Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | ZERIFY, INC. | ||
Entity Central Index Key | 0001285543 | ||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 955,515,078 | ||
Entity Public Float | $ 41,794,000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation State Country Code | WY | ||
Entity Tax Identification Number | 22-3827597 | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 000-55012 | ||
Entity Address Address Line 1 | 1090 King Georges Post Road | ||
Entity Address Address Line 2 | Suite 603 | ||
Entity Address City Or Town | Edison | ||
Entity Address State Or Province | NJ | ||
Entity Address Postal Zip Code | 08837 | ||
City Area Code | 732 | ||
Local Phone Number | 661-9641 | ||
Security 12b Title | Common stock, $0.0001 par value | ||
Auditor Firm Id | 572 | ||
Auditor Name | Weinberg & Company, P.A. | ||
Auditor Location | Los Angeles, California | ||
Icfr Auditor Attestation Flag | true | ||
Amendment Description | Zerify, Inc. (formally known as StrikeForce Technologies, Inc.). (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2022 (“Original 10-K”}. This Amendment No. 1 on Form 10K/A amends and expands our disclosure under Part II, Item 5(D), Recent Sales of Unregistered Securities and certain disclosures under Item 11, Executive Compensation. Except for the changes stated above, no other changes have been made to the Company Annual Report on Form 10-K for the fiscal year ending December 31, 2021. In accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, currently dated certifications of our principal executive officer and our principal financial officer are attached to this Form 10-K/A as Exhibits 31.1 and 32.1. Except for the foregoing amended information, we have not updated the disclosures contained in the Form 10-K/A to reflect events that have occurred subsequent to the filing date of the Original 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original 10-K and our subsequent filings with the SEC. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash (includes VIE balances of $1,000 and $2,000, respectively) | $ 2,084,000 | $ 162,000 |
Accounts receivable, net | 24,000 | 20,000 |
Prepaid expenses | 13,000 | 21,000 |
Total current assets | 2,121,000 | 203,000 |
Property and equipment, net | 0 | 2,000 |
Operating lease right-of-use asset, net | 107,000 | 157,000 |
Other assets | 12,000 | 14,000 |
Total Assets | 2,240,000 | 376,000 |
Current Liabilities: | ||
Accounts payable and accrued expenses (includes VIE balances of $2,000 and $3,000, respectively) | 996,000 | 1,010,000 |
Convertible notes payable (net of discount of $0 and $14,000, respectively; including $895,000 and $1,458,000 in default, respectively) | 1,398,000 | 1,469,000 |
Convertible notes payable - related parties | 268,000 | 298,000 |
Notes payable (net of discount of $0 and $52,000, respectively; including $1,972,000 and $2,146,000 in default, respectively) (includes VIE balances of $310,000 and $475,000, respectively) | 1,972,000 | 2,250,000 |
Notes payable - related parties | 693,000 | 952,000 |
Accrued interest (including $1,497,000 and $1,448,000 due to related parties, respectively) (includes VIE balances of $120,000 and $109,000, respectively) | 5,477,000 | 5,187,000 |
Contingent payment obligation | 1,500,000 | 1,500,000 |
Financing obligation (includes VIE balance of $1,263,000 and $1,263,000, respectively) | 1,263,000 | 1,263,000 |
Operating lease liability, current portion | 39,000 | 38,000 |
Derivative liabilities | 0 | 163,000 |
Total current liabilities | 13,606,000 | 14,130,000 |
Notes payable, long term portion | 150,000 | 463,000 |
Operating lease liability, long term portion | 73,000 | 125,000 |
Total Liabilities | 13,829,000 | 14,718,000 |
Stockholders' Deficit | ||
Preferred stock series not designated par value $0.10: 10,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock par value $0.0001: 4,000,000,000 shares authorized; 955,380,225 and 718,263,338 shares issued and outstanding, respectively | 96,000 | 72,000 |
Additional paid-in capital | 59,788,000 | 39,814,000 |
Accumulated deficit | (71,595,000) | (54,396,000) |
Total StrikeForce Technologies, Inc. stockholders' deficit | (10,720,000) | (13,519,000) |
Noncontrolling interest in consolidated subsidiary | (869,000) | (823,000) |
Total Stockholders' Deficit | (11,589,000) | (14,342,000) |
Total Liabilities and Stockholders' Deficit | 2,240,000 | 376,000 |
Series A Preferred Shares [Member] | ||
Stockholders' Deficit | ||
Preferred stock series not designated par value $0.10: 10,000,000 shares authorized; none issued or outstanding | 987,000 | 987,000 |
Series B Preferred Shares [Member] | ||
Stockholders' Deficit | ||
Preferred stock series not designated par value $0.10: 10,000,000 shares authorized; none issued or outstanding | $ 4,000 | $ 4,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash VIE | $ 1,000 | $ 2,000 |
Current Liabilities | ||
Accounts payables | 2,000 | 3,000 |
Convertible notes payable, net of discount | 0 | 14,000 |
Convertible notes payable, default | 895,000 | 1,458,000 |
Notes payable VIE | 310,000 | 475,000 |
Notes payable, net of discount | 0 | 52,000 |
Notes payable, default | 1,972,000 | 2,146,000 |
Accrued Interest VIE | 120,000 | 109,000 |
Financing obligation VIE | 1,263,000 | 1,263,000 |
Accrued interest due to related parties | $ 1,497,000 | $ 1,448,000 |
Stockholders' Deficit | ||
Preferred Stock, share par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common stock, shares issued | 955,380,225 | 718,263,338 |
Common stock, shares outstanding | 955,380,225 | 718,263,338 |
Preferred stock, shares outstanding | 0 | |
Preferred Stock Series B [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, share par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 36,667 | 36,667 |
Preferred stock, shares outstanding | 36,667 | 36,667 |
Preferred Stock Series A [Member] | ||
Stockholders' Deficit | ||
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, shares issued | 3 | 3 |
Preferred stock, shares outstanding | 3 | 3 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 193,000 | $ 207,000 |
Operating expenses: | ||
Cost of revenue | 27,000 | 13,000 |
Selling, general and administrative expenses | 9,448,000 | 2,350,000 |
Research and development | 566,000 | 520,000 |
Total operating expenses | 10,041,000 | 2,883,000 |
Loss from operations | (9,848,000) | (2,676,000) |
Other income (expense): | ||
Interest expense (including $121,000 and $135,000 to related parties, respectively) | (447,000) | (654,000) |
Debt discount amortization | (52,000) | (605,000) |
Financing costs | (6,569,000) | 0 |
Private placement costs | 0 | (175,000) |
Change in fair value of derivative liabilities | (219,000) | (1,190,000) |
Loss on extinguishment of debt, net | (109,000) | (4,841,000) |
Other income (expense) | (1,000) | 53,000 |
Other income (expense), net | (7,397,000) | (7,412,000) |
Net loss | (17,245,000) | (10,088,000) |
Net loss attributable to noncontrolling interest | 46,000 | 45,000 |
Net loss attributable to StrikeForce Technologies, Inc. | $ (17,199,000) | $ (10,043,000) |
Net loss per common share -Basic and diluted | $ (0.02) | $ (0.14) |
Weighted average common shares outstanding-Basic and diluted | 868,770,818 | 73,260,600 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Dec. 31, 2019 | 3 | 36,667 | 5,905,388 | ||||
Balance, amount at Dec. 31, 2019 | $ (15,464,000) | $ 987,000 | $ 4,000 | $ 1,000 | $ 28,675,000 | $ (44,353,000) | $ (778,000) |
Common stock issued for cash, shares | 436,337,203 | ||||||
Common stock issued for cash, amount | 976,000 | 0 | 0 | $ 44,000 | 932,000 | 0 | 0 |
Fair value of common stock issued for services, shares | 6,378,671 | ||||||
Fair value of common stock issued for services, amount | 39,000 | 0 | 0 | $ 1,000 | 38,000 | 0 | 0 |
Fair value of vested options | 506,000 | 0 | 0 | 0 | 506,000 | 0 | 0 |
Warrants issued with notes payable accounted for as debt discount | 118,000 | 0 | 0 | $ 0 | 118,000 | 0 | 0 |
Common stock issued upon conversion of notes payable and accrued interest, shares | 233,674,842 | ||||||
Common stock issued upon conversion of notes payable and accrued interest, amount | 9,112,000 | 0 | 0 | $ 23,000 | 9,089,000 | 0 | 0 |
Common stock issued upon conversion of debt settlement, shares | 35,967,234 | ||||||
Common stock issued upon conversion of debt settlement, amount | 459,000 | 0 | 0 | $ 3,000 | 456,000 | 0 | 0 |
Net loss | (10,088,000) | $ 0 | $ 0 | $ 0 | 0 | (10,043,000) | (45,000) |
Balance, shares at Dec. 31, 2020 | 3 | 36,667 | 718,263,338 | ||||
Balance, amount at Dec. 31, 2020 | (14,342,000) | $ 987,000 | $ 4,000 | $ 72,000 | 39,814,000 | (54,396,000) | (823,000) |
Common stock issued for cash, shares | 119,666,450 | ||||||
Common stock issued for cash, amount | $ 5,368,000 | 0 | 0 | $ 12,000 | 5,356,000 | 0 | 0 |
Fair value of common stock issued for services, shares | 6,569,000 | 3,365,138 | |||||
Fair value of common stock issued for services, amount | $ 181,000 | 0 | 0 | $ 1,000 | 180,000 | 0 | 0 |
Fair value of vested options | 6,757,000 | 0 | 0 | $ 0 | 6,757,000 | 0 | 0 |
Common stock issued upon conversion of debt settlement, shares | 460,829 | ||||||
Common stock issued upon conversion of debt settlement, amount | 88,000 | 0 | 0 | $ 0 | 88,000 | 0 | 0 |
Net loss | (17,245,000) | 0 | 0 | 0 | (17,199,000) | (46,000) | |
Fair value of warrants issued for services | 0 | 0 | 0 | $ 0 | 0 | 0 | 0 |
Fair value of common stock issued as a financing cost, shares | 45,150,500 | ||||||
Fair value of common stock issued as a financing cost, amount | 6,569,000 | 0 | 0 | $ 5,000 | 6,564,000 | 0 | 0 |
Common stock issued upon cashless exercise of warrants, shares | 12,349,726 | ||||||
Common stock issued upon cashless exercise of warrants, amount | 0 | 0 | 0 | $ 1,000 | (1,000) | 0 | 0 |
Common stock issued upon cashless exercise of options, shares | 39,955,655 | ||||||
Common stock issued upon cashless exercise of options, amount | 0 | 0 | 0 | $ 3,000 | (3,000) | 0 | 0 |
Common stock issued upon conversion of notes and accrued interest, shares | 16,168,589 | ||||||
Common stock issued upon conversion of notes and accrued interest, amount | 1,035,000 | $ 0 | $ 0 | $ 2,000 | 1,033,000 | 0 | 0 |
Balance, shares at Dec. 31, 2021 | 3 | 36,667 | 955,380,225 | ||||
Balance, amount at Dec. 31, 2021 | $ (11,589,000) | $ 987,000 | $ 4,000 | $ 96,000 | $ 59,788,000 | $ (71,595,000) | $ (869,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (17,245,000) | $ (10,088,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,000 | 7,000 |
Amortization of discount | $ 52,000 | $ 605,000 |
Fair value of common stock issued for services | 181,000 | 39,000 |
Fair value of vested options | $ 6,757,000 | $ 506,000 |
Fair value of common stock issued for financing services | 6,569,000 | |
Change in fair value of derivative liabilities | $ 219,000 | 1,190,000 |
Private placement costs | 0 | 173,000 |
Loss on extinguishment of debt | 112,000 | 4,841,000 |
Interest expense from debt settlement obligation | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,000) | 0 |
Prepaid expenses | 8,000 | (17,000) |
Right-of-use asset | 51,000 | 49,000 |
Accounts payable and accrued expenses | (14,000) | (77,000) |
Accrued interest | 298,000 | 562,000 |
Operating lease liability | (51,000) | (46,000) |
Net cash used in operating activities | (3,063,000) | (2,256,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | 0 | (1,000) |
Net cash used in investing activities | 0 | (1,000) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 5,368,000 | 976,000 |
Proceeds from convertible notes payable | 0 | 803,000 |
Proceeds from notes payable | 177,000 | 673,000 |
Proceeds from notes payable-related parties | 0 | 263,000 |
Repayment of convertible note payable | (40,000) | (43,000) |
Repayment of notes payable | (231,000) | (274,000) |
Repayment of convertible notes payable-related parties | (30,000) | 0 |
Repayment of notes payable-related parties | (259,000) | (54,000) |
Net cash provided by financing activities | 4,985,000 | 2,344,000 |
Net decrease in cash | 1,922,000 | 87,000 |
Cash at beginning of the year | 162,000 | 75,000 |
Cash at end of the year | 2,084,000 | 162,000 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 120,000 | 85,000 |
Income tax paid | 0 | 0 |
Supplemental disclosure of non-cash investing and financing transactions | ||
Fair value of derivative upon issuance of convertible debt recorded as debt discount | 0 | 744,000 |
Common stock issued for conversion of notes and accrued interest | 1,035,000 | 9,112,000 |
Convertible note, accrued interest, and accounts payable assumed by debt settlement obligation | $ 0 | $ 198,000 |
Common shares issued upon conversion of debt settlement | 88,000 | 459,000 |
Convertible note and accrued interest exchanged for common stock | $ 0 | $ 1,180,000 |
Warrants issued with convertible notes | $ 0 | $ 118,000 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Note 1 - Organization and Summary of Significant Accounting Policies | Note 1 - Organization and Summary of Significant Accounting Policies StrikeForce Technologies, Inc. (the “Company”) is a software development and services company that offers a suite of integrated computer network security products using proprietary technology. The Company’s operations are based in Edison, New Jersey. Going Concern At December 31, 2021, the Company had cash on hand in the amount of $2,084,000. Management estimates that the current funds on hand will be sufficient to continue operations through the next twelve months. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan. Currently, management is attempting to increase revenues by selling through a channel of distributors, value added resellers, strategic partners and original equipment manufacturers. While the Company believes in the viability of its strategy to increase revenues, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. Basis of presentation and principles of consolidation At December 31, 2021, noncontrolling interests represents 51% of BST that the Company does not directly own. The Company and BST have a management agreement pursuant to which BST shall remit a management fee of $36,000 per month to the Company, and when BST reaches a milestone of $1,000,000 in financing, an additional management fee of $5,000,000 shall be owed to the Company, payable monthly over three years. The management fee is eliminated in consolidation. At December 31, 2021 and 2020, the amount of VIE cash on the accompanying consolidated balance sheets can be used only to settle obligations of BST, and the amounts of VIE accounts payable, VIE Notes Payable, VIE Accrued Interest, and VIE Financing Obligation have no recourse to the general credit of the Company. Reverse Stock Split COVID-19 In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, customers, economies, and financial markets globally. It has also disrupted the normal operations of many businesses. This outbreak could decrease spending, adversely affect demand for the Company’s products, and harm the Company’s business and results of operations. During the years ended December 31, 2021 and 2020, the Company believes the COVID-19 pandemic did impact its operating results. For the years ended December 31, 2021 and 2020, sales to customers decreased by 7% and 73%, respectively, as compared to the prior year. However, the Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity. The Company has been following the recommendations of health authorities to minimize exposure risk for its team members during the pandemic, including the temporary closure of its corporate office and having team members work remotely. During the second quarter of 2021, the Company reopened its corporate office while continuing to adhere to the guidelines issued by health authorities. Many customers and vendors have transitioned to electronic submission of invoices and payments. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to accounting for financing obligations, assumptions used in valuing stock instruments issued for services, assumptions used in valuing derivative liabilities, the valuation allowance for deferred tax assets, and the accrual of potential liabilities. Actual results could differ from those estimates. Revenue Recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company’s revenue consists of revenue from sales and support of our software products. Revenue primarily consists of sales of software licenses of our ProtectID®, GuardedID®, MobileTrust® and SafeVchat™ products. The Company usually recognizes subscription revenue over a one-month period based on a typical monthly renewal cycle in accordance with its customer agreement terms. For service contracts, the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining customer contracts. Cost of revenue includes direct costs and fees related to the sale of our products. The following tables present our revenue disaggregated by major product and service lines: Year ended December 31, 2021 December 31, 2020 Software $ 193,000 $ 200,000 Service - 7,000 Total revenue $ 193,000 $ 207,000 Accounts Receivable Accounts receivable consist of trade amounts due from customers, and are recorded at invoiced amounts. The Company maintains an allowance for doubtful accounts receivable based upon our business customers’ financial condition and payment history, and our historical collection experience and expected collectability of accounts receivable. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded. At December 31, 2021 and 2020, the allowance for doubtful accounts was $20,000 and $20,000, respectively. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets as follows: Estimated Useful Life (Years) Computer equipment 5 Computer software 3 Furniture and fixture 7 Office equipment 7 Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2021 and 2020, the Company did not recognize any impairment for its property and equipment. Impairment of Long-lived Assets The Company reviews its property and equipment, right-of-use assets, and other long-lived assets, including intangible assets other than goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. For the years ended December 31, 2021 and 2020, the Company had no impairment of long-lived assets. Income Taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Leases We lease our corporate office space under a lease agreement with monthly payments over a period of 60 months. Pursuant to ASC 842, Leases, lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets (see Note 11). Fair Value of Financial Instruments The Company follows the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The Company is required to use of observable market data if such data is available without undue cost and effort. The Company believes the carrying amounts reported in the balance sheet for accounts receivable, accounts payable, accrued expenses, convertible notes, and notes payables approximate fair values because of the short-term nature of these financial instruments. As of December 31, 2020, the Company’s balance sheet includes Level 2 liabilities comprised of the fair value of embedded derivative liabilities of $163,000 (see Note 10). Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company evaluates embedded conversion features within its convertible debt to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative. The fair value of the embedded derivatives are determined using the trinomial/binomial valuation method at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Stock-Based Compensation The Company periodically issues stock options, warrants, and shares of common stock as share-based compensation to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on FASB ASC 718, Compensation – Stock Compensation The fair value of the Company’s stock options and warrants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Loss per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: Year ended December 31, 2021 December 31, 2020 Options to purchase common stock 83,133,001 58,133,001 Warrants to purchase common stock 68,981,234 27,405,476 Convertible notes 21 1,156,304 Convertible Series B Preferred stock 1,255,638 791,170 Total 153,369,894 87,485,950 Advertising, Sales and Marketing Costs Research and Development Costs Concentrations For the year ended December 31, 2021, sales to three customers comprised 36%, 32% and 19% of revenues, respectively. For the year ended December 31, 2020, sales to two customers comprised 72% and 15% of revenues, respectively. At December 31, 2021, two customers comprised 65% and 14% of accounts receivable, respectively. At December 31, 2020, three customers comprised 50%, 24% and 10% of accounts receivable, respectively. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. At December 31, 2021, the Company had cash deposits that exceeded the federally insured limit of $250,000 per account. The Company believes that no significant concentration of credit risk exists with respect to its cash balances because of its assessment of the creditworthiness and financial viability of the financial institution. Segments The Company operates in one segment for the development and distribution of our software products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base, single sales team, marketing department, customer service department, operations department, finance and accounting department to support its operations and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Note 2 - Property and Equipment | Note 2 - Property and Equipment Property and equipment, stated at cost, less accumulated depreciation consisted of the following: December 31, 2021 December 31, 2020 Computer equipment $ 82,000 $ 82,000 Computer software 44,000 44,000 Furniture and fixtures 10,000 10,000 Office equipment 17,000 17,000 153,000 153,000 Less accumulated depreciation (153,000 ) (151,000 ) $ - $ 2,000 Depreciation expense for the years ended December 31, 2021 and 2020 was $2,000 and $4,000, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable | |
Note 3 - Convertible Notes Payable | Note 3 - Convertible Notes Payable Convertible notes payable consisted of the following: December 31, 2021 December 31, 2020 Secured (a) Convertible notes due to AL-Bank, in default at December 31, 2020 $ 503,000 $ 543,000 Unsecured (b) Convertible notes with fixed conversion features, in default 895,000 895,000 (c) Convertible notes with adjustable conversion features, $20,000 in default at December 31, 2020 - 45,000 Total convertible notes principal outstanding 1,398,000 1,483,000 Debt discount - (14,000 ) Convertible notes, net of discount $ 1,398,000 $ 1,469,000 (a) During fiscal 2005, the Company issued notes payable to DART/Citco Global in the aggregate of $543,000. The notes bear interest at an average rate of 7.5% per annum, matured in December 2010, convertible to common shares at a fixed conversion price of $3.25 per share, as adjusted for applicable reverse stock splits, and secured by all of the Company’s assets. In fiscal 2009, the note holders agreed to the forbearance of any interest on the notes payable to DART/Citco Global. In August 2021, the notes were assigned to Aktieselskabet Arbejdernes Landsbank (“AL-Bank”), a financing institution based in Denmark. In September 2021, the Company executed a repayment agreement with AL-Bank whereby the Company shall make monthly payments of $10,000 to AL-Bank, starting in October 2021 and ending in January 2025, for a total of $400,000. Once the payments are made in full in accordance with the repayment agreement, the remaining balance of $143,000 shall be forgiven and will be accounted at that time. During the year ending December 31, 2021, $40,000 was repaid relating to the agreement. At December 30, 2021 and 2020, the outstanding balance of convertible notes payable amounted to $503,000 and $543,000, respectively. (b) During fiscals 2005 through 2007, the Company issued notes payable in the aggregate of $895,000. The notes are unsecured, bear interest at a rate starting at 8% up to 18% per annum, were due on various dates from March 2008 to March 2015, and are currently in default. The aggregate notes are convertible into less than one share of the Company’s common stock based on fixed conversion prices adjusted for applicable reverse stock splits. At December 31, 2021 and 2020, the outstanding balance of convertible notes payable amounted to $895,000, respectively and is deemed in default. (c) During fiscal 2020, the Company issued convertible notes payable with adjustable conversion prices for aggregate proceeds of $803,000. The notes bear interest at 8% to 10% per annum, unsecured, and maturing between October 2020 and December 2021. At the option of the holder, the notes are convertible into shares of common stock of the Company at a price per share discount of 58% to 70% of the market price of the Company’s common stock, as defined, for 15 to 25 days preceding a conversion notice. The Company determined that the conversion options of the convertible notes were not considered indexed to the Company’s own stock and characterized the conversion features as derivative liabilities upon issuance (see Note 10). The Company also granted warrants to certain note holders to purchase 638,000 shares of the Company’s common stock. As a result, the Company recorded debt discount of $803,000, to account the fair value of the derivative liabilities of $742,000, the relative fair value of the warrants granted of $53,000 and direct fees incurred of $8,000. At December 31, 2020, the outstanding balance of the notes payable amounted to $45,000 and unamortized discount was $14,000. During the year ended December 31, 2021, the remaining notes payable of $45,000 plus unpaid interest and fees of $4,000, for a total of $49,000, were converted into 16,168,589 shares of the Company’s common stock with a fair value of $1,035,000. The Company followed the general extinguishment model to record the conversion and settlement of the debt. Notes payable, accrued interest and fees converted totaled $49,000, the related unamortized debt discount totaled ($14,000), and the derivative liability related to the conversion option of these notes, after final valuation, amounted to $382,000. The fair value of the common shares issued amounted to $1,035,000 and the difference between the total debt settled and fair value of the common shares issued amounted to $618,000 and was recorded as loss on extinguishment of debt. At December 31, 2021, the Company had no more convertible notes with adjustable conversion prices outstanding. |
Convertible Notes Payable Relat
Convertible Notes Payable Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable Related Parties | |
Note 4 - Convertable Notes Payable - Related Parties | Note 4 - Convertible Notes Payable – Related Parties In prior years, the Company issued unsecured convertible notes to related parties/officers in exchange for cash and/or services rendered. Certain notes payable are due to the Company’s Chief Executive Officer (CEO) and have a compounded interest rate of 8% per annum. The aggregate notes are convertible into less than one share of the Company’s common stock at fixed conversion prices adjusted for applicable reverse stock splits. As of December 31, 2020, the outstanding balance of the notes payable amounted to $298,000. During the year ended December 31, 2021, notes payable aggregating $30,000 were repaid. In addition, the CEO extended the maturity date of these convertible notes payable to December 31, 2022 with no changes to the original terms of the notes payable or any additional compensation. At December 31, 2021, the balance of convertible notes payable-related parties totaled $268,000. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
Note 5 - Notes Payable | Note 5 - Notes Payable Notes payable consisted of the following: December 31, 2021 December 31, 2020 Unsecured notes (a) Notes payable- $1,639,000 in default $ 1,639,000 $ 1,699,000 (b) Notes payable issued by BST-in default 310,000 475,000 (c) Note payable-PPP loan - 313,000 (d) Note payable-EID loan 150,000 150,000 Secured notes payable (e) Notes payable - $23,000 in default at December 31, 2021 23,000 128,000 Total notes payable principal outstanding 2,122,000 2,765,000 Debt discount - (52,000 ) Less current portion of notes payable, net of discount (1,972,000 ) (2,250,000 ) Long term notes payable $ 150,000 $ 463,000 (a) In previous years, the Company issued notes payable in exchange for cash. The notes are unsecured, bear interest at a rate of 8% through 14% per annum and matured starting in fiscal 2011 up to November 2021. As of December 31, 2020, the outstanding balance of these notes payable amounted to $1,699,000 and unamortized debt discount of $52,000. During the year ended December 31, 2021, $60,000 of the notes were paid and the Company amortized the debt discount of $52,000. At December 31, 2021, the outstanding balance of the notes payable was $1,639,000 and deemed in default (b) In fiscal 2018, the Company’s consolidated subsidiary BlockSafe, issued promissory notes in exchange for cash. The notes are unsecured, bearing interest at a rate of 8% per annum, and matured in September 2019. At December 31, 2020, the outstanding balance of the notes payable amounted to $475,000. During the year ended December 31, 2021, $65,000 of the notes were paid, and a note holder agreed to exchange $100,000 of notes payable for 460,829 shares of the Company’s common stock with a fair value of $88,000 (see Note 12). As a result, the Company recognized a gain on extinguishment of debt of $12,000 to account for the difference between the note payable settled and fair value of the common stock issued. At December 31, 2021, the outstanding balance of the notes payable amounted to $310,000 and are deemed in default. (c) On April 7, 2020, the Company was granted a loan (the “PPP loan”) of $313,000, pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The PPP loan matures on April 7, 2022, bears interest at a rate of 1% per annum, with the first nine months of interest deferred, is payable monthly commencing on October 2020, and was unsecured and guaranteed by the U.S. Small Business Administration (“SBA”). The loan term may be extended to April 7, 2025, if mutually agreed to by the Company and lender. The PPP loan may be prepaid at any time prior to maturity with no prepayment penalties. Funds from the PPP loan may only be used for qualifying expenses as described in the CARES Act, including qualifying payroll costs, qualifying group health care benefits, qualifying rent and debt obligations, and qualifying utilities. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses. As of December 31, 2020, outstanding balance of the PPP loan amounted to $313,000. In March 2021, the Company obtained a similar PPP loan of $177,000. During the year ended December 31, 2021, the PPP loans in the aggregate of $490,000 and accrued interest of $5,000 were forgiven by the SBA and was accounted as a gain on debt extinguishment pursuant to ASC 470, Debt. As of December 31, 2021, the Company had no PPP loans outstanding. (d) On May 15, 2020, the Company received a $150,000 loan (the “EID Loan”) from the SBA under the SBA’s Economic Injury Disaster Loan program. The EID Loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments of $250 per month are deferred for twenty four months and will commence in June 2022. The EID Loan may be prepaid at any time prior to maturity with no prepayment penalties. The proceeds from the EID Loan must be used for working capital. The EID Loan contains customary events of default and other provisions customary for a loan of this type. Outstanding balance of the note payable as of December 31, 2021 and 2020 amounted to $150,000, respectively. The Company was in compliance with the terms of the EID loan as of December 31, 2021. (e) In fiscal 2019 and 2020, the Company issued notes payable aggregating $468,000. The notes bear interest at a rate starting from 8% to 148% per annum, each agreement secured by substantially all of the assets of the Company, maturing between March 2020 and July 2021. The Company also made principal payments of $319,000, and one secured note of $21,000 was extinguished as part of a debt settlement obligation transaction. At December 31, 2020, the outstanding balance of the secured note agreements was $128,000. During the year ended December 31, 2021, the Company made principal payments of $105,000. At December 31, 2021, the outstanding balance of the secured notes payable was $23,000 and is deemed in default. The Company and the note holder are in negotiations to extend the due date of the note. |
Notes Payable Related Parties
Notes Payable Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable Related Parties | |
Note 6 - Notes Payable - Related Parties | Note 6 - Notes Payable – Related Parties Notes payable-related parties notes represent notes payable to the Company’s Chief Executive Officer (CEO) ranging in interest rates of 0% per annum to 10% per annum. The notes are unsecured and the outstanding balance of these notes payable at December 31, 2020 amounted to $952,000. During the year ended December 31, 2021, the Company made payments of $259,000. In addition, the CEO extended the maturity date of these notes payable to December 31, 2022 with no changes to the original terms of the notes payable or any additional compensation. At December 31, 2021, the balance of notes payable-related parties totaled $693,000 which are all due to the Company’s CEO. |
Financing Obligation
Financing Obligation | 12 Months Ended |
Dec. 31, 2021 | |
Financing Obligation | |
Note 7 - Financing Obligation | Note 7 – Financing Obligation The Company is in the process of developing Coins or Tokens which are an envisioned virtual currency. In fiscal 2018, the Company’s consolidated subsidiary BlockSafe (BST), issued promissory notes to unrelated parties aggregating $776,000. As part of issuance, the Company agreed to pay a financing obligation to the note holders equal to the note principal in tokens, as defined, to be issued by BlockSafe. In addition, the Company also agreed to issue tokens to an unrelated party in exchange for cash of $50,000. During the year ended December 31, 2019, BlockSafe agreed to issue tokens to unrelated parties in exchange for cash of $122,000. In addition, certain note holders of promissory notes issued by BlockSafe agreed to exchange $315,000 of outstanding principal and accrued interest into the financing obligation to be paid by tokens to be issued by BlockSafe. At December 31, 2021 and 2020, the outstanding balance of financing obligations amounted to $1,263,000, respectively, to be paid in tokens, as defined. At December 31, 2021 and through the date of filing, BST has not developed or issued any tokens and there is no assurance as to whether, or at what amount, or on what terms, tokens will be available to be issued, if ever. At December 31, 2021, as the tokens do not exist, and any amounts received for tokens are not considered equity or revenue, management determined that 100% of the obligation of $1,263,000 is a liability to be settled by BST, through the issuance of tokens, or through other means if tokens are never issued. |
Contingent Payment Obligation
Contingent Payment Obligation | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
Note 8 - Contingent Payment Obligation | Note 8 – Contingent Payment Obligation On September 6, 2017, the Company entered into a litigation funding agreement with Therium Inc. (subsequently Therium Luxembourg) and VGL Capital, LLC (collectively the “Funders”). Under the agreement, the Company received $1,500,000 from the Funders to allow the Company to pursue patent enforcement actions against infringements of its patents. In exchange, the Funders are entitled to receive, after the payment of legal fees, the first $1,500,000 from the gross proceeds of any claims awarded, 10% of any additional claim proceeds until the Funders have received an additional $7,500,000, and 2.5% of any claim proceeds thereafter. The Funders shall be paid only in the event that the Company achieves recoveries of claim proceeds. At December 31, 2021 and 2020, the Company has reflected the $1,500,000 received from the Funders as a contingent payment obligation to be paid only if claim proceeds are recovered. |
Debt Settlement Obligation
Debt Settlement Obligation | 12 Months Ended |
Dec. 31, 2021 | |
Debt Settlement Obligation | |
Note 9 - Debt Settlement Obligation | Note 9 – Debt Settlement Obligation On May 13, 2020, the Company entered into a settlement agreement with Continuation Capital, Inc. (“Continuation”). Continuation paid $198,000 owed to Company creditors, including $140,000 of convertible debt and accrued interest due to a related party (see Note 4), $29,000 of secured notes payable and accrued interest (see Note 5) and $29,000 of accounts payable. In exchange, the Company issued 35,967,234 shares of common stock to Continuation with a fair value of $459,000. The Company accounted this transaction in accordance with ASC 480-10 and the debt settled was measured at fair value. As a result, the Company recorded a loss on debt extinguishment $261,000 to account for the difference between the carrying value of the debt settled and the fair value of the common shares issued to Continuation. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Financial Instruments | |
Note 10 - Derivative Financial Instruments | Note 10 – Derivative Financial Instruments In prior years, the Company issued convertible notes payable whose conversion shares were not explicitly limited. As a result, the Company was unable to conclude that it had enough authorized and unissued shares available to settle the conversion option. The result was that the conversion option was bifurcated from the debt host and accounted for as a derivative liability in accordance with ASC 815, and re-measured at the end of every reporting period with the change in value reported in the statement of operations. Furthermore, since the number of shares to be issued to settle the conversion option was potentially unlimited, the Company would be unable to conclude that it has sufficient authorized and available shares to satisfy other commitments to issue shares if it did not have a sequencing policy. The Company has not adopted, documented and disclosed a sequencing approach that allows its other equity linked financial instruments and conversion options to be classified as equity if they meet the requirements of ASC 815. The derivative liability was valued using the trinomial/binomial valuation method. At December 31, 2020, the balance of the derivative liabilities was $163,000. During the year ended December 31, 2021, the corresponding convertible notes payable were converted to equity (see Note 3 and 10). Pursuant to current accounting guidelines, the Company determined the final fair value of the derivative liability which amounted to $382,000 and as a result, the Company recorded a change in fair value of $219,000. The Company also extinguished the derivative liability of $382,000 as part of loss on debt extinguishment in accordance with current accounting guidelines. At December 31, 2021, the Company has no more instruments accounted as derivative liabilities. The fair value of the embedded derivative was determined using the following assumptions: At Extinguishment December 31, 2020 Conversion feature: Risk-free interest rate 0.08 % 0.09 % Expected volatility 424 % 495%-691 % Expected life (in years) 0.41 year 0.25 to 0.57 year Expected dividend yield - - Fair Value: Conversion feature $ 382,000 $ 163,000 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected volatility is based on the historical volatility of the Company’s stock. The expected life of the conversion feature of the notes was based on the remaining terms of the related notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. The following table sets forth a summary of the changes in the estimated fair value of our embedded derivative during the years ended December 31, 2021 and 2020: Year ended December 31, 2021 Year ended December 31, 2020 Fair value at beginning of year $ 163,000 $ 1,516,000 Recognition of derivative liabilities upon initial valuation - 917,000 Extinguishment of derivative liabilities (382,000 ) (3,460,000 ) Net change in the fair value of derivative liabilities 219,000 1,190,000 Fair value at end of year $ - $ 163,000 |
Operating Lease
Operating Lease | 6 Months Ended |
Jun. 30, 2021 | |
Debt Settlement Obligation | |
Note 11 - Operating Lease | Note 11 - Operating Lease In January 2019, the Company entered into a noncancelable operating lease for its office headquarters requiring payments of approximately $4,000 per month, payments increasing 3% each year, and ending on January 31, 2024. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets pursuant to ASC 842, Leases. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: Year ended December 31, 2021 Year ended December 31, 2020 Lease Cost Operating lease cost (included in general and administration in the Company’s statement of operations) $ 56,000 $ 56,000 Other Information Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2021 and 2020 $ 55,000 $ 55,000 Weighted average remaining lease term – operating leases (in years) 3.1 3.1 Average discount rate – operating leases 10.0 % 10.0 % The supplemental balance sheet information related to leases for the period is as follows: At December 31, 2021 Operating leases Long-term right-of-use assets $ 107,000 Short-term operating lease liabilities $ 39,000 Long-term operating lease liabilities 73,000 Total operating lease liabilities $ 112,000 Maturities of the Company’s lease liabilities are as follows: Year Ending Operating Leases 2022 58,000 2023 59,000 2024 5,000 Total lease payments 122,000 Less: Imputed interest/present value discount (10,000 ) Present value of lease liabilities $ 112,000 Lease expenses were $56,000 and $56,000 during the years ended December 31, 2021 and 2020, respectively. |
Stockholders Deficit
Stockholders Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Deficit | |
Note 12 - Stockholders' Deficit | Note 12 – Stockholders’ Deficit Preferred Stock On October 21, 2010, the Company amended its Articles of Incorporation in New Jersey to authorize 10,000,000 shares of preferred stock, par value $0.10. The designations, rights, and preferences of such preferred stock are to be determined by the Board of Directors. On November 15, 2010, the Company changed its domicile from the State of New Jersey to the State of Wyoming. In addition to the 10,000,000 shares of preferred stock authorized on October 21, 2010, on January 10, 2011, 100 shares of preferred stock were designated as Series A Preferred Stock and 100,000,000 shares were designated as Series B Preferred Stock. The bylaws under the Wyoming Incorporation were amended to reflect the rights and preferences of each additional new designation. The Series A Preferred Stock collectively has voting rights equal to eighty percent of the total current issued and outstanding shares of common stock. If at least one share of Series A Preferred Stock is outstanding, the aggregate shares of Series A Preferred Stock shall have voting rights equal to the number of shares of common stock equal to four times the sum of the total number of shares of common stock issued and outstanding, plus the number of shares of Series B Preferred Stock (or other designated preferred stock) which are issued and outstanding. The Series B Preferred Stock has preferential liquidation rights in the event of any liquidation, dissolution or winding up of the Company, such liquidation rights to be paid from the assets of the Company not delegated to parties with greater priority at $1.00 per share or, in the event an aggregate subscription by a single subscriber of the Series B Preferred Stock is greater than $100,000,000, $0.997 per share. The Series B Preferred Stock shall be convertible to a number of shares of common stock equal to the price of the Series B Preferred Stock divided by the par value of the Series B Preferred Stock. The option to convert the shares of Series B Preferred Stock may not be exercised until three months following the issuance of the Series B Preferred Stock to the recipient shareholder. The Series B Preferred Stock shall have ten votes on matters presented to the shareholders of the Company for one share of Series B Preferred Stock held. The initial price of the Series B Preferred Stock shall be $2.50, (subject to adjustment by the Company’s Board of Directors) until such time, if ever, the Series B Preferred Stock are listed on a secondary and/or public exchange. In February 2014, the Company’s Board of Directors amended the conversion feature of the Series B Preferred Stock, to permit conversion to common shares at a 40% market discount to current market value at the time the Company receives a conversion request. Current market value is defined as the average of the immediately prior five trading day’s closing prices. Additionally, when Series B Preferred Stock shares convert to the Company’s common stock, the minimum price discount floor level is set at $0.005, as decided by the Company’s Board of Directors. Series A Preferred Stock In 2011, the Company issued three shares of non-convertible Series A Preferred Stock valued at $329,000 per share, or $987,000 in aggregate to three members of the management team. The Series A Preferred Stock are convertible into four times the total number of common shares plus the total number of shares of Series B preferred stock issued and outstanding at the time of conversion and have voting rights equal to eighty percent of the total issued and outstanding shares of the Company’s common stock. This effectively provided the management team, upon retention of their Series A Preferred Stock, voting control on matters presented to the shareholders of the Company. The shareholders of the Series A Preferred Stock have each irrevocably waived their conversion rights relating to the Series A Preferred Stock issued. Series B Preferred Stock The Series B Preferred Stock has preferential liquidation rights in the event of any liquidation, dissolution or winding up of the Company, such liquidation rights to be paid from the assets of the Company not delegated to parties with greater priority at $1.00 per share or, in the event an aggregate subscription by a single subscriber of the Series B Preferred Stock is greater than $100,000,000, $0.997 per share. The Series B Preferred Stock shall be convertible to a number of shares of common stock equal to the price of the Series B Preferred Stock divided by the par value of the Series B Preferred Stock. The option to convert the shares of Series B Preferred Stock may not be exercised until three months following the issuance of the Series B Preferred Stock to the recipient shareholder. The Series B Preferred Stock shall have ten votes on matters presented to the shareholders of the Company for one share of Series B Preferred Stock held. The initial price of the Series B Preferred Stock shall be $2.50, (subject to adjustment by the Company’s Board of Directors) until such time, if ever, the Series B Preferred Stock are listed on a secondary and/or public exchange. At December 31, 2021 and 2020, there were 36,667 shares of Series B Preferred Stock outstanding. There were no issuances of Series B Preferred stock during fiscal 2021 and 2020. Common Stock During the year ended December 31, 2021, the Company issued an aggregate of 139,661,006 shares of its common stock as follows: · During the year ended December 31, 2021, pursuant to our offering under Regulation A, the Company issued 119,666,450 shares of common stock in exchange for cash of $5,368,000, net of direct fees and commission. As part of the offering, the Company also issued warrants to certain investors and placement agent to purchase 55 million shares of common stock. The warrants are fully vested, exercisable at $0.05 per share and will expire in five years. · The Company issued 3,365,138 shares of its common stock for services, with a fair value of $176,000. The common shares were valued at the respective date of issuances. Included in this issuance was 500,000 shares of common stock with a fair value of $36,000, for the purchase of a complimentary business, Cybersecurity Risk Solutions, LLC. At the date of acquisition, Cybersecurity Risk Solutions, LLC had nominal assets and liabilities, no revenues and limited operating history. Furthermore, the Company also determined that the acquisition did not meet the requirement of a significant acquisition pursuant to the regulations of the Securities and Exchange Commission. · The Company issued 16,168,589 shares of common stock with a fair value of $1,035,000 upon conversion of convertible notes payable and accrued interest (see Note 3). · The Company issued 460,829 shares of common stock with a fair value of $88,000 as debt settlement (see Note 5). During the year ended December 31, 2020, the Company issued an aggregate of 712,431,992 shares of its common stock as follows: · In November 2020, the Company sold 436,337,203 shares of common stock for net proceeds of $976,000 in an offering under Regulation A. · The Company issued 6,378,671 shares of its common stock for services, with a fair value of $39,000. The common shares were valued at the respective date of issuances. · The Company issued 233,748,884 shares of common stock upon conversion of convertible notes payable and accrued interest (see Note 3). · The Company issued 35,967,234 shares of common stock upon conversion of debt settlement (see Note 9). · In December 2020, a decrease of the Company’s authorized common stock to 4,000,000,000 shares was authorized. Warrants In January and July 2020, in connection with the issuance of convertible notes that aggregated $100,000 (see Note 3) and a promissory note of $60,000 (see Note 5), the Company issued warrants to purchase 27,304,901 shares of the Company’s common stock. The warrants were exercisable immediately, at exercise prices from $0.0045 to $0.75 per share, and expire in 5 years. The warrants are classified within stockholders’ deficit, and the proceeds were allocated between the notes and warrants based on their relative fair value. The relative fair value of the warrants was determined to be $118,000 and was recorded as debt discount and additional paid-in-capital. During the year ended December 31, 2021, pursuant to the terms of the warrant grant, 13,333,333 warrant shares were exercised on a cashless basis in exchange for 12,349,726 shares of common stock. In addition, 90,908 warrant shares granted to a financing entity in fiscals 2019 and 2020 as part of a financing transaction was exercised. As a result of the exercise, the Company issued 45,150,500 shares of common stock with a fair value of $6,569,000. The common shares issued were valued at the date of issuance and recorded as a finance cost. The table below summarizes the Company’s warrant activities for the years ended December 31, 2021 and 2020: Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, January 1, 2020 100,574 $ 0.75-2.90 $ 1.1185 Granted 27,304,901 0.0045 0.0045 Canceled/Expired - - - Exercised - - - Balance, January 1, 2021 27,405,475 0.0045-2.90 0.011676 Granted 55,000,000 0.05 $ 0.05 Canceled/Expired - - - Exercised (13,424,241 ) - - Balance, December 31, 2021 68,981,234 $ 0.0045-2.90 $ 0.042114 Balance outstanding and exercisable, December 31, 2021 68,981,234 $ 0.0045-2.90 $ 0.042114 The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2021: Warrants Outstanding and Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.0045 13,349,242 4.00 $ 0.0045 $ 0.085 588,235 4.00 $ 0.085 $ 0.05 55,000,000 5.00 $ 0.05 $ 0.75 26,515 3.00 $ 0.75 $ 2.90 17,241 3.00 $ 2.90 $ 0.0045 - $2.90 68,981,234 4.00 $ 0.042114 |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2021 | |
Stock Options | |
Note 13 - Stock Options | Note 13 – Stock Options In November 2012, the stockholders approved the 2012 Stock Option Plan for the Company’s employees, effective January 3, 2013. The number of shares authorized for issuance under the plan was 100,000,000 and was increased to 400,000,000 in November 2017 by unanimous consent of the Board of Directors. During the year ended December 31, 2020, the Company granted options to purchase an aggregate of 57,500,000 shares of its common stock to employees. The options have an exercise price of $0.005 per share, vest over six months, and expire in 10 years, with a total fair value of approximately $3,853,000 using the Black-Scholes Merton option pricing model. The fair value of the options was determined using a Black-Scholes Merton option pricing model based on the following assumptions: (i) volatility rate of 604%, (ii) discount rate of 0.95%, (iii) zero expected dividend yield, and (iv) expected life of 10.00 years. The Company recognized stock compensation expense of $506,000 to account the fair value of options that vested during the period. As of December 31, 2020, the unamortized stock compensation amounted to approximately $3.6 million which was recognized in fiscal 2021. In February 2021, 12,250,000 unvested options granted in fiscal 2020 were modified and such options became fully vested. Pursuant to current accounting guidelines, the Company remeasured the fair value of these options and determined their fair value to be $3,675,000 and was recorded as stock compensation expense. During the year ended December 31, 2021, the Company recorded additional stock compensation expense of $2,712,000 to account for options granted in the prior year that vested. In addition, the Company also issued 39,955,655 shares of the Company’s common stock upon cashless exercise of 42,500,000 options. The Company also granted options to purchase an aggregate of 67,500,000 shares of its common stock to employees. The options have an exercise price of $0.005 per share for 2,500,000 option shares and $0.0375 for 65,000,000 option shares, vest over six months, and expire in 10 years, with a total fair value of approximately $5,400,000 using the Black-Scholes Merton Option Pricing model. The fair value of the options was determined using a Black-Scholes Merton Option Pricing model based on the following assumptions: (i) volatility rate of 137%, (ii) discount rate of 1.46%, (iii) zero expected dividend yield, and (iv) expected life of 10.00 years. The Company recognized stock compensation expense of $368,000 to account for the fair value of options that vested during the period. As of December 31, 2021, the unamortized stock compensation amounted to approximately $5,032,000 which will be recognized in fiscal 2022. The table below summarizes the Company’s stock option activities for the period January 1, 2020 to December 31, 2021: Number of Options Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, January 1, 2020 633,001 $ 2.05-1,121,250,000 $ 2.93 Granted 57,500,000 0.0005 0.0005 Exercised - - - Expired - - - Balance, December 31, 2020 58,133,001 0.0005-1,121,250,000 0.03704 Granted 67,500,000 0.005-0.0375 0.0104 Exercised (42,500,000 ) - - Expired - - - Balance outstanding, December 31, 2021 83,133,001 $ 0.005-1,121,250,000 $ 0.0274 Balance exercisable, December 31, 2021 20,236,826 $ 0.005-1,121,250,000 $ 0.0274 The following table summarizes information concerning the Company’s stock options as of December 31, 2021: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 1,121,250,000 1 2 $ 1,121,250,000 1 1 $ 1,121,250,000 $ 2.85 126,000 7 2.85 126,000 6 2.85 $ 3.125 392,000 6 3.125 392,000 5 3.125 $ 2.05 115,000 9 2.05 115,000 8 2.05 $ 0.0375 65,000,000 0.0375 3,551,913 10 0.0375 $ 0.005 17,500,000 10 0.005 16,051,912 10 0.005 $ 0.005 – 1,121,250,000 83,133,001 6.8 $ 0.03704 20,236,826 6.8 $ 0.0274 |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Provision | |
Note 14 - Income Tax Provision | Note 14 - Income Tax Provision A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows for the year ended: December 31, 2021 December 31, 2020 Federal statutory income tax rate 21.0 % 21.0 % State tax, net of federal benefit 7.0 % 5.0 % Change in valuation allowance on net operating loss carry-forwards (28.0 ) (26.0 ) Effective income tax rate 0.0 % 0.0 % Deferred tax assets consist of the following: December 31, 2021 December 31, 2020 Net deferred tax assets: Stock-based compensation $ 2,698,000 $ 702,000 Private placement costs 394,000 366,000 Operating lease liability 31,000 42,000 Loss on extinguishment of debt 1,858,000 1,697,000 Net operating loss carryforwards 6,494,000 5,946,000 Deferred tax assets 11,475,000 8,753,000 Less valuation allowance (11,475,000 ) (8,753,000 ) The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. For the years ended December 31, 2021 and 2020, based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance. At December 31, 2021 and 2020, the Company had available Federal and state net operating loss carryforwards (“NOL”s) to reduce future taxable income. For Federal NOL purposes approximately $23.0 million and $21.4 million was available at December 31, 2021 and 2020. For state NOL purposes approximately $9.8 million and $12.5 million was available at December 31, 2021 and 2020, respectively. The Federal carryforwards expire on various dates through 2040 and the state carryforwards expire through 2040. Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carryforwards, the utilization of the Company’s NOL may be limited as a result of changes in stock ownership. NOLs incurred subsequent to the latest change in control are not subject to the limitation. The Company’s operations are based in New Jersey and it is subject to Federal and New Jersey state income tax. Tax years after 2015 are open to examination by United States and state tax authorities. The Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the financial statements. ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties related to uncertain tax positions. As of December 31, 2021 and 2020, no liability for unrecognized tax benefits was required to be recorded or disclosed. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Note 15 - Subsequent Events | Note 15 – Subsequent Events Subsequent to December 31, 2021, the Company issued 134,853 shares of common stock for services with a fair value of $6,000. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Basis of presentation and principles of consolidation | The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company and its subsidiary, BlockSafe Technologies, Inc. (“BST”). BST is owned 49% by the Company and 31% by three executive officers of the Company. BST meets the definition of a variable interest entity (“VIE”) and based on the determination that the Company is the primary beneficiary of BST. BST’s operating results, assets and liabilities are consolidated by the Company. Intercompany balances and transactions have been eliminated in consolidation. At December 31, 2021, noncontrolling interests represents 51% of BST that the Company does not directly own. The Company and BST have a management agreement pursuant to which BST shall remit a management fee of $36,000 per month to the Company, and when BST reaches a milestone of $1,000,000 in financing, an additional management fee of $5,000,000 shall be owed to the Company, payable monthly over three years. The management fee is eliminated in consolidation. At December 31, 2021 and 2020, the amount of VIE cash on the accompanying consolidated balance sheets can be used only to settle obligations of BST, and the amounts of VIE accounts payable, VIE Notes Payable, VIE Accrued Interest, and VIE Financing Obligation have no recourse to the general credit of the Company. |
COVID-19 | In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, customers, economies, and financial markets globally. It has also disrupted the normal operations of many businesses. This outbreak could decrease spending, adversely affect demand for the Company’s products, and harm the Company’s business and results of operations. During the years ended December 31, 2021 and 2020, the Company believes the COVID-19 pandemic did impact its operating results. For the years ended December 31, 2021 and 2020, sales to customers decreased by 7% and 73%, respectively, as compared to the prior year. However, the Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity. The Company has been following the recommendations of health authorities to minimize exposure risk for its team members during the pandemic, including the temporary closure of its corporate office and having team members work remotely. During the second quarter of 2021, the Company reopened its corporate office while continuing to adhere to the guidelines issued by health authorities. Many customers and vendors have transitioned to electronic submission of invoices and payments. |
Reverse Stock Split | On June 25, 2020, the Company completed a 1:500 reverse stock split of the Company’s issued and outstanding shares of common stock and all fractional shares were rounded up. All share and per share amounts in the accompanying financial statements have been adjusted retroactively to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented. |
Going Concern | The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the year ended December 31, 2021, the Company incurred a net loss of $17,245,000 and used cash in operating activities of $3,063,000 and at December 31, 2021, the Company had a stockholders’ deficit of $11,589,000. Also, at December 31, 2021, the Company is in default on notes payable and convertible notes payable in the aggregate amount of $2,867,000. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. At December 31, 2021, the Company had cash on hand in the amount of $2,084,000. Management estimates that the current funds on hand will be sufficient to continue operations through the next twelve months. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan. Currently, management is attempting to increase revenues by selling through a channel of distributors, value added resellers, strategic partners and original equipment manufacturers. While the Company believes in the viability of its strategy to increase revenues, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to accounting for financing obligations, assumptions used in valuing stock instruments issued for services, assumptions used in valuing derivative liabilities, the valuation allowance for deferred tax assets, and the accrual of potential liabilities. Actual results could differ from those estimates. |
Revenue Recognition | The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company’s revenue consists of revenue from sales and support of our software products. Revenue primarily consists of sales of software licenses of our ProtectID®, GuardedID®, MobileTrust® and SafeVchat™ products. The Company usually recognizes subscription revenue over a one-month period based on a typical monthly renewal cycle in accordance with its customer agreement terms. For service contracts, the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining customer contracts. Cost of revenue includes direct costs and fees related to the sale of our products. The following tables present our revenue disaggregated by major product and service lines: Year ended December 31, 2021 December 31, 2020 Software $ 193,000 $ 200,000 Service - 7,000 Total revenue $ 193,000 $ 207,000 |
Accounts Receivable | Accounts receivable consist of trade amounts due from customers, and are recorded at invoiced amounts. The Company maintains an allowance for doubtful accounts receivable based upon our business customers’ financial condition and payment history, and our historical collection experience and expected collectability of accounts receivable. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded. At December 31, 2021 and 2020, the allowance for doubtful accounts was $20,000 and $20,000, respectively. |
Property and Equipment | Property and equipment are recorded at cost less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets as follows: Estimated Useful Life (Years) Computer equipment 5 Computer software 3 Furniture and fixture 7 Office equipment 7 Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2021 and 2020, the Company did not recognize any impairment for its property and equipment. |
Impairment of Long-lived Assets | The Company reviews its property and equipment, right-of-use assets, and other long-lived assets, including intangible assets other than goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. For the years ended December 31, 2021 and 2020, the Company had no impairment of long-lived assets. |
Income Taxes | The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Leases | We lease our corporate office space under a lease agreement with monthly payments over a period of 60 months. Pursuant to ASC 842, Leases, lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets (see Note 11). |
Fair Value of Financial Instruments | The Company follows the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The Company is required to use of observable market data if such data is available without undue cost and effort. The Company believes the carrying amounts reported in the balance sheet for accounts receivable, accounts payable, accrued expenses, convertible notes, and notes payables approximate fair values because of the short-term nature of these financial instruments. As of December 31, 2020, the Company’s balance sheet includes Level 2 liabilities comprised of the fair value of embedded derivative liabilities of $163,000 (see Note 10). |
Derivative Financial Instruments | The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company evaluates embedded conversion features within its convertible debt to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative. The fair value of the embedded derivatives are determined using the trinomial/binomial valuation method at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. |
Stock-Based Compensation | The Company periodically issues stock options, warrants, and shares of common stock as share-based compensation to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on FASB ASC 718, Compensation – Stock Compensation The fair value of the Company’s stock options and warrants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Loss per Share | Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: Year ended December 31, 2021 December 31, 2020 Options to purchase common stock 83,133,001 58,133,001 Warrants to purchase common stock 68,981,234 27,405,476 Convertible notes 21 1,156,304 Convertible Series B Preferred stock 1,255,638 791,170 Total 153,369,894 87,485,950 |
Advertising, Sales and Marketing Costs | Advertising, sales and marketing costs are expensed as incurred and are included in sales and marketing expenses. For the years ended December 31, 2021 and 2020, advertising, sales and marketing expenses were $103,000 and $2,000, respectively. |
Research and Development Costs | Costs incurred for research and development are expensed as incurred. The salaries, benefits, and overhead costs of personnel conducting research and development of the Company’s software products comprise research and development expenses. Purchased materials that do not have an alternative future use are also expensed. For the years ended December 31, 2021 and 2020, research and development costs were $566,000 and $520,000, respectively. |
Concentrations | For the year ended December 31, 2021, sales to three customers comprised 36%, 32% and 19% of revenues, respectively. For the year ended December 31, 2020, sales to two customers comprised 72% and 15% of revenues, respectively. At December 31, 2021, two customers comprised 65% and 14% of accounts receivable, respectively. At December 31, 2020, three customers comprised 50%, 24% and 10% of accounts receivable, respectively. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. At December 31, 2021, the Company had cash deposits that exceeded the federally insured limit of $250,000 per account. The Company believes that no significant concentration of credit risk exists with respect to its cash balances because of its assessment of the creditworthiness and financial viability of the financial institution. |
Segments | The Company operates in one segment for the development and distribution of our software products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base, single sales team, marketing department, customer service department, operations department, finance and accounting department to support its operations and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. |
Recent Accounting Pronouncements | In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Schedule of Revenue Recognition | Year ended December 31, 2021 December 31, 2020 Software $ 193,000 $ 200,000 Service - 7,000 Total revenue $ 193,000 $ 207,000 |
Schedule of Property and Equipment | Estimated Useful Life (Years) Computer equipment 5 Computer software 3 Furniture and fixture 7 Office equipment 7 |
Schedule of earning per share | Year ended December 31, 2021 December 31, 2020 Options to purchase common stock 83,133,001 58,133,001 Warrants to purchase common stock 68,981,234 27,405,476 Convertible notes 21 1,156,304 Convertible Series B Preferred stock 1,255,638 791,170 Total 153,369,894 87,485,950 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Schedule of property and equipment, stated at cost, less accumulated depreciation | December 31, 2021 December 31, 2020 Computer equipment $ 82,000 $ 82,000 Computer software 44,000 44,000 Furniture and fixtures 10,000 10,000 Office equipment 17,000 17,000 153,000 153,000 Less accumulated depreciation (153,000 ) (151,000 ) $ - $ 2,000 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable (Tables) | |
Schedule of convertible notes payable | December 31, 2021 December 31, 2020 Secured (a) Convertible notes due to AL-Bank, in default at December 31, 2020 $ 503,000 $ 543,000 Unsecured (b) Convertible notes with fixed conversion features, in default 895,000 895,000 (c) Convertible notes with adjustable conversion features, $20,000 in default at December 31, 2020 - 45,000 Total convertible notes principal outstanding 1,398,000 1,483,000 Debt discount - (14,000 ) Convertible notes, net of discount $ 1,398,000 $ 1,469,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable (Tables) | |
Schedule of notes payable | December 31, 2021 December 31, 2020 Unsecured notes (a) Notes payable- $1,639,000 in default $ 1,639,000 $ 1,699,000 (b) Notes payable issued by BST-in default 310,000 475,000 (c) Note payable-PPP loan - 313,000 (d) Note payable-EID loan 150,000 150,000 Secured notes payable (e) Notes payable - $23,000 in default at December 31, 2021 23,000 128,000 Total notes payable principal outstanding 2,122,000 2,765,000 Debt discount - (52,000 ) Less current portion of notes payable, net of discount (1,972,000 ) (2,250,000 ) Long term notes payable $ 150,000 $ 463,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Financial Instruments | |
Schedule of derivative liability | At Extinguishment December 31, 2020 Conversion feature: Risk-free interest rate 0.08 % 0.09 % Expected volatility 424 % 495%-691 % Expected life (in years) 0.41 year 0.25 to 0.57 year Expected dividend yield - - Fair Value: Conversion feature $ 382,000 $ 163,000 |
Summary of changes in derivative liabilities | Year ended December 31, 2021 Year ended December 31, 2020 Fair value at beginning of year $ 163,000 $ 1,516,000 Recognition of derivative liabilities upon initial valuation - 917,000 Extinguishment of derivative liabilities (382,000 ) (3,460,000 ) Net change in the fair value of derivative liabilities 219,000 1,190,000 Fair value at end of year $ - $ 163,000 |
Operating Lease (Tables)
Operating Lease (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Lease (Tables) | |
Schedule of lease expense and supplemental cash flow information | Year ended December 31, 2021 Year ended December 31, 2020 Lease Cost Operating lease cost (included in general and administration in the Company’s statement of operations) $ 56,000 $ 56,000 Other Information Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2021 and 2020 $ 55,000 $ 55,000 Weighted average remaining lease term – operating leases (in years) 3.1 3.1 Average discount rate – operating leases 10.0 % 10.0 % |
Schedule of supplemental balance sheet information | At December 31, 2021 Operating leases Long-term right-of-use assets $ 107,000 Short-term operating lease liabilities $ 39,000 Long-term operating lease liabilities 73,000 Total operating lease liabilities $ 112,000 |
Schedule of maturities | Year Ending Operating Leases 2022 58,000 2023 59,000 2024 5,000 Total lease payments 122,000 Less: Imputed interest/present value discount (10,000 ) Present value of lease liabilities $ 112,000 |
Stockholders Deficit (Tables)
Stockholders Deficit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Deficit | |
Schedule of stock warrants activity | Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, January 1, 2020 100,574 $ 0.75-2.90 $ 1.1185 Granted 27,304,901 0.0045 0.0045 Canceled/Expired - - - Exercised - - - Balance, January 1, 2021 27,405,475 0.0045-2.90 0.011676 Granted 55,000,000 0.05 $ 0.05 Canceled/Expired - - - Exercised (13,424,241 ) - - Balance, December 31, 2021 68,981,234 $ 0.0045-2.90 $ 0.042114 Balance outstanding and exercisable, December 31, 2021 68,981,234 $ 0.0045-2.90 $ 0.042114 |
Schedule of warrants outstanding and exercisable | Warrants Outstanding and Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.0045 13,349,242 4.00 $ 0.0045 $ 0.085 588,235 4.00 $ 0.085 $ 0.05 55,000,000 5.00 $ 0.05 $ 0.75 26,515 3.00 $ 0.75 $ 2.90 17,241 3.00 $ 2.90 $ 0.0045 - $2.90 68,981,234 4.00 $ 0.042114 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Options (Tables) | |
Schedule of stock options plan | Number of Options Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, January 1, 2020 633,001 $ 2.05-1,121,250,000 $ 2.93 Granted 57,500,000 0.0005 0.0005 Exercised - - - Expired - - - Balance, December 31, 2020 58,133,001 0.0005-1,121,250,000 0.03704 Granted 67,500,000 0.005-0.0375 0.0104 Exercised (42,500,000 ) - - Expired - - - Balance outstanding, December 31, 2021 83,133,001 $ 0.005-1,121,250,000 $ 0.0274 Balance exercisable, December 31, 2021 20,236,826 $ 0.005-1,121,250,000 $ 0.0274 |
Schedule of stock option outstanding and exercisable | Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 1,121,250,000 1 2 $ 1,121,250,000 1 1 $ 1,121,250,000 $ 2.85 126,000 7 2.85 126,000 6 2.85 $ 3.125 392,000 6 3.125 392,000 5 3.125 $ 2.05 115,000 9 2.05 115,000 8 2.05 $ 0.0375 65,000,000 0.0375 3,551,913 10 0.0375 $ 0.005 17,500,000 10 0.005 16,051,912 10 0.005 $ 0.005 – 1,121,250,000 83,133,001 6.8 $ 0.03704 20,236,826 6.8 $ 0.0274 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Provision | |
Schedule of reconcilliation of fedral statutory income tax rate | December 31, 2021 December 31, 2020 Federal statutory income tax rate 21.0 % 21.0 % State tax, net of federal benefit 7.0 % 5.0 % Change in valuation allowance on net operating loss carry-forwards (28.0 ) (26.0 ) Effective income tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets and liabilities | December 31, 2021 December 31, 2020 Net deferred tax assets: Stock-based compensation $ 2,698,000 $ 702,000 Private placement costs 394,000 366,000 Operating lease liability 31,000 42,000 Loss on extinguishment of debt 1,858,000 1,697,000 Net operating loss carryforwards 6,494,000 5,946,000 Deferred tax assets 11,475,000 8,753,000 Less valuation allowance (11,475,000 ) (8,753,000 ) |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization and Summary of Significant Accounting Policies | ||
Software | $ 193,000 | $ 200,000 |
Service | 0 | 7,000 |
Total revenue | $ 193,000 | $ 207,000 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2021 | |
Office equipment [Member] | |
Estimated Useful Life (Years) | 7 years |
Computer equipment [Member] | |
Estimated Useful Life (Years) | 5 years |
Computer software [Member] | |
Estimated Useful Life (Years) | 3 years |
Furniture and fixtures [Member] | |
Estimated Useful Life (Years) | 7 years |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details 2) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization and Summary of Significant Accounting Policies | ||
Options to purchase common stock | 83,133,001 | 58,133,001 |
Warrants to purchase common stock | 68,981,234 | 27,405,476 |
Convertible notes | 21 | 1,156,304 |
Convertible Series B Preferred stock | 1,255,638 | 791,170 |
Total | 153,369,894 | 87,485,950 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 25, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss | $ (17,245,000) | $ (10,088,000) | ||
Net cash used in operating activities | (3,063,000) | (2,256,000) | ||
Research and development costs | $ 566,000 | $ 520,000 | ||
Percentage of sales decreased during period | 7% | 73% | ||
Cash | $ 2,084,000 | $ 162,000 | $ 75,000 | |
Allowance for doubtful debts | 20,000 | 20,000 | ||
Total Stockholders' Deficit | (11,589,000) | |||
Derivative liabilities | 0 | 163,000 | ||
Reverse stock split | On June 25, 2020, the Company completed a 1:500 reverse stock split of the Company’s | |||
Advertising, sales and marketing costs | 103,000 | $ 2,000 | ||
Notes payable aggregate amount | 2,867,000 | |||
FDIC insured limit | $ 250,000 | |||
One customer [Member] | Revenues [Member] | ||||
Concentration Risk, Percentage | 36% | 72% | ||
One customer [Member] | Accounts Receivable [Member] | ||||
Concentration Risk, Percentage | 65% | 50% | ||
Two customer [Member] | Revenues [Member] | ||||
Concentration Risk, Percentage | 32% | 15% | ||
Two customer [Member] | Accounts Receivable [Member] | ||||
Concentration Risk, Percentage | 14% | 24% | ||
Three customer [Member] | Revenues [Member] | ||||
Concentration Risk, Percentage | 19% | |||
Three customer [Member] | Accounts Receivable [Member] | ||||
Concentration Risk, Percentage | 10% | |||
BST [Member] | ||||
Ownership interest held by company | 49% | |||
Ownership interest held by three executive officers | 31% | |||
Noncontrolling interest percentage | 51% | |||
Management fee per month | $ 36,000 | |||
Financing milestone reached amount | 1,000,000 | |||
Additional management fee owed amount | $ 5,000,000 | |||
Management fee description | The Company and BST have a management agreement pursuant to which BST shall remit a management fee of $36,000 per month to the Company, and when BST reaches a milestone of $1,000,000 in financing, an additional management fee of $5,000,000 shall be owed to the Company, payable monthly over three years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property and equipment gross | $ 153,000 | $ 153,000 |
Less accumulated depreciation | (153,000) | (151,000) |
Property and equipment net | 0 | 2,000 |
Office equipment [Member] | ||
Property and equipment gross | 17,000 | 17,000 |
Computer equipment [Member] | ||
Property and equipment gross | 82,000 | 82,000 |
Computer software [Member] | ||
Property and equipment gross | 44,000 | 44,000 |
Furniture and fixtures [Member] | ||
Property and equipment gross | $ 10,000 | $ 10,000 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment | ||
Depreciation expense | $ 2,000 | $ 4,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Secured | ||
(a) Convertible notes due to AL-Bank, in default at December 31, 2020 | $ 503,000 | $ 543,000 |
Unsecured | ||
(b) Convertible notes with fixed conversion features, in default | 895,000 | 895,000 |
(c) Convertible notes with adjustable conversion features, $20,000 in default at December 31, 2020 | 0 | 45,000 |
Total convertible notes principal outstanding | 1,398,000 | 1,483,000 |
Debt discount | 0 | (14,000) |
Convertible notes, net of discount | $ 1,398,000 | $ 1,469,000 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unamortized debt discount | $ 14,000 | |
Fair value of the warrants | $ 53,000 | |
Maturity date description | maturing between October 2020 and December 2021 | |
Fair value of warrant granted | $ 2,657,000 | |
Warrants issued to purchase common shares | 638,000 | |
Fair value of derivative liabilities | $ 742,000 | |
Direct fees | 8,000 | |
Convertible notes payable, outstanding balance | 1,398,000 | $ 1,469,000 |
(a) DART/Citco Global, in default | 543,000 | 543,000 |
Proceeds from convertible notes payable | 0 | 803,000 |
Private placement costs | 0 | (175,000) |
Repayment of convertible notes | $ 40,000 | 43,000 |
Unsecured Convertible Notes Payable [Member] | ||
Private placement costs | $ 803,000 | |
Interest rate decriptions | The notes bear interest at 8% to 10% per annum | |
Conversion description | At the option of the holder, the notes are convertible into shares of common stock of the Company at a price per share discount of 58% to 70% of the market price of the Company’s common stock, as defined, for 15 to 25 days preceding a conversion notice | |
2005 Through 2007 [Member] | ||
Maturity date description | due on various dates from March 2008 to March 2015, and are currently in default | |
Convertible notes payable, outstanding balance | $ 895,000 | $ 895,000 |
Proceeds from convertible notes payable | $ 895,000 | |
Interest rate decriptions | The notes are unsecured, bear interest at a rate starting at 8% up to 18% per annum | |
2005 [Member] | ||
(a) DART/Citco Global, in default | $ 503,000 | 543,000 |
Interest rate | 7.50% | |
Conversion price | $ 3.25 | |
Total | $ 400,000 | |
Monyhly payment | 10,000 | |
Remaining balance | 143,000 | |
Repayment of convertible notes | 40,000 | |
Convertible Notes Payable [Member] | ||
Unamortized debt discount | 14,000 | |
Convertible notes payable, outstanding balance | 45,000 | $ 45,000 |
Unpaid interest fees | $ 4,000 | |
Common stock shares issued upon conversion of debt | 16,168,589 | |
Debt instrument converted amount, shares issued | 1 | |
Debt instrument converted amount, value | $ 1,035,000 | |
Debt instrument converted amount, principal | 1,035,000 | |
Loss on extinguishment of debt | 618,000 | |
Debt instrument, accrued interest | 49,000 | |
Initial fair value of the embedded conversion feature | $ 382,000 |
Convertible Notes Payable Rel_2
Convertible Notes Payable Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible notes payable - related parties | $ 268,000 | $ 298,000 |
Repayment of convertible notes payable-related parties | (30,000) | $ 0 |
Chief Executive Officer [Member] | ||
Convertible notes payable - related parties | $ 268,000 | |
Debt Conversion, Converted Instrument, Rate | 8% |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Unsecured notes payable-in default | ||
(a) Notes payable- $1,639,000 in default | $ 1,639,000 | $ 1,699,000 |
(b) Notes payable issued by BST-in default | 310,000 | 475,000 |
(c) Note payable-PPP loan | 0 | 313,000 |
(d) Note payable-EID loan | 150,000 | 150,000 |
Secured notes payable | ||
Notes payable | 23,000 | 128,000 |
Total notes payable principal outstanding | 2,122,000 | 2,765,000 |
Debt discount | 0 | (52,000) |
Less current portion of notes payable | (1,972,000) | (2,250,000) |
Long term notes payable | $ 150,000 | $ 463,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 15, 2020 | Apr. 07, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Note payable default | 460,829 | |||||
Aggregate amount of paycheck protection | $ 313,000 | $ 313,000 | ||||
Forgiven aggregate amount of paycheck protection | $ 490,000 | |||||
Gain on extinguish of PPP | 12,000 | |||||
Notes payable exchanged | 100,000 | |||||
Proceeds from loan | $ 177,000 | |||||
Amount payable | 105,000 | |||||
Forgiven accrued interest on PPP | 5,000 | |||||
Notes payable, outstanding balance | 310,000 | $ 475,000 | ||||
PPP maturity date | Apr. 07, 2025 | |||||
PPP interest rate | 1% | |||||
Long term notes payable | 150,000 | $ 463,000 | ||||
Notes payable, outstanding balance | 23,000 | 128,000 | ||||
Unamortized debt discount | 14,000 | |||||
Notes payable in default | 1,639,000 | 1,699,000 | ||||
EID Loan [Member] | ||||||
Loan borrowed amount | $ 150,000 | |||||
Interest rate on loan | 3.75% | |||||
Monthly payment on loan, description | Monthly principal and interest payments of $250 per month | |||||
Notes Payable [Member] | ||||||
Obligation on debt settlement | 60,000 | |||||
Notes payable, outstanding balance | 1,699,000 | |||||
Unamortized debt discount | 52,000 | |||||
Notes payable in default | 1,639,000 | |||||
Amortized debt discount | $ 52,000 | |||||
Interest rate decriptions | The notes are unsecured, bear interest at a rate of 8% through 14% per annum | |||||
One Note [Member] | ||||||
Notes payable, outstanding balance | $ 5,000 | 128,000 | ||||
Secured notes payable | $ 21,000 | |||||
Note issued | $ 88,000 | $ 468,000 | ||||
Interest rate of notes | 148% | 8% | ||||
Principal amount | $ 319,000 |
Notes Payable Related Parties (
Notes Payable Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Notes payable - related parties | $ 693,000 | $ 952,000 |
Repayment of notes payable-related parties | $ (259,000) | (54,000) |
Chief Executive Officer [Member] | ||
Due date | Dec. 31, 2022 | |
Repayment of notes payable-related parties | $ (259,000) | $ (54,000) |
Chief Executive Officer [Member] | Maximum [Member] | ||
Interest rate | 0% | |
Chief Executive Officer [Member] | Minimum [Member] | ||
Interest rate | 10% |
Financing Obligation (Details N
Financing Obligation (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |
Financing obligation | $ 1,263,000 | $ 1,263,000 | ||
Promissory note - various parties [Member] | Related Party [Member] | ||||
Financing obligation | $ 315,000 | |||
Tokens issued to unrelated parties | $ 122,000 | |||
Unsecured Convertible Notes Payable [Member] | ||||
Promissory note issued to unrelated parties | $ 776,000 | |||
Tokens issued to unrelated parties | $ 50,000 | |||
BST [Member] | ||||
Financing obligation | $ 1,263,000 | $ 1,263,000 | ||
Financing obligation description | as the tokens do not exist, and any amounts received for tokens are not considered equity or revenue, management determined that 100% |
Contingent Payment Obligation (
Contingent Payment Obligation (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 06, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contingent payment obligation | $ 1,500,000 | $ 1,500,000 | |
Litigation funding agreement [Member] | Therium Inc. and VGL Capital, LLC [Member] | |||
Contingent payment obligation | $ 1,500,000 | ||
Gross proceeds | $ 1,500,000 | ||
Contingent obligation, description | the gross proceeds of any claims awarded, 10% of any additional claim proceeds until the Funders have received an additional $7,500,000, and 2.5% of any claim proceeds thereafter |
Debt Settlement Obligation (Det
Debt Settlement Obligation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible note, accrued interest, and accounts payable assumed by debt settlement obligation | $ 0 | $ 198,000 |
Proceeds from issuance of common stock | 5,368,000 | 976,000 |
loss on extinguishment of debt | (112,000) | $ (4,841,000) |
May 13, 2020 [Member] | Continuation Capital, Inc [Member] | ||
Convertible note, accrued interest, and accounts payable assumed by debt settlement obligation | $ 198,000 | |
Common stock shares issued during the period for settlement | 35,967,234 | |
Proceeds from issuance of common stock | $ 459,000 | |
loss on extinguishment of debt | 261,000 | |
May 13, 2020 [Member] | Continuation Capital, Inc [Member] | Convertible Debt [Member] | ||
Convertible note, accrued interest, and accounts payable assumed by debt settlement obligation | 140,000 | |
May 13, 2020 [Member] | Continuation Capital, Inc [Member] | Secured notes payable [Member] | ||
Convertible note, accrued interest, and accounts payable assumed by debt settlement obligation | 29,000 | |
Accounts Payable [Member] | May 13, 2020 [Member] | Continuation Capital, Inc [Member] | ||
Convertible note, accrued interest, and accounts payable assumed by debt settlement obligation | $ 29,000 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Risk-free interest rate | 0.08% | 0.09% |
Expected dividend yield | 0% | 0% |
Expected volatility | 424% | |
Expected life (in years) | 4 months 28 days | |
Fair Value: | ||
Conversion feature | $ 382,000 | $ 163,000 |
Maximum [Member] | ||
Expected volatility | 691% | |
Expected life (in years) | 6 months 25 days | |
Minimum [Member] | ||
Expected volatility | 495% | |
Expected life (in years) | 3 months |
Derivative Financial Instrume_4
Derivative Financial Instruments (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Settlement Obligation (Details Narrative) | ||
Fair value at beginning of period | $ 163,000 | $ 1,516,000 |
Recognition of derivative liabilities upon initial valuation | 0 | 917,000 |
Extinguishment of derivative liabilities | (382,000) | (3,460,000) |
Net change in the fair value of derivative liabilities | 219,000 | 1,190,000 |
Fair value at end of year | $ 0 | $ 163,000 |
Derivative Financial Instrume_5
Derivative Financial Instruments (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Settlement Obligation (Details Narrative) | ||
Net change in the fair value of derivative liabilities | $ 219,000 | $ 1,190,000 |
Derivative liabilities | 382,000 | 163,000 |
Extinguishment of derivative liabilities | $ 382,000 | $ 3,460,000 |
Operating Lease (Details)
Operating Lease (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease Cost | ||
Operating lease cost (included in general and administration in the Company's statement of operations) | $ 56,000 | $ 56,000 |
Other Information | ||
Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2021 and 2020 | $ 55,000 | $ 55,000 |
Weighted average remaining lease term - operating leases (in years) | 3 years 1 month 6 days | 3 years 1 month 6 days |
Average discount rate - operating leases | 10% | 10% |
Operating Lease (Details 1)
Operating Lease (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases | ||
Long-term right-of-use assets | $ 107,000 | $ 157,000 |
Short-term operating lease liabilities | 39,000 | 38,000 |
Long-term operating lease liabilities | 73,000 | $ 125,000 |
Total operating lease liabilities | $ 112,000 |
Operating Lease (Details 2)
Operating Lease (Details 2) | Dec. 31, 2021 USD ($) |
Operating Lease (Details) | |
2022 | $ 58,000 |
2023 | 59,000 |
2024 | 5,000 |
Present value of lease liabilities | 122,000 |
Less: Imputed interest/present value discount | (10,000) |
Present value of lease liabilities | $ 112,000 |
Operating Lease (Details Narrat
Operating Lease (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Lease (Details) | ||
Operating lease payments, monthly | $ 4,000 | |
Lease expenses | $ 56,000 | $ 56,000 |
Operating lease description | payments increasing 3% each year, and ending on January 31, 2024 |
Stockholders Deficit (Details)
Stockholders Deficit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Warrant Shares | ||
Number of warrants Beginning balance | 27,405,475 | 100,574 |
Number of warrants Granted | 55,000,000 | 27,304,901 |
Number of warrants Exercised | $ (13,424,241) | $ 0 |
Number of warrants Outstsnding Ending | 68,981,234 | 27,405,475 |
Number of warrants exercisable Ending | 68,981,234 | |
Exercise price range per share, Granted | $ 0.05 | $ 0.0045 |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price Beginning Balance | 0.011676 | 1.1185 |
Weighted Average Exercise Price, Granted | 0.05 | 0.0045 |
Weighted Average Exercise Price Outstanding Ending Balacce | 0.042114 | 0.011676 |
Weighted Average Exercise Price Exercisable Ending Balacce | 0.042114 | |
Maximum [Member] | ||
Weighted Average Exercise Price | ||
Exercise Price Range Per Share, Beginning balance | 2.90 | 2.90 |
Exercise Price Range Per Share Outstanding Ending | 2.90 | 2.90 |
Exercise Price Range Per Share Exercisable Ending balance | 2.90 | |
Minimum [Member] | ||
Weighted Average Exercise Price | ||
Exercise Price Range Per Share, Beginning balance | 0.0045 | 0.75 |
Exercise Price Range Per Share Outstanding Ending | 0.0045 | $ 0.0045 |
Exercise Price Range Per Share Exercisable Ending balance | $ 0.0045 |
Stockholders Deficit (Details 1
Stockholders Deficit (Details 1) | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Warrant [Member] | |
Average Remaining Contractual Life (in years) | 4 years |
Weighted Average Exercise Price | $ 0.0045 |
Number Outstanding | shares | 13,349,242 |
Range of Exercise Prices | $ 0.0045 |
Warrant One [Member] | |
Average Remaining Contractual Life (in years) | 4 years |
Weighted Average Exercise Price | $ 0.085 |
Number Outstanding | shares | 588,235 |
Range of Exercise Prices | $ 0.085 |
Warrant Two [Member] | |
Average Remaining Contractual Life (in years) | 5 years |
Weighted Average Exercise Price | $ 0.05 |
Number Outstanding | shares | 55,000,000 |
Range of Exercise Prices | $ 0.05 |
Warrant Three [Member] | |
Average Remaining Contractual Life (in years) | 3 years |
Weighted Average Exercise Price | $ 0.75 |
Number Outstanding | shares | 26,515 |
Range of Exercise Prices | $ 0.75 |
Warrant Four [Member] | |
Average Remaining Contractual Life (in years) | 3 years |
Weighted Average Exercise Price | $ 2.90 |
Number Outstanding | shares | 17,241 |
Range of Exercise Prices | $ 2.90 |
Warrant Total [Member] | |
Average Remaining Contractual Life (in years) | 4 years |
Weighted Average Exercise Price | $ 0.042114 |
Number Outstanding | shares | 68,981,234 |
Warrant Total [Member] | Maximum [Member] | |
Range of Exercise Prices | $ 2.90 |
Warrant Total [Member] | Minimum [Member] | |
Range of Exercise Prices | $ 0.0045 |
Stockholders Deficit (Details N
Stockholders Deficit (Details Narrative) - USD ($) | 12 Months Ended | |||
Jan. 10, 2011 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common stock shares authorized | 4,000,000,000 | 4,000,000,000 | ||
Net proceeds from common stock | $ 1,525,000 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, per share | $ 0.10 | $ 0.10 | ||
Preferred stock, shares outstanding | 0 | |||
Note issued | $ 316,000 | |||
Common stock issued | 955,380,225 | 718,263,338 | ||
Common stock issued for service, share | 6,569,000 | |||
Common stock issued for service, value | $ 181,000 | $ 39,000 | ||
Common stock shares issued upon conversion of debt | 88,000 | 459,000 | ||
Preferred stock value | $ 0 | $ 0 | ||
Fair value of convertible note issued | $ 0 | $ 803,000 | ||
Warrants issued to purchase common shares | 638,000 | |||
October, 21 2010 [Member] | ||||
Preferred stock, shares authorized | 10,000,000 | |||
Preferred stock, per share | $ 0.10 | |||
Additional shares of preferred stock | 10,000,000 | |||
Warrant Total [Member] | ||||
Number of Warrants exercised | 90,908 | 90,908 | ||
Warrant exercised, share | 13,333,333 | |||
Common stock issued upon warrant exercised | 12,349,726 | |||
Common stock issued | 45,150,500 | |||
Fair value of common stock issued | $ 6,569,000 | |||
Intrinsic value of warrants | 473,000 | $ 0 | ||
Warrant Total [Member] | January and July 2020 [Member] | Convertible Notes Payable One [Member] | ||||
Note issued | 60,000 | |||
Fair value of convertible note issued | 100,000 | |||
Conversion price | $ 0.0045 | |||
Exercise price | $ 0.75 | |||
Debt instrument, debt discount | $ 118,000 | |||
Maturity date | 5 years | |||
Warrants issued to purchase common shares | 27,304,901 | |||
Series A Preferred Shares [Member] | ||||
Preferred stock, shares designated | 100 | |||
Aggregate amount | $ 987,000 | |||
Preferred stock value | $ 329,000 | $ 987,000 | $ 987,000 | |
Series B Preferred Shares [Member] | ||||
Preferred stock, shares outstanding | 36,667 | |||
Preferred stock, shares designated | 100,000,000 | |||
Aggregate amount | $ 987,000 | |||
Preferred stock value | $ 329,000 | $ 4,000 | $ 4,000 | |
Preferred stock, descriptions | such liquidation rights to be paid from the assets of the Company not delegated to parties with greater priority at $1.00 per share or, in the event an aggregate subscription by a single subscriber of the Series B Preferred Stock is greater than $100,000,000, $0.997 per share | such liquidation rights to be paid from the assets of the Company not delegated to parties with greater priority at $1.00 per share or, in the event an aggregate subscription by a single subscriber of the Series B Preferred Stock is greater than $100,000,000, $0.997 per share | ||
Initial price of preferred stock | $ 2.50 | |||
Common Class Shares [Member] | November 2020 [Member] | ||||
Common stock shares authorized | 4,000,000,000 | |||
Net proceeds from common stock | $ 976,000 | |||
Common stock issued | 139,661,006 | 712,431,992 | ||
Fair value of common stock issued for services, Value | $ 39,000 | |||
Shares issued for cash | 119,666,450 | |||
Shares issued for cash value | $ 5,368,000 | |||
Warrants issued to purchase common stock | 55 | |||
Warrants issued to purchase common stock exercisable price | $ 0.05 | |||
Warrants issued to purchase common stock expiration period | five years | |||
Common stock issued for service, share | 3,365,138 | |||
Common stock issued for service, value | $ 176,000 | |||
Stock issued for business purchase, shares | 500,000 | |||
Stock issued for business purchase, value | $ 36,000 | |||
Common stock issued upon conversion of convertible notes payable and accrued interest, share | 16,168,589 | |||
Common stock issued upon conversion of convertible notes payable and accrued interest, value | $ 1,035,000 | |||
Common stock issued for debt settlement, share | 460,829 | |||
Common stock issued for debt settlement, value | $ 88,000 | |||
Sale of common stock shares | 436,337,203 | |||
Fair value of common stock issued for services, Shares | 6,378,671 | |||
Common stock shares issued upon conversion of debt | 233,748,884 | |||
Common stock shares issued upon debt settlement | 35,967,234 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock options | ||
Number of Options Shares, Beginning balance | 58,133,001 | 633,001 |
Number of Options Shares, Granted | 67,500,000 | 57,500,000 |
Number of Options Shares, Exercised | (42,500,000) | 0 |
Number of Options Shares Outstanding Ending | 83,133,001 | |
Number of Options Shares exercisable Ending | 20,236,826 | |
Exercise price range per share, Granted | $ 0.05 | $ 0.0045 |
Number of warrants Ending balance | $ 83,133,001 | $ 58,133,001 |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price Beginning Balance | $ 0.011676 | $ 1.1185 |
Weighted Average Exercise Price, Granted | 0.0104 | 0.0005 |
Weighted Average Exercise Price Outstanding Ending Balacce | 0.042114 | 0.011676 |
Weighted Average Exercise Price Exercisable Ending Balacce | 0.0274 | 0.03704 |
Maximum [Member] | ||
Weighted Average Exercise Price | ||
Exercise Price Range Per Share, Beginning balance | 2.90 | 2.90 |
Exercise Price Range Per Share ,Granted | 2.90 | 2.90 |
Exercise Price Range Per Share Exercisable Ending balance | 2.90 | |
Minimum [Member] | ||
Weighted Average Exercise Price | ||
Exercise Price Range Per Share, Beginning balance | 0.0045 | 0.75 |
Exercise Price Range Per Share ,Granted | 0.0045 | $ 0.0045 |
Exercise Price Range Per Share Exercisable Ending balance | $ 0.0045 |
Stock Options (Details 1)
Stock Options (Details 1) | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Option Exercisable [Member] | |
Weighted average exercise price | $ / shares | $ 0.0274 |
Weighted average remaining contractual life (years) | 6 years 9 months 18 days |
Number of warrants exercisable | shares | 20,236,826 |
Option Exercisable [Member] | Exercise Prices [Member] | |
Weighted average exercise price | $ / shares | $ 1,121,250,000 |
Weighted average remaining contractual life (years) | 1 year |
Number of warrants exercisable | shares | 1 |
Option Exercisable [Member] | Exercise Prices Two [Member] | |
Weighted average exercise price | $ / shares | $ 3.125 |
Weighted average remaining contractual life (years) | 5 years |
Number of warrants exercisable | shares | 392,000 |
Option Exercisable [Member] | Exercise Prices Three [Member] | |
Weighted average exercise price | $ / shares | $ 2.05 |
Weighted average remaining contractual life (years) | 8 years |
Number of warrants exercisable | shares | 115,000 |
Option Exercisable [Member] | Exercise Prices Four [Member] | |
Weighted average exercise price | $ / shares | $ 0.0375 |
Weighted average remaining contractual life (years) | 10 years |
Number of warrants exercisable | shares | 3,551,913 |
Option Exercisable [Member] | Exercise Prices One [Member] | |
Weighted average remaining contractual life (years) | 6 years |
Number of warrants exercisable | shares | 126,000 |
Weighted average exercise price | $ / shares | $ 2.85 |
Options Outstanding [Member] | |
Weighted average remaining contractual life (years) | 6 years 9 months 18 days |
Number of warrants outstanding | shares | 83,133,001 |
Weighted average exercise price | $ / shares | $ 0.03704 |
Options Outstanding [Member] | Exercise Prices Five [Member] | |
Weighted average exercise price | $ / shares | $ 0.005 |
Weighted average remaining contractual life (years) | 10 years |
Number of warrants exercisable | shares | 17,500,000 |
Options Outstanding [Member] | Exercise Prices [Member] | |
Weighted average exercise price | $ / shares | $ 1,121,250,000 |
Weighted average remaining contractual life (years) | 2 years |
Number of warrants outstanding | shares | 1 |
Options Outstanding [Member] | Exercise Prices Two [Member] | |
Weighted average remaining contractual life (years) | 6 years |
Number of warrants outstanding | shares | 392,000 |
Weighted average exercise price | $ / shares | $ 3.125 |
Options Outstanding [Member] | Exercise Prices Three [Member] | |
Weighted average remaining contractual life (years) | 9 years |
Number of warrants outstanding | shares | 115,000 |
Weighted average exercise price | $ / shares | $ 2.05 |
Options Outstanding [Member] | Exercise Prices Four [Member] | |
Weighted average exercise price | $ / shares | $ 0.0375 |
Weighted average remaining contractual life (years) | 10 years |
Number of warrants outstanding | shares | 65,000,000 |
Options Outstanding [Member] | Exercise Prices One [Member] | |
Weighted average remaining contractual life (years) | 7 years |
Number of warrants outstanding | shares | 126,000 |
Weighted average exercise price | $ / shares | $ 2.85 |
Option Exercisable [Member] | Exercise Prices Five [Member] | |
Weighted average remaining contractual life (years) | 10 years |
Number of warrants outstanding | shares | 16,051,912 |
Weighted average exercise price | $ / shares | $ 0.005 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2017 | |
Option shares | 65,000,000 | ||
Exercise price | $ 0.0375 | ||
Share based compensation | $ 6,757,000 | $ 506,000 | |
Unamortized stock compensation | $ 5,032,000 | $ 3,600,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 400,000,000 | 100,000,000 | |
Total fair value | $ 2,657,000 | ||
Options, Grants in Period | 67,500,000 | 57,500,000 | |
Options, exercised during period | 42,500,000 | 0 | |
Stock Option [Member] | |||
Option shares | 2,500,000 | ||
Exercise price | $ 0.005 | $ 0.005 | |
Total fair value | $ 5,400,000 | $ 3,853,000 | |
Stock compensation expense, Additional | $ 2,712,000 | ||
Common stock, shares issued upon cashless exercise of options | 39,955,655 | ||
Options, Grants in Period | 67,500,000 | 57,500,000 | |
Discount rate | 1.46% | 0.95% | |
Volatility rate | 137% | 604% | |
Options, exercised during period | 42,500,000 | ||
Options outstanding, estimated life | 10 years | 10 years | |
Stock Option [Member] | February 2021 [Member] | |||
Share based compensation | $ 3,675,000 | ||
Options outstanding, estimated life | 10 years | ||
Stock option granted | 12,250,000 | ||
Intrinsic value of warrants | $ 3,225,000 | $ 0 |
Income Tax Provision (Details)
Income Tax Provision (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Provision | ||
Federal statutory income tax rate | 21% | 21% |
State tax, net of federal benefit | 7% | 5% |
Change in valuation allowance on net operating loss carry-forwards | (28.00%) | (26.00%) |
Effective income tax rate | 0% | 0% |
Income Tax Provision (Details 1
Income Tax Provision (Details 1) - Income Tax Provision [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Stock-based compensation | $ 2,698,000 | $ 702,000 |
Private placement costs | 394,000 | 366,000 |
Operating lease liability | 31,000 | 42,000 |
Loss on extinguishment of debt | 1,858,000 | 1,697,000 |
Net operating loss carryforwards | 6,494,000 | 5,946,000 |
Gross deferred tax assets | 11,475,000 | 8,753,000 |
Less valuation allowance | $ (11,475,000) | $ (8,753,000) |
Income Tax Provision (Details N
Income Tax Provision (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal [Member] | ||
Net operating loss carry-forwards | $ 23 | $ 21.4 |
Carryforwards expiry year | 2040 | |
State [Member] | ||
Net operating loss carry-forwards | $ 9.8 | $ 12.5 |
Carryforwards expiry year | 2040 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 USD ($) shares | |
Subsequent Events | |
Common stock shares issued for services, shares | shares | 134,853 |
Common stock shares issued for services, amount | $ | $ 6,000 |