Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | false | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,240,024 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 133,123 | $ 759,791 |
Accounts receivable, net | 2,000 | 2,000 |
Prepaid expenses | 28,679 | 18,586 |
Other current assets | 15,949 | 15,949 |
Total current assets | 179,751 | 796,326 |
Property and equipment, net | 212,812 | 235,176 |
Right to use assets | 622,755 | 98,093 |
TOTAL ASSETS | 1,015,318 | 1,129,595 |
Current liabilities | ||
Accounts payable and accrued expenses | 404,930 | 335,037 |
Related party payables | 221,203 | 179,769 |
Deferred revenue | 181,000 | 209,000 |
Debt, current portion | 3,767 | 44,156 |
Debt, related party | 1,065,725 | 1,065,725 |
Convertible notes, net of debt discount | 7,304,511 | 5,075,840 |
Lease liability, current portion | 77,270 | 99,003 |
Total current liabilities | 9,258,406 | 7,008,530 |
Debt, net of current portion | 44,000 | 44,000 |
Lease liability, net of current portion | 551,679 | |
Total liabilities | 9,854,085 | 7,052,530 |
Stockholders’ deficit | ||
Common stock, $0.001 par, 500,000,000 shares authorized, 25,188,742 and 25,177,973 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 25,189 | 25,178 |
Additional paid in capital | 10,806,697 | 10,784,308 |
Accumulated deficit | (19,030,164) | (16,092,531) |
Total GZ6G Technologies Corp stockholders’ deficit | (8,178,278) | (5,263,045) |
Non-controlling interest | (660,489) | (659,890) |
Total stockholders’ deficit | (8,838,767) | (5,922,935) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 1,015,318 | 1,129,595 |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred Stock, Value, Issued | 20,000 | 20,000 |
Series B Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred Stock, Value, Issued |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 25,188,742 | 25,177,973 |
Common Stock, shares outstanding | 25,188,742 | 25,177,973 |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value | $ 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 | $ 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 Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
NET REVENUES | $ 3,000 | |
OPERATING EXPENSES | ||
Cost of revenue | 1,088 | |
Research and development | 2,600 | |
Depreciation | 46,478 | 586 |
General and administrative | 532,187 | 68,624 |
General and administrative, related parties | 120,000 | 60,000 |
Professional fees | 22,800 | 42,156 |
Total operating expenses | 722,553 | 173,966 |
(Loss) from operations | (719,553) | (173,966) |
Other income (expense) | ||
Interest expense | (2,264,770) | (304,079) |
PPP loan forgiveness | 46,091 | |
Total other income (expense) | (2,218,679) | (304,079) |
Net income (loss) | (2,938,232) | (478,045) |
Less: net income (loss) attributable to non-controlling interest | (599) | (42,019) |
Net income (loss) attributable to GZ6G Technologies Corp. | $ (2,937,633) | $ (436,026) |
Basic and diluted net loss per common share | $ (0.12) | $ (0.03) |
Weighted average shares, basic and diluted | 25,185,033 | 12,793,357 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 20,000 | $ 12,793 | $ 5,180,816 | $ (6,060,923) | $ (680,180) | $ (1,527,494) |
Balance 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) |
Balance at Mar. 31, 2021 | 5,000,000 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 20,000 | $ 25,178 | 10,784,308 | (16,092,531) | (659,890) | (5,922,935) |
Balance at Dec. 31, 2021 | 5,000,000 | 25,177,973 | ||||
Shares issued as financing costs | $ 11 | 22,389 | 22,400 | |||
Shares issued as financing costs, shares | 10,769 | |||||
Net income (loss) | (2,937,633) | (599) | (2,938,232) | |||
Ending balance, value at Mar. 31, 2022 | $ 20,000 | $ 25,189 | $ 10,806,697 | $ (19,060,164) | $ (660,489) | $ (8,838,767) |
Balance at Mar. 31, 2022 | 5,000,000 | 25,188,742 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net Loss | $ (2,938,232) | $ (478,045) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
PPP loan forgiveness | (46,091) | |
Amortization of debt discount and issuance cost | 2,178,671 | 284,817 |
Common stock issued as financing cost | 22,400 | |
Depreciation | 46,478 | 586 |
Amortization of right of use assets | 5,284 | |
Fixed assets reclassified to advertising expense | 4,990 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses | (10,093) | 2,600 |
(Increase) in other current assets | (38,252) | |
Increase in accounts payable and accrued expenses | 69,893 | 84,663 |
Increase in related party payables | 41,434 | 47,129 |
(Decrease) in customer deposits | (28,000) | |
Net cash used in operating activities | (658,256) | (176,175) |
Cash Flows from Investing Activities: | ||
Proceeds from credit of leaseholder improvement | 30,000 | |
Purchase of equipment | (54,114) | (3,600) |
Net cash used in investing activities | (24,114) | (3,600) |
Cash flows from financing activities: | ||
Proceeds from subscription receivable | 150,000 | |
Repayment of debt, related party | (11,854) | |
Refund of repayment to PPP loan | 5,702 | |
Proceeds from convertible notes | 50,000 | 275,000 |
Net cash provided by financing activities | 55,702 | 413,146 |
Net increase (decrease) in cash | (626,668) | 233,371 |
Cash-beginning of period | 759,791 | 180,544 |
Cash-end of period | 133,123 | 413,915 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | ||
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Stock-settled debt liability | $ 360,258 | $ 2,552,327 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
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 condensed 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 March 31, 2022, the Company had a working capital deficit of $ 9,078,655 133,123 19,030,164 2,108,000 5,000,000 15,000,000 100,000 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. Covid-19 Pandemic 6,000 90,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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”). The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2021 . Consolidation These 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At March 31, 2022, the Company had $ 0 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. 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. 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. 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 March 31, 2022, and December 31, 2021, the Company had recorded within Convertible Notes, net of discount, the amount of $ 8,680,783 8,320,525 Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02 – Topic 842 Leases. Fair Value of Financial Instruments 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. 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 follows ASC 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 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 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 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. Basic and Diluted Net Income (Loss) Per Share The computation of basic loss per share for the periods ended March 31, 2022 and 2021 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, 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. The table below reflects the potentially dilutive securities at each reporting period March 31, March 31, Convertible Notes 5,222,570 1,666,667 Stock purchase warrants 1,130,487 - Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred) 50,000,000 50,000,000 Total 56,353,057 51,666,667 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. The Company has not yet adopted this ASU and does not expect the adoption of ASU 2020-06 to have a material impact on the Company’s financial statements or disclosures. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3: PROPERTY AND EQUIPMENT Property and equipment, net consists of the following March 31, December 31, Office equipment $ 202,282 $ 166,372 Leasehold improvements 12,813 31,919 Software 79,640 72,330 Total 294,735 270,621 Less: accumulated depreciation and amortization (81,923 ) (35,445 ) Total property and equipment, net $ 212,812 $ 235,176 Depreciation expense amounted to $ 46,478 586 |
PREPAID EXPENSES
PREPAID EXPENSES | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses | |
PREPAID EXPENSES | NOTE 4: PREPAID EXPENSES Prepaid expenses March 31, December 31, Reseller agreement $ 867 $ 3,467 Other expenses 27,812 15,119 Total $ 28,679 $ 18,586 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 | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 5: OTHER CURRENT ASSETS Other current assets consist of the following March 31, December 31, Security deposits $ 14,691 $ 14,691 Other deposits and receivables 1,258 1,258 Total $ 15,949 $ 15,949 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 6: DEBT 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 During the fiscal year ended December 31, 2021, the Company received weekly tranche deposits for an aggregate of $ 1,100,000 11,656,833 During the three months ended March 31, 2022, the Company received a further $ 50,000 360,258 On October 27, 2021, the Company issued 2,051,282 400,000 0.195 250,000 The carrying value of funding tranches March 31, December 31, Principal $ 800,000 $ 750,000 Stock-settled liability 8,680,783 8,320,525 Total 9,480,783 9,070,525 Unamortized debt discount (2,307,576 ) (4,067,059 ) Debt carrying value $ 7,173,207 $ 5,003,466 The interest expenses for the funding tranches For Three Months ended 2022 2021 Interest expense on notes $ 15,551 $ 3,435 Amortization of debt discount 2,119,741 284,817 Total: $ 2,135,292 $ 288,252 The accrued interest payable Balance, December 31, 2021 $ 50,981 Interest expense on the convertible notes 15,551 Balance, March 31, 2022 $ 66,532 Convertible Debt On November 11, 2021, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $ 560,000 504,000 12 1.00 560,000 1.00 On December 16, 2021, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $ 560,000 504,000 12 1.00 560,000 1.00 In accordance with ASC 470 – Debt, the proceeds of $ 1,008,000 616,027 1,120,000 The carrying value of the tranches is as follows: Schedule of Convertible debt Carrying value of the tranches March 31, December 31, Principal $ 1,120,000 $ 1,120,000 Unamortized debt discount (988,696 ) (1,047,626 ) Debt carrying value $ 131,304 $ 72,374 The interest expenses related to the tranches are as follows: Schedule of Convertible Debt Interest Expense For Three Months ended 2022 2021 Interest expense on notes $ 33,140 $ - Amortization of debt discount 58,930 - Total: $ 92,070 $ - The accrued interest payable is as follows: Schedule of Convertible Debt Accrued Interest Payable Balance, December 31, 2021 $ 13,440 Interest expense on the convertible notes 33,140 Balance, March 31, 2022 $ 46,580 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: The interest expenses related to the SBA loan For Three Months ended 2022 2021 Interest expense on notes $ 406 $ 406 The accrued interest payable is as follows: Schedule of Accrued Interest Payable To The SBA Loan Balance, December 31, 2021 $ 2,672 Interest expense on the convertible notes 406 Balance, March 31, 2022 $ 3,078 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% of the forgiven amount having been required to be used for payroll). Additional terms include: ● An interest rate of 1% per annum; ● Loans issued prior to June 5, 2020 have a maturity of 2 years, with loans issued thereafter having a maturity of 5 years; ● 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 December 31, 2021, the Company paid $ 5,702 5,061 641 45,450 641 46,091 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 December 31, Customer receivables (1) $ - $ - Contract liabilities (Customer deposits) (1), (2) (a), (b), (c) $ 181,000 $ 209,000 (1) The Company has received deposits of $ 181,000 209,000 3,000 25,000 (2) 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. During the three months ended March 31, 2022, we have recognized $ 3,000 NOTE 7: CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES Performance Obligations While we had originally expected to recognize revenue during fiscal 2020 with respect to contracts for which we have received customer deposits, the impact of COVID-19 had a significant impact on implementation. T he Company is currently in negotiations to determine the best way to proceed with the delayed implementation of these contracts, or their termination. (a) We executed a license agreement for the country of Spain in fiscal 2016 and the Company received an initial deposit of $25,000 against the total licensing fee payable. This amount has been recorded on the Company’s balance sheets as deferred income. While the Company and the customer attempted to negotiate an amendment to the terms of the agreement in late fiscal 2019, the onset of COVID-19 resulted in further delays which are ongoing. As a result, the Company is currently in negotiation for a formal termination of the agreement with this customer. (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 78,000 3,000 51,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8: RELATED PARTY TRANSACTIONS Terrence Flowers As at December 31, 2019, a total of $ 11,110 11,000 110 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., a company controlled by Mr. Smith, whereby ELOC will provide the services of Mr. Smith for a fee of $10,000 per month. On April 1, 2021, the Company revised Mr. Smith’s compensation so that he also receives $10,000 per month directly as an employee in addition to accrued monthly fees for management services provided through controlled entity ELOC. On February 7, 2022, the board of directors of the Company approved and authorized a further increase of $ 10,000 On April 29, 2014, our 60% controlled subsidiary, GZMC, entered into a management and consulting agreement with Mr. Smith, the sole officer and director of GZMC whereunder GZMC is required to pay an annual salary of $ 120,000 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 During the fiscal year ended December 31, 2021, the Company paid a total of $ 151,854 11,854 The following amounts are included in debt to related party Balance at December 31, 2020, Debt, related party $ 1,217,579 Payments on loan (151,854 ) Balance at December 31, 2021, Debt, related party. 1,065,725 Balance at March 31, 2022, Debt, related party. $ 1,065,725 The Company recorded associated interest expenses of $ 13,138 15,308 During the three month period ended March 31, 2022, the Company accrued $ 30,000 90,000 30,000 The following amounts are included in related party payables March 31, December 31, Coleman Smith, President $ 2,242 $ 3,946 Interest payable 68,851 55,713 ELOC Holdings Corp. 150,000 120,000 Terrence Flowers 110 110 $ 221,203 $ 179,769 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. |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2022 | |
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 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 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 2,420 54,738 (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 at an annual rate of $ 94,000 (4) 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 On each of November 2, 2021, and November 3, 2021, the Company presented a Put to World Amber Corp., pursuant to the Effective S-1 Registration Statement for $50,000 each Put, as a result the cumulative $ 100,000 333,334 0.30 (5) On November 10, 2021, the Company entered into a Registration Right Agreement with Mast Hill Fund, L.P. (the “Investor”), whereby the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Investor up to Ten Million Dollars ($10,000,000.00) of Put Shares at $2.00 per share, and to induce the Investor to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “ Securities Act |
OPERATING LEASE
OPERATING LEASE | 3 Months Ended |
Mar. 31, 2022 | |
Operating Lease | |
OPERATING LEASE | NOTE 10: OPERATING LEASE 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 9,487 10,592 Topic 842 Leases, Future minimum lease payments in respect of the above leases 2022 85,709 2023 127,556 2024 133,014 2025 138,472 2026 143,931 Remaining periods 136,522 Total future minimum lease payments 765,204 Less: imputed interest (136,255 ) Total 628,949 Current portion of operating lease 77,270 Long term portion of operating lease $ 551,679 |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 11: CAPITAL STOCK The Company has authorized 500,000,000 0.001 10,000,000 0.004 1 0.001 Common Stock On February 8, 2022 pursuant to an Engagement Agreement with Carter, Terry & Company, an authorized, registered broker dealer, the Company issued a total of 10,769 The Company recorded $ 22,400 As of March 31, 2022 and December 31, 2021, there were 25,188,742 25,177,973 Series A Preferred Stock The total number of Series A Preferred stock that may be issued by the Company is 10,000,000 0.004 As of March 31, 2022 and December 31, 2021, there are a total of 5,000,000 Series B Preferred Stock The total number of Series B Preferred Stock that may be issued by the Company is 1 0.001 As of March 31, 2022 and December 31, 2021, there is 1 Share Purchase Warrants On November 11, 2021, the Company entered into a Warrant Agreement with J.H. Darbie and Company, an authorized, registered broker dealer, wherein J.H. Darbie and Company may purchase 10,487 25,141 In November and December 2021, the Company issued cumulative 1,120,000 503,973 In accordance with authoritative accounting guidance, the fair value of the outstanding common stock purchase warrants Measurement date Dividend yield 0 % Expected volatility 279 293 Risk-free interest rate 0.83 1.22 Expected life (years) 3.00~5.00 Stock Price $ 1.99 2.40 Exercise Price 1.00 The following table summarizes information with respect to outstanding warrants to purchase common stock Exercise Number Expiration Price Outstanding Date 1.00 560,000 November 2024 1.00 560,000 December 2024 1.00 10,487 November 2026 A summary of the warrant activity Weighted- Weighted- Contractual Aggregate Intrinsic Shares Price Term Value Outstanding at December 31, 2021 1,130,487 $ 1.00 2.93 $ - Grants - - - - Exercised - - - - Expired - - - - Outstanding at March 31, 2022 1,130,487 $ 1.00 2.68 $ - Exercisable at March 31, 2021 1,130,487 $ 1.00 2.68 $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12: SUBSEQUENT EVENTS Mast Hill Fund, L.P. On April 4, 2022, the Company entered into certain agreements with Mast Hill Fund, L.P. including a Promissory Note in the amount of $ 365,000 365,000 1.00 321,500 36,500 7,000 Acorn Management Partners, LLC On April 7, 2022, the Company entered into Professional Relations and Consulting Agreement (Agreement) with Acorn Management Partners, LLC (Acorn), a Georgia Limited Liability Company, wherein the Company will pay Acorn $11,500 per month, and issue, or cause to be issued, $120,000 worth of the Company’s restricted common stock in three tranches, total shares equivalent to $60,000 for the first six month period and total shares equivalent to $30,000 for each of the remaining two three-month periods Acorn will provide market awareness for the Company through its proprietary multi-layered system and will build long-term relationships between the Company and Acorn’s database of licensed financial professionals. Promissory Note with Mr. William Coleman Smith On May 3, 2022 the Company’s CEO, William Coleman Smith entered into a Promissory Note with the Company for a total of $ 50,000 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 POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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”). The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2021 . |
Consolidation | Consolidation These 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At March 31, 2022, the Company had $ 0 |
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. |
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. |
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. |
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 March 31, 2022, and December 31, 2021, the Company had recorded within Convertible Notes, net of discount, the amount of $ 8,680,783 8,320,525 |
Leases | Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02 – Topic 842 Leases. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. 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 follows ASC 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 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 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 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. Basic and Diluted Net Income (Loss) Per Share The computation of basic loss per share for the periods ended March 31, 2022 and 2021 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, 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. The table below reflects the potentially dilutive securities at each reporting period March 31, March 31, Convertible Notes 5,222,570 1,666,667 Stock purchase warrants 1,130,487 - Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred) 50,000,000 50,000,000 Total 56,353,057 51,666,667 |
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. The Company has not yet adopted this ASU and does not expect the adoption of ASU 2020-06 to have a material impact on the Company’s financial statements or disclosures. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
The table below reflects the potentially dilutive securities at each reporting period | The table below reflects the potentially dilutive securities at each reporting period March 31, March 31, Convertible Notes 5,222,570 1,666,667 Stock purchase warrants 1,130,487 - Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred) 50,000,000 50,000,000 Total 56,353,057 51,666,667 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net consists of the following | Property and equipment, net consists of the following March 31, December 31, Office equipment $ 202,282 $ 166,372 Leasehold improvements 12,813 31,919 Software 79,640 72,330 Total 294,735 270,621 Less: accumulated depreciation and amortization (81,923 ) (35,445 ) Total property and equipment, net $ 212,812 $ 235,176 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses | |
Prepaid expenses | Prepaid expenses March 31, December 31, Reseller agreement $ 867 $ 3,467 Other expenses 27,812 15,119 Total $ 28,679 $ 18,586 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets consist of the following | Other current assets consist of the following March 31, December 31, Security deposits $ 14,691 $ 14,691 Other deposits and receivables 1,258 1,258 Total $ 15,949 $ 15,949 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Loan Treaty Agreement [Member] | |
Short-term Debt [Line Items] | |
The carrying value of funding tranches | The carrying value of funding tranches March 31, December 31, Principal $ 800,000 $ 750,000 Stock-settled liability 8,680,783 8,320,525 Total 9,480,783 9,070,525 Unamortized debt discount (2,307,576 ) (4,067,059 ) Debt carrying value $ 7,173,207 $ 5,003,466 |
The interest expenses for the funding tranches | The interest expenses for the funding tranches For Three Months ended 2022 2021 Interest expense on notes $ 15,551 $ 3,435 Amortization of debt discount 2,119,741 284,817 Total: $ 2,135,292 $ 288,252 |
Schedule of Convertible Debt Accrued Interest Payable | The accrued interest payable Balance, December 31, 2021 $ 50,981 Interest expense on the convertible notes 15,551 Balance, March 31, 2022 $ 66,532 |
Convertible Debts [Member] | |
Short-term Debt [Line Items] | |
Schedule of Convertible Debt Accrued Interest Payable | The accrued interest payable is as follows: Schedule of Convertible Debt Accrued Interest Payable Balance, December 31, 2021 $ 13,440 Interest expense on the convertible notes 33,140 Balance, March 31, 2022 $ 46,580 |
Schedule of Convertible debt Carrying value of the tranches | The carrying value of the tranches is as follows: Schedule of Convertible debt Carrying value of the tranches March 31, December 31, Principal $ 1,120,000 $ 1,120,000 Unamortized debt discount (988,696 ) (1,047,626 ) Debt carrying value $ 131,304 $ 72,374 |
Schedule of Convertible Debt Interest Expense | The interest expenses related to the tranches are as follows: Schedule of Convertible Debt Interest Expense For Three Months ended 2022 2021 Interest expense on notes $ 33,140 $ - Amortization of debt discount 58,930 - Total: $ 92,070 $ - |
Small Business Administration [Member] | |
Short-term Debt [Line Items] | |
The interest expenses related to the SBA loan | The interest expenses related to the SBA loan For Three Months ended 2022 2021 Interest expense on notes $ 406 $ 406 |
Schedule of Accrued Interest Payable To The SBA Loan | The accrued interest payable is as follows: Schedule of Accrued Interest Payable To The SBA Loan Balance, December 31, 2021 $ 2,672 Interest expense on the convertible notes 406 Balance, March 31, 2022 $ 3,078 |
CUSTOMER DEPOSITS, CONTRACT R_2
CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Customer Deposits Contract Receivables And Contract Liabilities | |
The following table provides balances of customer receivables and contract liabilities | The following table provides balances of customer receivables and contract liabilities March 31, 2022 December 31, Customer receivables (1) $ - $ - Contract liabilities (Customer deposits) (1), (2) (a), (b), (c) $ 181,000 $ 209,000 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
The following amounts are included in debt to related party | The following amounts are included in debt to related party Balance at December 31, 2020, Debt, related party $ 1,217,579 Payments on loan (151,854 ) Balance at December 31, 2021, Debt, related party. 1,065,725 Balance at March 31, 2022, Debt, related party. $ 1,065,725 |
The following amounts are included in related party payables | The following amounts are included in related party payables March 31, December 31, Coleman Smith, President $ 2,242 $ 3,946 Interest payable 68,851 55,713 ELOC Holdings Corp. 150,000 120,000 Terrence Flowers 110 110 $ 221,203 $ 179,769 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 |
OPERATING LEASE (Tables)
OPERATING LEASE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Operating Lease | |
Future minimum lease payments in respect of the above leases | Future minimum lease payments in respect of the above leases 2022 85,709 2023 127,556 2024 133,014 2025 138,472 2026 143,931 Remaining periods 136,522 Total future minimum lease payments 765,204 Less: imputed interest (136,255 ) Total 628,949 Current portion of operating lease 77,270 Long term portion of operating lease $ 551,679 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
fair value of the outstanding common stock purchase warrants | In accordance with authoritative accounting guidance, the fair value of the outstanding common stock purchase warrants Measurement date Dividend yield 0 % Expected volatility 279 293 Risk-free interest rate 0.83 1.22 Expected life (years) 3.00~5.00 Stock Price $ 1.99 2.40 Exercise Price 1.00 |
summarizes information with respect to outstanding warrants to purchase common stock | The following table summarizes information with respect to outstanding warrants to purchase common stock Exercise Number Expiration Price Outstanding Date 1.00 560,000 November 2024 1.00 560,000 December 2024 1.00 10,487 November 2026 |
A summary of the warrant activity | A summary of the warrant activity Weighted- Weighted- Contractual Aggregate Intrinsic Shares Price Term Value Outstanding at December 31, 2021 1,130,487 $ 1.00 2.93 $ - Grants - - - - Exercised - - - - Expired - - - - Outstanding at March 31, 2022 1,130,487 $ 1.00 2.68 $ - Exercisable at March 31, 2021 1,130,487 $ 1.00 2.68 $ - |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2020 | |
Short-term Debt [Line Items] | |||
Working capital deficit | $ 9,078,655 | ||
Cash on hand | 133,123 | ||
Accumulated deficit | 19,030,164 | $ 16,092,531 | |
Actual amount of funding received | 2,108,000 | ||
Refinanced amount | 5,000,000 | ||
Additional funding | 15,000,000 | ||
Amount received under equity line | $ 100,000 | ||
PPA loan [Member] | |||
Short-term Debt [Line Items] | |||
Loan amount received | $ 6,000 | ||
SBA loan [Member] | |||
Short-term Debt [Line Items] | |||
Loan amount received | $ 90,000 |
The table below reflects the po
The table below reflects the potentially dilutive securities at each reporting period (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive securities Eecluded from computation shares amount | 56,353,057 | 51,666,667 |
Convertible Notes [Member] | ||
Antidilutive securities Eecluded from computation shares amount | 5,222,570 | 1,666,667 |
Stock Purchase Warrants [Member] | ||
Antidilutive securities Eecluded from computation shares amount | 1,130,487 | |
Series A Preferred Stock [Member] | ||
Antidilutive securities Eecluded from computation shares amount | 50,000,000 | 50,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
FDIC insured limit excess amount | $ 0 | |
Stock settled debt | $ 8,680,783 | $ 8,320,525 |
Green Zebra Media Corp [Member] | ||
Ownership Percentage | 60.00% |
Property and equipment, net con
Property and equipment, net consists of the following (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Office equipment | $ 202,282 | $ 166,372 |
Leasehold improvements | 12,813 | 31,919 |
Software | 79,640 | 72,330 |
Total | 294,735 | 270,621 |
Less: accumulated depreciation and amortization | (81,923) | (35,445) |
Total property and equipment, net | $ 212,812 | $ 235,176 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 46,478 | $ 586 |
Prepaid expenses (Details)
Prepaid expenses (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses | ||
Reseller agreement | $ 867 | $ 3,467 |
Other expenses | 27,812 | 15,119 |
Total | $ 28,679 | $ 18,586 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2017 |
Prepaid Expenses | |||
Fee payment of agreement | $ 52,000 | ||
Accounts payable | $ 6,450 | $ 6,450 |
Other current assets consist of
Other current assets consist of the following (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Security deposits | $ 14,691 | $ 14,691 |
Other deposits and receivables | 1,258 | 1,258 |
Total | $ 15,949 | $ 15,949 |
The carrying value of funding t
The carrying value of funding tranches (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-term Debt [Line Items] | ||
Stock-settled liability | $ 8,680,783 | $ 8,320,525 |
Loan Treaty Agreement [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 800,000 | 750,000 |
Stock-settled liability | 8,680,783 | 8,320,525 |
Total | 9,480,783 | 9,070,525 |
Unamortized debt discount | (2,307,576) | (4,067,059) |
Debt carrying value | $ 7,173,207 | $ 5,003,466 |
The interest expenses for the f
The interest expenses for the funding tranches (Details) - Loan Treaty Agreement [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Short-term Debt [Line Items] | ||
Interest expense on notes | $ 15,551 | $ 3,435 |
Amortization of debt discount | 2,119,741 | 284,817 |
Total: | $ 2,135,292 | $ 288,252 |
The accrued interest payable (D
The accrued interest payable (Details) - Loan Treaty Agreement [Member] | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Short-term Debt [Line Items] | |
Balance, December 31, 2021 | $ 50,981 |
Interest expense on the convertible notes | 15,551 |
Balance, March 31, 2022 | $ 66,532 |
Schedule of Convertible debt Ca
Schedule of Convertible debt Carrying value of the tranches (Details) - Convertible Debts [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-term Debt [Line Items] | ||
Principal | $ 1,120,000 | $ 1,120,000 |
Unamortized debt discount | (988,696) | (1,047,626) |
Debt carrying value | $ 131,304 | $ 72,374 |
Schedule of Convertible Debt In
Schedule of Convertible Debt Interest Expense (Details) - Convertible Debts [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Short-term Debt [Line Items] | ||
Interest expense on notes | $ 33,140 | |
Amortization of debt discount | 58,930 | |
Total: | $ 92,070 |
Schedule of Convertible Debt Ac
Schedule of Convertible Debt Accrued Interest Payable (Details) - Convertible Debts [Member] | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Short-term Debt [Line Items] | |
Balance | $ 13,440 |
Interest expense on the convertible notes | 33,140 |
Balance | $ 46,580 |
The interest expenses related t
The interest expenses related to the SBA loan (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Small Business Administration [Member] | ||
Short-term Debt [Line Items] | ||
Interest expense on notes | $ 406 | $ 406 |
Schedule of Accrued Interest Pa
Schedule of Accrued Interest Payable To The SBA Loan (Details) - Small Business Administration [Member] | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Short-term Debt [Line Items] | |
Balance | $ 2,672 |
Interest expense on the convertible notes | 406 |
Balance | $ 3,078 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Nov. 11, 2021 | Jan. 05, 2018 | Dec. 16, 2021 | Oct. 27, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 14, 2021 | Dec. 21, 2020 | May 19, 2020 |
Short-term Debt [Line Items] | ||||||||||
Convertible notes, net of debt discount | $ 7,304,511 | $ 5,075,840 | ||||||||
Received tranche deposits for aggregate amount | 50,000 | 1,100,000 | ||||||||
National Funding Inc [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Short term borrowings | $ 20,625 | 3,768 | ||||||||
Origination fee | 412 | |||||||||
Repayments of short term debt | 26,400 | |||||||||
Repayments of daily short term debt | $ 150 | |||||||||
Convertible Debts [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Number of shares issued for conversion | 560,000 | 560,000 | ||||||||
Issuance Price per share | $ 1 | $ 1 | ||||||||
Net amount of convertible note | $ 560,000 | $ 560,000 | ||||||||
Convertible promissory note | $ 504,000 | $ 504,000 | ||||||||
Interest percentage | 12.00% | 12.00% | ||||||||
Convertible note fair value | 1,008,000 | |||||||||
Debt discount amortized | 616,027 | |||||||||
Debt discount | 1,120,000 | |||||||||
Small Business Administration [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Interest percentage | 3.75% | |||||||||
Paycheck protection program received amount | $ 44,000 | |||||||||
Loan repayment amount | 215 | |||||||||
Paycheck Protection Program [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Paycheck protection program received amount | $ 45,450 | |||||||||
Loan repayment amount | 46,091 | 5,702 | ||||||||
Loan repayment principal | 45,450 | 5,061 | ||||||||
Loan repayment interest | 641 | 641 | ||||||||
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% | |||||||||
Liability on stock settled debt | $ 360,258 | $ 11,656,833 | ||||||||
Number of shares issued for conversion | 2,051,282 | |||||||||
Value of shares issued for conversion | $ 400,000 | |||||||||
Issuance Price per share | $ 0.195 | |||||||||
Net loan amount funded | $ 250,000 | |||||||||
Treaty Agreement [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Convertible notes, net of debt discount | $ 25,000 |
The following table provides ba
The following table provides balances of customer receivables and contract liabilities (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Customer Deposits Contract Receivables And Contract Liabilities | ||
Customer receivables (1) | ||
Contract liabilities (Customer deposits) (1), (2) (a), (b), (c) | $ 181,000 | $ 209,000 |
CUSTOMER DEPOSITS, CONTRACT R_3
CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Details Narrative) - USD ($) | Jul. 11, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Oct. 06, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||||
Customer deposits received | $ 181,000 | $ 209,000 | |||
Income relative to the contract | 3,000 | ||||
Retrurn amount of paid deposit | 25,000 | ||||
Deferred revenue | $ 132,000 | ||||
Revenues | 3,000 | $ 78,000 | |||
Deferred income | $ 51,000 | ||||
Sponsorship Marketing Agreement [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Revenue from related parties | $ 100,000 | ||||
Revenue due from to related party | 65,000 | ||||
Revenue remaining performance obligation | 35,000 | ||||
Proceeds from deposits from customers | $ 130,000 |
The following amounts are inclu
The following amounts are included in debt to related party (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Beginning Balance, debt related party | $ 1,217,579 | |
Payments on loan | (151,854) | |
Balance, debt related party | 1,065,725 | |
Balance at March 31, 2022 | $ 1,065,725 | $ 1,065,725 |
The following amounts are inc_2
The following amounts are included in related party payables (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 221,203 | $ 179,769 |
Coleman Smith, President [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 2,242 | 3,946 |
Interest Payable [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 68,851 | 55,713 |
ELOC Holdings Corp. [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 150,000 | 120,000 |
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 | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | 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 | ||||||
Payment down of principal amount | $ 11,854 | $ 151,854 | |||||
Terrence Flowers [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to note payable | $ 11,000 | $ 11,110 | |||||
Due amount | 110 | ||||||
E L O C [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Annual principal payment | $ 1,217,579 | ||||||
Accrued management fee | 30,000 | ||||||
Management fees | 90,000 | ||||||
Coleman Smith, President [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest expense | 13,138 | $ 15,308 | |||||
Coleman Smith [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Management fees | $ 30,000 |
Schedule of Default Judgement (
Schedule of Default Judgement (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
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 ($) | Nov. 03, 2021 | Apr. 02, 2019 | Apr. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Apr. 25, 2021 | Sep. 14, 2020 |
Litigation, unpaid invoice to service | $ 61,899 | ||||||
Litigation settlement amount | $ 16,282 | ||||||
Outstanding of claim amount | $ 2,420 | ||||||
Remained outstanding balance | 54,738 | $ 54,738 | |||||
Annual initial payment | $ 94,000 | ||||||
Common Stock, Shares | 16,666,667 | ||||||
Maximum commited amount for stock | $ 5,000,000 | ||||||
Commitment price per share | $ 0.30 | ||||||
Number of common stock issued, amount | $ 22,400 | ||||||
World Amber Corporation [Member] | |||||||
Number of common stock issued, amount | $ 100,000 | ||||||
Number of common stock issued, shares | 333,334 | ||||||
Issuance Price per share | $ 0.30 |
Future minimum lease payments i
Future minimum lease payments in respect of the above leases (Details) | Mar. 31, 2022USD ($) |
Operating Lease | |
2022 | $ 85,709 |
2023 | 127,556 |
2024 | 133,014 |
2025 | 138,472 |
2026 | 143,931 |
Remaining periods | 136,522 |
Total future minimum lease payments | 765,204 |
Less: imputed interest | (136,255) |
Total | 628,949 |
Current portion of operating lease | 77,270 |
Long term portion of operating lease | $ 551,679 |
OPERATING LEASE (Details Narrat
OPERATING LEASE (Details Narrative) | 1 Months Ended |
May 19, 2021USD ($) | |
Operating Lease | |
Basic month of first year | $ 9,097 |
Basic rent after six months of lease | 9,487 |
Approximate rent end of the year | $ 10,592 |
fair value of the outstanding c
fair value of the outstanding common stock purchase warrants (Details) - Share Purchase Warrants [Member] | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Exercise Price | $ 1 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 279.00% |
Risk-free interest rate | 0.83% |
Stock Price | $ 1.99 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 293.00% |
Risk-free interest rate | 1.22% |
Stock Price | $ 2.40 |
summarizes information with res
summarizes information with respect to outstanding warrants to purchase common stock (Details) - Share Purchase Warrants [Member] | Mar. 31, 2022$ / sharesshares |
November Twenty Twent Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1 |
Number Outstanding | shares | 560,000 |
December Twenty Twent Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1 |
Number Outstanding | shares | 560,000 |
November Twenty Twent Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1 |
Number Outstanding | shares | 10,487 |
A summary of the warrant activi
A summary of the warrant activity (Details) - Share Purchase Warrants [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares outstanding Beginning balance | 1,130,487 |
Shares Grants | |
Weighted Average Shares Exercise Price, Grants | $ / shares | |
Shares Excercised | |
Weighted Average Exercise Price, Excercised | $ / shares | |
Shares Expired | |
Weighted Average Shares Exercise Price, Expired | $ / shares | |
Shares Outstanding Ending Balance | 1,130,487 |
Weighted Average Shares Exercise Price, Outstanding, ending balance | $ / shares | $ 1 |
Shares Excercisable | 1,130,487 |
Weighted Average Shares Exercise Price, Excercisable | $ / shares | $ 1 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Nov. 11, 2021 | Dec. 31, 2021 | Mar. 31, 2022 |
Class of Stock [Line Items] | |||
Common Stock, shares authorized | 500,000,000 | 500,000,000 | |
Common Stock, par value | $ 0.001 | $ 0.001 | |
Shares issued as financing costs | $ 22,400 | ||
Common Stock, shares issued | 25,177,973 | 25,188,742 | |
Common Stock, shares outstanding | 25,177,973 | 25,188,742 | |
Number of shares issued in the time of conversion, shares | 10,487 | 1,120,000 | |
Number of shares issued in the time of conversion | $ 25,141 | $ 503,973 | |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares issued as financing costs, shares | 10,769 | ||
Shares issued as financing costs | $ 11 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, par value | $ 0.004 | $ 0.004 | |
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] | |||
Class of Stock [Line Items] | |||
Preferred Stock, shares authorized | 1 | 1 | |
Preferred Stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 1 | 1 | |
Preferred stock, shares outstanding | 1 | 1 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Apr. 07, 2022 | Apr. 04, 2022 | May 03, 2022 |
Mast Hill Fund L P [Member] | |||
Subsequent Event [Line Items] | |||
Convertible promissory note | $ 365,000 | ||
Number of shares issued for conversion of promissory note | 365,000 | ||
Issuance price per share | $ 1 | ||
Amount of promissory note for conversion | $ 321,500 | ||
Convertible note, debt discount | 36,500 | ||
Legal fee | $ 7,000 | ||
Acorn Management Partners L L C [Member] | |||
Subsequent Event [Line Items] | |||
Professional relation description | the Company will pay Acorn $11,500 per month, and issue, or cause to be issued, $120,000 worth of the Company’s restricted common stock in three tranches, total shares equivalent to $60,000 for the first six month period and total shares equivalent to $30,000 for each of the remaining two three-month periods | ||
William Coleman Smith [Member] | |||
Subsequent Event [Line Items] | |||
Promissory note | $ 50,000 |