Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Aug. 14, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Cruzani, Inc. | |
Entity Central Index Key | 0001381871 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-54624 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NY | |
Entity Common Stock, Shares Outstanding | 418,318,291 | |
Amendment Description | The purpose of this Amendment No. 1 to the Quarterly Report of Cruzani, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2020, filed with the Securities and Exchange Commission on August 14, 2020 (the "Form 10-Q"), is for the following reason: a.) On the Form 10-Q, the date on the Condensed Consolidated Balance sheet for the current period was March 31, 2019. This was in error. It should have been March 31, 2020. That change has been made on this amendment. Other than the aforementioned, no other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Total Assets | ||
Current Liabilities: | ||
Accounts payable | 316,400 | 316,400 |
Accrued liabilities | 1,278,175 | 1,193,596 |
Accrued officer compensation | 202,000 | 172,000 |
Convertible Notes, net of discounts of $0 and $209,029, respectively | 1,729,395 | 1,693,848 |
Derivative liabilities | 452,667 | 472,605 |
Loans payable | 254,500 | 254,500 |
Total Current Liabilities | 4,233,138 | 4,102,949 |
Total Liabilities | 4,233,138 | 4,102,949 |
Commitments and Contingencies (Note 9) | ||
MEZZANINE EQUITY | ||
Series E Preferred stock, 500,000 shares authorized, par value $0.01; 34,985 and 53,000 shares issued and outstanding; respectively | 34,985 | 34,985 |
Series E Preferred stock to be issued | 166,331 | 140,831 |
Total mezzanine equity | 201,316 | 201,316 |
Stockholders' Equity (Deficit): | ||
Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 shares issued and outstanding | 33,815 | 33,815 |
Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 shares issued and outstanding | 50 | 50 |
Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 shares issued and outstanding | 50,000 | 50,000 |
Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 shares issued and outstanding | 12 | 12 |
Common stock 3,000,000,000 shares authorized, $0.00001 par value; 297,041,945 and 297,041,945 shares issued and outstanding, respectively | 2,970 | 2,970 |
Treasury stock, at cost - 2,917 shares | (773,500) | (773,500) |
Additional paid in capital | 75,958,049 | 75,958,049 |
Accumulated deficit | (79,705,851) | (79,575,663) |
Total Stockholders' Deficit | (4,233,138) | (4,102,949) |
Total Liabilities and Stockholders' Deficit |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Convertible notes, net of discounts | $ 0 | $ 209,029 |
Preferred Stock, shares issued | ||
Preferred Stock, shares outstanding | ||
Common Stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common Stock, shares issued | 297,041,945 | 297,041,945 |
Common Stock, shares outstanding | 297,041,945 | 297,041,945 |
Treasury Stock - shares | 2,917 | 2,917 |
Series A Preferred Stock | ||
Preferred Stock, shares authorized | 3,500,000 | 3,500,000 |
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Preferred Stock, shares issued | 3,381,520 | 3,381,520 |
Preferred Stock, shares outstanding | 3,381,520 | 3,381,520 |
Series B Preferred Stock | ||
Preferred Stock, shares authorized | 10,000 | 10,000 |
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Preferred Stock, shares issued | 5,000 | 5,000 |
Preferred Stock, shares outstanding | 5,000 | 5,000 |
Series C Preferred Stock | ||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Preferred Stock, shares issued | 5,000,000 | 5,000,000 |
Preferred Stock, shares outstanding | 5,000,000 | 5,000,000 |
Series D Preferred Stock | ||
Preferred Stock, shares authorized | 125,000 | 125,000 |
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares issued | 125,000 | 125,000 |
Preferred Stock, shares outstanding | 125,000 | 125,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Expenses: | ||
Compensation expense | $ 30,000 | $ 30,000 |
General and administrative | 30,119 | |
Professional fees | 72,048 | |
Total operating expenses | 30,000 | 132,167 |
Loss from operations | (30,000) | (132,167) |
Other Income (Expense): | ||
Interest expense | (120,127) | (253,722) |
Change in fair value of derivatives | 19,938 | (37,006) |
Loss on extinguishment of convertible notes | (46,250) | |
Loss on issuance of convertible preferred stock | (154,502) | |
Gain on extinguishment of debt | 492,016 | |
Total other income (expense) | (100,188) | 536 |
Income (loss) before provision for income taxes | (130,188) | (131,631) |
Provision for income taxes | ||
Net Income (Loss) | $ (130,188) | $ (131,631) |
Basic income (loss) per share | $ 0 | $ 0 |
Basic and diluted weighted average shares outstanding | 297,041,945 | 91,062,809 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 33,815 | $ 50 | $ 173 | $ 75,544,112 | $ (773,500) | $ (77,988,132) | $ (2,637,087) | ||
Balance, shares at Dec. 31, 2018 | 3,381,520 | 5,000 | 5,000,000 | 73,442,239 | |||||
Shares issued for convertible debt | $ 29 | 154,840 | 155,132 | ||||||
Shares issued for convertible debt, shares | 29,160,864 | ||||||||
Net loss | (131,631) | (131,631) | |||||||
Balance at Mar. 31, 2019 | $ 33,815 | $ 50 | $ 50,000 | $ 18,750 | $ 1,026 | 75,698,952 | (773,500) | (78,119,763) | (3,591,478) |
Balance, shares at Mar. 31, 2019 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 102,603,103 | ||||
Balance at Dec. 31, 2019 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 2,970 | 75,958,049 | (773,500) | (79,575,663) | (4,102,949) |
Balance, shares at Dec. 31, 2019 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 297,041,945 | ||||
Net loss | (130,188) | (130,188) | |||||||
Balance at Mar. 31, 2020 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 2,970 | $ 75,958,049 | $ (773,500) | $ (79,705,851) | $ (4,233,138) |
Balance, shares at Mar. 31, 2020 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 297,041,945 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ (130,188) | $ (131,631) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivatives | (19,938) | 37,006 |
Loss on extinguishment of convertible debt | 46,250 | |
Loss on issuance of convertible preferred stock | 154,502 | |
Debt discount amortization | 35,547 | 209,029 |
Gain on extinguishment of debt | (492,016) | |
Changes in Operating Assets and Liabilities: | ||
Other assets | (17,161) | |
Accounts payable and accrued liabilities | 84,580 | 98,022 |
Accrued officer compensation | 30,000 | 20,000 |
Net Cash Used in Operating Activities | (75,999) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net Cash Provided by Investing Activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible debt | 25,500 | |
Preferred stock sold for cash | 53,000 | |
Net Cash Provided by Financing Activities | 78,500 | |
Net Increase (Decrease) in Cash | 2,501 | |
Cash at Beginning of Period | 1,579 | |
Cash at End of Period | 4,080 | |
Cash paid during the period for: | ||
Interest | ||
Income taxes | ||
Supplemental disclosure of non-cash activity: | ||
Common stock issued for conversion of debt | $ 43,899 |
Summary of Business and Basis o
Summary of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – SUMMARY OF BUSINESS AND BASIS OF PRESENTATION Organization and Business Cruzani, Inc. ("Cruzani" or the "Company") is a franchise development company that builds and represents popular franchise concepts, and other related businesses, throughout the United States as well as international markets. The Company was originally formed as a limited liability company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the State of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. was a recreational power sports Original Equipment Manufacturer ("OEM"), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs. During 2017, the Company exited the recreational power sports OEM and leisure activity vehicles markets. On June 29, 2018, the Company filed Amended and Restated Articles of Incorporation with the State of Nevada to change its name to Cruzani, Inc. On June 30, 2018, Supreme Sweets Acquisition Corp. (n/k/a Oventa, Inc.), a subsidiary of the Company, and the Company (collectively, the "Company") entered into an asset purchase agreement (the "Asset Purchase Agreement") with Supreme Sweets Inc. and 2498411 Ontario, Inc., as sellers (collectively, the "Seller"), pursuant to which in exchange for CAD $200,000 and a twenty percent (20%) interest in Oventa, Inc., the Company agreed to acquire the trade secret assets of Seller upon the terms and subject to the conditions set forth in the Asset Purchase Agreement. A second closing occurred on July 31, 2018, pursuant to which the Company acquired the furniture, fixtures and equipment of Seller in exchange for CAD $100,000. Seller is engaged in the business of preparing delicious snacks, pastries and baked goods with high quality ingredients for exceptional taste, including low calorie and gluten-free alternatives. The Asset Purchase Agreement included a provision, pursuant to which the Company could unwind the transaction if certain milestones were not achieved. The milestones contemplated in the Asset Purchase Agreement were not met, and accordingly, on February 7, 2019, effective as of December 31, 2018, the Company terminated the Asset Purchase Agreement with Supreme Sweets Inc. and 2498411 Ontario, Inc On September 27, 2018, the Company entered into a stock purchase agreement (the "Stock Purchase Agreement") with Sandrea Gibson, as seller (the "Seller"), and Recipe Food Co., as the target (the "Target"), pursuant to which in exchange for up to CAD $237,000, the Company agreed to acquire 80% of the issued and outstanding stock of the Target from the Seller upon the terms and subject to the conditions set forth in the Stock Purchase Agreement. There were difficulties integrating the Target into the Company group, which forced the Company to cease injecting additional capital into the Target and recognize a loss of $102,552 for amounts that had already been loaned to the Target. On July 8, 2019, Mr. Dickson entered into a Securities Purchase Agreement ("Purchase Agreement") with Conrad Huss to sell 5,000,000 shares of Series C Preferred and 5,000 shares of Series B preferred Stock held by Mr. Dickson. As a result, Mr. Huss acquired the right to vote 99.06 % of the voting control of the Company. The Series B Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to .01% of the outstanding common stock after the conversion. The Series B Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 99.05% of the outstanding common stock after the conversion. On July 8, 2019, Everett Dickson, who had been the sole officer of the Company, resigned as an officer of the Company, and Conrad Huss was appointed the Interim President and Chief Executive Officer of the Company. Mr. Huss is the sole beneficial owner of 5,000,000 and 5,000 shares of Series B and C Preferred Stocks, respectively. Mr. Dickson also resigned as a director of the Company, effective on July 8th, 2019. Mr. Dickson's resignation was not the result of any disagreement with the management of the Company. Basis of Presentation The accompanying unaudited interim consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2018 included on the Company's Form 10-K. The results of the nine months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019. In the opinion of management, all adjustments necessary to present fairly the financial position as of March 31, 2020 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the three months ended March 31, 2020. There is no effect on the accumulated deficit as the result of these reclassifications. Principles of Consolidation The accompanying unaudited interim consolidated condensed financial statements include the accounts of the Company. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company's notes payable approximates the fair value of such instruments based upon management's best estimate of interest rates that would be available to the Company for similar financial arrangements at March 31, 2020 and December 31, 2019. Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying unaudited interim consolidated condensed financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company on a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations and has an accumulated deficit of $79,705,851. The Company's ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company's development and marketing efforts. |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 3 – LOANS PAYABLE The loan payable balances are as follows: Rate March 31, 2020 December 31, 2019 Loan 1 1% $ 27,000 $ 27,000 Loan 2 1% 3,000 3,000 Loan 3 8% 64,000 64,000 Loan 4 8% 160,500 160,500 Total $ 254,500 $ 254,500 Above notes are past due as of the issuance of these financial statements. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 4 – CONVERTIBLE NOTES During the quarter ended March 31,2020, the Company did not issue any convertible debt The following table summarizes the convertible notes as of March 31, 2020: Note Holder Date Maturity Date Interest Balance March 31, 2020 Balance December 31, Third party individual 7/25/13 12/31/16 12 % $ 500,000 $ 500,000 Livingston Asset Management, LLC (See Note One) 2/11/16 2/11/17 24 % 68,004 68,004 GW Holdings Group, LLC 5/17/16 5/17/17 24 % 24,000 24,000 Travel Data Solutions 11/18/17 11/30/19 10 % 100,000 100,000 GW Holdings Group, LLC 3/16/18 3/15/19 24 % 36,750 36,750 Livingston Asset Management,LLC 7/19/19 3/31/20 10 % 100,000 100,000 Travel Data Solutions 1/18/2019 1/31/20 10 % 25,000 Oasis Capital, LLC various various 24 % 875,641 875,641 Total $ 1,729,395 $ 1,729,395 Less debt discount (- ) (35,547 ) $ 1,729,395 $ 1,693,848 Note One: On February 24, 2020, Adar Bays, Inc. the prior holder of this note sold its entire interest in the Note to Livingston Asset Management, Inc. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 5 – DERIVATIVE LIABILITIES The embedded conversion options of the Company's convertible debentures summarized in Note 4, and its convertible preferred Series E stock. contain conversion features that qualify for embedded derivative classification. The fair value of these liabilities are re-measured at the end of every reporting period and the change in fair value is reported in the statement of operations as a gain or loss on derivative financial instruments. The table below sets forth a summary of changes in the fair value of the Company's Level 3 financial liabilities: Balance at December 31, 2019 $ 472,605 Change in fair value of derivative liability (19,938 ) Balance at March 31, 2020 $ 452,667 The Company uses Level 3 inputs for its valuation methodology for its conversion option liabilities as their fair values were determined by using the Binomial option pricing model based on various assumptions. The model incorporates the price of a share of the Company's common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As, required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations of its derivatives: Expected Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At December 31, 2019 291.74% 2.45 % 0 % 0.25 – 0.50 At March 31, 2020 262.34% .62 % 0 % 0.25 – 0.50 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2020 | |
Warrants [Abstract] | |
WARRANTS | NOTE 6 – WARRANTS In connection with the issuance of the convertible note (the "Note") with L2 Capital, LLC ("L2") and funding of the initial tranche of $50,000 on the Note, the Company also issued a common stock purchase warrant to purchase up to 381,905 shares of the Company's common stock pursuant to the terms therein as a commitment fee. At the time that each subsequent tranche under the Note is funded by L2 in cash, then on such funding date, the warrant shares shall immediately and automatically be increased by the quotient of 100% of the face value of the respective tranche and 110% of the VWAP of the common stock on the Trading Day (as defined in the Note) immediately prior to the funding date of the respective tranche. As of December 31, 2018, the Company had received multiple tranches for which it issued warrants to purchase shares of the Company's common stock. These warrants have a variable exercise price per the above and expire in five years. The aggregate fair value of the warrants, which was allocated against the debt proceeds totaled $280,438 based on the Black Scholes Merton pricing model using the following estimates: exercise price ranging from $0.001 – 0.0071, 2.80% – 2.94% risk free rate, 252.42 – 258.24% volatility and expected life of the warrants of 5 years. The fair value was credited to additional paid in capital and debited to debt discount to be amortized over the term of the loan. Range of Exercise Prices Number Outstanding 3/31/2020 Weighted Weighted Average Exercise Price $0.001 – 0.0071 22,669,092 3.69 years $ 0.0011 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 7 – COMMON STOCK During the three months ended March 31, 2020 there were no issuances of common stock. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 8 – PREFERRED STOCK Series A Convertible Preferred Stock Series B Convertible Preferred Stock Series C Convertible Preferred Stock Series D Convertible Preferred Stock Series E Convertible Preferred Stock On July 1, 2018, the Company entered into a Stock Purchase Agreement with Device Corp. ("Device") whereby Device will purchase up to $250,000 Series E preferred stock for $1 per share. As of December 31, 2019, the Company has received $166,331 for the purchase of the Series E. Originally, these purchases were recorded as debt because the Preferred shares were not issued. As of the Balance sheet date and the date of this report, these shares have not been issued to the Purchaser. As such, the Company feels these securities should be classified as Mezzanine equity until they are fully issued. On January 15, 2019, the Company entered into a Stock Purchase Agreement with Geneva Roth Remark Holdings, Inc. ("Geneva") whereby Geneva will purchase 53,000 shares of Series E preferred stock for $53,000. As of March 31, 2020, and December 31, 2019, there are 34,985 and 34,985 shares of Series E preferred stock outstanding, respectively. As of March 31, 2020, the Company fair valued its Series E preferred stock derivative liability at $40,000. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS On July 8, 2019, the Company executed an employment agreement with Conrad Huss, the new CEO. The agreement is effective for three months with a salary of $10,000 per month. As of , $202,000 has been credited to accrued compensation. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. On September 21, 2018, Pro Drive Outboards, LLC ("Pro-Drive") filed a lawsuit against the Company, in which Pro-Drive alleges that the Company breached a contract that Pro-Drive entered into with the Company. Pro-Drive is seeking damages in excess of $500,000. The Company has filed an answer, including the defenses of defective service of process and statute of limitations and a motion to dismiss. The judge granted a motion to dismiss, and the plaintiff's deadline to appeal has passed, thus concluding the matter. On February 13, 2017, Baum Glass & Jayne PLLC ("Plaintiff") obtained a default judgment against the Company in the amount of $27,083.74. Plaintiff has not attempted enforced collection. The amount was included in accounts payable as of March 31, 2020 and December 31, 2019. On June 20, 2018, GW Holdings Group, Inc. ("GW") filed a lawsuit against the Company, in which GW alleges that the Company breached two Stock Purchase Agreements that GW entered into with the Company. On July 11, 2018, the Company filed a motion to dismiss which was granted by the court on March 13, 2019. A notice of appeal filed by GW is pending. As of March 31, 2020, the Company has a note payable balance of $60,750 due to GW. Since GW's original complaint has been dismissed and no further action has been taken by the court, no additional liability has been accrued. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS Issuance of shares of common stock Subsequent to March 31, 2020, the Company issued 121,276,345 shares for thee conversion of $1,300 of principal interest on debt, 45,563 of accrued interest and $6,000 in fees as follows below: Creditor Date Shares Principal Accrued interest Fees Total Livingston Asset Management LLC 27-May-20 29,288,000 $ - $ 11,301 $ 1,000 $ 12,301 Trillium Partners, LP 12-Jun-20 11,936,286 - 4,013 1,000 5,013 Trillium Partners, LP 29-Jun-20 16,059,792 - 6,709 1,000 7,709 Livingston Asset Management LLC 29-Jun-20 16,059,792 - 6,709 1,000 7,709 Trillium Partners, LP 21-Jul-20 17,545,881 - 6,369 1,000 7,369 Trillium Partners, LP 29-Jul-20 30,386,595 1,300 10,462 1,000 12,762 Totals 121,276,345 $ 1,300 $ 45,563 $ 6,000 $ 52,863 Issuance of Convertible debt Subsequent to March 31, 2020, the Company issued $125,000 in notes for consulting services and $15,600 in notes for general corporate purposes. |
Summary of Business and Basis_2
Summary of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Business | Organization and Business Cruzani, Inc. ("Cruzani" or the "Company") is a franchise development company that builds and represents popular franchise concepts, and other related businesses, throughout the United States as well as international markets. The Company was originally formed as a limited liability company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the State of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. was a recreational power sports Original Equipment Manufacturer ("OEM"), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs. During 2017, the Company exited the recreational power sports OEM and leisure activity vehicles markets. On June 29, 2018, the Company filed Amended and Restated Articles of Incorporation with the State of Nevada to change its name to Cruzani, Inc. On June 30, 2018, Supreme Sweets Acquisition Corp. (n/k/a Oventa, Inc.), a subsidiary of the Company, and the Company (collectively, the "Company") entered into an asset purchase agreement (the "Asset Purchase Agreement") with Supreme Sweets Inc. and 2498411 Ontario, Inc., as sellers (collectively, the "Seller"), pursuant to which in exchange for CAD $200,000 and a twenty percent (20%) interest in Oventa, Inc., the Company agreed to acquire the trade secret assets of Seller upon the terms and subject to the conditions set forth in the Asset Purchase Agreement. A second closing occurred on July 31, 2018, pursuant to which the Company acquired the furniture, fixtures and equipment of Seller in exchange for CAD $100,000. Seller is engaged in the business of preparing delicious snacks, pastries and baked goods with high quality ingredients for exceptional taste, including low calorie and gluten-free alternatives. The Asset Purchase Agreement included a provision, pursuant to which the Company could unwind the transaction if certain milestones were not achieved. The milestones contemplated in the Asset Purchase Agreement were not met, and accordingly, on February 7, 2019, effective as of December 31, 2018, the Company terminated the Asset Purchase Agreement with Supreme Sweets Inc. and 2498411 Ontario, Inc On September 27, 2018, the Company entered into a stock purchase agreement (the "Stock Purchase Agreement") with Sandrea Gibson, as seller (the "Seller"), and Recipe Food Co., as the target (the "Target"), pursuant to which in exchange for up to CAD $237,000, the Company agreed to acquire 80% of the issued and outstanding stock of the Target from the Seller upon the terms and subject to the conditions set forth in the Stock Purchase Agreement. There were difficulties integrating the Target into the Company group, which forced the Company to cease injecting additional capital into the Target and recognize a loss of $102,552 for amounts that had already been loaned to the Target. On July 8, 2019, Mr. Dickson entered into a Securities Purchase Agreement ("Purchase Agreement") with Conrad Huss to sell 5,000,000 shares of Series C Preferred and 5,000 shares of Series B preferred Stock held by Mr. Dickson. As a result, Mr. Huss acquired the right to vote 99.06 % of the voting control of the Company. The Series B Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to .01% of the outstanding common stock after the conversion. The Series B Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 99.05% of the outstanding common stock after the conversion. On July 8, 2019, Everett Dickson, who had been the sole officer of the Company, resigned as an officer of the Company, and Conrad Huss was appointed the Interim President and Chief Executive Officer of the Company. Mr. Huss is the sole beneficial owner of 5,000,000 and 5,000 shares of Series B and C Preferred Stocks, respectively. Mr. Dickson also resigned as a director of the Company, effective on July 8th, 2019. Mr. Dickson's resignation was not the result of any disagreement with the management of the Company. |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2018 included on the Company's Form 10-K. The results of the nine months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019. In the opinion of management, all adjustments necessary to present fairly the financial position as of March 31, 2020 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the three months ended March 31, 2020. There is no effect on the accumulated deficit as the result of these reclassifications. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited interim consolidated condensed financial statements include the accounts of the Company. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated. |
Fair value of financial instruments | Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company's notes payable approximates the fair value of such instruments based upon management's best estimate of interest rates that would be available to the Company for similar financial arrangements at March 31, 2020 and December 31, 2019. |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of loans payable | Rate March 31, 2020 December 31, 2019 Loan 1 1% $ 27,000 $ 27,000 Loan 2 1% 3,000 3,000 Loan 3 8% 64,000 64,000 Loan 4 8% 160,500 160,500 Total $ 254,500 $ 254,500 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Note Holder Date Maturity Date Interest Balance March 31, 2020 Balance December 31, Third party individual 7/25/13 12/31/16 12 % $ 500,000 $ 500,000 Livingston Asset Management, LLC (See Note One) 2/11/16 2/11/17 24 % 68,004 68,004 GW Holdings Group, LLC 5/17/16 5/17/17 24 % 24,000 24,000 Travel Data Solutions 11/18/17 11/30/19 10 % 100,000 100,000 GW Holdings Group, LLC 3/16/18 3/15/19 24 % 36,750 36,750 Livingston Asset Management,LLC 7/19/19 3/31/20 10 % 100,000 100,000 Travel Data Solutions 1/18/2019 1/31/20 10 % 25,000 Oasis Capital, LLC various various 24 % 875,641 875,641 Total $ 1,729,395 $ 1,729,395 Less debt discount (- ) (35,547 ) $ 1,729,395 $ 1,693,848 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of changes in fair value of financial liabilities | Balance at December 31, 2019 $ 472,605 Change in fair value of derivative liability (19,938 ) Balance at March 31, 2020 $ 452,667 |
Schedule of significant to the fair value measurement | Expected Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At December 31, 2019 291.74% 2.45 % 0 % 0.25 – 0.50 At March 31, 2020 262.34% .62 % 0 % 0.25 – 0.50 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Warrants [Abstract] | |
Schedule binomial option pricing model | Range of Exercise Prices Number Outstanding 3/31/2020 Weighted Weighted Average Exercise Price $0.001 – 0.0071 22,669,092 3.69 years $ 0.0011 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of issuance of shares of common stock | Creditor Date Shares Principal Accrued interest Fees Total Livingston Asset Management LLC 27-May-20 29,288,000 $ - $ 11,301 $ 1,000 $ 12,301 Trillium Partners, LP 12-Jun-20 11,936,286 - 4,013 1,000 5,013 Trillium Partners, LP 29-Jun-20 16,059,792 - 6,709 1,000 7,709 Livingston Asset Management LLC 29-Jun-20 16,059,792 - 6,709 1,000 7,709 Trillium Partners, LP 21-Jul-20 17,545,881 - 6,369 1,000 7,369 Trillium Partners, LP 29-Jul-20 30,386,595 1,300 10,462 1,000 12,762 Totals 121,276,345 $ 1,300 $ 45,563 $ 6,000 $ 52,863 |
Summary of Business and Basis_3
Summary of Business and Basis of Presentation (Details) - USD ($) | Jul. 08, 2019 | Sep. 27, 2018 | Jun. 30, 2018 | Mar. 31, 2020 |
Summary of Business and Basis of Presentation (Textual) | ||||
Written off uncollectable capital amount | $ 339,813 | |||
Deposits on acquisition | $ 102,552 | |||
State of incorporation | Oklahoma | |||
Date of incorporation | Feb. 5, 1999 | |||
Return of its injected capital | $ 102,552 | $ 339,813 | ||
Purchase agreement, description | The Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Sandrea Gibson, as seller (the “Seller”), and Recipe Food Co., as the target (the “Target”), pursuant to which in exchange for up to CAD $237,000, the Company agreed to acquire 80% of the issued and outstanding stock of the Target from the Seller upon the terms and subject to the conditions set forth in the Stock Purchase Agreement. | Pursuant to which in exchange for CAD $200,000 and a twenty percent (20%) interest in Oventa, Inc., the Company agreed to acquire the trade secret assets of Seller upon the terms and subject to the conditions set forth in the Asset Purchase Agreement. A second closing occurred on July 31, 2018, pursuant to which the Company acquired the furniture, fixtures and equipment of Seller in exchange for CAD $100,000. | ||
Sale of stock, description | Mr. Huss is the sole beneficial owner of 5,000,000 and 5,000 shares of Series B and C Preferred Stocks, respectively. | |||
Purchase Agreement [Member] | ||||
Summary of Business and Basis of Presentation (Textual) | ||||
Purchase agreement, description | Conrad Huss to sell 5,000,000 shares of Series C Preferred and 5,000 shares of Series B preferred Stock held by Mr. Dickson. As a result, Mr. Huss acquired the right to vote 99.06 % of the voting control of the Company. The Series B Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to .01% of the outstanding common stock after the conversion. The Series B Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 99.05% of the outstanding common stock after the conversion. |
Going Concern (Details)
Going Concern (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Going Concern (Textual) | ||
Accumulated deficit | $ (79,705,851) | $ (79,575,663) |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total | $ 254,500 | $ 254,500 |
Loan 1 [Member] | ||
Debt Instrument [Line Items] | ||
Rate | 1.00% | 1.00% |
Total | $ 27,000 | $ 27,000 |
Loan 2 [Member] | ||
Debt Instrument [Line Items] | ||
Rate | 1.00% | 1.00% |
Total | $ 3,000 | $ 3,000 |
Loan 3 [Member] | ||
Debt Instrument [Line Items] | ||
Rate | 8.00% | 8.00% |
Total | $ 64,000 | $ 64,000 |
Loan 4 [Member] | ||
Debt Instrument [Line Items] | ||
Rate | 8.00% | 8.00% |
Total | $ 160,500 | $ 160,500 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Convertible debt amount | $ 1,729,395 | $ 1,729,395 |
Less Debt Discount | (35,547) | |
Total | $ 1,729,395 | 1,693,848 |
Third party individual [Member] | ||
Issuance Date | Jul. 25, 2013 | |
Maturity Date | Dec. 31, 2016 | |
Interest | 12.00% | |
Convertible debt amount | $ 500,000 | 500,000 |
Livingston Asset Management (See Note One) [Member] | ||
Issuance Date | Feb. 11, 2016 | |
Maturity Date | Feb. 11, 2017 | |
Interest | 24.00% | |
Convertible debt amount | $ 68,004 | 68,004 |
GW Holdings Group, LLC [Member] | ||
Issuance Date | May 17, 2016 | |
Maturity Date | May 17, 2017 | |
Interest | 24.00% | |
Convertible debt amount | $ 24,000 | 24,000 |
Travel Data Solutions [Member] | ||
Issuance Date | Nov. 18, 2017 | |
Maturity Date | Nov. 30, 2019 | |
Interest | 10.00% | |
Convertible debt amount | $ 100,000 | 100,000 |
GW Holdings Group, LLC [Member] | ||
Issuance Date | Mar. 16, 2018 | |
Maturity Date | Mar. 15, 2019 | |
Interest | 24.00% | |
Convertible debt amount | $ 36,750 | 36,750 |
Livingston Asset Management,LLC [Member] | ||
Issuance Date | Jul. 19, 2019 | |
Maturity Date | Mar. 31, 2020 | |
Interest | 10.00% | |
Convertible debt amount | $ 100,000 | 100,000 |
Travel Data Solutions [Member] | ||
Issuance Date | Jan. 18, 2019 | |
Maturity Date | Jan. 31, 2020 | |
Interest | 10.00% | |
Convertible debt amount | $ 25,000 | 25,000 |
Oasis Capital, LLC [Member] | ||
Issuance Date, description | various | |
Maturity Date, description | various | |
Interest | 24.00% | |
Convertible debt amount | $ 871,641 | $ 875,641 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Balance at the beginning of the period | $ 472,605 |
Change in fair value of derivative liability | (19,938) |
Balance at the end of the period | $ 452,667 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Expected Volatility | 262.34% | 291.74% |
Risk-free Interest Rate | 0.62% | 2.45% |
Expected Dividend Yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected Life (in years) | 2 months 30 days | 2 months 30 days |
Maximum [Member] | ||
Expected Life (in years) | 6 months | 6 months |
Warrants (Details)
Warrants (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of outstanding shares | shares | 22,669,092 |
Weighted Average Remaining Contractual Life | 3 years 8 months 9 days |
Weighted Average Exercise Price | $ 0.0011 |
Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Range of Exercise Price | 0.001 |
Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Range of Exercise Price | $ 0.0071 |
Warrants (Details Textual)
Warrants (Details Textual) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Warrants (Textual) | |
Warrant expiry term | 5 years |
Fair value of the warrants | $ | $ 280,438 |
Fair value of warrants term | 5 years |
Minimum [Member] | |
Warrants (Textual) | |
Fair value of warrants exercise price | $ / shares | $ 0.001 |
Fair value of warrants risk free rate | 2.80% |
Fair value of warrants volatility | 252.42% |
Maximum [Member] | |
Warrants (Textual) | |
Fair value of warrants exercise price | $ / shares | $ 0.0071 |
Fair value of warrants risk free rate | 2.94% |
Fair value of warrants volatility | 258.24% |
L2 Capital, LLC [Member] | |
Warrants (Textual) | |
Warrant to purchase common shares | shares | 381,905 |
Warrant incremental description | Note is funded by L2 in cash, then on such funding date, the warrant shares shall immediately and automatically be increased by the quotient of 100% of the face value of the respective tranche and 110% of the VWAP of the common stock on the Trading Day (as defined in the Note) immediately prior to the funding date of the respective tranche. |
L2 Capital, LLC [Member] | Convertible note [Member] | |
Warrants (Textual) | |
Initial tranche amount | $ | $ 50,000 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | Jan. 15, 2019 | Jul. 02, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Preferred Stock (Textual) | |||||
Preferred stock outstanding | |||||
Convertible preferred stock, description | The Company entered into a Stock Purchase Agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”) whereby Geneva will purchase 53,000 shares of Series E preferred stock for $53,000. As of March 31, 2020, and December 31, 2019, there are 34,985 and 34,985 shares of Series E preferred stock outstanding, respectively. As of March 31, 2020, the Company fair valued its Series E preferred stock derivative liability at $40,000. | ||||
Series A Convertible Preferred Stock [Member] | |||||
Preferred Stock (Textual) | |||||
Preferred stock outstanding | 3,381,520 | 3,381,520 | |||
Convertible preferred stock, description | Series A Convertible Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of ten shares of common stock for one share of Series A Preferred Stock. Each share is entitled to 10 votes, voting with the common stock as a single class, has liquidation rights of $2.00 per share and is not entitled to receive dividends. | ||||
Debt conversion, converted instrument, shares issued | |||||
Series B Convertible Preferred Stock [Member] | |||||
Preferred Stock (Textual) | |||||
Preferred stock outstanding | 5,000 | 5,000 | |||
Convertible preferred stock, description | Series B Convertible Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of 4,000 shares of common stock for one share of Series B Preferred Stock. Each share is entitled to 4,000 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is not entitled to receive dividends. | ||||
Debt conversion, converted instrument, shares issued | |||||
Series C Convertible Preferred Stock [Member] | |||||
Preferred Stock (Textual) | |||||
Preferred stock outstanding | 5,000,000 | 5,000,000 | |||
Convertible preferred stock, description | Series C Convertible Preferred Stock, has a par value of $0.01, may be converted at the holder's election into shares of common stock at the conversion rate of 400 shares of common stock for one share of Series C Preferred Stock. Each share is entitled to 400 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is entitled to receive four hundred times the dividends declared and paid with respect to each share of Common Stock. | ||||
Debt conversion, converted instrument, shares issued | |||||
Series D Convertible Preferred Stock [Member] | |||||
Preferred Stock (Textual) | |||||
Preferred stock outstanding | 125,000 | 125,000 | |||
Convertible preferred stock, description | Series D Convertible Preferred Stock, has a par value of $0.0001, may be converted at a ratio of the Stated Value plus dividends accrued but unpaid divided by the fixed conversion price of $0.0015, which conversion price is subject to adjustment. Series D is non-voting, has liquidation rights to be paid in cash, before any payment to common or junior stock, 140% of the Stated Value ($2.00) per share plus any dividends accrued but unpaid thereon and is entitled to 8% cumulative dividends. | ||||
Debt conversion, converted instrument, shares issued | |||||
Series E Preferred Stock [Member] | |||||
Preferred Stock (Textual) | |||||
Preferred stock outstanding | 53,000 | 34,985 | 34,985 | ||
Convertible preferred stock, description | The Company entered into a Stock Purchase Agreement with Device Corp. (“Device”) whereby Device will purchase up to $250,000 Series E preferred stock for $1 per share. As of December 31, 2019, the Company has received $166,331 for the purchase of the Series E. Originally, these purchases were recorded as debt because the Preferred shares were not issued. As of the Balance sheet date and the date of this report, these shares have not been issued to the Purchaser. As such, the Company feels these securities should be classified as Mezzanine equity until they are fully issued. | Series E Convertible Preferred Stock, has a par value of $0.001, and a stated value of $1.00 per share, subject to adjustment. The shares of Series E Convertible Preferred Stock can convert at a conversion price that is equal to the amount that is 61% of the lowest trading price of the Company’s common stock during the 20 trading days immediately preceding such conversion. The shares of Series E Convertible Preferred Stock are subject to redemption by the Company at its option from the date of issuance until the date that is 180 days therefrom, subject to premium that ranges from 120% to 145%, increasing by 5% during each 30-day period following issuance. Series E carries a 12% cumulative dividend, which will increase to 22% upon an event of default, is non-voting, and has liquidation rights to be paid in cash, before any payment to common or junior stock. The Series E are mandatorily redeemable after twelve months, and therefore have been classified as mezzanine equity. | |||
Purchase price of preferred stock | $ 53,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - Conrad Huss [Member] - USD ($) | Jul. 08, 2019 | Mar. 31, 2020 |
Related Party Transaction (Textual) | ||
Accrued compensation | $ 202,000 | |
Salary per month | $ 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | ||
Sep. 21, 2018 | Feb. 13, 2017 | Mar. 31, 2020 | |
Commitments and Contingencies (Textual) | |||
Obtained a default judgment amount | $ 2,708,374 | ||
Note payable balance | $ 60,750 | ||
Seeking damages in excess amount | $ 500,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended |
Mar. 31, 2020USD ($)shares | |
Shares | shares | 121,276,345 |
Principal | $ 1,300 |
Accrued interest | 45,563 |
Fees | 6,000 |
Total | $ 52,863 |
Livingston Asset Management LLC [Member] | |
Date | May 27, 2020 |
Shares | shares | 29,288,000 |
Principal | |
Accrued interest | 11,301 |
Fees | 1,000 |
Total | $ 12,301 |
Trillium Partners, LP [Member] | |
Date | Jun. 12, 2020 |
Shares | shares | 11,936,286 |
Principal | |
Accrued interest | 4,013 |
Fees | 1,000 |
Total | $ 5,013 |
Trillium Partners, LP [Member] | |
Date | Jun. 29, 2020 |
Shares | shares | 16,059,792 |
Principal | |
Accrued interest | 6,709 |
Fees | 1,000 |
Total | $ 7,709 |
Livingston Asset Management LLC [Member] | |
Date | Jun. 29, 2020 |
Shares | shares | 16,059,792 |
Principal | |
Accrued interest | 6,709 |
Fees | 1,000 |
Total | $ 7,709 |
Trillium Partners, LP [Member] | |
Date | Jul. 21, 2020 |
Shares | shares | 17,545,881 |
Principal | |
Accrued interest | 6,369 |
Fees | 1,000 |
Total | $ 7,369 |
Trillium Partners, LP [Member] | |
Date | Jul. 29, 2020 |
Shares | shares | 30,386,595 |
Principal | $ 1,300 |
Accrued interest | 10,462 |
Fees | 1,000 |
Total | $ 12,762 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Shares | 121,276,345 | |
Principal | $ 1,300 | |
Accrued interest | 45,563 | |
Fees | 6,000 | |
Convertible debt | 1,729,395 | $ 1,729,395 |
Convertible Note [Member] | ||
Convertible debt | 125,000 | |
Consulting services | $ 15,600 | |
Common Stock | ||
Shares | 121,276,345 | |
Principal | $ 1,300 | |
Accrued interest | 45,563 | |
Fees | $ 6,000 |