Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Madison Technologies Inc. | |
Entity Central Index Key | 0001318268 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,972,565 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Interim Consolidated Balance Sh
Interim Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 14,412,892 | $ 9,491 |
Prepaid expenses and Deposits (Note 7) | 1,034,621 | 67,718 |
Total Current Assets | 15,447,513 | 77,209 |
Intangible Assets (Note 3) | 398,123 | 433,407 |
Goodwill (Note 5) | 4,225,062 | |
Total Assets | 20,070,698 | 510,616 |
CURRENT LIABILITIES | ||
Accounts payable and accrued charges | 353,807 | 61,779 |
License fee payable (Note 4) | 33,500 | 33,500 |
Demand notes and accrued interest payable (Note 8) | 20,486 | |
Convertible notes payable (Note 9) | 494,992 | |
Interest payable on convertible notes (Note 9) | 216,792 | |
Total Current liabilities | 604,099 | 610,757 |
Long term convertible notes (Note 10) | 15,047,999 | 57,759 |
Total liabilities | 15,652,098 | 668,516 |
Capital Stock: (Note 12 and 13) | ||
Common Shares - $0.001 par value; 500,000,000 shares authorized 23,472,565 shares issued and outstanding (Dec 31, 2020 - 23,472,565 shares) | 23,472 | 23,472 |
Additional Paid in Capital: | ||
Common Shares | 1,333,070 | 959,976 |
Shares subscribed | 510,000 | |
Accumulated deficit | (2,341,219) | (1,484,442) |
Total stockholders' equity (deficit) | 4,418,600 | (157,900) |
Total liabilities and stockholders' equity (deficit) | 20,070,698 | 510,616 |
Series A Preferred Stock [Member] | ||
Capital Stock: (Note 12 and 13) | ||
Preferred stock value | 93 | |
Additional Paid in Capital: | ||
Preferred shares | 343,001 | |
Total stockholders' equity (deficit) | 93 | |
Series B Preferred Stock [Member] | ||
Capital Stock: (Note 12 and 13) | ||
Preferred stock value | ||
Additional Paid in Capital: | ||
Total stockholders' equity (deficit) | ||
Series C Preferred Stock [Member] | ||
Capital Stock: (Note 12 and 13) | ||
Preferred stock value | ||
Series D Preferred Stock [Member] | ||
Capital Stock: (Note 12 and 13) | ||
Preferred stock value | 230 | |
Additional Paid in Capital: | ||
Preferred shares | 667,984 | |
Series E Preferred Stock [Member] | ||
Capital Stock: (Note 12 and 13) | ||
Preferred stock value | 1 | |
Additional Paid in Capital: | ||
Preferred shares | 4,225,061 | |
Series F Preferred Stock [Member] | ||
Capital Stock: (Note 12 and 13) | ||
Preferred stock value | 1 | |
Series G Preferred Stock [Member] | ||
Capital Stock: (Note 12 and 13) | ||
Preferred stock value |
Interim Consolidated Balance _2
Interim Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 23,472,565 | 23,472,565 |
Common stock, shares outstanding | 23,472,565 | 23,472,565 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, dividend rate percentage | 3.00% | 3.00% |
Preferred stock, stated value | $ 100 | $ 100 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, dividend rate percentage | 2.00% | 2.00% |
Preferred stock, stated value | $ 100 | $ 100 |
Preferred stock, shares issued | ||
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 230,000 | 230,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 3.32 | $ 3.32 |
Preferred stock, shares issued | 230,000 | 230,000 |
Preferred stock, shares outstanding | 230,000 | 230,000 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 1,000 | $ 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series F Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 1 | $ 1 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series G Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,000 | 3,000 |
Preferred stock, at par value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 1,000 | $ 1,000 |
Preferred stock, shares issued |
Interim Consolidated Statements
Interim Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | ||
Sales | $ 754 | |
Cost of sales | (619) | |
Gross Margin | 135 | |
Operating Expenses | ||
Amortization | 35,284 | |
General and administrative | 12,933 | 5,732 |
Consulting fees | 62,750 | |
Management fees | 24,000 | |
Marketing and product development | 69,246 | |
Professional fees | 258,781 | |
Royalties | 33,835 | |
Total operating expenses | 496,829 | 5,732 |
Loss before other expense | (496,829) | (5,597) |
Other Items | ||
Amortized interest | (133,200) | |
Interest | (226,748) | (1,512) |
Net loss and comprehensive loss | $ (856,777) | $ (7,109) |
Net loss per share-Basic and diluted | $ (0.04) | $ 0 |
Average number of shares of common stock outstanding | 23,472,565 | 18,057,565 |
Interim Consolidated Statemen_2
Interim Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Series F Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital Series A Preferred Stock [Member] | Additional Paid In Capital Series B Preferred Stock [Member] | Additional Paid In Capital Series D Preferred Stock [Member] | Additional Paid In Capital Series E Preferred Stock [Member] | Additional Paid In Capital Series F Preferred Stock [Member] | Additional Paid In Capital Common Stock [Member] | Additional Paid In Capital [Member] | Shares Subscribed [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2019 | $ 18,057 | $ 197,845 | $ (574,279) | $ (358,377) | ||||||||||||
Balance, shares at Dec. 31, 2019 | 18,057,565 | |||||||||||||||
Net loss for the year | (7,109) | (7,109) | ||||||||||||||
Balance at Mar. 31, 2020 | $ 18,057 | 197,845 | (581,388) | (365,486) | ||||||||||||
Balance, shares at Mar. 31, 2020 | 18,057,565 | |||||||||||||||
Balance at Dec. 31, 2020 | $ 93 | $ 23,472 | $ 343,001 | $ 959,976 | (1,484,442) | (157,900) | ||||||||||
Balance, shares at Dec. 31, 2020 | 92,999 | 100 | 23,472,565 | |||||||||||||
Cancellation of Preferred Series A | $ (93) | (343,001) | 343,094 | |||||||||||||
Cancellation of Preferred Series A, shares | (92,999) | |||||||||||||||
Conversion of debt to Preferred Series D | $ 230 | 667,984 | 668,214 | |||||||||||||
Conversion of debt to Preferred Series D, shares | 230,000 | |||||||||||||||
Shares issued for acquisition of assets - Series E | $ 1 | 4,225,061 | 4,225,062 | |||||||||||||
Shares issued for acquisition of assets - Series E, shares | 1,000 | |||||||||||||||
Shares issued for convertible note - Series F | $ 1 | 1 | ||||||||||||||
Shares issued for convertible note - Series F, shares | 1,000 | |||||||||||||||
Equity portion on convertible debt issued | 30,000 | 30,000 | ||||||||||||||
Shares subscriptions received - Series G | 510,000 | 510,000 | ||||||||||||||
Net loss for the year | (856,777) | (856,777) | ||||||||||||||
Balance at Mar. 31, 2021 | $ 230 | $ 1 | $ 1 | $ 23,472 | $ 667,984 | $ 4,225,061 | $ 1,333,070 | $ 510,000 | $ (2,341,219) | $ 4,418,600 | ||||||
Balance, shares at Mar. 31, 2021 | 100 | 230,000 | 1,000 | 1,000 | 23,472,565 |
Interim Consolidated Statemen_3
Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss for the period | $ (856,777) | $ (7,109) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization of intangible assets | 35,284 | |
Amortized interest | 133,200 | |
Accrued interest on notes payable | 226,748 | 1,512 |
Foreign exchange on notes payable | 311 | (3,304) |
Changes to working capital items | ||
Prepaid expenses | (966,903) | (7,560) |
Accounts payable and accrued charges | 291,538 | 1,957 |
Net cash used in operating activities | (1,136,599) | (14,504) |
Cash flows from financing activities: | ||
Proceeds from convertible notes issued | 15,030,000 | 20,000 |
Share subscriptions received | 510,000 | |
Net cash provided by financing activities | 15,540,000 | 20,000 |
Net increase in cash | 14,403,401 | 5,496 |
Cash, beginning of period | 9,491 | 1,366 |
Cash, end of period | 14,412,892 | 6,862 |
SUPPLEMENTAL DISCLOSURE | ||
Interest paid | ||
Taxes paid |
Interim Consolidated Statemen_4
Interim Consolidated Statements of Cash Flows (Parenthetical) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Statement of Cash Flows [Abstract] | |
Demand notes and convertible notes and interest with a carrying value | $ | $ 668,214 |
Demand notes and convertible notes and interest with a carrying value exchanged for preference shares of Series D | shares | 230,000 |
Nature and Continuance of Opera
Nature and Continuance of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature and Continuance of Operations | Note 1 Nature and Continuance of Operations The Company was incorporated on June 15, 1998 in the State of Nevada, USA and the Company’s common shares are publicly traded on the OTC Markets OTCQB. Up until fiscal 2014, the Company was in the business of mineral exploration. On May 28, 2014, the Company formalized an agreement whereby it purchased assets associated with a smokeless cannabis delivery system. The Company planned to develop this system for commercial purposes. On December 14, 2014, this asset purchase agreement was terminated. On September 16, 2016, the Company entered into an exclusive distribution product license agreement with Tuffy Packs, LLC to distribute products into the United Kingdom and 43 other essentially European countries. The Company Soled ballistic panels which are personal body armors, that conform to the National Institute of Justice (NIJ) Level IIIA threat requirements. The Company’s plan of operations and sales strategy included online and social media marketing, as well as attending various tradeshows and conferences. As the Company failed to make specified payments as required, the agreement was amended to a non-exclusive basis. The Company has closed this business. On July 17, 2020, the Company entered into an acquisition agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie Legs, LLC of Delaware (“Luxurie”). Luxurie transferred all its rights, title and interest in the License Agreement to the Company in exchange for the Company’s newly issued preferred convertible Series A stock. Upon conversion, the stock could control up to 95% of the outstanding common shares. The agreement also required voting control, represented by newly issued shares of super voting preferred Series B stock. On September 28, 2020, the Company entered into a share exchange agreement to acquire 51% interest of Posto Del Sole Inc., a jewelry designer company to further develop the Company’s existing brands and create new designer labels. The title and rights will be transferred when all the terms and conditions in the Securities Exchange Agreement are met. At December 31, 2020, the share exchange had not closed and advances made to Posto Del Sole Inc. were expensed. The Company has rescinded the agreement. On February 16, 2021, the Company entered into a share exchange agreement to acquire 100% interest of Sovryn Holdings Inc. by issuing 1,000 Preferred Series E shares, making Sovryn Holdings Inc. a wholly owned subsidiary of the Company. At the same time, the Company settled all debts including loans, convertible notes and accrued interests by issuing 230,000 Preferred Series D shares. During the quarter ended March 31, 2021, the Company incorporated CZJ License, Inc. in the State of Nevada, and transferred all the Casa Zeta-Jones Brand License and operations into the subsidiary. The Preferred Series A shares were cancelled. Holders of Preferred Series A received option agreements to purchase shares of CZJ License, Inc. at $10 per share to a maximum of 300,000 shares. The option agreements are exercisable for a period of one year. These condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States or “US GAAP” applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these consolidated interim financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company had not yet achieved profitable operations, had a working capital of $14,843,515 and had accumulated losses of $2,341,219 since its inception and expects to incur further losses in the development of its business, all of which casts doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company entered into a number of agreements that provided financing. That said, there is no assurance that the businesses being funded by this additional debt will ultimately be successful. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Basis of presentation While the information presented is unaudited, it includes all adjustments, which are, in our opinion of management, necessary to present fairly the financial position, result of operations and cashflows for the interim period presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. These consolidated interim financial statements should be read in conjunction with the Company’s December 31, 2020 annual financial statements. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that can be expected for the period ended December 31, 2021. The accompanying condensed consolidated interim financial statements include the accounts of the Company and its two wholly owned subsidiaries, CZJ License, Inc. and Sovryn Holdings, Inc. Use of estimates The preparation of the consolidated interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. Change in significant accounting policies There has been no change in the accounting policies from those disclosed in the notes to the audited financial statements for the year ended December 31, 2020. Recently Issued Accounting Pronouncements The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. On August 5, 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt. The standard is effective for Smaller Reporting Companies for fiscal years beginning after December 15, 2023. Management is reviewing this standard as it believes this may impact on its financial reporting Management does not believe that other any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3 Intangible Assets March 31, 2021 December 31, 2020 Cost Amortization Net Cost Amortization Net Tuffy Packs, LLC License $ 50,000 $ 50,000 $ - $ 50,000 $ 50,000 $ - Website for Casa-Zeta Jones Brand $ 10,000 $ - $ 10,000 $ 10,000 $ - $ 10,000 Casa Zeta-Jones Brand License $ 488,094 $ 99,971 $ 388,123 $ 488,094 $ 64,687 $ 423,407 $ 548,094 $ 149,971 $ 398,123 $ 548,094 $ 114,687 $ 433,407 Intangible assets are amortized on a straight-line basis over the terms of the license agreements. Amortization starts when the asset is available for use. |
License Agreements
License Agreements | 3 Months Ended |
Mar. 31, 2021 | |
License Agreements | |
License Agreements | Note 4 License Agreements A. The Company entered into an exclusive product license agreement on September 16, 2016 with Tuffy Packs, LLC, a Texas corporation, to sell Ballistic Panels in certain countries, essentially in Europe. The license was for a period of two years and may be renewed for successive terms of two years each. The payment terms for the license was as follows: 1. $10,000 payable within seven days after the effective date; 2. An additional $15,000 payable within 30 days after the effective date; and 3. A final payment of $25,000 payable within 90 days of the effective date. At December 31, 2018, the Company had paid $16,500 to the Licensor, leaving an unpaid balance of $33,500. To date, the Company has recorded a total license amortization of $50,000, which fully amortizes the license. As a result of the failure to make payments as required under the agreement, the Company was informed on March 20, 2017, that going forward, the agreement would be on a non-exclusive basis. During the period ended March 31, 2021, the Company has terminated the business. B. On July 17, 2020, the Company entered into an acquisition agreement with Luxurie Legs, LLC, a Delaware corporation, to acquire the Casa Zeta-Jones Brand license agreement. The license agreement, as amended, grants the Company the worldwide rights to promote and sell certain products, and license the rights to manufacture, promote and sell such products under the brand Casa Zeta-Jones and more. The license agreement purchase included the issuance of 92,999 Series A 3% Convertible Preferred Series A shares valued at $343,094, 10,000 Preferred Series B voting shares valued at $nil, the assumption of $45,000 in debt and costs incurred of $100,000. The values were based on the licensor obtaining 95% of the Company’s common shares, whose value was discounted by a 50% factor, given the lightly traded history in its shares. The Company is subject to the following terms: a. A 3.5 year term as follows: i. Year 1: execution – December 31, 2021 ii. Year 2: January 1, 2022 – December 31, 2022 iii. Year 3: January 1, 2023 – December 31, 2023 b. Marketing date November 2020, On Shelf Date February 15, 2021. c. Royalty payments with a rate of 8%, net of sales, subject to guaranteed minimums noted below. d. Advance prepayment of $150,000 to be applied against royalties, paid as follows: i. $50,000 upon signing (paid) ii. $50,000 on July 20, 2020 (paid) iii. $50,000 on September 1, 2020 (paid) e. Guaranteed minimum sales and guaranteed minimum royalties: Year Guaranteed Minimum Royalties Guaranteed Minimum Sales i. 7/17/20 – 12/31/21 $ 250,000 $ 3,200,000 ii. 1/1/22 – 12/31/22 $ 250,000 $ 3,200,000 iii. 1/1/23 – 12/31/23 $ 250,000 $ 3,200,000 f. The Company to provide the Licensor with 50 gift sets of Licensed Products annually. |
Securities Exchange Agreements
Securities Exchange Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Securities Exchange Agreements | |
Securities Exchange Agreements | Note 5 Securities Exchange Agreements Sovryn Holdings, Inc. The Company entered into a Securities Exchange Agreement on February 16, 2021 with Sovryn Holdings, Inc., a Delaware corporation and acquire 100% of the shares of Sovryn in exchange for i) 100 shares of Series B Preferred Stock of the Company to be transferred by Jeffrey Canouse, the Company’s CEO to a designee of Sovryn and ii) 1,000 shares of Series E Convertible Preferred Stock. Upon the effectiveness of an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized common stock, from par value $0.001 to par value $0.0001 per share, from 500,000,000 shares to 6,000,000,000 shares, all shares of Series E Convertible Preferred Stock issued to the shareholders shall automatically convert into approximately 2,305,000,000 shares of common stock of the Company. The Series E Convertible Preferred Stock votes on an as-converted basis with the common stock prior to their conversion. The Series E Preferred Stock shall represent approximately 59% of the fully diluted shares of common stock of the Company after the closing of the transactions contemplated by the Securities Purchase Agreement. The valuation for the Preferred Series E shares was determined to be $4,225,062 (See Note 11). The valuation recorded was based on the market value of the shares of the Company at the date the transaction was exchanged. The transaction was recorded as an asset purchase and the Company recorded goodwill of $4,224,962 which was based on the market value of the shares the Company exchanged at the date of the transaction. The Preferred Series E shares have not been converted to common stock shares as of the date of this report. Posto Del Sole, Inc The Company entered into a Securities Exchange Agreement on September 25, 2020 with Posto Del Sole Inc. (“PDS”) a New York corporation, to acquire 51% of the shares of PDS and in return, the Company will issue 10,000 Preferred Series C shares. (See Note 11). As part of the agreement, the Company is to provide monthly investments to a total aggregate of $1,000,000 during the twelve-month period following the closing. PDS had 60 days from closing to provide the necessary financial statements and notes in order to satisfy regulatory requirements and disclosures. As at December 31, 2020 PDS had not provided any such information, the Securities Exchange Agreement had not closed and as a result, the Company wrote off advances of $165,000 that were made to PDS in anticipation of closing. The Company has rescinded the agreement. |
Asset Purchase
Asset Purchase | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Asset Purchase | Note 6 Asset Purchase On February 17, 2021, the Company’s wholly owned subsidiary, Sovryn Holdings Inc., entered into an asset purchase agreement (the “Asset Purchase Agreement”) with NRJ TV II CA OPCO, LLC, a Delaware limited liability company (“OpCo”) and NRJ TV III CA License Co., LLC, a Delaware limited liability company (together with OpCo, “Sellers”). Upon the terms and subject to the satisfaction of the conditions described in the Asset Purchase Agreement, Sovryn will acquire the licenses and Federal Communications Commission (“FCC”) authorizations to the KNET-CD and KNLA-CD Class A television stations owned by the Sellers (the “Acquired Stations”), certain tangible personal property, real property, contracts, intangible property, files, claims and prepaid items together with certain assumed liabilities in connection with the Acquired Stations (the “Asset Sale Transaction”). As consideration for the Asset Sale Transaction, Sovryn has agreed to pay the Sellers $10,000,000, $2,000,000 of which was paid to Sellers upon execution of the Asset Purchase Agreement, as follows: (i) an escrow deposit of $1,000,000 to be held in escrow pursuant to the terms of an escrow agreement entered into between Sovryn and the Sellers (the “Escrow Fee”) and (ii) a non-refundable option fee of $1,000,000 (the “Option Fee”). The closing of the Asset Sale Transaction (the “Closing”) is subject to, among other things, consent by the FCC to the assignment of the FCC authorizations pertaining to the Acquired Stations, from Sellers to Sovryn (the “FCC Consent”). The Closing shall occur no more than five (5) business days following the later to occur of (i) the date on which the FCC Consent has been granted and (ii) the other conditions to the Closing set forth in the Asset Purchase Agreement. Subsequent to March 31, 2021, the asset purchase was consummated on April 19, 2021. |
Prepaid Expenses and Deposits
Prepaid Expenses and Deposits | 3 Months Ended |
Mar. 31, 2021 | |
Prepaid Expenses And Deposits | |
Prepaid Expenses and Deposits | Note 7 Prepaid Expenses and Deposits The Company has the following in prepaid expenses: March 31, December 31, 2021 2020 Advances for service fees $ 8,238 $ 3,000 Advance for legal fees - 7,500 Advance for consulting fees 15,000 - Advances for management fees 8,000 20,000 Advance for royalties 3,383 37,218 Deposit for asset purchase 1,000,000 - $ 1,034,621 $ 67,718 |
Note Payable
Note Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 8 Note Payable On February 16, 2021, the note and accrued interest thereof has been settled with Convertible Preferred Series D shares. Each Series D Convertible Preferred Stock shall be convertible into common stock of the Company at a ratio of 1,000 shares of common stock for each share of Series D Convertible Preferred Stock held. The Company had one note payable that was accruing interest at 5% per annum. The note was unsecured and matures on June 30, 2021. February 15, 2021 December 31, 2020 Note payable bearing interest at 5% $ 20,000 $ 20,000 Accrued interest thereon 611 486 $ 20,611 $ 20,486 |
Convertible Notes and Accrued I
Convertible Notes and Accrued Interest Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Accrued Interest Payable | Note 9 Convertible Notes and Accrued Interest Payable On February 16, 2021, the Company settled the following debts and interests thereof including the note payable above (Note 8), with 230,00 shares of Convertible Preferred Series D shares. Each Series D Convertible Preferred Stock shall be convertible into common stock of the Company at a ratio of 1,000 shares of common stock for each share of Series D Convertible Preferred Stock held. A summary of the convertible notes and accrued interest payable were settled as follow: Face Value Conversion Rate Interest rate Due Date Accrued Interest Carrying Value Feb 15 2021 Total Dec 31 2020 Total $ 10,000 $ 0.005 - - $ - $ 500 $ 500 $ 500 (a) $ 85,000 $ 0.01 - - - 50,800 50,800 50,800 (b) $ 50,000 $ 0.01 10 % 05/01/2022 2,500 50,000 52,500 52,500 (c) $ 5,000 $ 0.01 10 % 05/01/2022 259 5,000 5,259 5,259 (d) $ 12,500 $ 0.01 10 % 6/23/2021 457 7,500 7,957 7,957 (d) $ 20,000 $ 0.04 - - - 20,000 20,000 20,000 $ 68,490 $ 0.05 - - - 68,490 68,490 68,490 (e) $ 25,000 $ 0.05 12 % - 20,056 25,000 45,056 44,682 (f) $ 25,000 $ 0.05 8 % - 32,047 25,000 57,047 56,797 (f) $ 23,622 $ 0.05 5 % - 16,388 23,622 40,010 39,551 (f) $ 684,000 $ 0.05 10 % Various 22,066 220,799 242,865 154,444 (g) $ 75,000 $ 10 % Various 1,788 55,331 57,119 51,771 (h) $ 95,561 $ 552,042 647,603 $ 552,751 Less long-term portion 57,759 Current portion $ 647,603 $ 494,992 All notes are unsecured and, except where specifically noted, are due on demand. Except for notes denoted below under (e). No conversion shall result in the Holder holding in excess of 9.99% of the total issued and outstanding common stock of the Company at any time. (a) On October 28, 2020, $9,500 was converted into 1,900,000 common shares. (b) On July 23, 2020, $16,900 in debt and $950 in costs were converted into 1,785,000 common shares and on November 2, 2020, $17,300 was converted into 1,730,000 common shares. (c) The notes are convertible into common stock at the discretion of the Holder at the lesser of $0.01 or 50% of the lowest closing bid price for the Company’s stock during the 20 immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. (d) The notes are convertible into common stock at the discretion of the Holder at 50% of the lowest closing bid price for the Company’s common stock during the 30 trading days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. (e) Included in this debt is $490 due to the former CEO. The debt was repaid via check. (f) On April 2, 2020, these notes terms were changed from non-convertible to convertible at $0.05 debt to 1 common share. They were also amended to include the above noted clause with respect to holding less than 9.99% of the issued and outstanding common stock. During the year ended December 31, 2020, interest accrued on this debt was $6,164 (2019 - $6,146). For comparative purposes, these amounts previously shown as debt payable as at December 31, 2019, have been reclassified as convertible debt. (g) Based on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other Options, Allocated to Amortized Accrued Equity Due Date as interest at 10% Total $ 30,000 03-31-2021 $ 24,293 $ 1,627 $ 25,920 100,000 07-20-2021 56,051 5,726 61,777 60,000 08-31-2021 27,406 2,860 30,266 20,000 09-30-2021 7,688 816 8,504 60,000 10-31-2021 18,715 2,022 20,737 50,000 10-31-2021 14,504 1,507 16,011 50,000 10-31-2021 14,504 1,507 16,011 10,000 11-04-2021 2,671 277 2,948 110,000 11-18-2021 25,476 2,622 28,098 55,000 11-19-2021 12,262 1,310 13,572 27,000 12-31-2021 4,292 481 4,773 27,000 12-31-2021 4,292 481 4,773 20,000 12-31-2021 2,976 318 3,294 30,000 12-31-2021 3,747 382 4,129 17,500 01-31-2022 961 65 1,026 17,500 01-31-2022 961 65 1,026 $ 684,000 $ 220,799 $ 22,067 $ 242,865 (h) Based on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other Options, Allocated to equity Due date Amortized as Interest Accrued Interest at 10% Total $ 10,714 07-31-2021 $ 4,397 $ 822 $ 19,505 10,714 08-31-2021 3,279 610 18,175 7,468 09-30-2021 1,501 404 19,438 $ 28,896 $ 9,177 $ 1,836 $ 57,118 |
Convertible Notes Payable and I
Convertible Notes Payable and Interest Payable | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Notes Payable And Interest Payable | |
Convertible Notes Payable and Interest Payable | Note 10 – Convertible Notes Payable and Interest Payable Arena Investors LP convertible promissory notes On February 17, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “Investors”) pursuant to which we pursuant to which it issued convertible notes in an aggregate principal amount of $16.5 million for an aggregate purchase price of $15 million (collectively, the “Notes”). In connection with the issuance of the Notes, the Company issued to the Investors warrants to purchase an aggregate of 192,073,017 shares of Common Stock (collectively, the “Warrants”) and 1,000 shares of series F convertible preferred stock (the “Series F Preferred Stock”). The Notes each have a term of thirty-six months and mature on February 17, 2023, unless earlier converted. The Notes accrue interest at a rate of 11% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default. Interest is payable in cash on a quarterly basis beginning on March 31, 2021. Notwithstanding the above, at the Company’s election, any interest payable on an applicable payment date may be paid in registered Common Stock of the Company (rather than cash) in an amount equal (A) the amount of the interest payment due on such date, divided by (B) an amount equal to 80% of the average VWAP of the Common Stock for the five (5) days immediately preceding the date of conversion. The Notes are convertible at any time, at the holder’s option, into shares of our common stock equal to the lesser of: (i) the amount determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common Stock Equivalents outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding securities of the Company that are exercisable for or convertible into such equity securities of the Company) and (ii) $1.00, subject to adjustment herein (the “Conversion Price”), subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). The conversion price is also subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance by the Company of common stock or common stock equivalents at an effective price per share lower than the conversion price then in effect. Notwithstanding the foregoing, at any time during the continuance of any Event of Default, the Conversion Price in effect shall be equal to 75% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market immediately preceding the date of conversion (the Alternative Conversion Price”); provided, however, that the Alternate Conversion Price may not exceed $0.015 per share, as adjusted pursuant to the terms of the Notes. The conversion price is also subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance by the Company of common stock or common stock equivalents at an effective price per share lower than the conversion price then in effect. The Notes may not be redeemed by the Company. At March 31,2021, the loan summary was: Face Amortized Accrued Carrying Value Interest Interest 11% Value Total $16,500,000 $ 47,999 $ 216,792 $ 15,047,999 $ 15,264,791 As part of the agreement with Arena Partners, the Company issued 192,073,016 warrants. Each Warrant is exercisable for a period of five (5) years from the date of issuance at an initial exercise price to (i) 125%, times (ii) the amount determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common Stock Equivalents outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding securities of the Company that are exercisable for or convertible into such equity securities of the Company), subject to adjustment herein, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). The exercise price is also subject to adjustment due to certain events, including stock dividends, stock splits and recapitalizations. The Series F Preferred Stock have no voting rights and shall convert into 4.9% of our issued and outstanding shares of common stock on a fully diluted basis upon Shareholder Approval. The Series F Preferred Stock was issued but not converted to common shares as of the date of this report. Each of the Investors have contractually agreed to restrict their ability to exercise the Warrants and convert the Notes such that the number of shares of the Company common stock held by each of them and their affiliates after such conversion or exercise does not exceed 9.99% of the Company’s then issued and outstanding shares of common stock. |
Related Party
Related Party | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party | Note 11 Related Party On September 28, 2020, the Company entered into a renewable employment agreement with the former President and CEO of the Company as described in Note 12 , Commitments Philip Falcone is the President and CEO of the Company who currently holds 100 Series B Preferred Super Voting shares which he is entitled to 51% voting rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future, such that he shall always have majority voting control of the Company. Philip Falcone is also the CEO of Sovryn Holdings, Inc., the Company’s wholly owned subsidiary. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Common Stock | Note 12 Common Stock There was no issuance of common stock during the period ended March 31, 2021. The Company issued 192,073,016 warrants during the period ended March 31, 2021. (See Note 8) The warrants are exercisable for a period of 5 years from the date of issuance. The following common stock transactions occurred during the year ended December 31, 2020: On July 23, 2020, the Company issued 1,785,000 shares of common stock pursuant to the conversion of a note payable of $16,900 at $0.01 per share plus legal fees of $950, totaling $17,850. On October 28, 2020, the Company issued 1,900,000 shares of common stock pursuant to the conversion of a note payable of $9,500 at $0.005 per share. On November 2, 2020, the Company issued 1,730,000 shares of common stock pursuant the conversion of a note payable of $17,300 at $0.01 per share. There are no shares subject to warrants or options as of December 31, 2020. |
Preferred Shares
Preferred Shares | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Preferred Shares | Note 13 Preferred Shares Series A 3% Convertible Preferred Stock, par value $0.001 with a stated valued of $100 per share There are 100,000 designated and authorized Series A 3% convertible preferred stock with a 9.99% conversion cap and anti-dilution rights for 24 months from time of issuance. Holders of Series A 3% Preferred Stock shall be entitled to receive, when and as declared, dividends equal to 3% per annum on the stated value, payable in additional shares of Series A Preferred Stock. Holders of Series A 3% Convertible Preferred Stock have the right to vote on any matter that may be submitted to the Company’s shareholders for vote, on an as converted basis, either by written consent or by proxy. Each share of Series A 3% Convertible Preferred Stock may be convertible into 3420 shares of Common Stock, or as adjusted to equal the conversion ratio multiplied by a fraction, the numerator of which shall be the number of shares outstanding on a fully diluted basis after the issuance of the dilution shares, and the denominator shall be 360,000,000. (See Form 8K filing on August 6, 2020, Exhibit 10.3) On July 17, 2020, 92,999 Series A 3% Convertible Preferred Stock were issued pursuant to the License Agreement at a value of $343,094 The acquisition cost was derived using the current market price of $0.04 x 95% of the number of the issued and outstanding shares of the Company at the time (18,057,565) x 50% of the value. (See Note 4). On February 16, 2021, the Company cancelled all the Preferred Series A shares. In exchange, the holders of Series A Preferred shares received option agreements to purchase shares of the wholly owned subsidiary, CZJ License, Inc. at $10 per share for up to 300,000 shares. The option agreements are exercisable for a period of one year. As at March 31, 2021, there were Nil Series A Preferred shares outstanding. Series B Super Voting Preferred Stock, par value $0.001 There are 100 designated and authorized Series B Super Voting Preferred Stock. Holders with Series B Super Voting Preferred Stock have the right to vote on all shareholder matters equal to 51% of the total vote of common stockholders. The Series B Super Voting Preferred Stockholder is entitled to 51% voting rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future, such that the holder of Series B Super Voting Preferred Stock shall always have majority control of the Company. On July 17, 2020, 100 Series B Super Voting Preferred Stock were issued pursuant to the License Agreement. The Series B Super Voting Preferred Stock was valued at par at $Nil. Although the Series B Super Voting Preferred Stock is entitled to 51% voting rights as described above, the stock has no dividend rate nor a conversion feature. Furthermore, the shares were not issued to the investors but rather were granted to new unrelated management. On February 17, 2021, the 100 Series B Super Voting Preferred Stock were transferred from Jeff Canouse, former director and CEO, to Philip Falcone, director and CEO of the Company. Series C 2% Convertible Preferred Stock, par value $0.001 with a stated value of $100 per share There are 10,000 designated and authorized Series C 2% convertible preferred stock with a 9.99% conversion cap. Holders of Series C 2% Preferred Stock shall be entitled to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable in additional shares of Series C Preferred Stock. So long as any shares of Series C Preferred Stock remain outstanding, neither the Company nor any subsidiary thereof shall, without the consent of the Holders of 80% of the shares of Series C Preferred Stock then outstanding, redeem, repurchase or otherwise acquire directly or indirectly any Junior Securities nor shall the Company directly or indirectly pay or declare or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities, nor shall any monies be set aside for or applied to the purchase or redemption of any Junior Securities. Each holder of the Series C Preferred Stock shall have the right to vote on any matter that may from time to time be submitted to the Company’s shareholders for a vote, on an as converted basis, either by written consent or by proxy. Each share of Series C 2% Convertible Preferred Stock may be convertible into 100 shares of Common Stock. (See Note 5) As at March 31, 2021, no Series C Convertible Preferred shares were issued or outstanding. Series D Convertible Preferred Stock, par value $0.001 with a stated valued of $3.32 per share There are 230,000 designated and authorized Series D convertible preferred stock with a 4.99% conversion cap which may be increased to a maximum of 9.99% by holder by written notice to the Company. There is a stated value of $3.32 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date which the Series D are issued. Series D are ranked as a Senior Preferred Stock and have no voting rights. Each share of Series D Preferred Stock may be converted to 1,000 common shares. On February 16, 2021, all outstanding debts including note payables, convertible notes payable, discounts, accrued interests and thereof totaling $688,214, were settled for the Company’s Series D convertible Preferred stock. At March 31, 2021, 230,000 Series D Preferred Shares were issued but not converted. Series E Convertible Preferred Stock, par value $0.001 with a stated valued of $1,000 per share There are 1,000 designated and authorized Series E convertible preferred stock. There is a stated value of $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date which the Series E are issued. Series E are ranked as a Senior Preferred Stock. It has voting rights equal to the number of shares of common stock into which the Series E would be convertible on the record date for the vote or consent of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. It has votes equal to the number of shares of common stock into which the Series E would be convertible on the record date for the vote or consent of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. To the extent that Series E votes separately as a class or series as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Series E, shall constitute the approval of such action by both the class or the series as applicable. To the extent that Series E are entitled to vote on matters with holders of shares of Common Stock, voting together as one class, each share of Series E shall entitle the Holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as of which the Conversion Rate is calculated. Holders of Series E shall be entitled to written notice of all stockholder meetings or written consents with respect to which they would be entitled by Vote. As long as any shares of Series E are outstanding, the Company shall not, without the affirmative vote of the Holders of all the then outstanding shares of Series F, (a) alter or change adversely the powers, preferences or rights given to the Series E or alter or amend the Certificate of Designations, (b) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the Holder, or (c) enter into any agreement with respect to any of the foregoing. The conversion rate for each share of Series E Preferred Stock shall equal (i)(a) 56.38% multiplied by, (b) the Fully-Diluted shares as of the Approval Date, divided by (ii) the total number of shares of Series E, (iii) rounded to the nearest thousandths place. The total number of Fully-Diluted Shares shall be set as of, and shall not change after the Approval Date. The Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all Options outstanding as of such date of exercise, divided by 0.4362. On February 16, 2021, the Company entered into a Share Exchange Agreement with Sovryn Holdings Inc. (See Note 5). The Company issued 1,000 Series E convertible preferred shares to the shareholders of Sovryn Holdings Inc. valued at $4,225,062 (23,472,565 x $0.20 x 90%). The valuation was based on the market value of the shares of the Company at the date of the transaction. At March 31, 2021, 1,000 Series E Preferred Shares were issued but not converted. Series F Convertible Preferred Stock, par value $0.001 with a stated valued of $1 per share There are 1,000 designated and authorized Series F convertible preferred stock. There is a stated value of $1 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date which the Series F are issued. Series F are ranked as a Senior Preferred Stock. It has voting rights equal to the number of shares of common stock into which the Series F would be convertible on the record date for the vote or consent of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. It has votes equal to the number of shares of common stock into which the Series F would be convertible on the record date for the vote or consent of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. To the extent that Series F votes separately as a class or series as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Series F, shall constitute the approval of such action by both the class or the series as applicable. To the extent that Series F are entitled to vote on matters with holders of shares of Common Stock, voting together as one class, each share of Series F shall entitle the Holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as of which the Conversion Rate is calculated. Holders of Series F shall be entitled to written notice of all stockholder meetings or written consents with respect to which they would be entitled by Vote. As long as any shares of Series F are outstanding, the Company shall not, without the affirmative vote of the Holders of all the then outstanding shares of Series F, (a) alter or change adversely the powers, preferences or rights given to the Series F or alter or amend the Certificate of Designations, (b) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the Holder, or (c) enter into any agreement with respect to any of the foregoing. The conversion rate for each share of Series F Preferred Stock shall equal (i)(a) 4.70% multiplied by, (b) the Fully-Diluted shares as of the Approval Date, divided by (ii) the total number of shares of Series F, (iii) rounded to the nearest thousandths place. The total number of Fully-Diluted Shares shall be set as of, and shall not change after the Approval Date. The Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all Options outstanding as of such date of exercise, divided by 0.9530. At March 31, 2021, 1,000 Series F Preferred Shares were issued but not converted. Series G Convertible Preferred Stock, par value $0.001 with a stated valued of $1,000 per share There are 3,000 designated and authorized Series E convertible preferred stock with a 4.99% conversion cap which may be increased to a maximum of 9.9% by holder by written notice to the Company. There is a stated value of $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date which the Series G are issued. Series G are ranked as a Junior Preferred Stock. It has voting rights equal to the number of shares of common stock into which the Series G would be convertible on the record date for the vote or consent of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. To the extent that Series G votes separately as a class or series as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Series G, shall constitute the approval of such action by both the class or the series as applicable. To the extent that Series G are entitled to vote on matters with holders of shares of Common Stock, voting together as one class, each share of Series G shall entitle the Holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as of which the Conversion Rate is calculated. Holders of Series G shall be entitled to written notice of all stockholder meetings or written consents with respect to which they would be entitled by Vote. As long as any shares of Series G are outstanding, the Company shall not, without the affirmative vote of the Holders of all the then outstanding shares of Series G, (a) alter or change adversely the powers, preferences or rights given to the Series G or alter or amend the Certificate of Designations, (b) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the Holder, or (c) enter into any agreement with respect to any of the foregoing. The conversion rate for each share of Series G Preferred Stock shall equal (i)(a) 4.19% multiplied by, (b) the Fully-Diluted shares as of the Approval Date, divided by (ii) the total number of shares of Series G, (iii) rounded to the nearest thousandths place. The total number of Fully-Diluted Shares shall be set as of, and shall not change after the Approval Date. The Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all Options outstanding as of such date of exercise, divided by 0.9581. At March 31, 2021, no Series G Preferred Shares were issued or outstanding. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants | |
Warrants | Note 14 Warrants On February 17, 2021, the Company provided Arena Partners LLP with 192,073,016 warrants. Each Warrant is exercisable for a period of five (5) years from the date of issuance at an initial exercise price to (i) 125%, times (ii) the amount determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common Stock Equivalents outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding securities of the Company that are exercisable for or convertible into such equity securities of the Company), subject to adjustment herein, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). The exercise price is also subject to adjustment due to certain events, including stock dividends, stock splits and recapitalizations. |
Options
Options | 3 Months Ended |
Mar. 31, 2021 | |
Options | |
Options | Note 15 Options On February 16, 2021, the Company cancelled all the Series A Preferred shares and offered holders of Series A Preferred shares option agreements to purchase up to 300,000 shares of CZJ License, Inc., a wholly owned subsidiary of the Company at an option price of $10 per share. The option agreements are exercisable for a period of one year from the date of issuance. At March 31, 2021, no options were exercised. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 16 Commitments The Company entered into a one-year employment agreement with Jeffrey Canouse on September 28, 2020 as President and Chief Executive Officer. The term may be renewed or non-renewed with not less than thirty days’ notice prior to the expiration of the initial employment term. The employment may be terminated by death or disability, terminated with or without cause or terminated by the employee. If the employee is terminated by the Company without cause or by the employee for good reason, then the Company will continue to pay his base salary of $8,000 for the remainder of the employment term or renewal term. Beginning on the first anniversary date of the initial salary increase and continue on each anniversary of the increase date, the base salary shall be increased by an amount not less than 5% times the base salary in effect, plus any additional amount as determined by the Company’s Board of Directors. As of March 31, 2021, Canouse had received $24,000 pursuant to his employment agreement (2020 - $34,000 in management fees, $24,000 of which was pursuant to the employment agreement). The Company entered into a one-year employment agreement with Walter Hoelzel on September 29, 2020 as Chief Marketing Officer. The term may be renewed or non-renewed with not less than thirty days’ notice prior to the expiration of the initial employment term. The employment may be terminated by death or disability, terminated with or without cause or terminated by the employee. If the employee is terminated by the Company without cause or by the employee for good reason, then the Company will continue to pay his base salary of $5,000 for the remainder of the employment term or renewal term. As of March 31, 2021, Hoelzel had received $15,000 pursuant to his employment agreement (2020 - $25,000 in consulting fees, $15,000 of which were pursuant to the employment agreement). The Company entered into a one-year employment agreement with Stuart Sher on September 29, 2020 as Chief Creative Officer. The term may be renewed or non-renewed with not less than thirty days’ notice prior to the expiration of the initial employment term. The employment may be terminated by death or disability, terminated with or without cause or terminated by the employee. If the employee is terminated by the Company without cause or by the employee for good reason, then the Company shall continue to pay his base salary for the remainder of the employment term or renewal term. As of March 31, 2021, Sher had received $15,000 pursuant to his employment agreement (2020 - $25,000 in consulting fees, $15,000 of which were pursuant to the employment agreement). The Company entered into a consulting agreement with Virtue Development Company on September 29, 2020 for project consultancy. The consulting agreement is for 6 months with 6 months renewal options at the beginning of the 5 th The Company entered into a consulting agreement with Oscaleta Partners LLC on November 1, 2020 as project manager. The consulting agreement may be terminated by either party at the end of the initial 6 months term by giving 30 days written notice to the other party or at any time with cause. The monthly compensation is $25,000 and as of December 31, 2020, the Company incurred $75,000 in consulting fees. The consulting agreement with Oscaleta Partners LLC had been terminated. The Company entered into a one-year consulting agreement with Bernt Ullmann on November 23, 2020 to provide market exposure services. The monthly compensation is $5,000 per month and as of March 1, 2021, the Company incurred $15,000 (2020 - $5,000) fees. On February 17, 2021, the Company and its subsidiaries entered into a Security Agreement and a Guaranty Agreement with Arena Investors LP, for securing the loans evidenced by the $16.5 million notes to the Company. The Security Agreement includes all chattels, properties, equipment, inventory, documents, instruments, interests, stocks, securities, rights, grants, intellectual properties, general intangibles, records, cash, computer programs, all FCC licenses, contracts, agreements, and goods, etc. without limitation. The Company entered into a one-year employment agreement with Henry Turner on May 15, 2021 as the Company’s Chief Technology Officer and Chief Operations Officer. Mr. Turner may be terminated at any time, with or without reason, with notice. His annual base compensation is $150,000. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 Subsequent Events Subsequent to March 31, 2021, the Company is intending to amend the Articles of Incorporation to increase the Company’s authorized common stock, from the par value $0.001 to par value $0.0001 per share; and from 500,000,000 authorized shares to 6,000,000,000 authorized shares. The Company is intending to change its name from “Madison Technologies, Inc.” to “Go.Tv, Inc.” to better reflect the Company’s future mission, vision and overall strategy. The Company is in receipt of $1,584,000 from investors pursuant to private placement subscriptions for Series G Preferred Stock. The Company is raising $3,000,000 and issuing up to 3,000 Series G Preferred shares. On April 7, 2021, the Company issued 1,500,000 common shares to Jeffrey Canouse, former CEO and director, in exchange for the transfer of the 100 Super Voting Preferred Series B shares to the current CEO and director, Philip Falcone. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation While the information presented is unaudited, it includes all adjustments, which are, in our opinion of management, necessary to present fairly the financial position, result of operations and cashflows for the interim period presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. These consolidated interim financial statements should be read in conjunction with the Company’s December 31, 2020 annual financial statements. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that can be expected for the period ended December 31, 2021. The accompanying condensed consolidated interim financial statements include the accounts of the Company and its two wholly owned subsidiaries, CZJ License, Inc. and Sovryn Holdings, Inc. |
Use of Estimates | Use of estimates The preparation of the consolidated interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. |
Change in Significant Accounting Policies | Change in significant accounting policies There has been no change in the accounting policies from those disclosed in the notes to the audited financial statements for the year ended December 31, 2020. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. On August 5, 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt. The standard is effective for Smaller Reporting Companies for fiscal years beginning after December 15, 2023. Management is reviewing this standard as it believes this may impact on its financial reporting Management does not believe that other any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | March 31, 2021 December 31, 2020 Cost Amortization Net Cost Amortization Net Tuffy Packs, LLC License $ 50,000 $ 50,000 $ - $ 50,000 $ 50,000 $ - Website for Casa-Zeta Jones Brand $ 10,000 $ - $ 10,000 $ 10,000 $ - $ 10,000 Casa Zeta-Jones Brand License $ 488,094 $ 99,971 $ 388,123 $ 488,094 $ 64,687 $ 423,407 $ 548,094 $ 149,971 $ 398,123 $ 548,094 $ 114,687 $ 433,407 |
License Agreements (Tables)
License Agreements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
License Agreements | |
Schedule of Guaranteed Minimum Royalties | Guaranteed minimum sales and guaranteed minimum royalties: Year Guaranteed Minimum Royalties Guaranteed Minimum Sales i. 7/17/20 – 12/31/21 $ 250,000 $ 3,200,000 ii. 1/1/22 – 12/31/22 $ 250,000 $ 3,200,000 iii. 1/1/23 – 12/31/23 $ 250,000 $ 3,200,000 |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Prepaid Expenses And Deposits | |
Schedule of Prepaid Expenses | The Company has the following in prepaid expenses: March 31, December 31, 2021 2020 Advances for service fees $ 8,238 $ 3,000 Advance for legal fees - 7,500 Advance for consulting fees 15,000 - Advances for management fees 8,000 20,000 Advance for royalties 3,383 37,218 Deposit for asset purchase 1,000,000 - $ 1,034,621 $ 67,718 |
Note Payable (Tables)
Note Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | February 15, 2021 December 31, 2020 Note payable bearing interest at 5% $ 20,000 $ 20,000 Accrued interest thereon 611 486 $ 20,611 $ 20,486 |
Convertible Notes and Accrued_2
Convertible Notes and Accrued Interest Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Convertible Notes and Accrued Interest Payable | A summary of the convertible notes and accrued interest payable were settled as follow: Face Value Conversion Rate Interest rate Due Date Accrued Interest Carrying Value Feb 15 2021 Total Dec 31 2020 Total $ 10,000 $ 0.005 - - $ - $ 500 $ 500 $ 500 (a) $ 85,000 $ 0.01 - - - 50,800 50,800 50,800 (b) $ 50,000 $ 0.01 10 % 05/01/2022 2,500 50,000 52,500 52,500 (c) $ 5,000 $ 0.01 10 % 05/01/2022 259 5,000 5,259 5,259 (d) $ 12,500 $ 0.01 10 % 6/23/2021 457 7,500 7,957 7,957 (d) $ 20,000 $ 0.04 - - - 20,000 20,000 20,000 $ 68,490 $ 0.05 - - - 68,490 68,490 68,490 (e) $ 25,000 $ 0.05 12 % - 20,056 25,000 45,056 44,682 (f) $ 25,000 $ 0.05 8 % - 32,047 25,000 57,047 56,797 (f) $ 23,622 $ 0.05 5 % - 16,388 23,622 40,010 39,551 (f) $ 684,000 $ 0.05 10 % Various 22,066 220,799 242,865 154,444 (g) $ 75,000 $ 10 % Various 1,788 55,331 57,119 51,771 (h) $ 95,561 $ 552,042 647,603 $ 552,751 Less long-term portion 57,759 Current portion $ 647,603 $ 494,992 All notes are unsecured and, except where specifically noted, are due on demand. Except for notes denoted below under (e). No conversion shall result in the Holder holding in excess of 9.99% of the total issued and outstanding common stock of the Company at any time. (a) On October 28, 2020, $9,500 was converted into 1,900,000 common shares. (b) On July 23, 2020, $16,900 in debt and $950 in costs were converted into 1,785,000 common shares and on November 2, 2020, $17,300 was converted into 1,730,000 common shares. (c) The notes are convertible into common stock at the discretion of the Holder at the lesser of $0.01 or 50% of the lowest closing bid price for the Company’s stock during the 20 immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. (d) The notes are convertible into common stock at the discretion of the Holder at 50% of the lowest closing bid price for the Company’s common stock during the 30 trading days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. (e) Included in this debt is $490 due to the former CEO. The debt was repaid via check. (f) On April 2, 2020, these notes terms were changed from non-convertible to convertible at $0.05 debt to 1 common share. They were also amended to include the above noted clause with respect to holding less than 9.99% of the issued and outstanding common stock. During the year ended December 31, 2020, interest accrued on this debt was $6,164 (2019 - $6,146). For comparative purposes, these amounts previously shown as debt payable as at December 31, 2019, have been reclassified as convertible debt. (g) Based on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other Options, (h) Based on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other Options, |
Schedule of Convertible Notes | Allocated to Amortized Accrued Equity Due Date as interest at 10% Total $ 30,000 03-31-2021 $ 24,293 $ 1,627 $ 25,920 100,000 07-20-2021 56,051 5,726 61,777 60,000 08-31-2021 27,406 2,860 30,266 20,000 09-30-2021 7,688 816 8,504 60,000 10-31-2021 18,715 2,022 20,737 50,000 10-31-2021 14,504 1,507 16,011 50,000 10-31-2021 14,504 1,507 16,011 10,000 11-04-2021 2,671 277 2,948 110,000 11-18-2021 25,476 2,622 28,098 55,000 11-19-2021 12,262 1,310 13,572 27,000 12-31-2021 4,292 481 4,773 27,000 12-31-2021 4,292 481 4,773 20,000 12-31-2021 2,976 318 3,294 30,000 12-31-2021 3,747 382 4,129 17,500 01-31-2022 961 65 1,026 17,500 01-31-2022 961 65 1,026 $ 684,000 $ 220,799 $ 22,067 $ 242,865 |
Common Stock [Member] | |
Schedule of Convertible Notes | Allocated to equity Due date Amortized as Interest Accrued Interest at 10% Total $ 10,714 07-31-2021 $ 4,397 $ 822 $ 19,505 10,714 08-31-2021 3,279 610 18,175 7,468 09-30-2021 1,501 404 19,438 $ 28,896 $ 9,177 $ 1,836 $ 57,118 |
Convertible Notes Payable and_2
Convertible Notes Payable and Interest Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Notes Payable And Interest Payable | |
Summary of Loan | At March 31,2021, the loan summary was: Face Amortized Accrued Carrying Value Interest Interest 11% Value Total $16,500,000 $ 47,999 $ 216,792 $ 15,047,999 $ 15,264,791 |
Nature and Continuance of Ope_2
Nature and Continuance of Operations (Details Narrative) - USD ($) | Feb. 16, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 28, 2020 | Jul. 17, 2020 |
Working capital deficit | $ 14,843,515 | ||||
Accumulated losses | $ (2,341,219) | $ (1,484,442) | |||
CZJ License, Inc [Member] | |||||
Share issued price per share | $ 10 | ||||
Series A Preferred Stock [Member] | |||||
Number of Shares issued for settlement | |||||
Option Agreements [Member] | Series A Preferred Stock [Member] | CZJ License, Inc [Member] | |||||
Share issued price per share | $ 10 | ||||
Option Agreements [Member] | Series A Preferred Stock [Member] | CZJ License, Inc [Member] | Maximum [Member] | |||||
Number of shares issued upon cancelled preferred shares | 300,000 | ||||
Exercisable term | 1 year | ||||
Casa Zeta-Jones Brand [Member] | License Agreement [Member] | |||||
Common shares acquired, percentage | 95.00% | ||||
Posto Del Sole Inc [Member] | Share Exchange Agreement [Member] | |||||
Common shares acquired, percentage | 51.00% | ||||
Sovryn Holdings, Inc [Member] | Series D Convertible Preferred Stock [Member] | |||||
Number of Shares issued for settlement | 230,000 | ||||
Sovryn Holdings, Inc [Member] | Share Exchange Agreement [Member] | |||||
Common shares acquired, percentage | 100.00% | ||||
Sovryn Holdings, Inc [Member] | Share Exchange Agreement [Member] | Series E Convertible Preferred Stock [Member] | |||||
Shares issued | $ 1,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Cost | $ 548,094 | $ 548,094 |
Amortization | 149,971 | 114,687 |
Net | 398,123 | 433,407 |
Tuffy Packs, LLC License [Member] | ||
Cost | 50,000 | 50,000 |
Amortization | 50,000 | 50,000 |
Net | ||
Website for Casa-Zeta Jones Brand [Member] | ||
Cost | 10,000 | 10,000 |
Amortization | ||
Net | 10,000 | 10,000 |
Casa Zeta-Jones Brand License [Member] | ||
Cost | 488,094 | 488,094 |
Amortization | 99,971 | 64,687 |
Net | $ 388,123 | $ 423,407 |
License Agreements (Details Nar
License Agreements (Details Narrative) - USD ($) | Jul. 17, 2020 | Sep. 16, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2018 |
Amortization of license | $ 35,284 | ||||
Licensor [Member] | |||||
Payment to intangible assets | $ 16,500 | ||||
Unpaid balance on license | 33,500 | ||||
Amortization of license | $ 50,000 | ||||
License Agreement [Member] | |||||
License agreement term | 3 years 6 months | 2 years | 7 days | ||
License agreement cost | $ 10,000 | ||||
Debt Amount | $ 45,000 | ||||
Debt Issuance Costs | $ 100,000 | ||||
Common shares, percentage | 95.00% | ||||
Discount percentage | 50.00% | ||||
Advance prepayment | $ 150,000 | ||||
License Agreement [Member] | Sales [Member] | |||||
Royalty payments, percentage | 8.00% | ||||
License Agreement [Member] | Year 1 [Member] | |||||
Maturity date, description | Execution - December 31, 2021 | ||||
License Agreement [Member] | Year 2 [Member] | |||||
Maturity date, description | January 1, 2022 - December 31, 2022 | ||||
License Agreement [Member] | Year 3 [Member] | |||||
Maturity date, description | January 1, 2023 - December 31, 2023 | ||||
License Agreement [Member] | Upon Signing [Member] | |||||
Advance prepayment | $ 50,000 | ||||
License Agreement [Member] | On July 20, 2020 [Member] | |||||
Advance prepayment | 50,000 | ||||
License Agreement [Member] | On September1, 2020 [Member] | |||||
Advance prepayment | $ 50,000 | ||||
License Agreement [Member] | Series B Preferred Stock [Member] | |||||
Number of shares issued | 10,000 | ||||
Number of shares issued, value | |||||
License Agreement [Member] | 3% Convertible Preferred Series A [Member] | |||||
Number of shares issued | 92,999 | ||||
Number of shares issued, value | $ 343,094 | ||||
License Agreement [Member] | Additional Payment [Member] | |||||
License agreement term | 30 days | ||||
License agreement cost | $ 15,000 | ||||
License Agreement [Member] | Final Payment [Member] | |||||
License agreement term | 90 days | ||||
License agreement cost | $ 25,000 |
License Agreements - Schedule o
License Agreements - Schedule of Guaranteed Minimum Royalties (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Guaranteed Minimum Sales | $ 754 | |
7/17/20 - 12/31/21 [Member] | ||
Guaranteed Minimum Royalties | 250,000 | |
Guaranteed Minimum Sales | 3,200,000 | |
1/1/22 - 12/31/22 [Member] | ||
Guaranteed Minimum Royalties | 250,000 | |
Guaranteed Minimum Sales | 3,200,000 | |
1/1/22 - 12/31/23 [Member] | ||
Guaranteed Minimum Royalties | 250,000 | |
Guaranteed Minimum Sales | $ 3,200,000 |
Securities Exchange Agreements
Securities Exchange Agreements (Details Narrative) - USD ($) | Feb. 16, 2021 | Sep. 25, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Feb. 13, 2021 | Sep. 28, 2020 |
Common stock par value | $ 0.001 | $ 0.001 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||
Shares issued value | $ 4,225,062 | |||||
Goodwill | 4,225,062 | |||||
Common Stock [Member] | ||||||
Shares issued value | ||||||
Shares issued | ||||||
Series B Preferred Stock [Member] | ||||||
Shares issued value | ||||||
Shares issued | ||||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | ||||||
Ownership percentage | 100.00% | |||||
Common stock par value | $ 0.0001 | $ 0.001 | ||||
Common stock, shares authorized | 6,000,000,000 | 500,000,000 | ||||
Goodwill | $ 4,225,062 | |||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | Common Stock [Member] | ||||||
Preferred stock converted to common stock | 2,305,000,000 | |||||
Diluted shares conversion percentage | 59.00% | |||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | Series B Preferred Stock [Member] | Jeffrey Canouse [Member] | ||||||
Shares issued | $ 100 | |||||
Share Exchange Agreement [Member] | Sovryn Holdings, Inc [Member] | Series E Convertible Preferred Stock [Member] | ||||||
Shares issued | 1,000 | |||||
Shares issued value | $ 4,225,062 | |||||
Share Exchange Agreement [Member] | Posto Del Sole Inc [Member] | ||||||
Ownership percentage | 51.00% | |||||
Acquisition percentage of shares | 51.00% | |||||
Shares issued | 10,000 | |||||
Aggregate amount | $ 1,000,000 | |||||
wrote off advances | $ 165,000 |
Asset Purchase (Details Narrati
Asset Purchase (Details Narrative) - Asset Purchase Agreement [Member] | Feb. 17, 2021USD ($) |
Consideration amount | $ 10,000,000 |
Payment under execution of the asset purchase agreement | 2,000,000 |
Escrow deposit | 1,000,000 |
Non-refundable option fee | $ 1,000,000 |
Description of agreement | (i) an escrow deposit of $1,000,000 to be held in escrow pursuant to the terms of an escrow agreement entered into between Sovryn and the Sellers (the "Escrow Fee") and (ii) a non-refundable option fee of $1,000,000 (the "Option Fee"). |
Prepaid Expenses and Deposits -
Prepaid Expenses and Deposits - Schedule of Prepaid Expenses (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense, Current [Abstract] | ||
Advances for service fees | $ 8,238 | $ 3,000 |
Advance for legal fees | 7,500 | |
Advance for consulting fees | 15,000 | |
Advances for management fees | 8,000 | 20,000 |
Advance for royalties | 3,383 | 37,218 |
Deposit for asset purchase | 1,000,000 | |
Total Prepaid expenses | $ 1,034,621 | $ 67,718 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - shares | Feb. 16, 2021 | Jul. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt instrument converted shares | 1,785,000 | 230,000 | ||
Series D Convertible Preferred Stock [Member] | ||||
Debt instrument converted shares | 1,000 | |||
Shares conversion description | Each Series D Convertible Preferred Stock shall be convertible into common stock of the Company at a ratio of 1,000 shares of common stock for each share of Series D Convertible Preferred Stock held. | |||
Note Payable One [Member] | ||||
Interest rate | 5.00% | 5.00% | ||
Note Payable One [Member] | Series D Convertible Preferred Stock [Member] | ||||
Debt instrument converted shares | 1,000 | |||
Interest rate | 5.00% | |||
Maturity date | Jun. 30, 2021 | |||
Shares conversion description | Each Series D Convertible Preferred Stock shall be convertible into common stock of the Company at a ratio of 1,000 shares of common stock for each share of Series D Convertible Preferred Stock held. |
Note Payable - Schedule of Note
Note Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Feb. 15, 2021 | Dec. 31, 2020 |
Accrued interest thereon | $ 95,561 | $ 85,650 | |
Note Payable One [Member] | |||
Note payable bearing interest at 5% | $ 20,000 | 20,000 | |
Accrued interest thereon | 611 | 486 | |
Notes payable | $ 20,611 | $ 20,486 |
Note Payable - Schedule of No_2
Note Payable - Schedule of Notes Payable (Details) (Parenthetical) | Mar. 31, 2021 | Dec. 31, 2020 |
Note Payable One [Member] | ||
Interest rate | 5.00% | 5.00% |
Convertible Notes and Accrued_3
Convertible Notes and Accrued Interest Payable (Details Narrative) - shares | Feb. 16, 2021 | Jul. 23, 2020 | Mar. 31, 2021 |
Debt instrument converted shares | 1,785,000 | 230,000 | |
Convertible Notes Payable [Member] | Holder [Member] | |||
Shares conversion description | No conversion shall result in the Holder holding in excess of 9.99% of the total issued and outstanding common stock of the Company at any time. | ||
Series D Convertible Preferred Stock [Member] | |||
Number of Shares issued for settlement | 23,000 | ||
Shares conversion description | Each Series D Convertible Preferred Stock shall be convertible into common stock of the Company at a ratio of 1,000 shares of common stock for each share of Series D Convertible Preferred Stock held. | ||
Debt instrument converted shares | 1,000 |
Convertible Notes and Accrued_4
Convertible Notes and Accrued Interest Payable - Schedule of Convertible Notes and Accrued Interest Payable (Details) - USD ($) | Feb. 15, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 23, 2020 | |
Conversion Rate | $ 0.01 | ||||
Accrued Interest | $ 95,561 | $ 85,650 | |||
Carrying Value | 552,042 | 467,101 | |||
Convertible notes and accrued interest payable | 647,603 | 552,751 | |||
Less long-term portion | $ 15,047,999 | 57,759 | |||
Current portion | 647,603 | 494,992 | |||
Convertible Notes Payable One [Member] | |||||
Face Value | $ 10,000 | ||||
Conversion Rate | $ 0.005 | ||||
Interest rate | |||||
Accrued Interest | |||||
Carrying Value | 500 | ||||
Convertible notes and accrued interest payable | 500 | 500 | [1] | ||
Convertible Notes Payable Two [Member] | |||||
Face Value | $ 85,000 | ||||
Conversion Rate | $ 0.01 | ||||
Interest rate | |||||
Accrued Interest | |||||
Carrying Value | 50,800 | ||||
Convertible notes and accrued interest payable | 50,800 | 50,800 | [2] | ||
Convertible Notes Payable Three [Member] | |||||
Face Value | $ 50,000 | ||||
Conversion Rate | $ 0.01 | ||||
Interest rate | 10.00% | ||||
Due Date | May 1, 2022 | ||||
Accrued Interest | $ 2,500 | ||||
Carrying Value | 50,000 | ||||
Convertible notes and accrued interest payable | 52,500 | 52,500 | [3] | ||
Convertible Notes Payable Four [Member] | |||||
Face Value | $ 5,000 | ||||
Conversion Rate | $ 0.01 | ||||
Interest rate | 10.00% | ||||
Due Date | May 1, 2022 | ||||
Accrued Interest | $ 259 | ||||
Carrying Value | 5,000 | ||||
Convertible notes and accrued interest payable | 5,259 | 5,259 | [4] | ||
Convertible Notes Payable Five [Member] | |||||
Face Value | $ 12,500 | ||||
Conversion Rate | $ 0.01 | ||||
Interest rate | 10.00% | ||||
Due Date | Jun. 23, 2021 | ||||
Accrued Interest | $ 457 | ||||
Carrying Value | 7,500 | ||||
Convertible notes and accrued interest payable | 7,957 | 7,957 | [4] | ||
Convertible Notes Payable Six [Member] | |||||
Face Value | $ 20,000 | ||||
Conversion Rate | $ 0.04 | ||||
Interest rate | |||||
Accrued Interest | |||||
Carrying Value | 20,000 | ||||
Convertible notes and accrued interest payable | 20,000 | 20,000 | |||
Convertible Notes Payable Seven [Member] | |||||
Face Value | $ 68,490 | ||||
Conversion Rate | $ 0.05 | ||||
Interest rate | |||||
Accrued Interest | |||||
Carrying Value | 68,490 | ||||
Convertible notes and accrued interest payable | 68,490 | 68,490 | [5] | ||
Convertible Notes Payable Eight [Member] | |||||
Face Value | $ 25,000 | ||||
Conversion Rate | $ 0.05 | ||||
Interest rate | 12.00% | ||||
Accrued Interest | $ 20,056 | ||||
Carrying Value | 25,000 | ||||
Convertible notes and accrued interest payable | 45,056 | 44,682 | [6] | ||
Convertible Notes Payable Nine [Member] | |||||
Face Value | $ 25,000 | ||||
Conversion Rate | $ 0.05 | ||||
Interest rate | 8.00% | ||||
Accrued Interest | $ 32,047 | ||||
Carrying Value | 25,000 | ||||
Convertible notes and accrued interest payable | 57,047 | 56,797 | [6] | ||
Convertible Notes Payable Ten [Member] | |||||
Face Value | $ 23,622 | ||||
Conversion Rate | $ 0.05 | ||||
Interest rate | 5.00% | ||||
Accrued Interest | $ 16,388 | ||||
Carrying Value | 23,622 | ||||
Convertible notes and accrued interest payable | 40,010 | 39,551 | [6] | ||
Convertible Notes Payable Eleven [Member] | |||||
Face Value | $ 684,000 | ||||
Conversion Rate | $ 0.05 | ||||
Interest rate | 10.00% | ||||
Accrued Interest | $ 22,066 | ||||
Carrying Value | 220,799 | ||||
Convertible notes and accrued interest payable | $ 242,865 | 154,444 | [7] | ||
Due Date, description | Various | ||||
Convertible Notes Payable Twelve [Member] | |||||
Face Value | $ 75,000 | ||||
Interest rate | 10.00% | ||||
Accrued Interest | $ 1,788 | ||||
Carrying Value | 55,331 | ||||
Convertible notes and accrued interest payable | $ 57,119 | $ 51,771 | [8] | ||
Due Date, description | Various | ||||
[1] | On October 28, 2020, $9,500 was converted into 1,900,000 common shares. | ||||
[2] | On July 23, 2020, $16,900 in debt and $950 in costs were converted into 1,785,000 common shares and on November 2, 2020, $17,300 was converted into 1,730,000 common shares. | ||||
[3] | The notes are convertible into common stock at the discretion of the Holder at the lesser of $0.01 or 50% of the lowest closing bid price for the Company's stock during the 20 immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. | ||||
[4] | The notes are convertible into common stock at the discretion of the Holder at 50% of the lowest closing bid price for the Company's common stock during the 30 trading days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. | ||||
[5] | Included in this debt is $490 due to the former CEO. The debt was repaid via check. | ||||
[6] | On April 2, 2020, these notes terms were changed from non-convertible to convertible at $0.05 debt to 1 common share. They were also amended to include the above noted clause with respect to holding less than 9.99% of the issued and outstanding common stock. During the year ended December 31, 2020, interest accrued on this debt was $6,164 (2019 - $6,146). For comparative purposes, these amounts previously shown as debt payable as at December 31, 2019, have been reclassified as convertible debt. | ||||
[7] | Based on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other Options, it was determined that all of the value of the following notes that were issued should be allocated to equity and amortized to interest, based on the due date of the debt. | ||||
[8] | Based on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other Options, it was determined that a portion of the value of the following notes issued should be allocated to equity and amortized to interest, based on the due date of the debt. These notes are convertible into common stock at the discretion of the Holder at 70% of the lowest closing bid price for the Company's common stock during the 20 trading days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice. |
Convertible Notes and Accrued_5
Convertible Notes and Accrued Interest Payable - Schedule of Convertible Notes and Accrued Interest Payable (Details) (Parenthetical) | Feb. 15, 2021USD ($)Integer$ / shares | Nov. 02, 2020$ / sharesshares | Nov. 02, 2020USD ($)$ / sharesshares | Oct. 28, 2020USD ($)$ / sharesshares | Jul. 23, 2020USD ($)$ / sharesshares | Jul. 23, 2020USD ($)$ / sharesshares | Apr. 02, 2020$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)Integer$ / shares | Dec. 31, 2019USD ($) |
Converted common shares value | $ 17,850 | |||||||||
Convertible notes payable common shares converted | shares | 1,785,000 | 230,000 | ||||||||
Conversion price per share | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Accrued interest | $ 216,792 | |||||||||
Common Stock [Member] | ||||||||||
Converted common shares value | $ 28,896 | |||||||||
Convertible notes payable common shares converted | shares | 1,730,000 | 1,900,000 | ||||||||
Conversion price per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.005 | |||||||
Number of shares issued | shares | ||||||||||
Convertible Notes Payable One [Member] | ||||||||||
Converted common shares value | $ 9,500 | |||||||||
Convertible notes payable common shares converted | shares | 1,900,000 | |||||||||
Conversion price per share | $ / shares | $ 0.005 | |||||||||
Debt instrument face value | $ 10,000 | |||||||||
Convertible Notes Payable Two [Member] | ||||||||||
Converted common shares value | $ 17,300 | $ 16,900 | ||||||||
Convertible notes payable common shares converted | shares | 1,730,000 | 1,785,000 | ||||||||
Debt cost | $ 950 | |||||||||
Conversion price per share | $ / shares | $ 0.01 | |||||||||
Debt instrument face value | $ 85,000 | |||||||||
Convertible Notes Payable Three [Member] | ||||||||||
Conversion price per share | $ / shares | $ 0.01 | |||||||||
Debt instrument face value | $ 50,000 | |||||||||
Convertible Notes Payable Three [Member] | Holder [Member] | ||||||||||
Conversion price per share | $ / shares | $ 0.01 | |||||||||
Debt instrument conversion percentage | 50.00% | |||||||||
Debt instrument trading days | Integer | 20 | |||||||||
Convertible Notes Payable [Member] | ||||||||||
Conversion price per share | $ / shares | $ 0.05 | |||||||||
Debt instrument conversion percentage | 9.99% | |||||||||
Number of shares issued | shares | 1 | |||||||||
Accrued interest | $ 6,164 | $ 6,146 | ||||||||
Convertible Notes Payable [Member] | Holder [Member] | Common Stock [Member] | ||||||||||
Debt instrument conversion percentage | 50.00% | |||||||||
Debt instrument trading days | Integer | 30 | |||||||||
Convertible Notes Payable [Member] | Former CEO [Member] | ||||||||||
Payments for related party debt | $ 490 | |||||||||
Convertible Notes Payable Twelve [Member] | ||||||||||
Debt instrument face value | $ 75,000 | |||||||||
Convertible Notes Payable Twelve [Member] | Holder [Member] | Common Stock [Member] | ||||||||||
Debt instrument conversion percentage | 70.00% | |||||||||
Debt instrument trading days | Integer | 20 | |||||||||
Debt instrument face value | $ 25,000 |
Convertible Notes and Accrued_6
Convertible Notes and Accrued Interest Payable - Schedule of Convertible Notes (Details) - USD ($) | Feb. 15, 2021 | Jul. 23, 2020 | Dec. 31, 2020 |
Allocated to equity | $ 17,850 | ||
Accrued Interest | $ 95,561 | $ 85,650 | |
Total | 552,042 | $ 467,101 | |
Common Stock [Member] | |||
Allocated to equity | 28,896 | ||
Amortized as Interest | 9,177 | ||
Accrued Interest | 1,836 | ||
Total | 57,118 | ||
Convertible Debt One [Member] | |||
Allocated to equity | $ 30,000 | ||
Due date | Mar. 31, 2021 | ||
Amortized as Interest | $ 24,293 | ||
Accrued Interest | 1,627 | ||
Total | 25,920 | ||
Convertible Debt One [Member] | Common Stock [Member] | |||
Allocated to equity | $ 10,714 | ||
Due date | Jul. 31, 2021 | ||
Amortized as Interest | $ 4,397 | ||
Accrued Interest | 822 | ||
Total | 19,505 | ||
Convertible Debt Two [Member] | |||
Allocated to equity | $ 100,000 | ||
Due date | Jul. 20, 2021 | ||
Amortized as Interest | $ 56,051 | ||
Accrued Interest | 5,726 | ||
Total | 61,777 | ||
Convertible Debt Two [Member] | Common Stock [Member] | |||
Allocated to equity | $ 10,714 | ||
Due date | Aug. 31, 2021 | ||
Amortized as Interest | $ 3,279 | ||
Accrued Interest | 610 | ||
Total | 18,175 | ||
Convertible Debt Three [Member] | |||
Allocated to equity | $ 60,000 | ||
Due date | Aug. 31, 2021 | ||
Amortized as Interest | $ 27,406 | ||
Accrued Interest | 2,860 | ||
Total | 30,266 | ||
Convertible Debt Three [Member] | Common Stock [Member] | |||
Allocated to equity | $ 7,468 | ||
Due date | Sep. 30, 2021 | ||
Amortized as Interest | $ 1,501 | ||
Accrued Interest | 404 | ||
Total | 19,438 | ||
Convertible Debt Four [Member] | |||
Allocated to equity | $ 20,000 | ||
Due date | Sep. 30, 2021 | ||
Amortized as Interest | $ 7,688 | ||
Accrued Interest | 816 | ||
Total | 8,504 | ||
Convertible Debt Five [Member] | |||
Allocated to equity | $ 60,000 | ||
Due date | Oct. 31, 2021 | ||
Amortized as Interest | $ 18,715 | ||
Accrued Interest | 2,022 | ||
Total | 20,737 | ||
Convertible Debt Six [Member] | |||
Allocated to equity | $ 50,000 | ||
Due date | Oct. 31, 2021 | ||
Amortized as Interest | $ 14,504 | ||
Accrued Interest | 1,507 | ||
Total | 16,011 | ||
Convertible Debt Seven [Member] | |||
Allocated to equity | $ 50,000 | ||
Due date | Oct. 31, 2021 | ||
Amortized as Interest | $ 14,504 | ||
Accrued Interest | 1,507 | ||
Total | 16,011 | ||
Convertible Debt Eight [Member] | |||
Allocated to equity | $ 10,000 | ||
Due date | Nov. 4, 2021 | ||
Amortized as Interest | $ 2,671 | ||
Accrued Interest | 277 | ||
Total | 2,948 | ||
Convertible Debt Nine [Member] | |||
Allocated to equity | $ 110,000 | ||
Due date | Nov. 18, 2021 | ||
Amortized as Interest | $ 25,476 | ||
Accrued Interest | 2,622 | ||
Total | 28,098 | ||
Convertible Debt Ten [Member] | |||
Allocated to equity | $ 55,000 | ||
Due date | Nov. 19, 2021 | ||
Amortized as Interest | $ 12,262 | ||
Accrued Interest | 1,310 | ||
Total | 13,572 | ||
Convertible Debt Eleven [Member] | |||
Allocated to equity | $ 27,000 | ||
Due date | Dec. 31, 2021 | ||
Amortized as Interest | $ 4,292 | ||
Accrued Interest | 481 | ||
Total | 4,773 | ||
Convertible Debt Twelve [Member] | |||
Allocated to equity | $ 27,000 | ||
Due date | Dec. 31, 2021 | ||
Amortized as Interest | $ 4,292 | ||
Accrued Interest | 481 | ||
Total | 4,773 | ||
Convertible Debt Thirteen [Member] | |||
Allocated to equity | $ 20,000 | ||
Due date | Dec. 31, 2021 | ||
Amortized as Interest | $ 2,976 | ||
Accrued Interest | 318 | ||
Total | 3,294 | ||
Convertible Debt Fourteen [Member] | |||
Allocated to equity | $ 30,000 | ||
Due date | Dec. 31, 2021 | ||
Amortized as Interest | $ 3,747 | ||
Accrued Interest | 382 | ||
Total | 4,129 | ||
Convertible Debt Fifteen [Member] | |||
Allocated to equity | $ 17,500 | ||
Due date | Jan. 31, 2022 | ||
Amortized as Interest | $ 961 | ||
Accrued Interest | 65 | ||
Total | 1,026 | ||
Convertible Debt Sixteen [Member] | |||
Allocated to equity | $ 17,500 | ||
Due date | Jan. 31, 2022 | ||
Amortized as Interest | $ 961 | ||
Accrued Interest | 65 | ||
Total | 1,026 | ||
Convertible Debt [Member] | |||
Allocated to equity | 684,000 | ||
Amortized as Interest | 220,799 | ||
Accrued Interest | 22,067 | ||
Total | $ 242,865 |
Convertible Notes Payable and_3
Convertible Notes Payable and Interest Payable (Details Narrative) - USD ($) | Feb. 17, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 23, 2020 |
Convertible notes payable | $ 16,900 | |||
Series F Preferred Stock [Member] | ||||
Preferred stock, shares issued | 1,000 | 1,000 | ||
Arena Partners LLP [Member] | ||||
Convertible notes payable | $ 15,000,000 | |||
Warrants issued | $ 192,073,016 | |||
Warrants term | 5 years | |||
Issuance of warrants, description | Each Warrant is exercisable for a period of five (5) years from the date of issuance at an initial exercise price to (i) 125%, times (ii) the amount determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common Stock Equivalents outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding securities of the Company that are exercisable for or convertible into such equity securities of the Company), subject to adjustment herein, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). | |||
Security Agreement and Guaranty Agreement [Member] | ||||
Proceeds from loans | $ 16,500,000 | |||
Debt instrument, interest rate | 11.00% | |||
Maturity date | Feb. 17, 2023 | |||
Debt instrument, description | The Notes are convertible at any time, at the holder's option, into shares of our common stock equal to the lesser of: (i) the amount determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common Stock Equivalents outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding securities of the Company that are exercisable for or convertible into such equity securities of the Company) and (ii) $1.00, subject to adjustment herein (the "Conversion Price"), subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). The conversion price is also subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance by the Company of common stock or common stock equivalents at an effective price per share lower than the conversion price then in effect. Notwithstanding the foregoing, at any time during the continuance of any Event of Default, the Conversion Price in effect shall be equal to 75% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market immediately preceding the date of conversion (the Alternative Conversion Price"); provided, however, that the Alternate Conversion Price may not exceed $0.015 per share, as adjusted pursuant to the terms of the Notes. The conversion price is also subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance by the Company of common stock or common stock equivalents at an effective price per share lower than the conversion price then in effect. The Notes may not be redeemed by the Company. | |||
Security Agreement and Guaranty Agreement [Member] | Series F Preferred Stock [Member] | ||||
Voting rights, description | The Series F Preferred Stock have no voting rights and shall convert into 4.9% of our issued and outstanding shares of common stock on a fully diluted basis upon Shareholder Approval. The Series F Preferred Stock was issued but not converted to common shares as of the date of this report. Each of the Investors have contractually agreed to restrict their ability to exercise the Warrants and convert the Notes such that the number of shares of the Company common stock held by each of them and their affiliates after such conversion or exercise does not exceed 9.99% of the Company's then issued and outstanding shares of common stock. |
Convertible Notes Payable and_4
Convertible Notes Payable and Interest Payable - Summary of Loan (Details) - USD ($) | Mar. 31, 2021 | Feb. 15, 2021 | Dec. 31, 2020 |
Accrued Interest 11% | $ 216,792 | ||
Carrying Value | 15,047,999 | $ 57,759 | |
Arena Investors LP Convertible Promissory Notes [Member] | |||
Face Value | 16,500,000 | ||
Amortized Interest | 47,999 | ||
Accrued Interest 11% | 216,792 | ||
Carrying Value | 15,047,999 | ||
Total | $ 15,264,791 |
Convertible Notes Payable and_5
Convertible Notes Payable and Interest Payable - Summary of Loan (Details) (Parenthetical) | Mar. 31, 2021 |
Arena Investors LP Convertible Promissory Notes [Member] | |
Debt instrument, interest rate | 11.00% |
Related Party (Details Narrativ
Related Party (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 | |
President and CEO [Member] | Series B Preferred Stock [Member] | |
Voting rights | Philip Falcone is the President and CEO of the Company who currently holds 100 Series B Preferred Super Voting shares which he is entitled to 51% voting rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future, such that he shall always have majority voting control of the Company. |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Feb. 15, 2021 | Nov. 02, 2020 | Oct. 28, 2020 | Jul. 23, 2020 | Mar. 31, 2021 |
Debt instrument converted shares | 1,785,000 | 230,000 | |||
Convertible note payable | $ 16,900 | ||||
Conversion price per share | $ 0.01 | ||||
Legal fees | $ 950 | ||||
Convertible notes payable common shares value | $ 17,850 | ||||
Common Stock [Member] | |||||
Number of shares issued | |||||
Debt instrument converted shares | 1,730,000 | 1,900,000 | |||
Convertible note payable | $ 17,300 | $ 9,500 | |||
Conversion price per share | $ 0.01 | $ 0.005 | |||
Convertible notes payable common shares value | $ 28,896 | ||||
Warrant [Member] | |||||
Warrants issued | $ 192,073,016 | ||||
Warrants term | 5 years |
Preferred Shares (Details Narra
Preferred Shares (Details Narrative) - USD ($) | Feb. 16, 2021 | Jul. 23, 2020 | Jul. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Preferred stock, at par value | $ 0.001 | $ 0.001 | |||
Debt instrument converted shares | 1,785,000 | 230,000 | |||
CZJ License, Inc [Member] | |||||
Option price per share | $ 10 | ||||
Number of shares acquired, shares | 300,000 | ||||
Series A 3% Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 100,000 | ||||
Preferred stock, at par value | $ 0.001 | ||||
Preferred stock, stated value | $ 100 | ||||
Debt instrument conversion percentage | 9.99% | ||||
Debt instrument converted shares | 3,420 | ||||
Diluted shares | 360,000,000 | ||||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Series A 3% Convertible Preferred Stock [Member] | License Agreement [Member] | |||||
Number of shares issued | 92,999 | ||||
Preferred shares, description | The acquisition cost was derived using the current market price of $0.04 x 95% of the number of the issued and outstanding shares of the Company at the time (18,057,565) x 50% of the value. | ||||
Series A 3% Convertible Preferred Stock [Member] | License Agreement [Member] | Casa Zeta-Jones Brand [Member] | |||||
Number of shares issued, value | $ 343,094 | ||||
Series B Super Voting Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 100 | ||||
Preferred stock, at par value | $ 0.001 | ||||
Debt instrument conversion percentage | 51.00% | ||||
Series B Super Voting Preferred Stock [Member] | License Agreement [Member] | |||||
Number of shares issued | 100 | ||||
Voting rights, description | The Series B Super Voting Preferred Stockholder is entitled to 51% voting rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future, such that the holder of Series B Super Voting Preferred Stock shall always have majority control of the Company. | ||||
Series C 2% Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 10,000 | ||||
Preferred stock, at par value | $ 0.001 | ||||
Preferred stock, stated value | $ 100 | ||||
Debt instrument conversion percentage | 9.99% | ||||
Debt instrument converted shares | 100 | ||||
Number of shares issued | |||||
Voting rights, description | Holders of Series C 2% Preferred Stock shall be entitled to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable in additional shares of Series C Preferred Stock. So long as any shares of Series C Preferred Stock remain outstanding, neither the Company nor any subsidiary thereof shall, without the consent of the Holders of 80% of the shares of Series C Preferred Stock then outstanding, redeem, repurchase or otherwise acquire directly or indirectly any Junior Securities nor shall the Company directly or indirectly pay or declare or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities, nor shall any monies be set aside for or applied to the purchase or redemption of any Junior Securities. | ||||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Series D Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 230,000 | ||||
Preferred stock, at par value | $ 0.001 | ||||
Preferred stock, stated value | $ 3.32 | ||||
Debt instrument conversion percentage | 9.99% | ||||
Debt instrument converted shares | 1,000 | ||||
Preferred stock, shares issued | 230,000 | ||||
Preferred stock, shares outstanding | 230,000 | ||||
Debt conversion, settlement of debt | $ 688,214 | ||||
Series E Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 1,000 | ||||
Preferred stock, at par value | $ 0.001 | ||||
Preferred stock, stated value | $ 1,000 | ||||
Preferred shares, description | On February 16, 2021, the Company entered into a Share Exchange Agreement with Sovryn Holdings Inc. (See Note 5). The Company issued 1,000 Series E convertible preferred shares to the shareholders of Sovryn Holdings Inc. valued at $4,225,062 (23,472,565 x $0.20 x 90%). The valuation was based on the market value of the shares of the Company at the date of the transaction. | The conversion rate for each share of Series E Preferred Stock shall equal (i)(a) 56.38% multiplied by, (b) the Fully-Diluted shares as of the Approval Date, divided by (ii) the total number of shares of Series E, (iii) rounded to the nearest thousandths place. The total number of Fully-Diluted Shares shall be set as of, and shall not change after the Approval Date. The Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all Options outstanding as of such date of exercise, divided by 0.4362. | |||
Preferred stock, shares issued | 1,000 | ||||
Preferred stock, shares outstanding | 1,000 | ||||
Series F Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 1,000 | ||||
Preferred stock, at par value | $ 0.001 | ||||
Preferred stock, stated value | $ 1 | ||||
Preferred shares, description | The conversion rate for each share of Series F Preferred Stock shall equal (i)(a) 4.70% multiplied by, (b) the Fully-Diluted shares as of the Approval Date, divided by (ii) the total number of shares of Series F, (iii) rounded to the nearest thousandths place. The total number of Fully-Diluted Shares shall be set as of, and shall not change after the Approval Date. The Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all Options outstanding as of such date of exercise, divided by 0.9530. | ||||
Preferred stock, shares issued | 1,000 | ||||
Preferred stock, shares outstanding | 1,000 | ||||
Series G Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 3,000 | 3,000 | |||
Preferred stock, at par value | $ 0.001 | $ 0.001 | |||
Preferred stock, stated value | $ 1,000 | $ 1,000 | |||
Debt instrument conversion percentage | 9.90% | ||||
Preferred shares, description | The conversion rate for each share of Series G Preferred Stock shall equal (i)(a) 4.19% multiplied by, (b) the Fully-Diluted shares as of the Approval Date, divided by (ii) the total number of shares of Series G, (iii) rounded to the nearest thousandths place. The total number of Fully-Diluted Shares shall be set as of, and shall not change after the Approval Date. The Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all Options outstanding as of such date of exercise, divided by 0.9581. | ||||
Preferred stock, shares issued |
Warrants (Details Narrative)
Warrants (Details Narrative) - Arena Partners LLP [Member] | Feb. 17, 2021USD ($) |
Warrants issued | $ 192,073,016 |
Warrants term | 5 years |
Issuance of warrants, description | Each Warrant is exercisable for a period of five (5) years from the date of issuance at an initial exercise price to (i) 125%, times (ii) the amount determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common Stock Equivalents outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding securities of the Company that are exercisable for or convertible into such equity securities of the Company), subject to adjustment herein, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). |
Options (Details Narrative)
Options (Details Narrative) - USD ($) | Feb. 16, 2021 | Mar. 31, 2021 |
Stock options, exercised | ||
CZJ License, Inc [Member] | ||
Number of shares acquired, shares | 300,000 | |
Option price per share | $ 10 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | May 15, 2021 | Feb. 17, 2021 | Sep. 29, 2020 | Sep. 29, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Consulting fees | $ 62,750 | ||||||
Virtue Development [Member] | |||||||
Periodic compensation | 4,250 | ||||||
Payment of fees | 12,750 | $ 12,750 | |||||
Jeffrey Canouse [Member] | |||||||
Management fees | 24,000 | 34,000 | |||||
Walter Hoelzel [Member] | |||||||
Consulting fees | 15,000 | 25,000 | |||||
Stuart Sher [Member] | |||||||
Consulting fees | 15,000 | 25,000 | |||||
Employment Agreement [Member] | Jeffrey Canouse [Member] | |||||||
Base salary | $ 8,000 | ||||||
Management fees | 24,000 | ||||||
Employment Agreement [Member] | Jeffrey Canouse [Member] | Maximum [Member] | |||||||
Officer's compensation, description | Beginning on the first anniversary date of the initial salary increase and continue on each anniversary of the increase date, the base salary shall be increased by an amount not less than 5% times the base salary in effect, plus any additional amount as determined by the Company's Board of Directors. | ||||||
Employment Agreement [Member] | Walter Hoelzel [Member] | |||||||
Base salary | $ 5,000 | ||||||
Consulting fees | 15,000 | ||||||
Employment Agreement [Member] | Stuart Sher [Member] | |||||||
Consulting fees | 15,000 | ||||||
Employment Agreement [Member] | Henry Turner [Member] | Subsequent Event [Member] | |||||||
Base salary | $ 150,000 | ||||||
Consulting Agreement [Member] | Oscaleta Partners LLC [Member] | |||||||
Consulting fees | 75,000 | ||||||
Periodic compensation | 25,000 | ||||||
Consulting Agreement [Member] | Bernt Ullmann [Member] | |||||||
Consulting fees | 15,000 | $ 5,000 | |||||
Periodic compensation | $ 5,000 | ||||||
Security Agreement and Guaranty Agreement [Member] | |||||||
Proceeds from loans | $ 16,500,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 24, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Subsequent Event [Member] | ||||
Common stock, par value | $ 0.0001 | |||
Common stock, shares authorized | 6,000,000,000 | |||
Subsequent Event [Member] | Jeffrey Canouse [Member] | ||||
Shares issued | 1,500,000 | |||
Subsequent Event [Member] | Series G Preferred Stock [Member] | Maximum [Member] | ||||
Shares issued | 3,000 | |||
Subsequent Event [Member] | Series G Preferred Stock [Member] | Investors [Member] | ||||
Proceeds from stock subscriptions | $ 1,584,000 | |||
Proceeds from (raise from) preferred shares issuance | $ 3,000,000 |