Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Sep. 23, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-31549 | |
Entity Registrant Name | PCT LTD | |
Entity Central Index Key | 0001119897 | |
Entity Tax Identification Number | 90-0578516 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 4235 Commerce Street | |
Entity Address, City or Town | Little River | |
Entity Address, State or Province | SC | |
Entity Address, Postal Zip Code | 29566 | |
City Area Code | 843 | |
Local Phone Number | 390-7900 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 773,376,229 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 154,651 | $ 115,196 |
Accounts receivable, net | 272,372 | 349,526 |
Inventory | 6,368 | 6,188 |
Prepaid expenses | 99,286 | 274,736 |
Other current assets | 5,000 | 2,110 |
Total current assets | 537,677 | 747,756 |
PROPERTY AND EQUIPMENT | ||
Property and equipment, net | 315,210 | 358,719 |
OTHER ASSETS | ||
Intangible assets, net | 3,247,780 | 3,400,024 |
Operating lease right-of-use asset | 146,311 | 118,385 |
Deposits | 12,700 | 9,726 |
Total other assets | 3,406,791 | 3,528,135 |
TOTAL ASSETS | 4,259,678 | 4,634,610 |
CURRENT LIABILITIES | ||
Accounts payable | 171,938 | 272,978 |
Accrued expenses - related parties | 111,527 | 139,280 |
Accrued expenses | 666,988 | 622,040 |
Deferred revenue | 1,075 | 1,075 |
Current portion of operating lease liability | 62,861 | 34,965 |
Notes payable - related parties, net | 178,034 | 789,214 |
Notes payable, net | 384,308 | 384,380 |
Current portion of convertible notes payable, net | 2,196,799 | 1,554,503 |
Derivative liability | 2,454,631 | 7,102,801 |
Total current liabilities | 6,228,161 | 10,901,236 |
LONG-TERM LIABILITIES | ||
Convertible notes payable, net of current portion and discounts | 53,500 | |
Operating lease liability, net of current portion | 83,450 | 83,420 |
TOTAL LIABILITIES | 6,311,611 | 11,038,156 |
MEZZANINE EQUITY | ||
Preferred series A stock, $0.001 par value; 1,000,000 authorized; 500,000 and 500,000 issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 60,398 | 60,398 |
Preferred series B stock, $0.001 par value; 1,000,000 authorized; 1,000,000 and 1,000,000 issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 158,247 | 158,247 |
Preferred series C stock, $0.001 par value; 5,500,000 authorized; nil and 40,000 issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 40,000 | |
TOTAL MEZZANINE EQUITY | 218,645 | 258,645 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value; 1,000,000,000 authorized; 770,126,229 and 722,487,846 issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 770,126 | 722,488 |
Additional paid-in-capital | 24,193,149 | 23,202,933 |
Accumulated deficit | (27,233,853) | (30,587,612) |
TOTAL STOCKHOLDERS' DEFICIT | (2,270,578) | (6,662,191) |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT | $ 4,259,678 | $ 4,634,610 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 04, 2019 | Mar. 23, 2018 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||
Preferred Stock, Shares Authorized | 10,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 770,126,229 | 722,487,846 | ||
Common Stock, Shares, Outstanding | 770,126,229 | 722,487,846 | ||
Series A Preferred Stock [Member] | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, Shares Issued | 500,000 | 500,000 | ||
Preferred Stock, Shares Outstanding | 500,000 | 500,000 | ||
Series B Preferred Stock [Member] | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | ||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | ||
Series C Preferred Stock [Member] | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Authorized | 5,500,000 | 5,500,000 | ||
Preferred Stock, Shares Issued | 40,000 | |||
Preferred Stock, Shares Outstanding | 40,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
REVENUES | ||||
Product | $ 81,596 | $ 582,389 | $ 170,859 | $ 745,037 |
Licensing | 118,025 | 77,000 | 149,775 | 84,000 |
Equipment leases | 269,522 | 221,783 | 544,028 | 324,317 |
Total Revenues | 469,143 | 881,172 | 864,662 | 1,153,354 |
OPERATING EXPENSES | ||||
General and administrative | 658,616 | 592,042 | 1,552,067 | 1,140,828 |
Research and development | 5,756 | 5,000 | 14,955 | 5,000 |
Cost of product, licensing and equipment leases | 87,468 | 415,855 | 140,369 | 564,705 |
Depreciation and amortization | 108,606 | 81,348 | 196,728 | 164,369 |
Total operating expenses | 860,446 | 1,094,245 | 1,904,119 | 1,874,902 |
Loss from operations | (391,303) | (213,073) | (1,039,457) | (721,548) |
OTHER INCOME (EXPENSE) | ||||
Gain (loss) on change in fair value of derivative liability | 1,550,080 | (6,015,835) | 1,292,161 | (15,310,597) |
Gain (loss) on settlement of debt | 3,011,297 | 13,707,921 | 3,327,698 | 13,663,921 |
Interest expense | (98,287) | (459,930) | (276,643) | (894,341) |
Misc. income | 50,000 | |||
Total other income (expense) | 4,463,090 | 7,232,156 | 4,393,216 | (2,541,017) |
Income (loss) before income taxes | 4,071,787 | 7,019,083 | 3,353,759 | (3,262,565) |
Income taxes | ||||
NET INCOME (LOSS) | 4,071,787 | 7,019,083 | 3,353,759 | (3,262,565) |
Preferred series C stock deemed dividends | (270,000) | |||
NET (INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS' | $ 4,071,787 | $ 7,019,083 | $ 3,353,759 | $ (3,532,565) |
Basic income (loss) per share | $ 0.01 | $ 0.01 | $ 0 | $ (0.01) |
Diluted income (loss) per share | $ 0 | $ 0 | $ 0 | $ (0.01) |
Basic weighted average shares outstanding | 761,250,542 | 569,964,666 | 756,501,281 | 557,809,456 |
Diluted weighted average shares outstanding | 982,197,398 | 774,463,424 | 1,020,426,754 | 557,809,456 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance - December 31, 2020 at Dec. 31, 2019 | $ 498,881 | $ 15,872,330 | $ (26,505,567) | $ (10,134,356) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 498,880,300 | |||
Common stock issued for services | $ 15,525 | 103,538 | 119,063 | |
Stock Issued During Period, Shares, Issued for Services | 15,525,000 | |||
Common stock issued in settlement of debt | $ 250 | 7,975 | 8,225 | |
Stock Issued During Period, Shares, Other | 250,000 | |||
Common stock issued in conversion of convertible notes payable | $ 36,050 | 360,660 | 396,710 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 36,050,000 | |||
Beneficial conversion feature on preferred series C stock | 270,000 | (270,000) | ||
Net income | (10,281,648) | (10,281,648) | ||
Balance - June 30, 2021 at Mar. 31, 2020 | $ 550,706 | 16,614,503 | (37,057,215) | (19,892,006) |
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 550,705,300 | |||
Balance - December 31, 2020 at Dec. 31, 2019 | $ 498,881 | 15,872,330 | (26,505,567) | (10,134,356) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 498,880,300 | |||
Net income | (3,262,565) | |||
Balance - June 30, 2021 at Jun. 30, 2020 | $ 584,202 | 18,056,637 | (30,038,132) | (11,397,293) |
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 584,201,486 | |||
Common stock issued in cashless exercise of warrants | 429,948 | |||
Balance - December 31, 2020 at Mar. 31, 2020 | $ 550,706 | 16,614,503 | (37,057,215) | (19,892,006) |
Shares, Outstanding, Beginning Balance at Mar. 31, 2020 | 550,705,300 | |||
Common stock issued in settlement of debt | $ 15,000 | 826,500 | 841,500 | |
Stock Issued During Period, Shares, Other | 15,000,000 | |||
Net income | 7,019,083 | 7,019,083 | ||
Balance - June 30, 2021 at Jun. 30, 2020 | $ 584,202 | 18,056,637 | (30,038,132) | (11,397,293) |
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 584,201,486 | |||
Common stock issued for cash | $ 4,250 | 135,750 | 140,000 | |
Sale of Stock, Number of Shares Issued in Transaction | 4,250,000 | |||
Common stock issued in cashless exercise of warrants | $ 9,246 | 420,702 | 429,948 | |
[custom:StockIssuedDuringPeriodSharesCashlessExerciseOfWarrants] | 9,246,186 | |||
Conversion of preferred series C stock | $ 5,000 | 45,000 | 50,000 | |
[custom:CommonStockIssuedInConversionOfPreferredSeriesCStockShares] | 5,000,000 | |||
Stock-based compensation | 14,182 | 14,182 | ||
Balance - December 31, 2020 at Dec. 31, 2020 | $ 722,488 | 23,202,933 | (30,587,612) | (6,662,191) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 722,487,846 | |||
Common stock issued for services | $ 2,500 | 74,276 | 76,776 | |
Stock Issued During Period, Shares, Issued for Services | 2,500,000 | |||
Common stock issued in settlement of debt | $ 4,466 | 648,844 | 653,310 | |
Stock Issued During Period, Shares, Other | 4,466,508 | |||
Common stock issued in conversion of convertible notes payable | $ 25,000 | $ 25,000 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,000,000 | 25,000,000 | ||
Net income | (718,028) | $ (718,028) | ||
Balance - June 30, 2021 at Mar. 31, 2021 | $ 758,454 | 23,962,053 | (31,305,640) | (6,585,133) |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 758,454,354 | |||
Conversion of preferred series C stock | $ 4,000 | 36,000 | $ 40,000 | |
[custom:CommonStockIssuedInConversionOfPreferredSeriesCStockShares] | 4,000,000 | 4,000,000 | ||
Balance - December 31, 2020 at Dec. 31, 2020 | $ 722,488 | 23,202,933 | (30,587,612) | $ (6,662,191) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 722,487,846 | |||
Net income | 3,353,759 | |||
Balance - June 30, 2021 at Jun. 30, 2021 | $ 770,126 | 24,193,149 | (27,233,853) | (2,270,578) |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 770,126,229 | |||
Common stock issued in cashless exercise of warrants | 34,594 | |||
Balance - December 31, 2020 at Mar. 31, 2021 | $ 758,454 | 23,962,053 | (31,305,640) | (6,585,133) |
Shares, Outstanding, Beginning Balance at Mar. 31, 2021 | 758,454,354 | |||
Common stock issued for services | $ 1,000 | 32,174 | 33,174 | |
Stock Issued During Period, Shares, Issued for Services | 1,000,000 | |||
Net income | 4,071,787 | 4,071,787 | ||
Balance - June 30, 2021 at Jun. 30, 2021 | $ 770,126 | 24,193,149 | (27,233,853) | (2,270,578) |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 770,126,229 | |||
Common stock issued for cash | $ 8,750 | 166,250 | 175,000 | |
Sale of Stock, Number of Shares Issued in Transaction | 8,750,000 | |||
Common stock issued in cashless exercise of warrants | $ 1,922 | $ 32,672 | $ 34,594 | |
[custom:StockIssuedDuringPeriodSharesCashlessExerciseOfWarrants] | 1,921,875 | 1,921,875 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 3,353,759 | $ (3,262,565) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 196,728 | 164,369 |
Amortization of debt discount | 163,471 | 280,188 |
Common stock issued for services | 194,131 | 133,245 |
(Gain) loss on change in fair value of derivative liability | (1,292,161) | 15,310,597 |
Amortization of right of use asset | 24,673 | |
(Gain) loss on settlement of debt | (3,327,698) | (13,663,921) |
Default penalties on convertible notes | 15,173 | 13,762 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 77,154 | (207,213) |
Inventory | (180) | 26,669 |
Prepaid expenses | 91,269 | (8,295) |
Deposits | (2,974) | |
Other assets | (2,890) | (12,027) |
Operating lease liability | (24,673) | |
Accrued expenses | 48,448 | 620,188 |
Accrued expenses - related party | 44,376 | 13,773 |
Accounts payable | (101,039) | 132,577 |
Net cash used in operating activities | (542,433) | (458,653) |
Cash Flows from Investing Activities | ||
Purchase of equipment | (975) | |
Net cash used for by investing activities | (975) | |
Cash Flows from Financing Activities | ||
Proceeds from notes payable | 410,377 | 155,525 |
Proceeds from notes payable - related parties | 3,500 | |
Proceeds from convertible notes payable | 920,000 | 413,000 |
Proceeds from common stock subscriptions | 175,000 | 140,000 |
Proceeds from preferred series C stock subscriptions | 270,000 | |
Repayment of convertible notes payable | (324,335) | (311,888) |
Repayment of notes payable | (568,179) | (245,551) |
Repayment of notes payable - related parties | (30,000) | (4,286) |
Net cash provided by financing activities | 582,863 | 420,300 |
Net change in cash | 39,455 | (38,353) |
Cash and cash equivalents at beginning of period | 115,196 | 67,613 |
Cash and cash equivalents at end of period | 154,651 | 29,260 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 43,496 | 53,645 |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Preferred series C stock deemed dividend | 270,000 | |
Original debt discount against convertible notes | 12,000 | 197,888 |
Original debt discount against notes payable | 174,435 | 23,917 |
Common stock issued for services | 81,740 | |
Common stock issued in conversion of convertible notes payable | 25,000 | 396,710 |
Common stock issued in settlement of notes payable to related parties | 653,310 | |
Common stock issued in cashless exercise of warrants | 34,594 | 429,948 |
Common stock issued in conversion of preferred series C stock | 40,000 | 50,000 |
Property plant and equipment transferred to inventory | $ 26,669 |
NOTE 1. BASIS OF PRESENTATION A
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The unaudited interim condensed consolidated financial statements of PCT LTD (the "Company") have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of our balance sheets, statements of operations, stockholders' equity (deficit), and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2020 audited financial statements as reported in its Form 10-K/A, filed on September 10, 2021. COVID-19 In December 2019 COVID-19 emerged in Wuhan, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to almost all other countries, including the United States, and infections have been reported globally. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. The ultimate impact of the COVID-19 pandemic on the Company's operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on our business, financial condition and results of operations. The significance of the impact of the COVID-19 outbreak on the Company's businesses and the duration for which it may have an impact cannot be determined at this time. At a minimum, the COVID-19 pandemic caused the Company to restrict travel of its personnel and to initiate distributor installations of certain of the Company's equipment, as possible. The Company adapted to the immediate need for its US EPA registered disinfectant at the end of March and beginning of April, 2020, by installing greater storage reserves and by assembling more of its higher-volume equipment to produce the hospital grade disinfectant known as Hydrolyte®. There were hard costs associated with these adaptations to the Little River, SC facility, but the Company continues to benefit from its fluid production capacities over the longer term. As the Federal, state and other restrictions associated with the pandemic have lessened, the Company is able to act more effectively in obtaining new contracts for its healthcare equipment, the Annihilyzer® and other equipment. Nature of Operations PCT LTD (formerly Bingham Canyon Corporation, (the "Company," "PCT Ltd," or "Bingham"), a Delaware corporation, was formed on February 27, 1986. The Company changed its domicile to Nevada on August 26, 1998. The Company acquires, develops and provides sustainable, environmentally safe disinfecting, cleaning and tracking technologies. The Company specializes in providing cleaning, sanitizing, and disinfectant fluid solutions and fluid-generating equipment that creates environmentally safe solutions for global sustainability. Paradigm is located in Little River, SC and was formed June 6, 2012 under the name of EUR-ECA, Ltd. On September 11, 2015, its Board of Directors authorized EUR-ECA Ltd to file with the Nevada Secretary of State to change its name to Paradigm Convergence Technologies Corp. Paradigm is a technology licensing company specializing in environmentally safe solutions for global sustainability. The company holds a patent, intellectual property and/or distribution rights to innovative products and technologies. Paradigm provides innovative products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces, food processing equipment, and medical devices. Paradigm's overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships. Effective on February 29, 2018, the Company changed its name from Bingham Canyon Corporation to PCT LTD to more accurately identify the Company's direction and to develop the complimentary relationship and association with its wholly-owned operating company, Paradigm Convergence Technologies Corporation ("Paradigm" or "PCT Corp."). Significant Accounting Policies There have been no changes to the significant accounting policies of the Company from the information provided in Note 1 of the Notes to the Consolidated Financial Statements in the Company's most recent Form 10-K. Fair Value Measurements The Company follows ASC 820, " Fair Value Measurements and Disclosures Level 1 - Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of our financial instruments, including, cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments. Derivative liabilities are determined based on "Level 3" inputs, which are significant and unobservable and have the lowest priority. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Our financial assets and liabilities carried at fair value measured on a recurring basis Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 2,454,631 - - 2,454,631 Total 2,454,631 - - 2,454,631 Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2020, consisted of the following: Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 7,102,801 - - 7,102,801 Total 7,102,801 - - 7,102,801 (1) The Company has estimated the fair value of these liabilities using the Binomial Model. Basic and Diluted Loss Per Share Basic income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as options, warrants, convertible notes payable, preferred series A stock and preferred series C stock. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, for the three months and six months ended June 30, 2021, there were outstanding common share equivalents which amounted to 24,637,488 25,411,224 For fiscal periods with net losses, these common share equivalents were not included in the computation of diluted loss per share as their effect would have been anti-dilutive Three months ended June 30, 2021 Three months ended June 30, 2020 Six months Six months Numerator: Net income (loss) 4,071,787 7,019,083 3,353,759 (3,532,565 ) (Gain) loss on change in fair value of derivative liability (1,615,133 ) 4,463,852 (1,376,157 ) - Gain on settlement of debt (2,932,588 ) (13,794,438 ) (3,248,989 ) - Amortization of debt discount - 176,381 - - Interest expense 8,358 52,146 21,866 - Adjusted net income (loss) (467,576 ) (2,082,976 ) (1,249,581 ) (3,532,565 ) Denominator: Weighted average shares outstanding used in computing net income (loss) per share Basic 761,250,542 569,964,666 756,501,281 557,809,456 Effect of dilutive warrants 162,292,350 81,681,300 105,465,610 - Effect of convertible note weighted shares 58,654,505 122,817,458 158,459,863 - Diluted 982,197,398 774,463,424 1,020,426,754 557,809,456 Net income (loss) per share applicable to common shareholders: Basic 0.01 0.01 0.00 (0.01 ) Diluted (0.00 ) (0.00 ) (0.00 ) (0.01 ) Recent Accounting Pronouncements ASU 2019-12 amends the requirements related to the accounting for "hybrid" tax regimes. Such regimes are tax jurisdictions that impose the greater of two taxes - one based on income, or one based on items other than income. Although ASC 740 does not apply to taxes based on items other than income, ASC 740-10-15-4(a) originally specified that if there is a tax based on income that is greater than a franchise tax based on capital, only that excess is subject to the guidance in ASC 740. In feedback to the FASB, stakeholders indicated that the guidance on hybrid tax regimes increased the cost and complexity of applying ASC 740, particularly when the tax amount deemed to be a non-income tax was insignificant. Further, such guidance made it more difficult for entities to determine the appropriate tax rate to use when recording deferred taxes. Accordingly, the FASB amended ASC 740-10-15-4(a) to state that an entity should include the amount of tax based on income in the tax provision and should record any incremental amount recorded as a tax not based on income. This amendment effectively reverses the order in which an entity determines the type of tax under current U.S. GAAP. In addition, the ASU amends the illustrative examples referred to and included in ASC 740-10-55-26 and ASC 740-10-55-139 through 55-144. The FASB notes that such amendments are consistent with the accounting for other incremental taxes, such as the base erosion anti-abuse tax. Moreover, in paragraph BC12 of the ASU, the FASB concluded that subjecting these taxes to the disclosure requirements in ASC 740 will result in greater transparency of franchise tax amounts. In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815- 40)" ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU's amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements. |
NOTE 2. GOING CONCERN
NOTE 2. GOING CONCERN | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 2. GOING CONCERN | NOTE 2. GOING CONCERN The accompanying consolidated condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit of $ 27,233,853 5,690,484 |
NOTE 3. PROPERTY AND EQUIPMENT
NOTE 3. PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
NOTE 3. PROPERTY AND EQUIPMENT | NOTE 3. PROPERTY AND EQUIPMENT Property and equipment June 30, 2021 December 31, 2020 Leasehold improvements $ 18,840 $ 18,840 Machinery and leased equipment 365,483 365,483 Machinery and equipment not yet in service 32,580 32,580 Office equipment and furniture 40,332 39,357 Website 2,760 2,760 Total property and equipment $ 459,995 $ 459,020 Less: Accumulated Depreciation (144,785 ) (100,301 ) Property and equipment, net $ 315,210 $ 358,719 Depreciation expense was $ 44,484 12,207 |
NOTE 4. INTANGIBLE ASSETS
NOTE 4. INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
NOTE 4. INTANGIBLE ASSETS | NOTE 4. INTANGIBLE ASSETS Intangible assets June 30, 2021 December 31, 2020 Patents $ 4,505,489 $ 4,505,489 Technology rights 200,000 200,000 Intangibles, at cost 4,705,489 4,705,489 Less: Accumulated amortization (1,457,709 ) (1,305,465 ) Net Carrying Amount $ 3,247,780 $ 3,400,024 Amortization expense was $ 152,244 152,162 Estimated Future Amortization Expense $ For year ending December 31, 2021 - remaining 152,244 For year ending December 31, 2022 304,488 For year ending December 31, 2023 304,488 For year ending December 31, 2024 304,488 For year ending December 31, 2025 304,488 Thereafter 1,877,584 Total 3,247,780 |
NOTE 5. LEASES
NOTE 5. LEASES | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
NOTE 5. LEASES | NOTE 5. LEASES On August 26, 2020, the Company signed a new one-year lease for the Company headquarters and operations located in Little River, South Carolina. The lease was effective retroactively from July 1, 2020, ending on June 30, 2021, for $ 7,500 7,650 On October 19, 2020, the Company entered into a building lease with a three-year term and an effective date of November 1, 2020. The lease requires the Company to make payments of $ 4,500 27,000 On March 15, 2021, the Company entered into a building lease with a two-year term and an effective date of April 1, 2021. The lease requires the Company to make payments of $ 2,750 At June 30, 2021, the weighted average remaining operating lease term was 2.13 20.7 The components of lease expenses 2021 2020 $ Total operating lease cost 38,000 - The following table provides supplemental cashflow and other information related to leases for the six month period ended June 30, 2021 and 2020: 2021 2020 $ Lease payments 83,000 17,940 Supplemental balance sheet information related to leases as of June 30, 2021 and 2020 are as below: 2021 2020 $ Cost 176,213 - Accumulated amortization (29,902 ) - Net carrying value 146,311 - Future minimum lease payments related to lease obligations $ 2021 43,500 2022 87,000 2023 50,500 Total minimum lease payments 181,000 Less: amount of lease payments representing effects of discounting (34,689 ) Present value of future minimum lease payments 146,311 Less: current obligations under leases (62,861 ) Lease liabilities, net of current portion 83,450 |
NOTE 6. Notes Payable
NOTE 6. Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 6. Notes Payable | NOTE 6. Notes Payable The following tables summarize notes payable Type Original Amount Origination Date Maturity Date Effective Annual Interest Rate Balance at June 30, 2021 Balance at December 31, 2020 Note Payable ** $ 25,000 05/08/2017 06/30/2018 0 % $ 27,500 $ 27,500 Note Payable ** $ 8,700 11/15/2018 06/30/2019 10 % $ 8,700 $ 8,700 Note Payable ** $ 118,644 05/05/2020 05/05/2021 8 % $ 110,644 $ 110,644 Note Payable (a) $ 199,500 10/01/2020 09/28/2021 66 % $ 45,879 $ 149,573 Note Payable (b) $ 126,000 11/03/2020 04/23/2021 166 % $ - $ 85,050 Note Payable (c) $ 113,980 11/04/2020 03/15/2021 210 % $ - $ 65,988 Note Payable (d) $ 177,800 01/02/2021 07/12/2021 116 % $ - $ - Note Payable (e)** $ 111,920 03/09/2021 05/21/2021 220 % $ 1,399 $ - Note Payable (f) $ 29,686 03/09/2021 Demand 34 % $ - $ - Note Payable (g) $ 222,400 06/01/2021 Demand 181 % $ 188,185 $ - Note Payable (h) $ 87,000 06/29/2021 Demand 211 % $ 87,000 $ - Sub-total $ 469,307 $ 447,455 Debt discount $ (84,999 ) $ (63,075 ) Balance, net $ 384,308 $ 384,380 Less current portion $ (384,308 ) $ (384,380 ) Total long-term $ - $ - ** Currently in default a) On October 1, 2020, the Company sold future receivables with a non-related party for $ 199,500 53,250 146,250 3,841 23,899 39,136 6,743 b) On November 3, 2020, the Company sold future receivables with a non-related party for $ 126,000 39,650 86,350 1,050 18,944 85,050 0 c) On November 4, 2020, the Company sold future receivables with a non-related party for $ 113,980 34,440 79,540 5,999 13,489 65,988 0 d) On January 2, 2021, the Company sold future receivables with a non-related party for $ 177,800 39,795 35,994 102,011 7,730 39,795 46,383 43,600 0 e) On March 9, 2021, the Company sold future receivables with a non-related party for $ 111,920 35,120 76,800 1,399 35,120 110,521 1,399 f) On March 9, 2021, the Company sold future receivables with a non-related party for $ 29,686 10,120 19,566 10,120 29,686 0 g) On June 1, 2021, the Company sold future receivables with a non-related party for $ 222,400 8,000 62,400 152,000 8,554 19,146 34,215 136,931 51,254 h) On June 29, 2021, the Company sold future receivables with a non-related party for $ 87,000 27,000 60,000 0 60,000 27,000 The following table summarizes notes payable, related parties Type Original Amount Origination Date Maturity Date Annual Interest Rate Balance at June 30, 2021 Balance at December 31, 2020 Note Payable, RP ** $ 30,000 04/10/2018 01/15/2019 3 % $ - $ 30,000 Note Payable, RP **(i) $ 380,000 06/20/2018 01/02/2020 8 % $ - $ 380,000 Note Payable, RP **(j) $ 350,000 06/20/2018 01/02/2020 5 % $ - $ 285,214 Note Payable, RP ** $ 17,000 06/20/2018 01/02/2020 5 % $ 17,000 $ 17,000 Note Payable, RP ** $ 50,000 07/27/2018 11/30/2018 8 % $ 50,000 $ 50,000 Note Payable, RP $ 5,000 10/09/2018 Demand 0 % $ 5,000 $ 5,000 Note Payable, RP $ 5,000 10/19/2018 Demand 0 % $ 5,000 $ 5,000 Note Payable, RP ** $ 15,000 08/16/2019 02/16/2020 8 % $ 15,000 $ 15,000 Note Payable, RP $ 2,000 02/11/2020 Demand 0 % $ 2,000 $ 2,000 Note Payable, RP (j) $ 84,034 02/16/2021 Demand 5 % $ 84,034 $ - Subtotal $ 178,034 $ 789,214 Debt discount $ - $ - Balance, net $ 178,034 $ 789,214 Less current portion $ (178,034 ) $ (789,214 ) Total long-term $ - $ - ** Currently in default i) On February 16, 2021, the Company issued 2,663,299 380,000 26,153 74,572 328,919 j) On February 16, 2021, the Company issued 1,803,279 247,270 275,000 331,304 84,034 5 50,492 194,861 The following table summarizes convertible notes payable Type Original Amount Origination Date Maturity Date Annual Interest Rate Balance at June 30, 2021 Balance at December 31, 2020 Convertible Note Payable* ** $ 65,000 12/06/2018 12/06/2019 12 % $ 46 $ 46 Convertible Note Payable (k)** $ 75,000 03/18/2019 12/13/2019 24 % $ 88,795 $ 177,795 Convertible Note Payable (l) $ 30,000 03/06/2020 03/05/2021 12 % $ - $ 21,662 Convertible Note Payable (m)* ** $ 150,000 04/10/2020 04/09/2021 12 % $ 40,000 $ 165,000 Convertible Note Payable (n) $ 300,000 08/27/2020 07/31/2021 12 % $ 280,000 $ 300,000 Convertible Note Payable (o) $ 53,500 09/22/2020 03/21/2022 12 % $ - $ 53,500 Convertible Note Payable (p) $ 87,500 09/24/2020 Demand 8 % $ 15,000 $ 40,000 Convertible Note Payable (q) $ 200,000 10/07/2020 10/06/2021 5 % $ 200,000 $ 200,000 Convertible Note Payable (r) $ 200,000 10/16/2020 10/15/2021 5 % $ 200,000 $ 200,000 Convertible Note Payable (s) $ 300,000 11/11/2020 11/10/2021 5 % $ 300,000 $ 300,000 Convertible Note Payable (t) $ 150,000 12/29/2020 12/28/2021 5 % $ 150,000 $ 150,000 Convertible Note Payable (u) $ 150,000 01/27/2021 01/27/2022 5 % $ 150,000 $ - Convertible Note Payable (v) $ 128,000 02/22/2021 02/22/2022 12 % $ 128,000 $ - Convertible Note Payable (w) $ 200,000 03/18/2021 03/18/2022 5 % $ 200,000 $ - Convertible Note Payable (x) $ 83,000 03/26/2021 03/26/2022 12 % $ 83,000 $ - Convertible Note Payable (y) $ 43,000 04/05/2021 04/05/2022 12 % $ 43,000 $ - Convertible Note Payable (z) $ 200,000 04/14/2021 04/14/2022 5 % $ 200,000 $ - Convertible Note Payable (aa) $ 128,000 05/03/2021 05/03/2022 12 % $ 128,000 $ - Subtotal $ 2,205,841 $ 1,608,003 Debt discount $ (9,042 ) $ - Balance, net $ 2,196,799 $ 1,608,003 Less current portion $ (2,196,799 ) $ (1,554,503 ) * Embedded conversion feature accounted for as a derivative liability at period end k) During the six months ended June 30, 2021, the Company repaid $ 89,000 l) On May 7, 2021, the Company deemed in the best interest to settle the convertible debt with a non-related party and allow for the cashless exercise to purchase 1,921,875 0.032 60,072,853 36,994 15,174 36,836 3,657 36,994 1,921,875 34,594 31,095 m) On April 10, 2020, the Company entered into a convertible promissory note with a non-related party for $ 150,000 18,000 132,000 12 The embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15. The initial fair value of the conversion feature was $ 507,847 132,000 375,847 15,000 165,000 125,000 40,000 n) During the six months ended June 30, 2021, the Company repaid $ 20,000 280,000 o) On September 22, 2020, the Company entered into a convertible promissory note with a non-related party for $ 53,500 3,500 50,000 12 53,500 25,882 p) During the six months ended June 30, 2021 the Company issued 25,000,000 25,000 15,000 q) On October 7, 2020, the Company entered into a convertible promissory note with a non-related party for $ 200,000 5 r) On October 16, 2020, the Company entered into a convertible promissory note with a non-related party for $ 200,000 5 s) On November 11, 2020, the Company entered into a convertible promissory note with a non-related party for $ 300,000 5 t) On December 29, 2020, the Company entered into a convertible promissory note with a non-related party for $ 150,000 5 u) On January 27, 2021, the Company entered into a convertible promissory note with a non-related party for $ 150,000 5 v) On February 22, 2021, the Company entered into a convertible promissory note with a non-related party for $ 128,000 3,000 125,000 12 w) On March 18, 2021, the Company entered into a convertible promissory note with a non-related party for $ 200,000 5 x) On March 26, 2021, the Company entered into a convertible promissory note with a non-related party for $ 83,000 3,000 80,000 12 y) On April 5, 2021, the Company entered into a convertible promissory note with a non-related party for $ 43,000 3,000 40,000 12 z) On April 14, 2021, the Company entered into a convertible promissory note with a non-related party for $ 200,000 5 aa) On May 3, 2021, the Company entered into a convertible promissory note with a non-related party for $ 128,000 3,000 125,000 12 |
NOTE 7. DERIVATIVE LIABILITIES
NOTE 7. DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Note 7. Derivative Liabilities | |
NOTE 7. DERIVATIVE LIABILITIES | NOTE 7. DERIVATIVE LIABILITIES The embedded conversion option of (1) the convertible notes payable described in Note 6; and (2) warrants; contain conversion features that qualify for embedded derivative classification. The fair value of the liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. Upon the issuance of the convertible notes payable described in Note 6, the Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible notes, warrants and options. The Company elected to reclassify contracts from equity with the earliest inception date first. As a result, none of the Company's previously outstanding convertible instruments qualified for derivative reclassification, however, any convertible securities issued after the election, including the warrants described in Note 10, qualified for derivative classification. The Company reassesses the classification of the instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The table below sets forth a summary of changes in the fair value of the Company's Level 3 financial liabilities June 30, December 31, Balance at the beginning of period $ 7,102,801 $ 10,517,873 Original discount limited to proceeds of notes - 166,000 Settlement of derivative instruments (3,356,009 ) (16,824,669 ) Change in fair value of embedded conversion option (1,292,161 ) 13,243,597 Balance at the end of the period $ 2,454,631 $ 7,102,801 The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option and warrant liabilities as their fair values were determined by using the Binomial Model based on various assumptions. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At June 30, 2021 116 262 0.04 - 0.92 % 0 % 0.56 4.41 The Company uses Level 3 inputs for its valuation methodology for the preferred series A stock liability as their fair values were determined by using the Binomial Model based on various assumptions. |
NOTE 8. STOCKHOLDERS' DEFICIT
NOTE 8. STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
NOTE 8. STOCKHOLDERS' DEFICIT | NOTE 8. STOCKHOLDERS' DEFICIT Preferred Stock Effective March 23, 2018, the Company amended the articles of incorporation and authorized 10,000,000 0.001 Series A Preferred Shares Effective March 23, 2018, the Company amended the articles of incorporation and authorized 10,000,000 0.001 1,000,000 On December 1, 2018, the Company's Board of Directors authorized an offering for 1,000,000 0.10 60,000 600,000 On April 12, 2019, the Company filed a Certificate of Designation with the Nevada Secretary of State designating 1,000,000 Issue Price The stated price for the Series A Preferred shall be $0.10 per share. Redemption This Company may at any time following the first anniversary date of issuance (the "Redemption Date"), at the option of the Board of Directors, redeem in whole or in part the Shares by paying in cash in exchange for the Shares to be redeemed a price equal to the Original Series A Issue Price ($0.10) (the "Redemption Price"). Any redemption affected pursuant to this provision shall be made on a pro rata basis among the holders of the Shares in proportion to the number of the shares then held by them. Dividends None. Preference of Liquidation In the event of any liquidation, dissolution or winding up of the Company, the holders of Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Company, to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $0.10 for each outstanding Share (the "Original Series A Issue Price") and (ii) an amount equal to 6% of the Original Series A Issue Price for each 12 months that has passed since the date of issuance of any Shares (such amount being referred to herein as the "Premium"). For purposes of this provision, a liquidation, dissolution or winding up of this Company shall be deemed to be occasioned by, or to include, (A) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (B) a sale of all or substantially all of the assets of the Company; unless the Company's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company's acquisition or sale or otherwise), hold at least 50% of the voting power of the surviving or acquiring entity. If upon the occurrence of such liquidation, dissolution or winding up event, the assets and funds thus distributed among the holders of the Shares shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of preferred stock that may from time to time come into existence, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Shares in proportion to the preferential amount each such holder is otherwise entitled to receive. In any of such liquidation, dissolution or winding up event, if the consideration received by the Company is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows: A. Securities not subject to investment letter or other similar restrictions on free marketability (covered by (B) below): 1) If traded on a securities exchange (NASDAQ, AMEX, NYSE, etc.), the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing; 2) If traded on a quotation system, such as the OTC:QX, OTC:QB or OTC Pink Sheets, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and 3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock. B. The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of such Preferred Stock: Voting The holder of each Share shall not have any voting rights, except in the case of voting on a change in the preferences of Shares. Conversion Each Share shall be convertible into shares of the Company's Common Stock at a price per share of $0.10 (1 Share converts into 1 share of Common Stock), at the option of the holder thereof, at any time following the date of issuance of such Share and on or prior to the fifth day prior to the Redemption Date, if any, as may have been fixed in any Redemption Notice with respect to the Shares, at the office of this Company or any transfer agent for such stock. Each Share shall automatically be converted into shares of Common Stock on the first day of the thirty-sixth (36th) month following the original issue date of the shares at the Conversion Price per share. The Company was unable to issue the subscribers the preferred shares until the Company filed a Certificate of Designation and the Preferred Series "A" stock had been duly validly authorized. As the Company had not filed the Certificate of Designation and as the Company could not issue the preferred shares to settle the proceeds received, it was determined the subscriptions were settleable in cash. As a result, the Company classified the subscriptions received as a liability in accordance with ASC 480 Distinguishing Liabilities from Equity. The filing of the Certificate of Designation and issuance of the preferred shares resulted in the reclassification of the Series A Preferred Shares from a liability to temporary equity or "mezzanine" because the preferred shares include the liquidation preferences described above. The fair value of the preferred series A stock on April 12, 2019 was $60,398 and was valued by using the Binomial Model based on various assumptions and was reclassified from a liability to mezzanine equity. As of June 30, 2021, and December 31, 2020, there were 500,000 Series B Preferred Shares Effective August 13, 2019, the Company filed a Certificate of Designation with the Nevada Secretary of State thereby designating 1,000,000 Voting Rights Holders of the Series B Preferred Stock shall be entitled to cast five hundred (500) votes for each share held of the Series B Preferred Stock on all matters presented to the stockholders of the Corporation for stockholder vote which shall vote along with holders of the Corporation's Common Stock on such matters. Redemption Rights The Series B Preferred Stock shall be redeemed by the Corporation upon the successful receipt by the Corporation of at least $1,000,000 in equity capital following the issuance of the Series B Preferred Stock. To date the Company has received $500,500 of equity capital, and upon the receipt of an additional $499,500 in equity capital the redemption right will be triggered. Conversion Rights The Series B Preferred Stock is not convertible into shares of Common Stock of the Corporation. Protective Provisions So long as any shares of Series B Preferred Stock are outstanding, this Corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the Holders of the Series B Preferred Stock which is entitled, other than solely by law, to vote with respect to the matter, and which Preferred Stock represents at least a majority of the voting power of the then outstanding shares of such Series B Preferred Stock: a) sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Corporation is disposed of; b) alter or change the rights, preferences or privileges of the shares of Series B Preferred Stock so as to affect adversely the shares; c) increase or decrease (other than by redemption or conversion) the total number of authorized shares of preferred stock; d) authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security (i) having a preference over, or being on a parity with, the Series B Preferred Stock with respect to dividends or upon liquidation, or (ii) having rights similar to any of the rights of the Series B Preferred Stock; or e) amend the Corporation's Articles of Incorporation or bylaws. Dividends None. Preference of Liquidation None Upon designation, the Company issued 500,000 1,000,000 158,247 As of June 30, 2021, and December 31, 2020, there were 1,000,000 Series C Preferred Shares Pursuant to the September 18, 2019 majority consent of stockholders in lieu of an annual meeting (including the consent of the Series A Convertible Preferred Stockholders), the Registrant filed a Certificate of Designation with the Nevada Secretary of State designating 5,500,000 The number of shares constituting the Series C Convertible Preferred Stock shall be 5,500,000 Conversion Rights Each Share shall be convertible into shares of the Company's Common Stock at a price per share of $0.01 (1 Share converts into 100 shares of Common Stock) (the "Conversion Price"), at the option of the holder thereof, at any time following the date of issuance of such Share and on or prior to the fifth (5th) day prior to the redemption Date, if any, as may have been fixed in any redemption notice with respect to the Shares, at the office of this Company or any transfer agent for such stock. Voting Rights The holder of each Share shall not have any voting rights, except in the case of voting on a change in the preferences of Shares. Protective Provisions So long as any Shares are outstanding, this Company shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of Shares which is entitled, other than solely by law, to vote with respect to the matter, and which Shares represents at least a majority of the voting power of the then outstanding Shares: a) sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of; b) alter or change the rights, preferences or privileges of the Shares so as to affect adversely the Shares; c) increase or decrease (other than by redemption or conversion) the total number of authorized shares of preferred stock; d) authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security (i) having a preference over, or being on a parity with, the Shares with respect to liquidation, or (ii) having rights similar to any of the rights of the Preferred Stock; or e) amend the Company's Articles of Incorporation or bylaws. Other Rights There are no other rights, privileges or preferences attendant or relating to in any way the Shares, including by way of illustration but not limitation, those concerning dividend, ranking, other conversion, other redemption, participation or anti-dilution rights or preferences. As conversion of the Series C Preferred Shares is not within the control of the Company, and it is not certain that the Company could satisfy its obligation to deliver shares upon conversion, the Series C Preferred Shares were classified in temporary equity or "mezzanine". At December 31, 2020, there were 40,000 1 40,000 On February 15, 2021, 40,000 4,000,000 Common Stock Effective March 23, 2018, the Company amended the Articles of Incorporation and increased the authorized shares of common stock with a par value of $ 0.001 100,000,000 300,000,000 0.001 300,000,000 1,000,000,000 770,126,229 722,487,846 On January 4, 2021, the Company issued 25,000,000 40,000 On February 15, 2021, 40,000 4,000,000 On February 16, 2021, the Company issued 1,803,279 247,270 275,000 331,304 On February 16, 2021, the Company issued 2,663,299 380,000 26,153 On March 1, 2021, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide advisory services through May 31, 2021 in consideration of 2,500,000 62,750 On May 7, 2021, the Company issued 1,921,875 On May 27, 2021, the Company issued 1,000,000 18,990 On June 2, 2021, the Company issued 3,750,000 75,000 On June 30, 2021, the Company issued 5,000,000 100,000 |
NOTE 9. STOCK OPTIONS
NOTE 9. STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Note 9. Stock Options | |
NOTE 9. STOCK OPTIONS | NOTE 9. STOCK OPTIONS Below is a table summarizing the options issued and outstanding as of June 30, 2021: Number of Weighted average exercise price Balance, December 31, 2020 200,000 2.00 Granted - - Expired - - Settled - - Balance, June 30, 2021 200,000 2.00 As at June 30, 2020, the following share stock options were outstanding Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 01/26/2017 200,000 200,000 2.00 0.58 01/26/2022 400,000 200,000 200,000 $ 400,000 The weighted average exercise prices are $ 2.00 nil |
NOTE 10. WARRANTS
NOTE 10. WARRANTS | 6 Months Ended |
Jun. 30, 2021 | |
Note 10. Warrants | |
NOTE 10. WARRANTS | NOTE 10. WARRANTS The Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible instruments. The initial fair value of the warrants issued during the period was calculated using the Binomial Model as described in Note 6. The following table summarizes the continuity of share purchase warrants Number of Weighted average exercise price Balance, December 31, 2020 260,500,000 0.00283 Granted - - Exercised (142,857,143 ) 0.00035 Settled - - Balance, June 30, 2021 117,642,857 0.00584 As at June 30, 2021, the following share purchase warrants were outstanding Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 12/3/2018 500,000 500,000 0.10 2.43 12/3/2023 50,000 03/13/2019 107,142,857 107,142,857 0.00035 * 2.70 03/13/2024 37,500 8/26/2020 10,000,000 10,000,000 0.06 * 4.16 8/26/2025 600,000 117,642,857 117,642,857 $ 687,500 *The number of warrants outstanding and exercisable is variable based on adjustments to the exercise price of the warrant due to dilutive issuances. The intrinsic value of warrants outstanding at June 30, 2021 was $ 1,805,357 |
NOTE 11. RELATED PARTY TRANSACT
NOTE 11. RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
NOTE 11. RELATED PARTY TRANSACTIONS | NOTE 11. RELATED PARTY TRANSACTIONS The Company has agreements with related parties for consulting services, accrued rent, accrued interest, notes payable and stock options. See Notes to Financial Statements numbers 6, 8, 9 and 12 for more details. |
NOTE 12. COMMITMENTS AND CONTIN
NOTE 12. COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 12. COMMITMENTS AND CONTINGENCIES | NOTE 12. COMMITMENTS AND CONTINGENCIES Consulting Agreements On March 1, 2021, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide consulting services to the Company in various marketing and management matters for a period of three months. In consideration for the services performed by the consultant, the Company agreed to compensate the consultant $ 5,000 The Company also uses the professional services of securities attorneys, a US EPA specialist, professional accountants, and other public-company specialists. Employment Agreements - On May 5, 2021, the Company entered into an employment agreement with a recently appointed officer, for an initial term of three years. The terms of the contract call for an annual salary of $ 70,000 1,000,000 18,990 Other Obligations and Commitments - No new obligation or commitments during the period ending June 30, 2021. |
NOTE 13. SUBSEQUENT EVENTS
NOTE 13. SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
NOTE 13. SUBSEQUENT EVENTS | NOTE 13. SUBSEQUENT EVENTS On July 6, 2021, the Company settled the outstanding principal and accrued interest on a convertible note payable through a cash payment of $55,270. On July 30, 2021, the Company accepted the resignations of William Prince (President) and Marion Sofield (Investor Relations). Two million shares were issued to William Prince and One Million shares issued to Marion Sofield. On August 2, 2021, the Company appointed Arthur E. Abraham, as Director to PCT LTD Board of Directors, replacing William Prince. On August 12, 2021, the Company settled the outstanding principal and accrued interest on a convertible note payable through a cash payment of $179,000. On August 16, 2021, the Company settled the remaining outstanding principal on a convertible note payable of $88,795 and accrued interest through a cash payment of $21,000. In conjunction with the debt payment, 8,000,000 shares were issued on 9/1/21. As part of the settlement, the holders of 107,142,857 warrants have agreed to cancel said warrants once the Company is no longer delinquent with its filings with the SEC. On September 16, 2021, the Company settled the outstanding principal and accrued interest on a convertible note payable through a cash payment of $122,694. |
NOTE 1. BASIS OF PRESENTATION_2
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
COVID-19 | COVID-19 In December 2019 COVID-19 emerged in Wuhan, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to almost all other countries, including the United States, and infections have been reported globally. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. The ultimate impact of the COVID-19 pandemic on the Company's operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on our business, financial condition and results of operations. The significance of the impact of the COVID-19 outbreak on the Company's businesses and the duration for which it may have an impact cannot be determined at this time. At a minimum, the COVID-19 pandemic caused the Company to restrict travel of its personnel and to initiate distributor installations of certain of the Company's equipment, as possible. The Company adapted to the immediate need for its US EPA registered disinfectant at the end of March and beginning of April, 2020, by installing greater storage reserves and by assembling more of its higher-volume equipment to produce the hospital grade disinfectant known as Hydrolyte®. There were hard costs associated with these adaptations to the Little River, SC facility, but the Company continues to benefit from its fluid production capacities over the longer term. As the Federal, state and other restrictions associated with the pandemic have lessened, the Company is able to act more effectively in obtaining new contracts for its healthcare equipment, the Annihilyzer® and other equipment. |
Nature of Operations | Nature of Operations PCT LTD (formerly Bingham Canyon Corporation, (the "Company," "PCT Ltd," or "Bingham"), a Delaware corporation, was formed on February 27, 1986. The Company changed its domicile to Nevada on August 26, 1998. The Company acquires, develops and provides sustainable, environmentally safe disinfecting, cleaning and tracking technologies. The Company specializes in providing cleaning, sanitizing, and disinfectant fluid solutions and fluid-generating equipment that creates environmentally safe solutions for global sustainability. Paradigm is located in Little River, SC and was formed June 6, 2012 under the name of EUR-ECA, Ltd. On September 11, 2015, its Board of Directors authorized EUR-ECA Ltd to file with the Nevada Secretary of State to change its name to Paradigm Convergence Technologies Corp. Paradigm is a technology licensing company specializing in environmentally safe solutions for global sustainability. The company holds a patent, intellectual property and/or distribution rights to innovative products and technologies. Paradigm provides innovative products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces, food processing equipment, and medical devices. Paradigm's overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships. Effective on February 29, 2018, the Company changed its name from Bingham Canyon Corporation to PCT LTD to more accurately identify the Company's direction and to develop the complimentary relationship and association with its wholly-owned operating company, Paradigm Convergence Technologies Corporation ("Paradigm" or "PCT Corp."). |
Significant Accounting Policies | Significant Accounting Policies There have been no changes to the significant accounting policies of the Company from the information provided in Note 1 of the Notes to the Consolidated Financial Statements in the Company's most recent Form 10-K. |
Fair Value Measurements | Fair Value Measurements The Company follows ASC 820, " Fair Value Measurements and Disclosures Level 1 - Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of our financial instruments, including, cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments. Derivative liabilities are determined based on "Level 3" inputs, which are significant and unobservable and have the lowest priority. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Our financial assets and liabilities carried at fair value measured on a recurring basis Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 2,454,631 - - 2,454,631 Total 2,454,631 - - 2,454,631 Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2020, consisted of the following: Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 7,102,801 - - 7,102,801 Total 7,102,801 - - 7,102,801 (1) The Company has estimated the fair value of these liabilities using the Binomial Model. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as options, warrants, convertible notes payable, preferred series A stock and preferred series C stock. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, for the three months and six months ended June 30, 2021, there were outstanding common share equivalents which amounted to 24,637,488 25,411,224 For fiscal periods with net losses, these common share equivalents were not included in the computation of diluted loss per share as their effect would have been anti-dilutive Three months ended June 30, 2021 Three months ended June 30, 2020 Six months Six months Numerator: Net income (loss) 4,071,787 7,019,083 3,353,759 (3,532,565 ) (Gain) loss on change in fair value of derivative liability (1,615,133 ) 4,463,852 (1,376,157 ) - Gain on settlement of debt (2,932,588 ) (13,794,438 ) (3,248,989 ) - Amortization of debt discount - 176,381 - - Interest expense 8,358 52,146 21,866 - Adjusted net income (loss) (467,576 ) (2,082,976 ) (1,249,581 ) (3,532,565 ) Denominator: Weighted average shares outstanding used in computing net income (loss) per share Basic 761,250,542 569,964,666 756,501,281 557,809,456 Effect of dilutive warrants 162,292,350 81,681,300 105,465,610 - Effect of convertible note weighted shares 58,654,505 122,817,458 158,459,863 - Diluted 982,197,398 774,463,424 1,020,426,754 557,809,456 Net income (loss) per share applicable to common shareholders: Basic 0.01 0.01 0.00 (0.01 ) Diluted (0.00 ) (0.00 ) (0.00 ) (0.01 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements ASU 2019-12 amends the requirements related to the accounting for "hybrid" tax regimes. Such regimes are tax jurisdictions that impose the greater of two taxes - one based on income, or one based on items other than income. Although ASC 740 does not apply to taxes based on items other than income, ASC 740-10-15-4(a) originally specified that if there is a tax based on income that is greater than a franchise tax based on capital, only that excess is subject to the guidance in ASC 740. In feedback to the FASB, stakeholders indicated that the guidance on hybrid tax regimes increased the cost and complexity of applying ASC 740, particularly when the tax amount deemed to be a non-income tax was insignificant. Further, such guidance made it more difficult for entities to determine the appropriate tax rate to use when recording deferred taxes. Accordingly, the FASB amended ASC 740-10-15-4(a) to state that an entity should include the amount of tax based on income in the tax provision and should record any incremental amount recorded as a tax not based on income. This amendment effectively reverses the order in which an entity determines the type of tax under current U.S. GAAP. In addition, the ASU amends the illustrative examples referred to and included in ASC 740-10-55-26 and ASC 740-10-55-139 through 55-144. The FASB notes that such amendments are consistent with the accounting for other incremental taxes, such as the base erosion anti-abuse tax. Moreover, in paragraph BC12 of the ASU, the FASB concluded that subjecting these taxes to the disclosure requirements in ASC 740 will result in greater transparency of franchise tax amounts. In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815- 40)" ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU's amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements. |
NOTE 1. BASIS OF PRESENTATION_3
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
financial assets and liabilities carried at fair value measured on a recurring basis | Our financial assets and liabilities carried at fair value measured on a recurring basis Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 2,454,631 - - 2,454,631 Total 2,454,631 - - 2,454,631 Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2020, consisted of the following: Total fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Description: Derivative liability (1) 7,102,801 - - 7,102,801 Total 7,102,801 - - 7,102,801 |
For fiscal periods with net losses, these common share equivalents were not included in the computation of diluted loss per share as their effect would have been anti-dilutive | Basic income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as options, warrants, convertible notes payable, preferred series A stock and preferred series C stock. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, for the three months and six months ended June 30, 2021, there were outstanding common share equivalents which amounted to 24,637,488 25,411,224 For fiscal periods with net losses, these common share equivalents were not included in the computation of diluted loss per share as their effect would have been anti-dilutive Three months ended June 30, 2021 Three months ended June 30, 2020 Six months Six months Numerator: Net income (loss) 4,071,787 7,019,083 3,353,759 (3,532,565 ) (Gain) loss on change in fair value of derivative liability (1,615,133 ) 4,463,852 (1,376,157 ) - Gain on settlement of debt (2,932,588 ) (13,794,438 ) (3,248,989 ) - Amortization of debt discount - 176,381 - - Interest expense 8,358 52,146 21,866 - Adjusted net income (loss) (467,576 ) (2,082,976 ) (1,249,581 ) (3,532,565 ) Denominator: Weighted average shares outstanding used in computing net income (loss) per share Basic 761,250,542 569,964,666 756,501,281 557,809,456 Effect of dilutive warrants 162,292,350 81,681,300 105,465,610 - Effect of convertible note weighted shares 58,654,505 122,817,458 158,459,863 - Diluted 982,197,398 774,463,424 1,020,426,754 557,809,456 Net income (loss) per share applicable to common shareholders: Basic 0.01 0.01 0.00 (0.01 ) Diluted (0.00 ) (0.00 ) (0.00 ) (0.01 ) |
NOTE 3. PROPERTY AND EQUIPMENT
NOTE 3. PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment June 30, 2021 December 31, 2020 Leasehold improvements $ 18,840 $ 18,840 Machinery and leased equipment 365,483 365,483 Machinery and equipment not yet in service 32,580 32,580 Office equipment and furniture 40,332 39,357 Website 2,760 2,760 Total property and equipment $ 459,995 $ 459,020 Less: Accumulated Depreciation (144,785 ) (100,301 ) Property and equipment, net $ 315,210 $ 358,719 |
NOTE 4. INTANGIBLE ASSETS (Tabl
NOTE 4. INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets June 30, 2021 December 31, 2020 Patents $ 4,505,489 $ 4,505,489 Technology rights 200,000 200,000 Intangibles, at cost 4,705,489 4,705,489 Less: Accumulated amortization (1,457,709 ) (1,305,465 ) Net Carrying Amount $ 3,247,780 $ 3,400,024 |
Estimated Future Amortization Expense | Estimated Future Amortization Expense $ For year ending December 31, 2021 - remaining 152,244 For year ending December 31, 2022 304,488 For year ending December 31, 2023 304,488 For year ending December 31, 2024 304,488 For year ending December 31, 2025 304,488 Thereafter 1,877,584 Total 3,247,780 |
NOTE 5. LEASES (Tables)
NOTE 5. LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
components of lease expenses | The components of lease expenses 2021 2020 $ Total operating lease cost 38,000 - The following table provides supplemental cashflow and other information related to leases for the six month period ended June 30, 2021 and 2020: 2021 2020 $ Lease payments 83,000 17,940 Supplemental balance sheet information related to leases as of June 30, 2021 and 2020 are as below: 2021 2020 $ Cost 176,213 - Accumulated amortization (29,902 ) - Net carrying value 146,311 - |
Future minimum lease payments related to lease obligations | Future minimum lease payments related to lease obligations $ 2021 43,500 2022 87,000 2023 50,500 Total minimum lease payments 181,000 Less: amount of lease payments representing effects of discounting (34,689 ) Present value of future minimum lease payments 146,311 Less: current obligations under leases (62,861 ) Lease liabilities, net of current portion 83,450 |
NOTE 6. Notes Payable (Tables)
NOTE 6. Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
notes payable | The following tables summarize notes payable Type Original Amount Origination Date Maturity Date Effective Annual Interest Rate Balance at June 30, 2021 Balance at December 31, 2020 Note Payable ** $ 25,000 05/08/2017 06/30/2018 0 % $ 27,500 $ 27,500 Note Payable ** $ 8,700 11/15/2018 06/30/2019 10 % $ 8,700 $ 8,700 Note Payable ** $ 118,644 05/05/2020 05/05/2021 8 % $ 110,644 $ 110,644 Note Payable (a) $ 199,500 10/01/2020 09/28/2021 66 % $ 45,879 $ 149,573 Note Payable (b) $ 126,000 11/03/2020 04/23/2021 166 % $ - $ 85,050 Note Payable (c) $ 113,980 11/04/2020 03/15/2021 210 % $ - $ 65,988 Note Payable (d) $ 177,800 01/02/2021 07/12/2021 116 % $ - $ - Note Payable (e)** $ 111,920 03/09/2021 05/21/2021 220 % $ 1,399 $ - Note Payable (f) $ 29,686 03/09/2021 Demand 34 % $ - $ - Note Payable (g) $ 222,400 06/01/2021 Demand 181 % $ 188,185 $ - Note Payable (h) $ 87,000 06/29/2021 Demand 211 % $ 87,000 $ - Sub-total $ 469,307 $ 447,455 Debt discount $ (84,999 ) $ (63,075 ) Balance, net $ 384,308 $ 384,380 Less current portion $ (384,308 ) $ (384,380 ) Total long-term $ - $ - ** Currently in default |
notes payable, related parties | The following table summarizes notes payable, related parties Type Original Amount Origination Date Maturity Date Annual Interest Rate Balance at June 30, 2021 Balance at December 31, 2020 Note Payable, RP ** $ 30,000 04/10/2018 01/15/2019 3 % $ - $ 30,000 Note Payable, RP **(i) $ 380,000 06/20/2018 01/02/2020 8 % $ - $ 380,000 Note Payable, RP **(j) $ 350,000 06/20/2018 01/02/2020 5 % $ - $ 285,214 Note Payable, RP ** $ 17,000 06/20/2018 01/02/2020 5 % $ 17,000 $ 17,000 Note Payable, RP ** $ 50,000 07/27/2018 11/30/2018 8 % $ 50,000 $ 50,000 Note Payable, RP $ 5,000 10/09/2018 Demand 0 % $ 5,000 $ 5,000 Note Payable, RP $ 5,000 10/19/2018 Demand 0 % $ 5,000 $ 5,000 Note Payable, RP ** $ 15,000 08/16/2019 02/16/2020 8 % $ 15,000 $ 15,000 Note Payable, RP $ 2,000 02/11/2020 Demand 0 % $ 2,000 $ 2,000 Note Payable, RP (j) $ 84,034 02/16/2021 Demand 5 % $ 84,034 $ - Subtotal $ 178,034 $ 789,214 Debt discount $ - $ - Balance, net $ 178,034 $ 789,214 Less current portion $ (178,034 ) $ (789,214 ) Total long-term $ - $ - ** Currently in default |
convertible notes payable | The following table summarizes convertible notes payable Type Original Amount Origination Date Maturity Date Annual Interest Rate Balance at June 30, 2021 Balance at December 31, 2020 Convertible Note Payable* ** $ 65,000 12/06/2018 12/06/2019 12 % $ 46 $ 46 Convertible Note Payable (k)** $ 75,000 03/18/2019 12/13/2019 24 % $ 88,795 $ 177,795 Convertible Note Payable (l) $ 30,000 03/06/2020 03/05/2021 12 % $ - $ 21,662 Convertible Note Payable (m)* ** $ 150,000 04/10/2020 04/09/2021 12 % $ 40,000 $ 165,000 Convertible Note Payable (n) $ 300,000 08/27/2020 07/31/2021 12 % $ 280,000 $ 300,000 Convertible Note Payable (o) $ 53,500 09/22/2020 03/21/2022 12 % $ - $ 53,500 Convertible Note Payable (p) $ 87,500 09/24/2020 Demand 8 % $ 15,000 $ 40,000 Convertible Note Payable (q) $ 200,000 10/07/2020 10/06/2021 5 % $ 200,000 $ 200,000 Convertible Note Payable (r) $ 200,000 10/16/2020 10/15/2021 5 % $ 200,000 $ 200,000 Convertible Note Payable (s) $ 300,000 11/11/2020 11/10/2021 5 % $ 300,000 $ 300,000 Convertible Note Payable (t) $ 150,000 12/29/2020 12/28/2021 5 % $ 150,000 $ 150,000 Convertible Note Payable (u) $ 150,000 01/27/2021 01/27/2022 5 % $ 150,000 $ - Convertible Note Payable (v) $ 128,000 02/22/2021 02/22/2022 12 % $ 128,000 $ - Convertible Note Payable (w) $ 200,000 03/18/2021 03/18/2022 5 % $ 200,000 $ - Convertible Note Payable (x) $ 83,000 03/26/2021 03/26/2022 12 % $ 83,000 $ - Convertible Note Payable (y) $ 43,000 04/05/2021 04/05/2022 12 % $ 43,000 $ - Convertible Note Payable (z) $ 200,000 04/14/2021 04/14/2022 5 % $ 200,000 $ - Convertible Note Payable (aa) $ 128,000 05/03/2021 05/03/2022 12 % $ 128,000 $ - Subtotal $ 2,205,841 $ 1,608,003 Debt discount $ (9,042 ) $ - Balance, net $ 2,196,799 $ 1,608,003 Less current portion $ (2,196,799 ) $ (1,554,503 ) * Embedded conversion feature accounted for as a derivative liability at period end |
NOTE 7. DERIVATIVE LIABILITIES
NOTE 7. DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Note 7. Derivative Liabilities | |
summary of changes in the fair value of the Company's Level 3 financial liabilities | The table below sets forth a summary of changes in the fair value of the Company's Level 3 financial liabilities June 30, December 31, Balance at the beginning of period $ 7,102,801 $ 10,517,873 Original discount limited to proceeds of notes - 166,000 Settlement of derivative instruments (3,356,009 ) (16,824,669 ) Change in fair value of embedded conversion option (1,292,161 ) 13,243,597 Balance at the end of the period $ 2,454,631 $ 7,102,801 |
assumptions used in the calculations | Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At June 30, 2021 116 262 0.04 - 0.92 % 0 % 0.56 4.41 |
NOTE 9. STOCK OPTIONS (Tables)
NOTE 9. STOCK OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Note 9. Stock Options | |
Below is a table summarizing the options issued and outstanding as of June 30, 2021: | Below is a table summarizing the options issued and outstanding as of June 30, 2021: Number of Weighted average exercise price Balance, December 31, 2020 200,000 2.00 Granted - - Expired - - Settled - - Balance, June 30, 2021 200,000 2.00 |
As at June 30, 2020, the following share stock options were outstanding | As at June 30, 2020, the following share stock options were outstanding Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 01/26/2017 200,000 200,000 2.00 0.58 01/26/2022 400,000 200,000 200,000 $ 400,000 |
NOTE 10. WARRANTS (Tables)
NOTE 10. WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Note 10. Warrants | |
continuity of share purchase warrants | The following table summarizes the continuity of share purchase warrants Number of Weighted average exercise price Balance, December 31, 2020 260,500,000 0.00283 Granted - - Exercised (142,857,143 ) 0.00035 Settled - - Balance, June 30, 2021 117,642,857 0.00584 |
As at June 30, 2021, the following share purchase warrants were outstanding | As at June 30, 2021, the following share purchase warrants were outstanding Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 12/3/2018 500,000 500,000 0.10 2.43 12/3/2023 50,000 03/13/2019 107,142,857 107,142,857 0.00035 * 2.70 03/13/2024 37,500 8/26/2020 10,000,000 10,000,000 0.06 * 4.16 8/26/2025 600,000 117,642,857 117,642,857 $ 687,500 *The number of warrants outstanding and exercisable is variable based on adjustments to the exercise price of the warrant due to dilutive issuances. |
financial assets and liabilitie
financial assets and liabilities carried at fair value measured on a recurring basis (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability (1) | $ 2,454,631 | $ 7,102,801 | $ 10,517,873 |
Total | 2,454,631 | 7,102,801 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability (1) | |||
Total | |||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability (1) | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability (1) | 2,454,631 | 7,102,801 | |
Total | $ 2,454,631 | $ 7,102,801 |
For fiscal periods with net los
For fiscal periods with net losses, these common share equivalents were not included in the computation of diluted loss per share as their effect would have been anti-dilutive (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net income (loss) | $ 4,071,787 | $ 7,019,083 | $ 3,353,759 | $ (3,532,565) |
(Gain) loss on change in fair value of derivative liability | (1,615,133) | 4,463,852 | (1,376,157) | |
Gain on settlement of debt | (2,932,588) | (13,794,438) | (3,248,989) | |
Amortization of debt discount | 176,381 | |||
Interest expense | 8,358 | 52,146 | 21,866 | |
Adjusted net income (loss) | $ (467,576) | $ (2,082,976) | $ (1,249,581) | $ (3,532,565) |
Denominator: Weighted average shares outstanding used in computing net income (loss) per share | ||||
Basic | 761,250,542 | 569,964,666 | 756,501,281 | 557,809,456 |
Effect of dilutive warrants | 162,292,350 | 81,681,300 | 105,465,610 | |
Effect of convertible note weighted shares | 58,654,505 | 122,817,458 | 158,459,863 | |
Diluted | 982,197,398 | 774,463,424 | 1,020,426,754 | 557,809,456 |
Net income (loss) per share applicable to common shareholders: | ||||
Basic | $ 0.01 | $ 0.01 | $ 0 | $ (0.01) |
Diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
NOTE 2. GOING CONCERN (Details
NOTE 2. GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (27,233,853) | $ (30,587,612) |
Banking Regulation, Total Capital, Actual | $ (5,690,484) |
Property and equipment (Details
Property and equipment (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Leasehold improvements | $ 18,840 | $ 18,840 |
Machinery and leased equipment | 365,483 | 365,483 |
Machinery and equipment not yet in service | 32,580 | 32,580 |
Office equipment and furniture | 40,332 | 39,357 |
Website | 2,760 | 2,760 |
Total property and equipment | 459,995 | 459,020 |
Less: Accumulated Depreciation | (144,785) | (100,301) |
Property and equipment, net | $ 315,210 | $ 358,719 |
NOTE 3. PROPERTY AND EQUIPMEN_2
NOTE 3. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Equipment Expense | $ 44,484 | $ 12,207 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 4,505,489 | $ 4,505,489 |
Technology rights | 200,000 | 200,000 |
Intangibles, at cost | 4,705,489 | 4,705,489 |
Less: Accumulated amortization | (1,457,709) | (1,305,465) |
Net Carrying Amount | $ 3,247,780 | $ 3,400,024 |
Estimated Future Amortization E
Estimated Future Amortization Expense (Details) | Jun. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
For year ending December 31, 2021 - remaining | $ 152,244 |
For year ending December 31, 2022 | 304,488 |
For year ending December 31, 2023 | 304,488 |
For year ending December 31, 2024 | 304,488 |
For year ending December 31, 2025 | 304,488 |
Thereafter | 1,877,584 |
Total | $ 3,247,780 |
NOTE 4. INTANGIBLE ASSETS (Deta
NOTE 4. INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 152,244 | $ 152,162 |
components of lease expenses (D
components of lease expenses (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||
Total operating lease cost | $ 38,000 | |
Lease payments | 83,000 | 17,940 |
Cost | 176,213 | |
Accumulated amortization | (29,902) | |
Net carrying value | $ 146,311 |
Future minimum lease payments r
Future minimum lease payments related to lease obligations (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 | $ 43,500 | |
2022 | 87,000 | |
2023 | 50,500 | |
Total minimum lease payments | 181,000 | |
Less: amount of lease payments representing effects of discounting | (34,689) | |
Present value of future minimum lease payments | 146,311 | |
Less: current obligations under leases | (62,861) | |
Lease liabilities, net of current portion | $ 83,450 | $ 83,420 |
NOTE 5. LEASES (Details Narrati
NOTE 5. LEASES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | |
Leases [Abstract] | |||||
Operating Leases, Rent Expense, Net | $ 7,650 | $ 7,500 | |||
[custom:OperatingLeasesRentExpenseNet1] | $ 4,500 | ||||
Operating Lease, Expense | $ 27,000 | ||||
[custom:OperatingLeasesRentExpenseNet2] | $ 2,750 | ||||
Operating Lease, Weighted Average Remaining Lease Term | 2 years 1 month 17 days | 2 years 1 month 17 days | 2 years 1 month 17 days | 2 years 1 month 17 days | |
Lessee, Operating Lease, Discount Rate | 20.70% | 20.70% | 20.70% | 20.70% |
notes payable (Details)
notes payable (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Short-term Debt [Line Items] | ||
Notes and Loans Payable, Current | $ (384,380) | $ (384,308) |
Notes Payable 1 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 25,000 | |
Debt Instrument, Issuance Date | May 8, 2017 | |
Debt Instrument, Interest Rate During Period | 0.00% | |
Long-term Debt, Gross | 27,500 | $ 27,500 |
Long-term Debt, Gross | $ 27,500 | |
Debt Instrument, Maturity Date | Jun. 30, 2018 | |
Long-term Debt, Gross | 27,500 | $ 27,500 |
Notes Payable 2 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 8,700 | |
Debt Instrument, Issuance Date | Nov. 15, 2018 | |
Debt Instrument, Interest Rate During Period | 10.00% | |
Long-term Debt, Gross | 8,700 | $ 8,700 |
Long-term Debt, Gross | $ 8,700 | |
Debt Instrument, Maturity Date | Jun. 30, 2019 | |
Long-term Debt, Gross | 8,700 | $ 8,700 |
Notes Payable 3 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 118,644 | |
Debt Instrument, Issuance Date | May 5, 2020 | |
Debt Instrument, Interest Rate During Period | 8.00% | |
Long-term Debt, Gross | 110,644 | $ 110,644 |
Long-term Debt, Gross | $ 110,644 | |
Debt Instrument, Maturity Date | May 5, 2021 | |
Long-term Debt, Gross | 110,644 | $ 110,644 |
Notes Payable 4 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 199,500 | |
Debt Instrument, Issuance Date | Oct. 1, 2020 | |
Debt Instrument, Interest Rate During Period | 66.00% | |
Long-term Debt, Gross | 149,573 | $ 45,879 |
Long-term Debt, Gross | $ 149,573 | |
Debt Instrument, Maturity Date | Sep. 28, 2021 | |
Long-term Debt, Gross | 149,573 | $ 45,879 |
Notes Payable 5 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 126,000 | |
Debt Instrument, Issuance Date | Nov. 3, 2020 | |
Debt Instrument, Interest Rate During Period | 166.00% | |
Long-term Debt, Gross | 85,050 | |
Long-term Debt, Gross | $ 85,050 | |
Debt Instrument, Maturity Date | Apr. 23, 2021 | |
Long-term Debt, Gross | 85,050 | |
Notes Payable 6 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 113,980 | |
Debt Instrument, Issuance Date | Nov. 4, 2020 | |
Debt Instrument, Interest Rate During Period | 210.00% | |
Long-term Debt, Gross | 65,988 | |
Long-term Debt, Gross | $ 65,988 | |
Debt Instrument, Maturity Date | Mar. 15, 2021 | |
Long-term Debt, Gross | 65,988 | |
Notes Payable 7 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 177,800 | |
Debt Instrument, Issuance Date | Jan. 2, 2021 | |
Debt Instrument, Interest Rate During Period | 116.00% | |
Long-term Debt, Gross | ||
Long-term Debt, Gross | ||
Debt Instrument, Maturity Date | Jul. 12, 2021 | |
Long-term Debt, Gross | ||
Notes Payable 8 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 111,920 | |
Debt Instrument, Issuance Date | Mar. 9, 2021 | |
Debt Instrument, Interest Rate During Period | 220.00% | |
Long-term Debt, Gross | $ 1,399 | |
Long-term Debt, Gross | ||
Debt Instrument, Maturity Date | May 21, 2021 | |
Long-term Debt, Gross | $ 1,399 | |
Notes Payable 9 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 29,686 | |
Debt Instrument, Issuance Date | Mar. 9, 2021 | |
Debt Instrument, Interest Rate During Period | 34.00% | |
Long-term Debt, Gross | ||
Long-term Debt, Gross | ||
Long-term Debt, Gross | ||
Notes Payable 10 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 222,400 | |
Debt Instrument, Issuance Date | Jun. 1, 2021 | |
Debt Instrument, Interest Rate During Period | 181.00% | |
Long-term Debt, Gross | $ 188,185 | |
Long-term Debt, Gross | ||
Long-term Debt, Gross | 188,185 | |
Notes Payable 11 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 87,000 | |
Debt Instrument, Issuance Date | Jun. 29, 2021 | |
Debt Instrument, Interest Rate During Period | 211.00% | |
Long-term Debt, Gross | $ 87,000 | |
Long-term Debt, Gross | ||
Long-term Debt, Gross | 87,000 | |
Notes Payable Total [Member] | ||
Short-term Debt [Line Items] | ||
Long-term Debt, Gross | 384,380 | 384,308 |
Long-term Debt, Gross | 384,380 | |
[custom:NotesPayableSubtotal-0] | 447,455 | 469,307 |
Debt Instrument, Unamortized Discount (Premium), Net | (63,075) | (84,999) |
Long-term Debt, Gross | 384,380 | 384,308 |
Notes and Loans Payable, Current | (384,380) | (384,308) |
Long-term Debt, Excluding Current Maturities |
notes payable, related parties
notes payable, related parties (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Short-term Debt [Line Items] | ||
Notes Payable, Related Parties, Current | $ 789,214 | $ 178,034 |
Notes Payable, Related Parties, Current | (789,214) | (178,034) |
Notes Payable Related Party 1 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 30,000 | |
Debt Instrument, Issuance Date | Apr. 10, 2018 | |
Debt Instrument, Interest Rate During Period | 3.00% | |
Long-term Debt, Gross | 30,000 | |
Long-term Debt, Gross | $ 30,000 | |
Debt Instrument, Maturity Date | Jan. 15, 2019 | |
Notes Payable Related Party 2 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 380,000 | |
Debt Instrument, Issuance Date | Jun. 20, 2018 | |
Debt Instrument, Interest Rate During Period | 8.00% | |
Long-term Debt, Gross | 380,000 | |
Long-term Debt, Gross | $ 380,000 | |
Debt Instrument, Maturity Date | Jan. 2, 2020 | |
Notes Payable Related Party 3 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 350,000 | |
Debt Instrument, Issuance Date | Jun. 20, 2018 | |
Debt Instrument, Interest Rate During Period | 5.00% | |
Long-term Debt, Gross | 285,214 | |
Long-term Debt, Gross | $ 285,214 | |
Debt Instrument, Maturity Date | Jan. 2, 2020 | |
Notes Payable Related Party 4 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 17,000 | |
Debt Instrument, Issuance Date | Jun. 20, 2018 | |
Debt Instrument, Interest Rate During Period | 5.00% | |
Long-term Debt, Gross | 17,000 | $ 17,000 |
Long-term Debt, Gross | $ 17,000 | |
Debt Instrument, Maturity Date | Jan. 2, 2020 | |
Notes Payable Related Party 5 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 50,000 | |
Debt Instrument, Issuance Date | Jul. 27, 2018 | |
Debt Instrument, Interest Rate During Period | 8.00% | |
Long-term Debt, Gross | 50,000 | $ 50,000 |
Long-term Debt, Gross | $ 50,000 | |
Debt Instrument, Maturity Date | Nov. 30, 2018 | |
Notes Payable Related Party 6 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 5,000 | |
Debt Instrument, Issuance Date | Oct. 9, 2018 | |
Debt Instrument, Interest Rate During Period | 0.00% | |
Long-term Debt, Gross | 5,000 | $ 5,000 |
Long-term Debt, Gross | 5,000 | |
Notes Payable Related Party 7 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 5,000 | |
Debt Instrument, Issuance Date | Oct. 19, 2018 | |
Debt Instrument, Interest Rate During Period | 0.00% | |
Long-term Debt, Gross | 5,000 | $ 5,000 |
Long-term Debt, Gross | 5,000 | |
Notes Payable Related Party 8 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 15,000 | |
Debt Instrument, Issuance Date | Aug. 16, 2019 | |
Debt Instrument, Interest Rate During Period | 8.00% | |
Long-term Debt, Gross | 15,000 | $ 15,000 |
Long-term Debt, Gross | $ 15,000 | |
Debt Instrument, Maturity Date | Feb. 16, 2020 | |
Notes Payable Related Party 9 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 2,000 | |
Debt Instrument, Issuance Date | Feb. 11, 2020 | |
Debt Instrument, Interest Rate During Period | 0.00% | |
Long-term Debt, Gross | 2,000 | $ 2,000 |
Long-term Debt, Gross | 2,000 | |
Notes Payable Related Party 10 [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 84,034 | |
Debt Instrument, Issuance Date | Feb. 16, 2021 | |
Debt Instrument, Interest Rate During Period | 5.00% | |
Long-term Debt, Gross | $ 84,034 | |
Long-term Debt, Gross | ||
Notes Payable Related Party Total [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable, Related Parties, Current | 789,214 | 178,034 |
Debt Instrument, Unamortized Discount (Premium), Net | ||
Notes Payable, Related Parties | 789,214 | 178,034 |
Notes Payable, Related Parties, Current | (789,214) | (178,034) |
Notes Payable, Related Parties, Noncurrent |
convertible notes payable (Deta
convertible notes payable (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||||||||||
Convertible Notes Payable, Current | $ (1,554,503) | $ (2,196,799) | $ (1,554,503) | $ (2,196,799) | $ (1,554,503) | $ (2,196,799) | $ (1,554,503) | $ (2,196,799) | $ (2,196,799) | $ (1,554,503) |
Convertible Note Payable 1 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 65,000 | 65,000 | 65,000 | 65,000 | $ 65,000 | |||||
Debt Instrument, Issuance Date | Dec. 6, 2018 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||||
Long-term Debt, Gross | 46 | 46 | 46 | 46 | 46 | 46 | 46 | 46 | $ 46 | 46 |
Long-term Debt, Gross | $ 46 | |||||||||
Debt Instrument, Maturity Date | Dec. 6, 2019 | |||||||||
Convertible Note Payable 2 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 75,000 | 75,000 | 75,000 | 75,000 | $ 75,000 | |||||
Debt Instrument, Issuance Date | Mar. 18, 2019 | |||||||||
Debt Instrument, Interest Rate During Period | 24.00% | |||||||||
Long-term Debt, Gross | 177,795 | 88,795 | 177,795 | 88,795 | 177,795 | 88,795 | 177,795 | 88,795 | $ 88,795 | 177,795 |
Long-term Debt, Gross | $ 177,795 | |||||||||
Debt Instrument, Maturity Date | Dec. 13, 2019 | |||||||||
Convertible Note Payable 3 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 30,000 | 30,000 | 30,000 | 30,000 | $ 30,000 | |||||
Debt Instrument, Issuance Date | Mar. 6, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||||
Long-term Debt, Gross | 21,662 | 21,662 | 21,662 | 21,662 | $ 21,662 | |||||
Long-term Debt, Gross | $ 21,662 | |||||||||
Debt Instrument, Maturity Date | Mar. 5, 2021 | |||||||||
Convertible Note Payable 4 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | |||||
Debt Instrument, Issuance Date | Apr. 10, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | ||||||||
Long-term Debt, Gross | 165,000 | 40,000 | 165,000 | 40,000 | 165,000 | 40,000 | 165,000 | 40,000 | $ 40,000 | $ 165,000 |
Long-term Debt, Gross | $ 165,000 | |||||||||
Debt Instrument, Maturity Date | Apr. 9, 2021 | |||||||||
Convertible Note Payable 5 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 300,000 | 300,000 | 300,000 | 300,000 | $ 300,000 | |||||
Debt Instrument, Issuance Date | Aug. 27, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||||
Long-term Debt, Gross | 300,000 | 280,000 | 300,000 | 280,000 | 300,000 | 280,000 | $ 300,000 | 280,000 | $ 280,000 | 300,000 |
Long-term Debt, Gross | $ 300,000 | |||||||||
Debt Instrument, Maturity Date | Jul. 31, 2021 | |||||||||
Convertible Note Payable 6 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 53,500 | 53,500 | 53,500 | 53,500 | $ 53,500 | |||||
Debt Instrument, Issuance Date | Sep. 22, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | ||||||||
Long-term Debt, Gross | 53,500 | 53,500 | 53,500 | $ 53,500 | 53,500 | |||||
Long-term Debt, Gross | $ 53,500 | |||||||||
Debt Instrument, Maturity Date | Mar. 21, 2022 | |||||||||
Convertible Note Payable 7 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 87,500 | 87,500 | 87,500 | 87,500 | $ 87,500 | |||||
Debt Instrument, Issuance Date | Sep. 24, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 8.00% | |||||||||
Long-term Debt, Gross | 40,000 | 15,000 | 40,000 | 15,000 | $ 40,000 | 15,000 | 40,000 | 15,000 | $ 15,000 | 40,000 |
Long-term Debt, Gross | 40,000 | |||||||||
Convertible Note Payable 8 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | 200,000 | 200,000 | $ 200,000 | |||||
Debt Instrument, Issuance Date | Oct. 7, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||||||||
Long-term Debt, Gross | 200,000 | 200,000 | 200,000 | 200,000 | $ 200,000 | 200,000 | 200,000 | 200,000 | $ 200,000 | 200,000 |
Long-term Debt, Gross | $ 200,000 | |||||||||
Debt Instrument, Maturity Date | Oct. 6, 2021 | |||||||||
Convertible Note Payable 9 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | 200,000 | 200,000 | $ 200,000 | |||||
Debt Instrument, Issuance Date | Oct. 16, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||||||||
Long-term Debt, Gross | 200,000 | 200,000 | $ 200,000 | 200,000 | $ 200,000 | 200,000 | 200,000 | 200,000 | $ 200,000 | 200,000 |
Long-term Debt, Gross | $ 200,000 | |||||||||
Debt Instrument, Maturity Date | Oct. 15, 2021 | |||||||||
Convertible Note Payable 10 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 300,000 | 300,000 | 300,000 | 300,000 | $ 300,000 | |||||
Debt Instrument, Issuance Date | Nov. 11, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||||||||
Long-term Debt, Gross | $ 300,000 | 300,000 | $ 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | $ 300,000 | 300,000 |
Long-term Debt, Gross | $ 300,000 | |||||||||
Debt Instrument, Maturity Date | Nov. 10, 2021 | |||||||||
Convertible Note Payable 11 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | |||||
Debt Instrument, Issuance Date | Dec. 29, 2020 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||||||||
Long-term Debt, Gross | $ 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | 150,000 |
Long-term Debt, Gross | $ 150,000 | |||||||||
Debt Instrument, Maturity Date | Dec. 28, 2021 | |||||||||
Convertible Note Payable 12 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | |||||
Debt Instrument, Issuance Date | Jan. 27, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | |||||||||
Long-term Debt, Gross | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | |||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | Jan. 27, 2022 | |||||||||
Convertible Note Payable 13 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 128,000 | 128,000 | 128,000 | $ 128,000 | $ 128,000 | |||||
Debt Instrument, Issuance Date | Feb. 22, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | ||||||||
Long-term Debt, Gross | 128,000 | 128,000 | 128,000 | $ 128,000 | $ 128,000 | |||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | Feb. 22, 2022 | |||||||||
Convertible Note Payable 14 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | $ 200,000 | 200,000 | $ 200,000 | |||||
Debt Instrument, Issuance Date | Mar. 18, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||||||||
Long-term Debt, Gross | 200,000 | 200,000 | $ 200,000 | 200,000 | $ 200,000 | |||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | Mar. 18, 2022 | |||||||||
Convertible Note Payable 15 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 83,000 | 83,000 | $ 83,000 | 83,000 | $ 83,000 | |||||
Debt Instrument, Issuance Date | Mar. 26, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | ||||||||
Long-term Debt, Gross | 83,000 | 83,000 | $ 83,000 | 83,000 | $ 83,000 | |||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | Mar. 26, 2022 | |||||||||
Convertible Note Payable 16 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 43,000 | $ 43,000 | 43,000 | 43,000 | $ 43,000 | |||||
Debt Instrument, Issuance Date | Apr. 5, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | ||||||||
Long-term Debt, Gross | 43,000 | $ 43,000 | 43,000 | 43,000 | $ 43,000 | |||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | Apr. 5, 2022 | |||||||||
Convertible Note Payable 17 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 200,000 | $ 200,000 | 200,000 | 200,000 | $ 200,000 | |||||
Debt Instrument, Issuance Date | Apr. 14, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | ||||||||
Long-term Debt, Gross | 200,000 | $ 200,000 | 200,000 | 200,000 | $ 200,000 | |||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | Apr. 14, 2022 | |||||||||
Convertible Note Payable 18 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 128,000 | 128,000 | 128,000 | 128,000 | $ 128,000 | |||||
Debt Instrument, Issuance Date | May 3, 2021 | |||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | ||||||||
Long-term Debt, Gross | $ 128,000 | 128,000 | 128,000 | 128,000 | $ 128,000 | |||||
Long-term Debt, Gross | ||||||||||
Debt Instrument, Maturity Date | May 3, 2022 | |||||||||
Convertible Note Payable Total [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Convertible Debt | 1,608,003 | 2,205,841 | 1,608,003 | 2,205,841 | 1,608,003 | 2,205,841 | 1,608,003 | 2,205,841 | $ 2,205,841 | 1,608,003 |
Debt Instrument, Unamortized Discount (Premium), Net | (9,042) | (9,042) | (9,042) | (9,042) | (9,042) | |||||
Convertible Debt, Current | 1,608,003 | 2,196,799 | 1,608,003 | 2,196,799 | 1,608,003 | 2,196,799 | 1,608,003 | 2,196,799 | 2,196,799 | 1,608,003 |
Convertible Notes Payable, Current | $ (1,554,503) | $ (2,196,799) | $ (1,554,503) | $ (2,196,799) | $ (1,554,503) | $ (2,196,799) | $ (1,554,503) | $ (2,196,799) | $ (2,196,799) | $ (1,554,503) |
NOTE 6. Notes Payable (Details
NOTE 6. Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | May 03, 2021 | Apr. 14, 2021 | Apr. 05, 2021 | Mar. 26, 2021 | Mar. 18, 2021 | Feb. 22, 2021 | Feb. 16, 2021 | Jan. 27, 2021 | Dec. 29, 2020 | Nov. 11, 2020 | Oct. 16, 2020 | Oct. 07, 2020 | Sep. 22, 2020 | Apr. 10, 2020 | |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | $ 3,841 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 12,000 | $ 197,888 | |||||||||||||||||||||||||||
Repayments of Other Debt | 34,215 | ||||||||||||||||||||||||||||
Repayments of Convertible Debt | 324,335 | 311,888 | |||||||||||||||||||||||||||
Proceeds from Convertible Debt | 920,000 | $ 413,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,000,000 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 25,000 | $ 396,710 | |||||||||||||||||||||||||||
Notes Payable 4 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 199,500 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 53,250 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 146,250 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 23,899 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | $ 39,136 | $ 39,136 | $ 39,136 | $ 39,136 | $ 39,136 | 39,136 | |||||||||||||||||||||||
[custom:DiscountBalanceOnNote-0] | 6,743 | 6,743 | 6,743 | 6,743 | 6,743 | 6,743 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 199,500 | 199,500 | 199,500 | 199,500 | 199,500 | $ 199,500 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 66.00% | ||||||||||||||||||||||||||||
Notes Payable 5 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | $ 126,000 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 39,650 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 86,350 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 18,944 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceDailyAmount] | 1,050 | ||||||||||||||||||||||||||||
Repayments of Other Debt | 85,050 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 126,000 | 126,000 | 126,000 | 126,000 | 126,000 | $ 126,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 166.00% | ||||||||||||||||||||||||||||
Notes Payable 6 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 113,980 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 34,440 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 79,540 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 5,999 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 13,489 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Repayments of Other Debt | 65,988 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 113,980 | 113,980 | 113,980 | 113,980 | 113,980 | $ 113,980 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 210.00% | ||||||||||||||||||||||||||||
Notes Payable 7 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | $ 177,800 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 39,795 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 102,011 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 7,730 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 39,795 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Repayments of Other Debt | 43,600 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyAmountsUsedToSettleLoan] | 35,994 | ||||||||||||||||||||||||||||
[custom:NoteRemainingAmount] | 46,383 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 177,800 | 177,800 | 177,800 | 177,800 | 177,800 | $ 177,800 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 116.00% | ||||||||||||||||||||||||||||
Notes Payable 8 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 111,920 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 35,120 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 76,800 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 1,399 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 35,120 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 1,399 | 1,399 | 1,399 | 1,399 | 1,399 | 1,399 | |||||||||||||||||||||||
Repayments of Other Debt | 110,521 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 111,920 | 111,920 | 111,920 | 111,920 | 111,920 | $ 111,920 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 220.00% | ||||||||||||||||||||||||||||
Notes Payable 9 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 29,686 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 10,120 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 19,566 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 10,120 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Repayments of Other Debt | 29,686 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 29,686 | 29,686 | 29,686 | 29,686 | 29,686 | $ 29,686 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 34.00% | ||||||||||||||||||||||||||||
Notes Payable 10 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 222,400 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 8,000 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 152,000 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyRepaymentOfAdvanceWeeklyAmount] | 8,554 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 19,146 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 136,931 | 136,931 | 136,931 | 136,931 | 136,931 | 136,931 | |||||||||||||||||||||||
[custom:DiscountBalanceOnNote-0] | 51,254 | 51,254 | 51,254 | 51,254 | 51,254 | 51,254 | |||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyOriginalIssueDiscount] | 62,400 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 222,400 | 222,400 | 222,400 | 222,400 | 222,400 | $ 222,400 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 181.00% | ||||||||||||||||||||||||||||
Notes Payable 11 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedParty] | 87,000 | ||||||||||||||||||||||||||||
[custom:FutureReceivablesSoldToNonrelatedPartyLoanFees] | 27,000 | ||||||||||||||||||||||||||||
Proceeds from Other Debt | 60,000 | ||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 0 | ||||||||||||||||||||||||||||
[custom:NoteBalance-0] | 60,000 | 60,000 | 60,000 | 60,000 | 60,000 | 60,000 | |||||||||||||||||||||||
[custom:DiscountBalanceOnNote-0] | 27,000 | 27,000 | 27,000 | 27,000 | 27,000 | 27,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 87,000 | 87,000 | 87,000 | 87,000 | $ 87,000 | $ 87,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 211.00% | ||||||||||||||||||||||||||||
Notes Payable Related Party 2 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesSettlementOfNotePayable] | 2,663,299 | ||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfNotePayablePrincipal] | $ 380,000 | ||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfNotePayableAccruedInterest] | 26,153 | ||||||||||||||||||||||||||||
[custom:NotePayableRelatedPartyFairValueOfSharesIssued] | $ 74,572 | ||||||||||||||||||||||||||||
[custom:DifferenceBetweenFairValueOfSharesAndExtinguishmentOfDebtRecordedAsAdditionalPaidInCapital-0] | 328,919 | 328,919 | 328,919 | 328,919 | 328,919 | 328,919 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 380,000 | 380,000 | 380,000 | 380,000 | $ 380,000 | $ 380,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 8.00% | ||||||||||||||||||||||||||||
Notes Payable Related Party 3 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesSettlementOfNotePayable] | 1,803,279 | ||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfNotePayablePrincipal] | $ 275,000 | ||||||||||||||||||||||||||||
[custom:NotePayableRelatedPartyFairValueOfSharesIssued] | $ 50,492 | ||||||||||||||||||||||||||||
[custom:DifferenceBetweenFairValueOfSharesAndExtinguishmentOfDebtRecordedAsAdditionalPaidInCapital-0] | 194,861 | 194,861 | 194,861 | 194,861 | 194,861 | 194,861 | |||||||||||||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfNotePayable] | 247,270 | ||||||||||||||||||||||||||||
[custom:NotePayableRelatedPartyRemainingBalance-0] | $ 331,304 | ||||||||||||||||||||||||||||
[custom:NotePayableRelatedPartyNewNoteIssuedForRemainingBalanceOwed-0] | $ 84,034 | ||||||||||||||||||||||||||||
[custom:NotePayableRelatedPartyNewNoteIssuedInterestRatePerAnnum-0] | 5.00% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 350,000 | 350,000 | 350,000 | 350,000 | 350,000 | $ 350,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | ||||||||||||||||||||||||||||
Convertible Note Payable 2 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Convertible Debt | $ 89,000 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 75,000 | $ 75,000 | 75,000 | 75,000 | 75,000 | $ 75,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 24.00% | ||||||||||||||||||||||||||||
Convertible Note Payable 3 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:CashlessExerciseToPurchaseCommonStockGrantedToNonrelatedPartyToSettleConvertibleDebt] | 1,921,875 | 1,921,875 | |||||||||||||||||||||||||||
[custom:CashlessExerciseToPurchaseCommonStockGrantedToNonrelatedPartyToSettleConvertibleDebtPricePerShare] | $ 0.032 | ||||||||||||||||||||||||||||
[custom:ShareReleaseAgreementByNonrelatedPartyToSettleConvertibleDebt] | 60,072,853 | ||||||||||||||||||||||||||||
[custom:CashPaymentToNonrelatedPartyToSettleConvertibleDebt] | $ 36,994 | $ 36,994 | |||||||||||||||||||||||||||
[custom:AdditionalDefaultPenaltiesIncurredOnConvertibleNote] | 15,174 | ||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtBalance-0] | 36,836 | 36,836 | 36,836 | 36,836 | 36,836 | 36,836 | |||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtAccruedInterest] | 3,657 | ||||||||||||||||||||||||||||
[custom:CashlessExerciseToPurchaseCommonStockGrantedToNonrelatedPartyToSettleConvertibleDebtFairValue] | 34,594 | ||||||||||||||||||||||||||||
[custom:LossOnSettlementDebtFromConvertibleDebtSettlement] | 31,095 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | $ 30,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | ||||||||||||||||||||||||||||
Convertible Note Payable 4 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Convertible Debt | $ 125,000 | ||||||||||||||||||||||||||||
[custom:AdditionalDefaultPenaltiesIncurredOnConvertibleNote] | $ 15,000 | ||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtBalance-0] | 40,000 | 40,000 | 40,000 | 40,000 | 40,000 | 40,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | $ 18,000 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 132,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||||||||||||||||||||||
[custom:ConvertibleDebtInitialFairValueOfConversionFeature] | $ 507,847 | ||||||||||||||||||||||||||||
[custom:ConvertibleDebtDiscountToNotePayable] | 132,000 | ||||||||||||||||||||||||||||
[custom:ConvertibleDebtInitialDerivativeExpense] | 375,847 | ||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtPrincipal-0] | $ 165,000 | $ 165,000 | $ 165,000 | $ 165,000 | $ 165,000 | $ 165,000 | |||||||||||||||||||||||
Convertible Note Payable 5 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Convertible Debt | $ 20,000 | ||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtBalance-0] | 280,000 | 280,000 | 280,000 | 280,000 | 280,000 | 280,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | $ 300,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | ||||||||||||||||||||||||||||
Convertible Note Payable 6 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Repayments of Convertible Debt | $ 53,500 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 53,500 | 53,500 | 53,500 | 53,500 | 53,500 | $ 53,500 | $ 53,500 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | 3,500 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 50,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||||||||||||||||||||||
[custom:RepaymentsOfConvertibleDebtInterestAndPrepaymentPenalties] | $ 25,882 | ||||||||||||||||||||||||||||
Convertible Note Payable 7 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
[custom:ConvertibleNotePayableOutstandingDebtBalance-0] | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 87,500 | 87,500 | 87,500 | 87,500 | 87,500 | $ 87,500 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 8.00% | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,000,000 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 25,000 | ||||||||||||||||||||||||||||
Convertible Note Payable 8 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | 200,000 | 200,000 | 200,000 | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||||||||||||||||||||||||
Convertible Note Payable 9 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | 200,000 | 200,000 | 200,000 | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||||||||||||||||||||||||
Convertible Note Payable 10 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | $ 300,000 | $ 300,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||||||||||||||||||||||||
Convertible Note Payable 11 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||||||||||||||||||||||||
Convertible Note Payable 12 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | ||||||||||||||||||||||||||||
Convertible Note Payable 13 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 128,000 | 128,000 | 128,000 | 128,000 | 128,000 | $ 128,000 | $ 128,000 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | 3,000 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 125,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||||||||||||||||||||||
Convertible Note Payable 14 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||||||||||||||||||||||||
Convertible Note Payable 15 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 83,000 | 83,000 | 83,000 | $ 83,000 | 83,000 | $ 83,000 | $ 83,000 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | 3,000 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 80,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||||||||||||||||||||||
Convertible Note Payable 16 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 43,000 | 43,000 | 43,000 | $ 43,000 | 43,000 | $ 43,000 | $ 43,000 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | 3,000 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 40,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||||||||||||||||||||||
Convertible Note Payable 17 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | $ 200,000 | 200,000 | 200,000 | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |||||||||||||||||||||||||||
Convertible Note Payable 18 [Member] | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 128,000 | 128,000 | $ 128,000 | $ 128,000 | $ 128,000 | $ 128,000 | $ 128,000 | ||||||||||||||||||||||
[custom:ConvertibleDebtOriginalIssueDiscount] | 3,000 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 125,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% |
summary of changes in the fair
summary of changes in the fair value of the Company's Level 3 financial liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Note 7. Derivative Liabilities | ||
Balance at the beginning of period | $ 7,102,801 | $ 10,517,873 |
Original discount limited to proceeds of notes | 166,000 | |
Settlement of derivative instruments | (3,356,009) | (16,824,669) |
Change in fair value of embedded conversion option | (1,292,161) | 13,243,597 |
Balance at the end of the period | $ 2,454,631 | $ 7,102,801 |
assumptions used in the calcula
assumptions used in the calculations (Details) - Trading Liabilities [Member] | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 116.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 262.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.04% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.92% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm2] | 6 months 22 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 4 months 28 days |
NOTE 8. STOCKHOLDERS' DEFICIT (
NOTE 8. STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Feb. 16, 2021 | Jan. 04, 2021 | Dec. 31, 2020 | Oct. 04, 2019 | Sep. 18, 2019 | Aug. 13, 2019 | Apr. 12, 2019 | Mar. 23, 2018 | |
Class of Stock [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||
[custom:PreferredSeriesAStockOfferingAuthorized] | 1,000,000 | |||||||||||||
[custom:PreferredSeriesAStockOfferingAuthorizedOfferingPrice] | $ 0.10 | |||||||||||||
[custom:ProceedsFromPreferredSeriesAStockSubscriptions] | $ 60,000 | |||||||||||||
[custom:StockIssuedDuringPeriodSharesPreferredSeriesAStockSubscriptions] | 600,000 | |||||||||||||
[custom:StockIssuedDuringPeriodToOfficersSeriesBPreferredStock] | 1,000,000 | |||||||||||||
[custom:InitialRedemptionAmountOfSeriesBPreferredStockClassifiedAsMezzanineEquityValue] | $ 158,247 | |||||||||||||
Preferred Stock, Value, Issued | $ 218,645 | $ 258,645 | ||||||||||||
[custom:ConversionOfPreferredSeriesCStockShares] | 40,000 | |||||||||||||
[custom:CommonStockIssuedInConversionOfPreferredSeriesCStockShares] | 4,000,000 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
[custom:CommonStockSharesAuthorizedFormerNumber-0] | 300,000,000 | 100,000,000 | ||||||||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 300,000,000 | ||||||||||
Common Stock, Shares, Issued | 770,126,229 | 722,487,846 | ||||||||||||
Common Stock, Shares, Outstanding | 770,126,229 | 722,487,846 | ||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,000,000 | |||||||||||||
[custom:ConvertibleNoteRemainingBalanceAfterIssuanceOfCommonSharesToSettleNote-0] | $ 40,000 | |||||||||||||
[custom:StockIssuedDuringPeriodSharesSettlementOfNotesPayable1] | 1,803,279 | |||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfNotesPayable1] | $ 247,270 | |||||||||||||
[custom:ConvertibleNoteOriginalAmount1-0] | $ 275,000 | |||||||||||||
[custom:ConvertibleNoteRemainingBalanceAfterIssuanceOfCommonSharesToSettleNote1-0] | $ 331,304 | |||||||||||||
[custom:StockIssuedDuringPeriodSharesSettlementOfNotesPayable2] | 2,663,299 | |||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfNotesPayable2] | $ 380,000 | |||||||||||||
[custom:StockIssuedDuringPeriodValueSettlementOfNotesPayableAccruedInterest2] | $ 26,153 | |||||||||||||
[custom:ConsultingAgreementCommonStockIssuedShares] | 2,500,000 | |||||||||||||
[custom:ConsultingAgreementCommonStockIssuedValue] | $ 62,750 | |||||||||||||
[custom:StockIssuedDuringPeriodSharesCashlessExerciseOfWarrants] | 1,921,875 | |||||||||||||
[custom:StockIssuedDuringPeriodSharesPursuantToEmploymentAgreementWithOfficer] | 1,000,000 | |||||||||||||
[custom:StockIssuedDuringPeriodValuePursuantToEmploymentAgreementWithOfficer] | $ 18,990 | |||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 175,000 | $ 140,000 | ||||||||||||
Stock Issued For Cash 1 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,750,000 | |||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 75,000 | |||||||||||||
Stock Issued For Cash 2 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 5,000,000 | |||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 100,000 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:StockIssuedDuringPeriodToOfficersSeriesBPreferredStock] | 500,000 | |||||||||||||
Chief Financial Officer [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
[custom:StockIssuedDuringPeriodToOfficersSeriesBPreferredStock] | 500,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||
[custom:PreferredStockSharesDesignated-0] | 1,000,000 | 1,000,000 | ||||||||||||
Preferred Stock, Shares Issued | 500,000 | 500,000 | ||||||||||||
Preferred Stock, Shares Outstanding | 500,000 | 500,000 | ||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||
[custom:PreferredStockSharesDesignated-0] | 1,000,000 | |||||||||||||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | ||||||||||||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | ||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | 5,500,000 | 5,500,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||
[custom:PreferredStockSharesDesignated-0] | 5,500,000 | |||||||||||||
Preferred Stock, Shares Issued | 40,000 | |||||||||||||
Preferred Stock, Shares Outstanding | 40,000 | |||||||||||||
[custom:PreferredStockSharesValuePerShare-0] | $ 1 | |||||||||||||
Preferred Stock, Value, Issued | $ 40,000 |
Below is a table summarizing th
Below is a table summarizing the options issued and outstanding as of June 30, 2021: (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Note 9. Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 200,000 | 200,000 |
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 2 | $ 2 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price |
As at June 30, 2020, the follow
As at June 30, 2020, the following share stock options were outstanding (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Investment Holdings [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 200,000 | 200,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 2 | |
Proceeds from Stock Options Exercised | $ 400,000 | |
Equity Option [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 months 29 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jan. 26, 2022 | |
Proceeds from Stock Options Exercised | $ 400,000 |
NOTE 9. STOCK OPTIONS (Details
NOTE 9. STOCK OPTIONS (Details Narrative) | Jun. 30, 2021USD ($)$ / shares |
Note 9. Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 2 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ |
continuity of share purchase wa
continuity of share purchase warrants (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Note 10. Warrants | ||
Class of Warrant or Right, Outstanding | 117,642,857 | 260,500,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.00584 | $ 0.00283 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | (142,857,143) | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisedWeightedAverageExercisePrice] | $ 0.00035 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value |
As at June 30, 2021, the follow
As at June 30, 2021, the following share purchase warrants were outstanding (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of Warrant or Right, Outstanding | 117,642,857 | 260,500,000 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisable-0] | 117,642,857 | |
Proceeds from Warrant Exercises | $ 687,500 | |
Warrant [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of Warrant or Right, Outstanding | 500,000 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisable-0] | 500,000 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisePrice-0] | $ 0.10 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years 5 months 5 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 3, 2023 | |
Proceeds from Warrant Exercises | $ 50,000 | |
Warrant 1 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of Warrant or Right, Outstanding | 107,142,857 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisable-0] | 107,142,857 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisePrice-0] | $ 0.00035 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years 8 months 12 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Mar. 13, 2024 | |
Proceeds from Warrant Exercises | $ 37,500 | |
Warrant 2 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of Warrant or Right, Outstanding | 10,000,000 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisable-0] | 10,000,000 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisePrice-0] | $ 0.06 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 1 month 28 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 26, 2025 | |
Proceeds from Warrant Exercises | $ 600,000 |
NOTE 10. WARRANTS (Details Narr
NOTE 10. WARRANTS (Details Narrative) | Jun. 30, 2021USD ($) |
Note 10. Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 1,805,357 |
NOTE 12. COMMITMENTS AND CONT_2
NOTE 12. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 2 Months Ended | 4 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
[custom:MonthlyCompensationToConsultant] | $ 5,000 | |
[custom:OfficerContractAnnualSalaryAmount] | $ 70,000 | |
[custom:OfficerContractIssuanceOfShares] | 1,000,000 | |
[custom:OfficerContractIssuanceOfSharesFairValueOfStock] | $ 18,990 |