Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | ATHENA GOLD CORP. |
Entity Central Index Key | 0001304409 |
Entity Tax Identification Number | 90-0775276 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2010 A Harbison Drive, #312 |
Entity Address, City or Town | Vacaville |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95687 |
City Area Code | 707 |
Local Phone Number | 291-6198 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 40,147 | $ 72,822 |
Prepaid expenses | 40,341 | 51,166 |
Total current assets | 80,488 | 123,988 |
Other assets | ||
Mineral Rights - Excelsior Springs | 6,000,000 | 6,000,000 |
Total other assets | 6,000,000 | 6,000,000 |
Total assets | 6,080,488 | 6,123,988 |
Current liabilities | ||
Accounts payable | 250,139 | 50,373 |
Notes payable – related party | 75,000 | 0 |
Total current liabilities | 325,139 | 50,373 |
Long term liabilities | ||
Total long term liabilities | 432,110 | 1,024,208 |
Total liabilities | 757,249 | 1,074,581 |
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock - $0.0001 par value; 250,000,000 shares authorized, 119,858,700 and 119,858,700 issued and outstanding | 11,986 | 11,986 |
Additional paid in capital | 16,068,449 | 16,056,561 |
Accumulated deficit | (10,757,196) | (11,019,140) |
Total stockholders' equity | 5,323,239 | 5,049,407 |
Total liabilities and stockholders' equity | $ 6,080,488 | $ 6,123,988 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 119,858,700 | 119,858,700 |
Common stock, shares outstanding | 119,858,700 | 119,858,700 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses | ||
Exploration, evaluation and project expenses | $ 192,566 | $ 35,677 |
General and administrative expenses | 137,588 | 214,103 |
Total operating expenses | 330,154 | 249,780 |
Net operating loss | (330,154) | (249,780) |
Interest expense | 0 | (7,192) |
Revaluation of warrant liability | 592,098 | 0 |
Net income (loss) | $ 261,944 | $ (256,972) |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
December 31, 2021 at Dec. 31, 2020 | $ 5,489 | $ 9,897,700 | $ (9,988,885) | $ (85,696) |
Ending balance, shares at Dec. 31, 2020 | 54,887,876 | |||
Conversion of management fees | $ 214 | 96,286 | 96,500 | |
Conversion of management fees payable, shares | 2,144,444 | |||
Stock based compensation | 128,775 | 128,775 | ||
Private placement | $ 325 | 149,675 | 150,000 | |
Private placement, shares | 3,250,000 | |||
Net income | (256,972) | (256,972) | ||
March 31, 2022 at Mar. 31, 2021 | $ 6,028 | 10,272,436 | (10,245,857) | 32,607 |
Ending balance, shares at Mar. 31, 2021 | 60,282,320 | |||
December 31, 2021 at Dec. 31, 2020 | $ 5,489 | 9,897,700 | (9,988,885) | (85,696) |
Ending balance, shares at Dec. 31, 2020 | 54,887,876 | |||
March 31, 2022 at Dec. 31, 2021 | $ 11,986 | 16,056,561 | (11,019,140) | 5,049,407 |
Ending balance, shares at Dec. 31, 2021 | 119,858,700 | |||
Stock based compensation | 11,888 | 11,888 | ||
Net income | 261,944 | 261,944 | ||
March 31, 2022 at Mar. 31, 2022 | $ 11,986 | $ 16,068,449 | $ (10,757,196) | $ 5,323,239 |
Ending balance, shares at Mar. 31, 2022 | 119,858,700 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ 261,944 | $ (256,972) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Amortization of debt discount | 0 | 5,493 |
Revaluation of warrant liability | (592,098) | 0 |
Share based compensation | 11,888 | 128,775 |
Change in operating assets and liabilities: | ||
Prepaid expense | 10,825 | 0 |
Accounts payable | 199,766 | 3,323 |
Other liabilities | 0 | 1,072 |
Net cash used in operating activities | (107,675) | (118,309) |
Cash flows from financing activities | ||
Proceeds from private placement of stock | 0 | 150,000 |
Proceeds from notes payable - related parties | 75,000 | 9,245 |
Payments to related parties | 0 | (17,845) |
Net cash provided by financing activities | 75,000 | 141,400 |
Net increase (decrease) in cash | (32,675) | 23,091 |
Cash, beginning of period | 72,822 | 8,986 |
Cash, end of period | 40,147 | 32,077 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 0 | 627 |
Cash paid for income taxes | $ 0 | $ 0 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | Note 1 – Nature of Business and Summary of Significant Accounting Policies Nature of Operation Athena Gold Corporation (“we,” “our,” “us,” or “Athena”) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December 23, 2003 and began our mining operations in 2010. In December 2009, we formed and organized a wholly-owned subsidiary, Athena Minerals, Inc. (“Athena Minerals”) which owns and operates mining interests and property in California. On December 31, 2020 we sold the subsidiary to Mr. John Gibbs, a related party, in a non-cash exchange. The Company’s properties do not have any reserves. The Company plans to conduct exploration programs on these properties with the objective of ascertaining whether any of its properties contain economic concentrations of precious and base metals that are prospective for mining. Basis of Presentation We prepared these interim financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month periods ended March 31, 2022 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim consolidated financial statements should be read in conjunction with the audited financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2021. Reclassifications Certain reclassifications may have been made to our prior year’s consolidated financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. Foreign Currency Translation The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk. The functional currency of the Company is the US dollar; therefore, the Company is exposed to currency risk from financial assets and liabilities denominated in Canadian dollars. Recent Accounting Pronouncements We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. Liquidity and Going Concern Our financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At March 31, 2022, we had not yet achieved profitable operations and we have accumulated losses of approximately $ 10,757,196 Impairment of Long-lived Assets We continually monitor events and changes in circumstances that could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Notes Payable - Related Party Related party payables are classified as current liabilities as the note holders are control persons and have the ability to control the repayment dates of the notes. Exploration Costs Mineral exploration costs are expensed as incurred. When it has been determined that it is economically feasible to extract minerals and the permitting process has been initiated, exploration costs incurred to further delineate and develop the property are considered pre-commercial production costs and will be capitalized and included as mine development costs in our consolidated balance sheets. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). This ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The estimated fair value of each stock option as of the date of grant was calculated using the Black-Scholes pricing model. The Company estimates the volatility of its common stock at the date of grant based on Company stock price history. The Company determines the expected life based on the simplified method given that its own historical share option exercise experience does not provide a reasonable basis for estimating expected term. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The shares of common stock subject to the stock-based compensation plan shall consist of unissued shares, treasury shares or previously issued shares held by any subsidiary of the Company, and such number of shares of common stock are reserved for such purpose. Fair Value of Financial Instruments Level 1 - Valuation based on quoted market prices in active markets for identical assets and liabilities. Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. The fair value of cash, receivables and accounts payable approximates their carrying values due to their short term to maturity. The warrant liabilities are measured using level 3 inputs (Note 4). Earnings (Loss) per Common Share The Company incurred a net income and net loss for the three months ended March 31, 2022 and 2021, respectively. In periods where the Company has a net income certain options and warrants are included in the computation of diluted shares outstanding, however, the options and warrants were not included in the calculation because they were “out-of-the money”. In periods where the Company has a net loss, all common stock equivalents are excluded as they would be anti-dilutive. COVID-19 Pandemic An occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission. |
Shares issued for acquisition,
Shares issued for acquisition, value - Nubian Resources [Member] - USD ($) | Dec. 31, 2021 | Dec. 30, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Shares issued for acquisition, value | $ 5,850,000 | |
Stock Issued During Period, Shares, Acquisitions | 45,000,000 |
Convertible Note Payable
Convertible Note Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 3 – Convertible Note Payable Effective April 1, 2015, the Company executed a convertible promissory note (the “Note”) in the principal amount of $ 51,270 6 On April 24, 2020, the Company agreed to reduce the conversion price from $0.0735 per share to $0.021 per share. All other terms of the convertible note remain unchanged, and therefore did not change the cash flows of the note. The Company determined the transaction was considered an extinguishment because of the change in conversion price in which no gain or loss was recorded according to ASC 470-50. However, because the conversion price was reduced below the $0.03 market value on the date of the change, a beneficial conversion feature resulted from the price reduction in the amount of $ 21,973 5,493 no On November 30, 2021, the Company received a notice of conversion of the Note with a principal balance of $ 51,270 0.021 2,441,476 1,026,204 21,550 |
Common Stock and Warrants
Common Stock and Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common Stock and Warrants | Note 4 – Common Stock and Warrants During the twelve months ended December 31, 2021 we sold 14,358,700 742,375 On September 30, 2021 we completed a private placement in which we sold 3,108,700 May 31, 2024 91,000 190,552 The warrants have an exercise price in Canadian dollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging, the warrants have a derivative liability value. At December 31, 2021, the warrant liability was valued at $ 341,145 151,001 190,144 Schedule of assumptions used Fair value assumptions – warrant liability: 9/30/21 12/31/21 3/31/22 Risk free interest rate 0.53 0.97 2.28 Expected term (years) 2.7 2.4 2.2 Expected volatility 189 191 181 The Broker Warrants were evaluated for purposes of classification between liability and equity. The Broker Warrants do not contain features that would require a liability classification and are therefore considered equity. The Black Scholes pricing model was calculated in US dollars to estimate the fair value of $ 7,472 Schedule of assumptions used Fair value assumptions – broker warrants: September 30, 2021 Risk free interest rate 0.28 Expected term (years) 2.0 Expected volatility 196 On May 25, 2021 we completed a private placement in which we sold 6,250,000 May 31, 2024 173,810 401,823 The warrants have an exercise price in Canadian dollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging, the warrants have a derivative liability value. At December 31, 2021, the warrant liability was valued at $ 683,063 281,109 401,954 Schedule of assumptions used Fair value assumptions – warrant liability: 5/25/21 12/31/21 3/31/22 Risk free interest rate 0.30 0.97 2.28 Expected term (years) 3.0 2.4 2.2 Expected volatility 180 189 181 The Broker Warrants were evaluated for purposes of classification between liability and equity. The Broker Warrants do not contain features that would require a liability classification and are therefore considered equity. The Black Scholes pricing model was calculated in US dollars to estimate the fair value of $ 12,943 Schedule of assumptions used Fair value assumptions – broker warrants: May 25, 2021 Risk free interest rate 0.14 Expected term (years) 2.0 Expected volatility 205 During the quarter ended March 31, 2021, we sold 5,000,000 150,000 On January 1, 2021 Mr. John Power, the Company’s CEO/CFO agreed to convert accrued management fees totaling $ 96,500 2,144,444 |
Share Based Compensation
Share Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share Based Compensation | Note 5 – Share Based Compensation On March 22, 2021 the Company issued a total of 2,000,000 We estimated the fair value of the options using the Black-Scholes option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the options. Our expected volatility assumption is based on our historical weekly closing price of our stock over a period equivalent to the expected remaining life of the options. The total estimated fair value of the options utilized the following assumptions: Share-based compensation assumptions Expected volatility 211 Expected life 3.4 Risk free interest rate 0.31 The calculations resulted in the total fair value of the options issued to be $ 190,202 11,888 Schedule of Stock Options Activity Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (Years) Value Balance at December 31, 2020 – $ – – $ – Exercised – – – – Issued 2,000,000 0.09 4.2 – Canceled – – – – Balance at December 31, 2021 2,000,000 0.09 4.2 80,000 Exercised – – – – Issued – – – – Canceled – – – – Balance at March 31, 2022 2,000,000 0.09 4.0 – Options exercisable at March 31, 2022 1,500,000 0.09 4.0 – Also, on March 22, 2021 the Company agreed to issue a total of 300,000 30,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies We are subject to various commitments and contingencies. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions Conflicts of Interests Magellan Gold Corporation (“Magellan”) is a company under common control. Mr. John Gibbs is a significant shareholder in both Athena and Magellan. Athena and Magellan are both involved in the business of acquisition and exploration of mineral resources. Silver Saddle Resources, LLC (“Silver Saddle”) is also a company under common control. Mr. Power and Mr. Gibbs are the owners and managing members of Silver Saddle. Athena and Silver Saddle are both involved in the business of acquisition and exploration of mineral resources. There exists no arrangement or understanding with respect to the resolution of future conflicts of interest. The existence of common ownership and common management could result in significantly different operating results or financial position from those that could have resulted had Athena, Magellan and Silver Saddle been autonomous. Management Fees The Company is subject to a month-to-month management agreement with Mr. Power requiring a monthly payment of $2,500 as consideration for the day-to-day management of Athena, $ 7,500 On January 1, 2021, the Company agreed to convert the $ 96,500 2,144,444 Note Payable During March 2022, the Company executed two promissory notes with John Gibbs for $ 50,000 25,000 6 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events In April 2022, the Company completed the sale of an aggregate of CAD$500,000 of its Units at a purchase price of CAD$.08 per Unit for a total of 6,250,000 Units. Each Unit consisted of one share of Common Stock and one common stock purchase warrant exercisable for three years to purchase one additional share of Common Stock at a price of CAD$0.15 per share. The transaction was part of the Company’s unregistered private offering of up to CAD$500,000 in Units at a price of CAD$0.08 per Unit. The Company issued 1,181,250 shares out of 3,375,000 shares of common stock in April 2022 at CAD$.08 per share as a part of the private placement offering to settle $75,000 of notes payable to Mr. Gibbs. Effective June 6,2022, the Company executed a promissory note (the “Note”) in the principal amount of $26,100 in favor of TriPower Resources, LLC. The total outstanding principal balance together with accrued and unpaid interest at the rate of 6% per annum, shall be due and payable on September 30, 2023. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operation | Nature of Operation Athena Gold Corporation (“we,” “our,” “us,” or “Athena”) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December 23, 2003 and began our mining operations in 2010. In December 2009, we formed and organized a wholly-owned subsidiary, Athena Minerals, Inc. (“Athena Minerals”) which owns and operates mining interests and property in California. On December 31, 2020 we sold the subsidiary to Mr. John Gibbs, a related party, in a non-cash exchange. The Company’s properties do not have any reserves. The Company plans to conduct exploration programs on these properties with the objective of ascertaining whether any of its properties contain economic concentrations of precious and base metals that are prospective for mining. |
Basis of Presentation | Basis of Presentation We prepared these interim financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month periods ended March 31, 2022 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim consolidated financial statements should be read in conjunction with the audited financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2021. |
Reclassifications | Reclassifications Certain reclassifications may have been made to our prior year’s consolidated financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We continually monitor events and changes in circumstances that could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). This ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The estimated fair value of each stock option as of the date of grant was calculated using the Black-Scholes pricing model. The Company estimates the volatility of its common stock at the date of grant based on Company stock price history. The Company determines the expected life based on the simplified method given that its own historical share option exercise experience does not provide a reasonable basis for estimating expected term. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The shares of common stock subject to the stock-based compensation plan shall consist of unissued shares, treasury shares or previously issued shares held by any subsidiary of the Company, and such number of shares of common stock are reserved for such purpose. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Level 1 - Valuation based on quoted market prices in active markets for identical assets and liabilities. Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. The fair value of cash, receivables and accounts payable approximates their carrying values due to their short term to maturity. The warrant liabilities are measured using level 3 inputs (Note 4). |
Earnings (Loss) per Common Share | Earnings (Loss) per Common Share The Company incurred a net income and net loss for the three months ended March 31, 2022 and 2021, respectively. In periods where the Company has a net income certain options and warrants are included in the computation of diluted shares outstanding, however, the options and warrants were not included in the calculation because they were “out-of-the money”. In periods where the Company has a net loss, all common stock equivalents are excluded as they would be anti-dilutive. |
Share Based Compensation (Table
Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation assumptions | Share-based compensation assumptions Expected volatility 211 Expected life 3.4 Risk free interest rate 0.31 |
Schedule of Stock Options Activity | Schedule of Stock Options Activity Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (Years) Value Balance at December 31, 2020 – $ – – $ – Exercised – – – – Issued 2,000,000 0.09 4.2 – Canceled – – – – Balance at December 31, 2021 2,000,000 0.09 4.2 80,000 Exercised – – – – Issued – – – – Canceled – – – – Balance at March 31, 2022 2,000,000 0.09 4.0 – Options exercisable at March 31, 2022 1,500,000 0.09 4.0 – |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 10,757,196 | $ 11,019,140 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | Dec. 03, 2021 | Nov. 30, 2021 | Apr. 24, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 01, 2015 |
Debt Instrument [Line Items] | ||||||
Debt discount amortized to interest epense | $ 0 | $ 5,493 | ||||
Clifford Neuman [Member] | Convertible Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 51,270 | |||||
Debt stated interest rate | 6.00% | |||||
Beneficial conversion feature | $ 21,973 | |||||
Debt discount amortized to interest epense | $ 0 | $ 5,493 | ||||
Debt Conversion, Converted Instrument, Amount | $ 51,270 | |||||
Debt Instrument, Convertible, Conversion Price | $ 0.021 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 2,441,476 |
Common Stock and Warrants (Deta
Common Stock and Warrants (Details - Fair value assumptions - Investor warrants) - Warrant Liability [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Risk free interest rate | 228.00% | 0.53% | 0.97% |
Expected term (years) | 2 years 2 months 12 days | 2 years 8 months 12 days | 2 years 4 months 24 days |
Expected volatility | 181.00% | 189.00% | 191.00% |
Common Stock and Warrants (De_2
Common Stock and Warrants (Details - Fair value assumptions - Broker warrants) - Broker Warrants [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Class of Stock [Line Items] | |
Risk free interest rate | 0.28% |
Expected term (years) | 2 years |
Expected volatility | 196.00% |
Common Stock and Warrants (De_3
Common Stock and Warrants (Details - Fair value assumptions - warrant liability) - Warrant Liability 1 [Member] | 1 Months Ended | 3 Months Ended | 12 Months Ended |
May 25, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Risk free interest rate | 0.30% | 2.28% | 0.97% |
Expected term (years) | 3 years | 2 years 2 months 12 days | 2 years 4 months 24 days |
Expected volatility | 180.00% | 181.00% | 189.00% |
Common Stock and Warrants (De_4
Common Stock and Warrants (Details - Estimate the fair value) - Broker Warrants 1 [Member] | 1 Months Ended |
May 25, 2021 | |
Class of Stock [Line Items] | |
Risk free interest rate | 0.14% |
Expected term (years) | 2 years |
Expected volatility | 205.00% |
Common Stock and Warrants (De_5
Common Stock and Warrants (Details Narrative) - USD ($) | Sep. 30, 2021 | May 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Power [Member] | |||||
Class of Stock [Line Items] | |||||
Debt Conversion, amount | $ 96,500 | ||||
Debt Conversion, Shares Issued | 2,144,444 | ||||
Private Placement [Member] | Six Individuals [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued new, shares | 5,000,000 | ||||
Proceeds from Issuance or Sale of Equity | $ 150,000 | ||||
Private Placement [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued new, shares | 14,358,700 | ||||
Proceeds from sale of stock | $ 742,375 | ||||
Placement Sept 2021 [Member] | Common Stock And One Warrant Unit [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued new, shares | 3,108,700 | ||||
Proceeds from Issuance or Sale of Equity | $ 190,552 | ||||
Placement Sept 2021 [Member] | Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant expiration date | May 31, 2024 | ||||
Derivative Liability | $ 151,001 | 341,145 | |||
Derivative, Gain on Derivative | 190,144 | ||||
Placement Sept 2021 [Member] | Broker Warrants [Member] | Private Placement [Member] | |||||
Class of Stock [Line Items] | |||||
Fair Value Adjustment of Warrants | 7,472 | ||||
Placment May 2021 [Member] | Common Stock And One Warrant Unit [Member] | Private Placement [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued new, shares | 6,250,000 | ||||
Warrant expiration date | May 31, 2024 | ||||
Proceeds from Issuance or Sale of Equity | $ 401,823 | ||||
Placment May 2021 [Member] | Warrants [Member] | Private Placement [Member] | |||||
Class of Stock [Line Items] | |||||
Derivative Liability | 281,109 | $ 683,063 | |||
Fair Value Adjustment of Warrants | 401,954 | ||||
Placment May 2021 [Member] | Broker Warrants [Member] | Private Placement [Member] | |||||
Class of Stock [Line Items] | |||||
Fair Value Adjustment of Warrants | $ 12,943 |
Share-based compensation (Detai
Share-based compensation (Details - Assumptions) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 211.00% |
Expected life | 3 years 4 months 24 days |
Risk free interest rate | 0.31% |
Share Based Compensation (Detai
Share Based Compensation (Details - Stock option) - Equity Option [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding at beginning | 2,000,000 | 0 |
Weighted average exercise price outstanding at beginning | $ 0.09 | $ 0 |
Stock option exercised | 0 | 0 |
Weighted average exercise price Exercised | $ 0 | $ 0 |
Stock option Issued | 0 | 2,000,000 |
Weighted average exercise price Issued | $ 0 | $ 0.09 |
Weighted average remaining contractual life years Issued | 4 years 2 months 12 days | |
Stock option Canceled | 0 | 0 |
Weighted average exercise price Canceled | $ 0 | $ 0 |
Weighted average remaining contractual life years | 4 years | 4 years 2 months 12 days |
Aggregate intrinsic value option exercisable | $ 80,000 | |
Outstanding at ending | 2,000,000 | 2,000,000 |
Weighted average exercise price outstanding at ending | $ 0.09 | $ 0.09 |
Option Exercisable at ending | 1,500,000 | |
Weighted average exercise price option exercisable | $ 0.09 | |
Weighted average remaining contractual life years Exercisable | 4 years |
Share Based Compensation (Det_2
Share Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 22, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Payment Arrangement, Noncash Expense | $ 11,888 | $ 128,775 | |
Stock Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options issued | 2,000,000 | ||
Share-Based Payment Arrangement, Noncash Expense | $ 11,888 | ||
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted stock units issued | 300,000 | ||
Additional paid in capital | $ 30,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Power [Member] | |
Related Party Transaction [Line Items] | |
Professional and Contract Services Expense | $ 7,500 |
Debt Conversion, amount | $ 96,500 |
Debt Conversion, Shares Issued | shares | 2,144,444 |
Gibbs [Member] | |
Related Party Transaction [Line Items] | |
Interest rate | 6.00% |
Gibbs [Member] | Promissory Note One [Member] | |
Related Party Transaction [Line Items] | |
Note payable | $ 50,000 |
Gibbs [Member] | Promissory Note Two [Member] | |
Related Party Transaction [Line Items] | |
Note payable | $ 25,000 |