Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-256224 | |
Entity Registrant Name | GZ6G Technologies Corp. | |
Entity Central Index Key | 0001286648 | |
Entity Tax Identification Number | 20-0452700 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 8925 West Post Road | |
Entity Address, Address Line Two | Suite 102 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89148 | |
City Area Code | (949) | |
Local Phone Number | 872-1965 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,844,639 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 118,291 | $ 180,544 |
Accounts receivable, net | 2,000 | 2,000 |
Prepaid expenses | 6,760 | 11,267 |
Subscription receivable | 150,000 | |
Other current assets | 15,949 | 5,513 |
Total current assets | 143,000 | 349,324 |
Property and equipment, net | 160,361 | 8,602 |
Right to use assets | 123,818 | |
TOTAL ASSETS | 427,179 | 357,926 |
Current liabilities | ||
Accounts payable and accrued expenses | 281,763 | 234,773 |
Related party payables | 149,477 | 110 |
Deferred revenue | 155,000 | 287,000 |
Debt, current portion | 49,218 | 3,768 |
Debt, related party | 1,065,725 | 1,217,579 |
Convertible notes, net of debt discount | 5,326,017 | 52,740 |
Current portion, lease liability | 105,523 | |
Total current liabilities | 7,132,723 | 1,795,970 |
Lease liability, net of current portion | 18,815 | |
Long term debt, net of current portion | 44,000 | 89,450 |
Total liabilities | 7,195,538 | 1,885,420 |
Stockholders’ deficit | ||
Common stock, $0.001 par, 500,000,000 shares authorized, 22,793,357 and 12,793,357 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 22,793 | 12,793 |
Additional paid-in capital | 5,038,167 | 5,180,816 |
Accumulated deficit | (11,235,555) | (6,060,923) |
Total GZ6G Technologies Corp stockholders’ deficit | (6,154,595) | (847,314) |
Non-controlling interest | (613,764) | (680,180) |
Total stockholders’ deficit | (6,768,359) | (1,527,494) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 427,179 | 357,926 |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred Stock | 20,000 | 20,000 |
Total stockholders’ deficit | 20,000 | 20,000 |
Series B Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred Stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 22,793,357 | 12,793,357 |
Common Stock, shares outstanding | 22,793,357 | 12,793,357 |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.004 | $ 0.004 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
NET REVENUES | $ 132,000 | $ 41 | $ 132,000 | $ 8,833 |
OPERATING EXPENSES | ||||
Cost of revenue | 32,722 | 32,722 | 69,198 | |
Research and development expenses | 2,600 | 2,600 | 7,800 | 7,800 |
Depreciation | 17,752 | 487 | 19,941 | 1,461 |
General and administrative | 293,318 | 34,234 | 545,330 | 131,177 |
General and administrative, related parties | 90,000 | 60,000 | 240,000 | 180,000 |
Professional fees | 18,759 | 10,626 | 74,015 | 30,125 |
Total operating expenses | 455,151 | 107,947 | 919,808 | 419,761 |
(Loss) from operations | (323,151) | (107,906) | (787,808) | (410,928) |
Other income (expense) | ||||
Interest expense | (2,522,952) | (750,913) | (4,453,057) | (811,635) |
Loss on extinguishment of debt | (271,448) | (271,448) | ||
Change in fair value of derivative liability | 54,084 | (28,845) | ||
Total other income (expense) | (2,522,952) | (968,277) | (4,453,057) | (1,111,928) |
Net income (loss) | (2,846,103) | (1,076,183) | (5,240,865) | (1,522,856) |
Less: net income (loss) attributable to Non-controlling interest | 13,841 | (33,730) | (66,233) | (132,435) |
Net income (loss) attributable to GZ6G Technologies Corp. | $ (2,859,944) | $ (1,042,453) | $ (5,174,632) | $ (1,390,421) |
Basic and diluted net loss per common share | $ (0.13) | $ (0.22) | $ (0.27) | $ (0.29) |
Weighted average shares, basic and diluted | 22,793,357 | 4,799,111 | 19,203,614 | 4,799,111 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 20,000 | $ 4,799 | $ 273,656 | $ (1,310,979) | $ (505,284) | $ (1,517,808) |
Beginning Balance, shares at Dec. 31, 2019 | 5,000,000 | 4,799,111 | ||||
Net income (loss) | (230,630) | (67,146) | (297,776) | |||
Ending balance, value at Mar. 31, 2020 | $ 20,000 | $ 4,799 | 284,240 | (1,541,609) | (572,430) | (1,805,000) |
Ending Balance, shares at Mar. 31, 2020 | 5,000,000 | 4,799,111 | ||||
Derivative liability reclassified upon debt paid | 10,584 | 10,584 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 20,000 | $ 4,799 | 273,656 | (1,310,979) | (505,284) | (1,517,808) |
Beginning Balance, shares at Dec. 31, 2019 | 5,000,000 | 4,799,111 | ||||
Net income (loss) | (1,522,856) | |||||
Ending balance, value at Sep. 30, 2020 | $ 20,000 | $ 4,799 | 284,240 | (2,701,400) | (637,719) | (3,030,080) |
Ending Balance, shares at Sep. 30, 2020 | 5,000,000 | 4,799,111 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 20,000 | $ 4,799 | 284,240 | (1,541,609) | (572,430) | (1,805,000) |
Beginning Balance, shares at Mar. 31, 2020 | 5,000,000 | 4,799,111 | ||||
Net income (loss) | (117,338) | (31,559) | (148,897) | |||
Ending balance, value at Jun. 30, 2020 | $ 20,000 | $ 4,799 | 284,240 | (1,658,947) | (603,989) | (1,953,897) |
Ending Balance, shares at Jun. 30, 2020 | 5,000,000 | 4,799,111 | ||||
Net income (loss) | (1,042,453) | (33,730) | (1,076,183) | |||
Ending balance, value at Sep. 30, 2020 | $ 20,000 | $ 4,799 | 284,240 | (2,701,400) | (637,719) | (3,030,080) |
Ending Balance, shares at Sep. 30, 2020 | 5,000,000 | 4,799,111 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 20,000 | $ 12,793 | 5,180,816 | (6,060,923) | (680,180) | (1,527,494) |
Beginning Balance, shares at Dec. 31, 2020 | 5,000,000 | 12,793,357 | ||||
Net income (loss) | (436,026) | (42,019) | (478,045) | |||
Ending balance, value at Mar. 31, 2021 | $ 20,000 | $ 12,793 | 5,180,816 | (6,496,949) | (722,199) | (2,005,539) |
Ending Balance, shares at Mar. 31, 2021 | 5,000,000 | 12,793,357 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 20,000 | $ 12,793 | 5,180,816 | (6,060,923) | (680,180) | (1,527,494) |
Beginning Balance, shares at Dec. 31, 2020 | 5,000,000 | 12,793,357 | ||||
Net income (loss) | (1,878,662) | (38,055) | (1,916,717) | |||
Ending balance, value at Jun. 30, 2021 | $ 20,000 | $ 22,793 | 5,038,167 | (8,375,611) | (627,605) | (3,922,256) |
Ending Balance, shares at Jun. 30, 2021 | 5,000,000 | 22,793,357 | ||||
Shares issued to acquire additional interest in subsidiary | $ 10,000 | (142,649) | 132,649 | |||
Beginning balance, value at Dec. 31, 2020 | $ 20,000 | $ 12,793 | 5,180,816 | (6,060,923) | (680,180) | (1,527,494) |
Beginning Balance, shares at Dec. 31, 2020 | 5,000,000 | 12,793,357 | ||||
Net income (loss) | (5,240,865) | |||||
Ending balance, value at Sep. 30, 2021 | $ 20,000 | $ 22,793 | 5,038,167 | (11,235,555) | (613,764) | (6,768,359) |
Ending Balance, shares at Sep. 30, 2021 | 5,000,000 | 22,793,357 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 20,000 | $ 12,793 | 5,180,816 | (6,496,949) | (722,199) | (2,005,539) |
Beginning Balance, shares at Mar. 31, 2021 | 5,000,000 | 12,793,357 | ||||
Ending balance, value at Jun. 30, 2021 | $ 20,000 | $ 22,793 | 5,038,167 | (8,375,611) | (627,605) | (3,922,256) |
Ending Balance, shares at Jun. 30, 2021 | 5,000,000 | 22,793,357 | ||||
Shares issued to acquire additional interest in subsidiary, shares | 10,000,000 | |||||
Net income (loss) | (2,859,944) | 13,841 | (2,846,103) | |||
Ending balance, value at Sep. 30, 2021 | $ 20,000 | $ 22,793 | $ 5,038,167 | $ (11,235,555) | $ (613,764) | $ (6,768,359) |
Ending Balance, shares at Sep. 30, 2021 | 5,000,000 | 22,793,357 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (5,240,865) | $ (1,522,856) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount and issuance cost | 4,373,277 | 804,004 |
Fair value adjustments to derivative liability | 28,845 | |
Loss upon extinguish of debt | 271,448 | |
Amortization of right of use assets | 520 | |
Fixed assets reclassify to advertising expense | 4,990 | |
Depreciation | 19,941 | 1,461 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses | 4,507 | 7,800 |
(Increase) decrease in other current assets | (10,436) | 7,398 |
Increase in accounts payable | 46,990 | 57,621 |
Increase in related party payables | 149,367 | 153,324 |
Increase (decrease) in customer deposits | (132,000) | 65,000 |
Net cash provided by (used in) operating activities | (783,709) | (125,955) |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (176,690) | |
Net cash used in investing activities | (176,690) | |
Cash flows from financing activities: | ||
Proceeds from debt, related party | 17,882 | |
(Repayment) of debt, related party | (151,854) | |
Proceeds from debt | 89,450 | |
Proceeds from convertible notes | 900,000 | |
Proceeds from subscription receivable | 150,000 | |
Repayment of convertible notes | (8,607) | |
Net cash provided by financing activities | 898,146 | 98,725 |
Net increase (decrease) in cash | (62,253) | (27,230) |
Cash-beginning of period | 180,544 | 30,359 |
Cash-end of period | 118,291 | 3,129 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | 1,393 | |
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Stock-settled debt liability | 9,710,674 | 1,204,000 |
Initial measurement of right to use assets and lease liability | $ 157,462 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS GZ6G Technologies Corp. (formerly Green Zebra International Corp.) (the “Company” or “GZ6G”) is a complete enterprise smart solutions provider for large venues and cities. Focused on acquiring smart city solutions, developing innovative products, and overseeing smart cities and smart venues, GZ6G also assists in modernizing clients with innovative wireless IoT technology for the emerging 5G and Wi-Fi 6 marketplaces. Target markets include stadiums, airports, universities, and smart city projects. The Company is organized under the laws of the State of Nevada and has offices in California and Nevada. In November 2018, the Company changed its name from NanoSensors, Inc. to Green Zebra International Corp. following a merger with Green Zebra Media Corp., a Delaware corporation, under common control. The Board of Directors approved a name change and a reverse stock split of the Company’s issued and outstanding common shares at a ratio of 200 to 1 on December 18, 2019. The accompanying financial statements, and all share and per share information contained herein has been retroactively restated to reflect the reverse stock split. On December 20, 2019, the Company changed its name from Green Zebra International Corp. to GZ6G Technologies Corp. On August 6, 2021 Mr. William Ray Procniak and Mr. Brian Scott Hale were appointed to the Company’s board of directors and concurrently the Company formed an audit committee, which each of Mr. Hale and Mr. Procniak joined, serving as independent board members. Concurrently the Company completed an application for an uplist to the OTCQB and submitted the required disclosure through OTCMarkets. The Company was approved for trading on the OTCQB Venture Market on October 25, 2021. Going Concern These unaudited consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2021, the Company had a working capital deficit of $ 6,989,723 118,000 11,235,555 450,000 25,000 1,000,000 600,000 5,000,000 The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. GZ6G TECHNOLOGIES CORP. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS Covid-19 Pandemic (continued) Covid-19 Pandemic 6,000 90,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIE | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIE | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIE Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Consolidation These condensed consolidated financial statements include the accounts of GZ6G Technology Corp. and its 60% Use of Estimates The preparation of these consolidated financial statements in conformity with United States 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. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. Property and Equipment Property and equipment are recorded at cost. Depreciation on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets. GZ6G TECHNOLOGIES CORP. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. The core principle of this standard is that a company should record revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Further under ASC 606, the Company recognizes revenue from licensing agreements and service-based contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. We earn revenue from both digital marketing and the sale of WiFi and communication solutions to customers around the world. Revenue is earned from sales of our WiFi media platform and our WiFi monetization hardware (GZ Media hub) embedded with GZ software to create monetization and communication solutions for our customers. Our sales can consist of any one or a combination of items required by our customer including hardware, technology platforms and related support. We also enter into licensing contracts which provide for revenue based on licensing fees and revenue sharing with our licensees. As we expand, we expect a large portion of our revenue from our digital communication solutions to be derived from service-based contracts where we expect to recognize a significant portion of our contracts over time, as there is a continuous delivery of services to the customer over the contractual period of performance. These contracts may or may not include fixed payments for services over time and/or commission-based fees. Direct costs are expected to include materials, labor and overhead to be charged to work-in-progress (including our contracts-in-progress) inventory or cost of sales. Indirect costs relating to long-term contracts, are expected to include expenses such as general and administrative charges, and other costs will be charged to expense as incurred and will not be included in our work-in-process (including our contracts-in-progress) inventory or cost of sales. Total estimates are expected to be reviewed and revised periodically throughout the lives of the contracts, and adjustments to profits resulting from such revisions are made cumulative to the date of the change. Estimated losses on long-term contracts are recorded in the period in which the losses become evident. If we do not accurately estimate the total sales, related costs and progress towards completion on our long-term contracts, the estimated gross margins may be significantly impacted, or losses may need to be recognized in future periods. Any such resulting changes in margins or contract losses could be material to our results of operations and financial condition. In addition, certain of our contracts will include termination for convenience or non-performance clauses that provide the customer with the right to terminate the contract. Such terminations could impact the assumptions regarding total contract revenues and expenses utilized in recognizing profit under those contracts where we apply the percentage-of-completion method of accounting. Changes to these assumptions could materially impact our results of operations and financial condition. As we fully implement our business model, our inability to perform on our long-term contracts could materially impact our results of operations and financial condition. Research and Development Costs We charge research and development costs to operations as incurred in accordance with ASC 730-Research and Development, except in those cases in which such costs are reimbursable under customer funded contracts. These amounts are not reflected in the reported research and development expenses in each of the respective periods but are included in net sales with the related costs included in cost of sales in each of the respective periods. During each of the nine months ended September 30, 2021 and 2020 we expended $ 7,800 GZ6G TECHNOLOGIES CORP. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Stock-Based Compensation We account for stock-based transactions in which the Company receives services from employees, non-employees, directors or others in exchange for equity instruments based on the fair value of the award at the grant date in accordance with ASC 718 – Compensation-Stock Compensation. Stock-based compensation cost for stock options or warrants is estimated at the grant date based on each instrument’s fair value as calculated by the Black-Scholes option pricing model. We recognize stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period for the award. Debt Issue Costs The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as interest expense. Original Issue Discount If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Stock Settled Debt In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of September 30, 2021, and December 31, 2020, the Company had recorded within Convertible Notes, net of discount, the amount of $ 9,874,778 164,104 Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02 – Topic 842 Leases. The Company has elected to apply the short-term scope exception for leases with terms of 12 months or less at the inception of the lease and will continue to recognize rent expense on a straight-line basis. GZ6G TECHNOLOGIES CORP. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. Income Taxes The Company has adopted ASC Topic 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Basic and Diluted Net Income (Loss) Per Share In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon convertible notes, classes of shares with conversion features. The computation of basic loss per share for the nine months ended September 30, 2021 and 2020 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, stock options and preferred shares, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted. GZ6G TECHNOLOGIES CORP. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Basic and Diluted Net Income (Loss) Per Share (continued) The table below reflects the potentially dilutive securities at each reporting period which have been excluded from the computation of diluted net loss per share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share September 30, September 30, Convertible Notes 4,871,812 1,283,184 Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred) 50,000,000 50,000,000 Total 54,871,812 51,283,184 Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 to simplify the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3: PROPERTY AND EQUIPMENT Property and equipment, net September 30, December 31, Office equipment $ 116,600 $ 23,618 Leaseholder improvement 33,038 - Software 45,680 - Less: accumulated depreciation and amortization (34,957 ) (15,016 ) Total property and equipment, net $ 160,361 $ 8,602 Depreciation expense amounted to $ 17,752 487 Depreciation expense amounted to $ 19,941 1,461 During the nine months ended September 30, 2021, the Company reclassified certain assets in the amount of $ 4,990 |
PREPAID EXPENSES
PREPAID EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses | |
PREPAID EXPENSES | NOTE 4: PREPAID EXPENSES Prepaid expenses at September 30, 2021 and December 31, 2020 consist of the following: Schedule of Prepaid Expenses September 30, December 31, Reseller agreement $ 3,467 $ 11,267 Other expenses 3,293 - Prepaid expense $ 6,760 $ 11,267 On January 31, 2017, GZMC entered into a white label reseller agreement with Purple Wifi Limited, a company based in the UK that provides a hosted software solution as a Wifi hotspot platform for use on a company’s Wifi hardware and also provides customer analytics services and marketing opportunities along with ancillary support services. The reseller agreement had an initial term of three years, and was subsequently amended to reflect a five (5) year term. Under the terms of the agreement GZMC was required to pay a fee of $ 52,000 6,450 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 5: OTHER CURRENT ASSETS Other current assets consist of the following at September 30, 2021 and December 31, 2020: Schedule of Other Current Assets September 30, December 31, Security deposits $ 14,691 $ 4,255 Other deposits and receivables 1,258 1,258 Other assets $ 15,949 $ 5,513 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 6: DEBT SBA On May 19, 2020, the Company received a long-term loan from U.S. Small Business Administration (SBA) in the amount of $ 44,000 Payment 215 Interest 3.75 Payment terms: As at September 30, 2021, the Company had accrued interest payable of $ 2,256 1,022 GZ6G TECHNOLOGIES CORP. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 NOTE 6: DEBT (Continued) PPP funds The Paycheck Protection Program (“PPP”) is a loan designed to provide a direct incentive for small businesses to keep their workers on the payroll. SBA will forgive loans if all employee retention criteria are met, and the funds are used for eligible expenses. The loan may be forgiven in full if the funds are used for payroll costs, interest on mortgages, rent, and utilities (with at least 60 ● An interest rate of 1 ● Loans issued prior to June 5, 2020 have a maturity of 2 5 ● Loan payments are deferred for six months; ● No collateral or personal guarantees are required; and, ● Neither the government nor lenders will charge small businesses any fees. On May 14, 2020, the Company received PPP proceeds of $ 45,450 As of September 30, 2021, the Company had accrued total interest payable of $ 625 288 A schedule of the total long-term debt is below: September 30, December 31, SBA Loan $ 44,000 $ 44,000 PPP Loan 45,450 45,450 Total 89,450 89,450 Current portion (45,450 ) - Debt, long term $ 44,000 $ 89,450 Interest accrued, reflected as accounts payable $ 2,880 $ 1,310 GZ6G TECHNOLOGIES CORP. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 NOTE 6: DEBT (Continued) Loan Treaty Agreement On December 21, 2020, the Company entered into a Loan Treaty Agreement with a third party (“Treaty Agreement”) whereby the lender agreed to provide a loan in the amount of up to $ 450,000 25,000 100,000 8 25,000 the Company may be converted into common shares at a 25% discount to the market price at the close of business on November 23, 2020 ($0.26 x 75% = $0.195); or $0.195 per share. Each $25,000 may be converted at the one-year anniversary of the date of the weekly deposit, unless the Company becomes a fully reporting company, at which time the holder may convert such debt to common shares in six months, or if the underlying shares are registered, conversion may occur upon Notice of Effect from the Securities and Exchange Commission. On April 1, 2021, the Company entered into an amendment to the Treaty Agreement. Under the terms of the amendment the lender has agreed to fund an additional $1 million dollars over 90 business days in equal weekly tranches of $55,556. Each tranche may be converted under the same terms as the original loan treaty, or $0.195 per share, commencing the one-year anniversary of the date of the weekly deposit, unless the Company becomes a fully reporting company, at which time the holder may convert such debt to common shares in six months, or if the underlying shares are registered, conversion may occur upon Notice of Effect from the Securities and Exchange Commission. On April 21, 2021, the Company entered into a further amendment agreement whereby the payment schedule as amended is as follows: April 23, 2021 - $ 250,000 250,000 250,000 250,000 During the fiscal year ended December 31, 2020, the Company received weekly tranche deposits for an aggregate of $ 50,000 164,104 During the nine months ended September 30, 2021, the Company received weekly tranche deposits for an aggregate of $ 900,000 9,710,674 The carrying value of tranches is as follows: Schedule of Debt September 30, December 31, Principal issued $ 950,000 $ 50,000 Stock-settled liability 9,874,778 164,104 Deferred finance Costs 10,824,778 214,104 Unamortized debt discount (5,498,761 ) (161,364 ) Debt carrying value $ 5,326,017 $ 52,740 The interest expenses of traches are as follows: Summary of Interest Expenses of Traches Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Interest expense on notes $ 19,157 $ $ 35,551 $ Amortization of debt discount 2,488,984 - 4,373,277 - Total: $ 2,508,141 $ - $ 4,408,828 $ - GZ6G TECHNOLOGIES CORP. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 NOTE 6: DEBT (Continued) Loan Treaty Agreement (continued) The accrued interest payable is as follows: Summary of Accrued Interest Payable Balance, December 31, 2020 $ 66 Interest expense on the convertible notes 35,551 Balance, September 30, 2021 $ 35,617 Other Short-term loans On January 5, 2018, GZMC entered into a loan agreement with National Funding Inc. whereby the Company acquired funding in the amount of $ 20,625 412 26,400 150 3,768 |
CUSTOMER DEPOSITS, CONTRACT REC
CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Customer Deposits Contract Receivables And Contract Liabilities | |
CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES | NOTE 7: CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES The Company generates revenue from contracts which, among other services, provide wireless and digital promotion rights for certain events including WiFi media network advertising rights, and the development of smart venue wireless networks and software engagement technology products for airports, stadiums, campuses, cities and other venues in the United States and International markets. In general, our contracts require several months of implementation which is charged at a fixed rate, followed by monthly maintenance and management services, ad hoc fixed rate services, and a share in advertising revenue, when applicable. As a result, the Company will accept deposits from customers, which deposits are applied as each stage of our implementation is complete or under the terms of the service contract. Invoices issued to customers for the implementation phase of our contracts are due and payable when issued, however, as the associated scope of services have not yet been concluded, these invoices do not yet meet the revenue recognition criteria required to report these amounts as earned revenue (ref: Note 2 – Revenue Recognition). As a result, deposits when received from customers are included as liabilities on our balance sheets. The following table provides balances of customer receivables and contract liabilities as of September 30, 2021 and December 31, 2020: Schedule of Contract With Customer Assets and Liability September 30, December 31, Customer receivables (1) $ - $ - Contract liabilities (Customer deposits) (2), (a), (b), (c) $ 155,000 $ 287,000 (1) While the Company has outstanding customer invoices for a total of $ 1,395,000 1,460,000 155,000 287,000 Contract liabilities are consideration we have received from our customers billed in advance of providing goods or services promised in the future or for work in progress. We defer recognizing this consideration as revenue until we have satisfied the related performance obligation to the customer. Contract liabilities include installation and maintenance charges that are deferred and recognized when the installation is complete or with respect to deposits for maintenance, over the actual or expected contract term, which typically ranges from one to five years depending on the service. Contract liabilities may be included as customer deposits or deferred revenue in our consolidated balance sheets, based on the specifics of the contract. As of September 30, 2021 and December 31, 2020, we have recognized $132,000 in revenue from customer deposits on hand. The Company and certain customers are currently in negotiations to determine the best way to proceed with the delayed implementation of certain prior period contracts for which we have received deposits but have not completed the scope of work. GZ6G TECHNOLOGIES CORP. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 NOTE 7: CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Continued) Performance Obligations As of September 30, 2021, our estimated revenue expected to be recognized in the future related to performance obligations associated with certain customer contracts that have been invoiced but remain unsatisfied (or partially satisfied) is approximately $ 1,550,000 30 (a) We executed a license agreement for the country of Spain in fiscal 2016 and the Company received an initial deposit of $ 25,000 (b) On July 11, 2019, GZMC entered into an Airport WiFi Sponsorship Marketing Agreement with a third party whereunder GZMC will secure long-term, exclusive and non-exclusive smart venues for WiFi marketing, digital marketing and data analytics for various brand sponsors at various airports across the United States. There were several venues anticipated under the terms of the agreement with installations commencing on various schedules. GZMC generated invoices for $ 100,000 65,000 35,000 130,000 (c) On October 6, 2020, the Company received a purchase order in the amount of $132,000 in regard to a Media Agreement. As the installation had not yet been fully performed under the purchase order as of December 31, 2020, $132,000 was reflected as Deferred Revenue on the balance sheet. During the three months ended September 30, 2021, the Company completed the terms of the purchase order and as a result $ 132,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8: RELATED PARTY TRANSACTIONS Terrence Flowers On December 31, 2019, a total of $ 11,110 11,000 110 110 Coleman Smith and ELOC Holdings Corp. On July 9, 2018, Mr. William Coleman Smith was appointed to the Board of Directors of the Company and as President, Secretary and Treasurer of the Company. Subsequently, on July 10, 2018, the Company executed a consulting agreement with ELOC Holdings Corp. whereby ELOC will provide the services of Mr. Smith for a fee of $ 10,000 On April 29, 2014, our controlled subsidiary, GZMC, entered into a management and consulting agreement with Mr. Smith, the sole officer and director of GZMC whereunder GZMC was required to pay an annual salary of $ 120,000 GZ6G TECHNOLOGIES CORP. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 NOTE 8: RELATED PARTY TRANSACTIONS (Continued) Coleman Smith and ELOC Holdings Corp. (continued) During the year ended December 31, 2020, Mr. Smith and ELOC Holdings Corp made short term loans with interest at 1.5% per month to the Company to pay various expenses. As of December 31, 2020, Mr. Smith, ELOC Holdings Corp. and the Company agreed to retroactively allocate interest in the amount of 5% per annum to loans, advances, wages and management fees payable by each of GZMC and the Company from January 1, 2020 forward. The parties entered into a single consolidated promissory note for all amounts payable to each of ELOC and Smith, with a principal amount of $ 1,217,579 The Company recorded associated interest expenses of $ 13,908 200 42,282 427 During the nine months ended September 30, 2021, the Company paid a total of $ 151,854 The following amounts were included in debt to related party on our Balance Sheets: Schedule of Related Party Transactions Balance at December 31, 2020, Debt, related party $ 1,217,579 Payments on loan (151,854 ) Balance at September 30, 2021, Debt, related party. $ 1,065,725 During the three months ended September 30, 2021, the Company accrued $ 30,000 The following amounts were included in related party payables on our Balance Sheets: Schedule of Related Party Payables Transactions September 30, December 31, Coleman Smith, President $ 17,085 $ - Interest payable 42,282 ELOC Holdings Corp. 90,000 - Terrence Flowers 110 110 $ 149,477 $ 110 Securities Purchase Agreement – William Coleman Smith On April 8, 2021, the Company and William Coleman Smith, officer and director entered into a securities purchase agreement whereunder Mr. Smith sold an additional 9% interest in GZMC to the Company for consideration of 10 million unregistered, restricted shares of common stock. On the conclusion of the transaction, the Company controlled 60% of GZMC. GZ6G TECHNOLOGIES CORP. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 9: COMMITMENTS (1) On April 2, 2019, a vendor of the Company, the “Plaintiff” filed a complaint against the Company’s 60% controlled subsidiary, Green Zebra, in the Superior Court of California, Orange County for unpaid invoices related to services and products sold in fiscal 2017, including reasonable value in the amount of $61,899.62 . The Court approved a default judgement on January 23, 2020 with respect to the aforementioned claim, including the following: Schedule of Default Judgement Damages $ 61,890 Prejudgment interest at the annual rate of 10% 9,835 Attorney fees 1,200 Other costs 505 Total judgement value $ 73,430 As of December 31, 2020 and March 31, 2021, the Company was unaware of the judgement. In April 2021, the Plaintiff perfected the judgement and obtained a hold against a bank account controlled by Green Zebra in the approximate amount of $ 16,282 57,158 2,420 (2) On August 10, 2019, the Company’s CEO, Mr. William Coleman Smith, entered into a lease agreement with IAC Apartment Development JV LLC to lease space at 861 Tularosa, Irvine, California for a one-year term at a rental rate of $3,455 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp. Green Zebra will use the space for its operations. On April 1, 2020, the landlord and the Company agreed to a rental deferment agreement to defer the rental costs by 50% as a result of COVID-19. The monthly rent commencing April 1, 2020 was $1,727 plus utilities. The rental deferment ended on June 1, 2020. The original lease expired on August 9, 2020 and was renewed on expiry for another one-year term at a reduced rate of $3,350 per month. On August 16, 2021 the Company renewed a lease for a further one-year term at a rental rate of $3,620 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp. The Company has elected to apply the short-term scope exception for leases with terms of 12 months or less at the inception of the lease and will continue to recognize rent expense on a straight-line basis (3) On September 14, 2020, GZMC entered into a WiFi Media Solution Agreement (the “Media Agreement”) with a city in Iowa in regard to a city owned location (“venue location”) whereby GZMC was granted rights to provide sponsorship advertising, performance marketing and professional services. Under the terms of the Media Agreement, GZMC must pay fees to the city commencing in 2021 at an annual rate of $ 94,000 (4) On May 19, 2021, the Company signed an 18-month lease for office premises in California located at 1 Technology Drive, Bldg B, Irvine, CA 92618, Suite no. B123 occupying approximately 6,498 square feet of usable space. The terms of the lease provide for basic monthly rent in the first year of approximately $9,097 per month, and $9,487 for each of the remaining six months. In addition, the tenant is responsible for their share of operating expenses, utilities and services. As a result of the adoption ASU No. 2016-02 – Topic 842 Leases, 156,992 7,741 124,338 (5) On April 25, 2021, the Company entered into an Equity Purchase Agreement with World Amber Corp., whereby the Company agreed to sell to World Amber Corp up to 16,666,667 5,000,000 0.30 |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Capital Stock | |
CAPITAL STOCK | NOTE 10: CAPITAL STOCK The Company has authorized 500,000,000 0.001 10,000,000 0.004 1 0.001 The Series B Preferred Stock is not convertible but has voting rights granting the holder 51% of all votes (including common and preferred stock) entitled to vote at any meeting of the stockholders of the Company On April 8, 2021, the Company and William Coleman Smith, officer and director entered into a securities purchase agreement whereunder Mr. Smith sold an additional 9 10 142,649 As of September 30, 2021 and December 31, 2020, there were 22,793,357 12,793,357 Series A Preferred Stock The total number of Series A Preferred stock that may be issued by the Company is 10,000,000 shares with a par value of $0.004. On September 30, 2021 and December 31, 2020, there are a total of 5,000,000 shares of Series A Preferred Stock issued and outstanding. Series B Preferred Stock The total number of Series B Preferred Stock that may be issued by the Company is 1 share with a par value of $0.001. On September 30, 2021 and December 31, 2020, there is 1 share of Series B Preferred stock issued and outstanding. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11: SUBSEQUENT EVENTS On October 6, 2021, eSilkroad provided a further $ 100,000 On November 2, 2021, and November 3, 2021, the Company presented a Put to World Amber Corporation, pursuant to the Effective S-1 Registration Statement for $50,000 each Put. On November 3, 2021, the Company entered into a Promissory Note with Mast Hill Fund, L.P., a Delaware limited partnership in which Mast Hill has agreed to lend the Company the principal amount of $ 560,000 504,000 12 1.00 Subsequent to September 30, 2021 the Company issued 2,051,282 shares of common stock to lender eSilkroad Network Ltd. in consideration for $ 400,000 0.195 The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events requiring disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIE (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Consolidation | Consolidation These condensed consolidated financial statements include the accounts of GZ6G Technology Corp. and its 60% |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with United States 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. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. The core principle of this standard is that a company should record revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Further under ASC 606, the Company recognizes revenue from licensing agreements and service-based contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. We earn revenue from both digital marketing and the sale of WiFi and communication solutions to customers around the world. Revenue is earned from sales of our WiFi media platform and our WiFi monetization hardware (GZ Media hub) embedded with GZ software to create monetization and communication solutions for our customers. Our sales can consist of any one or a combination of items required by our customer including hardware, technology platforms and related support. We also enter into licensing contracts which provide for revenue based on licensing fees and revenue sharing with our licensees. As we expand, we expect a large portion of our revenue from our digital communication solutions to be derived from service-based contracts where we expect to recognize a significant portion of our contracts over time, as there is a continuous delivery of services to the customer over the contractual period of performance. These contracts may or may not include fixed payments for services over time and/or commission-based fees. Direct costs are expected to include materials, labor and overhead to be charged to work-in-progress (including our contracts-in-progress) inventory or cost of sales. Indirect costs relating to long-term contracts, are expected to include expenses such as general and administrative charges, and other costs will be charged to expense as incurred and will not be included in our work-in-process (including our contracts-in-progress) inventory or cost of sales. Total estimates are expected to be reviewed and revised periodically throughout the lives of the contracts, and adjustments to profits resulting from such revisions are made cumulative to the date of the change. Estimated losses on long-term contracts are recorded in the period in which the losses become evident. If we do not accurately estimate the total sales, related costs and progress towards completion on our long-term contracts, the estimated gross margins may be significantly impacted, or losses may need to be recognized in future periods. Any such resulting changes in margins or contract losses could be material to our results of operations and financial condition. In addition, certain of our contracts will include termination for convenience or non-performance clauses that provide the customer with the right to terminate the contract. Such terminations could impact the assumptions regarding total contract revenues and expenses utilized in recognizing profit under those contracts where we apply the percentage-of-completion method of accounting. Changes to these assumptions could materially impact our results of operations and financial condition. As we fully implement our business model, our inability to perform on our long-term contracts could materially impact our results of operations and financial condition. |
Research and Development Costs | Research and Development Costs We charge research and development costs to operations as incurred in accordance with ASC 730-Research and Development, except in those cases in which such costs are reimbursable under customer funded contracts. These amounts are not reflected in the reported research and development expenses in each of the respective periods but are included in net sales with the related costs included in cost of sales in each of the respective periods. During each of the nine months ended September 30, 2021 and 2020 we expended $ 7,800 |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based transactions in which the Company receives services from employees, non-employees, directors or others in exchange for equity instruments based on the fair value of the award at the grant date in accordance with ASC 718 – Compensation-Stock Compensation. Stock-based compensation cost for stock options or warrants is estimated at the grant date based on each instrument’s fair value as calculated by the Black-Scholes option pricing model. We recognize stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period for the award. |
Debt Issue Costs | Debt Issue Costs The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as interest expense. |
Original Issue Discount | Original Issue Discount If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Stock Settled Debt | Stock Settled Debt In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of September 30, 2021, and December 31, 2020, the Company had recorded within Convertible Notes, net of discount, the amount of $ 9,874,778 164,104 |
Leases | Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02 – Topic 842 Leases. The Company has elected to apply the short-term scope exception for leases with terms of 12 months or less at the inception of the lease and will continue to recognize rent expense on a straight-line basis. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. |
Income Taxes | Income Taxes The Company has adopted ASC Topic 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (Loss) Per Share In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon convertible notes, classes of shares with conversion features. The computation of basic loss per share for the nine months ended September 30, 2021 and 2020 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, stock options and preferred shares, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted. GZ6G TECHNOLOGIES CORP. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 AND 2020 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Basic and Diluted Net Income (Loss) Per Share (continued) The table below reflects the potentially dilutive securities at each reporting period which have been excluded from the computation of diluted net loss per share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share September 30, September 30, Convertible Notes 4,871,812 1,283,184 Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred) 50,000,000 50,000,000 Total 54,871,812 51,283,184 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 to simplify the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The table below reflects the potentially dilutive securities at each reporting period which have been excluded from the computation of diluted net loss per share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share September 30, September 30, Convertible Notes 4,871,812 1,283,184 Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred) 50,000,000 50,000,000 Total 54,871,812 51,283,184 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net September 30, December 31, Office equipment $ 116,600 $ 23,618 Leaseholder improvement 33,038 - Software 45,680 - Less: accumulated depreciation and amortization (34,957 ) (15,016 ) Total property and equipment, net $ 160,361 $ 8,602 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses | |
Schedule of Prepaid Expenses | Prepaid expenses at September 30, 2021 and December 31, 2020 consist of the following: Schedule of Prepaid Expenses September 30, December 31, Reseller agreement $ 3,467 $ 11,267 Other expenses 3,293 - Prepaid expense $ 6,760 $ 11,267 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following at September 30, 2021 and December 31, 2020: Schedule of Other Current Assets September 30, December 31, Security deposits $ 14,691 $ 4,255 Other deposits and receivables 1,258 1,258 Other assets $ 15,949 $ 5,513 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
A schedule of the total long-term debt is below: | A schedule of the total long-term debt is below: September 30, December 31, SBA Loan $ 44,000 $ 44,000 PPP Loan 45,450 45,450 Total 89,450 89,450 Current portion (45,450 ) - Debt, long term $ 44,000 $ 89,450 Interest accrued, reflected as accounts payable $ 2,880 $ 1,310 |
Schedule of Debt | The carrying value of tranches is as follows: Schedule of Debt September 30, December 31, Principal issued $ 950,000 $ 50,000 Stock-settled liability 9,874,778 164,104 Deferred finance Costs 10,824,778 214,104 Unamortized debt discount (5,498,761 ) (161,364 ) Debt carrying value $ 5,326,017 $ 52,740 |
Summary of Interest Expenses of Traches | The interest expenses of traches are as follows: Summary of Interest Expenses of Traches Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Interest expense on notes $ 19,157 $ $ 35,551 $ Amortization of debt discount 2,488,984 - 4,373,277 - Total: $ 2,508,141 $ - $ 4,408,828 $ - |
Summary of Accrued Interest Payable | The accrued interest payable is as follows: Summary of Accrued Interest Payable Balance, December 31, 2020 $ 66 Interest expense on the convertible notes 35,551 Balance, September 30, 2021 $ 35,617 |
CUSTOMER DEPOSITS, CONTRACT R_2
CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Customer Deposits Contract Receivables And Contract Liabilities | |
Schedule of Contract With Customer Assets and Liability | The following table provides balances of customer receivables and contract liabilities as of September 30, 2021 and December 31, 2020: Schedule of Contract With Customer Assets and Liability September 30, December 31, Customer receivables (1) $ - $ - Contract liabilities (Customer deposits) (2), (a), (b), (c) $ 155,000 $ 287,000 (1) While the Company has outstanding customer invoices for a total of $ 1,395,000 1,460,000 155,000 287,000 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following amounts were included in debt to related party on our Balance Sheets: Schedule of Related Party Transactions Balance at December 31, 2020, Debt, related party $ 1,217,579 Payments on loan (151,854 ) Balance at September 30, 2021, Debt, related party. $ 1,065,725 |
Schedule of Related Party Payables Transactions | The following amounts were included in related party payables on our Balance Sheets: Schedule of Related Party Payables Transactions September 30, December 31, Coleman Smith, President $ 17,085 $ - Interest payable 42,282 ELOC Holdings Corp. 90,000 - Terrence Flowers 110 110 $ 149,477 $ 110 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Default Judgement | Schedule of Default Judgement Damages $ 61,890 Prejudgment interest at the annual rate of 10% 9,835 Attorney fees 1,200 Other costs 505 Total judgement value $ 73,430 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | May 19, 2020 | Apr. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Working capital deficit | $ 6,989,723 | |||
Cash on hand | 118,000 | |||
Accumulated deficit | 11,235,555 | $ 6,060,923 | ||
Convertible promissory amount | 450,000 | |||
Additional funding | 1,000,000 | |||
Actual amount of funding received | 600,000 | |||
Refinanced amount | 5,000,000 | |||
Loan amount received | 89,450 | 89,450 | ||
PPA loan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Loan amount received | 45,450 | 45,450 | $ 6,000 | |
SBA loan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Loan amount received | $ 44,000 | 44,000 | $ 44,000 | $ 90,000 |
Share-based Payment Arrangement, Tranche One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Convertible promissory amount | $ 25,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities Eecluded from computation shares amount | 54,871,812 | 51,283,184 |
Convertible Notes [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities Eecluded from computation shares amount | 4,871,812 | 1,283,184 |
Series A Preferred Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities Eecluded from computation shares amount | 50,000,000 | 50,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Research and development costs | $ 2,600 | $ 2,600 | $ 7,800 | $ 7,800 | |
Stock settled debt | $ 9,874,778 | $ 9,874,778 | $ 164,104 | ||
Green Zebra Media Corp [Member] | |||||
Business Acquisition [Line Items] | |||||
Ownership Percentage | 60.00% | 60.00% |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Office equipment | $ 116,600 | $ 23,618 |
Leaseholder improvement | 33,038 | |
Software | 45,680 | |
Less: accumulated depreciation and amortization | (34,957) | (15,016) |
Total property and equipment, net | $ 160,361 | $ 8,602 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 17,752 | $ 487 | $ 19,941 | $ 1,461 |
Advertising expense | $ 4,990 |
Prepaid Expenses - Schedule of
Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense, Current [Abstract] | ||
Reseller agreement | $ 3,467 | $ 11,267 |
Other expenses | 3,293 | |
Prepaid expense | $ 6,760 | $ 11,267 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Jan. 31, 2017 |
Prepaid Expenses | |||
Fee payment of agreement | $ 52,000 | ||
Accounts payable | $ 6,450 | $ 6,450 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Security deposits | $ 14,691 | $ 4,255 |
Other deposits and receivables | 1,258 | 1,258 |
Other assets | $ 15,949 | $ 5,513 |
Debt - Schedule of long term de
Debt - Schedule of long term debt (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | May 19, 2020 | Apr. 30, 2020 |
Short-term Debt [Line Items] | ||||
Total | $ 89,450 | $ 89,450 | ||
Current portion | (45,450) | |||
Debt, long term | 44,000 | 89,450 | ||
Interest accrued, reflected as accounts payable | 2,880 | 1,310 | ||
SBA loan [Member] | ||||
Short-term Debt [Line Items] | ||||
Total | 44,000 | 44,000 | $ 44,000 | $ 90,000 |
PPA loan [Member] | ||||
Short-term Debt [Line Items] | ||||
Total | $ 45,450 | $ 45,450 | $ 6,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Principal issued | $ 950,000 | $ 50,000 |
Stock-settled liability | 9,874,778 | 164,104 |
Deferred finance Costs | 10,824,778 | 214,104 |
Unamortized debt discount | (5,498,761) | (161,364) |
Debt carrying value | $ 5,326,017 | $ 52,740 |
DEBT - Summary of Interest Expe
DEBT - Summary of Interest Expenses of Traches (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | ||||
Interest expense on notes | $ 19,157 | $ 35,551 | ||
Amortization of debt discount | 2,488,984 | 4,373,277 | ||
Total: | $ 2,508,141 | $ 4,408,828 |
Debt - Summary of Accrued Inter
Debt - Summary of Accrued Interest Payable (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Disclosure [Abstract] | |
Beginning Balance | $ 66 |
Interest expense on the convertible notes | 35,551 |
Ending Balance | $ 35,617 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | May 19, 2020 | May 14, 2020 | Jan. 05, 2018 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 27, 2021 | Jul. 16, 2021 | Jun. 04, 2021 | Apr. 23, 2021 | Dec. 21, 2020 | Apr. 30, 2020 |
Short-term Debt [Line Items] | |||||||||||
Received long term loan | $ 89,450 | $ 89,450 | |||||||||
Accrued interest payable | $ 35,617 | 66 | |||||||||
Loan issued after maturity period | 5 years | ||||||||||
Convertible notes, net of debt discount | $ 5,326,017 | $ 52,740 | |||||||||
Debt instrument convertible terms of conversion feature | the Company may be converted into common shares at a 25% discount to the market price at the close of business on November 23, 2020 ($0.26 x 75% = $0.195); or $0.195 per share. Each $25,000 may be converted at the one-year anniversary of the date of the weekly deposit, unless the Company becomes a fully reporting company, at which time the holder may convert such debt to common shares in six months, or if the underlying shares are registered, conversion may occur upon Notice of Effect from the Securities and Exchange Commission. | ||||||||||
Payment schedule amount | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | |||||||
Received tranche deposits for aggregate amount | 900,000 | $ 50,000 | |||||||||
Liability on stock settled debt | 9,874,778 | 164,104 | |||||||||
Liability on stock settled debt | 9,710,674 | ||||||||||
Other short term loans outstanding amount | 3,768 | 3,768 | |||||||||
National Funding Inc [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Short term borrowings | $ 20,625 | ||||||||||
Origination fee | 412 | ||||||||||
Repayments of short term debt | 26,400 | ||||||||||
Repayments of daily short term debt | $ 150 | ||||||||||
Treaty Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible notes, net of debt discount | 25,000 | $ 450,000 | |||||||||
Promissory notes increments | $ 100,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Treaty Agreement [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible notes, net of debt discount | $ 25,000 | ||||||||||
SBA loan [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Received long term loan | $ 44,000 | 44,000 | $ 44,000 | $ 90,000 | |||||||
S B A [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of Credit Facility, Periodic Payment | $ 215 | ||||||||||
Interest rate | 3.75% | ||||||||||
Accrued interest payable | 2,256 | ||||||||||
Accrued interest payable | $ 1,022 | 1,022 | |||||||||
P P A [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Payroll interest | 60.00% | ||||||||||
PPA loan [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Received long term loan | $ 45,450 | 45,450 | $ 6,000 | ||||||||
Interest rate | 1.00% | ||||||||||
Accrued interest payable | $ 625 | $ 288 | |||||||||
Debt term | 2 years | ||||||||||
Proceeds from debt | $ 45,450 |
CUSTOMER DEPOSITS CONTRACT RECE
CUSTOMER DEPOSITS CONTRACT RECEIVABLES AND CONTRACT LIABILITIES - Schedule of Contract with Customer Assets and Liability (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Customer Deposits Contract Receivables And Contract Liabilities | ||
Customer receivables (1) | ||
Customer deposits received | 155,000 | 287,000 |
Outstanding customer amount | $ 1,395,000 | $ 1,460,000 |
CUSTOMER DEPOSITS, CONTRACT R_3
CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Details Narrative) - USD ($) | Jul. 11, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenue remaining performance obligation | $ 1,550,000 | $ 1,550,000 | |||
Revenue remaining performance obligation percentage | 30.00% | 30.00% | |||
Revenues | $ 132,000 | $ 41 | $ 132,000 | $ 8,833 | |
Sponsorship Marketing Agreement [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenue remaining performance obligation | $ 35,000 | ||||
Revenue from related parties | 100,000 | ||||
Revenue due from to related party | 65,000 | ||||
Proceeds from deposits from customers | $ 130,000 | ||||
License Agreement Terms [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Licensing fee payable | $ 25,000 | $ 25,000 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Related Party Transactions (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Related Party Transactions [Abstract] | |
Beginning Balance, debt related party | $ 1,217,579 |
Payments on loan | (151,854) |
Ending Balance, debt related party | $ 1,065,725 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Schedule of Related Party Payable (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 149,477 | $ 110 |
Coleman Smith, President [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 17,085 | |
Interest Payable [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 42,282 | |
ELOC Holdings Corp. [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 90,000 | |
Terrence Flowers [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 110 | $ 110 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 09, 2018 | Apr. 29, 2014 | |
Related Party Transaction [Line Items] | ||||||||
Related party services fees | $ 10,000 | |||||||
Annual principal payment | $ 120,000 | |||||||
Interest expense | $ 13,908 | $ 200 | $ 42,282 | $ 427 | ||||
Payment down of principal amount | 151,854 | |||||||
Management fees | 30,000 | |||||||
Terrence Flowers [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to note payable | $ 11,000 | $ 11,110 | ||||||
Due amount | $ 110 | $ 110 | 110 | |||||
E L O C [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Annual principal payment | $ 1,217,579 |
COMMITMENTS - Schedule of defau
COMMITMENTS - Schedule of default judgement (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Damages | $ 61,890 |
Prejudgment interest at the annual rate of 10% | 9,835 |
Attorney fees | 1,200 |
Other costs | 505 |
Total judgement value | $ 73,430 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 1 Months Ended | |||
Apr. 30, 2021 | Sep. 30, 2021 | Apr. 25, 2021 | Sep. 14, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Litigation settlement amount | $ 16,282 | |||
Remained outstanding balance | $ 57,158 | |||
Outstanding claim balance | 2,420 | |||
Annual initial payment | $ 94,000 | |||
Total future payments | 156,992 | |||
Imputed interest | 7,741 | |||
Lease liabilities | $ 124,338 | |||
Common Stock, Shares | 16,666,667 | |||
Common Stock Commitment, shares | 5,000,000 | |||
Common Stock Commitment Per Share Price | $ 0.30 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Apr. 08, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Affiliate, Collateralized Security [Line Items] | |||
Common stock share, authorized | 500,000,000 | 500,000,000 | |
Common stock share par value | $ 0.001 | $ 0.001 | |
Common Stock Voting Rights | The Series B Preferred Stock is not convertible but has voting rights granting the holder 51% of all votes (including common and preferred stock) entitled to vote at any meeting of the stockholders of the Company | ||
Ownership percentage | 9.00% | ||
Number of shares restricted stock | 10 | ||
Additional paid in capital | $ 142,649 | ||
Common stock shares, issued | 22,793,357 | 12,793,357 | |
Common stock shares, outstanding | 22,793,357 | 12,793,357 | |
Series A Preferred Stock [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Preferred stock shraes, authorized | 10,000,000 | 10,000,000 | |
Preferred stock par value | $ 0.004 | $ 0.004 | |
Series B Preferred Stock [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Preferred stock shraes, authorized | 1 | 1 | |
Preferred stock par value | $ 0.001 | $ 0.001 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 03, 2021 | Sep. 30, 2021 | Oct. 06, 2021 |
Subsequent Event [Line Items] | |||
Business Combination Consideration Transferred1 | $ 400,000 | ||
Convertible note agreement convertible rice per shares | $ 0.195 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Note payable | $ 100,000 | ||
Promissory Note Principal Amount | $ 560,000 | ||
Promissory Note Purchase Price | $ 504,000 | ||
Debt instrument interest rate during period | 12.00% | ||
Conversion rate | $ 1 |