Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | AMERICAN INTERNATIONAL HOLDINGS CORP. |
Entity Central Index Key | 0001300524 |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | |||
Cash and equivalents | $ 437,909 | $ 25,144 | $ 1,204,411 |
Inventory | 3,840 | ||
Prepayment and deposits | 5,365 | 3,333 | 339,306 |
Assets of discountinued operations | 12,760 | 10,061 | 96,997 |
TOTAL CUURENT ASSETS | 459,874 | 38,538 | 1,640,714 |
NON-CURRENT ASSETS | |||
Property and equipment, net of accumulated depreciation of $5,309 and $4,238 and $0 | 17,783 | 18,854 | |
Right-of-use asset - operating lease | 81,437 | 87,653 | |
Rent deposits | 7,399 | 6,832 | |
Assets of discontinued operations | 103,448 | 113,645 | 551,762 |
NET NON-CURRENT ASSETS | 210,067 | 226,984 | 551,762 |
TOTAL ASSETS | 669,941 | 265,522 | 2,192,477 |
CURRENT LIABILITIES | |||
Accounts payable and accrued liabilities | 6,810 | 18,026 | 56,211 |
Accrued interest payable | 34,676 | 42,195 | 41,824 |
Accrued compensation - related parties | 151,500 | 154,500 | 58,500 |
Right-of-use liability - operating lease | 81,437 | 24,138 | |
Convertible notes payable, net of debt discount of $959,303 and $370,923 and $282,144 | 87,447 | 74,827 | 144,106 |
Loans payable to related parties | 129,726 | 25,392 | 84,346 |
Loans payable | 55,000 | 55,000 | 30,000 |
Derivative liabilities | 2,040,383 | 517,366 | 458,745 |
Billing in excess of costs and estimated earnings | 1,657,998 | ||
Net liabilities of discontinued operations | 535,978 | 566,552 | 419,680 |
TOTAL CURRENT LIABILITIES | 3,122,957 | 1,477,996 | 2,951,410 |
LONG-TERM LIABILITIES | |||
Right-of-use liability - operating lease | 63,515 | ||
Convertible notes payable, net of debt discount of $0 and $78,482 and $0 | 5,018 | ||
Long-term debt - related parties | 110,000 | 350,000 | |
TOTAL LONG-TERM LIABILITIES | 178,533 | 350,000 | |
TOTAL LIABILITIES | 3,122,957 | 1,656,529 | 3,301,410 |
STOCKHOLDERS' DEFICIT | |||
Preferred stock, value | |||
Common stock, value | 7,257 | 5,507 | 2,721 |
Treasury stock, at cost; | (3,894) | (3,894) | (103,537) |
Common stock payable | 25,000 | ||
Additional paid in capital | 15,475,885 | 9,167,038 | 2,186,651 |
Accumulated deficit | (17,932,264) | (10,559,658) | (3,219,768) |
TOTAL STOCKHOLDERS' DEFICIT | (2,453,016) | (1,391,007) | (1,108,933) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 669,941 | $ 265,522 | $ 2,192,477 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accumulated depreciation of property and equipment | $ 5,309 | $ 4,238 | $ 0 |
Debt discount, current | 959,303 | 370,923 | 282,144 |
Debt discount, noncurrent | $ 0 | $ 78,482 | $ 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1 | 1 | 0 |
Preferred stock, shares outstanding | 1 | 1 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 195,000,000 | 195,000,000 | 195,000,000 |
Common stock, shares issued | 72,563,766 | 55,066,855 | 27,208,356 |
Common stock, shares outstanding | 72,563,766 | 55,066,855 | 27,208,356 |
Loans Payable to Related Parties [Member] | |||
Debt discount, current | $ 0 | $ 69,126 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||||
Revenues | $ 9,133 | $ 3,296,583 | $ 5,797,629 | $ 1,699,886 |
Cost of revenues | 3,500 | 2,151,169 | 4,852,631 | 1,519,941 |
Gross profit | 5,633 | 1,145,414 | 944,998 | 179,945 |
Operating expenses | ||||
General and administrative expenses | 5,334,689 | 1,055,161 | 4,329,730 | 3,044,851 |
Total operating expenses | 5,334,689 | 1,055,161 | 4,329,730 | 3,044,851 |
Income (loss) from operations | (5,329,056) | 90,253 | (3,384,732) | (2,864,906) |
Other income (expenses) | ||||
Interest expense | (104,519) | (25,067) | (219,202) | (60,862) |
Amortization of debt discount | (940,102) | (69,168) | (777,964) | (76,230) |
Change in derivative liabilities | (923,258) | (26,937) | (107,574) | (147,495) |
Impairment loss | (605,488) | |||
Settlement loss | (58,059) | (1,041,445) | ||
Other income | 300 | 300 | 17,733 | |
Total other income (expense) | (2,025,938) | (120,872) | (2,751,373) | (266,854) |
Income (loss) before income taxes | (7,354,994) | (30,619) | ||
Income taxes | ||||
Net (loss) from continuing operations | (7,354,994) | (30,619) | (6,136,105) | (3,131,760) |
Discontinued operations: | ||||
Loss from discontinued operations | (17,612) | (99,293) | (1,203,785) | (80,488) |
Total discontinued operations | (17,612) | (99,293) | (1,203,785) | (80,488) |
Net loss | $ (7,372,606) | $ (129,912) | $ (7,339,890) | $ (3,212,248) |
Basic and diluted income (loss) per share | ||||
Continuing operations | $ (0.11) | $ 0 | $ (0.17) | $ (0.12) |
Discontinued operations | $ 0 | $ 0 | $ (0.03) | $ 0 |
Weighted average number of shares outstanding | ||||
Basic and diluted | 64,782,363 | 27,794,093 | 35,456,109 | 25,622,733 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock A [Member] | Preferred Stock B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Payable [Member] | Retained Earnings (Deficit) [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2018 | $ 1,800 | $ 336 | $ (7,520) | $ (5,384) | ||||
Balance, shares at Dec. 31, 2018 | 18,000,000 | |||||||
Effect of Reverse Merger April 12, 2019 | $ 1,093 | (15,885) | (3,894) | (18,686) | ||||
Effect of Reverse Merger April 12, 2019, shares | 10,933,356 | |||||||
Imputed interest | 8,995 | 8,995 | ||||||
Issuance of common shares under private placement | $ 10 | 9,990 | 10,000 | |||||
Issuance of common shares under private placement, shares | 100,000 | |||||||
Cancellation of common shares for long-term debt | $ (425) | (249,932) | (99,643) | (350,000) | ||||
Cancellation of common shares for long-term debt, shares | (4,250,000) | |||||||
Issuance of common shares for discount on loan | $ 15 | 104,985 | 105,000 | |||||
Issuance of common shares for discount on loan, shares | 150,000 | |||||||
Issuance of common shares for licensing agreement | $ 25 | 24,975 | 25,000 | |||||
Issuance of common shares for licensing agreement, shares | 250,000 | |||||||
Issuance of shares for services | $ 203 | 2,303,187 | 2,303,390 | |||||
Issuance of shares for services, shares | 2,025,000 | |||||||
Issuance of common shares for note conversion and settlement | 25,000 | 25,000 | ||||||
Issuance of common shares for note conversion and settlement, shares | ||||||||
Net (loss) | (3,212,248) | (3,212,248) | ||||||
Balance at Dec. 31, 2019 | $ 2,721 | 2,186,651 | 25,000 | (3,219,768) | (103,537) | (1,108,933) | ||
Balance, shares at Dec. 31, 2019 | 27,208,356 | |||||||
Imputed interest | 1,051 | 1,051 | ||||||
Issuance of common shares under private placement | $ 13 | 71,487 | (25,000) | 46,500 | ||||
Issuance of common shares under private placement, shares | 131,250 | |||||||
Cancellation of common shares for long-term debt | $ (65) | (38,935) | 39,000 | |||||
Cancellation of common shares for long-term debt, shares | (650,000) | |||||||
Issuance of common shares for debt settlement | $ 9 | 54,991 | 55,000 | |||||
Issuance of common shares for debt settlement, shares | 91,250 | |||||||
Issuance of shares for services - related parties | ||||||||
Issuance of shares for services - related parties, shares | 1 | |||||||
Issuance of shares for services | $ 136 | 639,864 | 640,000 | |||||
Issuance of shares for services, shares | 1,357,142 | |||||||
Net (loss) | (129,912) | (129,912) | ||||||
Balance at Mar. 31, 2020 | $ 2,814 | 2,915,109 | (3,349,680) | (64,537) | (496,294) | |||
Balance, shares at Mar. 31, 2020 | 1 | 28,137,998 | ||||||
Balance at Dec. 31, 2019 | $ 2,721 | 2,186,651 | 25,000 | (3,219,768) | (103,537) | (1,108,933) | ||
Balance, shares at Dec. 31, 2019 | 27,208,356 | |||||||
Imputed interest | 3,345 | 3,345 | ||||||
Issuance of common shares under private placement | $ 13 | 71,487 | (25,000) | 46,500 | ||||
Issuance of common shares under private placement, shares | 131,250 | |||||||
Cancellation of treasury stock | $ (165) | (99,478) | 99,643 | |||||
Cancellation of treasury stock, shares | (1,650,000) | |||||||
Issuance of shares for services - related parties | $ 600 | 1,559,400 | 1,560,000 | |||||
Issuance of shares for services - related parties, shares | 1 | 6,000,000 | ||||||
Issuance of shares for services | $ 238 | 1,300,575 | 1,300,813 | |||||
Issuance of shares for services, shares | 2,377,142 | |||||||
Reclassification of derivative liabilities due to note conversion | 907,551 | 907,551 | ||||||
Issuance of Series B preferred shares for In investment, Process Research and Development | $ 50 | 605,438 | 605,488 | |||||
Issuance of Series B preferred shares for In investment ,Process Research and Development, shares | 500,000 | |||||||
Issuance of common shares for Series B preferred shares conversion | $ (50) | $ 208 | (158) | |||||
Issuance of common shares for Series B preferred shares conversion, shares | (500,000) | 2,083,333 | ||||||
Issuance of common shares for note conversion and settlement | $ 1,892 | 2,632,227 | 2,634,119 | |||||
Issuance of common shares for note conversion and settlement, shares | 18,916,774 | |||||||
Net (loss) | (7,339,890) | (7,339,890) | ||||||
Balance at Dec. 31, 2020 | $ 5,507 | 9,167,038 | (10,559,658) | (3,894) | (1,391,007) | |||
Balance, shares at Dec. 31, 2020 | 1 | 55,066,855 | ||||||
Imputed interest | 539 | 539 | ||||||
Issuance of common shares under private placement | $ 20 | 99,980 | 100,000 | |||||
Issuance of common shares under private placement, shares | 200,000 | |||||||
Issuance of common shares for debt settlement | $ 71 | 119,454 | 119,525 | |||||
Issuance of common shares for debt settlement, shares | 708,750 | |||||||
Issuance of shares for services - related parties | $ 650 | 2,510,000 | 2,510,650 | |||||
Issuance of shares for services - related parties, shares | 6,500,000 | |||||||
Issuance of shares for services | $ 530 | 1,712,210 | 1,712,740 | |||||
Issuance of shares for services, shares | 5,300,000 | |||||||
Reclassification of derivative liabilities due to note conversion | 763,241 | 763,241 | ||||||
Issuance of Series B preferred shares for In investment, Process Research and Development | $ 50 | 601,802 | 601,852 | |||||
Issuance of Series B preferred shares for In investment ,Process Research and Development, shares | 500,000 | |||||||
Issuance of common shares for Series B preferred shares conversion | $ (50) | $ 206 | (156) | 0 | ||||
Issuance of common shares for Series B preferred shares conversion, shares | (500,000) | 2,057,613 | ||||||
Issuance of common shares for note conversion and settlement | $ 273 | 501,777 | 502,050 | |||||
Issuance of common shares for note conversion and settlement, shares | 2,730,548 | |||||||
Net (loss) | (7,372,606) | (7,372,606) | ||||||
Balance at Mar. 31, 2021 | $ 7,257 | $ 15,475,885 | $ (17,932,264) | $ (3,894) | $ (2,453,016) | |||
Balance, shares at Mar. 31, 2021 | 1 | 72,563,766 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income (loss) | $ (7,372,606) | $ (129,912) | $ (7,339,890) | $ (3,212,248) |
Adjustments to reconcile net income (loss) to net cash (used in) operating activities: | ||||
Amortization of debt discount | 940,102 | 69,168 | 777,964 | 76,230 |
Change in derivative liabilities | (433,181) | 26,937 | 107,574 | 147,495 |
Depreciation | 5,365 | 10,337 | 55,280 | 19,744 |
Convertible notes issued for services rendered | 75,000 | |||
Derivatives expenses | 1,356,439 | |||
Imputed interest expense | 539 | 1,051 | 3,345 | 8,995 |
Loss on disposal | 5,902 | 10,337 | ||
Loss on loans settlement | 58,059 | 1,041,445 | ||
Impairment loss | 605,488 | |||
Non-cash lease expense | 6,216 | 41,805 | 123,014 | 88,058 |
Stock issued for services rendered | 4,223,390 | 640,000 | 2,860,813 | 2,303,390 |
Stock issued for in process research and development | 601,852 | |||
(Increase) decrease in operating assets: | ||||
Inventory | (3,536) | (13,410) | 3,853 | 1,327 |
Prepaid expenses | 1,000 | (104,030) | 362,187 | (346,654) |
(Decrease) increase in operating liabilities: | ||||
Accounts payable | (29,790) | (27,647) | 36,131 | 58,102 |
Accrued interest payable | 998 | 22,630 | 212,690 | 42,564 |
Accrued compensation - related parties | (3,000) | 12,000 | 96,000 | 58,488 |
Lease Liabilities, net | (6,216) | (44,893) | (162,520) | (82,487) |
Rent Deposit | (3,599) | (26,893) | (26,893) | 4,433 |
Billing in excess of costs and estimated earnings | (1,283,506) | (1,657,998) | 1,657,998 | |
NET CASH (USED IN) OPERATING ACTIVITIES | (652,066) | (796,026) | (2,155,944) | 900,435 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Cash paid for license | (70,000) | |||
Capital expenditures for property and equipment | (43,966) | (27,392) | (33,554) | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | (43,966) | (27,392) | (103,554) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from borrowings - related parties | 9,820 | 11,919 | 165,571 | |
(Repayment) to borrowings - related parties | (27,486) | (41,077) | (40,000) | (121,038) |
Proceeds from borrowings | 1,363,000 | 150,000 | 960,250 | 370,000 |
(Repayment) to capital leases | (16,068) | |||
(Repayment) to borrowings | (15,421) | |||
(Repayment) to borrowings | (377,500) | (2,500) | (6,500) | |
Proceeds from sales of stock | 100,000 | 46,500 | 46,500 | 35,000 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 1,067,834 | 152,923 | 947,180 | 443,033 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 415,768 | (687,069) | (1,236,136) | 1,239,914 |
CASH AND CASH EQUIVALENTS: Beginning of period | 22,574 | 1,258,710 | 1,258,710 | 18,796 |
CASH AND CASH EQUIVALENTS: End of period | 438,342 | 571,641 | 22,574 | 1,258,710 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for income taxes | ||||
Cash paid for interest | 106,677 | 2,394 | 2,674 | 27,352 |
Non-cash transactions: | ||||
Common shares issued for notes conversion | 502,050 | 55,000 | 1,282,386 | |
Related party's note settled in shares | 225,000 | 109,278 | ||
Common shares issued for loan settlement | 111,466 | 86,771 | ||
Stock payable | 25,000 | |||
Cancellation of common shares | 39,000 | 99,643 | ||
Settlement of derivative liabilities | 763,241 | 907,551 | ||
Issuance of Series B for investment | 605,488 | |||
Equipment purchases financed with long-term debt | 37,027 | |||
Common shares issued for notes payable | 350,000 | |||
Common shares issued for licensing agreement | 25,000 | |||
Common shares issued for debt inducement | 105,000 | |||
Note issued for acquisition | 75,000 | |||
Reverse acquisition | 18,686 | |||
Discounts on convertible notes | (1,450,000) | 148,665 | 876,098 | 311,250 |
Lease Inception | $ 348,279 | $ 348,279 | $ 355,540 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1 - Basis of Presentation The accompanying unaudited condensed financial statements of American International Holdings Corp. (“ AMIH Company GAAP The accompanying unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2020. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Impact of COVID-19 Pandemic on Consolidated Financial Statements. COVID-19 As of the date of this report, our operations are limited, and consist mainly of American International Holdings Corp, Capitol City Solutions USA, Inc., ZipDoctor, Inc., EPIQ MD, Inc. Moving forward, economic recessions, including those brought on by the COVID-19 outbreak may have a negative effect on the demand for our services and our operating results. All of the above may be exacerbated in the future as the COVID-19 outbreak and the governmental responses thereto continues. |
Organization, Ownership and Bus
Organization, Ownership and Business | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization, Ownership and Business | Note 2 - Organization, Ownership and Business Prior to May 31, 2018, the Company was a 93.2% owned subsidiary of American International Industries, Inc. (“ American AMIN On April 12, 2019, the Company entered into a Share Exchange Agreement (the “ Agreement Novopelle Novopelle On April 28, 2020, the Company incorporated a wholly-owned subsidiary, ZipDoctor, Inc. (“ ZipDoctor On May 15, 2020, the Company entered into a Securities Purchase Agreement (the “ SPA GCN Life Guru The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: VISSIA McKinney, LLC (f/k/a Novopelle Diamond, LLC), VISSIA Waterway, Inc. (f/k/a Novopelle Waterway, Inc.), Novopelle Tyler, Inc., Legend Nutrition, Inc., Capitol City Solutions USA, Inc. EPIQ MD, Inc., ZipDoctor, Inc., and its majority owned subsidiary, Life Guru, Inc. All significant intercompany transactions and balances have been eliminated in consolidation. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | Note 3 - Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“ FASB In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (ASU 2016-02). The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption for its leases. For those leases with a lease term of 12 months or less, the Company will not recognize right-of-use (ROU) assets or lease liabilities. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception EPS In August 2018, the FASB issued ASU No. 2018-13, “ Fair Value Measurement (Topic 820). In December 2019, the FASB issued ASU No. 2019-12, “ Simplifying the Accounting for Income Taxes (Topic 740) In June 2018, the FASB issued ASU 2018-07, “ Compensation – Stock Compensation (Topic 718) In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) ASU 2020-06 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 – Summary of Significant Accounting Policies Organization, Ownership and Business Prior to May 31, 2018, the Company was a 93.2% owned subsidiary of American International Industries, Inc. (“ American AMIN On April 12, 2019, the Company entered into a Share Exchange Agreement (the “ Agreement Novopelle Novopelle On April 28, 2020, the Company incorporated a wholly-owned subsidiary, ZipDoctor, Inc. (“ ZipDoctor On May 15, 2020, the Company entered into a Securities Purchase Agreement (the “ SPA GCN Life Guru Impact of COVID-19 Pandemic on Consolidated Financial Statements. COVID-19 Moving forward, we expect to deal with the loss of available employees due to health concerns which in the future may limit our ability to operate. Separately, economic recessions, including those brought on by the COVID-19 outbreak may have a negative effect on the demand for our services and our operating results. We have also experienced delays due to the COVID-19 outbreak in receiving products and supplies which we need to operate. All of the above may be exacerbated in the future as the COVID-19 outbreak and the governmental responses thereto continues. Furthermore, all of the above may be exacerbated due to the fact that all of our operations currently take place in the state of Texas, which has recently experienced some of the largest increases in the number of cases of, and the number of hospitalizations related to, COVID-19. Principles of Consolidation The consolidated financial statements include the accounts of AMIH and its wholly-owned subsidiaries: VISSIA McKinney, LLC (f/k/a Novopelle Diamond, LLC), VISSIA Waterway, Inc. (f/k/a Novopelle Waterway, Inc.), Legend Nutrition, Inc., Capitol City Solutions USA, Inc. and EPIQ MD, Inc. VISSIA Waterway, Inc., VISSIA McKinney LLC and Legend Nutrition (collectively referred to as “Discontinued Subsidiaries”) have been presented as discontinued operations in the accompanying consolidated financial statements. All significant intercompany transactions and balances have been eliminated in consolidation. Reclassifications Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented. Cash Equivalents Highly liquid investments with original maturities of three months or less are considered cash equivalents. There are no cash equivalents at December 31, 2020 and December 31, 2019. The Company maintains the majority of its cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. From time to time, cash in deposit accounts may exceed the FDIC limits, the excess would be at risk of loss for purposes of the statement of cash flows. Inventory Inventory consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. Total Value of Finished goods inventory as of December 31, 2020 and 2019 was $12,631 and $16,484, respectively, from discontinued operations. The Company had no inventory from continuing operations as of December 31, 2020 and 2019, respectively. No allowance was necessary as of December 31, 2020 and 2019. Net Loss Per Common Share We compute net income (loss) per share in accordance with ASC 260, Earning per Share Property, Plant, Equipment, Depreciation, Amortization and Long-Lived Assets Long-lived assets include: Property, Plant and Equipment – Assets acquired in the normal course of business are recorded at original cost and may be adjusted for any additional significant improvements after purchase. We depreciate the cost evenly over the assets’ estimated useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Depreciable life Residual value Machinery and Equipment 5 years 0 % Furniture and fixture 7 years 0 % Computer and software 3 years 0 % Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, with any resultant gain or loss being recognized as a component of other income or expense. Identifiable intangible assets – These assets are recorded at acquisition cost. Intangible assets with finite lives are amortized evenly over their estimated useful lives. At least annually, we review all long-lived assets for impairment. When necessary, we record changes for impairments of long-lived assets for the amount by which the present value of future cash flows, or some other fair value measure, is less than the carrying value of these assets. If the carrying amount of a reporting unit exceeds its fair value, we measure the possible goodwill impairment based upon an allocation of the estimate of fair value of the reporting unit to all of the underlying assets and liabilities of the reporting unit, including any previously unrecognized intangible assets (Step Two Analysis). The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities (“carrying amount”) is the implied fair value of goodwill. Goodwill and indefinite-lived brands are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believe such assumptions are also comparable to those that would be used by other marketplace participants. Fair value of financial instruments The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. Our financial instruments include cash, inventories, prepayment and deposits, accounts payable, accrued liabilities, accrued interest payable, accrued compensation, convertible note payable, loans payable, derivative liabilities and billing in excess of costs and estimated earnings. The carrying values of the Company’s cash, inventories, prepayment and deposits, accounts payable, accrued liabilities, accrued interest payable, accrued compensation, convertible note payable, short-term loans payable, derivative liabilities and billing in excess of costs and estimated earnings approximate their fair value due to their short-term nature. The Company’s convertible note payable are measured at amortized cost. The derivative liabilities are stated at their fair value as a level 3 measurement. The Company used the Lattice Model to determine the fair values of these derivative liabilities. See Note 10 and Note 11 for the Company’s assumptions used in determining the fair value of these financial instruments. Convertible notes payable The Company accounts for convertible notes payable in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging, since the conversion feature is not indexed to the Company’s stock and can’t be classified in equity. The Company allocates the proceeds received from convertible notes payable between the liability component and conversion feature component. The conversion feature that is considered embedded derivative liabilities has been recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company has also recorded the resulting discount on debt related to the conversion feature and is amortizing the discount using the effective interest rate method over the life of the debt instruments. Derivative liabilities The Company accounts for derivative liabilities in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires companies to recognize all derivative liabilities in the balance sheet at fair value, and marks it to market at each reporting date with the resulting gains or losses shown in the Statement of Operations. Management’s Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these estimates. Concentration and Risks The Company’s operations are subject to risks including financial, operational, regulatory and other risks including the potential risk of business failure. For the year ended December 31, 2020, 99.9% of the Company’s revenues from continuing operations were derived from two major customers in connection with the construction contracts. Revenue Recognition The Company recognizes revenue in according with Accounting Standards Codification (ASC) Topic 606. The underlying principle is that the Company recognize revenue to depict the transfer of promised goods and services to customers in an amount that they expect to be entitled to in the exchange for goods and services provided. A five-step process has been designed for the individual or pools of contracts to keep financial statements focused on this principle. Revenues from fixed-price and cost-plus contracts are recognized on the percentage of completion method, whereby revenues on long-term contracts are recorded on the basis of the Company’s estimates of the percentage of completion of contracts based on the ratio of actual cost incurred to total estimated costs. This cost-to-cost method is used because management considers it to be the best available measure of progress on these contacts. Revenues from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned, measured on the cost-to-cost method. Revenues from time-and-material and rate chart contracts are recognized currently as work is performed. Revenues from maintenance service contracts are recognized on a straight-line basis over the life of the contract once the Company has an agreement, service has begun, the price is fixed or determinable and collectability is reasonably assumed. Cost of revenues include all direct material, sub-contractor, labor and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Claims for additional contract revenue are recognized when realization of the claim is probable and the amount can be reasonably determined. Stock based compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On July 27, 2018, the inception date, the Company adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. Income Taxes The Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. A material related party transaction has been identified in Note 11 in the financial statements. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“ FASB In August 2018, the FASB issued ASU No. 2018-13, “ Fair Value Measurement (Topic 820). In December 2019, the FASB issued ASU No. 2019-12, “ Simplifying the Accounting for Income Taxes (Topic 740) In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) ASU 2020-06 |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 4 – Property and Equipment Property and equipment from continuing operations were as follows at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Leasehold improvements 4,262 4,262 Furniture & fixtures 18,830 18,830 23,092 23,092 Less accumulated depreciation and amortization 5,309 4,238 Net property and equipment $ 17,783 $ 18,854 Property and equipment from discontinued operations were as follows at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Leasehold improvements $ - $ - Furniture & fixtures 11,072 11,072 Equipment 78,017 83,917 89,089 94,989 Less accumulated depreciation and amortization 10,478 6,184 Net property and equipment $ 78,611 $ 88,805 As a result of discontinued operations, the leasing equipment of $67,336 was returned in the first quarter of 2021, loss of $5,902 on disposition and no liabilities were due currently. Depreciation and amortization expense from continuing operations for the three months ended March 31, 2021 and 2020 was $1,071 and $932, respectively. Depreciation and amortization expense from discontinued operations for the three months ended March 31, 2021 and 2021 was $4,294 and $9,406, respectively. | Note 2 – Property and Equipment Property and equipment from continuing operations were as follows at December 31, 2020 and 2019: December 31, December 31, 2020 2019 Leasehold improvements 4,262 - Furniture & fixtures 18,830 - 23,092 - Less accumulated depreciation and amortization 4,238 - Net property and equipment $ 18,854 $ - Property and equipment from discontinued operations were as follows at December 31, 2020 and 2019: December 31, December 31, 2020 2019 Leasehold improvements $ - $ 102,264 Furniture & fixtures 11,072 23,115 Equipment 83,917 49,180 94,989 174,559 Less accumulated depreciation and amortization 6,184 19,744 Net property and equipment $ 88,805 $ 154,815 As a result of discontinued operations, the leasing equipment of $67,336 was returned in the first quarter of 2021 and the related liabilities were released. Depreciation and amortization expense from continuing operations for the years ended December 31, 2020 and 2019 was $4,238 and $0, respectively. Depreciation and amortization expense from discontinued operations for the years ended December 31, 2020 and 2019 was $55,280 and $19,744, respectively. |
Asset Purchase Agreement
Asset Purchase Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Asset Purchase Agreement | |
Asset Purchase Agreement | Note 3 – Asset Purchase Agreement On October 18, 2019, Legend Nutrition, Inc. (“Legend”), a wholly owned subsidiary of the Company entered into an Asset Purchase Agreement with David Morales (the “Asset Purchase Agreement”) to acquire all of the assets associated with and related to a retail vitamin, supplements and nutrition store located in McKinney, TX previously doing business as “Ideal Nutrition”. Pursuant to the Asset Purchase Agreement, Legend purchased a variety of assets including software, contracts, bank and merchant accounts, products, inventory, computers, security systems and other intellectual properties (the “Assets”). For consideration of the Assets, Legend issued to Mr. Morales a promissory note in the amount of Seventy-Five Thousand US Dollars ($75,000) bearing an interest rate of five percent (5%) per annum and with a maturity date of one year (the “Promissory Note”). As of December 31, 2020, the promissory note is fully converted. During 2021, the Company discontinued operation of Legend. The assets acquired pursuant to the Asset Purchase Agreement, such as property and equipment of $16,303 and goodwill of $29,689 have been fully impaired. |
Goodwill
Goodwill | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | Note 5 – Goodwill As of March 31, 2021, the goodwill in connection with the acquisition of the assets in October 2019 associated with and related to a retail vitamin, supplements and nutrition store located in McKinney, Texas was $0. Goodwill is not amortized, but is evaluated for impairment annually or when indicators of a potential impairment are present. The annual evaluation for impairment of goodwill is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants. The Company determined impairment adjustment was necessary for the year ended December 31, 2020, since the goodwill was not substantiating a future cash flow. Hence, goodwill of $29,689 was impaired in full during the fourth quarter of 2020. | Note 4 – Goodwill As of December 31, 2020, the goodwill in connection with the acquisition of the assets in October 2019 associated with and related to a retail vitamin, supplements and nutrition store located in McKinney, Texas was $0. Goodwill is not amortized, but is evaluated for impairment annually or when indicators of a potential impairment are present. The annual evaluation for impairment of goodwill is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants. The Company determined impairment adjustment was necessary for the year ended December 31, 2020, since the goodwill was not substantiating a future cash flow. Hence, goodwill of $29,689 was impaired in full during the fourth quarter of 2020. |
Licensing Agreement
Licensing Agreement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Licensing Agreement | ||
Licensing Agreement | Note 6 – Licensing Agreement On June 27 th Novo Medspa Exclusive License During the fourth quarter of 2019, the Company opened a new MedSpa location and paid Novo MedSpa a one-time cash payment of $30,000 as a new location fee pursuant to the exclusive license agreement. On May 13, 2020, the Company provided Novo Medspa with notice to terminate the June 27, 2019 License Agreement in pursuit of the Company’s desire to establish and develop its own brand and have the flexibility to offer additional products and services that are not currently available at Novopelle branded locations, which was effective immediately. Accordingly, the license of $95,000 was impaired in full during the second quarter of 2020. | Note 5 – Licensing Agreement On June 27 th Novo MedSpa Exclusive License During the fourth quarter of 2019, the Company opened a new MedSpa location and paid Novo MedSpa a one-time cash payment of $30,000 as a new location fee pursuant to the exclusive license agreement. On May 13, 2020, the Company provided Novo MedSpa with notice to terminate the June 27, 2019 License Agreement in pursuit of the Company’s desire to establish and develop its own brand and have the flexibility to offer additional products and services that are not currently available at Novopelle branded locations, which was effective immediately. Accordingly, the license of $95,000 was impaired in full during the second quarter of 2020. |
Other Assets
Other Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other Assets | Note 7 – Other assets On May 15, 2020, the Company executed a securities purchase agreement with Seller . LifeGuru owns and operates the LifeGuru.me website which is currently in development and is anticipated to be fully launched in the fourth quarter of 2020. In consideration for the purchase, the Company agreed to issue the Seller 500,000 shares of the Company’s Series B Preferred Stock at closing, which occurred on May 15, 2020. An additional u Milestone Termination Date (a) 500,000 Series B Preferred Stock shares upon completion of the fully operational LifeGuru.me website; (b) 500,000 Series B Preferred Stock shares upon such time as 300 coaches have signed up at LifeGuru.me; and (c) 500,000 Series B Preferred Stock shares upon such time as 1,000 coaches have signed up at LifeGuru.me. The fair value of 500,000 shares of the Company’s Series B Preferred Stock issued at closing, valued on such grant date was $605,488, which equaled the market price per common share on the grant multiplied by the equivalent number of common shares which would be issuable upon conversion of Series B Preferred Stock The Company did not recognize any liabilities related to the milestone shares due to the uncertainty surrounding such milestones as of December 31, 2020. The 51% owned subsidiary is a consolidated entity which requires the presentation of noncontrolling interest in the consolidated statements of operations for the three months ended March 31, 2021. As there was no activity for the entity as of March 31, 2021, no assets, liabilities or noncontrolling interest were presented at the period ended March 31, 2021. During the second quarter of 2021, the Company issued 500,000 Series B Preferred Stock shares for reaching the second milestone. The fair value of 500,000 shares of the Company’s Series B Preferred Stock issued at closing, valued on such grant date was $601,852, which equaled the market price per common share on the grant multiplied by the equivalent number of common shares which would be issuable upon conversion of Series B Preferred Stock. This amount was expensed as in process research and development. The Company did not recognize any liabilities related to the milestone shares due to the uncertainty surrounding such milestones. | Note 6 – Other assets On May 15, 2020, the Company executed a securities purchase agreement with Seller . LifeGuru owns and operates the LifeGuru.me website which is currently in development and is anticipated to be fully launched in the fourth quarter of 2020. In consideration for the purchase, the Company agreed to issue the Seller 500,000 shares of the Company’s Series B Preferred Stock at closing, which occurred on May 15, 2020. An additional u Milestone Termination Date (a) 500,000 Series B Preferred Stock shares upon completion of the fully operational LifeGuru.me website; (b) 500,000 Series B Preferred Stock shares upon such time as 300 coaches have signed up at LifeGuru.me; and (c) 500,000 Series B Preferred Stock shares upon such time as 1,000 coaches have signed up at LifeGuru.me. The fair value of 500,000 shares of the Company’s Series B Preferred Stock issued at closing, valued on such grant date was $605,488, which equaled the market price per common share on the grant multiplied by the equivalent number of common shares which would be issuable upon conversion of Series B Preferred Stock The Company did not recognize any liabilities related to the milestone shares due to the uncertainty surrounding such milestones. The 51% owned subsidiary is a consolidated entity which requires the presentation of noncontrolling interest in the consolidated statements of operations for the year ended December 31, 2020. As there was no activity for the entity as of December 31, 2020, no assets, liabilities or noncontrolling interest were presented at the period ended December 31, 2020. |
Capital Lease
Capital Lease | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Capital Lease | ||
Capital Lease | Note 8 – Capital lease On June 17, 2020, the Company entered into an agreement with a vendor to purchase equipment used in its spa operations. Pursuant to the agreement, the Company agreed to pay a total amount of $44,722 in 24 installments, or $1,819 per month plus tax. The outstanding balance of this capital lease was $34,987 as of March 31, 2021. Due to the discontinued operation, the Company returned equipment in the first quarter of 2021. The Company impaired $1,455 the asset down to the value of the liability. On July 14, 2020, the Company entered into an agreement with a vendor to purchase equipment used in its spa operations. Pursuant to the agreement, the Company agreed to pay a total amount of $44,722 in 24 installments, or $1,819 per month plus tax. The outstanding balance of this capital lease was $31,457 as of March 31, 2021. Due to the discontinued operation, the Company returned equipment in the first quarter of 2021. The Company impaired $5,991 the asset down to the value of the liability. | Note 7 – Capital lease On June 17, 2020, the Company entered into an agreement with a vendor to purchase equipment used in its spa operations. Pursuant to the agreement, the Company agreed to pay a total amount of $44,722 in 24 installments, or $1,819 per month plus tax. The outstanding balance of this capital lease was $34,987 as of December 31, 2020. Due to the discontinued operation, the Company returned equipment in the first quarter of 2021. The Company impaired $1,455 the asset down to the value of the liability. On July 14, 2020, the Company entered into an agreement with a vendor to purchase equipment used in its spa operations. Pursuant to the agreement, the Company agreed to pay a total amount of $44,722 in 24 installments, or $1,819 per month plus tax. The outstanding balance of this capital lease was $31,457 as of December 31, 2020. Due to the discontinued operation, the Company returned equipment in the first quarter of 2021. The Company impaired $5,991 the asset down to the value of the liability. |
Operating Right-of-Use Lease Li
Operating Right-of-Use Lease Liability | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating Right-of-Use Lease Liability | Note 9 – Operating Right-of-Use Lease Liability On January 1, 2019, the Company adopted Accounting Standards Update No. 2016-2, Leases (Topic 842), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosure surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. As of March 31, 2021, the Company had three (3) leasing agreements subject to Accounting Standards Codification (ASC) 842. Location 1 – Capitol City Solutions USA, Inc. On January 1, 2020, the Company recognized an operating right-of-use asset in the amount of $113,794 and an operating lease liability in the amount of $113,794 in connection with Location 1. The lease term is sixty-one (61) months and expires in January 2025. The following is a schedule, by year, of maturities of lease liabilities as of March 31, 2021: 2021 20,466 2022 27,288 2023 27,288 2024 27,288 2025 2,274 Total undiscounted cash flows 104,604 Less imputed interest (8%) (23,167 ) Present value of lease liability $ 81,437 Total rental expense related to this location for the three months ended March 31, 2021 was $6,822. The operating lease right-of-use asset net balance at December 31, 2020 related to this location was $81,437. Due to discontinued operations of VISSIA Waterway, Inc. and Vissia Mckinney LLC, the related right-of-use asset of $186,162 and $179,495, respectively, net of amortization was impaired in full, as of December 31, 2020. Legend Nutrition’s lease was up December 31, 2020, and the Company chose not to renew the lease, and closed the store. Hence, Legend Nutrition’s right-of use asset and liabilities are fully amortized as of December 31, 2020. Location 2 – VISSIA Mckinney, LLC On January 1, 2019, the Company recognized an operating right-of-use asset in the amount of $287,206 and an operating lease liability in the amount of $294,774 in connection with Location 1. The lease term is eighty-four (84) months and expires in November 2025. The following is a schedule, by year, of maturities of lease liabilities as of March 31, 2021: 2021 54,951 2022 55,854 2023 56,776 2024 57,715 2025 53,828 Total undiscounted cash flows 279,124 Less imputed interest (8%) (83,144 ) Present value of lease liability $ 195,980 Total rental expense related to this location for the three months ended March 31, 2021 was $0. The operating lease right-of-use asset net balance at March 31, 2021 related to this location was $0, which was impaired in full due to discontinue operations. Location 3 – VISSIA Waterway, Inc. On January 1, 2020, the Company recognized an operating right-of-use asset in the amount of $234,485 and an operating lease liability in the amount of $234,485 in connection with Location 2. The lease term is sixty (60) months and expires in December 2024. The following is a schedule, by year, of maturities of lease liabilities as of March 31, 2021: 2021 55,540 2022 57,206 2023 58,922 2024 60,690 Total undiscounted cash flows 232,358 Less imputed interest (8%) (49,529 ) Present value of lease liability $ 182,829 Total rental expense related to this location for the three months ended March 31, 2021 was $0. The operating lease right-of-use asset net balance at March 31, 2021 related to this location was $0, which was impaired in full due to discontinue operations. | Note 8 – Operating Right-of-Use Lease Liability On January 1, 2019, the Company adopted Accounting Standards Update No. 2016-2, Leases (Topic 842), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosure surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. As of December 31, 2020, the Company had three (3) leasing agreements subject to Accounting Standards Codification (ASC) 842. Location 1 – Capitol City Solutions USA, Inc. On January 1, 2020, the Company recognized an operating right-of-use asset in the amount of $113,794 and an operating lease liability in the amount of $113,794 in connection with Location 1. The lease term is sixty-one (61) months and expires in January 2025. The following is a schedule, by year, of maturities of lease liabilities as of December 31, 2020: 2021 27,288 2022 27,288 2023 27,288 2024 27,288 2025 2,274 Total undiscounted cash flows 111,426 Less imputed interest (8%) (23,773 ) Present value of lease liability $ 87,653 Total rental expense related to this location for the year ended December 31, 2020 was $27,288. The operating lease right-of-use asset net balance at December 31, 2020 related to this location was $87,653. Due to discontinued operations of VISSIA Waterway, Inc. and Vissia McKinney LLC, the related right-of-use asset of $186,162 and $179,495, respectively, net of amortization was impaired in full, as of December 31, 2020. Legend Nutrition’s lease was up December 31, 2020, and the Company chose not to renew the lease, and closed the store. Hence, Legend Nutrition’s right-of use asset and liabilities are fully amortized as of December 31, 2020. Location 2 – VISSIA McKinney, LLC On January 1, 2019, the Company recognized an operating right-of-use asset in the amount of $287,206 and an operating lease liability in the amount of $294,774 in connection with Location 1. The lease term is eighty-four (84) months and expires in November 2025. The following is a schedule, by year, of maturities of lease liabilities as of December 31, 2020: 2021 54,951 2022 55,854 2023 56,776 2024 57,715 2025 53,828 Total undiscounted cash flows 279,124 Less imputed interest (8%) (83,144 ) Present value of lease liability $ 195,980 Total rental expense related to this location for the year ended December 31, 2020 was $55,863. The operating lease right-of-use asset net balance at December 31, 2020 related to this location was $0, which was impaired in full due to discontinue operations. Location 3 – VISSIA Waterway, Inc. On January 1, 2020, the Company recognized an operating right-of-use asset in the amount of $234,485 and an operating lease liability in the amount of $234,485 in connection with Location 2. The lease term is sixty (60) months and expires in December 2024. The following is a schedule, by year, of maturities of lease liabilities as of December 31, 2020: 2021 55,540 2022 57,206 2023 58,922 2024 60,690 Total undiscounted cash flows 232,358 Less imputed interest (8%) (49,529 ) Present value of lease liability $ 182,829 Total rental expense related to this location for the year ended December 31, 2020 was $57,256. The operating lease right-of-use asset net balance at December 31, 2020 related to this location was $0. |
Accrued Compensation for Relate
Accrued Compensation for Related Parties | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | ||
Accrued Compensation for Related Parties | Note 10 – Accrued Compensation for Related Parties At March 31, 2021, accrued compensation was $151,500, representing cash compensation due to the Company’s executive officers for services rendered. | Note 9 – Accrued Compensation for Related Parties At December 31, 2020, accrued compensation was $154,500, representing cash compensation due to the Company’s executive officers for services rendered. |
Notes Payable
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Notes Payable | Note 11 – Notes Payable Notes payable represents the following at March 31, 2021: Note payable dated May 17, 2019 for $30,000, with interest at 5% per annum and due on April 30, 2020. The Note and accrued interest totaled $31,791 were settled by the issuance of 242,407 common shares of the Company at a price of $0.131 per share. The shares were valued at $0.33 per share based on the market price at the settlement date. Accordingly, the Company recorded loss on loan settlement of $48,203 during the year ended December 31, 2020. $ 30,000 Less: Settlement (30,000 ) 0 (1) Note payable to an individual dated July 8, 2019 for $40,000, with interest at 8% per annum and due on July 8, 2020. The Note is a convertible promissory note. The Note holder has the right to convert all or any portion of the principal amount and accrued interest due on the Note into the shares issued under the Company’s qualified Regulation A offering circular (the “ Offering Statement 40,000 (2) Note payable to a financial group dated August 26, 2019 for $75,000, with interest at 12% per annum and due on August 26, 2020. The Note is a convertible promissory note in the event of default. The Note holder has the right to convert all or any portion of the principal amount and accrued interest due on the Note into the shares of the Company at the price equal to 50% of the lowest trading price on the primary trading market on which the Company’s common stock is quoted for the last ten (10) trading days immediately prior to but not including the conversion date. 75,000 Less: conversion (75,000 ) 0 (3) Note payable dated October 15, 2019 for $75,000, with interest at 10% per annum and due on July 15, 2020. The Note is a convertible promissory note. The Note holder has the right to convert all or any portion of the principal amount and accrued interest due on the Note into the shares under the Offering Statement at the offering price. Furthermore, the Company issued 10,000 shares of the Company’s common stock to the unrelated party investor as further consideration to enter into the loan with the Company. During the year ended December 31, 2020, principal and accrued interest totaling $83,233 was converted into 1,503,883 common shares of the Company within the terms of the note. 75,000 Less: conversion (75,000 ) 0 (4) Note payable of $78,750 dated October 28, 2019 for cash of $75,000, with interest at 10% per annum and due on October 28, 2020. The Note is a convertible promissory note. The conversion price is equal to the lesser of (i) the price per share of common stock sold to investors in the Offering Statement ($0.50 per share), or (ii) a variable conversion price equal to 60% multiplied by the lowest trading price for the common stock during the ten (10) trading day period ending on the latest completed trading day prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $84,620 was converted into 1,119,309 common shares of the Company within the terms of the note during the year ended December 31, 2020. Accordingly, the unamortized discount as of the conversion date in the amount of $62,652 was expensed. 78,750 Less: conversion (78,750 ) 0 (5) Note payable of $78,750 dated October 28, 2019 for cash of $75,000, with interest at 10% per annum and due on October 28, 2020. The Note is a convertible promissory note. The conversion price equals the lesser of (i) the price per share of common stock sold to investors in the Offering Statement ($0.50 per share), or (ii) a variable conversion price equal to 60% multiplied by the lowest trading price for the common stock during the ten (10) trading day period ending on the latest completed trading day prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $84,529 was converted into 1,080,808 common shares of the Company within the terms of the note during the year ended December 31, 2020. Accordingly, the unamortized discount as of the conversion date in the amount of $57,130 was expensed. 78,750 Less: conversion (78,750 ) 0 (6) Note payable of $78,750 dated October 28, 2019 for cash of $75,000, with interest at 10% per annum and due on October 28, 2020. The Note is a convertible promissory note. The conversion price equals the lesser of (i) the price per share of common stock sold to investors in the Offering Statement ($0.50 per share), or (ii) a variable conversion price equal to 60% multiplied by the lowest trading price for the common stock during the ten (10) trading day period ending on the latest completed trading day prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $84,620 was converted into 1,119,309 common shares of the Company within the terms of the note during the year ended December 31, 2020. Accordingly, the unamortized discount as of the conversion date in the amount of $62,652 was expensed. 78,750 Less: conversion (78,750 ) 0 (7) On October 18, 2019, Legend Nutrition, Inc. (“ Legend Assets 75,000 Less: Settlement (75,000 ) 0 (8) Note payable of $157,500 dated February 24, 2020 for cash of $150,000, net of original issue discount of $7,500, with interest at 8% per annum and due on February 24, 2021. The Note is a convertible promissory note. The conversion price equals 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to and including the conversion date, representing a discount rate of 40%. %. The Note and accrued interest totaling $166,362 was converted into 3,071,819 common shares of the Company within the terms of the note during the year ended December 31, 2020. 157,500 (9) Less: Conversion (157,500 ) 0 Note payable of $88,000 dated April 20, 2020 for cash of $88,000, with interest at 8% per annum and due on April 20, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The Note and accrued interest totaling $140,968 was converted into 2,232,298 common shares of the Company within the terms of the note during the year ended December 31, 2020. 88,000 (10) Less: Conversion (88,000 ) 0 Note payable of $105,000 dated April 30, 2020 for cash of $100,000, net of original issue discount of $5,000, with interest at 8% per annum and due on April 30, 2021. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lower of $0.50 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $109,200 was converted into 1,511,000 common shares of the Company within the terms of the note during the year ended December 31, 2020. 105,000 (11) Less: Conversion (105,000 ) 0 Note payable of $53,000 dated May 19, 2020 for cash of $53,000, with interest at 8% per annum and due on August 19, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The Note and accrued interest totaling $86,217 was converted into 683,791 common shares of the Company within the terms of the note during the year ended December 31, 2020. 53,000 (12) Less: Conversion (53,000 ) 0 Note payable dated June 24, 2020 for $30,000, with interest at 5% per annum and due on September 24, 2020. The Note is unsecured. The Note and accrued interest totaling $ 30,777 was settled by the issuance of 376,704 common shares of the Company. The shares were valued at $0.21 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $48,331 during the year ended December 31, 2020. 30,000 (13) Less: Conversion (30,000 ) 0 Note payable dated July 7, 2020 for $50,000, with interest at 5% per annum and due on July 7, 2021. The Note is unsecured. $ 50,000 (14) Note payable of $53,000 dated August 5, 2020 for cash of $53,000, with interest at 8% per annum and due on November 5, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $70,736 was paid during the three months ended March 31, 2021. 53,000 (15) Less: Repayment (53,000 ) 0 Note payable of $105,000 dated August 11, 2020 for cash of $100,000, net of original issue discount of $5,000, with one-time interest charge of 8% payable and due on May 11, 2021. The outstanding balance of the Note will be increase by 135% if in default. The Note is a convertible promissory note. The conversion price equals the lower of $0.50 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. The note and accrued interest totaling $111,466 was settled by the issuance of 708,750 common shares of the Company and $50,000 in cash. The note and accrued interest were converted at $0.1614 per share and settled with additional share at $0.45 per shares. Accordingly, the Company recorded a loss on loan settlement of $58,059 during the three months ended March 31, 2021. 105,000 (16) Less: Repayment (105,000 ) 0 Note payable of $53,000 dated September 14, 2020 for cash of $53,000, with interest at 8% per annum and due on December 14, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $70,736 was paid during the three months ended March 31, 2021. 53,000 (17) Less: Repayment (53,000 ) 0 Note payable to an unrelated party dated September 11, 2020 for $4,000, with no interest and due on demand. 4,000 (18) Note payable to an unrelated party dated September 16, 2020 for $5,000, with no interest and due on demand. 5,000 (19) Note payable of $56,750 dated October 12, 2020 for cash of $52,750, with interest at 8% per annum and due on October 12, 2021. The annual interest rate will increase to 24% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.50 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. 56,750 (20) Note payable of $138,00 dated November 13, 2020 for cash of $138,000, with interest at 8% per annum and due on November 13, 2021. The annual interest rate will increase to 18% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $183,483 was paid during the three months ended March 31, 2021. 138,000 (21) Less: Repayment (138,000 ) 0 Note payable of $83,500 dated December 2, 2020 for cash of $83,500, with interest at 8% per annum and due on March 2, 2022. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $104,527 was paid during the three months ended March 31, 2021. $ 83,500 (22) Less: Repayment (83,500 ) 0 Note payable of $425,000 dated January 6, 2021 for cash of $400,000, with interest at 6% per annum and due on January 7, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.50 or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. The note totaling $300,000 was converted into 1,640,638 common shares of the Company within the terms of the note during the quarter ended March 31, 2021. $ 425,000 (23) Less: Conversion (300,000 ) 125,000 Note payable of $425,000 dated January 6, 2021 for cash of $400,000, with interest at 6% per annum and due on January 7, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.50 or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. The note totaling $200,000 was converted into 1,089,910 common shares of the Company within the terms of the note during the quarter ended March 31, 2021. $ 425,000 (24) Less: Conversion (200,000 ) 225,000 Note payable of $300,000 dated March 30, 2021 for cash of $282,000, with interest at 6% per annum and due on March 30, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.2437 or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. $ 300,000 (25) Note payable of $300,000 dated March 30, 2021 for cash of $282,000, with interest at 6% per annum and due on March 30, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.2437 or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. $ 300,000 (26) $ 1,105,750 Less: unamortized discount (959,303 ) Total $ 146,447 Short term convertible notes, net of discount of $959,303 $ 87,447 Long-term convertible notes, net of discount of $0 $ 0 Short-term non-convertible notes – continuing operations $ 55,000 Short-term non-convertible notes – discontinued operations $ 4,000 Long-term non-convertible notes $ 0 | Note 10 – Notes Payable Notes payable represents the following at December 31, 2020 and 2019: Note payable dated May 17, 2019 for $30,000, with interest at 5% per annum and due on April 30, 2020. The Note and accrued interest totaled $31,791 were settled by the issuance of 242,407 common shares of the Company at a price of $0.131 per share. The shares were valued at $0.33 per share based on the market price at the settlement date. Accordingly, the Company recorded loss on loan settlement of $48,203 during the year ended December 31, 2020. $ 30,000 Less: Settlement (30,000 ) 0 (1) Note payable to an individual dated July 8, 2019 for $40,000, with interest at 8% per annum and due on July 8, 2020. The Note is a convertible promissory note. The Note holder has the right to convert all or any portion of the principal amount and accrued interest due on the Note into the shares issued under the Company’s qualified Regulation A offering circular (the “ Offering Statement 40,000 (2) Note payable to a financial group dated August 26, 2019 for $75,000, with interest at 12% per annum and due on August 26, 2020. The Note is a convertible promissory note in the event of default. The Note holder has the right to convert all or any portion of the principal amount and accrued interest due on the Note into the shares of the Company at the price equal to 50% of the lowest trading price on the primary trading market on which the Company’s common stock is quoted for the last ten (10) trading days immediately prior to but not including the conversion date. 75,000 Less: conversion (75,000 ) 0 (3) Note payable dated October 15, 2019 for $75,000, with interest at 10% per annum and due on July 15, 2020. The Note is a convertible promissory note. The Note holder has the right to convert all or any portion of the principal amount and accrued interest due on the Note into the shares under the Offering Statement at the offering price. Furthermore, the Company issued 10,000 shares of the Company’s common stock to the unrelated party investor as further consideration to enter into the loan with the Company. During the year ended December 31, 2020, principal and accrued interest totaling $83,233 was converted into 1,503,883 common shares of the Company within the terms of the note. 75,000 Less: conversion (75,000 ) 0 (4) Note payable of $78,750 dated October 28, 2019 for cash of $75,000, with interest at 10% per annum and due on October 28, 2020. The Note is a convertible promissory note. The conversion price is equal to the lesser of (i) the price per share of common stock sold to investors in the Offering Statement ($0.50 per share), or (ii) a variable conversion price equal to 60% multiplied by the lowest trading price for the common stock during the ten (10) trading day period ending on the latest completed trading day prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $84,620 was converted into 1,119,309 common shares of the Company within the terms of the note during the year ended December 31, 2020. Accordingly, the unamortized discount as of the conversion date in the amount of $62,652 was expensed. 78,750 Less: conversion (78,750 ) 0 (5) Note payable of $78,750 dated October 28, 2019 for cash of $75,000, with interest at 10% per annum and due on October 28, 2020. The Note is a convertible promissory note. The conversion price equals the lesser of (i) the price per share of common stock sold to investors in the Offering Statement ($0.50 per share), or (ii) a variable conversion price equal to 60% multiplied by the lowest trading price for the common stock during the ten (10) trading day period ending on the latest completed trading day prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $84,529 was converted into 1,080,808 common shares of the Company within the terms of the note during the year ended December 31, 2020. Accordingly, the unamortized discount as of the conversion date in the amount of $57,130 was expensed. 78,750 Less: conversion (78,750 ) 0 (6) Note payable of $78,750 dated October 28, 2019 for cash of $75,000, with interest at 10% per annum and due on October 28, 2020. The Note is a convertible promissory note. The conversion price equals the lesser of (i) the price per share of common stock sold to investors in the Offering Statement ($0.50 per share), or (ii) a variable conversion price equal to 60% multiplied by the lowest trading price for the common stock during the ten (10) trading day period ending on the latest completed trading day prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $84,620 was converted into 1,119,309 common shares of the Company within the terms of the note during the year ended December 31, 2020. Accordingly, the unamortized discount as of the conversion date in the amount of $62,652 was expensed. 78,750 Less: conversion (78,750 ) 0 (7) On October 18, 2019, Legend Nutrition, Inc. (“ Legend Assets 75,000 Less: Settlement (75,000 ) 0 (8) Note payable of $157,500 dated February 24, 2020 for cash of $150,000, net of original issue discount of $7,500, with interest at 8% per annum and due on February 24, 2021. The Note is a convertible promissory note. The conversion price equals 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to and including the conversion date, representing a discount rate of 40%. %. The Note and accrued interest totaling $166,362 was converted into 3,071,819 common shares of the Company within the terms of the note during the year ended December 31, 2020. 157,500 (9) Less: Conversion (157,500 ) 0 Note payable of $88,000 dated April 20, 2020 for cash of $88,000, with interest at 8% per annum and due on April 20, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The Note and accrued interest totaling $140,968 was converted into 2,232,298 common shares of the Company within the terms of the note during the year ended December 31, 2020. 88,000 (11) Less: Conversion (88,000 ) 0 Note payable of $105,000 dated April 30, 2020 for cash of $100,000, net of original issue discount of $5,000, with interest at 8% per annum and due on April 30, 2021. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lower of $0.50 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $109,200 was converted into 1,511,000 common shares of the Company within the terms of the note during the year ended December 31, 2020. 105,000 (12) Less: Conversion (105,000 ) 0 Note payable of $53,000 dated May 19, 2020 for cash of $53,000, with interest at 8% per annum and due on August 19, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The Note and accrued interest totaling $86,217 was converted into 683,791 common shares of the Company within the terms of the note during the year ended December 31, 2020. 53,000 (11) Less: Conversion (53,000 ) 0 Note payable dated June 24, 2020 for $30,000, with interest at 5% per annum and due on September 24, 2020. The Note is unsecured. The Note and accrued interest totaling $ 30,777 was settled by the issuance of 376,704 common shares of the Company. The shares were valued at $0.21 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $48,331 during the year ended December 31, 2020. 30,000 (14) Less: Conversion (30,000 ) 0 Note payable dated July 7, 2020 for $50,000, with interest at 5% per annum and due on July 7, 2021. The Note is unsecured. $ 50,000 (15) Note payable of $53,000 dated August 5, 2020 for cash of $53,000, with interest at 8% per annum and due on November 5, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. 53,000 (16) Note payable of $105,000 dated August 11, 2020 for cash of $100,000, net of original issue discount of $5,000, with one-time interest charge of 8% payable and due on May 11, 2021. The outstanding balance of the Note will be increase by 135% if in default. The Note is a convertible promissory note. The conversion price equals the lower of $0.50 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. 105,000 (17) Note payable of $53,000 dated September 14, 2020 for cash of $53,000, with interest at 8% per annum and due on December 14, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. 53,000 (18) Note payable to an unrelated party dated September 11, 2020 for $4,000, with no interest and due on demand. 4,000 (19) Note payable to an unrelated party dated September 16, 2020 for $5,000, with no interest and due on demand. 5,000 (20) Note payable of $56,750 dated October 12, 2020 for cash of $52,750, with interest at 8% per annum and due on October 12, 2021. The annual interest rate will increase to 24% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.50 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. 56,750 (18) Note payable of $138,00 dated November 13, 2020 for cash of $138,000, with interest at 8% per annum and due on November 13, 2021. The annual interest rate will increase to 18% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. 138,000 (18) Note payable of $83,500 dated December 2, 2020 for cash of $83,500, with interest at 8% per annum and due on March 2, 2022. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. $ 83,500 (20) $ 588,250 Less: unamortized discount (449,405 ) Total $ 138,845 Short term convertible notes, net of discount of $370,923 $ 74,827 Long-term convertible notes, net of discount of $78,482 $ 5,018 Short-term non-convertible notes – continuing operations $ 55,000 Short-term non-convertible notes – discontinued operations $ 4,000 Long-term non-convertible notes $ 0 The maturities of long-term debt are as follows: Year Amounts 2022 83,500 Total $ 83,500 |
Loans from Related Parties
Loans from Related Parties | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Loans from Related Parties | Note 12 – Loans from Related Parties On April 12, 2019, the Company entered into individual share exchange agreements and promissory notes with each of Daniel Dror, Winfred Fields and former Directors Everett Bassie and Charles Zeller (the “ AMIH Shareholders Promissory Notes $ 350,000 Less: Conversion (240,000 ) 110,000 Note payable to Isaak Cohen, father to the Company’s CEO, dated June 21, 2019 for $40,000, with interest at 8% per annum and due on June 21, 2020. The promissory note is unsecured. Furthermore, the Company issued 50,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company. The Company issued 50,000 common shares valued at $0.10 per share, or $5,000, based on recent sales of common stock to the third party, which was accounted for at a discount on the note. The principal of this Note of $40,000 and accrued interest of $2,214 was paid with cash in full during the first quarter of 2020. Accordingly, the unamortized discount as of the payment date in the amount of $2,363 was expensed. 0 Note payable to Isaak Cohen, father to the Company’s CEO, dated September 9, 2019 for $100,000, with interest at 8% per annum and due on September 9, 2020. The promissory note is unsecured. Furthermore, the Company issued 100,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company. The Company issued 100,000 common shares valued at $1.00 per share, or $100,000, based on the market price at the grant date, which was accounted for as a discount on the note. The Note and accrued interest totaling $109,278 were settled by the issuance of 895,722 common shares of the Company at a price of $0.122 per share. The shares were valued at $0.33 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $186,310 during the nine months ended September 30, 2020. 0 As of March 31, 2021, the Company had a short-term note payable in the amount of $13,473 to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. 13,473 As of March 31, 2021, the Company had a short-term loan payable in the amount of $6,253 to a related party with no interest and due on demand. 6,253 As of March 31, 2021, outstanding loan balances payable to two of the Company officers and board members, Esteban Alexander and Jacob Cohen, was $23,878. The Company incurred $465 and $75, respectively, on imputed interest expense due to related party borrowing during the three months ended March 31, 2021. 23,878 $ 153,604 Less: unamortized discount (0 ) Total $ 153,604 Long-term loan from related parties $ 0 Short-term loan from related parties – continuing operations $ 129,726 Short-term loan from related parties – discontinued operations $ 23,878 | Note 11 – Loans from Related Parties On April 12, 2019, the Company entered into individual share exchange agreements and promissory notes with each of Daniel Dror, Winfred Fields and former Directors Everett Bassie and Charles Zeller (the “ AMIH Shareholders Promissory Notes $ 350,000 Less: Conversion (240,000 ) 110,000 Note payable to Isaak Cohen, father to the Company’s CEO, dated June 21, 2019 for $40,000, with interest at 8% per annum and due on June 21, 2020. The promissory note is unsecured. Furthermore, the Company issued 50,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company. The Company issued 50,000 common shares valued at $0.10 per share, or $5,000, based on recent sales of common stock to the third party, which was accounted for at a discount on the note. The principal of this Note of $40,000 and accrued interest of $2,214 was paid with cash in full during the first quarter of 2020. Accordingly, the unamortized discount as of the payment date in the amount of $2,363 was expensed. 0 Note payable to Isaak Cohen, father to the Company’s CEO, dated September 9, 2019 for $100,000, with interest at 8% per annum and due on September 9, 2020. The promissory note is unsecured. Furthermore, the Company issued 100,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company. The Company issued 100,000 common shares valued at $1.00 per share, or $100,000, based on the market price at the grant date, which was accounted for as a discount on the note. The Note and accrued interest totaling $109,278 were settled by the issuance of 895,722 common shares of the Company at a price of $0.122 per share. The shares were valued at $0.33 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $186,310 during the nine months ended September 30, 2020. 0 As of December 31, 2020, the Company had a short-term note payable in the amount of $13,473 to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. 13,473 As of December 31, 2020, the Company had a short-term loan payable in the amount of $11,919 to a related party with no interest and due on demand. 11,919 As of September 30, 2020, outstanding loan balances payable to two of the Company officers and board members, Jacob Cohen and Esteban Alexander, was $35,879. The Company incurred $723 and $2,153, respectively, on imputed interest expense due to related party borrowing during the three and nine months ended September 30, 2020. 35,879 $ 171,271 Less: unamortized discount (0 ) Total $ 171,271 Long-term loan from related parties $ 110,000 Short-term loan from related parties – continuing operations $ 25,392 Short-term loan from related parties – discontinued operations $ 35,879 |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liabilities | Note 13 – Derivative Liabilities Notes that are convertible at a discount to market are considered embedded derivatives. Under Financial Accounting Standard Board (“ FASB Derivatives and Hedging ASC 815 The Company’s convertible note has been evaluated with respect to the terms and conditions of the conversion features contained in the note to determine whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the conversion features contained in the notes totaled $2,040,383 and represent a freestanding derivative instrument that meets the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instrument in the note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible note was measured using the Lattice Model at the inception date of the note and will do so again on each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date. The derivative liabilities will be reclassified into additional paid in capital upon conversion. The Convertible Note derivatives were valued as of December 31, 2020, issuance, conversion and March 31, 2021 as set forth in the table below. Derivative liabilities as of December 31, 2020 $ 517,366 Initial derivative liabilities at new note issuance 2,719,439 Initial loss (0 ) Conversion (763,241 ) Mark to market changes (433,181 ) Derivative liabilities as of March 31, 2021 $ 2,040,383 As of March 31, 2021, the Company had derivative liabilities of $2,040,383, and recorded changes in derivative liabilities in the amount of $433,181 during the three months ended March 31, 2021. The following assumptions were used for the valuation of the derivative liability related to the Notes: - The stock price would fluctuate with the Company’s projected volatility; - The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note ranged from 176% through 290% at issuance, conversion, and quarters ends; - The Company would not redeem the notes; - An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty; - The Company would raise capital quarterly at market, which could trigger a reset event; and - The Holder would convert the note monthly if the Company was not in default. | Note 12 – Derivative Liabilities Notes that are convertible at a discount to market are considered embedded derivatives. Under Financial Accounting Standard Board (“ FASB Derivatives and Hedging ASC 815 The Company’s convertible note has been evaluated with respect to the terms and conditions of the conversion features contained in the note to determine whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the conversion features contained in the notes totaled $1,243,750 and represent a freestanding derivative instrument that meets the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instrument in the note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible note was measured using the Lattice Model at the inception date of the note and will do so again on each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date. The derivative liabilities will be reclassified into additional paid in capital upon conversion. The Convertible Note derivatives were valued as of December 31, 2019, issuance, conversion and December 31, 2020 as set forth in the table below. Derivative liabilities as of December 31, 2019 $ 458,745 Initial derivative liabilities at new note issuance 895,204 Initial loss (36,607 ) Conversion (907,550 ) Mark to market changes 107,574 Derivative liabilities as of December 31, 2020 $ 517,366 As of December 31, 2020, the Company had derivative liabilities of $517,366, and recorded changes in derivative liabilities in the amount of $105,254 during the year ended December 31, 2020. The following assumptions were used for the valuation of the derivative liability related to the Notes: - The stock price would fluctuate with the Company’s projected volatility; - The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note ranged from 176% through 290% at issuance, conversion, and quarters ends; - The Company would not redeem the notes; - An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty; - The Company would raise capital quarterly at market, which could trigger a reset event; and - The Holder would convert the note monthly if the Company was not in default. |
Costs and Estimated Earnings in
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contract | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Contractors [Abstract] | ||
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contract | Note 14 – Costs and estimated earnings in excess of billings on uncompleted contract The Company has two major long-term contracts in progress which were completed during the year ended December 31, 2020. Work has started on the long-term contracts that will have costs and earnings in the following periods: Job March 31, 2021 December 31, 2020 Contract Revenues - 5,640,707 Other Revenue - 156,922 Total Revenues - 5,797,629 Contract COGS - 4,184,033 Other COGS - 668,598 Total COGS - 4,852,631 Gross Profit - 944,998 Percentage of completion (POC) - % 100 % Revenues – POC - 7,358,273 Bill to Date $ - $ 7,358,273 Costs and estimated earnings in excess of billings on uncompleted contract $ - $ - Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed under the terms of the contract. Contract liabilities represent amounts billed to clients in excess of revenue recognized to date, which was $0 as of December 31, 2020. The Company recognized revenue of $5,640,707 for the two construction projects, Normandy and Gateway during the year ended December 31, 2020 in connection with such contract assets. All incurred costs associated with contract assets as of December 31, 2020 was billed and collected. No activities incurred during the first quarter of 2021. | Note 13 – Costs and estimated earnings in excess of billings on uncompleted contract The Company has two major long-term contracts in progress which were completed during the year ended December 31, 2020. Work has started on the long-term contracts that will have costs and earnings in the following periods: Job Total Contract Revenues 5,640,707 Other Revenue 156,922 Total Revenues 5,797,629 Contract COGS 4,184,033 Other COGS 668,598 Total COGS 4,852,631 Gross Profit 944,998 Percentage of completion (POC) 100 % Revenues – POC 7,358,273 Bill to Date $ 7,358,273 Costs and estimated earnings in excess of billings on uncompleted contract $ - Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed under the terms of the contract. Contract liabilities represent amounts billed to clients in excess of revenue recognized to date, which was $0 as of December 31, 2020. The Company recognized revenue of $5,640,707 for the two construction projects, Normandy and Gateway during the year ended December 31, 2020 in connection with such contract assets. All incurred costs associated with contract assets as of December 31, 2020 was billed and collected. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 – Income Taxes The Company has current net operating loss carryforwards in excess of $3,049,371 as of December 31, 2020, to offset future taxable income, which expire beginning 2029. Deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. The components of deferred income tax assets are as follows: December 31, 2020 Deferred Tax Asset: Net Operating Loss $ 640,368 Valuation Allowance (640,368 ) Net Deferred Asset $ — At December 31, 2020, the Company provided a 100% valuation allowance for the deferred tax asset because it could not be determined whether it was more likely than not that the deferred tax asset/(liability) would be realized. |
Capital Stock
Capital Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Capital Stock | Note 15 – Capital Stock Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock, $0.0001 par value, of which three shares were designated as Series A Preferred Stock and 2,000,000 were designated as Series B Preferred stock, the balance of 2,999,997 shares of preferred stock were undesignated as of December 31, 2020. The holders of Series A Preferred Stock have no dividend rights, liquidation preference and conversion rights. As long as any shares of Series A Preferred Stock remain issued and outstanding, the holders of Series A Preferred Stock have the right to vote on all shareholder matters equal to sixty percent (60%) of the total vote. At the option of the Company, Series A Preferred Stock is redeemable at $1.00 per share. The holders of Series B Preferred Stock have the same dividend rights as common stockholders on a fully converted basis, are entitled to receive pari passu with any distribution of any of the assets of the Company to the holders of the Company’s common stock, but not prior to any holders of senior securities. Each share of Series B Preferred Stock may be converted, at the option of the holder thereof, into that number of shares of common stock of the Company as equals $1.00 divided by 90% of the average of the volume weighted average prices (“ VWAP On May 15, 2020, the Company entered into a Securities Purchase Agreement with GCN as described in greater detail in “Note 2 - Organization, Ownership and Business”. Pursuant to the SPA, the Company acquired a 51% interest in Life Guru from GCN in consideration for 500,000 shares of newly designated Series B Convertible Preferred Stock, which had an agreed upon value of $500,000 ($1.00 per share), and agreed to issue GCN up to an additional 1,500,000 shares of Series B Convertible Preferred Stock (with an agreed upon value of $1,500,000) upon reaching certain milestones. The fair value of the first 500,000 shares of the Company’s Series B Preferred Stock at grant date was $605,488, a result of market price per common share at the grant date times the equivalent number of common shares after the conversion of Series B Preferred Stock On May 20, 2020, the Company issued one share of its newly designated shares of Series A Preferred Stock to each of the three members of its then Board of Directors, (1) Jacob D. Cohen, (2) Esteban Alexander and (3) Luis Alan Hernandez, in consideration for services rendered to the Company as members of the Board of Directors. Such shares of Series A Preferred Stock vote in aggregate sixty percent (60%) of the total vote on all shareholder matters, voting separately as a class. Notwithstanding such voting rights, no change in control of the Company was deemed to have occurred in connection with the issuance since Messrs. Cohen, Alexander and Hernandez, own in aggregate 68% of the Company’s outstanding common stock and therefore controlled the Company prior to such issuance. The shares of Series A Preferred Stock held by Mr. Alexander and Mr. Hernandez were canceled on November 6, 2020 pursuant to the Stock Purchase Agreements dated October 2, 2020, and as such, a change of control occurred on such date, with Mr. Cohen taking over voting control of the Company, and serving since December 15, 2020, as the sole officer and director of the Company. As of March 31, 2021 and December 31, 2020, there was one share of Series A Preferred Stock and no shares of Series B Preferred Stock issued and outstanding. Common Stock The Company is authorized to issue up to 195,000,000 shares of common stock, $0.0001 par value, of which 72,563,766 shares were issued and outstanding at March 31, 2021 and 55,066,855 were issued and outstanding at December 31, 2020. On January 12, 2021, the Company issued 708,750 common shares and payment of $50,000 to settle a note with an unrelated party, dated August 11, 2020. The Company recorded a loss on loan settlement of $58,059. On February 2, 2021, the Company issued 200,000 shares of the Company’s common stock to a non-related third-party investor in exchange for $100,000 in cash. On February 8, 2020, the 500,000 shares of Series B Convertible Preferred stock were converted into 2,057,613 shares of the Company’s restricted common stock per GCN’s request. In first quarter of 2021, the Company issued 11,800,000 shares of the Company’s common stock in consideration for services performed by employee and non-employee. The shares were valued at $4,223,390 based on the market price on the date of agreement. In first quarter of 2021, the Company issued 2,730,548 common shares to investors in exchange for $502,050 of principal and accrued interest owed under the terms and conditions of that convertible note as issued. | Note 15 – Capital Stock Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock, $0.0001 par value, of which three shares were designated as Series A Preferred Stock and 2,000,000 were designated as Series B Preferred stock, the balance of 2,999,997 shares of preferred stock were undesignated as of December 31, 2020. The holders of Series A Preferred Stock have no dividend rights, liquidation preference and conversion rights. As long as any shares of Series A Preferred Stock remain issued and outstanding, the holders of Series A Preferred Stock have the right to vote on all shareholder matters equal to sixty percent (60%) of the total vote. At the option of the Company, Series A Preferred Stock is redeemable at $1.00 per share. The holders of Series B Preferred Stock have the same dividend rights as common stockholders on a fully converted basis, are entitled to receive pari passu with any distribution of any of the assets of the Company to the holders of the Company’s common stock, but not prior to any holders of senior securities. Each share of Series B Preferred Stock may be converted, at the option of the holder thereof, into that number of shares of common stock of the Company as equals $1.00 divided by 90% of the average of the volume weighted average prices (“ VWAP On May 15, 2020, the Company entered into a Securities Purchase Agreement with GCN as described in greater detail in “Note 1 Summary of Significant Account Policies – Organization, Ownership and Business”. Pursuant to the SPA, the Company acquired a 51% interest in Life Guru from GCN in consideration for 500,000 shares of newly designated Series B Convertible Preferred Stock, which had an agreed upon value of $500,000 ($1.00 per share), and agreed to issue GCN up to an additional 1,500,000 shares of Series B Convertible Preferred Stock (with an agreed upon value of $1,500,000) upon reaching certain milestones. The fair value of the first 500,000 shares of the Company’s Series B Preferred Stock at grant date was $605,488, a result of market price per common share at the grant date times the equivalent number of common shares after the conversion of Series B Preferred Stock On May 20, 2020, the Company issued one share of its newly designated shares of Series A Preferred Stock to each of the three members of its then Board of Directors, (1) Jacob D. Cohen, (2) Esteban Alexander and (3) Luis Alan Hernandez, in consideration for services rendered to the Company as members of the Board of Directors. Such shares of Series A Preferred Stock vote in aggregate sixty percent (60%) of the total vote on all shareholder matters, voting separately as a class. Notwithstanding such voting rights, no change in control of the Company was deemed to have occurred in connection with the issuance since Messrs. Cohen, Alexander and Hernandez, own in aggregate 68% of the Company’s outstanding common stock and therefore controlled the Company prior to such issuance. The shares of Series A Preferred Stock held by Mr. Alexander and Mr. Hernandez were canceled on November 6, 2020 pursuant to the Stock Purchase Agreements dated October 2, 2020, and as such, a change of control occurred on such date, with Mr. Cohen taking over voting control of the Company, and serving since December 15, 2020, as the sole officer and director of the Company. As of December 31, 2020, there was one share of Series A Preferred Stock and no shares of Series B Preferred Stock issued and outstanding. There were no shares of preferred stock issued and outstanding as of December 31, 2019. Common Stock The Company is authorized to issue up to 195,000,000 shares of common stock, $0.0001 par value, of which 55,066,855 shares were issued and outstanding at December 31, 2020 and 27,208,356 were issued and outstanding at December 31, 2019. On July 5, 2019, our Board of Directors adopted and approved our 2019 Stock Option and Incentive Plan (the “ Plan ). The Plan is intended to promote the interests of our Company by providing eligible persons with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Company as an incentive for them to remain in the service of the Company. The maximum number of shares available to be issued under the Plan is currently 10,000,000 shares, subject to adjustments for any stock splits, stock dividends or other specified adjustments which may take place in the future. During the year ended December 31, 2020, the On January 1, 2020, the Company issued Jesse J. Dickens, CEO of CCS, 500,000 shares of restricted common stock pursuant to an employment agreement entered into on October 1, 2019. Mr. Dickens will receive an annual base salary of $120,000, plus an equity grant in the amount of one million (1,000,000) shares of common stock (the “ Equity Shares On January 3, 2020, 650,000 shares of restricted common stock were cancelled in connection with the four exchange agreements, dated April 12, 2019 (see “Note 1 Summary of Significant Account Policies – Organization, Ownership and Business”), pursuant to which 5,900,000 shares of common stock were to be cancelled in exchange for four long-term notes totaling $350,000. 4,250,000 shares were returned to treasury and cancelled in 2019, and the remaining 1,000,000 shares were returned to treasury in the second quarter of 2020. On January 13, 2020, the Company executed a Data Delivery and Ancillary Services Agreement with a third party, pursuant to which the Company issued 357,142 shares of the Company’s restricted common stock to the third party in exchange of sector-specific consumer records and data to be utilized for marketing purposes provided by the third party and the ancillary advisory services such as data cleaning, data emailing, lead generation campaigns, and social media management. The shares were valued at $0.56 per share or $200,000 in aggregate, based on the market price at the grant date. On January 17, 2020, the Company issued 62,500 shares of restricted common stock to an investor in exchange for $25,000 in cash and $25,000 of principal and interest due under that certain convertible promissory note between the Company and the investor dated August 26, 2019. The Company received cash of $25,000 on November 26, 2019 which was recorded as common stock payable as of December 31, 2019. The shares issued to the investor are part of the 10,000,000 shares qualified and registered in connection with the Offering Statement. On February 28, 2020, the Company issued 160,000 common shares to an investor in exchange for $46,500 in cash, net of offering costs, and $30,000 of principal and interest due under that certain convertible promissory note between the Company and the investor dated August 26, 2019. The shares issued to the investor are part of the 10,000,000 Shares offered and registered by the Company under the Offering Statement. On April 2, 2020, the Company issued 40,000 shares of common stock to an investor in exchange for $20,000 of principal and interest due under that certain convertible promissory note between the Company and the investor dated October 10, 2019. The shares issued to the investor are part of the 10,000,000 Shares offered and registered by the Company under the Offering Statement. On May 22, 2020, the Company issued 3,000,000 shares of common stock to Jacob Cohen, the Company’s Director and CEO, as a bonus for services rendered. The shares were valued at $0.26 per share or $780,000 in aggregate, based on the market price at the grant date, and recorded as stock-based compensation to related parties. On May 22, 2020, the Company issued 3,000,000 shares of common stock to Esteban Alexander, the Company’s Director and COO, as a bonus for services rendered. The shares were valued at $0.26 per share or $780,000 in aggregate, based on the market price at the grant date, and recorded as stock-based compensation to related parties. On June 2, 2020, the 500,000 shares of Series B Convertible Preferred stock were converted into 2,083,333 shares of the Company’s restricted common stock per GCN’s request. On June 4, 2020, the Company issued 50,000 common shares to an investor in exchange for $6,600 of principal and interest due under that certain convertible promissory note between the Company and the investor dated October 28, 2019. On July 27, 2020, the Company issued 1,030,808 common shares to an investor in exchange for $77,929 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Fourth Man, LLC dated October 28, 2019. After this conversion, the balance owed under the convertible note is $0. On July 27, 2020, the Company issued 1,119,309 common shares to an investor in exchange for $84,620 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Armada Capital Partners, LLC dated October 28, 2019. After this conversion, the balance owed under the convertible note is $0. On July 27, 2020, the Company issued 1,119,309 common shares to an investor in exchange for $84,620 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to BHP Capital NY, Inc. dated October 28, 2019. After this conversion, the balance owed under the convertible note is $0. On August 26, 2020, the Company issued 242,407 common shares to settle a Note with an unrelated party, dated May 17, 2019. The shares were valued at $0.33 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $48,203 during the year ended December 31, 2020. On August 28, 2020, the Company issued 895,722 common shares to settle a Note with an unrelated party. The shares were valued at $0.33 per share based on the market price at the settlement date. Accordingly, the Company recorded loss on loan settlement of $186,310 during the year ended December 31, 2020. On September 8, 2020, the Company issued 330,689 common shares to an investor in exchange for $25,000 of principal and accrued interest owed under the terms and conditions of that convertible note, dated October 15, 2019. After this conversion, the balance owed under the convertible note is $33,888. On October 8, 2020, the Company issued 125,000 shares of the Company’s common stock to eligible persons under the Plan. The shares were valued at $0.27 per share or $33,750. On October 13, 2020, the Company issued 136,687 common shares to an investor in exchange for $12,818 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Adar Alef, LLC, dated February 24, 2020. On October 19, 2020, the Company issued 323,322 common shares to an investor in exchange for $18,682 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Adar Alef, LLC, dated February 24, 2020. On October 26, 2020, the Company issued 340,716 common shares to an investor in exchange for $20,000 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Geneva Roth Remark Holdings, Inc., dated April 20, 2020. On October 30, 2020, the Company issued 416,667 common shares to an investor in exchange for $30,000 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to GHS Investments, LLC, dated October 10, 2020. On November 3, 2020, the Company issued 492,126 common shares to an investor in exchange for $20,000 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Geneva Roth Remark Holdings, Inc., dated April 20, 2020. On November 4, 2020, the Company issued 520,833 common shares to an investor in exchange for $26,000 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Adar Alef, LLC, dated February 24, 2020. On November 9, 2020, the Company issued 688,976 common shares to an investor in exchange for $20,000 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Geneva Roth Remark Holdings, Inc., dated April 20, 2020. On November 13, 2020, the Company issued 721,154 common shares to an investor in exchange for $36,000 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Adar Alef, LLC, dated February 24, 2020. On November 17, 2020, the Company issued 480,769 common shares to an investor in exchange for $24,000 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Adar Alef, LLC, dated February 24, 2020. On November 23, 2020, the Company issued 480,000 common shares to an investor in exchange for $25,000 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Firstfire Global Opportunities Fund, LLC, dated April 30, 2020. On December 2, 2020, the Company issued 716,527 common shares to an investor in exchange for $35,769 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to GHS Investments, LLC, dated October 11, 2019. On December 3, 2020, the Company issued 889,054 common shares to an investor in exchange for $48,862 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Adar Alef, LLC, dated February 24, 2020. On December 3, 2020, the Company issued 1,031,000 common shares to an investor in exchange for $84,200 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Firstfire Global Opportunities Fund, LLC, dated April 30, 2020. On December 15, 2020, the Company issued 622,000 common shares to an investor in exchange for $31,100 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Greentree Financial Group, Inc., dated August 26, 2019. On December 16, 2020, the Company issued 2,501,378 common shares to settle a Note with an unrelated party, dated April 12, 2019. The shares were valued at $0.31 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $580,320 during the year ended December 31, 2020. On December 16, 2020, the Company issued 500,000 shares of the Company’s common stock to eligible persons under the Plan. The shares were valued at $0.08 per share or $40,000. On December 17, 2020, the Company issued 412,580 common shares to an investor in exchange for $35,000 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to investor dated April 20, 2020. After this conversion, the balance owed under the convertible note is $25,968. On December 18, 2020, the Company issued 975,117 common shares to settle a Note with an unrelated party, dated April 12, 2019. The shares were valued at $0.27 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $178,282 during the year ended December 31, 2020. On December 30, 2020, the Company issued 376,704 common shares to settle a Note with an unrelated party, dated June 24, 2020. The shares were valued at $0.21 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $48,331 during the year ended December 31, 2020. On December 30, 2020, the Company issued 683,791 common shares to an investor in exchange for $86,217 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Geneva Roth Remark Holdings, Inc., dated May 19, 2020. On December 30, 2020, the Company issued 889,979 common shares to settle a Note with an unrelated party, dated October 18, 2019. The shares were valued at $0.21 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $114,239 during the year ended December 31, 2020. On December 31, 2020, the Company issued 297,900 common shares to an investor in exchange for $25,968 of principal and accrued interest owed under the terms and conditions of that convertible note as issued to Geneva Roth Remark Holdings, Inc., dated April 20, 2020. |
Going Concern
Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | Note 15 – Capital Stock Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock, $0.0001 par value, of which three shares were designated as Series A Preferred Stock and 2,000,000 were designated as Series B Preferred stock, the balance of 2,999,997 shares of preferred stock were undesignated as of December 31, 2020. The holders of Series A Preferred Stock have no dividend rights, liquidation preference and conversion rights. As long as any shares of Series A Preferred Stock remain issued and outstanding, the holders of Series A Preferred Stock have the right to vote on all shareholder matters equal to sixty percent (60%) of the total vote. At the option of the Company, Series A Preferred Stock is redeemable at $1.00 per share. The holders of Series B Preferred Stock have the same dividend rights as common stockholders on a fully converted basis, are entitled to receive pari passu with any distribution of any of the assets of the Company to the holders of the Company’s common stock, but not prior to any holders of senior securities. Each share of Series B Preferred Stock may be converted, at the option of the holder thereof, into that number of shares of common stock of the Company as equals $1.00 divided by 90% of the average of the volume weighted average prices (“ VWAP On May 15, 2020, the Company entered into a Securities Purchase Agreement with GCN as described in greater detail in “Note 2 - Organization, Ownership and Business”. Pursuant to the SPA, the Company acquired a 51% interest in Life Guru from GCN in consideration for 500,000 shares of newly designated Series B Convertible Preferred Stock, which had an agreed upon value of $500,000 ($1.00 per share), and agreed to issue GCN up to an additional 1,500,000 shares of Series B Convertible Preferred Stock (with an agreed upon value of $1,500,000) upon reaching certain milestones. The fair value of the first 500,000 shares of the Company’s Series B Preferred Stock at grant date was $605,488, a result of market price per common share at the grant date times the equivalent number of common shares after the conversion of Series B Preferred Stock On May 20, 2020, the Company issued one share of its newly designated shares of Series A Preferred Stock to each of the three members of its then Board of Directors, (1) Jacob D. Cohen, (2) Esteban Alexander and (3) Luis Alan Hernandez, in consideration for services rendered to the Company as members of the Board of Directors. Such shares of Series A Preferred Stock vote in aggregate sixty percent (60%) of the total vote on all shareholder matters, voting separately as a class. Notwithstanding such voting rights, no change in control of the Company was deemed to have occurred in connection with the issuance since Messrs. Cohen, Alexander and Hernandez, own in aggregate 68% of the Company’s outstanding common stock and therefore controlled the Company prior to such issuance. The shares of Series A Preferred Stock held by Mr. Alexander and Mr. Hernandez were canceled on November 6, 2020 pursuant to the Stock Purchase Agreements dated October 2, 2020, and as such, a change of control occurred on such date, with Mr. Cohen taking over voting control of the Company, and serving since December 15, 2020, as the sole officer and director of the Company. As of March 31, 2021 and December 31, 2020, there was one share of Series A Preferred Stock and no shares of Series B Preferred Stock issued and outstanding. Common Stock The Company is authorized to issue up to 195,000,000 shares of common stock, $0.0001 par value, of which 72,563,766 shares were issued and outstanding at March 31, 2021 and 55,066,855 were issued and outstanding at December 31, 2020. On January 12, 2021, the Company issued 708,750 common shares and payment of $50,000 to settle a note with an unrelated party, dated August 11, 2020. The Company recorded a loss on loan settlement of $58,059. On February 2, 2021, the Company issued 200,000 shares of the Company’s common stock to a non-related third-party investor in exchange for $100,000 in cash. On February 8, 2020, the 500,000 shares of Series B Convertible Preferred stock were converted into 2,057,613 shares of the Company’s restricted common stock per GCN’s request. In first quarter of 2021, the Company issued 11,800,000 shares of the Company’s common stock in consideration for services performed by employee and non-employee. The shares were valued at $4,223,390 based on the market price on the date of agreement. In first quarter of 2021, the Company issued 2,730,548 common shares to investors in exchange for $502,050 of principal and accrued interest owed under the terms and conditions of that convertible note as issued. | Note 16 – Going Concern These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As reflected in the accompanying financial statements, the Company has a net loss from continuing operation of $6,136,105 and $3,131,760 for the year ended December 31, 2020 and 2019 respectively, a net loss from discontinued operation of $1,203,785 and $80,488 for the year ended December 31, 2020 and 2019 respectively, and an accumulated deficit of $10,559,658 as of December 31, 2020. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty. There can be no assurance that the Company will become commercially viable without additional financing, the availability and terms of which are uncertain. If the Company cannot secure necessary capital when needed on commercially reasonable terms, its business, condition (financial and otherwise) and commercial viability may be harmed. Although management believes that it will be able to successfully execute its business plan, which includes third party financing and the raising of capital to meet the Company’s future liquidity needs, there can be no assurances in this regard. These matters raise substantial doubt about the Company’s ability to continue as a going concern. |
Uncertainties
Uncertainties | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | ||
Uncertainties | Note 17 – Uncertainties In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company believes the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows. Robert Holden vs AMIH On October 14, 2019, Robert Holden, the Company’s former CEO, filed a Petition and Application for Temporary Restraining Order in the District Court of Harris County, Texas against the Company stating that the Company is blocking Mr. Holden’s legal right to trade his shares in the open market and further attempting to stake his claim that he maintains his rights to the 3,800,000 shares he received in connection with his acceptance as CEO of the Company on or around May 31, 2018. The Company is maintaining the position that Mr. Holden does not have the right to those shares as he was in breach of his obligation to convey a digital marketing business to the Company and subsequently resigned from the Company shortly thereafter, on or around August 15, 2018 and that he procured the shares through fraud. On November 11, 2019, the Company issued a response with a Motion to Dismiss Under the Texas Citizen’s Participation Act (TCPA) citing that any declaratory judgment and breach of contract claims be dismissed unless Mr. Holden can, through “ clear and specific evidence AMIH vs. Winfred Fields On November 11, 2019, the Company filed an original petition and jury demand against Winfred Fields, a shareholder, in the 458 th Exchanged Shares Fields Note | Note 17 – Uncertainties In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company believes the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows. Robert Holden vs AMIH On October 14, 2019, Robert Holden, the Company’s former CEO, filed a Petition and Application for Temporary Restraining Order in the District Court of Harris County, Texas against the Company stating that the Company is blocking Mr. Holden’s legal right to trade his shares in the open market and further attempting to stake his claim that he maintains his rights to the 3,800,000 shares he received in connection with his acceptance as CEO of the Company on or around May 31, 2018. The Company is maintaining the position that Mr. Holden does not have the right to those shares as he was in breach of his obligation to convey a digital marketing business to the Company and subsequently resigned from the Company shortly thereafter, on or around August 15, 2018 and that he procured the shares through fraud. On November 11, 2019, the Company issued a response with a Motion to Dismiss Under the Texas Citizen’s Participation Act (TCPA) citing that any declaratory judgment and breach of contract claims be dismissed unless Mr. Holden can, through “ clear and specific evidence AMIH vs. Winfred Fields On November 11, 2019, the Company filed an original petition and jury demand against Winfred Fields, a shareholder, in the 458 th Exchanged Shares Fields Note |
Discontinued Operations
Discontinued Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Discontinued Operations | Note 18 – Discontinued Operations During 2020, the Company decided to discontinue the operation of its VISSIA McKinney, VISSIA Waterway, and Legend Nutrition. VISSIA McKinney, VISSIA Waterway, and Legend Nutrition have been presented as discontinued operations in the accompanying consolidated financial statements. The operating results for VISSIA McKinney, VISSIA Waterway, and Legend Nutrition have been presented in the accompanying consolidated statement of operations for the three months ended March 31, 2021 and 2020 as discontinued operations and are summarized below: Years Ended March 31, 2021 2020 Revenue $ 2,530 $ 113,432 Cost of revenue 0 53,449 Gross Profit 2,530 59,983 Operating expenses 20,142 158,268 Loss from operations (17,612 ) (98,285 ) Other Expenses (0 ) (1,008 ) Net loss $ (17,612 ) $ (99,293 ) | Note 18 – Discontinued Operations During 2020, the Company decided to discontinue the operation of its VISSIA McKinney, VISSIA Waterway, and Legend Nutrition. VISSIA McKinney, VISSIA Waterway, and Legend Nutrition have been presented as discontinued operations in the accompanying consolidated financial statements. The operating results for VISSIA McKinney, VISSIA Waterway, and Legend Nutrition have been presented in the accompanying consolidated statement of operations for the years ended December 31, 2020 and 2019 as discontinued operations and are summarized below: Years Ended December 31, 2020 2019 Revenue $ 311,672 $ 214,101 Cost of revenue 205,742 107,195 Gross Profit 105,930 106,906 Operating expenses 587,580 178,340 Loss from operations (481,650 ) (71,434 ) Other Expenses (722,135 ) (9,054 ) Net loss $ (1,203,785 ) $ (80,488 ) |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 19 – Subsequent Events On April 8, 2021, the Company issued 909,361 common shares to an investor in exchange for $129,925 of principal and accrued interest owed under the terms and conditions of that 6% convertible promissory note as issued to Cavalry, dated January 7, 2021. On April 21, 2021, the Company issued 403,769 common shares to an investor in exchange for $50,875 of principal and accrued interest owed under the terms and conditions of that 6% convertible promissory note as issued to L1 Capital, dated January 7, 2021. On April 28, 2021, the Company issued 485,079 common shares to an investor in exchange for $61,120 of principal and accrued interest owed under the terms and conditions of that 6% convertible promissory note as issued to L1 Capital, dated January 7, 2021. On May 3, 2021, the Company issued 760,928 common shares to an investor in exchange for $56,750 of principal and accrued interest owed under the terms and conditions of that 8% convertible promissory note as issued to Quick Capital, LLC, dated October 20, 2020. Management has evaluated all subsequent events from March 31, 2021 through the issuance date of the financial statements for subsequent event disclosure consideration. No change to the financial statements for the three months ended March 31, 2021 is deemed necessary as a result of this evaluation. | Note 19 – Subsequent Events On January 6, 2021 (the “ First Closing Date Purchase Agreement Investors Notes Warrants Transaction Documents A total of $850,000 in Notes (the “ First Tranche Notes Second Tranche Notes Second Closing Date The First Tranche Notes mature on January 7, 2022 and the Second Tranche Notes mature on March 30, 2022, and accrue interest at a rate of 6% per annum (15% upon the occurrence of an event of default) payable to the Investors in cash on a calendar quarterly basis (which changes to monthly upon the occurrence of an event of default). Each of the Notes contained a 6% original issue discount. The First Tranche Notes are convertible into shares of the Company’s common stock at any time, at a rate equal to the lesser of (i) $0.50 per share and (ii) 75% of the lowest daily volume-weighted average price (VWAP) of the Company’s common stock during the seven consecutive trading days prior to the delivery of a conversion notice (the “ Market Price The conversion price of the Notes may be adjusted upon the occurrence of certain events and the Notes may be declared immediately due and payable by the Investors in the event the Company defaults on any terms of the Notes or the other Transaction Documents. Additionally, at the option of the Investors, upon the occurrence of any event of default, the Investors can elect to convert the Notes at the lower of the stated conversion price and a conversion price equal to 70% of the lowest closing bid price of the common stock during the 10 consecutive trading day period ending and including the date of delivery or deemed delivery of any applicable conversion notice (the “ Alternative Conversion Price The Warrants are exercisable at various prices with (i) Warrants to purchase 2,250,000 shares of common stock exercisable at $0.20 per share, (ii) Warrants to purchase 2,250,000 shares of common stock exercisable at $0.35 per share, and (iii) Warrants to purchase 2,250,000 shares of common stock exercisable at $0.50 per share. All of the Warrants may be exercised via cashless exercise in the event that the shares underlying the Warrants are not registered within 180 days of the closing of the transaction. The Warrants, if not exercised by such date, terminate on January 7, 2026. The Warrants contain provisions limiting each Investor’s ability to exercise the Warrants if such exercise would cause the Investor’s (or any affiliate of any such Investor) holdings in the Company to exceed 9.99% of the Company’s issued and outstanding shares of common stock. We may prepay the Notes (provided we treat all Note holders equally) by paying 110% of the principal and interest thereon at any time (provided we are required to provide the holders 15 days prior written notice of such repayment, and during which time period the holder may convert the Note into common stock). Unless the Company’s common stock is listed on the NYSE, the NYSE American, the Nasdaq Capital Market, Nasdaq Global Market or Nasdaq Global Select, at any time the Company issues common stock or common stock equivalents, subject to certain exceptions, below the then exercise price, the exercise price of the Warrants reset to the lower of such dilutive issuance or the VWAP on the next trading day following the first public disclosure of such dilutive issuance. Upon an event of default, the exercise price of the Warrants, at the option of the Investors, is the Alternative Conversion Price. If the Company undertakes a fundamental transaction and the successor entity is not a publicly-traded company, the holders of the Warrants have the right to require the Company to pay the greater of (a) the Black Scholes Value of the warrants; and (b) the positive difference between the consideration payable in such fundamental transaction minus the exercise price. On January 12, 2021, the Company issued 708,750 common shares to an investor in exchange for $114,392 of principal and accrued interest owed under the terms and conditions of that promissory note as issued to LGH Investments, LLC., dated August 11, 2020. On January 13, 2021, the Company issued 105,000 shares of the Company’s common stock to eligible persons under the Plan. The shares were valued at $0.40 per share or $40,000. On January 21, 2021, the Company agreed to issue 4,000,000 shares of common stock to Mr. Rodriquez under the terms of his employment agreement, 1,500,000 million shares of common stock to Mr. Bowen under the terms of his employment agreement and 1,000,000 shares to David M. Loev, the managing partner of The Loev Law Firm, PC, the Company’s securities counsel, who is also the brother-in-law of Jacob D. Cohen, the Company’s sole officer and director, under the terms of the reduced fee agreement. The securities issued to the Company’s legal counsel are subject to a two-year lock-up agreement, preventing the sale or transfer of such shares without the written approval of the Company, except to affiliates of the holder, who agree to be bound by the same terms. On January 22, 2021, Mr. Jacob D. Cohen, as the sole member of the Board of Directors of the Company, approved the issuance to himself, in consideration for services rendered as the sole officer and director of the Company, of 2,500,000 shares of restricted common stock. The securities are subject to a two-year lock-up agreement, preventing the sale or transfer of such shares without the written approval of the Company, except to affiliates of the holder, who agree to be bound by the same terms. On January 22, 2021, the Company issued 400,000 shares of the Company’s common stock in consideration for consulting services. The shares were valued at $0.38 per share, or $152,000 based on the market price on the date of issuance. On January 22, 2021, the Company issued 200,000 common shares to an investor in exchange for $94,500 in cash, net of offering costs. The shares issued to the investor are part of the 10,000,000 Shares offered and registered by the Company under the Offering Statement. On February 8, 2021, the Company issued 217,640 common shares to an investor in exchange for $50,275 of principal and accrued interest owed under the terms and conditions of that 6% convertible promissory note as issued to L1 Capital Global Opportunities Master Fund (“ L1 Capital On February 12, 2021, the Company issued 224,921 common shares to an investor in exchange for $50,000 of principal and accrued interest owed under the terms and conditions of that 6% convertible promissory note as issued to Cavalry Fund 1, LP (“Cavalry”), dated January 7, 2021. On February 26, 2021, the Company issued 500,000 shares of the Company’s common stock in consideration for consulting services. The shares were valued at $0.08 per share, or $142,600 based on the market price on the date of issuance. On March 5, 2021, the Company issued 409,333 common shares to an investor in exchange for $75,000 of principal and accrued interest owed under the terms and conditions of that 6% convertible promissory note as issued to Cavalry, dated January 7, 2021. On March 8, 2021, we entered into a Consulting Agreement with KBHS, LLC (“ KBHS Pursuant to the Consulting Agreement, KBHS agreed to provide consulting services to the Company as the Company’s Brand Ambassador, including providing endorsement services and advising on marketing, promotions, acquisitions, licensing and business development. KBHS also agreed to up to four webinar appearances on behalf of the Company per year to support the Company’s direct sales efforts. The Consulting Agreement has a term of two years, and can be terminated with ten days prior written notice (subject to applicable cure rights set forth in the Consulting Agreement), in the event we or KBHS breach any term of the agreement, or we fail to pay any amounts due, become subject to any government regulatory investigation, certain lawsuits, claims, actions or take certain other actions during the term of the Consulting Agreement. As consideration for providing the services under the Consulting Agreement, we agreed to issue KBHS 1,500,000 shares of restricted common stock, which vest immediately upon issuance, to pay KBHS $10,000 per month, and agreed to pay KBHS a 5% finder’s fee on any new business introduced or developed by KBHS and 7.5% of the value of any acquisition or merger created or developed exclusively by KBHS, undertaken by the Company, subject to applicable laws. In the event we fail to pay any consideration due under the Consulting Agreement, such amount accrues interest at the rate of 1.5% per month until paid in full. On March 8, 2020, the Company issued to GCN an additional 500,000 shares of Series B Convertible Preferred Stock, which had an agreed upon value of $500,000 ($1.00 per share) in connection with milestones achieved pursuant to the SPA as executed with GCN on May 15, 2020. Immediately upon issuance, GCN elected to convert the 500,000 shares of Series B Convertible Preferred Stock into 2,057,613 shares of the Company’s common stock, at a price of $0.24 per share. On March 9, 2021, the Company issued 200,000 shares of the Company’s common stock in consideration for consulting services. The shares were valued at $0.22 per share, or $44,000 based on the market price on the date of issuance. On March 18, 2021, the Company issued 451,060 common shares to an investor in exchange for $75,000 of principal and accrued interest owed under the terms and conditions of that 6% convertible promissory note as issued to Cavalry, dated January 7, 2021. On March 19, 2021, the Company issued 872,270 common shares to an investor in exchange for $151,175 of principal and accrued interest owed under the terms and conditions of that 6% convertible promissory note as issued to L1 Capital, dated January 7, 2021. On March 22, 2021, the Company issued 100,000 shares of the Company’s common stock in consideration for consulting services. The shares were valued at $0.28 per share, or $28,000 based on the market price on the date of issuance. On March 24, 2021, the Company issued 555,324 common shares to an investor in exchange for $100,000 of principal and accrued interest owed under the terms and conditions of that 6% convertible promissory note as issued to Cavalry, dated January 7, 2021. On April 8, 2021, the Company issued 909,361 common shares to an investor in exchange for $129,925 of principal and accrued interest owed under the terms and conditions of that 6% convertible promissory note as issued to Cavalry, dated January 7, 2021. Management has evaluated all subsequent events from December 31, 2020 through the issuance date of the financial statements for subsequent event disclosure consideration. No change to the financial statements for the year ended December 31, 2020 is deemed necessary as a result of this evaluation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization, Ownership and Business | Organization, Ownership and Business Prior to May 31, 2018, the Company was a 93.2% owned subsidiary of American International Industries, Inc. (“ American AMIN On April 12, 2019, the Company entered into a Share Exchange Agreement (the “ Agreement Novopelle Novopelle On April 28, 2020, the Company incorporated a wholly-owned subsidiary, ZipDoctor, Inc. (“ ZipDoctor On May 15, 2020, the Company entered into a Securities Purchase Agreement (the “ SPA GCN Life Guru Impact of COVID-19 Pandemic on Consolidated Financial Statements. COVID-19 Moving forward, we expect to deal with the loss of available employees due to health concerns which in the future may limit our ability to operate. Separately, economic recessions, including those brought on by the COVID-19 outbreak may have a negative effect on the demand for our services and our operating results. We have also experienced delays due to the COVID-19 outbreak in receiving products and supplies which we need to operate. All of the above may be exacerbated in the future as the COVID-19 outbreak and the governmental responses thereto continues. Furthermore, all of the above may be exacerbated due to the fact that all of our operations currently take place in the state of Texas, which has recently experienced some of the largest increases in the number of cases of, and the number of hospitalizations related to, COVID-19. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of AMIH and its wholly-owned subsidiaries: VISSIA McKinney, LLC (f/k/a Novopelle Diamond, LLC), VISSIA Waterway, Inc. (f/k/a Novopelle Waterway, Inc.), Legend Nutrition, Inc., Capitol City Solutions USA, Inc. and EPIQ MD, Inc. VISSIA Waterway, Inc., VISSIA McKinney LLC and Legend Nutrition (collectively referred to as “Discontinued Subsidiaries”) have been presented as discontinued operations in the accompanying consolidated financial statements. All significant intercompany transactions and balances have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented. |
Cash Equivalents | Cash Equivalents Highly liquid investments with original maturities of three months or less are considered cash equivalents. There are no cash equivalents at December 31, 2020 and December 31, 2019. The Company maintains the majority of its cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. From time to time, cash in deposit accounts may exceed the FDIC limits, the excess would be at risk of loss for purposes of the statement of cash flows. |
Inventory | Inventory Inventory consists of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out method. The Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. Total Value of Finished goods inventory as of December 31, 2020 and 2019 was $12,631 and $16,484, respectively, from discontinued operations. The Company had no inventory from continuing operations as of December 31, 2020 and 2019, respectively. No allowance was necessary as of December 31, 2020 and 2019. |
Net Loss Per Common Share | Net Loss Per Common Share We compute net income (loss) per share in accordance with ASC 260, Earning per Share |
Property, Plant, Equipment, Depreciation, Amortization and Long-Lived Assets | Property, Plant, Equipment, Depreciation, Amortization and Long-Lived Assets Long-lived assets include: Property, Plant and Equipment – Assets acquired in the normal course of business are recorded at original cost and may be adjusted for any additional significant improvements after purchase. We depreciate the cost evenly over the assets’ estimated useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Depreciable life Residual value Machinery and Equipment 5 years 0 % Furniture and fixture 7 years 0 % Computer and software 3 years 0 % Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, with any resultant gain or loss being recognized as a component of other income or expense. Identifiable intangible assets – These assets are recorded at acquisition cost. Intangible assets with finite lives are amortized evenly over their estimated useful lives. At least annually, we review all long-lived assets for impairment. When necessary, we record changes for impairments of long-lived assets for the amount by which the present value of future cash flows, or some other fair value measure, is less than the carrying value of these assets. If the carrying amount of a reporting unit exceeds its fair value, we measure the possible goodwill impairment based upon an allocation of the estimate of fair value of the reporting unit to all of the underlying assets and liabilities of the reporting unit, including any previously unrecognized intangible assets (Step Two Analysis). The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities (“carrying amount”) is the implied fair value of goodwill. Goodwill and indefinite-lived brands are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believe such assumptions are also comparable to those that would be used by other marketplace participants. |
Fair Value of Financial Instruments | Fair value of financial instruments The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. Our financial instruments include cash, inventories, prepayment and deposits, accounts payable, accrued liabilities, accrued interest payable, accrued compensation, convertible note payable, loans payable, derivative liabilities and billing in excess of costs and estimated earnings. The carrying values of the Company’s cash, inventories, prepayment and deposits, accounts payable, accrued liabilities, accrued interest payable, accrued compensation, convertible note payable, short-term loans payable, derivative liabilities and billing in excess of costs and estimated earnings approximate their fair value due to their short-term nature. The Company’s convertible note payable are measured at amortized cost. The derivative liabilities are stated at their fair value as a level 3 measurement. The Company used the Lattice Model to determine the fair values of these derivative liabilities. See Note 10 and Note 11 for the Company’s assumptions used in determining the fair value of these financial instruments. |
Convertible Note Payable | Convertible notes payable The Company accounts for convertible notes payable in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging, since the conversion feature is not indexed to the Company’s stock and can’t be classified in equity. The Company allocates the proceeds received from convertible notes payable between the liability component and conversion feature component. The conversion feature that is considered embedded derivative liabilities has been recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company has also recorded the resulting discount on debt related to the conversion feature and is amortizing the discount using the effective interest rate method over the life of the debt instruments. |
Derivative Liabilities | Derivative liabilities The Company accounts for derivative liabilities in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires companies to recognize all derivative liabilities in the balance sheet at fair value, and marks it to market at each reporting date with the resulting gains or losses shown in the Statement of Operations. |
Management's Estimates and Assumptions | Management’s Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these estimates. |
Concentration and Risks | Concentration and Risks The Company’s operations are subject to risks including financial, operational, regulatory and other risks including the potential risk of business failure. For the year ended December 31, 2020, 99.9% of the Company’s revenues from continuing operations were derived from two major customers in connection with the construction contracts. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in according with Accounting Standards Codification (ASC) Topic 606. The underlying principle is that the Company recognize revenue to depict the transfer of promised goods and services to customers in an amount that they expect to be entitled to in the exchange for goods and services provided. A five-step process has been designed for the individual or pools of contracts to keep financial statements focused on this principle. Revenues from fixed-price and cost-plus contracts are recognized on the percentage of completion method, whereby revenues on long-term contracts are recorded on the basis of the Company’s estimates of the percentage of completion of contracts based on the ratio of actual cost incurred to total estimated costs. This cost-to-cost method is used because management considers it to be the best available measure of progress on these contacts. Revenues from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned, measured on the cost-to-cost method. Revenues from time-and-material and rate chart contracts are recognized currently as work is performed. Revenues from maintenance service contracts are recognized on a straight-line basis over the life of the contract once the Company has an agreement, service has begun, the price is fixed or determinable and collectability is reasonably assumed. Cost of revenues include all direct material, sub-contractor, labor and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Claims for additional contract revenue are recognized when realization of the claim is probable and the amount can be reasonably determined. |
Stock Based Compensation | Stock based compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On July 27, 2018, the inception date, the Company adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. |
Income Taxes | Income Taxes The Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. |
Related Parties | Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. A material related party transaction has been identified in Note 11 in the financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“ FASB In August 2018, the FASB issued ASU No. 2018-13, “ Fair Value Measurement (Topic 820). In December 2019, the FASB issued ASU No. 2019-12, “ Simplifying the Accounting for Income Taxes (Topic 740) In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) ASU 2020-06 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property, Plant and Equipment | We depreciate the cost evenly over the assets’ estimated useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Depreciable life Residual value Machinery and Equipment 5 years 0 % Furniture and fixture 7 years 0 % Computer and software 3 years 0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Continuing Operations [Member] | ||
Schedule of Property and Equipment | Property and equipment from continuing operations were as follows at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Leasehold improvements 4,262 4,262 Furniture & fixtures 18,830 18,830 23,092 23,092 Less accumulated depreciation and amortization 5,309 4,238 Net property and equipment $ 17,783 $ 18,854 | Property and equipment from continuing operations were as follows at December 31, 2020 and 2019: December 31, December 31, 2020 2019 Leasehold improvements 4,262 - Furniture & fixtures 18,830 - 23,092 - Less accumulated depreciation and amortization 4,238 - Net property and equipment $ 18,854 $ - |
Discontinued Operations [Member] | ||
Schedule of Property and Equipment | Property and equipment from discontinued operations were as follows at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Leasehold improvements $ - $ - Furniture & fixtures 11,072 11,072 Equipment 78,017 83,917 89,089 94,989 Less accumulated depreciation and amortization 10,478 6,184 Net property and equipment $ 78,611 $ 88,805 | Property and equipment from discontinued operations were as follows at December 31, 2020 and 2019: December 31, December 31, 2020 2019 Leasehold improvements $ - $ 102,264 Furniture & fixtures 11,072 23,115 Equipment 83,917 49,180 94,989 174,559 Less accumulated depreciation and amortization 6,184 19,744 Net property and equipment $ 88,805 $ 154,815 |
Operating Right-of-Use Lease _2
Operating Right-of-Use Lease Liability (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Capitol City Solutions USA, Inc [Member] | ||
Schedule of Maturities of Lease Liabilities | The following is a schedule, by year, of maturities of lease liabilities as of March 31, 2021: 2021 20,466 2022 27,288 2023 27,288 2024 27,288 2025 2,274 Total undiscounted cash flows 104,604 Less imputed interest (8%) (23,167 ) Present value of lease liability $ 81,437 | The following is a schedule, by year, of maturities of lease liabilities as of December 31, 2020: 2021 27,288 2022 27,288 2023 27,288 2024 27,288 2025 2,274 Total undiscounted cash flows 111,426 Less imputed interest (8%) (23,773 ) Present value of lease liability $ 87,653 |
VISSIA McKinney, LLC [Member] | ||
Schedule of Maturities of Lease Liabilities | The following is a schedule, by year, of maturities of lease liabilities as of March 31, 2021: 2021 54,951 2022 55,854 2023 56,776 2024 57,715 2025 53,828 Total undiscounted cash flows 279,124 Less imputed interest (8%) (83,144 ) Present value of lease liability $ 195,980 | The following is a schedule, by year, of maturities of lease liabilities as of December 31, 2020: 2021 54,951 2022 55,854 2023 56,776 2024 57,715 2025 53,828 Total undiscounted cash flows 279,124 Less imputed interest (8%) (83,144 ) Present value of lease liability $ 195,980 |
VISSIA Waterway, Inc [Member] | ||
Schedule of Maturities of Lease Liabilities | The following is a schedule, by year, of maturities of lease liabilities as of March 31, 2021: 2021 55,540 2022 57,206 2023 58,922 2024 60,690 Total undiscounted cash flows 232,358 Less imputed interest (8%) (49,529 ) Present value of lease liability $ 182,829 | The following is a schedule, by year, of maturities of lease liabilities as of December 31, 2020: 2021 55,540 2022 57,206 2023 58,922 2024 60,690 Total undiscounted cash flows 232,358 Less imputed interest (8%) (49,529 ) Present value of lease liability $ 182,829 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Notes Payable | Notes payable represents the following at March 31, 2021: Note payable dated May 17, 2019 for $30,000, with interest at 5% per annum and due on April 30, 2020. The Note and accrued interest totaled $31,791 were settled by the issuance of 242,407 common shares of the Company at a price of $0.131 per share. The shares were valued at $0.33 per share based on the market price at the settlement date. Accordingly, the Company recorded loss on loan settlement of $48,203 during the year ended December 31, 2020. $ 30,000 Less: Settlement (30,000 ) 0 (1) Note payable to an individual dated July 8, 2019 for $40,000, with interest at 8% per annum and due on July 8, 2020. The Note is a convertible promissory note. The Note holder has the right to convert all or any portion of the principal amount and accrued interest due on the Note into the shares issued under the Company’s qualified Regulation A offering circular (the “ Offering Statement 40,000 (2) Note payable to a financial group dated August 26, 2019 for $75,000, with interest at 12% per annum and due on August 26, 2020. The Note is a convertible promissory note in the event of default. The Note holder has the right to convert all or any portion of the principal amount and accrued interest due on the Note into the shares of the Company at the price equal to 50% of the lowest trading price on the primary trading market on which the Company’s common stock is quoted for the last ten (10) trading days immediately prior to but not including the conversion date. 75,000 Less: conversion (75,000 ) 0 (3) Note payable dated October 15, 2019 for $75,000, with interest at 10% per annum and due on July 15, 2020. The Note is a convertible promissory note. The Note holder has the right to convert all or any portion of the principal amount and accrued interest due on the Note into the shares under the Offering Statement at the offering price. Furthermore, the Company issued 10,000 shares of the Company’s common stock to the unrelated party investor as further consideration to enter into the loan with the Company. During the year ended December 31, 2020, principal and accrued interest totaling $83,233 was converted into 1,503,883 common shares of the Company within the terms of the note. 75,000 Less: conversion (75,000 ) 0 (4) Note payable of $78,750 dated October 28, 2019 for cash of $75,000, with interest at 10% per annum and due on October 28, 2020. The Note is a convertible promissory note. The conversion price is equal to the lesser of (i) the price per share of common stock sold to investors in the Offering Statement ($0.50 per share), or (ii) a variable conversion price equal to 60% multiplied by the lowest trading price for the common stock during the ten (10) trading day period ending on the latest completed trading day prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $84,620 was converted into 1,119,309 common shares of the Company within the terms of the note during the year ended December 31, 2020. Accordingly, the unamortized discount as of the conversion date in the amount of $62,652 was expensed. 78,750 Less: conversion (78,750 ) 0 (5) Note payable of $78,750 dated October 28, 2019 for cash of $75,000, with interest at 10% per annum and due on October 28, 2020. The Note is a convertible promissory note. The conversion price equals the lesser of (i) the price per share of common stock sold to investors in the Offering Statement ($0.50 per share), or (ii) a variable conversion price equal to 60% multiplied by the lowest trading price for the common stock during the ten (10) trading day period ending on the latest completed trading day prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $84,529 was converted into 1,080,808 common shares of the Company within the terms of the note during the year ended December 31, 2020. Accordingly, the unamortized discount as of the conversion date in the amount of $57,130 was expensed. 78,750 Less: conversion (78,750 ) 0 (6) Note payable of $78,750 dated October 28, 2019 for cash of $75,000, with interest at 10% per annum and due on October 28, 2020. The Note is a convertible promissory note. The conversion price equals the lesser of (i) the price per share of common stock sold to investors in the Offering Statement ($0.50 per share), or (ii) a variable conversion price equal to 60% multiplied by the lowest trading price for the common stock during the ten (10) trading day period ending on the latest completed trading day prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $84,620 was converted into 1,119,309 common shares of the Company within the terms of the note during the year ended December 31, 2020. Accordingly, the unamortized discount as of the conversion date in the amount of $62,652 was expensed. 78,750 Less: conversion (78,750 ) 0 (7) On October 18, 2019, Legend Nutrition, Inc. (“ Legend Assets 75,000 Less: Settlement (75,000 ) 0 (8) Note payable of $157,500 dated February 24, 2020 for cash of $150,000, net of original issue discount of $7,500, with interest at 8% per annum and due on February 24, 2021. The Note is a convertible promissory note. The conversion price equals 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to and including the conversion date, representing a discount rate of 40%. %. The Note and accrued interest totaling $166,362 was converted into 3,071,819 common shares of the Company within the terms of the note during the year ended December 31, 2020. 157,500 (9) Less: Conversion (157,500 ) 0 Note payable of $88,000 dated April 20, 2020 for cash of $88,000, with interest at 8% per annum and due on April 20, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The Note and accrued interest totaling $140,968 was converted into 2,232,298 common shares of the Company within the terms of the note during the year ended December 31, 2020. 88,000 (10) Less: Conversion (88,000 ) 0 Note payable of $105,000 dated April 30, 2020 for cash of $100,000, net of original issue discount of $5,000, with interest at 8% per annum and due on April 30, 2021. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lower of $0.50 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $109,200 was converted into 1,511,000 common shares of the Company within the terms of the note during the year ended December 31, 2020. 105,000 (11) Less: Conversion (105,000 ) 0 Note payable of $53,000 dated May 19, 2020 for cash of $53,000, with interest at 8% per annum and due on August 19, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The Note and accrued interest totaling $86,217 was converted into 683,791 common shares of the Company within the terms of the note during the year ended December 31, 2020. 53,000 (12) Less: Conversion (53,000 ) 0 Note payable dated June 24, 2020 for $30,000, with interest at 5% per annum and due on September 24, 2020. The Note is unsecured. The Note and accrued interest totaling $ 30,777 was settled by the issuance of 376,704 common shares of the Company. The shares were valued at $0.21 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $48,331 during the year ended December 31, 2020. 30,000 (13) Less: Conversion (30,000 ) 0 Note payable dated July 7, 2020 for $50,000, with interest at 5% per annum and due on July 7, 2021. The Note is unsecured. $ 50,000 (14) Note payable of $53,000 dated August 5, 2020 for cash of $53,000, with interest at 8% per annum and due on November 5, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $70,736 was paid during the three months ended March 31, 2021. 53,000 (15) Less: Repayment (53,000 ) 0 Note payable of $105,000 dated August 11, 2020 for cash of $100,000, net of original issue discount of $5,000, with one-time interest charge of 8% payable and due on May 11, 2021. The outstanding balance of the Note will be increase by 135% if in default. The Note is a convertible promissory note. The conversion price equals the lower of $0.50 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. The note and accrued interest totaling $111,466 was settled by the issuance of 708,750 common shares of the Company and $50,000 in cash. The note and accrued interest were converted at $0.1614 per share and settled with additional share at $0.45 per shares. Accordingly, the Company recorded a loss on loan settlement of $58,059 during the three months ended March 31, 2021. 105,000 (16) Less: Repayment (105,000 ) 0 Note payable of $53,000 dated September 14, 2020 for cash of $53,000, with interest at 8% per annum and due on December 14, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $70,736 was paid during the three months ended March 31, 2021. 53,000 (17) Less: Repayment (53,000 ) 0 Note payable to an unrelated party dated September 11, 2020 for $4,000, with no interest and due on demand. 4,000 (18) Note payable to an unrelated party dated September 16, 2020 for $5,000, with no interest and due on demand. 5,000 (19) Note payable of $56,750 dated October 12, 2020 for cash of $52,750, with interest at 8% per annum and due on October 12, 2021. The annual interest rate will increase to 24% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.50 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. 56,750 (20) Note payable of $138,00 dated November 13, 2020 for cash of $138,000, with interest at 8% per annum and due on November 13, 2021. The annual interest rate will increase to 18% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $183,483 was paid during the three months ended March 31, 2021. 138,000 (21) Less: Repayment (138,000 ) 0 Note payable of $83,500 dated December 2, 2020 for cash of $83,500, with interest at 8% per annum and due on March 2, 2022. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The note, accrued interest and early payment penalty totaling $104,527 was paid during the three months ended March 31, 2021. $ 83,500 (22) Less: Repayment (83,500 ) 0 Note payable of $425,000 dated January 6, 2021 for cash of $400,000, with interest at 6% per annum and due on January 7, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.50 or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. The note totaling $300,000 was converted into 1,640,638 common shares of the Company within the terms of the note during the year ended March 31, 2021. $ 425,000 (23) Less: Conversion (300,000 ) 125,000 Note payable of $425,000 dated January 6, 2021 for cash of $400,000, with interest at 6% per annum and due on January 7, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.50 or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. The note totaling $200,000 was converted into 1,089,910 common shares of the Company within the terms of the note during the year ended March 31, 2021. $ 425,000 (24) Less: Conversion (200,000 ) 225,000 Note payable of $300,000 dated March 30, 2021 for cash of $282,000, with interest at 6% per annum and due on March 30, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.2437 or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. $ 300,000 (25) Note payable of $300,000 dated March 30, 2021 for cash of $282,000, with interest at 6% per annum and due on March 30, 2022. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.2437 or 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day period prior to the conversion date, representing a discount rate of 25%. $ 300,000 (26) $ 1,105,750 Less: unamortized discount (959,303 ) Total $ 146,447 Short term convertible notes, net of discount of $959,303 $ 87,447 Long-term convertible notes, net of discount of $0 $ 0 Short-term non-convertible notes – continuing operations $ 55,000 Short-term non-convertible notes – discontinued operations $ 4,000 Long-term non-convertible notes $ 0 | Notes payable represents the following at December 31, 2020 and 2019: Note payable dated May 17, 2019 for $30,000, with interest at 5% per annum and due on April 30, 2020. The Note and accrued interest totaled $31,791 were settled by the issuance of 242,407 common shares of the Company at a price of $0.131 per share. The shares were valued at $0.33 per share based on the market price at the settlement date. Accordingly, the Company recorded loss on loan settlement of $48,203 during the year ended December 31, 2020. $ 30,000 Less: Settlement (30,000 ) 0 (1) Note payable to an individual dated July 8, 2019 for $40,000, with interest at 8% per annum and due on July 8, 2020. The Note is a convertible promissory note. The Note holder has the right to convert all or any portion of the principal amount and accrued interest due on the Note into the shares issued under the Company’s qualified Regulation A offering circular (the “ Offering Statement 40,000 (2) Note payable to a financial group dated August 26, 2019 for $75,000, with interest at 12% per annum and due on August 26, 2020. The Note is a convertible promissory note in the event of default. The Note holder has the right to convert all or any portion of the principal amount and accrued interest due on the Note into the shares of the Company at the price equal to 50% of the lowest trading price on the primary trading market on which the Company’s common stock is quoted for the last ten (10) trading days immediately prior to but not including the conversion date. 75,000 Less: conversion (75,000 ) 0 (3) Note payable dated October 15, 2019 for $75,000, with interest at 10% per annum and due on July 15, 2020. The Note is a convertible promissory note. The Note holder has the right to convert all or any portion of the principal amount and accrued interest due on the Note into the shares under the Offering Statement at the offering price. Furthermore, the Company issued 10,000 shares of the Company’s common stock to the unrelated party investor as further consideration to enter into the loan with the Company. During the year ended December 31, 2020, principal and accrued interest totaling $83,233 was converted into 1,503,883 common shares of the Company within the terms of the note. 75,000 Less: conversion (75,000 ) 0 (4) Note payable of $78,750 dated October 28, 2019 for cash of $75,000, with interest at 10% per annum and due on October 28, 2020. The Note is a convertible promissory note. The conversion price is equal to the lesser of (i) the price per share of common stock sold to investors in the Offering Statement ($0.50 per share), or (ii) a variable conversion price equal to 60% multiplied by the lowest trading price for the common stock during the ten (10) trading day period ending on the latest completed trading day prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $84,620 was converted into 1,119,309 common shares of the Company within the terms of the note during the year ended December 31, 2020. Accordingly, the unamortized discount as of the conversion date in the amount of $62,652 was expensed. 78,750 Less: conversion (78,750 ) 0 (5) Note payable of $78,750 dated October 28, 2019 for cash of $75,000, with interest at 10% per annum and due on October 28, 2020. The Note is a convertible promissory note. The conversion price equals the lesser of (i) the price per share of common stock sold to investors in the Offering Statement ($0.50 per share), or (ii) a variable conversion price equal to 60% multiplied by the lowest trading price for the common stock during the ten (10) trading day period ending on the latest completed trading day prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $84,529 was converted into 1,080,808 common shares of the Company within the terms of the note during the year ended December 31, 2020. Accordingly, the unamortized discount as of the conversion date in the amount of $57,130 was expensed. 78,750 Less: conversion (78,750 ) 0 (6) Note payable of $78,750 dated October 28, 2019 for cash of $75,000, with interest at 10% per annum and due on October 28, 2020. The Note is a convertible promissory note. The conversion price equals the lesser of (i) the price per share of common stock sold to investors in the Offering Statement ($0.50 per share), or (ii) a variable conversion price equal to 60% multiplied by the lowest trading price for the common stock during the ten (10) trading day period ending on the latest completed trading day prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $84,620 was converted into 1,119,309 common shares of the Company within the terms of the note during the year ended December 31, 2020. Accordingly, the unamortized discount as of the conversion date in the amount of $62,652 was expensed. 78,750 Less: conversion (78,750 ) 0 (7) On October 18, 2019, Legend Nutrition, Inc. (“ Legend Assets 75,000 Less: Settlement (75,000 ) 0 (8) Note payable of $157,500 dated February 24, 2020 for cash of $150,000, net of original issue discount of $7,500, with interest at 8% per annum and due on February 24, 2021. The Note is a convertible promissory note. The conversion price equals 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to and including the conversion date, representing a discount rate of 40%. %. The Note and accrued interest totaling $166,362 was converted into 3,071,819 common shares of the Company within the terms of the note during the year ended December 31, 2020. 157,500 (9) Less: Conversion (157,500 ) 0 Note payable of $88,000 dated April 20, 2020 for cash of $88,000, with interest at 8% per annum and due on April 20, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The Note and accrued interest totaling $140,968 was converted into 2,232,298 common shares of the Company within the terms of the note during the year ended December 31, 2020. 88,000 (11) Less: Conversion (88,000 ) 0 Note payable of $105,000 dated April 30, 2020 for cash of $100,000, net of original issue discount of $5,000, with interest at 8% per annum and due on April 30, 2021. The annual interest rate will increase to 15% if in default. The Note is a convertible promissory note. The conversion price equals the lower of $0.50 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. The Note and accrued interest totaling $109,200 was converted into 1,511,000 common shares of the Company within the terms of the note during the year ended December 31, 2020. 105,000 (12) Less: Conversion (105,000 ) 0 Note payable of $53,000 dated May 19, 2020 for cash of $53,000, with interest at 8% per annum and due on August 19, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. The Note and accrued interest totaling $86,217 was converted into 683,791 common shares of the Company within the terms of the note during the year ended December 31, 2020. 53,000 (11) Less: Conversion (53,000 ) 0 Note payable dated June 24, 2020 for $30,000, with interest at 5% per annum and due on September 24, 2020. The Note is unsecured. The Note and accrued interest totaling $ 30,777 was settled by the issuance of 376,704 common shares of the Company. The shares were valued at $0.21 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $48,331 during the year ended December 31, 2020. 30,000 (14) Less: Conversion (30,000 ) 0 Note payable dated July 7, 2020 for $50,000, with interest at 5% per annum and due on July 7, 2021. The Note is unsecured. $ 50,000 (15) Note payable of $53,000 dated August 5, 2020 for cash of $53,000, with interest at 8% per annum and due on November 5, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. 53,000 (16) Note payable of $105,000 dated August 11, 2020 for cash of $100,000, net of original issue discount of $5,000, with one-time interest charge of 8% payable and due on May 11, 2021. The outstanding balance of the Note will be increase by 135% if in default. The Note is a convertible promissory note. The conversion price equals the lower of $0.50 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. 105,000 (17) Note payable of $53,000 dated September 14, 2020 for cash of $53,000, with interest at 8% per annum and due on December 14, 2021. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. 53,000 (18) Note payable to an unrelated party dated September 11, 2020 for $4,000, with no interest and due on demand. 4,000 (19) Note payable to an unrelated party dated September 16, 2020 for $5,000, with no interest and due on demand. 5,000 (20) Note payable of $56,750 dated October 12, 2020 for cash of $52,750, with interest at 8% per annum and due on October 12, 2021. The annual interest rate will increase to 24% if in default. The Note is a convertible promissory note. The conversion price equals the lessor of $0.50 per share or 60% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 40%. 56,750 (18) Note payable of $138,00 dated November 13, 2020 for cash of $138,000, with interest at 8% per annum and due on November 13, 2021. The annual interest rate will increase to 18% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. 138,000 (18) Note payable of $83,500 dated December 2, 2020 for cash of $83,500, with interest at 8% per annum and due on March 2, 2022. The annual interest rate will increase to 22% if in default. The Note is a convertible promissory note. The conversion price equals 61% of the lowest daily volume weighted average price (VWAP) for the common stock during the ten (10) trading day period prior to the conversion date, representing a discount rate of 39%. $ 83,500 (20) $ 588,250 Less: unamortized discount (449,405 ) Total $ 138,845 Short term convertible notes, net of discount of $370,923 $ 74,827 Long-term convertible notes, net of discount of $78,482 $ 5,018 Short-term non-convertible notes – continuing operations $ 55,000 Short-term non-convertible notes – discontinued operations $ 4,000 Long-term non-convertible notes $ 0 |
Schedule of Maturities of Long Term Debt | The maturities of long-term debt are as follows: Year Amounts 2022 83,500 Total $ 83,500 |
Loans from Related Parties (Tab
Loans from Related Parties (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Schedule of Loans from Related Parties | On April 12, 2019, the Company entered into individual share exchange agreements and promissory notes with each of Daniel Dror, Winfred Fields and former Directors Everett Bassie and Charles Zeller (the “ AMIH Shareholders Promissory Notes $ 350,000 Less: Conversion (240,000 ) 110,000 Note payable to Isaak Cohen, father to the Company’s CEO, dated June 21, 2019 for $40,000, with interest at 8% per annum and due on June 21, 2020. The promissory note is unsecured. Furthermore, the Company issued 50,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company. The Company issued 50,000 common shares valued at $0.10 per share, or $5,000, based on recent sales of common stock to the third party, which was accounted for at a discount on the note. The principal of this Note of $40,000 and accrued interest of $2,214 was paid with cash in full during the first quarter of 2020. Accordingly, the unamortized discount as of the payment date in the amount of $2,363 was expensed. 0 Note payable to Isaak Cohen, father to the Company’s CEO, dated September 9, 2019 for $100,000, with interest at 8% per annum and due on September 9, 2020. The promissory note is unsecured. Furthermore, the Company issued 100,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company. The Company issued 100,000 common shares valued at $1.00 per share, or $100,000, based on the market price at the grant date, which was accounted for as a discount on the note. The Note and accrued interest totaling $109,278 were settled by the issuance of 895,722 common shares of the Company at a price of $0.122 per share. The shares were valued at $0.33 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $186,310 during the nine months ended September 30, 2020. 0 As of March 31, 2021, the Company had a short-term note payable in the amount of $13,473 to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. 13,473 As of March 31, 2021, the Company had a short-term loan payable in the amount of $6,253 to a related party with no interest and due on demand. 6,253 As of March 31, 2021, outstanding loan balances payable to two of the Company officers and board members, Esteban Alexander and Jacob Cohen, was $23,878. The Company incurred $465 and $75, respectively, on imputed interest expense due to related party borrowing during the three months ended March 31, 2021. 23,878 $ 153,604 Less: unamortized discount (0 ) Total $ 153,604 Long-term loan from related parties $ 0 Short-term loan from related parties – continuing operations $ 129,726 Short-term loan from related parties – discontinued operations $ 23,878 | On April 12, 2019, the Company entered into individual share exchange agreements and promissory notes with each of Daniel Dror, Winfred Fields and former Directors Everett Bassie and Charles Zeller (the “ AMIH Shareholders Promissory Notes $ 350,000 Less: Conversion (240,000 ) 110,000 Note payable to Isaak Cohen, father to the Company’s CEO, dated June 21, 2019 for $40,000, with interest at 8% per annum and due on June 21, 2020. The promissory note is unsecured. Furthermore, the Company issued 50,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company. The Company issued 50,000 common shares valued at $0.10 per share, or $5,000, based on recent sales of common stock to the third party, which was accounted for at a discount on the note. The principal of this Note of $40,000 and accrued interest of $2,214 was paid with cash in full during the first quarter of 2020. Accordingly, the unamortized discount as of the payment date in the amount of $2,363 was expensed. 0 Note payable to Isaak Cohen, father to the Company’s CEO, dated September 9, 2019 for $100,000, with interest at 8% per annum and due on September 9, 2020. The promissory note is unsecured. Furthermore, the Company issued 100,000 shares of the Company’s common stock to the related party investor as further consideration to enter into the loan with the Company. The Company issued 100,000 common shares valued at $1.00 per share, or $100,000, based on the market price at the grant date, which was accounted for as a discount on the note. The Note and accrued interest totaling $109,278 were settled by the issuance of 895,722 common shares of the Company at a price of $0.122 per share. The shares were valued at $0.33 per share based on the market price at the settlement date. Accordingly, the Company recorded a loss on loan settlement of $186,310 during the nine months ended September 30, 2020. 0 As of December 31, 2020, the Company had a short-term note payable in the amount of $13,473 to Kemah Development Texas, LP, a company owned by Dror Family Trust, a related party. 13,473 As of December 31, 2020, the Company had a short-term loan payable in the amount of $11,919 to a related party with no interest and due on demand. 11,919 As of September 30, 2020, outstanding loan balances payable to two of the Company officers and board members, Jacob Cohen and Esteban Alexander, was $35,879. The Company incurred $723 and $2,153, respectively, on imputed interest expense due to related party borrowing during the three and nine months ended September 30, 2020. 35,879 $ 171,271 Less: unamortized discount (0 ) Total $ 171,271 Long-term loan from related parties $ 110,000 Short-term loan from related parties – continuing operations $ 25,392 Short-term loan from related parties – discontinued operations $ 35,879 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of Convertible Note Derivatives | The Convertible Note derivatives were valued as of December 31, 2020, issuance, conversion and March 31, 2021 as set forth in the table below. Derivative liabilities as of December 31, 2020 $ 517,366 Initial derivative liabilities at new note issuance 2,719,439 Initial loss (0 ) Conversion (763,241 ) Mark to market changes (433,181 ) Derivative liabilities as of March 31, 2021 $ 2,040,383 | The Convertible Note derivatives were valued as of December 31, 2019, issuance, conversion and December 31, 2020 as set forth in the table below. Derivative liabilities as of December 31, 2019 $ 458,745 Initial derivative liabilities at new note issuance 895,204 Initial loss (36,607 ) Conversion (907,550 ) Mark to market changes 107,574 Derivative liabilities as of December 31, 2020 $ 517,366 |
Costs and Estimated Earnings _2
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contract (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Contractors [Abstract] | ||
Schedule of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contract | Work has started on the long-term contracts that will have costs and earnings in the following periods: Job March 31, 2021 December 31, 2020 Contract Revenues - 5,640,707 Other Revenue - 156,922 Total Revenues - 5,797,629 Contract COGS - 4,184,033 Other COGS - 668,598 Total COGS - 4,852,631 Gross Profit - 944,998 Percentage of completion (POC) - % 100 % Revenues – POC - 7,358,273 Bill to Date $ - $ 7,358,273 Costs and estimated earnings in excess of billings on uncompleted contract $ - $ - | Work has started on the long-term contracts that will have costs and earnings in the following periods: Job Total Contract Revenues 5,640,707 Other Revenue 156,922 Total Revenues 5,797,629 Contract COGS 4,184,033 Other COGS 668,598 Total COGS 4,852,631 Gross Profit 944,998 Percentage of completion (POC) 100 % Revenues – POC 7,358,273 Bill to Date $ 7,358,273 Costs and estimated earnings in excess of billings on uncompleted contract $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Income Tax | The components of deferred income tax assets are as follows: December 31, 2020 Deferred Tax Asset: Net Operating Loss $ 640,368 Valuation Allowance (640,368 ) Net Deferred Asset $ — |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Discontinued Operations | The operating results for VISSIA McKinney, VISSIA Waterway, and Legend Nutrition have been presented in the accompanying consolidated statement of operations for the three months ended March 31, 2021 and 2020 as discontinued operations and are summarized below: Years Ended March 31, 2021 2020 Revenue $ 2,530 $ 113,432 Cost of revenue 0 53,449 Gross Profit 2,530 59,983 Operating expenses 20,142 158,268 Loss from operations (17,612 ) (98,285 ) Other Expenses (0 ) (1,008 ) Net loss $ (17,612 ) $ (99,293 ) | The operating results for VISSIA McKinney, VISSIA Waterway, and Legend Nutrition have been presented in the accompanying consolidated statement of operations for the years ended December 31, 2020 and 2019 as discontinued operations and are summarized below: Years Ended December 31, 2020 2019 Revenue $ 311,672 $ 214,101 Cost of revenue 205,742 107,195 Gross Profit 105,930 106,906 Operating expenses 587,580 178,340 Loss from operations (481,650 ) (71,434 ) Other Expenses (722,135 ) (9,054 ) Net loss $ (1,203,785 ) $ (80,488 ) |
Organization, Ownership and B_2
Organization, Ownership and Business (Details Narrative) - USD ($) | Dec. 16, 2020 | Oct. 08, 2020 | May 15, 2020 | Apr. 12, 2019 | May 31, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Ownership percentage, description | No one individual or entity owns at least 50% of the outstanding shares of the Company. | No one individual or entity owns at least 50% of the outstanding shares of the Company. | |||||||
Number of shares issued during period, shares | 500,000 | 125,000 | |||||||
Number of shares issued during period, values | $ 40,000 | $ 33,750 | $ 100,000 | $ 46,500 | $ 46,500 | $ 10,000 | |||
Shares issued, price per share | $ 0.08 | $ 0.27 | |||||||
American International Industries, Inc [Member] | |||||||||
Percentage of subsidiary owned | 93.20% | ||||||||
Number of restricted common stock issued | 10,100,000 | ||||||||
American International Industries, Inc [Member] | Maximum [Member] | |||||||||
Percentage of subsidiary owned | 93.20% | 93.20% | |||||||
American International Industries, Inc [Member] | Minimum [Member] | |||||||||
Percentage of subsidiary owned | 6.40% | 6.40% | |||||||
Novopelle Diamond, LLC [Member] | Share Exchange Agreement [Member] | |||||||||
Percentage of subsidiary owned | 100.00% | ||||||||
Number of shares issued during period, shares | 18,000,000 | ||||||||
Global Career Networks Inc [Member] | Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | |||||||||
Percentage of subsidiary owned | 51.00% | ||||||||
Shares issued, price per share | $ 1 | ||||||||
Global Career Networks Inc [Member] | Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | |||||||||
Ownership percentage, description | The Company executed a securities purchase agreement with Global Career Networks Inc, a Delaware corporation (the "Seller"), the sole owner of Life Guru, pursuant to which the Company purchased from the Seller, a 51% interest in the capital stock of Life Guru, representing an aggregate of 2,040 shares of Life Guru's common stock. LifeGuru owns and operates the LifeGuru.me website which is currently in development and is anticipated to be fully launched in the fourth quarter of 2020. | ||||||||
Number of shares issued during period, shares | 500,000 | ||||||||
Number of shares issued during period, values | $ 500,000 | ||||||||
Global Career Networks Inc [Member] | Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | Agreed to Issue an Additional Shares [Member] | |||||||||
Number of shares issued during period, shares | 1,500,000 | ||||||||
Number of shares issued during period, values | $ 1,500,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Lease equipment returned | $ 67,336 | |||
Loss on disposition | (5,902) | $ (10,337) | ||
Depreciation and amortization | 1,071 | 932 | $ 4,238 | $ 0 |
Depreciation and amortization expense from discontinued operations | $ 4,294 | $ 9,406 | $ 55,280 | $ 19,744 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Less accumulated depreciation and amortization | $ 5,309 | $ 4,238 | $ 0 |
Net property and equipment | 17,783 | 18,854 | |
Continuing Operations [Member] | |||
Leasehold improvements | 4,262 | 4,262 | |
Furniture & fixtures | 18,830 | 18,830 | |
Equipment | |||
Gross property and equipment | 23,092 | 23,092 | |
Less accumulated depreciation and amortization | 5,309 | 4,238 | |
Net property and equipment | 17,783 | 18,854 | |
Discontinued Operations [Member] | |||
Leasehold improvements | 102,264 | ||
Furniture & fixtures | 11,072 | 11,072 | 23,115 |
Equipment | 78,017 | 83,917 | 49,180 |
Gross property and equipment | 89,089 | 94,989 | 174,559 |
Less accumulated depreciation and amortization | 10,478 | 6,184 | 19,744 |
Net property and equipment | $ 78,611 | $ 88,805 | $ 154,815 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 29,689 | $ 0 |
Goodwill impaired | $ 29,689 |
Licensing Agreement (Details Na
Licensing Agreement (Details Narrative) - USD ($) | Dec. 16, 2020 | Oct. 08, 2020 | Jun. 27, 2019 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of shares issued during period, shares | 500,000 | 125,000 | |||||||
Shares issued, price per share | $ 0.08 | $ 0.27 | |||||||
Number of shares issued during period, values | $ 40,000 | $ 33,750 | $ 100,000 | $ 46,500 | $ 46,500 | $ 10,000 | |||
Novo MedSpa Addison Corp [Member] | |||||||||
Number of shares issued during period, shares | 250,000 | ||||||||
Shares issued, price per share | $ 0.10 | ||||||||
Number of shares issued during period, values | $ 25,000 | ||||||||
Novo MedSpa Addison Corp [Member] | Exclusive License [Member] | |||||||||
One time cash payment | $ 40,000 | $ 30,000 | |||||||
Impairment of license | $ 95,000 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | Mar. 08, 2021 | Dec. 16, 2020 | Oct. 08, 2020 | May 15, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of shares issued during period, shares | 500,000 | 125,000 | ||||||||
Number of shares issued during period, values | $ 40,000 | $ 33,750 | $ 100,000 | $ 46,500 | $ 46,500 | $ 10,000 | ||||
Preferred Stock B [Member] | ||||||||||
Number of shares issued during period, shares | ||||||||||
Number of shares issued during period, values | ||||||||||
Preferred Stock B [Member] | Subsequent Event [Member] | ||||||||||
Number of shares issued during period, values | $ 500,000 | |||||||||
Preferred Stock B [Member] | Valued on Such Grant Date [Member] | Subsequent Event [Member] | ||||||||||
Number of shares issued during period, values | $ 601,852 | |||||||||
Securities Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||
Equity interest ownership, description | The Company executed a securities purchase agreement with Global Career Networks Inc, a Delaware corporation (the "Seller"), the sole owner of Life Guru, pursuant to which the Company purchased from the Seller, a 51% interest in the capital stock of Life Guru, representing an aggregate of 2,040 shares of Life Guru's common stock. LifeGuru owns and operates the LifeGuru.me website which is currently in development and is anticipated to be fully launched in the fourth quarter of 2020. | |||||||||
Number of shares issued during period, shares | 500,000 | |||||||||
Shares issuance conditions, descriptions | 500,000 Series B Preferred Stock shares upon completion of the fully operational LifeGuru.me website; 500,000 Series B Preferred Stock shares upon such time as 300 coaches have signed up at LifeGuru.me; and 500,000 Series B Preferred Stock shares upon such time as 1,000 coaches have signed up at LifeGuru.me | |||||||||
Number of shares issued during period, values | $ 500,000 | |||||||||
Securities Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||
Number of shares issued during period, values | $ 500,000 | |||||||||
Securities Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Convertible Preferred Stock [Member] | Agreed to Issue an Additional Shares [Member] | ||||||||||
Number of shares issued during period, shares | 1,500,000 | |||||||||
Number of shares issued during period, values | $ 1,500,000 | |||||||||
Share Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Convertible Preferred Stock [Member] | Valued on Such Grant Date [Member] | ||||||||||
Number of shares issued during period, values | $ 605,488 | |||||||||
Share Purchase Agreement [Member] | LifeGuru Inc [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||
Impairment of investment | $ 605,488 | |||||||||
Percentage of subsidiary owned | 51.00% | 51.00% | 51.00% |
Capital Lease (Details Narrativ
Capital Lease (Details Narrative) - Vendor [Member] - 24 Installments [Member] - USD ($) | Jun. 17, 2020 | Jun. 14, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Payments for capital lease | $ 44,722 | |||
Monthly rent expense | 1,819 | |||
Outstanding balance of capital lease | $ 34,987 | $ 34,987 | ||
Impairment asset down of value liability | $ 1,455 | |||
June Fourteen Two Thousand Twenty Purchase Equipment Agreement [Member] | ||||
Payments for capital lease | $ 44,722 | |||
Monthly rent expense | 1,819 | |||
Outstanding balance of capital lease | $ 31,457 | $ 31,457 | ||
Impairment asset down of value liability | $ 5,991 |
Operating Right-of-Use Lease _3
Operating Right-of-Use Lease Liability (Details Narrative) - USD ($) | Jan. 02, 2020 | Jan. 02, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating right-of-use asset | $ 81,437 | $ 87,653 | |||
Capitol City Solutions USA, Inc [Member] | |||||
Operating right-of-use asset | 81,437 | ||||
Operating lease liability | 81,437 | 87,653 | |||
Rental expense | 6,822 | 27,288 | |||
VISSIA Waterway, Inc [Member] | |||||
Operating right-of-use asset | $ 186,162 | 0 | 0 | ||
Operating lease liability | 182,829 | 182,829 | |||
Rental expense | 0 | 57,256 | |||
VISSIA McKinney, LLC [Member] | |||||
Operating right-of-use asset | 179,495 | 0 | 0 | ||
Operating lease liability | 195,980 | 195,980 | |||
Rental expense | $ 0 | $ 55,863 | |||
Accounting Standards Update 2016-02 [Member] | Capitol City Solutions USA, Inc [Member] | |||||
Operating right-of-use asset | 113,794 | ||||
Operating lease liability | $ 113,794 | ||||
Lease term | 61 months | ||||
Lease expiry date, description | Expires in January 2025 | ||||
Accounting Standards Update 2016-02 [Member] | VISSIA Waterway, Inc [Member] | |||||
Operating right-of-use asset | $ 234,485 | ||||
Operating lease liability | $ 234,485 | ||||
Lease term | 60 months | ||||
Lease expiry date, description | Expires in December 2024. | ||||
Accounting Standards Update 2016-02 [Member] | VISSIA McKinney, LLC [Member] | |||||
Operating right-of-use asset | $ 287,206 | ||||
Operating lease liability | $ 294,774 | ||||
Lease term | 84 months | ||||
Lease expiry date, description | Expires in November 2025. |
Operating Right-of-Use Lease _4
Operating Right-of-Use Lease Liability - Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Capitol City Solutions USA, Inc [Member] | ||
2021 | $ 20,466 | $ 27,288 |
2022 | 27,288 | 27,288 |
2023 | 27,288 | 27,288 |
2024 | 27,288 | 27,288 |
2025 | 2,274 | 2,274 |
Total undiscounted cash flows | 104,604 | 111,426 |
Less imputed interest (8%) | (23,167) | (23,773) |
Present value of lease liability | 81,437 | 87,653 |
VISSIA McKinney, LLC [Member] | ||
2021 | 54,951 | 54,951 |
2022 | 55,854 | 55,854 |
2023 | 56,776 | 56,776 |
2024 | 57,715 | 57,715 |
2025 | 53,828 | 53,828 |
Total undiscounted cash flows | 279,124 | 279,124 |
Less imputed interest (8%) | (83,144) | (83,144) |
Present value of lease liability | 195,980 | 195,980 |
VISSIA Waterway, Inc [Member] | ||
2021 | 55,540 | 55,540 |
2022 | 57,206 | 57,206 |
2023 | 58,922 | 58,922 |
2024 | 60,690 | 60,690 |
2025 | ||
Total undiscounted cash flows | 232,358 | 232,358 |
Less imputed interest (8%) | (49,529) | (49,529) |
Present value of lease liability | $ 182,829 | $ 182,829 |
Operating Right-of-Use Lease _5
Operating Right-of-Use Lease Liability - Schedule of Maturities of Lease Liabilities (Details) (Parenthetical) | Mar. 31, 2021 | Dec. 31, 2020 |
Capitol City Solutions USA, Inc [Member] | ||
Imputed interest | 8.00% | 8.00% |
VISSIA McKinney, LLC [Member] | ||
Imputed interest | 8.00% | 8.00% |
VISSIA Waterway, Inc [Member] | ||
Imputed interest | 8.00% | 8.00% |
Accrued Compensation for Rela_2
Accrued Compensation for Related Parties (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Compensation Related Costs [Abstract] | |||
Accrued compensation - related parties | $ 151,500 | $ 154,500 | $ 58,500 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Notes payable, gross | $ 1,105,750 | $ 588,250 | $ 588,250 |
Less: unamortized discount | (959,303) | (449,405) | (449,405) |
Total | 146,447 | 138,845 | 138,845 |
Short term convertible notes, net of discount of $959,303 | 87,447 | 74,827 | 74,827 |
Long-term convertible notes, net of discount of $0 | 5,018 | ||
Short-term non-convertible notes | 55,000 | 55,000 | 30,000 |
Long-term non-convertible notes | 0 | 0 | |
Continuing Operations [Member] | |||
Short-term non-convertible notes | 55,000 | 55,000 | |
Discontinued Operations [Member] | |||
Short-term non-convertible notes | 4,000 | 4,000 | |
Note payable [Member] | |||
Notes payable, before reduction of partial conversion | 30,000 | 30,000 | 30,000 |
Less: Settlement | (30,000) | (30,000) | (30,000) |
Notes payable, gross | 0 | 0 | 0 |
Note Payable to Individual [Member] | |||
Notes payable, gross | 40,000 | 40,000 | 40,000 |
Note Payable to Financial Group [Member] | |||
Notes payable, before reduction of partial conversion | 75,000 | 75,000 | 75,000 |
Less: Settlement | (75,000) | (75,000) | (75,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Two [Member] | |||
Notes payable, before reduction of partial conversion | 75,000 | 75,000 | 75,000 |
Less: conversion | (75,000) | (75,000) | (75,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Three [Member] | |||
Notes payable, before reduction of partial conversion | 78,750 | 78,750 | 78,750 |
Less: conversion | (78,750) | (78,750) | (78,750) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Four [Member] | |||
Notes payable, before reduction of partial conversion | 78,750 | 78,750 | 78,750 |
Less: conversion | (78,750) | (78,750) | (78,750) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Five [Member] | |||
Notes payable, before reduction of partial conversion | 78,750 | 78,750 | 78,750 |
Less: conversion | (78,750) | (78,750) | (78,750) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Six [Member] | |||
Notes payable, before reduction of partial conversion | 75,000 | 75,000 | 75,000 |
Less: conversion | (75,000) | (75,000) | (75,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Seven [Member] | |||
Notes payable, before reduction of partial conversion | 157,500 | 157,500 | 157,500 |
Less: conversion | (157,500) | (157,500) | (157,500) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Eight [Member] | |||
Notes payable, before reduction of partial conversion | 88,000 | 88,000 | 88,000 |
Less: conversion | (88,000) | (88,000) | (88,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Nine [Member] | |||
Notes payable, before reduction of partial conversion | 105,000 | 105,000 | 105,000 |
Less: conversion | (105,000) | (105,000) | (105,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Ten [Member] | |||
Notes payable, before reduction of partial conversion | 53,000 | 53,000 | 53,000 |
Less: conversion | (53,000) | (53,000) | (53,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Eleven [Member] | |||
Notes payable, before reduction of partial conversion | 30,000 | 30,000 | 30,000 |
Less: conversion | (30,000) | (30,000) | (30,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Twelve [Member] | |||
Notes payable, gross | 50,000 | 50,000 | 50,000 |
Note payable Thirteen [Member] | |||
Notes payable, before reduction of partial conversion | 53,000 | ||
Less: conversion | (53,000) | ||
Notes payable, gross | 0 | 53,000 | 53,000 |
Note payable Fourteen [Member] | |||
Notes payable, before reduction of partial conversion | 105,000 | ||
Less: conversion | (105,000) | ||
Notes payable, gross | 0 | 105,000 | 105,000 |
Note payable Fifteen [Member] | |||
Notes payable, before reduction of partial conversion | 53,000 | ||
Less: conversion | (53,000) | ||
Notes payable, gross | 0 | 53,000 | 53,000 |
Note payable Sixteen [Member] | |||
Notes payable, gross | 4,000 | 4,000 | 4,000 |
Note payable Seventeen [Member] | |||
Notes payable, gross | 5,000 | 5,000 | 5,000 |
Note payable Eighteen [Member] | |||
Notes payable, gross | 56,750 | 56,750 | 56,750 |
Note payable Nineteen [Member] | |||
Notes payable, before reduction of partial conversion | 138,000 | ||
Less: conversion | (138,000) | ||
Notes payable, gross | 0 | 138,000 | 138,000 |
Note payable Twenty [Member] | |||
Notes payable, before reduction of partial conversion | 83,500 | ||
Less: conversion | (83,500) | ||
Notes payable, gross | 0 | $ 83,500 | $ 83,500 |
Note payable Twenty One [Member] | |||
Notes payable, before reduction of partial conversion | 425,000 | ||
Less: conversion | (300,000) | ||
Notes payable, gross | 125,000 | ||
Note payable Twenty Two [Member] | |||
Notes payable, before reduction of partial conversion | 425,000 | ||
Less: conversion | (200,000) | ||
Notes payable, gross | 225,000 | ||
Note payable Twenty Three [Member] | |||
Notes payable, gross | 300,000 | ||
Note payable Twenty Four [Member] | |||
Notes payable, gross | $ 300,000 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) | Mar. 30, 2021USD ($)Integer$ / shares | Jan. 06, 2021USD ($)Integer$ / shares | Dec. 16, 2020shares | Dec. 03, 2020USD ($)Integer$ / shares | Nov. 13, 2020USD ($)Integer$ / shares | Oct. 31, 2020USD ($)Integer$ / shares | Oct. 08, 2020shares | Sep. 14, 2020USD ($)Integer$ / shares | Aug. 11, 2020USD ($)Integer$ / shares | Aug. 05, 2020USD ($)Integer$ / shares | Jul. 07, 2020USD ($) | Jun. 24, 2020USD ($)$ / sharesshares | May 20, 2020USD ($)Integer$ / shares | Apr. 30, 2020USD ($)Integer$ / shares | Apr. 20, 2020USD ($)Integer$ / shares | Feb. 24, 2020USD ($)Integer$ / shares | Oct. 28, 2019USD ($)Integer$ / shares | Oct. 18, 2019USD ($)shares | Oct. 15, 2019USD ($)shares | Aug. 26, 2019USD ($)Integer$ / shares | Jul. 08, 2019USD ($)$ / shares | May 17, 2019USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Sep. 16, 2020USD ($) | Sep. 11, 2020USD ($) | Dec. 31, 2019USD ($) |
Number of shares issued during period, shares | shares | 500,000 | 125,000 | |||||||||||||||||||||||||
Notes payable | $ 146,447 | $ 138,845 | $ 138,845 | ||||||||||||||||||||||||
Original issue of discount | 959,303 | 449,405 | $ 449,405 | ||||||||||||||||||||||||
Short-Term Convertible Notes [Member] | |||||||||||||||||||||||||||
Original issue of discount | 959,303 | 370,923 | |||||||||||||||||||||||||
Long-Term Convertible Notes [Member] | |||||||||||||||||||||||||||
Original issue of discount | 0 | 78,482 | |||||||||||||||||||||||||
Note payable to Unrelated Party One [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 30,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 30, 2020 | ||||||||||||||||||||||||||
Accrued interest | $ 31,791 | ||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 242,407 | ||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.131 | ||||||||||||||||||||||||||
Market price per share | $ / shares | $ 0.33 | ||||||||||||||||||||||||||
Loss on loan settlement | 48,203 | ||||||||||||||||||||||||||
Note Payable to Individual [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 40,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Jul. 8, 2020 | ||||||||||||||||||||||||||
Offering price | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Financial Group [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Aug. 26, 2020 | ||||||||||||||||||||||||||
Accrued interest | $ 86,100 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible shares | shares | 713,250 | ||||||||||||||||||||||||||
Note payable to Unrelated Party Two [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Jul. 15, 2020 | ||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 10,000 | ||||||||||||||||||||||||||
Convertible shares | shares | 1,503,883 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 83,233 | ||||||||||||||||||||||||||
Note payable to Unrelated Party Three [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 28, 2020 | ||||||||||||||||||||||||||
Offering price | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible shares | shares | 1,119,309 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 84,620 | ||||||||||||||||||||||||||
Notes payable | $ 78,750 | ||||||||||||||||||||||||||
Original issue of discount | $ 62,652 | ||||||||||||||||||||||||||
Note payable to Unrelated Party Four Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 28, 2020 | ||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 1,080,808 | ||||||||||||||||||||||||||
Offering price | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 84,529 | ||||||||||||||||||||||||||
Notes payable | $ 78,750 | ||||||||||||||||||||||||||
Original issue of discount | $ 57,130 | ||||||||||||||||||||||||||
Note payable to Unrelated Party Five [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 28, 2020 | ||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 1,119,309 | ||||||||||||||||||||||||||
Offering price | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 84,620 | ||||||||||||||||||||||||||
Notes payable | $ 78,750 | ||||||||||||||||||||||||||
Original issue of discount | 62,652 | ||||||||||||||||||||||||||
Note payable to Legend Nutrition, Inc. [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 18, 2020 | ||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 889,979 | ||||||||||||||||||||||||||
Loss on loan settlement | $ 889,979 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 81,657 | ||||||||||||||||||||||||||
Notes payable | $ 78,750 | ||||||||||||||||||||||||||
Maturity date, description | Maturity date of one year. | ||||||||||||||||||||||||||
Note payable to Unrelated Party Six [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 150,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 24, 2021 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible shares | shares | 3,071,819 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 166,362 | ||||||||||||||||||||||||||
Notes payable | $ 157,500 | ||||||||||||||||||||||||||
Original issue of discount | $ 7,500 | ||||||||||||||||||||||||||
Note payable to Unrelated Party Seven [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 88,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 20, 2021 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.61 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible shares | shares | 2,232,298 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 140,968 | ||||||||||||||||||||||||||
Notes payable | $ 88,000 | ||||||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | ||||||||||||||||||||||||||
Note payable to Unrelated Party Eight [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 105,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 30, 2021 | ||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible shares | shares | 1,511,000 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 109,200 | ||||||||||||||||||||||||||
Notes payable | $ 100,000 | ||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||
Note payable to Unrelated Party Nine [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 53,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Aug. 19, 2021 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.61 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible shares | shares | 683,791 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 86,217 | ||||||||||||||||||||||||||
Notes payable | $ 53,000 | ||||||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | ||||||||||||||||||||||||||
Note payable to Unrelated Party Ten [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 30,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 24, 2020 | ||||||||||||||||||||||||||
Market price per share | $ / shares | $ 0.21 | ||||||||||||||||||||||||||
Loss on loan settlement | $ 48,331 | ||||||||||||||||||||||||||
Convertible shares | shares | 376,704 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 30,777 | ||||||||||||||||||||||||||
Note payable to Unrelated Party Eleven [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 50,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Jul. 7, 2021 | ||||||||||||||||||||||||||
Note payable to Unrelated Party Tweleve [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 53,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 5, 2021 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.61 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 70,736 | ||||||||||||||||||||||||||
Notes payable | $ 53,000 | ||||||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | ||||||||||||||||||||||||||
Note payable to Unrelated Party Thirteen [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 105,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 45.00% | |||||||||||||||||||||||||
Debt instrument, maturity date | May 11, 2021 | ||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | $ 0.1614 | |||||||||||||||||||||||||
Loss on loan settlement | $ 58,059 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible shares | shares | 708,750 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 111,466 | ||||||||||||||||||||||||||
Notes payable | $ 100,000 | ||||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||||
Increase decrease in debt percentage | 135.00% | ||||||||||||||||||||||||||
Cash | 50,000 | ||||||||||||||||||||||||||
Note payable to Unrelated Party Fourteen [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 53,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 14, 2021 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.61 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Principal and accrued interest | 70,736 | ||||||||||||||||||||||||||
Notes payable | $ 53,000 | ||||||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | ||||||||||||||||||||||||||
Note payable to Unrelated Party Fifteen [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 4,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | |||||||||||||||||||||||||||
Note payable to Unrelated Party Sixteen [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 83,500 | $ 138,000 | $ 52,750 | $ 5,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 2, 2022 | Nov. 13, 2021 | Oct. 12, 2021 | ||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.61 | $ 0.61 | $ 0.60 | ||||||||||||||||||||||||
Trading days | Integer | 10 | 10 | 10 | ||||||||||||||||||||||||
Notes payable | $ 83,500 | $ 138,000 | $ 56,750 | ||||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | 18.00% | 24.00% | ||||||||||||||||||||||||
Note payable to Unrelated Party Seventeen [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 52,750 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 12, 2021 | ||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Notes payable | $ 56,750 | ||||||||||||||||||||||||||
Increase decrease in debt percentage | 24.00% | ||||||||||||||||||||||||||
Note payable to Unrelated Party Eighteen [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 138,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 13, 2021 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.61 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Principal and accrued interest | 183,483 | ||||||||||||||||||||||||||
Notes payable | $ 138,000 | ||||||||||||||||||||||||||
Increase decrease in debt percentage | 18.00% | ||||||||||||||||||||||||||
Note payable to Unrelated Party Nighteen [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 83,500 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 2, 2022 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.61 | ||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 104,527 | ||||||||||||||||||||||||||
Notes payable | $ 83,500 | ||||||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | ||||||||||||||||||||||||||
Note payable to Unrelated Party Twenty [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 400,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 7, 2022 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Trading days | Integer | 7 | ||||||||||||||||||||||||||
Convertible shares | shares | 1,640,638 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 300,000 | ||||||||||||||||||||||||||
Notes payable | $ 425,000 | ||||||||||||||||||||||||||
Increase decrease in debt percentage | 15.00% | ||||||||||||||||||||||||||
Note payable to Unrelated Party Twenty One [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 400,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 7, 2022 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Trading days | Integer | 7 | ||||||||||||||||||||||||||
Convertible shares | shares | 1,089,910 | ||||||||||||||||||||||||||
Principal and accrued interest | $ 200,000 | ||||||||||||||||||||||||||
Notes payable | $ 425,000 | ||||||||||||||||||||||||||
Increase decrease in debt percentage | 15.00% | ||||||||||||||||||||||||||
Note payable to Unrelated Party Twenty Two [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 282,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 30, 2022 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.2437 | ||||||||||||||||||||||||||
Trading days | Integer | 7 | ||||||||||||||||||||||||||
Notes payable | $ 300,000 | ||||||||||||||||||||||||||
Increase decrease in debt percentage | 15.00% | ||||||||||||||||||||||||||
Note payable to Unrelated Party Twenty Three [Member] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 282,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 30, 2022 | ||||||||||||||||||||||||||
Trading price | $ / shares | $ 0.2437 | ||||||||||||||||||||||||||
Trading days | Integer | 7 | ||||||||||||||||||||||||||
Notes payable | $ 300,000 | ||||||||||||||||||||||||||
Increase decrease in debt percentage | 15.00% |
Loans from Related Parties - Sc
Loans from Related Parties - Schedule of Loans from Related Parties (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 21, 2019 |
Less: unamortized discount | $ (959,303) | $ (449,405) | $ (449,405) | |
Long-term loan from related parties | 110,000 | 350,000 | ||
Short-term loan from related parties | 129,726 | 25,392 | $ 84,346 | |
Notes Payable [Member] | Related Party 1 [Member] | ||||
Loans from related parties, before conversion | 350,000 | 350,000 | ||
Less: Conversion | (240,000) | (240,000) | ||
Loans from related parties, gross | 110,000 | 110,000 | ||
Notes Payable [Member] | Related Party 2 [Member] | ||||
Loans from related parties, gross | 0 | 0 | ||
Less: unamortized discount | $ (2,363) | |||
Notes Payable [Member] | Related Party 3 [Member] | ||||
Loans from related parties, gross | 0 | 0 | ||
Notes Payable [Member] | Related Party 4 [Member] | ||||
Loans from related parties, gross | 13,473 | 13,473 | ||
Notes Payable [Member] | Related Party 5 [Member] | ||||
Loans from related parties, gross | 6,253 | 11,919 | ||
Notes Payable [Member] | Related Party 6 [Member] | ||||
Loans from related parties, gross | 23,878 | 35,879 | ||
Notes Payable [Member] | Related Parties [Member] | ||||
Loans from related parties, gross | 153,604 | 171,271 | ||
Less: unamortized discount | 0 | 0 | ||
Loans to related parties, net | 153,604 | 171,271 | ||
Long-term loan from related parties | 0 | 110,000 | ||
Notes Payable [Member] | Related Parties [Member] | Continuing Operations [Member] | ||||
Short-term loan from related parties | 129,726 | 25,392 | ||
Notes Payable [Member] | Related Parties [Member] | Discontinued Operations [Member] | ||||
Short-term loan from related parties | $ 23,878 | $ 35,879 |
Loans from Related Parties - _2
Loans from Related Parties - Schedule of Loans from Related Parties (Details) (Parenthetical) - USD ($) | Dec. 16, 2020 | Oct. 08, 2020 | Sep. 09, 2019 | Jun. 21, 2019 | Apr. 12, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of shares issued during period, shares | 500,000 | 125,000 | |||||||||
Number of shares issued during period, values | $ 40,000 | $ 33,750 | $ 100,000 | $ 46,500 | $ 46,500 | $ 10,000 | |||||
Shares issued, price per share | $ 0.08 | $ 0.27 | |||||||||
Original issue of discount | 959,303 | 449,405 | 449,405 | ||||||||
Loan outstanding amount | 1,105,750 | $ 588,250 | $ 588,250 | ||||||||
Notes Payable [Member] | Related Party 1 [Member] | |||||||||||
Number of shares issued during period, shares | 5,900,000 | 3,476,495 | |||||||||
Debt instrument, face amount | $ 350,000 | ||||||||||
Cancellation of common shares for long-term debt, shares | 5,900,000 | ||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||
Interest expense | $ 7,506 | ||||||||||
Accrued interest | 18,982 | ||||||||||
Number of shares issued during period, values | 280,108 | ||||||||||
Loss on loan settlement | $ 758,601 | ||||||||||
Notes Payable [Member] | Related Party 1 [Member] | Maximum [Member] | |||||||||||
Shares issued, price per share | $ 0.31 | ||||||||||
Notes Payable [Member] | Related Party 1 [Member] | Minimum [Member] | |||||||||||
Shares issued, price per share | $ 0.27 | ||||||||||
Notes Payable [Member] | Related Party 2 [Member] | |||||||||||
Number of shares issued during period, shares | 50,000 | ||||||||||
Debt instrument, face amount | $ 40,000 | ||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||
Accrued interest | $ 2,214 | ||||||||||
Number of shares issued during period, values | $ 5,000 | ||||||||||
Shares issued, price per share | $ 0.10 | ||||||||||
Debt instrument, maturity date | Jun. 21, 2020 | ||||||||||
Original issue of discount | $ 2,363 | ||||||||||
Notes Payable [Member] | Related Party 3 [Member] | |||||||||||
Number of shares issued during period, shares | 100,000 | 895,722 | 895,722 | ||||||||
Debt instrument, face amount | $ 100,000 | ||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||
Accrued interest | $ 109,278 | $ 109,278 | |||||||||
Number of shares issued during period, values | $ 100,000 | ||||||||||
Shares issued, price per share | $ 1 | ||||||||||
Loss on loan settlement | $ 186,310 | $ 186,310 | |||||||||
Debt instrument, maturity date | Sep. 9, 2020 | ||||||||||
Conversion price per share | $ 0.122 | ||||||||||
Market price per share | $ 0.33 | ||||||||||
Notes Payable [Member] | Related Party 4 [Member] | |||||||||||
Short term notes payable | 13,473 | $ 13,473 | |||||||||
Notes Payable [Member] | Related Party 5 [Member] | |||||||||||
Short term notes payable | 6,253 | 11,919 | |||||||||
Notes Payable [Member] | Related Party 6 [Member] | Officers and Board Members [Member] | |||||||||||
Interest expense | $ 723 | $ 2,153 | |||||||||
Loan outstanding amount | 23,878 | $ 35,879 | |||||||||
Notes Payable [Member] | Related Party 6 [Member] | Officers [Member] | |||||||||||
Interest expense | 465 | ||||||||||
Notes Payable [Member] | Related Party 6 [Member] | Board Members [Member] | |||||||||||
Interest expense | $ 75 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)Integer | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Integer | Dec. 31, 2019USD ($) | |
Debt instrument, conversion features | $ 2,040,383 | $ 1,243,750 | ||
Derivative liabilities | 2,040,383 | 517,366 | $ 458,745 | |
Changes in derivative liabilities | $ (433,181) | $ 26,937 | $ 107,574 | $ 147,495 |
Derivative liability, description | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty. | ||
Volatility [Member] | Minimum [Member] | ||||
Derivative Liability, Measurement Input | Integer | 176 | 176 | ||
Volatility [Member] | Maximum [Member] | ||||
Derivative Liability, Measurement Input | Integer | 290 | 290 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Convertible Note Derivatives (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities as of December 31, 2020 | $ 517,366 | $ 458,745 |
Initial derivative liabilities at new note issuance | 2,719,439 | 895,204 |
Initial loss | 0 | (36,607) |
Conversion | (763,241) | (907,550) |
Mark to market changes | (433,181) | 107,574 |
Derivative liabilities as of March 31, 2021 | $ 2,040,383 | $ 517,366 |
Costs and Estimated Earnings _3
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contract (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Contractors [Abstract] | |
Contract liabilities, excess of revenue recognized | $ 0 |
Contract with customer, liability, revenue recognized | $ 5,640,707 |
Schedule of Costs and Estimated
Schedule of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contract (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total Revenues | $ 9,133 | $ 3,296,583 | $ 5,797,629 | $ 1,699,886 |
Total COGS | 4,852,631 | |||
Gross Profit | $ 5,633 | $ 1,145,414 | $ 944,998 | 179,945 |
Percentage of completion (POC) | 0.00% | 100.00% | ||
Revenues - POC | $ 7,358,273 | |||
Bill to Date | 7,358,273 | |||
Costs and estimated earnings in excess of billings on uncompleted contract | $ 1,657,998 | |||
Contract Revenues [Member] | ||||
Total Revenues | 5,640,707 | |||
Other Revenue [Member] | ||||
Total Revenues | 156,922 | |||
Contract COGS [Member] | ||||
Total COGS | 4,184,033 | |||
Other COGS [Member] | ||||
Total COGS | $ 668,598 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Feb. 26, 2021 | Feb. 08, 2021 | Feb. 02, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Dec. 17, 2020 | Dec. 16, 2020 | Oct. 08, 2020 | Sep. 08, 2020 | Aug. 28, 2020 | Aug. 26, 2020 | Jun. 04, 2020 | Jun. 02, 2020 | May 20, 2020 | May 15, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 02, 2020 | Nov. 26, 2019 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Debt instrument, description | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty. | ||||||||||||||||||||
Preferred stock, shares issued | 1 | 1 | 1 | 0 | ||||||||||||||||||
Preferred stock, shares outstanding | 1 | 1 | 1 | 0 | ||||||||||||||||||
Common stock, shares authorized | 195,000,000 | 195,000,000 | 195,000,000 | 195,000,000 | ||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Common stock, shares issued | 55,066,855 | 72,563,766 | 55,066,855 | 27,208,356 | ||||||||||||||||||
Common stock, shares outstanding | 55,066,855 | 72,563,766 | 55,066,855 | 27,208,356 | ||||||||||||||||||
Number of shares issued during period, shares | 500,000 | 125,000 | ||||||||||||||||||||
Number of shares issued during period, values | $ 40,000 | $ 33,750 | $ 100,000 | $ 46,500 | $ 46,500 | $ 10,000 | ||||||||||||||||
Number of shares issued for services, value | $ 1,712,740 | $ 640,000 | 1,300,813 | $ 2,303,390 | ||||||||||||||||||
Employee and Non-Employee [member] | ||||||||||||||||||||||
Number of common stock issued for services | 11,800,000 | |||||||||||||||||||||
Number of shares issued for services, value | $ 4,223,390 | |||||||||||||||||||||
Investors [Member] | ||||||||||||||||||||||
Number of shares issued during period, shares | 297,900 | 683,791 | 412,580 | 330,869 | 50,000 | 2,730,548 | ||||||||||||||||
Debt instrument, face amount | $ 25,968 | $ 86,217 | $ 35,000 | $ 25,000 | $ 6,600 | $ 502,050 | $ 25,968 | $ 20,000 | ||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||
Number of restricted shares issued during period, shares | 2,057,613 | |||||||||||||||||||||
Restricted Stock [Member] | Investors [Member] | ||||||||||||||||||||||
Debt instrument, face amount | $ 25,000 | |||||||||||||||||||||
Unrelated Party [member] | ||||||||||||||||||||||
Number of shares issued during period, shares | 708,750 | 895,722 | 242,407 | |||||||||||||||||||
Number of shares issued during period, values | $ 50,000 | |||||||||||||||||||||
Loss on loan settlement | $ 58,059 | |||||||||||||||||||||
Non-Related Third-Party Investor [member] | ||||||||||||||||||||||
Number of shares issued during period, shares | 200,000 | |||||||||||||||||||||
Number of shares issued during period, values | $ 100,000 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Acquisition percentage | 51.00% | |||||||||||||||||||||
Preferred Stock A [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 3 | 3 | ||||||||||||||||||||
Preferred stock issuance, description | The holders of Series A Preferred Stock have no dividend rights, liquidation preference and conversion rights. As long as any shares of Series A Preferred Stock remain issued and outstanding, the holders of Series A Preferred Stock have the right to vote on all shareholder matters equal to sixty percent (60%) of the total vote. At the option of the Company, Series A Preferred Stock is redeemable at $1.00 per share. The holders of Series B Preferred Stock have the same dividend rights as common stockholders on a fully converted basis, are entitled to receive pari passu with any distribution of any of the assets of the Company to the holders of the Company's common stock, but not prior to any holders of senior securities. Each share of Series B Preferred Stock may be converted, at the option of the holder thereof, into that number of shares of common stock of the Company as equals $1.00 divided by 90% of the average of the volume weighted average prices ("VWAP") of the Company's common stock, for the five trading days immediately preceding the date the notice of conversion is received, subject to the limit of 4.999% of the Company's outstanding shares of common stock. The holders of Series B Preferred Stock have no voting rights. | |||||||||||||||||||||
Conversion of common stock | ||||||||||||||||||||||
Debt instrument, description | On May 20, 2020, the Company issued one share of its newly designated shares of Series A Preferred Stock to each of the three members of its then Board of Directors, (1) Jacob D. Cohen, (2) Esteban Alexander and (3) Luis Alan Hernandez, in consideration for services rendered to the Company as members of the Board of Directors. Such shares of Series A Preferred Stock vote in aggregate sixty percent (60%) of the total vote on all shareholder matters, voting separately as a class. Notwithstanding such voting rights, no change in control of the Company was deemed to have occurred in connection with the issuance since Messrs. Cohen, Alexander and Hernandez, own in aggregate 68% of the Company's outstanding common stock and therefore controlled the Company prior to such issuance. | |||||||||||||||||||||
Ownership percentage | 68.00% | |||||||||||||||||||||
Preferred stock, shares issued | 1 | |||||||||||||||||||||
Preferred stock, shares outstanding | 1 | |||||||||||||||||||||
Number of shares issued during period, shares | ||||||||||||||||||||||
Number of shares issued during period, values | ||||||||||||||||||||||
Number of common stock issued for services | ||||||||||||||||||||||
Number of shares issued for services, value | ||||||||||||||||||||||
Preferred Stock B [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||||||||||||||||||||
Preferred shares, undesignated | 2,999,997 | 2,999,997 | ||||||||||||||||||||
Conversion of common stock | ||||||||||||||||||||||
Preferred stock, shares issued | 1 | |||||||||||||||||||||
Preferred stock, shares outstanding | 1 | |||||||||||||||||||||
Number of shares issued during period, shares | ||||||||||||||||||||||
Number of shares issued during period, values | ||||||||||||||||||||||
Number of common stock issued for services | ||||||||||||||||||||||
Number of shares issued for services, value | ||||||||||||||||||||||
Preferred Stock B [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Shares acquired | 500,000 | |||||||||||||||||||||
Shares acquired, value | $ 605,488 | |||||||||||||||||||||
Conversion of common stock | 500,000 | |||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Conversion of common stock | 2,083,333 | |||||||||||||||||||||
Number of shares converted | 500,000 | 500,000 | ||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Shares acquired | 500,000 | 500,000 | ||||||||||||||||||||
Shares acquired, value | $ 601,852 | $ 500,000 | ||||||||||||||||||||
Shares acquired, price | $ 1 | |||||||||||||||||||||
Series B Convertible Preferred Stock One [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Shares acquired | 1,500,000 | |||||||||||||||||||||
Shares acquired, value | $ 1,500,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss from continuing operation | $ (7,354,994) | $ (30,619) | $ (6,136,105) | $ (3,131,760) |
Net loss from discontinued operation | (17,612) | $ (99,293) | (1,203,785) | (80,488) |
Accumulated deficit | $ (17,932,264) | $ (10,559,658) | $ (3,219,768) |
Uncertainties (Details Narrativ
Uncertainties (Details Narrative) - shares | Nov. 11, 2019 | Oct. 14, 2019 | Nov. 30, 2019 |
Robert Holden, President, CEO and Director [Member] | |||
Uncertainties of concern, description | Robert Holden, the Company's former CEO, filed a Petition and Application for Temporary Restraining Order in the District Court of Harris County, Texas against the Company stating that the Company is blocking Mr. Holden's legal right to trade his shares in the open market and further attempting to stake his claim that he maintains his rights to the 3,800,000 shares he received in connection with his acceptance as CEO of the Company on or around May 31, 2018. | ||
Winfred Fields [Member] | |||
Uncertainties of concern, description | The Company filed an original petition and jury demand against Winfred Fields, a shareholder, in the 458th Judicial District Court of Fort Bend County seeking damages related to breach of contract and fraud related charges. The Company executed an exchange agreement with Mr. Fields on or around April 12, 2019 whereby Mr. Fields was required to tender to the Company a total of 650,000 of the 750,000 shares of the Company's common stock that Mr. Fields then owned (the "Exchanged Shares") in exchange for a promissory note with a maturity date of April 12, 2021 payable in the amount of $42,500 (the "Fields Note") (see also "Note 11 - Loans to Related Parties"). The Exchange Agreement required that Mr. Fields immediately return the stock certificates for the Exchanged Shares to the Company or its designated agent for immediate cancellation and for Mr. Fields to retain the remaining 100,000 shares. | ||
Number of common stock recover for legal action | 650,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue | $ 2,530 | $ 113,432 | $ 311,672 | $ 214,101 |
Cost of revenue | 0 | 53,449 | 205,742 | 107,195 |
Gross Profit | 2,530 | 59,983 | 105,930 | 106,906 |
Operating expenses | 20,142 | 158,268 | 587,580 | 178,340 |
Loss from operations | (17,612) | (98,285) | (481,650) | (71,434) |
Other Expenses | 0 | (1,008) | (722,135) | (9,054) |
Net loss | $ (17,612) | $ (99,293) | $ (1,203,785) | $ (80,488) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Investors [Member] - USD ($) | May 03, 2021 | Apr. 28, 2021 | Apr. 21, 2021 | Apr. 08, 2021 | Mar. 24, 2021 | Mar. 18, 2021 | Mar. 05, 2021 | Feb. 12, 2021 | Jan. 22, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Dec. 17, 2020 | Sep. 08, 2020 | Jun. 04, 2020 | Apr. 02, 2020 |
Debt instrument face amount | $ 502,050 | $ 25,968 | $ 86,217 | $ 35,000 | $ 25,000 | $ 6,600 | $ 20,000 | |||||||||
Subsequent Event [Member] | ||||||||||||||||
Number of shares issued during period | 10,000,000 | |||||||||||||||
Subsequent Event [Member] | Cavalry Fund 1, LP [Member] | ||||||||||||||||
Number of shares issued during period | 485,079 | 403,769 | 909,361 | 555,324 | 451,060 | 409,333 | 224,921 | |||||||||
Debt instrument face amount | $ 61,120 | $ 50,875 | $ 129,925 | $ 100,000 | $ 75,000 | $ 75,000 | $ 50,000 | |||||||||
Debt instrument, interest rate | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | |||||||||
Subsequent Event [Member] | Quick Capital, LLC [Member] | ||||||||||||||||
Number of shares issued during period | 760,928 | |||||||||||||||
Debt instrument face amount | $ 56,750 | |||||||||||||||
Debt instrument, interest rate | 8.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | Dec. 16, 2020 | Oct. 08, 2020 | May 15, 2020 | Apr. 12, 2019 | May 31, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Ownership percentage, description | No one individual or entity owns at least 50% of the outstanding shares of the Company. | No one individual or entity owns at least 50% of the outstanding shares of the Company. | |||||||
Number of shares issued during period, shares | 500,000 | 125,000 | |||||||
Number of shares issued during period, values | $ 40,000 | $ 33,750 | $ 100,000 | $ 46,500 | $ 46,500 | $ 10,000 | |||
Shares issued, price per share | $ 0.08 | $ 0.27 | |||||||
Cash equivalents | |||||||||
FDIC insured amount | 250,000 | ||||||||
Inventory, finished goods | 12,631 | 16,484 | |||||||
Allowances for inventory | |||||||||
Anti dilutive securities | |||||||||
Revenue [Member] | Two Major Customers [Member] | |||||||||
Anti dilutive securities | 99.9 | ||||||||
American International Industries, Inc [Member] | |||||||||
Percentage of subsidiary owned | 93.20% | ||||||||
Number of restricted common stock issued | 10,100,000 | ||||||||
American International Industries, Inc [Member] | Maximum [Member] | |||||||||
Percentage of subsidiary owned | 93.20% | 93.20% | |||||||
American International Industries, Inc [Member] | Minimum [Member] | |||||||||
Percentage of subsidiary owned | 6.40% | 6.40% | |||||||
Novopelle Diamond, LLC [Member] | Share Exchange Agreement [Member] | |||||||||
Percentage of subsidiary owned | 100.00% | ||||||||
Number of shares issued during period, shares | 18,000,000 | ||||||||
Global Career Networks Inc [Member] | Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | |||||||||
Percentage of subsidiary owned | 51.00% | ||||||||
Shares issued, price per share | $ 1 | ||||||||
Global Career Networks Inc [Member] | Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | |||||||||
Ownership percentage, description | The Company executed a securities purchase agreement with Global Career Networks Inc, a Delaware corporation (the "Seller"), the sole owner of Life Guru, pursuant to which the Company purchased from the Seller, a 51% interest in the capital stock of Life Guru, representing an aggregate of 2,040 shares of Life Guru's common stock. LifeGuru owns and operates the LifeGuru.me website which is currently in development and is anticipated to be fully launched in the fourth quarter of 2020. | ||||||||
Number of shares issued during period, shares | 500,000 | ||||||||
Number of shares issued during period, values | $ 500,000 | ||||||||
Global Career Networks Inc [Member] | Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | Agreed to Issue an Additional Shares [Member] | |||||||||
Number of shares issued during period, shares | 1,500,000 | ||||||||
Number of shares issued during period, values | $ 1,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property, Plant and Equipment (Details) (10-K) | 12 Months Ended |
Dec. 31, 2020 | |
Machinery and Equipment [Member] | |
Property, plant and equipment estimated useful lives | 5 years |
Residual value | 0.00% |
Furniture and Fixtures [Member] | |
Property, plant and equipment estimated useful lives | 7 years |
Residual value | 0.00% |
Computer and Software [Member] | |
Property, plant and equipment estimated useful lives | 3 years |
Residual value | 0.00% |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease equipment returned | $ 67,336 | |||
Depreciation and amortization | 1,071 | $ 932 | $ 4,238 | $ 0 |
Depreciation and amortization expense from discontinued operations | 4,294 | $ 9,406 | $ 55,280 | $ 19,744 |
Subsequent Event [Member] | ||||
Lease equipment returned | $ 67,336 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Less accumulated depreciation and amortization | $ 5,309 | $ 4,238 | $ 0 |
Net property and equipment | 17,783 | 18,854 | |
Continuing Operations [Member] | |||
Leasehold improvements | 4,262 | 4,262 | |
Furniture & fixtures | 18,830 | 18,830 | |
Equipment | |||
Gross property and equipment | 23,092 | 23,092 | |
Less accumulated depreciation and amortization | 5,309 | 4,238 | |
Net property and equipment | 17,783 | 18,854 | |
Discontinued Operations [Member] | |||
Leasehold improvements | 102,264 | ||
Furniture & fixtures | 11,072 | 11,072 | 23,115 |
Equipment | 78,017 | 83,917 | 49,180 |
Gross property and equipment | 89,089 | 94,989 | 174,559 |
Less accumulated depreciation and amortization | 10,478 | 6,184 | 19,744 |
Net property and equipment | $ 78,611 | $ 88,805 | $ 154,815 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details Narrative) (10-K) - USD ($) | Oct. 18, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2019 |
Promissory note | $ 138,845 | $ 138,845 | $ 146,447 | $ 138,845 | |
Impairment of goodwill | $ 29,689 | ||||
Legend Nutrition, Inc [Member] | Asset Purchase Agreement [Member] | Mr. Morales [Member] | |||||
Promissory note | $ 75,000 | ||||
Interest rate | 5.00% | ||||
Maturity date, description | Maturity date of one year | ||||
Impairment of property and equipment | 16,303 | ||||
Impairment of goodwill | $ 29,689 |
Goodwill (Details Narrative) (1
Goodwill (Details Narrative) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 0 | $ 29,689 |
Licensing Agreement (Details _2
Licensing Agreement (Details Narrative) (10-K) - USD ($) | Dec. 16, 2020 | Oct. 08, 2020 | Jun. 27, 2019 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of shares issued during period, shares | 500,000 | 125,000 | |||||||
Shares issued, price per share | $ 0.08 | $ 0.27 | |||||||
Number of shares issued during period, values | $ 40,000 | $ 33,750 | $ 100,000 | $ 46,500 | $ 46,500 | $ 10,000 | |||
Novo MedSpa Addison Corp [Member] | |||||||||
Number of shares issued during period, shares | 250,000 | ||||||||
Shares issued, price per share | $ 0.10 | ||||||||
Number of shares issued during period, values | $ 25,000 | ||||||||
Novo MedSpa Addison Corp [Member] | Exclusive License [Member] | |||||||||
One time cash payment | $ 40,000 | $ 30,000 | |||||||
Impairment of license | $ 95,000 |
Other Assets (Details Narrati_2
Other Assets (Details Narrative) (10-K) - USD ($) | Dec. 16, 2020 | Oct. 08, 2020 | May 15, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of shares issued during period, shares | 500,000 | 125,000 | |||||
Number of shares issued during period, values | $ 40,000 | $ 33,750 | $ 100,000 | $ 46,500 | $ 46,500 | $ 10,000 | |
Securities Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Convertible Preferred Stock [Member] | |||||||
Equity interest ownership, description | The Company executed a securities purchase agreement with Global Career Networks Inc, a Delaware corporation (the "Seller"), the sole owner of Life Guru, pursuant to which the Company purchased from the Seller, a 51% interest in the capital stock of Life Guru, representing an aggregate of 2,040 shares of Life Guru's common stock. LifeGuru owns and operates the LifeGuru.me website which is currently in development and is anticipated to be fully launched in the fourth quarter of 2020. | ||||||
Number of shares issued during period, shares | 500,000 | ||||||
Shares issuance conditions, descriptions | 500,000 Series B Preferred Stock shares upon completion of the fully operational LifeGuru.me website; 500,000 Series B Preferred Stock shares upon such time as 300 coaches have signed up at LifeGuru.me; and 500,000 Series B Preferred Stock shares upon such time as 1,000 coaches have signed up at LifeGuru.me | ||||||
Number of shares issued during period, values | $ 500,000 | ||||||
Securities Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Convertible Preferred Stock [Member] | Agreed to Issue an Additional Shares [Member] | |||||||
Number of shares issued during period, shares | 1,500,000 | ||||||
Number of shares issued during period, values | $ 1,500,000 | ||||||
Share Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Convertible Preferred Stock [Member] | Valued on Such Grant Date [Member] | |||||||
Number of shares issued during period, values | $ 605,488 | ||||||
Share Purchase Agreement [Member] | LifeGuru Inc [Member] | Series B Convertible Preferred Stock [Member] | |||||||
Percentage of subsidiary owned | 51.00% | 51.00% |
Capital Lease (Details Narrat_2
Capital Lease (Details Narrative) (10-K) - Vendor [Member] - 24 Installments [Member] - USD ($) | Jun. 17, 2020 | Jun. 14, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Payments for capital lease | $ 44,722 | |||
Monthly rent expense | 1,819 | |||
Outstanding balance of capital lease | $ 34,987 | $ 34,987 | ||
Impairment asset down of value liability | $ 1,455 | |||
June Fourteen Two Thousand Twenty Purchase Equipment Agreement [Member] | ||||
Payments for capital lease | $ 44,722 | |||
Monthly rent expense | 1,819 | |||
Outstanding balance of capital lease | $ 31,457 | $ 31,457 | ||
Impairment asset down of value liability | $ 5,991 |
Operating Right-of-Use Lease _6
Operating Right-of-Use Lease Liability (Details Narrative) (10-K) - USD ($) | Jan. 02, 2020 | Jan. 02, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating right-of-use asset | $ 81,437 | $ 87,653 | |||
Capitol City Solutions USA, Inc [Member] | |||||
Operating right-of-use asset | 81,437 | ||||
Operating lease liability | 81,437 | 87,653 | |||
Rental expense | 6,822 | 27,288 | |||
VISSIA Waterway, Inc [Member] | |||||
Operating right-of-use asset | $ 186,162 | 0 | 0 | ||
Operating lease liability | 182,829 | 182,829 | |||
Rental expense | 0 | 57,256 | |||
VISSIA Mckinney, LLC [Member] | |||||
Operating right-of-use asset | 179,495 | 0 | 0 | ||
Operating lease liability | 195,980 | 195,980 | |||
Rental expense | $ 0 | $ 55,863 | |||
Accounting Standards Update 2016-02 [Member] | Capitol City Solutions USA, Inc [Member] | |||||
Operating right-of-use asset | 113,794 | ||||
Operating lease liability | $ 113,794 | ||||
Lease term | 61 months | ||||
Lease expiry date, description | Expires in January 2025 | ||||
Accounting Standards Update 2016-02 [Member] | VISSIA Waterway, Inc [Member] | |||||
Operating right-of-use asset | $ 234,485 | ||||
Operating lease liability | $ 234,485 | ||||
Lease term | 60 months | ||||
Lease expiry date, description | Expires in December 2024. | ||||
Accounting Standards Update 2016-02 [Member] | VISSIA Mckinney, LLC [Member] | |||||
Operating right-of-use asset | $ 287,206 | ||||
Operating lease liability | $ 294,774 | ||||
Lease term | 84 months | ||||
Lease expiry date, description | Expires in November 2025. |
Operating Right-of-Use Lease _7
Operating Right-of-Use Lease Liability - Schedule of Maturities of Lease Liabilities (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Capitol City Solutions USA, Inc [Member] | ||
2021 | $ 20,466 | $ 27,288 |
2022 | 27,288 | 27,288 |
2023 | 27,288 | 27,288 |
2024 | 27,288 | 27,288 |
2025 | 2,274 | 2,274 |
Total undiscounted cash flows | 104,604 | 111,426 |
Less imputed interest (8%) | (23,167) | (23,773) |
Present value of lease liability | 81,437 | 87,653 |
VISSIA McKinney, LLC [Member] | ||
2021 | 54,951 | 54,951 |
2022 | 55,854 | 55,854 |
2023 | 56,776 | 56,776 |
2024 | 57,715 | 57,715 |
2025 | 53,828 | 53,828 |
Total undiscounted cash flows | 279,124 | 279,124 |
Less imputed interest (8%) | (83,144) | (83,144) |
Present value of lease liability | 195,980 | 195,980 |
VISSIA Waterway, Inc [Member] | ||
2021 | 55,540 | 55,540 |
2022 | 57,206 | 57,206 |
2023 | 58,922 | 58,922 |
2024 | 60,690 | 60,690 |
2025 | ||
Total undiscounted cash flows | 232,358 | 232,358 |
Less imputed interest (8%) | (49,529) | (49,529) |
Present value of lease liability | $ 182,829 | $ 182,829 |
Operating Right-of-Use Lease _8
Operating Right-of-Use Lease Liability - Schedule of Maturities of Lease Liabilities (Details) (10-K) (Parenthetical) | Mar. 31, 2021 | Dec. 31, 2020 |
VISSIA McKinney, LLC [Member] | ||
Imputed interest | 8.00% | 8.00% |
VISSIA Waterway, Inc [Member] | ||
Imputed interest | 8.00% | 8.00% |
Capitol City Solutions USA, Inc [Member] | ||
Imputed interest | 8.00% | 8.00% |
Accrued Compensation for Rela_3
Accrued Compensation for Related Parties (Details Narrative) (10-K) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Chief Executive Officer [Member] | |
Accrued compensation | $ 154,500 |
Notes Payable - Schedule of N_3
Notes Payable - Schedule of Notes Payable (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Notes payable, gross | $ 1,105,750 | $ 588,250 | $ 588,250 |
Less: unamortized discount | (959,303) | (449,405) | (449,405) |
Total | 146,447 | 138,845 | 138,845 |
Short term convertible notes, net of discount of $370,923 | 87,447 | 74,827 | 74,827 |
Long-term convertible notes, net of discount of $78,482 | 5,018 | ||
Short-term non-convertible notes | 55,000 | 55,000 | 30,000 |
Long-term non-convertible notes | 0 | 0 | |
Continuing Operations [Member] | |||
Short-term non-convertible notes | 55,000 | 55,000 | |
Discontinued Operations [Member] | |||
Short-term non-convertible notes | 4,000 | 4,000 | |
Note payable [Member] | |||
Notes payable, before reduction of partial conversion | 30,000 | 30,000 | 30,000 |
Less: Settlement | (30,000) | (30,000) | (30,000) |
Notes payable, gross | 0 | 0 | 0 |
Note Payable to Individual [Member] | |||
Notes payable, gross | 40,000 | 40,000 | 40,000 |
Note Payable to Financial Group [Member] | |||
Notes payable, before reduction of partial conversion | 75,000 | 75,000 | 75,000 |
Less: Settlement | (75,000) | (75,000) | (75,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Two [Member] | |||
Notes payable, before reduction of partial conversion | 75,000 | 75,000 | 75,000 |
Less: conversion | (75,000) | (75,000) | (75,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Three [Member] | |||
Notes payable, before reduction of partial conversion | 78,750 | 78,750 | 78,750 |
Less: conversion | (78,750) | (78,750) | (78,750) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Four [Member] | |||
Notes payable, before reduction of partial conversion | 78,750 | 78,750 | 78,750 |
Less: conversion | (78,750) | (78,750) | (78,750) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Five [Member] | |||
Notes payable, before reduction of partial conversion | 78,750 | 78,750 | 78,750 |
Less: conversion | (78,750) | (78,750) | (78,750) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Six [Member] | |||
Notes payable, before reduction of partial conversion | 75,000 | 75,000 | 75,000 |
Less: conversion | (75,000) | (75,000) | (75,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Seven [Member] | |||
Notes payable, before reduction of partial conversion | 157,500 | 157,500 | 157,500 |
Less: conversion | (157,500) | (157,500) | (157,500) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Eight [Member] | |||
Notes payable, before reduction of partial conversion | 88,000 | 88,000 | 88,000 |
Less: conversion | (88,000) | (88,000) | (88,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Nine [Member] | |||
Notes payable, before reduction of partial conversion | 105,000 | 105,000 | 105,000 |
Less: conversion | (105,000) | (105,000) | (105,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Ten [Member] | |||
Notes payable, before reduction of partial conversion | 53,000 | 53,000 | 53,000 |
Less: conversion | (53,000) | (53,000) | (53,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Eleven [Member] | |||
Notes payable, before reduction of partial conversion | 30,000 | 30,000 | 30,000 |
Less: conversion | (30,000) | (30,000) | (30,000) |
Notes payable, gross | 0 | 0 | 0 |
Note payable Twelve [Member] | |||
Notes payable, gross | 50,000 | 50,000 | 50,000 |
Note payable Thirteen [Member] | |||
Notes payable, before reduction of partial conversion | 53,000 | ||
Less: conversion | (53,000) | ||
Notes payable, gross | 0 | 53,000 | 53,000 |
Note payable Fourteen [Member] | |||
Notes payable, before reduction of partial conversion | 105,000 | ||
Less: conversion | (105,000) | ||
Notes payable, gross | 0 | 105,000 | 105,000 |
Note payable Fifteen [Member] | |||
Notes payable, before reduction of partial conversion | 53,000 | ||
Less: conversion | (53,000) | ||
Notes payable, gross | 0 | 53,000 | 53,000 |
Note payable Sixteen [Member] | |||
Notes payable, gross | 4,000 | 4,000 | 4,000 |
Note payable Seventeen [Member] | |||
Notes payable, gross | 5,000 | 5,000 | 5,000 |
Note payable Eighteen [Member] | |||
Notes payable, gross | 56,750 | 56,750 | 56,750 |
Note payable Nineteen [Member] | |||
Notes payable, before reduction of partial conversion | 138,000 | ||
Less: conversion | (138,000) | ||
Notes payable, gross | 0 | 138,000 | 138,000 |
Note payable Twenty [Member] | |||
Notes payable, before reduction of partial conversion | 83,500 | ||
Less: conversion | (83,500) | ||
Notes payable, gross | $ 0 | $ 83,500 | $ 83,500 |
Notes Payable - Schedule of N_4
Notes Payable - Schedule of Notes Payable (Details) (10-K) (Parenthetical) | Dec. 16, 2020shares | Dec. 03, 2020USD ($)Integer$ / shares | Nov. 13, 2020USD ($)Integer$ / shares | Oct. 31, 2020USD ($)Integer$ / shares | Oct. 08, 2020shares | Sep. 14, 2020USD ($)Integer$ / shares | Aug. 11, 2020USD ($)Integer$ / shares | Aug. 05, 2020USD ($)Integer$ / shares | Jul. 07, 2020USD ($) | Jun. 24, 2020USD ($)$ / sharesshares | May 20, 2020USD ($)Integer$ / shares | Apr. 30, 2020USD ($)Integer$ / shares | Apr. 20, 2020USD ($)Integer$ / shares | Feb. 24, 2020USD ($)Integer$ / shares | Oct. 28, 2019USD ($)Integer$ / shares | Oct. 18, 2019USD ($)shares | Oct. 15, 2019USD ($)shares | Aug. 26, 2019USD ($)Integer$ / shares | Jul. 08, 2019USD ($)$ / shares | May 17, 2019USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Sep. 16, 2020USD ($) | Sep. 11, 2020USD ($) | Dec. 31, 2019USD ($) |
Number of shares issued during period, shares | shares | 500,000 | 125,000 | |||||||||||||||||||||||
Original issue of discount | $ 959,303 | $ 449,405 | $ 449,405 | ||||||||||||||||||||||
Notes payable | 146,447 | 138,845 | $ 138,845 | ||||||||||||||||||||||
Short-Term Convertible Notes [Member] | |||||||||||||||||||||||||
Original issue of discount | 959,303 | 370,923 | |||||||||||||||||||||||
Long-Term Convertible Notes [Member] | |||||||||||||||||||||||||
Original issue of discount | 0 | 78,482 | |||||||||||||||||||||||
Note payable to Unrelated Party One [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 30,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 30, 2020 | ||||||||||||||||||||||||
Accrued interest | $ 31,791 | ||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 242,407 | ||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.131 | ||||||||||||||||||||||||
Market price per share | $ / shares | $ 0.33 | ||||||||||||||||||||||||
Loss on loan settlement | 48,203 | ||||||||||||||||||||||||
Note Payable to Individual [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 40,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Jul. 8, 2020 | ||||||||||||||||||||||||
Offering price | $ / shares | $ 0.50 | ||||||||||||||||||||||||
Financial Group [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Aug. 26, 2020 | ||||||||||||||||||||||||
Accrued interest | $ 86,100 | ||||||||||||||||||||||||
Trading price | $ / shares | $ 0.50 | ||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||
Convertible shares | shares | 713,250 | ||||||||||||||||||||||||
Note payable to Unrelated Party Two [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Jul. 15, 2020 | ||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 10,000 | ||||||||||||||||||||||||
Principal and accrued interest | $ 83,233 | ||||||||||||||||||||||||
Convertible shares | shares | 1,503,883 | ||||||||||||||||||||||||
Note payable to Unrelated Party Three [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 28, 2020 | ||||||||||||||||||||||||
Original issue of discount | $ 62,652 | ||||||||||||||||||||||||
Offering price | $ / shares | $ 0.50 | ||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||
Principal and accrued interest | $ 84,620 | ||||||||||||||||||||||||
Convertible shares | shares | 1,119,309 | ||||||||||||||||||||||||
Notes payable | $ 78,750 | ||||||||||||||||||||||||
Note payable to Unrelated Party Four Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 28, 2020 | ||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 1,080,808 | ||||||||||||||||||||||||
Original issue of discount | $ 57,130 | ||||||||||||||||||||||||
Offering price | $ / shares | $ 0.50 | ||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||
Principal and accrued interest | $ 84,529 | ||||||||||||||||||||||||
Notes payable | $ 78,750 | ||||||||||||||||||||||||
Note payable to Unrelated Party Five [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 28, 2020 | ||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 1,119,309 | ||||||||||||||||||||||||
Original issue of discount | $ 62,652 | ||||||||||||||||||||||||
Offering price | $ / shares | $ 0.50 | ||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||
Principal and accrued interest | 84,620 | ||||||||||||||||||||||||
Notes payable | $ 78,750 | ||||||||||||||||||||||||
Note payable to Legend Nutrition, Inc. [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 18, 2020 | ||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 889,979 | ||||||||||||||||||||||||
Loss on loan settlement | 889,979 | ||||||||||||||||||||||||
Principal and accrued interest | $ 81,657 | ||||||||||||||||||||||||
Notes payable | $ 78,750 | ||||||||||||||||||||||||
Maturity date, description | Maturity date of one year. | ||||||||||||||||||||||||
Note payable to Unrelated Party Six [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 150,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 24, 2021 | ||||||||||||||||||||||||
Original issue of discount | $ 7,500 | ||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||
Principal and accrued interest | $ 166,362 | ||||||||||||||||||||||||
Convertible shares | shares | 3,071,819 | ||||||||||||||||||||||||
Notes payable | $ 157,500 | ||||||||||||||||||||||||
Note payable to Unrelated Party Seven [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 88,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 20, 2021 | ||||||||||||||||||||||||
Trading price | $ / shares | $ 0.61 | ||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||
Principal and accrued interest | $ 140,968 | ||||||||||||||||||||||||
Convertible shares | shares | 2,232,298 | ||||||||||||||||||||||||
Notes payable | $ 88,000 | ||||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | ||||||||||||||||||||||||
Note payable to Unrelated Party Eight [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 105,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 30, 2021 | ||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | ||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||
Principal and accrued interest | $ 109,200 | ||||||||||||||||||||||||
Convertible shares | shares | 1,511,000 | ||||||||||||||||||||||||
Notes payable | $ 100,000 | ||||||||||||||||||||||||
Note payable to Unrelated Party Nine [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 53,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Aug. 19, 2021 | ||||||||||||||||||||||||
Trading price | $ / shares | $ 0.61 | ||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||
Principal and accrued interest | $ 86,217 | ||||||||||||||||||||||||
Convertible shares | shares | 683,791 | ||||||||||||||||||||||||
Notes payable | $ 53,000 | ||||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | ||||||||||||||||||||||||
Note payable to Unrelated Party Ten [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 30,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 24, 2020 | ||||||||||||||||||||||||
Market price per share | $ / shares | $ 0.21 | ||||||||||||||||||||||||
Loss on loan settlement | $ 48,331 | ||||||||||||||||||||||||
Principal and accrued interest | $ 30,777 | ||||||||||||||||||||||||
Convertible shares | shares | 376,704 | ||||||||||||||||||||||||
Note payable to Unrelated Party Eleven [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 50,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Jul. 7, 2021 | ||||||||||||||||||||||||
Note payable to Unrelated Party Tweleve [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 53,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 5, 2021 | ||||||||||||||||||||||||
Trading price | $ / shares | $ 0.61 | ||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||
Principal and accrued interest | $ 70,736 | ||||||||||||||||||||||||
Notes payable | $ 53,000 | ||||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | ||||||||||||||||||||||||
Note payable to Unrelated Party Thirteen [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 105,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 45.00% | |||||||||||||||||||||||
Debt instrument, maturity date | May 11, 2021 | ||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | $ 0.1614 | |||||||||||||||||||||||
Loss on loan settlement | $ 58,059 | ||||||||||||||||||||||||
Original issue of discount | $ 5,000 | ||||||||||||||||||||||||
Trading price | $ / shares | $ 0.60 | ||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||
Principal and accrued interest | $ 111,466 | ||||||||||||||||||||||||
Convertible shares | shares | 708,750 | ||||||||||||||||||||||||
Notes payable | $ 100,000 | ||||||||||||||||||||||||
Increase decrease in debt percentage | 135.00% | ||||||||||||||||||||||||
Note payable to Unrelated Party Fourteen [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 53,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 14, 2021 | ||||||||||||||||||||||||
Trading price | $ / shares | $ 0.61 | ||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||
Principal and accrued interest | $ 70,736 | ||||||||||||||||||||||||
Notes payable | $ 53,000 | ||||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | ||||||||||||||||||||||||
Note payable to Unrelated Party Fifteen [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 4,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | |||||||||||||||||||||||||
Note payable to Unrelated Party Sixteen [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 83,500 | $ 138,000 | $ 52,750 | $ 5,000 | |||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||
Debt instrument, maturity date | Mar. 2, 2022 | Nov. 13, 2021 | Oct. 12, 2021 | ||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | ||||||||||||||||||||||||
Trading price | $ / shares | $ 0.61 | $ 0.61 | $ 0.60 | ||||||||||||||||||||||
Trading days | Integer | 10 | 10 | 10 | ||||||||||||||||||||||
Notes payable | $ 83,500 | $ 138,000 | $ 56,750 | ||||||||||||||||||||||
Increase decrease in debt percentage | 22.00% | 18.00% | 24.00% |
Notes Payable - Schedule of Mat
Notes Payable - Schedule of Maturities of Long Term Debt (Details) (10-K) | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 83,500 |
Total | $ 83,500 |
Loans from Related Parties - _3
Loans from Related Parties - Schedule of Loans from Related Parties (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 21, 2019 |
Less: unamortized discount | $ (959,303) | $ (449,405) | $ (449,405) | |
Long-term loan from related parties | 110,000 | 350,000 | ||
Short-term loan from related parties | 129,726 | 25,392 | $ 84,346 | |
Notes Payable [Member] | Related Party 1 [Member] | ||||
Loans from related parties, before conversion | 350,000 | 350,000 | ||
Less: Conversion | (240,000) | (240,000) | ||
Loans from related parties, gross | 110,000 | 110,000 | ||
Notes Payable [Member] | Related Party 2 [Member] | ||||
Loans from related parties, gross | 0 | 0 | ||
Less: unamortized discount | $ (2,363) | |||
Notes Payable [Member] | Related Party 3 [Member] | ||||
Loans from related parties, gross | 0 | 0 | ||
Notes Payable [Member] | Related Party 4 [Member] | ||||
Loans from related parties, gross | 13,473 | 13,473 | ||
Notes Payable [Member] | Related Party 5 [Member] | ||||
Loans from related parties, gross | 6,253 | 11,919 | ||
Notes Payable [Member] | Related Party 6 [Member] | ||||
Loans from related parties, gross | 23,878 | 35,879 | ||
Notes Payable [Member] | Related Parties [Member] | ||||
Loans from related parties, gross | 153,604 | 171,271 | ||
Less: unamortized discount | 0 | 0 | ||
Loans to related parties, net | 153,604 | 171,271 | ||
Long-term loan from related parties | 0 | 110,000 | ||
Notes Payable [Member] | Related Parties [Member] | Continuing Operations [Member] | ||||
Short-term loan from related parties | 129,726 | 25,392 | ||
Notes Payable [Member] | Related Parties [Member] | Discontinued Operations [Member] | ||||
Short-term loan from related parties | $ 23,878 | $ 35,879 |
Loans from Related Parties - _4
Loans from Related Parties - Schedule of Loans from Related Parties (Details) (10-K) (Parenthetical) - USD ($) | Dec. 16, 2020 | Oct. 08, 2020 | Sep. 09, 2019 | Jun. 21, 2019 | Apr. 12, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of shares issued during period, shares | 500,000 | 125,000 | |||||||||
Number of shares issued during period, values | $ 40,000 | $ 33,750 | $ 100,000 | $ 46,500 | $ 46,500 | $ 10,000 | |||||
Shares issued, price per share | $ 0.08 | $ 0.27 | |||||||||
Original issue of discount | 959,303 | 449,405 | 449,405 | ||||||||
Loan outstanding amount | 1,105,750 | $ 588,250 | $ 588,250 | ||||||||
Notes Payable [Member] | Related Party 1 [Member] | |||||||||||
Number of shares issued during period, shares | 5,900,000 | 3,476,495 | |||||||||
Debt instrument, face amount | $ 350,000 | ||||||||||
Cancellation of common shares for long-term debt, shares | 5,900,000 | ||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||
Interest expense | $ 7,506 | ||||||||||
Accrued interest | 18,982 | ||||||||||
Number of shares issued during period, values | 280,108 | ||||||||||
Loss on loan settlement | $ 758,601 | ||||||||||
Notes Payable [Member] | Related Party 1 [Member] | Maximum [Member] | |||||||||||
Shares issued, price per share | $ 0.31 | ||||||||||
Notes Payable [Member] | Related Party 1 [Member] | Minimum [Member] | |||||||||||
Shares issued, price per share | $ 0.27 | ||||||||||
Notes Payable [Member] | Related Party 2 [Member] | |||||||||||
Number of shares issued during period, shares | 50,000 | ||||||||||
Debt instrument, face amount | $ 40,000 | ||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||
Accrued interest | $ 2,214 | ||||||||||
Number of shares issued during period, values | $ 5,000 | ||||||||||
Shares issued, price per share | $ 0.10 | ||||||||||
Debt instrument, maturity date | Jun. 21, 2020 | ||||||||||
Original issue of discount | $ 2,363 | ||||||||||
Notes Payable [Member] | Related Party 3 [Member] | |||||||||||
Number of shares issued during period, shares | 100,000 | 895,722 | 895,722 | ||||||||
Debt instrument, face amount | $ 100,000 | ||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||
Accrued interest | $ 109,278 | $ 109,278 | |||||||||
Number of shares issued during period, values | $ 100,000 | ||||||||||
Shares issued, price per share | $ 1 | ||||||||||
Loss on loan settlement | $ 186,310 | $ 186,310 | |||||||||
Debt instrument, maturity date | Sep. 9, 2020 | ||||||||||
Conversion price per share | $ 0.122 | ||||||||||
Market price per share | $ 0.33 | ||||||||||
Notes Payable [Member] | Related Party 4 [Member] | |||||||||||
Short term notes payable | 13,473 | $ 13,473 | |||||||||
Notes Payable [Member] | Related Party 5 [Member] | |||||||||||
Short term notes payable | 6,253 | 11,919 | |||||||||
Notes Payable [Member] | Related Party 6 [Member] | Officers and Board Members [Member] | |||||||||||
Interest expense | $ 723 | $ 2,153 | |||||||||
Loan outstanding amount | $ 23,878 | $ 35,879 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details Narrative) (10-K) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)Integer | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Integer | Dec. 31, 2019USD ($) | |
Debt instrument, conversion features | $ 2,040,383 | $ 1,243,750 | ||
Derivative liabilities | 2,040,383 | 517,366 | $ 458,745 | |
Changes in derivative liabilities | $ 433,181 | $ (26,937) | $ (107,574) | $ (147,495) |
Derivative liability, description | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty. | ||
Volatility [Member] | Minimum [Member] | ||||
Derivative Liability, Measurement Input | Integer | 176 | 176 | ||
Volatility [Member] | Maximum [Member] | ||||
Derivative Liability, Measurement Input | Integer | 290 | 290 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Convertible Note Derivatives (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative liabilities as of December 31, 2019 | $ 2,040,383 | $ 517,366 | $ 458,745 |
Initial derivative liabilities at new note issuance | 2,719,439 | 895,204 | |
Initial loss | 0 | (36,607) | |
Conversion | (763,241) | (907,550) | |
Mark to market changes | (433,181) | 107,574 | |
Derivative liabilities as of December 31, 2020 | $ 2,040,383 | $ 517,366 | $ 458,745 |
Costs and Estimated Earnings _4
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contract (Details Narrative) (10-K) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Contractors [Abstract] | |
Contract liabilities, excess of revenue recognized | $ 0 |
Contract with customer, liability, revenue recognized | $ 5,640,707 |
Schedule of Costs and Estimat_2
Schedule of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contract (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total Revenues | $ 9,133 | $ 3,296,583 | $ 5,797,629 | $ 1,699,886 |
Total COGS | 4,852,631 | |||
Gross Profit | $ 5,633 | $ 1,145,414 | $ 944,998 | 179,945 |
Percentage of completion (POC) | 0.00% | 100.00% | ||
Revenues - POC | $ 7,358,273 | |||
Bill to Date | 7,358,273 | |||
Costs and estimated earnings in excess of billings on uncompleted contract | $ 1,657,998 | |||
Contract Revenues [Member] | ||||
Total Revenues | 5,640,707 | |||
Other Revenue [Member] | ||||
Total Revenues | 156,922 | |||
Contract COGS [Member] | ||||
Total COGS | 4,184,033 | |||
Other COGS [Member] | ||||
Total COGS | $ 668,598 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforwards | $ 3,049,371 |
Net operating loss carryforwards expiration, description | Expire beginning 2029 |
Valuation allowance for deferred tax asset, percentage | 100.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax (Details) (10-K) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Net Operating Loss | $ 640,368 |
Valuation Allowance | (640,368) |
Net Deferred Asset |
Capital Stock (Details Narrat_2
Capital Stock (Details Narrative) (10-K) - USD ($) | Feb. 26, 2021 | Feb. 08, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Dec. 18, 2020 | Dec. 17, 2020 | Dec. 16, 2020 | Dec. 15, 2020 | Dec. 03, 2020 | Dec. 02, 2020 | Nov. 23, 2020 | Nov. 17, 2020 | Nov. 13, 2020 | Nov. 09, 2020 | Nov. 04, 2020 | Nov. 03, 2020 | Oct. 30, 2020 | Oct. 26, 2020 | Oct. 19, 2020 | Oct. 13, 2020 | Oct. 08, 2020 | Sep. 08, 2020 | Aug. 28, 2020 | Aug. 26, 2020 | Jul. 27, 2020 | Jun. 04, 2020 | Jun. 02, 2020 | May 22, 2020 | May 20, 2020 | May 15, 2020 | Apr. 02, 2020 | Feb. 28, 2020 | Jan. 17, 2020 | Jan. 13, 2020 | Jan. 03, 2020 | Jan. 02, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 26, 2019 | Jul. 05, 2019 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty. | |||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 195,000,000 | 195,000,000 | 195,000,000 | 195,000,000 | 195,000,000 | 195,000,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 55,066,855 | 72,563,766 | 55,066,855 | 55,066,855 | 55,066,855 | 27,208,356 | |||||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 55,066,855 | 72,563,766 | 55,066,855 | 55,066,855 | 55,066,855 | 27,208,356 | |||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.08 | $ 0.27 | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, values | $ 40,000 | $ 33,750 | $ 100,000 | $ 46,500 | $ 46,500 | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services, value | 1,712,740 | 640,000 | 1,300,813 | 2,303,390 | |||||||||||||||||||||||||||||||||||||||||||
Common stock payable, value | 100,000 | $ 46,500 | $ 46,500 | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 500,000 | 125,000 | |||||||||||||||||||||||||||||||||||||||||||||
Returned to Treasury and Cancelled Shares [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock cancelled | 4,250,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares Returned to Treasury [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock cancelled | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Unrelated Party [member] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.33 | $ 0.33 | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, values | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 708,750 | 895,722 | 242,407 | ||||||||||||||||||||||||||||||||||||||||||||
Settlement of loan | $ 186,310 | $ 48,203 | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Dickens [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Based Compensation | $ 280,000 | $ 840,000 | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares grant during period | 250,000 | 250,000 | 250,000 | 250,000 | 250,000 | ||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 1.12 | $ 1.12 | $ 1.12 | $ 1.12 | |||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 25,968 | $ 86,217 | $ 35,000 | $ 25,000 | $ 6,600 | $ 20,000 | $ 502,050 | $ 25,968 | $ 25,968 | $ 25,968 | |||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 297,900 | 683,791 | 412,580 | 330,869 | 50,000 | 2,730,548 | |||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 25,968 | $ 33,888 | |||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Fourth Man, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 77,929 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 1,030,808 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Armada Capital Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 84,620 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 1,119,309 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | BHP Capital NY, Inc. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 84,620 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 1,119,309 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Adar Alef LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 48,862 | $ 24,000 | $ 36,000 | $ 26,000 | $ 18,682 | $ 12,818 | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 889,054 | 480,769 | 721,154 | 520,833 | 323,322 | 136,687 | |||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Geneva Roth Remark Holdings, Inc., [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 688,976 | 492,126 | 340,716 | ||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | GHS Investments LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 35,769 | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 716,527 | 416,667 | |||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Firstfire Global Opportunities Fund, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 84,200 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 1,031,000 | 480,000 | |||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Greentree Financial Group, Inc., [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 31,100 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 622,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Exchange for Cash [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 160,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, values | $ 46,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Shares Qualified and Registered in Connection with Offering Statement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Exchange For Principal and Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Certain Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock payable, value | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Restricted Stock [Member] | Exchange for Cash [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 62,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, values | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Restricted Stock [Member] | Shares Qualified and Registered in Connection with Offering Statement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Restricted Stock [Member] | Certain Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Jacob Cohen [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.26 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services, value | $ 780,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Esteban Alexander [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.26 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services, value | $ 780,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Unrelated Party [member] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.31 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 2,501,378 | ||||||||||||||||||||||||||||||||||||||||||||||
Settlement of loan | $ 580,320 | 580,320 | 580,320 | 580,320 | |||||||||||||||||||||||||||||||||||||||||||
Unrelated Party One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.27 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 975,117 | ||||||||||||||||||||||||||||||||||||||||||||||
Settlement of loan | 178,282 | 178,282 | 178,282 | 178,282 | |||||||||||||||||||||||||||||||||||||||||||
Unrelated Party Two [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.21 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 376,704 | ||||||||||||||||||||||||||||||||||||||||||||||
Settlement of loan | 48,331 | 48,331 | 48,331 | 48,331 | |||||||||||||||||||||||||||||||||||||||||||
Unrelated Party Three [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.21 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 889,979 | ||||||||||||||||||||||||||||||||||||||||||||||
Settlement of loan | $ 114,239 | $ 114,239 | $ 114,239 | $ 114,239 | |||||||||||||||||||||||||||||||||||||||||||
2019 Stock Option and Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Maximum number of shares available | 7,565,000 | 7,565,000 | 7,565,000 | 7,565,000 | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 770,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Based Compensation | $ 232,700 | ||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Acquisition percentage | 51.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Jesse J. Dickens [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Annual base salary | $ 120,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Jesse J. Dickens [Member] | Restricted Stock [Member] | Vesting Period of One Year [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares grant during period | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Signing the Employment Agreement [Member] | Mr. Dickens [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares grant during period | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Signing the Employment Agreement [Member] | Mr. Dickens [Member] | January 1, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares grant during period | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Signing the Employment Agreement [Member] | Mr. Dickens [Member] | April 1, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares grant during period | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Signing the Employment Agreement [Member] | Mr. Dickens [Member] | July 1, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares grant during period | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Four Exchanges Agreements [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock cancelled | 650,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Exchange for Four Long Term Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock cancelled | 5,900,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Exchange for Four Long Term Notes [Member] | Four Long-Term Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 350,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Data Delivery and Ancillary Services Agreement [Member] | Third Party [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.56 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 357,142 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services, value | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock A [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 3 | 3 | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||
Preferred stock issuance, description | The holders of Series A Preferred Stock have no dividend rights, liquidation preference and conversion rights. As long as any shares of Series A Preferred Stock remain issued and outstanding, the holders of Series A Preferred Stock have the right to vote on all shareholder matters equal to sixty percent (60%) of the total vote. At the option of the Company, Series A Preferred Stock is redeemable at $1.00 per share. The holders of Series B Preferred Stock have the same dividend rights as common stockholders on a fully converted basis, are entitled to receive pari passu with any distribution of any of the assets of the Company to the holders of the Company's common stock, but not prior to any holders of senior securities. Each share of Series B Preferred Stock may be converted, at the option of the holder thereof, into that number of shares of common stock of the Company as equals $1.00 divided by 90% of the average of the volume weighted average prices ("VWAP") of the Company's common stock, for the five trading days immediately preceding the date the notice of conversion is received, subject to the limit of 4.999% of the Company's outstanding shares of common stock. The holders of Series B Preferred Stock have no voting rights. | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | On May 20, 2020, the Company issued one share of its newly designated shares of Series A Preferred Stock to each of the three members of its then Board of Directors, (1) Jacob D. Cohen, (2) Esteban Alexander and (3) Luis Alan Hernandez, in consideration for services rendered to the Company as members of the Board of Directors. Such shares of Series A Preferred Stock vote in aggregate sixty percent (60%) of the total vote on all shareholder matters, voting separately as a class. Notwithstanding such voting rights, no change in control of the Company was deemed to have occurred in connection with the issuance since Messrs. Cohen, Alexander and Hernandez, own in aggregate 68% of the Company's outstanding common stock and therefore controlled the Company prior to such issuance. | ||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 68.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, values | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services, value | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock B [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Preferred shares, undesignated | 2,999,997 | 2,999,997 | 2,999,997 | 2,999,997 | |||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, values | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services, value | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock B [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares acquired | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares acquired, value | $ 605,488 | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock | 2,083,333 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares converted | 500,000 | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares acquired | 500,000 | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Shares acquired, value | $ 601,852 | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Shares acquired, price | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock One [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares acquired | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares acquired, value | $ 1,500,000 |
Going Concern (Details Narrat_2
Going Concern (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss from continuing operation | $ (7,354,994) | $ (30,619) | $ (6,136,105) | $ (3,131,760) |
Net loss from discontinued operation | (17,612) | $ (99,293) | (1,203,785) | (80,488) |
Accumulated deficit | $ (17,932,264) | $ (10,559,658) | $ (3,219,768) |
Uncertainties (Details Narrat_2
Uncertainties (Details Narrative) (10-K) - shares | Nov. 11, 2019 | Oct. 14, 2019 | Nov. 30, 2019 |
Robert Holden, President, CEO and Director [Member] | |||
Uncertainties of concern, description | Robert Holden, the Company's former CEO, filed a Petition and Application for Temporary Restraining Order in the District Court of Harris County, Texas against the Company stating that the Company is blocking Mr. Holden's legal right to trade his shares in the open market and further attempting to stake his claim that he maintains his rights to the 3,800,000 shares he received in connection with his acceptance as CEO of the Company on or around May 31, 2018. | ||
Winfred Fields [Member] | |||
Uncertainties of concern, description | The Company filed an original petition and jury demand against Winfred Fields, a shareholder, in the 458th Judicial District Court of Fort Bend County seeking damages related to breach of contract and fraud related charges. The Company executed an exchange agreement with Mr. Fields on or around April 12, 2019 whereby Mr. Fields was required to tender to the Company a total of 650,000 of the 750,000 shares of the Company's common stock that Mr. Fields then owned (the "Exchanged Shares") in exchange for a promissory note with a maturity date of April 12, 2021 payable in the amount of $42,500 (the "Fields Note") (see also "Note 11 - Loans to Related Parties"). The Exchange Agreement required that Mr. Fields immediately return the stock certificates for the Exchanged Shares to the Company or its designated agent for immediate cancellation and for Mr. Fields to retain the remaining 100,000 shares. | ||
Number of common stock recover for legal action | 650,000 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Discontinued Operations (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue | $ 2,530 | $ 113,432 | $ 311,672 | $ 214,101 |
Cost of revenue | 0 | 53,449 | 205,742 | 107,195 |
Gross Profit | 2,530 | 59,983 | 105,930 | 106,906 |
Operating expenses | 20,142 | 158,268 | 587,580 | 178,340 |
Loss from operations | (17,612) | (98,285) | (481,650) | (71,434) |
Other Expenses | 0 | (1,008) | (722,135) | (9,054) |
Net loss | $ (17,612) | $ (99,293) | $ (1,203,785) | $ (80,488) |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) - USD ($) | Apr. 28, 2021 | Apr. 21, 2021 | Apr. 08, 2021 | Mar. 30, 2021 | Mar. 24, 2021 | Mar. 22, 2021 | Mar. 19, 2021 | Mar. 18, 2021 | Mar. 09, 2021 | Mar. 08, 2021 | Mar. 05, 2021 | Feb. 26, 2021 | Feb. 12, 2021 | Feb. 08, 2021 | Jan. 22, 2021 | Jan. 21, 2021 | Jan. 13, 2021 | Jan. 12, 2021 | Jan. 06, 2021 | Dec. 16, 2020 | Oct. 08, 2020 | Jun. 02, 2020 | May 15, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2020 | Dec. 17, 2020 | Sep. 08, 2020 | Jun. 04, 2020 | Apr. 02, 2020 |
Debt instrument, description | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty | An event of default adjusting the interest rate would occur initially 0% of the time for all notes with increases 1% per month to a maximum of 10% with the corresponding penalty. | ||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.08 | $ 0.27 | ||||||||||||||||||||||||||||||
Number of shares issued during period, values | $ 40,000 | $ 33,750 | $ 100,000 | $ 46,500 | $ 46,500 | $ 10,000 | ||||||||||||||||||||||||||
Number of shares issued for services, value | 1,712,740 | $ 640,000 | 1,300,813 | $ 2,303,390 | ||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares converted | 500,000 | 500,000 | ||||||||||||||||||||||||||||||
Investors [Member] | ||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 502,050 | $ 25,968 | $ 86,217 | $ 35,000 | $ 25,000 | $ 6,600 | $ 20,000 | |||||||||||||||||||||||||
Convertible note | $ 25,968 | $ 33,888 | ||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Acquired percentage | 51.00% | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, values | $ 500,000 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Global Career Networks Inc [Member] | ||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.24 | |||||||||||||||||||||||||||||||
Number of shares converted | 2,057,613 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Global Career Networks Inc [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares converted | 500,000 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Investors [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period | 10,000,000 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Investors [Member] | Offering Costs [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period | 200,000 | |||||||||||||||||||||||||||||||
Proceeds from offering costs | $ 94,500 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Investors [Member] | LGH Investments, LLC [Member] | ||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 114,392 | |||||||||||||||||||||||||||||||
Number of shares issued during period | 708,750 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Investors [Member] | L1 Capital Global Opportunities Master Fund [Member] | ||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 151,175 | $ 50,275 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||
Number of shares issued during period | 872,270 | 217,640 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | Investors [Member] | Cavalry Fund 1, LP [Member] | ||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 61,120 | $ 50,875 | $ 129,925 | $ 100,000 | $ 75,000 | $ 75,000 | $ 50,000 | |||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | |||||||||||||||||||||||||
Number of shares issued during period | 485,079 | 403,769 | 909,361 | 555,324 | 451,060 | 409,333 | 224,921 | |||||||||||||||||||||||||
Subsequent Event [Member] | Mr. Jacob D. Cohen [Member] | ||||||||||||||||||||||||||||||||
Number of restricted stock | 2,500,000 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consulting Services [Member] | ||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.28 | $ 0.22 | $ 0.08 | $ 0.38 | ||||||||||||||||||||||||||||
Number of common stock issued for services | 100,000 | 200,000 | 500,000 | 400,000 | ||||||||||||||||||||||||||||
Number of shares issued for services, value | $ 28,000 | $ 44,000 | $ 142,600 | $ 152,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Investors [Member] | Senior Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,450,000 | |||||||||||||||||||||||||||||||
Number of warrants to purchase | 6,750,000 | |||||||||||||||||||||||||||||||
Debt instrument, description | The Purchase Agreement includes indemnification obligations of the Company, requirements for the Company to reserve three times the number of shares of common stock issuable upon conversion of the Notes and exercise of the Warrants, the right of the Investors to participate up to 30% in any future equity or debt offering made by the Company in the 12 months after the First Closing Date, a prohibition on the Company selling any shares of common stock or common stock equivalents until 30 days after the First Closing Date, subject to certain exceptions, a one year prohibition on the Company entering into any equity line transaction or variable rate transaction (including convertible notes with adjustable conversion prices), and a one year prohibition, without the approval of the Investors, of a reverse or forward stock split. | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 110.00% | |||||||||||||||||||||||||||||||
Interest terms | 15% upon the occurrence of an event of default | |||||||||||||||||||||||||||||||
Debt conversion, description | Additionally, at the option of the Investors, upon the occurrence of any event of default, the Investors can elect to convert the Notes at the lower of the stated conversion price and a conversion price equal to 70% of the lowest closing bid price of the common stock during the 10 consecutive trading day period ending and including the date of delivery or deemed delivery of any applicable conversion notice (the "Alternative Conversion Price"). | |||||||||||||||||||||||||||||||
Indebtedness | $ 30,000 | |||||||||||||||||||||||||||||||
Long term debt description | The Notes contain customary events of default, which include any default of $30,000 of more of indebtedness of the Company, final judgements equal to or greater than $75,000 rendered against the Company, and the Company's failure to comply with the reporting obligations of the Securities Exchange Act of 1934, as amended. Upon the occurrence of an event of default, at the option of the holder thereof, the amount of the Note increases by 110% (including principal and accrued interest) (plus 2% additional for each event of default that occurs thereafter). | |||||||||||||||||||||||||||||||
Warrant issuance description | The Warrants are exercisable at various prices with (i) Warrants to purchase 2,250,000 shares of common stock exercisable at $0.20 per share, (ii) Warrants to purchase 2,250,000 shares of common stock exercisable at $0.35 per share, and (iii) Warrants to purchase 2,250,000 shares of common stock exercisable at $0.50 per share. All of the Warrants may be exercised via cashless exercise in the event that the shares underlying the Warrants are not registered within 180 days of the closing of the transaction. The Warrants, if not exercised by such date, terminate on January 7, 2026. | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Investors [Member] | Senior Secured Convertible Promissory Notes [Member] | First Tranche Notes [Member] | ||||||||||||||||||||||||||||||||
Debt instrument, description | The First Tranche Notes are convertible into shares of the Company's common stock at any time, at a rate equal to the lesser of (i) $0.50 per share and (ii) 75% of the lowest daily volume-weighted average price (VWAP) of the Company's common stock during the seven consecutive trading days prior to the delivery of a conversion notice (the "Market Price"), but not less than 75% of the VWAP on the First Closing Date. | |||||||||||||||||||||||||||||||
Convertible note | $ 850,000 | |||||||||||||||||||||||||||||||
Legal fees | $ 25,000 | |||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 7, 2022 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Investors [Member] | Senior Secured Convertible Promissory Notes [Member] | Second Tranche Notes [Member] | ||||||||||||||||||||||||||||||||
Debt instrument, description | The Second Tranche Notes are convertible into shares of the Company's common stock at a rate equal to the lesser of (1) the VWAP on the Second Closing Date ($0.2437) or (2) the Market Price, but not less than 75% of the VWAP on the Second Tranche closing date. However, if while any Notes are outstanding and the daily VWAP on any of seven consecutive trading days is less than the applicable floor price(s), such floor price(s) are reduced (but not increased) to 75% of the VWAP on the seventh trading day. | |||||||||||||||||||||||||||||||
Convertible note | $ 600,000 | |||||||||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 30, 2022 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Stock Option and Incentive Plan [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period | 105,000 | |||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.40 | |||||||||||||||||||||||||||||||
Number of shares issued during period, values | $ 40,000 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | Mr. Rodriquez [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period | 4,000,000 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | Mr. Bowen [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period | 1,500,000 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | David M. Loev [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period | 1,000,000 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | KBHS, LLC [Member] | ||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 1.50% | |||||||||||||||||||||||||||||||
Number of shares immediately vested | 1,500,000 | |||||||||||||||||||||||||||||||
Vested fair value | $ 10,000 | |||||||||||||||||||||||||||||||
Finders fee percentage | 5.00% | |||||||||||||||||||||||||||||||
Acquired percentage | 7.50% | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Global Career Networks Inc [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period | 500,000 | |||||||||||||||||||||||||||||||
Shares issued, price per share | $ 1 | |||||||||||||||||||||||||||||||
Number of shares issued during period, values | $ 500,000 |