stock value | $ 50,000 | |||||
Preferred stock voting rights | Series A preferred Stock have voting rights equal to 299 shares of common stock, per share of preferred stock. Series B preferred Stock have voting rights equal to 10,000 shares of common stock, per share of preferred stock. | |||||
Conversion of shares | 2,027,778 | |||||
Share consolidation transaction | The Company completed a share consolidation of the Company's issued and outstanding common shares based on six (6) pre-consolidation shares to one (1) post-consolidation share. The Consolidation reduced the number of issued and outstanding common shares of the Company from 147,804,298 pre-Consolidation common shares to approximately 24,634,051 post-Consolidation common shares. While the share consolidation occurred during the year ended December 31, 2019, the Company has accounted for the effects retrospectively as such, the schedules and all references to shares, options and warrants throughout the financial statements have been updated to reflect the number of post-consolidation securities. | |||||
Common stock, shares authorized | 299,000,000 | 299,000,000 | 299,000,000 | 299,000,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Series A Preferred Stock [Member] | ||||||
Preferred Stock, shares issued | 1,000 | 0 | ||||
Preferred Stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, shares authorized | 1,100,000 | 1,100,000 | ||||
Convertible Promissory Notes [Member] | ||||||
Stock price per share | $ 0.27 | |||||
Issuance of common stock shares | 450,000 | |||||
Consultant [Member] | ||||||
Shares of subscription payable, shares | 4,000,000 | 2,680,084 | ||||
Shares of subscription payable, value | $ 456,000 | $ 379,494 | ||||
Steven Rossi [Member] | ||||||
Issuance of common stock shares | 13,583,397 | |||||
Steven Rossi [Member] | Series A Preferred Stock [Member] | ||||||
Preferred Stock, shares issued | 1,000 | |||||
Preferred Stock, par value | $ 0.09 | |||||
Preferred stock voting rights | Steven Rossi (the Company's CEO) was issued 1,000 Series A Preferred Shares at $0.09 per share equal to 299,000 common shares voting rights. | |||||
Conversion of shares | 1,000,000 | |||||
Share Subscription Agreement [Member] | Consultant [Member] | ||||||
Issuance of shares for services, shares | 4,000,000 | |||||
Issuance of shares for services, value | $ 125,000 | |||||
Prepaid expense | $ 62,500 | |||||
Issuance of common stock shares | 2,150,000 | |||||
Issuance of common stock value | $ 67,188 | |||||
Shares of subscription payable, shares | 1,500,000 | |||||
Shares of subscription payable, value | $ 30,000 | |||||
Debt Purchase Agreement [Member] | ||||||
Issuance of common stock shares | 2,190,959 | |||||
Settlement of debt shares | 2,680,981 | |||||
Settlement of debt value | $ 138,818 | |||||
Investment and Co-operation Agreement [Member] | ||||||
Stock price per share | $ 0.11 | |||||
Obligated to issue an additional shares | 8,465,608 | |||||
Obligated to issue an additional | $ 965,079 | |||||
Recognized a non-cash deemed dividend | $ 965,079 | |||||
Common Stock [Member] | ||||||
Issuance of shares for services, shares | 1,680,084 | 240,000 | ||||
Stock price per share | $ 0.07 | |||||
Issuance of shares for services, value | $ 168 | $ 16,800 | ||||
Shares of subscription payable, shares | 458,834 | |||||
Shares of subscription payable, value | $ 55,000 |
Earnings Per Share (Details Nar
Earnings Per Share (Details Narrative) - $ / shares | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Earnings per share basic and diluted | $ 0 | $ 0 | $ 0 | $ (0.01) | $ 0 | |
Weighted average number of shares basic and diluted | 49,337,497 | 39,897,421 | 47,210,228 | 32,490,220 | ||
Common stock, shares authorized | 299,000,000 | 299,000,000 | 299,000,000 | 299,000,000 | 299,000,000 | |
Common stock, shares issued | 52,729,916 | 52,729,916 | 41,906,790 | |||
Common stock, shares outstanding | 52,729,916 | 52,729,916 | 41,906,790 | |||
Shares to be issued | 6,933,013 | 6,933,013 | ||||
Warants convertible shares | 900,000 | 900,000 | ||||
Total underlying common shares | 3,107,946 | |||||
Common Stock One [Member] | ||||||
Total underlying common shares | 900,000 | |||||
Common Stock Two [Member] | ||||||
Total underlying common shares | 2,207,946 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Convertible of common shares | 2,027,778 |
Warrants [Member] | |
Warrants issued | 900,000 |
Convertible of common shares | 1 |
Exercise period | 5 years |
Exercise price | $ / shares | $ 0.10 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Exercise Price (Details) - $ / shares | 6 Months Ended | |||
Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | ||||
Exercise price | $ 0.10 | |||
Number outstanding | 900,000 | |||
Weighted average life (years) | 4 years 7 months 28 days | |||
Weighted average exercise price | $ 0.10 |
Warrants - Schedule of Warran_2
Warrants - Schedule of Warrants Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Number of warrants, Balance, beginning of year | ||
Number of warrants, Issuance | 900,000 | |
Number of warrants, Balance, end of period | 900,000 | |
Weighted average price, Balance, beginning of year | ||
Weighted average price, Issuance | 0.10 | |
Weighted average price, Balance, end of period | $ 0.10 |
Concentration of Customer Ris_2
Concentration of Customer Risk (Details Narrative) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Sales [Member] | ||
Concentration risk percentage | 10.00% | 10.00% |
Concentration of Customer Ris_3
Concentration of Customer Risk - Schedule of Concentration of Customer Risk (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net sales | $ 66,102 | $ 516,696 | $ 107,129 | $ 1,088,974 |
Sales [Member] | ||||
Concentration risk percentage | 10.00% | 10.00% | ||
Sales [Member] | Customer A [Member] | ||||
Net sales | $ 56,114 | $ 46,099 | ||
Concentration risk percentage | 55.70% | 3.90% | ||
Sales [Member] | Customer B [Member] | ||||
Net sales | $ 11,355 | $ 23,668 | ||
Concentration risk percentage | 11.30% | 2.00% | ||
Sales [Member] | Customer C [Member] | ||||
Net sales | $ 1,014,850 | |||
Concentration risk percentage | 0.00% | 86.50% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Lease payments | $ 18,111 | |
Related party loan | 32,737 | $ 28,638 |
CEO and Director [Member] | ||
Lease payments | 4,809 | |
Repayments to related parties | 710 | |
Total net transaction | $ 4,099 |
Contingent Liability (Details N
Contingent Liability (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 02, 2020 | Jun. 30, 2020 | |
Total payments | $ 18,111 | |
Supplier [Member] | ||
Payments of legal settlement | $ 24,148 | $ 6,037 |
Loan Payable (Details Narrative
Loan Payable (Details Narrative) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Loan received amount | $ 28,397 |
Interest rate percentage | 10.20% |
Debt description | The Company received $28,397 ($40,000 CDN) interest free from the Government of Canada as part of the COVID-19 small business relief program. Repaying the balance of the loan on or before December 31, 2022 will result in loan forgiveness of 25 percent. |
Loan forgiveness percentage | 25.00% |
Accrued interest | $ 70 |
CDN [Member] | |
Loan received amount | 40,000 |
Unrelated Third Party [Member] | |
Loan received amount | $ 32,439 |
Interest rate percentage | 10.00% |
Debt maturity date | Dec. 31, 2021 |
Revision of Prior Period Fina_3
Revision of Prior Period Financial Statements (Details Narrative) - shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2020 | Jun. 30, 2020 | |
Ant-idilutive Agreement [Member] | ||
Issuance of common shares | 458,834 | 2,000,000 |
Revision of Prior Period Fina_4
Revision of Prior Period Financial Statements - Schedule of Prior Period of Financial Statement (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
Balance | $ (727,327) | $ (882,561) | $ (341,792) | $ (310,868) |
Common Stock [Member] | ||||
Balance | $ 4,655 | $ 4,191 | $ 2,817 | |
Balance, shares | 46,547,749 | 41,906,790 | 28,177,966 | |
Revision | $ 246 | $ 1,273 | ||
Revision, shares | 2,458,834 | 12,719,566 | ||
Balance | $ 4,901 | $ 4,191 | $ 4,090 | $ 2,563 |
Balance, shares | 49,006,583 | 41,906,790 | 40,897,532 | 25,634,052 |
Additional Paid-in Capital [Member] | ||||
Balance | $ 9,060,739 | $ 8,381,231 | $ 8,309,293 | |
Revision | 731,946 | 261,192 | 182,509 | |
Balance | 9,792,685 | 8,642,423 | 8,491,802 | $ 8,256,733 |
Share Subscriptions Receivable [Member] | ||||
Balance | (1,577) | (1,577) | (1,577) | |
Revision | ||||
Balance | (1,577) | (1,577) | (1,577) | (1,577) |
Share Subscription Payable [Member] | ||||
Revision | 781,298 | |||
Balance | 1,315,923 | 2,159,395 | 2,635,117 | 2,861,712 |
Accumulated Deficit [Member] | ||||
Balance | (10,961,172) | (10,768,906) | (10,482,521) | |
Revision | (869,507) | (909,507) | (965,079) | |
Balance | (11,830,679) | (11,678,413) | (11,447,600) | |
Cumulative Translation Adjustment [Member] | ||||
Balance | (8,580) | (23,624) | (8,580) | |
Revision | ||||
Balance | (8,580) | (8,580) | (23,624) | $ 5,552 |
Total Stockholders' Equity(Deficit) [Member] | ||||
Balance | (727,327) | (882,561) | (341,792) | |
Revision | ||||
Balance | (727,327) | (882,561) | (341,792) | |
Share Subscriptions Payable [Member] | ||||
Balance | 1,178,608 | 1,511,080 | 1,853,819 | |
Revision | 137,315 | 648,315 | ||
Balance | $ 1,315,923 | $ 2,159,395 | $ 2,635,117 |
Revision of Prior Period Fina_5
Revision of Prior Period Financial Statements - Schedule of Operations and Comprehensive Loss (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Professional Fees | $ 109,465 | ||||
Total Operating Expenses | $ 140,496 | 138,471 | $ 134,321 | $ 278,967 | $ 360,964 |
Loss from Operations | (133,277) | (124,455) | 10,689 | (257,732) | (76,624) |
Net Loss | (192,185) | (152,266) | (1,748) | (344,451) | (128,220) |
Comprehensive Loss | $ (192,185) | $ (152,266) | $ (30,924) | $ (344,451) | $ (148,231) |
Loss per Share - Basic and Diluted | $ 0 | $ 0 | $ 0 | $ (0.01) | $ 0 |
As Previously Reported [Member] | |||||
Professional Fees | $ 149,465 | ||||
Total Operating Expenses | 178,471 | ||||
Loss from Operations | (164,455) | ||||
Net Loss | (192,266) | ||||
Comprehensive Loss | $ (192,266) | ||||
Loss per Share - Basic and Diluted | $ 0 | ||||
Revision [Member] | |||||
Professional Fees | $ (40,000) | ||||
Total Operating Expenses | (40,000) | ||||
Loss from Operations | 40,000 | ||||
Net Loss | 40,000 | ||||
Comprehensive Loss | $ 40,000 | ||||
Loss per Share - Basic and Diluted |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 29, 2020 | Jul. 22, 2020 | Aug. 14, 2020 | Jul. 08, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Common stock, shares issued | 52,729,916 | 41,906,790 | ||||
Loan interest rate | 10.20% | |||||
Subsequent Event [Member] | Holder [Member] | ||||||
Warrant to purchase shares of common stock | 1,250,000 | |||||
Warrant exercise price per share | $ 0.12 | |||||
Subsequent Event [Member] | Holder [Member] | Maximum [Member] | ||||||
Warrant maturity date | Mar. 20, 2025 | |||||
Subsequent Event [Member] | Loan Agreement [Member] | ||||||
Loan amount | $ 10,000 | |||||
Loan maturity date | Jul. 22, 2021 | |||||
Loan interest rate | 10.00% | |||||
Subsequent Event [Member] | Third Party Consultant [Member] | ||||||
Common stock, shares issued | 1,700,000 | 2,400,000 |