Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Information [Line Items] | ||
Entity Registrant Name | CRUZANI, INC. | |
Trading Symbol | CZNI | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 9,899,574,600 | |
Amendment Flag | false | |
Entity Central Index Key | 0001381871 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-54624 | |
Entity Incorporation, State or Country Code | WY | |
Entity Tax Identification Number | 26-4144571 | |
Entity Address, Address Line One | 99 Wall Street | |
Entity Address, Address Line Two | Suite 891 | |
Entity Address, City or Town | New York City | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10005 | |
City Area Code | 212 | |
Local Phone Number | 398-0002 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common stock | |
Security Exchange Name | NYSEAMER |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 284,820 | $ 385 |
Accounts receivable | 0 | 37,638 |
Total Assets | 284,820 | 38,023 |
Current Liabilities: | ||
Accounts payable | 392,253 | 65,853 |
Accrued expenses | 286 | 286 |
Accrued interest | 1,183,742 | 18,602 |
Accrued officer compensation | 1,069,074 | 556,394 |
Convertible Notes | 286,210 | 84,681 |
Put premium on stock settled debt | 159,684 | 0 |
Derivative liability | 0 | 110,992 |
Deferred revenue | 0 | 3,108 |
Loans payable, current portion | 257,185 | 0 |
Total Current Liabilities | 3,348,434 | 839,916 |
Loans payable, net of current portion | 306,815 | 40,401 |
Total Liabilities | 3,655,249 | 880,317 |
Commitments and Contingencies (Note 13) | ||
STOCKHOLDERS' DEFICIT: | ||
Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 33,815 | 0 |
Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 50 | 0 |
Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 50,000 | 0 |
Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 12 | 0 |
Series E Preferred stock to be issued | 166,331 | 0 |
Series F Preferred stock, 101 shares authorized, par value $0.0001; 101 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Series G Preferred stock, 1,000,000 shares authorized, par value $0.0001; 1,000,000 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 1,000 | 0 |
Series AA Preferred stock, 10,000,000 shares authorized, par value $0.0001; 0 and 652,259 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 0 | 652 |
Series Super Preferred stock, 10,000,000 shares authorized, par value $0.0001; 0 and 500 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 0 | 1 |
Common stock 20,000,000,000 shares authorized, $0.00001 par value; 15,628,974,812 and 18,150,000 shares issued and outstanding, respectively at June 30, 2022 and December 31, 2021 | 156,290 | 18,150 |
Common stock to be issued, 2,550,000 and 0 shares as of June 30, 2022 and December 31, 2021, respectively | 26 | 0 |
Treasury stock, at cost – 2,917 shares and 0 shares as of June 30, 2022 and December 31, 2021, respectively | (773,500) | 0 |
Additional paid in capital | 2,010,091 | 3,802,391 |
Accumulated deficit | (5,014,544) | (4,663,488) |
Total Stockholders' Deficit | (3,370,429) | (842,294) |
Total Liabilities and Stockholders' Deficit | $ 284,820 | $ 38,023 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common stock, shares issued | 15,628,974,812 | 18,150,000 |
Common stock, shares outstanding | 15,628,974,812 | 18,150,000 |
Common stock to be issued | 2,550,000 | 0 |
Treasury stock, shares | 2,917 | 0 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,500,000 | 3,500,000 |
Preferred stock, shares issued | 3,381,520 | 0 |
Preferred stock, shares outstanding | 3,381,520 | 0 |
Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 5,000 | 0 |
Preferred stock, shares outstanding | 5,000 | 0 |
Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,000,000 | 0 |
Preferred stock, shares outstanding | 5,000,000 | 0 |
Series D Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 125,000 | 125,000 |
Preferred stock, shares issued | 125,000 | 0 |
Preferred stock, shares outstanding | 125,000 | 0 |
Series F Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 101 | 101 |
Preferred stock, shares issued | 101 | 0 |
Preferred stock, shares outstanding | 101 | 0 |
Series G Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 0 |
Preferred stock, shares outstanding | 1,000,000 | 0 |
Series AA Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 652,259 |
Preferred stock, shares outstanding | 0 | 652,259 |
Series Super Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 500 |
Preferred stock, shares outstanding | 0 | 500 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 61,181 | $ 9,000 | $ 149,848 | $ 9,000 |
Cost of Revenue | 20,891 | 0 | 48,470 | 0 |
Gross Profit | 40,290 | 9,000 | 101,378 | 9,000 |
Operating expenses: | ||||
Compensation expense | 101,017 | 103,267 | 203,285 | 204,535 |
Consulting fees | 46,667 | 0 | 46,667 | 0 |
Professional fees | 120,718 | 0 | 130,718 | 0 |
General and administrative | 48,588 | 641 | 54,915 | 1,048 |
Total operating expenses | 316,990 | 103,908 | 435,585 | 205,583 |
Loss from operations | (276,700) | (93,908) | (334,207) | (196,583) |
Other income (expense): | ||||
Interest expense | (38,150) | (23,397) | (43,160) | (58,947) |
Gain on new methodology for accounting for debt conversion features | 27,856 | 27,856 | ||
Change in fair value of derivative liability | (1,002) | (1,545) | 68 | |
Total other income (expense) | (10,294) | (24,399) | (16,849) | (58,879) |
Loss before income taxes | (286,994) | (118,307) | (351,056) | (255,462) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (286,994) | $ (118,307) | $ (351,056) | $ (255,462) |
Net loss per common share – basic | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Net loss per common share – diluted | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Weighted average common shares – basic | 6,730,708,291 | 18,150,000 | 3,392,972,124 | 18,150,000 |
Weighted average common shares – diluted | 6,730,708,291 | 18,150,000 | 3,392,972,124 | 18,150,000 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Common Stock To Be Issued | Series AA Preferred Stock | Super Preferred Preferred Stock | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Series F Preferred Stock | Series G Preferred Stock | Series G Preferred Stock | Series E Preferred Stock | Series E Preferred Stock to be issued |
Balance at Dec. 31, 2020 | $ (576,427) | $ 18,150 | $ 3,802,342 | $ (4,397,571) | $ 652 | ||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 18,150,000 | 652,259 | |||||||||||||||
Net loss | (137,155) | (137,155) | |||||||||||||||
Balance at Mar. 31, 2021 | (713,582) | $ 18,150 | 3,802,342 | (4,534,726) | $ 652 | ||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 18,150,000 | 652,259 | |||||||||||||||
Net loss | (118,307) | ||||||||||||||||
Balance at Jun. 30, 2021 | (713,582) | $ 18,150 | 3,802,342 | (4,653,033) | $ 652 | ||||||||||||
Balance (in Shares) at Jun. 30, 2021 | 18,150,000 | 652,259 | |||||||||||||||
Balance at Dec. 31, 2021 | (842,294) | $ 18,150 | 3,802,391 | (4,663,488) | $ 652 | $ 1 | |||||||||||
Balance (in Shares) at Dec. 31, 2021 | 18,150,000 | 652,259 | 500 | ||||||||||||||
Net loss | (64,062) | (64,062) | |||||||||||||||
Balance at Mar. 31, 2022 | (906,356) | $ 18,150 | 3,802,391 | (4,727,550) | $ 652 | $ 1 | |||||||||||
Balance (in Shares) at Mar. 31, 2022 | 18,150,000 | 652,259 | 500 | ||||||||||||||
Shares issued for extinguishment of Convertible Preferred stock | 599,119 | $ 66,740 | 532,379 | ||||||||||||||
Shares issued for extinguishment of Convertible Preferred stock (in Shares) | 6,673,960,315 | ||||||||||||||||
Recapitalization at reverse merger , Shares | 8,936,864,497 | (652,259) | (500) | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 101 | 1,000,000 | ||||||||
Recapitalization at reverse merger | (3,082,418) | $ 71,400 | (2,630,899) | (773,500) | 26 | $ (652) | $ (1) | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 0 | $ 1,000 | $ 166,331 | |||
Warrants issued | 306,220 | 306,220 | |||||||||||||||
Net loss | (286,994) | (286,994) | |||||||||||||||
Balance at Jun. 30, 2022 | $ (3,370,429) | $ 156,290 | $ 2,010,091 | $ (773,500) | $ (5,014,544) | $ 26 | $ 0 | $ 0 | $ 33,815 | $ 50 | $ 50,000 | $ 12 | $ 0 | $ 1,000 | $ 166,331 | ||
Balance (in Shares) at Jun. 30, 2022 | 15,628,974,812 | 0 | 0 | 3,381,520 | 5,000 | 5,000,000 | 125,000 | 101 | 1,000,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (351,056) | $ (255,462) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Convertible debt issued for services | 46,667 | 0 |
Gain on new methodology for accounting for debt conversion features | (27,856) | 0 |
Expenses incurred on extinguishment of convertible debt and accrued interest | 58,481 | 0 |
Change in fair value of derivative liability | 1,545 | (68) |
Debt discount amortization | 13,748 | 42,456 |
Interest expense incurred on put premium on stock settled debt | 10,714 | 0 |
Changes in Operating Assets and Liabilities: | ||
Accrued interest | 18,698 | 16,491 |
Accounts receivable | 37,638 | 0 |
Accrued officer compensation | 59,347 | 196,630 |
Deferred revenue | (3,108) | 0 |
Net Cash (Used in) provided by Operating Activities | (135,182) | 47 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash acquired in Merger | 517 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans payable | 269,100 | 0 |
Proceeds from convertible notes | 150,000 | |
Net Cash Provided by Financing Activities | 419,100 | 0 |
Net Increase in Cash | 284,435 | 47 |
Cash at Beginning of Period | 385 | 111 |
Cash at End of Period | 284,820 | 158 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Supplemental disclosure of non-cash activity: | ||
Common stock issued for extinguishment of debt and accrued interest | 374,185 | 0 |
Tangible assets acquired in Merger | 3,082,419 | 0 |
Equity acquired in Merger, net of cancellation of shares | 3,063,589 | 0 |
Debt discount associated with issuance of warrants | 306,200 | 0 |
Put premium on stock settled debt extinguishment | 466,454 | 0 |
Issuance of Series G Preferred Stock | $ 1,000 | $ 0 |
Summary of Business and Basis o
Summary of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
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”) had been 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 May 4, 2022, the Company acquired Bowmo, Inc. (“Bowmo”), a privately held Delaware corporation formed in 2016. Upon completion of the acquisition, Bowmo is treated as the surviving entity and accounting acquirer although the Company was the legal acquirer. Accordingly, the Company’s historical financial statements are those of Bowmo. Reverse Merger and Corporate Restructure On May 4, 2022, the Company entered into a merger agreement (the “Merger Agreement”) with Bowmo and Bowmo Merger Sub, Inc. to acquire Bowmo (the “Acquisition”). The transactions contemplated by the Merger Agreement were consummated on May 4, 2022 and, pursuant to the terms of the Merger Agreement, all outstanding shares of Bowmo will be exchanged for shares of the Company’s common stock and Bowmo became the Company’s wholly owned subsidiary. The Merger was effected pursuant to the Merger Agreement. The Merger is being accounted for as a reverse merger whereby Bowmo is the acquirer for accounting purposes. Bowmo is considered the acquiring company for accounting purposes as upon completion of the Merger, Bowmo’s former stockholders held a majority of the voting interest of the combined company. Pursuant to the Merger, the Company issued Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to Bowmo’s stockholders. Acquisition Accounting The fair value of Cruzani assets acquired and liabilities assumed was based upon management’s estimates. The following table summarizes the allocation of purchase price of the acquisition: Tangible Assets Acquired: Allocation Cash and cash equivalents 517 Accounts payable (326,400 ) Accrued interest (1,197,027 ) Accrued officer compensation (453,333 ) Convertible Notes (620,933 ) Put premium on stock settled debt (230,743 ) Loans payable (254,500 ) Net Tangible Assets Acquired $ (3,082,419 ) Equity Acquired: Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 shares issued and outstanding (33,815 ) Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 shares issued and outstanding (50 ) Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 shares issued and outstanding (50,000 ) Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 shares issued and outstanding (12 ) Series E Preferred stock to be issued (166,331 ) Common stock 20,000,000,000 shares authorized, $0.00001 par value; 8,955,014,498 shares issued and outstanding (89,550 ) Treasury stock, at cost – 2,917 shares 773,500 Additional paid in capital (2,648,676 ) Consideration: Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to Bowmo’s stockholders 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, 2021 included on the Company’s Form 10-K. The results of the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. In the opinion of management, all adjustments necessary to present fairly the financial position as of June 30, 2022 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. 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. 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. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. 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. Accounts receivable Accounts receivable include amounts due from customers. The amounts as of June 30, 2022 and December 31, 2021 are certain to be collected and no amount has been accrued for doubtful accounts based on specific reviews performed by management. Deferred Revenue The Company’s deferred revenue consists of advance customer payments. Deferred revenue results from transactions in which the Company has been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. Deferred revenue as of June 30, 2022 and December 31, 2021 is summarized as follows: June 30, 2022 December 31, 2021 Recruiting as a service - 3,108 Total deferred revenue $ - $ 3.108 Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (1) identification of the contract, or contracts, with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when or as a performance obligation is satisfied. The Company generates revenue from the following activities: Software as a Service (“SaaS”): The Company offers a subscription to its web-based software (“Application”) that assists employers find potential candidates for open positions. The Application automates the hiring processes with its while providing content, resources, and tools, such as video interviewing and cultural and technical assessments so that the Company’s customers can vet their candidates. SaaS revenues are recognized over the term of the subscription for access to the Company’s Application. Revenue is recognized monthly over the subscription term. Any payments received prior to the time passing to provide the subscription services are recorded as deferred revenue on the balance sheets. Recruiting as a Service (“RaaS”): RaaS allows the Company’s customers to outsource the management of their recruiting process allowing the Company to use the Application to assist its customers hiring needs by strategically gearing the service to reach the customer’s objectives. Revenue from RaaS consists of monthly billing to the customer for services provided. RaaS revenue is billed to the Company’s customers monthly. Revenues are recognized on a gross basis when each monthly subscription service is completed. Direct Placement: The Company generates direct placement revenue by earning one-time fees for each time an employer hires one of the candidates that the Company refers. The Company sources qualified candidate referrals for the employers’ available jobs through the use of the Company’s Application. Upon the employer hiring one or more of the Company’s candidate referrals, the Company earns the direct placement fee, which consists of an amount agreed upon between the Company and its customers. The fee is a percentage of the referred candidates’ first year’s base salary. Direct placement revenues are recognized on a gross basis on the date of hire of the candidate placed with an employer, as it is more than probable that a significant revenue reversal will not occur. unaudited condensed balance sheets. Payments for recruitment services are typically due within 30 days of completion of services. Direct placement revenue is subject to a 90-180 day guarantee that the candidate will not resign or be terminated in that time period. The Company uses historical evidence as well as additional factors to determine and estimate the amount of consideration received that the Company does not expect to be entitled to. For any amounts received for which the Company does not expect to be entitled, it would not recognize revenue when the candidate is hired but would recognize those amounts received as a refund liability. The Company included in the transaction price the estimated amount of variable consideration per the expected value method. A refund liability would be credited for the difference between cash consideration received and variable consideration recognized. The refund liability would be updated at the end of each reporting period for any changes in circumstances. As of June 30, 2022 and December 31, 2021, there was no refund liability on the unaudited condensed balance sheets as historically no direct placement revenue has been refunded to the Company. Revenue Disaggregation For the three and six months ended June 30, 2022 and 2021, revenues can be categorized into the following: Three months ended June 30, 2022 June 30, 2021 Direct placement $ 61,000 $ - Recruiting as a Service 181 9,000 Total revenues $ 61,181 $ 9,000 Six months ended June 30, 2022 June 30, 2021 Direct placement $ 100,750 $ - Recruiting as a Service 49,098 9,000 Total revenues $ 149,848 $ 9,000 Cost of Revenues Cost of revenue consist of employee costs, third party staffing costs, hosting service fees, and other fees, outsourced recruiter fees and commissions. Concentrations of credit risk Financial instruments which potentially subject the Company to credit risks consist primarily of cash and cash equivalents, and accounts receivable. Cash and cash equivalents are held in United States financial institutions. At times such amounts may exceed federally insured limits. As of June 30, 2022, no customers accounted for more than 10% of accounts receivable. As of December 31, 2021, two customers accounted for more than 10% of accounts receivable, at 80% and 19%, for a total of 99%. During the three months ended June 30, 2022, two customers accounted for more than 10% of revenue, at 83% and 11%, for a total of 94%. During the three months ended June 30, 2021, one customer accounted for more than 10% of revenue at 100%. During the six months ended June 30, 2022, four customers accounted for more than 10% of revenue, at 60%, 14%, 14% and 12%, for a total of 100%. During the six months ended June 30, 2021, one customer accounted for more than 10% of revenue at 100%. 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 determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s derivative liability and warrants are measured at fair value. The Company’s derivative instruments and warrants are valued using Level 3 fair value inputs. The Company does not have any other financial instruments which require re-measurement to fair value. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and loans payable represent fair value based upon their short-term nature. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The table below summarizes the fair values of our financial assets and liabilities as of June 30, 2022 and December 31, 2021, respectively: Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Derivative liability $ - $ - $ - $ - Warrants $ 293,096 $ - $ - $ 293,096 Fair Value at Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Derivative liability $ 110,992 $ - $ - $ 110,992 Warrants $ - $ - $ - $ - The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the six months ended June 30, 2022 and 2021: Balance at December 31, 2020 $ 93,172 Addition of new derivative liabilities - Change in fair value of derivative liability (68 ) Balance at June 30, 2021 $ 93,104 Balance at December 31, 2021 $ 110,992 Change in fair value of derivative liability 1,545 Transfer to put premium (112,537 ) Balance at June 30, 2022 $ 472,605 Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. Income Taxes The unaudited condensed financial statements have been prepared in conformity with FASB Accounting Standards Codification 740 (“ASC 740”), Income Taxes The Company did not have any material uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued related to unrecognized benefits as a component of income tax expense (benefit). The Company did not recognize any interest or penalties during the three and six months ended June 30, 2022 and 2021, nor did it have any interest or penalties accrued as of June 30, 2022 and December 31, 2021. Equity-based compensation We account for our stock-based compensation under ASC 718 “Compensation - Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. Earnings (Loss) per Share Basic net loss per share is calculated using the weighted average number of common shares outstanding during the periods. Diluted earnings per share is calculated by dividing earnings (loss) by the weighted number of common shares outstanding. If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Accordingly, the outstanding Series Preferred Stock is considered anti-dilutive at June 30, 2022 and 2021, respectively. The outstanding stock options and warrants are considered anti-dilutive at June 30, 2022 and 2021. 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 | 6 Months Ended |
Jun. 30, 2022 | |
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 ($5,014,544). 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. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 3 – CASH AND CASH EQUIVALENTS Cash and cash equivalents includes deposits on account held in escrow by our attorney. As of June 30, 2022 and December 31, 2021, the balances were as follows: June 30, December 31, Total $ 517 $ - |
Accrued Interest
Accrued Interest | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED INTEREST | NOTE 4 – ACCRUED INTEREST Accrued interest represents interest accrued on our long term indebtedness. A reconciliation of accrued interest at June 30, 2022 follows below: Balance at December 31, 2021 $ 18,602 Add: Accrued interest acquired in Merger 1,197,027 Add: Accrued interest on outstanding indebtedness 18,698 Less: Accrued interest extinguished on conversions of debt (50,585 ) Accrued interest, June 30, 2022 $ 1,183,742 |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable [Abstract] | |
CONVERTIBLE NOTES | NOTE 5 – CONVERTIBLE NOTES On June 15, 2022, the Company issued a $165,000 convertible promissory note (the “Convertible Note”) to Trillium Partners, LP in exchange for $150,000. The Convertible Note bears interest at 12%, per annum. All unpaid principal and accrued interest under the Convertible Note will be due and payable in full one year from issuance. The note converts at $0.0001 per common share and Trillium Partners LP may elect to convert 1,500,000 shares of the Company’s common stock at any time. The following table summarizes the convertible notes as of June 30, 2022 and December 31, 2021: Creditor Date Interest Maturity June 30, December 31, Travel Data Solutions, Inc. 18-Nov-17 10 % 30-Nov-19 $ 100,000 $ - Travel Data Solutions, Inc. 18-Jan-19 10 % 31-Jan-20 25,000 - Third Party 07-Jul-20 10 % 07-Jul-21 84,681 84,681 Trillium Partners, LP 25-May-21 12 % 25-May-22 22,000 - Trillium Partners, LP 6-Jul-21 10 % 06-Jul-22 22,000 - Frondeur Partners LLC 1-Dec-21 10 % 30-Sep-22 25,000 - Frondeur Partners LLC 1-Jan-21 10 % 30-Oct-22 25,000 - Frondeur Partners LLC 01-Feb-22 10 % 30-Nov-22 25,000 - Frondeur Partners LLC 01-Mar-22 10 % 31-Dec-22 25,000 - Frondeur Partners LLC 1-Apr-21 10 % 31-Jan-23 25,000 - Frondeur Partners LLC 01-May-22 10 % 28-Feb-23 25,000 - Frondeur Partners LLC 01-Jun-22 10 % 31-Mar-23 25,000 - Trillium Partners, LP 15-June-22 12 % 15-Jun-23 165,000 - Total $ 593,681 $ 84,681 Less: debt discount (307,471 ) - Convertible notes payable, total 286,210 84,681 |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 6 – LOANS PAYABLE The loan payable balances are as follows: Rate June 30, 2022 December 31, 2021 Loan 1 1 % $ 27,000 $ - Loan 2 1 % 3,000 - Loan 3 8 % 64,000 - Loan 4 8 % 160,500 - Loan 5 3.75 % 309,500 40,400 Total $ 564,000 $ 40,400 Loans 1 through 4 are past due as of the issuance of these financial statements. Loan 1) On May 30, 2013 and August 12, 2013, the Company received advances from a director for $2,000 and $25,000, respectively. On August 12, 2013, the Company entered into an unsecured, non-guaranteed, demand loan agreement with the director for $27,000. The loan bears interest at 1% per annum compounded monthly. Loan 2) On February 27, 2014, and March 19, 2015, the Company received advances from a director of $6,000, and $10,200, respectively. During the year ended December 31, 2015, the Company repaid $13,200. The advances are unsecured, due on demand and bears interest at 1% per annum compounded and calculated monthly. Loan 3) On September 18, 2014, May 29, 2015, July 3, 2015, December 2, 2015, and January 4, 2016, the Company entered into unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $35,000, $4,000, $5,000, $22,000, and $45,000, respectively. The loans bear interest at 8% per annum compounded annually and are due 1 year after the date of issuance. Loan 4) On December 4, 2014, January 29, 2015, August 12, 2015, August 21, 2015, September 1, 2015, September 15, 2015, November 13, 2015, and December 23, 2015, the Company issued unsecured notes payable of $20,000, $20,000, $20,000, $25,000, $40,000, $25,000, $30,000 and $10,000, respectively, to a significant shareholder. The notes bear interest at an annual rate of 8% per annum, are uncollateralized, and due 1 year after the date of issuance. Loan 5) In February 2022, the Company agreed to the second and third modifications of the Economic Injury Disaster Loan (“EIDL” or “Loan 5”). The EIDL was modified to include additional borrowings of $269,200, which were received in full in February 2022. Periodic monthly payments have increased to $1,506. Additionally, the Company entered into an amended security agreement with the SBA in which this promissory note, and the modifications, is collateralized by certain of the Company’s property as specified within the amended security agreement. Annual maturities of the loans payable are as follows: For the year ending Amount December 31, 2022 (remainder of year) $ 254,500 December 31, 2023 5,994 December 31, 2024 6,807 December 31, 2025 7,066 December 31, 2026 7,336 Thereafter 282,297 Total payments 564,000 |
Put Premium on Stock Settled De
Put Premium on Stock Settled Debt | 6 Months Ended |
Jun. 30, 2022 | |
Put Premium on Stock Settled Debt [Abstract] | |
PUT PREMIUM ON STOCK SETTLED DEBT | NOTE 7 – PUT PREMIUM ON STOCK SETTLED DEBT At the end of the quarter ended June 30, 2022, the Company decided to adopt ASC 480- ” Distinguishing Liabilities from Equity.” When the enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the note date with a charge to interest expense. In previous quarters, the Company had recorded such items as derivative liabilities. Thusly, there was a charge to put premium on stock settled debt and a decrease to derivative liability. On a going-forward basis, all put premiums will be charged to interest expense. The reconciliation of put premium on stock settled debt is as follows Balance at December 31, 2021 $ - Add: put premium acquired in Merger 230,743 Add: Gain on new methodology for accounting for debt conversion features 84,681 Add: put premium on new debt issuances 10,714 Less: put premium on convertible debt extinguished (166,457 ) Balance at June 30, 2022 $ 159,681 Creditor Date Maturity 30-Jun-22 Discount Put premium on Travel Data Solutions, Inc. 18-Nov-17 30-Nov-19 $ 100,000 - $ - Travel Data Solutions, Inc. 18-Jan-19 31-Jan-20 $ 25,000 - - Third party 7-Jul-20 7-Jul-21 84,681 50 % 84,681 Trillium Partners, LP 25-May-21 25-May-22 22,000 0 % - Trillium Partners, LP 06-Jul-21 06-Jul-22 22,000 0 % - Frondeur Partners LLC 01-Dec-21 30-Sep-22 25,000 30 % 10,714 Frondeur Partners LLC 01-Jan-22 31-Oct-22 25,000 30 % 10,714 Frondeur Partners LLC 01-Feb-22 30-Nov-22 25,000 30 % 10,714 Frondeur Partners LLC 01-Mar-22 31-Dec-22 25,000 30 % 10,714 Frondeur Partners LLC 01-Apr-22 31-Jan-23 25,000 30 % 10,714 Frondeur Partners LLC 01-May-22 28-Feb-23 25,000 30 % 10,714 Frondeur Partners LLC 01-Jun-22 31-Mar-23 25,000 30 % 10,716 Trillium Partners, LP 15-Jun-22 15-Jun-23 150,625 0 % - Put premium on stock settled debt $ 588,156 $ 159,681 |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Liability [Abstract] | |
Derivative Liabilities | NOTE 8 – DERIVATIVE LIABILITIES The embedded conversion options of the Company’s convertible debentures summarized in Note 5, and its convertible preferred Series E stock. contain conversion features that qualify for embedded derivative classification. The fair value of these liabilities is 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. Commencing with the second quarter of 2022, the Company changed its accounting treatment for such securities by recording the derivative feature as a put premium on stock settled debt. See Note 7 above for further discussion. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase that are categorized within Level 3 of the fair value hierarchy for the periods ended June 30, 2022 and December 31, 2021 is as follows: June 30, 2022 December 31, Stock price - $ 0.10 Exercise price - $ 0.05 Contractual term (in years) - 0.66 Volatility (annual) - 83 % Risk-free rate - 0.39 % |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2022 | |
Dividends, Common Stock [Abstract] | |
COMMON STOCK | NOTE 9 – COMMON STOCK The Company has been authorized to issue 20,000,000,000 shares of common stock, $ 0.001 During the six months ended June 30, 2022, the Company issued 7,662,768,291 Creditor Date Shares Principal Accrued Fees Total Livingston Asset Management LLC 7-Mar-22 154,190,143 $ 25,000 $ 4,085 $ 3,295 $ 32,380 Livingston Asset Management LLC 7-Mar-22 152,370,190 25,000 3,703 3,295 31,998 Trillium Partners, LP 7-Mar-22 220,029,400 17,000 4,085 3,295 24,380 Livingston Asset Management LLC 17-Mar-22 462,218,243 25,000 3,295 3,295 31,590 Livingston Asset Management LLC 6-May-22 315,275,000 9,500 2,969 3,295 15,764 Livingston Asset Management LLC 6-May-22 392,525,000 12,500 3,831 3,295 19,626 Livingston Asset Management LLC 19-May-22 50,910,200 1,100 396 1,050 2,546 Livingston Asset Management LLC 19-May-22 185,850,000 4,500 1,498 3,295 9,293 Livingston Asset Management LLC 6-Jun-22 376,768,000 18,750 4,329 3,295 26,374 Livingston Asset Management LLC 6-Jun-22 316,566,800 10,000 3,773 2,055 15,828 Livingston Asset Management LLC 10-Jun-22 163,772,200 - 6,134 2,055 8,189 Livingston Asset Management LLC 14-Jun-22 140,214,000 6,250 270 3,295 9,815 Oscalata partners LLC 15-Jun-22 300,727,400 11,000 741 3,295 15,036 Livingston Asset Management LLC 17-Jun-22 467,932,429 25,000 4,460 3,295 32,755 Livingston Asset Management LLC 17-Jun-22 463,470,571 25,000 4,148 3,295 32,443 Livingston Asset Management LLC 22-Jun-22 458,010,714 25,000 3,766 3,295 32,061 Livingston Asset Management LLC 23-Jun-22 453,588,000 25,000 3,456 3,295 31,751 Livingston Asset Management LLC 23-Jun-22 443,529,286 25,000 2,752 3,295 31,047 Livingston Asset Management LLC 27-Jun-22 434,833,714 25,000 2,023 3,415 30,438 Livingston Asset Management LLC 27-Jun-22 413,336,143 25,000 519 3,415 28,934 Livingston Asset Management LLC 28-Jun-22 434,891,429 25,000 2,027 3,415 30,442 Livingston Asset Management LLC 29-Jun-22 432,347,429 25,000 1,849 3,415 30,264 Frondeur Partners, LLC 30-Jun-22 429,412,000 25,000 1,644 3,415 30,059 Total 7,662,768,291 $ 415,600 $ 65,753 $ 71,660 $ 553,013 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | NOTE 10 – WARRANTS In connection with the issuance of a convertible note with Frondeur Partners, LLC (“Frondeur”) and funding of $25,000 on the Note, the Company also issued a common stock purchase warrant to purchase up to 62,500,000 shares of the Company’s common stock pursuant to the terms therein as a commitment fee. These warrants have an exercise price per share of $0.0001 the above and expire in five years. The aggregate fair value of the warrants, which was allocated against the debt proceeds totaled $12,493 at June 30, 2022 based on the Black Scholes Merton pricing model using the following estimates: exercise price ranging from $0.0001, 2.94% risk free rate, 300.20% 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. In connection with the issuance of a convertible note with Trillium Partners, LP (“Trillium”) and funding of $165,000 on the Note, the Company also issued a common stock purchase warrant to purchase up to 1,500,000 shares of the Company’s common stock pursuant to the terms therein as a commitment fee. These warrants have an exercise price per share of $0.0001 the above and expire in five years. The aggregate fair value of the warrants, which was allocated against the debt proceeds totaled $299,974 at June 30, 2022 based on the Black Scholes Merton pricing model using the following estimates: exercise price ranging from $0.0001, 3.39% risk free rate, 288.23% volatility and expected life of the warrants of 7 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. A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below: Shares available to purchase with Weighted Average Weighted Average Outstanding, December 31, 2021 - $.- $ - Issued 1,562,500,000 $ 0.0001 $ 0.0002 Exercised - $ - $ - Forfeited - $ - $ - Expired - $ - $ - Outstanding, June 30, 2022 1,562,500,000 $ 0.0001 $ 0.0002 Exercisable, June 30, 2022 1,562,500,000 $ 0.0001 $ 0.0002 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: Range of Exercise Prices Number Outstanding June 30, 2022 Weighted Average Weighted $ 0.0001 1,562,500,000 6.92 years $ 0.0001 |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2022 | |
Dividends, Preferred Stock [Abstract] | |
PREFERRED STOCK | NOTE 11 – PREFERRED STOCK Series AA and Super Convertible Preferred Stock , has a par value of $0.001, may be converted at the holder’s election into shares of common stock at the conversion rate of one share of common stock for one share of Preferred Stock. As of June 30, 2022, and December 31, 2021, there are 0 and 652,759 shares of Series AA and Super preferred stock outstanding, respectively. 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. As of June 30, 2022, and December 31, 2021, there are 3,381,520 and 0 shares of Series A preferred stock outstanding, respectively. 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. As of June 30, 2022, and December 31, 2021, there are 5,000 and 0 shares of Series B preferred stock outstanding, respectively. 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. As of June 30, 2022, and December 31, 2021, there are 5,000,000 and 0 shares of Series C preferred stock outstanding, respectively. 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. As of June 30, 2022, and December 31, 2021, there are 125,000 and 0 shares of Series D preferred stock outstanding, respectively. 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. Series F Convertible Preferred Stock , has a par value of $0.001, may be converted at the holder’s election into shares of common stock at the current conversion rate of 93,761,718 shares of common stock for one share of Series F Preferred Stock. Each share is entitled to 93,761,718 votes, voting with the common stock as a single class, has no liquidation rights and is not entitled to receive dividends. As of June 30, 2022 and December 31, 2021, there are 101 and 0 s hares of Series F preferred stock issued. Series G Convertible Preferred Stock , has a par value of $0.001, may be converted at the holder’s election into shares of common stock for a period ending 18 months following issuance at the conversion rate that will result, in the aggregate, in the holders of Series G Preferred Stock receiving that number of shares of Common Stock which equals Seventy Eight Percent (78%) of the total issued and outstanding shares of commons stock of the company on a fully diluted basis. The Series G Preferred Stock shall vote with the common stock as a single class, has liquidation rights of $0.001 per share and is entitled to receive an annal dividend of 6% of the Stated Value (the “Divided Rate”), which shall be cumulative, payable solely upon redemption, liquidation, or conversion. There are 1,000,000 and 0 shares of Series G preferred stock issued as of June 30, 2022 and December 31, 2021, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS For the three months ended June 30, 2022 and 2021, expenses of $19,875 and $0 were incurred for recruitment services by an entity owned by Michael Neece, Chief Marketing Officer. For the six months ended June 30, 2022 and 2021, expenses of $40,875 and $0 were incurred for recruitment services by an entity owned by Michael Neece, Chief Marketing Officer. Through June 30, 2022, the Company owed Eddie Aizman and Michael Lakshin compensation based on their employee agreements. The agreements provide for a salary of $200,000 and 180,000 per year, respectively. As of June 30, 2022, $597,074 has been credited to accrued compensation. On July 8, 2019, the Company executed an employment agreement with Conrad Huss. The agreement provides for a salary of $10,000 per month. As of June 30, 2022, $472,000 has been credited to accrued compensation. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Potential Acquisitions In 2021, the Company signed two letters of intent to acquire substantially all the assets of Talent Coefficient, LLC and to acquire the business and assume the liabilities of Interview Mastery, Inc. As of June 30, 2022, the consideration for these acquisitions has not been determined and these acquisitions have not been completed. COVID-19 pandemic contingencies The spread of the COVID-19 outbreak in the United States has resulted in economic uncertainties which may negatively impact the Company’s business operations. While the disruption is expected to be temporary, there is uncertainty surrounding the duration and extent of the impact. The impact of the coronavirus outbreak on the unaudited condensed financial statements cannot be reasonably estimated at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel and other matters affecting the general work environment could harm our business and our business strategy. While we do not anticipate any material impact to our business operations as a result of the coronavirus, in the event of a major disruption caused by the outbreak of pandemic diseases such as coronavirus, we may lose the services of our employees or experience system interruptions, which could lead to diminishment of our business operations. Any of the foregoing could harm our business and delay the implementation of our business strategy and we cannot anticipate all the ways in which the current global health crisis and financial market conditions could adversely impact our business. Management is actively monitoring the global situation on its financial condition, liquidity, operations, industry, and workforce. Legal 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 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 June 30, 2022 and December 31, 2021. A contingency arises when there is a situation for which the outcome is uncertain, and which should be resolved in the future, Generally Accepted Accounting Principles require recognition of only those losses that are probable and for which a loss amount can be reasonably estimated. The following details the nature of the contingency with Oasis Capital LLC (“Oasis”). In the normal course of its business, Oasis files notices to convert (“conversion notices”) a portion of its outstanding ownership of the Company’s indebtedness into shares of common stock. As a customary procedure for the annual audit for the period ended December 31, 2021, the Company’s auditors confirmed its outstanding balance of the indebtedness and related accrued interest. During the quarter ended March 31, 2022, Oasis submitted one such conversion which stated that the outstanding indebtedness was far greater than that which was on the Company’s books. The total amount of the increased indebtedness was approximately $1.6 million. After investigation, the Company determined that the difference related to liquidated damages that the Company does not believe that it owes. Since the Company believes that the loss is not probable and no litigation has been pursued at this time, there has been no recognition of this liability on the books and records of the Company. |
Impact of Climate Change
Impact of Climate Change | 6 Months Ended |
Jun. 30, 2022 | |
Impact of Climate Change [Abstract] | |
IMPACT OF CLIMATE CHANGE | NOTE 14 – IMPACT OF CLIMATE CHANGE The Financial Stability Board created the Task Force on Climate-related Financial Disclosures (TCFD) to improve and increase reporting of climate-related financial information. The TCFD requires that the impact of climate change upon risk assessment, capital allocation and strategic planning be discussed. At this time, the impact cannot be determined. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of this filing. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Reverse Merger and Corporate Restructure | Reverse Merger and Corporate Restructure On May 4, 2022, the Company entered into a merger agreement (the “Merger Agreement”) with Bowmo and Bowmo Merger Sub, Inc. to acquire Bowmo (the “Acquisition”). The transactions contemplated by the Merger Agreement were consummated on May 4, 2022 and, pursuant to the terms of the Merger Agreement, all outstanding shares of Bowmo will be exchanged for shares of the Company’s common stock and Bowmo became the Company’s wholly owned subsidiary. The Merger was effected pursuant to the Merger Agreement. The Merger is being accounted for as a reverse merger whereby Bowmo is the acquirer for accounting purposes. Bowmo is considered the acquiring company for accounting purposes as upon completion of the Merger, Bowmo’s former stockholders held a majority of the voting interest of the combined company. Pursuant to the Merger, the Company issued Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to Bowmo’s stockholders. |
Acquisition Accounting | Acquisition Accounting The fair value of Cruzani assets acquired and liabilities assumed was based upon management’s estimates. The following table summarizes the allocation of purchase price of the acquisition: Tangible Assets Acquired: Allocation Cash and cash equivalents 517 Accounts payable (326,400 ) Accrued interest (1,197,027 ) Accrued officer compensation (453,333 ) Convertible Notes (620,933 ) Put premium on stock settled debt (230,743 ) Loans payable (254,500 ) Net Tangible Assets Acquired $ (3,082,419 ) Equity Acquired: Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 shares issued and outstanding (33,815 ) Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 shares issued and outstanding (50 ) Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 shares issued and outstanding (50,000 ) Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 shares issued and outstanding (12 ) Series E Preferred stock to be issued (166,331 ) Common stock 20,000,000,000 shares authorized, $0.00001 par value; 8,955,014,498 shares issued and outstanding (89,550 ) Treasury stock, at cost – 2,917 shares 773,500 Additional paid in capital (2,648,676 ) Consideration: Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to Bowmo’s stockholders |
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, 2021 included on the Company’s Form 10-K. The results of the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. In the opinion of management, all adjustments necessary to present fairly the financial position as of June 30, 2022 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. |
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. |
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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
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. Concentrations of credit risk Financial instruments which potentially subject the Company to credit risks consist primarily of cash and cash equivalents, and accounts receivable. Cash and cash equivalents are held in United States financial institutions. At times such amounts may exceed federally insured limits. As of June 30, 2022, no customers accounted for more than 10% of accounts receivable. As of December 31, 2021, two customers accounted for more than 10% of accounts receivable, at 80% and 19%, for a total of 99%. During the three months ended June 30, 2022, two customers accounted for more than 10% of revenue, at 83% and 11%, for a total of 94%. During the three months ended June 30, 2021, one customer accounted for more than 10% of revenue at 100%. During the six months ended June 30, 2022, four customers accounted for more than 10% of revenue, at 60%, 14%, 14% and 12%, for a total of 100%. During the six months ended June 30, 2021, one customer accounted for more than 10% of revenue at 100%. |
Accounts receivable | Accounts receivable Accounts receivable include amounts due from customers. The amounts as of June 30, 2022 and December 31, 2021 are certain to be collected and no amount has been accrued for doubtful accounts based on specific reviews performed by management. |
Deferred Revenue | Deferred Revenue The Company’s deferred revenue consists of advance customer payments. Deferred revenue results from transactions in which the Company has been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. Deferred revenue as of June 30, 2022 and December 31, 2021 is summarized as follows: June 30, 2022 December 31, 2021 Recruiting as a service - 3,108 Total deferred revenue $ - $ 3.108 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (1) identification of the contract, or contracts, with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when or as a performance obligation is satisfied. The Company generates revenue from the following activities: Software as a Service (“SaaS”): The Company offers a subscription to its web-based software (“Application”) that assists employers find potential candidates for open positions. The Application automates the hiring processes with its while providing content, resources, and tools, such as video interviewing and cultural and technical assessments so that the Company’s customers can vet their candidates. SaaS revenues are recognized over the term of the subscription for access to the Company’s Application. Revenue is recognized monthly over the subscription term. Any payments received prior to the time passing to provide the subscription services are recorded as deferred revenue on the balance sheets. Recruiting as a Service (“RaaS”): RaaS allows the Company’s customers to outsource the management of their recruiting process allowing the Company to use the Application to assist its customers hiring needs by strategically gearing the service to reach the customer’s objectives. Revenue from RaaS consists of monthly billing to the customer for services provided. RaaS revenue is billed to the Company’s customers monthly. Revenues are recognized on a gross basis when each monthly subscription service is completed. Direct Placement: The Company generates direct placement revenue by earning one-time fees for each time an employer hires one of the candidates that the Company refers. The Company sources qualified candidate referrals for the employers’ available jobs through the use of the Company’s Application. Upon the employer hiring one or more of the Company’s candidate referrals, the Company earns the direct placement fee, which consists of an amount agreed upon between the Company and its customers. The fee is a percentage of the referred candidates’ first year’s base salary. Direct placement revenues are recognized on a gross basis on the date of hire of the candidate placed with an employer, as it is more than probable that a significant revenue reversal will not occur. unaudited condensed balance sheets. Payments for recruitment services are typically due within 30 days of completion of services. Direct placement revenue is subject to a 90-180 day guarantee that the candidate will not resign or be terminated in that time period. The Company uses historical evidence as well as additional factors to determine and estimate the amount of consideration received that the Company does not expect to be entitled to. For any amounts received for which the Company does not expect to be entitled, it would not recognize revenue when the candidate is hired but would recognize those amounts received as a refund liability. The Company included in the transaction price the estimated amount of variable consideration per the expected value method. A refund liability would be credited for the difference between cash consideration received and variable consideration recognized. The refund liability would be updated at the end of each reporting period for any changes in circumstances. As of June 30, 2022 and December 31, 2021, there was no refund liability on the unaudited condensed balance sheets as historically no direct placement revenue has been refunded to the Company. Three months ended June 30, 2022 June 30, 2021 Direct placement $ 61,000 $ - Recruiting as a Service 181 9,000 Total revenues $ 61,181 $ 9,000 Six months ended June 30, 2022 June 30, 2021 Direct placement $ 100,750 $ - Recruiting as a Service 49,098 9,000 Total revenues $ 149,848 $ 9,000 |
Cost of Revenues | Cost of Revenues Cost of revenue consist of employee costs, third party staffing costs, hosting service fees, and other fees, outsourced recruiter fees and commissions. |
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 determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s derivative liability and warrants are measured at fair value. The Company’s derivative instruments and warrants are valued using Level 3 fair value inputs. The Company does not have any other financial instruments which require re-measurement to fair value. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and loans payable represent fair value based upon their short-term nature. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The table below summarizes the fair values of our financial assets and liabilities as of June 30, 2022 and December 31, 2021, respectively: Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Derivative liability $ - $ - $ - $ - Warrants $ 293,096 $ - $ - $ 293,096 Fair Value at Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Derivative liability $ 110,992 $ - $ - $ 110,992 Warrants $ - $ - $ - $ - The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the six months ended June 30, 2022 and 2021: Balance at December 31, 2020 $ 93,172 Addition of new derivative liabilities - Change in fair value of derivative liability (68 ) Balance at June 30, 2021 $ 93,104 Balance at December 31, 2021 $ 110,992 Change in fair value of derivative liability 1,545 Transfer to put premium (112,537 ) Balance at June 30, 2022 $ 472,605 |
Convertible Notes with Fixed Rate Conversion Options | Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. |
Income Taxes | Income Taxes The unaudited condensed financial statements have been prepared in conformity with FASB Accounting Standards Codification 740 (“ASC 740”), Income Taxes The Company did not have any material uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued related to unrecognized benefits as a component of income tax expense (benefit). The Company did not recognize any interest or penalties during the three and six months ended June 30, 2022 and 2021, nor did it have any interest or penalties accrued as of June 30, 2022 and December 31, 2021. |
Equity-based compensation | Equity-based compensation We account for our stock-based compensation under ASC 718 “Compensation - Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic net loss per share is calculated using the weighted average number of common shares outstanding during the periods. Diluted earnings per share is calculated by dividing earnings (loss) by the weighted number of common shares outstanding. If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Accordingly, the outstanding Series Preferred Stock is considered anti-dilutive at June 30, 2022 and 2021, respectively. The outstanding stock options and warrants are considered anti-dilutive at June 30, 2022 and 2021. |
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. |
Summary of Business and Basis_2
Summary of Business and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Business and Basis of Presentation [Abstract] | |
Schedule of allocation of purchase price of acquisition | Tangible Assets Acquired: Allocation Cash and cash equivalents 517 Accounts payable (326,400 ) Accrued interest (1,197,027 ) Accrued officer compensation (453,333 ) Convertible Notes (620,933 ) Put premium on stock settled debt (230,743 ) Loans payable (254,500 ) Net Tangible Assets Acquired $ (3,082,419 ) Equity Acquired: Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 shares issued and outstanding (33,815 ) Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 shares issued and outstanding (50 ) Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 shares issued and outstanding (50,000 ) Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 shares issued and outstanding (12 ) Series E Preferred stock to be issued (166,331 ) Common stock 20,000,000,000 shares authorized, $0.00001 par value; 8,955,014,498 shares issued and outstanding (89,550 ) Treasury stock, at cost – 2,917 shares 773,500 Additional paid in capital (2,648,676 ) Consideration: Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to Bowmo’s stockholders |
Schedule of deferred revenue | Deferred revenue as of June 30, 2022 and December 31, 2021 is summarized as follows: June 30, 2022 December 31, 2021 Recruiting as a service - 3,108 Total deferred revenue $ - $ 3.108 |
Schedule of revenue disaggregation | Three months ended June 30, 2022 June 30, 2021 Direct placement $ 61,000 $ - Recruiting as a Service 181 9,000 Total revenues $ 61,181 $ 9,000 Six months ended June 30, 2022 June 30, 2021 Direct placement $ 100,750 $ - Recruiting as a Service 49,098 9,000 Total revenues $ 149,848 $ 9,000 |
Schedule of fair values of financial assets and liabilities | Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Derivative liability $ - $ - $ - $ - Warrants $ 293,096 $ - $ - $ 293,096 Fair Value at Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Derivative liability $ 110,992 $ - $ - $ 110,992 Warrants $ - $ - $ - $ - |
Schedule of reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) | Balance at December 31, 2020 $ 93,172 Addition of new derivative liabilities - Change in fair value of derivative liability (68 ) Balance at June 30, 2021 $ 93,104 Balance at December 31, 2021 $ 110,992 Change in fair value of derivative liability 1,545 Transfer to put premium (112,537 ) Balance at June 30, 2022 $ 472,605 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | June 30, December 31, Total $ 517 $ - |
Accrued Interest (Tables)
Accrued Interest (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued interest represents interest accrued on our long term indebtedness | Balance at December 31, 2021 $ 18,602 Add: Accrued interest acquired in Merger 1,197,027 Add: Accrued interest on outstanding indebtedness 18,698 Less: Accrued interest extinguished on conversions of debt (50,585 ) Accrued interest, June 30, 2022 $ 1,183,742 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable [Abstract] | |
Schedule of summarizes the convertible notes | The following table summarizes the convertible notes as of June 30, 2022 and December 31, 2021: Creditor Date Interest Maturity June 30, December 31, Travel Data Solutions, Inc. 18-Nov-17 10 % 30-Nov-19 $ 100,000 $ - Travel Data Solutions, Inc. 18-Jan-19 10 % 31-Jan-20 25,000 - Third Party 07-Jul-20 10 % 07-Jul-21 84,681 84,681 Trillium Partners, LP 25-May-21 12 % 25-May-22 22,000 - Trillium Partners, LP 6-Jul-21 10 % 06-Jul-22 22,000 - Frondeur Partners LLC 1-Dec-21 10 % 30-Sep-22 25,000 - Frondeur Partners LLC 1-Jan-21 10 % 30-Oct-22 25,000 - Frondeur Partners LLC 01-Feb-22 10 % 30-Nov-22 25,000 - Frondeur Partners LLC 01-Mar-22 10 % 31-Dec-22 25,000 - Frondeur Partners LLC 1-Apr-21 10 % 31-Jan-23 25,000 - Frondeur Partners LLC 01-May-22 10 % 28-Feb-23 25,000 - Frondeur Partners LLC 01-Jun-22 10 % 31-Mar-23 25,000 - Trillium Partners, LP 15-June-22 12 % 15-Jun-23 165,000 - Total $ 593,681 $ 84,681 Less: debt discount (307,471 ) - Convertible notes payable, total 286,210 84,681 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of loan payable | The loan payable balances are as follows: Rate June 30, 2022 December 31, 2021 Loan 1 1 % $ 27,000 $ - Loan 2 1 % 3,000 - Loan 3 8 % 64,000 - Loan 4 8 % 160,500 - Loan 5 3.75 % 309,500 40,400 Total $ 564,000 $ 40,400 |
Schedule of maturities of long-term debt | Annual maturities of the loans payable are as follows: For the year ending Amount December 31, 2022 (remainder of year) $ 254,500 December 31, 2023 5,994 December 31, 2024 6,807 December 31, 2025 7,066 December 31, 2026 7,336 Thereafter 282,297 Total payments 564,000 |
Put Premium on Stock Settled _2
Put Premium on Stock Settled Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Put Premium on Stock Settled Debt Table [Abstract] | |
Schedule of reconciliation of put premium on stock settled debt | Balance at December 31, 2021 $ - Add: put premium acquired in Merger 230,743 Add: Gain on new methodology for accounting for debt conversion features 84,681 Add: put premium on new debt issuances 10,714 Less: put premium on convertible debt extinguished (166,457 ) Balance at June 30, 2022 $ 159,681 |
Schedule of put premium by individual debt instrument | Creditor Date Maturity 30-Jun-22 Discount Put premium on Travel Data Solutions, Inc. 18-Nov-17 30-Nov-19 $ 100,000 - $ - Travel Data Solutions, Inc. 18-Jan-19 31-Jan-20 $ 25,000 - - Third party 7-Jul-20 7-Jul-21 84,681 50 % 84,681 Trillium Partners, LP 25-May-21 25-May-22 22,000 0 % - Trillium Partners, LP 06-Jul-21 06-Jul-22 22,000 0 % - Frondeur Partners LLC 01-Dec-21 30-Sep-22 25,000 30 % 10,714 Frondeur Partners LLC 01-Jan-22 31-Oct-22 25,000 30 % 10,714 Frondeur Partners LLC 01-Feb-22 30-Nov-22 25,000 30 % 10,714 Frondeur Partners LLC 01-Mar-22 31-Dec-22 25,000 30 % 10,714 Frondeur Partners LLC 01-Apr-22 31-Jan-23 25,000 30 % 10,714 Frondeur Partners LLC 01-May-22 28-Feb-23 25,000 30 % 10,714 Frondeur Partners LLC 01-Jun-22 31-Mar-23 25,000 30 % 10,716 Trillium Partners, LP 15-Jun-22 15-Jun-23 150,625 0 % - Put premium on stock settled debt $ 588,156 $ 159,681 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Liability [Abstract] | |
Schedule of assumptions used in the calculations of its derivatives | June 30, 2022 December 31, Stock price - $ 0.10 Exercise price - $ 0.05 Contractual term (in years) - 0.66 Volatility (annual) - 83 % Risk-free rate - 0.39 % |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Dividends, Common Stock [Abstract] | |
Schedule of shares of common stock for the extinguishment of convertible debt | Creditor Date Shares Principal Accrued Fees Total Livingston Asset Management LLC 7-Mar-22 154,190,143 $ 25,000 $ 4,085 $ 3,295 $ 32,380 Livingston Asset Management LLC 7-Mar-22 152,370,190 25,000 3,703 3,295 31,998 Trillium Partners, LP 7-Mar-22 220,029,400 17,000 4,085 3,295 24,380 Livingston Asset Management LLC 17-Mar-22 462,218,243 25,000 3,295 3,295 31,590 Livingston Asset Management LLC 6-May-22 315,275,000 9,500 2,969 3,295 15,764 Livingston Asset Management LLC 6-May-22 392,525,000 12,500 3,831 3,295 19,626 Livingston Asset Management LLC 19-May-22 50,910,200 1,100 396 1,050 2,546 Livingston Asset Management LLC 19-May-22 185,850,000 4,500 1,498 3,295 9,293 Livingston Asset Management LLC 6-Jun-22 376,768,000 18,750 4,329 3,295 26,374 Livingston Asset Management LLC 6-Jun-22 316,566,800 10,000 3,773 2,055 15,828 Livingston Asset Management LLC 10-Jun-22 163,772,200 - 6,134 2,055 8,189 Livingston Asset Management LLC 14-Jun-22 140,214,000 6,250 270 3,295 9,815 Oscalata partners LLC 15-Jun-22 300,727,400 11,000 741 3,295 15,036 Livingston Asset Management LLC 17-Jun-22 467,932,429 25,000 4,460 3,295 32,755 Livingston Asset Management LLC 17-Jun-22 463,470,571 25,000 4,148 3,295 32,443 Livingston Asset Management LLC 22-Jun-22 458,010,714 25,000 3,766 3,295 32,061 Livingston Asset Management LLC 23-Jun-22 453,588,000 25,000 3,456 3,295 31,751 Livingston Asset Management LLC 23-Jun-22 443,529,286 25,000 2,752 3,295 31,047 Livingston Asset Management LLC 27-Jun-22 434,833,714 25,000 2,023 3,415 30,438 Livingston Asset Management LLC 27-Jun-22 413,336,143 25,000 519 3,415 28,934 Livingston Asset Management LLC 28-Jun-22 434,891,429 25,000 2,027 3,415 30,442 Livingston Asset Management LLC 29-Jun-22 432,347,429 25,000 1,849 3,415 30,264 Frondeur Partners, LLC 30-Jun-22 429,412,000 25,000 1,644 3,415 30,059 Total 7,662,768,291 $ 415,600 $ 65,753 $ 71,660 $ 553,013 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of outstanding stock warrants | Shares available to purchase with Weighted Average Weighted Average Outstanding, December 31, 2021 - $.- $ - Issued 1,562,500,000 $ 0.0001 $ 0.0002 Exercised - $ - $ - Forfeited - $ - $ - Expired - $ - $ - Outstanding, June 30, 2022 1,562,500,000 $ 0.0001 $ 0.0002 Exercisable, June 30, 2022 1,562,500,000 $ 0.0001 $ 0.0002 |
Schedule of significant to the fair value measurement | Range of Exercise Prices Number Outstanding June 30, 2022 Weighted Average Weighted $ 0.0001 1,562,500,000 6.92 years $ 0.0001 |
Summary of Business and Basis_3
Summary of Business and Basis of Presentation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Accounts receivable allowance for doubtful debts current | $ 0 | $ 0 | $ 0 | ||
Unrecognized tax benefits income tax penalties and interest expenses | 0 | 0 | |||
Unrecognized tax benefits income tax penalties and interest accured | $ 0 | $ 0 | $ 0 | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Major Customer One [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Concentration risk percentage | 80% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Major Customer Two [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Concentration risk percentage | 19% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Two Major Customers [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Concentration risk percentage | 99% | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer One [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Concentration risk percentage | 83% | 100% | 60% | 100% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer Two [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Concentration risk percentage | 11% | 14% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Two Major Customers [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Concentration risk percentage | 94% | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer Three [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Concentration risk percentage | 14% | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customer Four [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Concentration risk percentage | 12% | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Four Major Customers [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Concentration risk percentage | 100% | ||||
Minimum [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Concentration risk percentage | 10% | ||||
Minimum [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | No Customer [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Concentration risk percentage | 10% | ||||
Minimum [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Concentration risk percentage | 10% | 10% | 10% | 10% | |
Direct Placement [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Contract with customers refund liability current | $ 0 | $ 0 | $ 0 | ||
Direct Placement [Member] | Maximum [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Guarantee period as condition precedent for earning revenue | 180 days | ||||
Direct Placement [Member] | Minimum [Member] | |||||
Summary of Business snd Basis of Presentation (Details) [Line Items] | |||||
Guarantee period as condition precedent for earning revenue | 90 days |
Summary of Business and Basis_4
Summary of Business and Basis of Presentation (Details) - Schedule of allocation of purchase price of acquisition - Bowmo [Member] - Reverse Acquisition [Member] | Jun. 30, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 517 |
Accounts payable | (326,400) |
Accrued interest | (1,197,027) |
Accrued officer compensation | (453,333) |
Convertible Notes | (620,933) |
Put premium on stock settled debt | (230,743) |
Loans payable | (254,500) |
Net Tangible Assets Acquired | (3,082,419) |
Business Combination Equity Acquired [Abstract] | |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | (89,550) |
Treasury stock, at cost – 2,917 shares | 773,500 |
Additional paid in capital | (2,648,676) |
Series A Preferred Stock [Member] | |
Business Combination Equity Acquired [Abstract] | |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | (33,815) |
Series B Preferred Stock [Member] | |
Business Combination Equity Acquired [Abstract] | |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | (50) |
Series C Preferred Stock [Member] | |
Business Combination Equity Acquired [Abstract] | |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | (50,000) |
Series D Preferred Stock [Member] | |
Business Combination Equity Acquired [Abstract] | |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | (12) |
Series E Preferred Stock [Member] | |
Business Combination Equity Acquired [Abstract] | |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ (166,331) |
Summary of Business and Basis_5
Summary of Business and Basis of Presentation (Parenthetical) (Detail) - Schedule of allocation of purchase price of acquisition - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Treasury stock, shares | 2,917 | 0 |
Series A Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 3,500,000 | 3,500,000 |
Preferred stock par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 3,381,520 | 0 |
Preferred stock, shares outstanding | 3,381,520 | 0 |
Series B Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 5,000 | 0 |
Preferred stock, shares outstanding | 5,000 | 0 |
Series C Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 5,000,000 | 0 |
Preferred stock, shares outstanding | 5,000,000 | 0 |
Series D Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 125,000 | 125,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 125,000 | 0 |
Preferred stock, shares outstanding | 125,000 | 0 |
Reverse Acquisition [Member] | Bowmo [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 20,000,000,000 | |
Preferred stock par or stated value per share | $ 0.00001 | |
Preferred stock, shares issued | 8,955,014,498 | |
Preferred stock, shares outstanding | 8,955,014,498 | |
Preferred stock voting rights as a percentage of total voting equity securities | 78% | |
Treasury stock, shares | 2,917 | |
Reverse Acquisition [Member] | Bowmo [Member] | Series A Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 3,500,000 | |
Preferred stock par or stated value per share | $ 0.01 | |
Preferred stock, shares issued | 3,381,520 | |
Preferred stock, shares outstanding | 3,381,520 | |
Reverse Acquisition [Member] | Bowmo [Member] | Series B Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 10,000 | |
Preferred stock par or stated value per share | $ 0.01 | |
Preferred stock, shares issued | 5,000 | |
Preferred stock, shares outstanding | 5,000 | |
Reverse Acquisition [Member] | Bowmo [Member] | Series C Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock par or stated value per share | $ 0.01 | |
Preferred stock, shares issued | 5,000,000 | |
Preferred stock, shares outstanding | 5,000,000 | |
Reverse Acquisition [Member] | Bowmo [Member] | Series D Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Preferred stock, shares authorized | 125,000 | |
Preferred stock par or stated value per share | $ 0.0001 | |
Preferred stock, shares issued | 125,000 | |
Preferred stock, shares outstanding | 125,000 |
Summary of Business and Basis_6
Summary of Business and Basis of Presentation (Details) - Schedule of deferred revenue - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Disclosure In Tabular Form Of Contract With Customers Liability [Line Items] | ||
Contract with Customer, Liability, Current | $ 0 | $ 3.108 |
Recruiting As A Service [Member] | ||
Disclosure In Tabular Form Of Contract With Customers Liability [Line Items] | ||
Contract with Customer, Liability, Current | $ 0 | $ 3,108 |
Summary of Business and Basis_7
Summary of Business and Basis of Presentation (Details) - Schedule of revenue disaggregation - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 61,181 | $ 9,000 | $ 149,848 | $ 9,000 |
Direct Placement [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 61,000 | 100,750 | ||
Recruiting As A Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 181 | $ 9,000 | $ 49,098 | $ 9,000 |
Summary of Business and Basis_8
Summary of Business and Basis of Presentation (Details) - Schedule of fair values of financial assets and liabilities - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | $ 18,602 | $ 110,992 |
Warrants | $ 293,096 |
Summary of Business and Basis_9
Summary of Business and Basis of Presentation (Details) - Schedule of reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 110,992 | $ 93,172 |
Addition of new derivative liabilities | 1,545 | 0 |
Change in fair value of derivative liability | (112,537) | (68) |
Ending Balance | $ 472,605 | $ 93,104 |
Going Concern (Details)
Going Concern (Details) | Jun. 30, 2022 USD ($) |
Going Concern [Abstract] | |
Accumulated deficit | $ (5,014,544) |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of cash and cash equivalents [Abstract] | ||
Total | $ 517 | $ 0 |
Accrued Interest (Details) - Sc
Accrued Interest (Details) - Schedule of accrued interest represents interest accrued on our long term indebtedness - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of accrued interest represents interest accrued on our long term indebtedness [Abstract] | ||
Balance at December 31, 2021 | $ 18,602 | $ 110,992 |
Add: Accrued interest acquired in Merger | 1,197,027 | |
Add: Accrued interest on outstanding indebtedness | 18,698 | |
Less: Accrued interest extinguished on conversions of debt | (50,585) | |
Accrued interest, June 30, 2022 | $ 1,183,742 |
Convertible Notes (Details) - S
Convertible Notes (Details) - Schedule of summarizes the convertible notes - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Long-term Debt, Gross | $ 593,681 | $ 84,681 |
Debt Instrument, Unamortized Discount | (307,471) | |
Convertible Notes Payable, Current | $ 286,210 | 84,681 |
Travel Data Solutions, Inc. [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | Nov. 18, 2017 | |
Interest Rate | 10% | |
Maturity Date | Nov. 30, 2019 | |
Long-term Debt, Gross | $ 100,000 | |
Travel Data Solutions, Inc. [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | Jan. 18, 2019 | |
Interest Rate | 10% | |
Maturity Date | Jan. 31, 2020 | |
Long-term Debt, Gross | $ 25,000 | |
Trillium Partners, LP [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | May 25, 2021 | |
Interest Rate | 12% | |
Maturity Date | May 25, 2022 | |
Long-term Debt, Gross | $ 22,000 | |
Trillium Partners, Lp Two [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | Jul. 06, 2021 | |
Interest Rate | 10% | |
Maturity Date | Jul. 06, 2022 | |
Long-term Debt, Gross | $ 22,000 | |
Frondeur Partners LLC [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | Dec. 01, 2021 | |
Interest Rate | 10% | |
Maturity Date | Sep. 30, 2022 | |
Long-term Debt, Gross | $ 25,000 | |
Frondeur Partners LLC [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | Jan. 01, 2021 | |
Interest Rate | 10% | |
Maturity Date | Oct. 30, 2022 | |
Long-term Debt, Gross | $ 25,000 | |
Frondeur Partners LLC [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | Feb. 01, 2022 | |
Interest Rate | 10% | |
Maturity Date | Nov. 30, 2022 | |
Long-term Debt, Gross | $ 25,000 | |
Frondeur Partners LLC [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | Mar. 01, 2022 | |
Interest Rate | 10% | |
Maturity Date | Dec. 31, 2022 | |
Long-term Debt, Gross | $ 25,000 | |
Frondeur Partners LLC Five [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | Apr. 01, 2021 | |
Interest Rate | 10% | |
Maturity Date | Jan. 31, 2023 | |
Long-term Debt, Gross | $ 25,000 | |
Frondeur Partners LLC Six [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | May 01, 2022 | |
Interest Rate | 10% | |
Maturity Date | Feb. 28, 2023 | |
Long-term Debt, Gross | $ 25,000 | |
Frondeur Partners LLC Seven [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | Jun. 01, 2022 | |
Interest Rate | 10% | |
Maturity Date | Mar. 31, 2023 | |
Long-term Debt, Gross | $ 25,000 | |
Trilleum Partners LP Three [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | Jun. 15, 2022 | |
Interest Rate | 12% | |
Maturity Date | Jun. 15, 2023 | |
Long-term Debt, Gross | $ 165,000 | |
Convertible Notes Payable, Current | $ 150,000 | |
Third Party [Member] | ||
Convertible Notes (Details) - Schedule of summarizes the convertible notes [Line Items] | ||
Date Issued | Jul. 07, 2020 | |
Interest Rate | 10% | |
Maturity Date | Jul. 07, 2021 | |
Long-term Debt, Gross | $ 84,681 | $ 84,681 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | 1 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible Debt Schedule [Line Items] | ||
Long-term Debt, Gross | $ 593,681 | $ 84,681 |
Convertible Notes Payable, Current | $ 286,210 | $ 84,681 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Trilleum Partners LP Three [Member] | ||
Convertible Debt Schedule [Line Items] | ||
Long-term Debt, Gross | $ 165,000 | |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 12% | |
Convertible Notes Payable, Current | $ 150,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Debt Conversion, Converted Instrument, Shares Issued | 1,500,000 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of loan payable - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Loans Payable (Details) - Schedule of loan payable [Line Items] | ||
Other Loans Payable | $ 564,000 | $ 40,400 |
Loan 1 [Member] | ||
Loans Payable (Details) - Schedule of loan payable [Line Items] | ||
Short-term Debt, Percentage Bearing Fixed Interest Rate | 1% | |
Other Loans Payable, Current | $ 27,000 | 0 |
Loan 2 [Member] | ||
Loans Payable (Details) - Schedule of loan payable [Line Items] | ||
Short-term Debt, Percentage Bearing Fixed Interest Rate | 1% | |
Other Loans Payable, Current | $ 3,000 | 0 |
Loan 3 [Member] | ||
Loans Payable (Details) - Schedule of loan payable [Line Items] | ||
Short-term Debt, Percentage Bearing Fixed Interest Rate | 8% | |
Other Loans Payable, Current | $ 64,000 | 0 |
Loan 4 [Member] | ||
Loans Payable (Details) - Schedule of loan payable [Line Items] | ||
Short-term Debt, Percentage Bearing Fixed Interest Rate | 8% | |
Other Loans Payable, Current | $ 160,500 | 0 |
Loan 5 [Member] | ||
Loans Payable (Details) - Schedule of loan payable [Line Items] | ||
Long-term Debt, Percentage Bearing Fixed Interest Rate | 3.75% | |
Other Loans Payable, Noncurrent | $ 309,500 | $ 40,400 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Jan. 04, 2016 | Dec. 23, 2015 | Dec. 02, 2015 | Nov. 13, 2015 | Sep. 15, 2015 | Sep. 01, 2015 | Aug. 21, 2015 | Aug. 12, 2015 | Jul. 03, 2015 | May 29, 2015 | Mar. 29, 2015 | Jan. 29, 2015 | Dec. 04, 2014 | Sep. 18, 2014 | Feb. 27, 2014 | Aug. 12, 2013 | May 30, 2013 | Feb. 28, 2022 | Dec. 31, 2015 | Jun. 30, 2022 | |
Loan 1 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from other short term debt | $ 25,000 | $ 2,000 | ||||||||||||||||||
Other loans payable current | $ 27,000 | |||||||||||||||||||
Short term debt fixed rate of interest percentage | 1% | |||||||||||||||||||
Loan 2 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from other short term debt | $ 10,200 | $ 6,000 | ||||||||||||||||||
Short term debt fixed rate of interest percentage | 1% | |||||||||||||||||||
Repayment of other short term debt | $ 13,200 | |||||||||||||||||||
Loan 3 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from other short term debt | $ 45,000 | $ 22,000 | $ 5,000 | $ 4,000 | $ 35,000 | |||||||||||||||
Short term debt fixed rate of interest percentage | 8% | |||||||||||||||||||
Loan 4 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from other short term debt | $ 10,000 | $ 30,000 | $ 25,000 | $ 40,000 | $ 25,000 | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||
Short term debt fixed rate of interest percentage | 8% | |||||||||||||||||||
Loan 5 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from other long term debt | $ 269,200 | |||||||||||||||||||
Debt instrument monthly instalment of principal | $ 1,506 |
Loans Payable (Details) - Sche
Loans Payable (Details) - Schedule of maturities of long-term debt - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
December 31, 2022 (remainder of year) | $ 254,500 | |
December 31, 2023 | 5,994 | |
December 31, 2024 | 6,807 | |
December 31, 2025 | 7,066 | |
December 31, 2026 | 7,336 | |
Thereafter | 282,297 | |
Total payments | $ 564,000 | $ 40,400 |
Put Premium on Stock Settled _3
Put Premium on Stock Settled Debt (Details) - Schedule of reconciliation of put premium on stock settled debt | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Schedule of reconciliation of put premium on stock settled debt [Abstract] | |
Balance at December 31, 2021 | shares | 0 |
Add: put premium acquired in Merger | $ 230,743 |
Add: Gain on new methodology for accounting for debt conversion features | 84,681 |
Add: put premium on new debt issuances | 10,714 |
Less: put premium on convertible debt extinguished | $ (166,457) |
Balance at June 30 , 2022 | shares | 159,681 |
Put Premium on Stock Settled _4
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Premium on stock | $ 588,156 |
Put premium on stock settled debt | $ 159,681 |
Travel Data Solutions, Inc.[Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 18-Nov-17 |
Maturity Date | 30-Nov-19 |
Premium on stock | $ 100,000 |
Discount Percentage | 0% |
Put premium on stock settled debt | $ 0 |
Travel Data Solutions, Inc.[Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 18-Jan-19 |
Maturity Date | 31-Jan-20 |
Premium on stock | $ 25,000 |
Discount Percentage | 0% |
Put premium on stock settled debt | $ 0 |
Third party [Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 7-Jul-20 |
Maturity Date | 7-Jul-21 |
Premium on stock | $ 84,681 |
Discount Percentage | 50% |
Put premium on stock settled debt | $ 84,681 |
Trillium Partners, LP [Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 25-May-21 |
Maturity Date | 25-May-22 |
Premium on stock | $ 22,000 |
Discount Percentage | 0% |
Put premium on stock settled debt | $ 0 |
Trillium Partners, LP [Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 06-Jul-21 |
Maturity Date | 06-Jul-22 |
Premium on stock | $ 22,000 |
Discount Percentage | 0% |
Put premium on stock settled debt | $ 0 |
Frondeur Partners LLC [Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 01-Dec-21 |
Maturity Date | 30-Sep-22 |
Premium on stock | $ 25,000 |
Discount Percentage | 30% |
Put premium on stock settled debt | $ 10,714 |
Frondeur Partners LLC [Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 01-Jan-22 |
Maturity Date | 31-Oct-22 |
Premium on stock | $ 25,000 |
Discount Percentage | 30% |
Put premium on stock settled debt | $ 10,714 |
Frondeur Partners LLC [Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 01-Feb-22 |
Maturity Date | 30-Nov-22 |
Premium on stock | $ 25,000 |
Discount Percentage | 30% |
Put premium on stock settled debt | $ 10,714 |
Frondeur Partners LLC [Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 01-Mar-22 |
Maturity Date | 31-Dec-22 |
Premium on stock | $ 25,000 |
Discount Percentage | 30% |
Put premium on stock settled debt | $ 10,714 |
Frondeur Partners LLC [Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 01-Apr-22 |
Maturity Date | 31-Jan-23 |
Premium on stock | $ 25,000 |
Discount Percentage | 30% |
Put premium on stock settled debt | $ 10,714 |
Frondeur Partners LLC [Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 01-May-22 |
Maturity Date | 28-Feb-23 |
Premium on stock | $ 25,000 |
Discount Percentage | 30% |
Put premium on stock settled debt | $ 10,714 |
Frondeur Partners LLC [Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 01-Jun-22 |
Maturity Date | 31-Mar-23 |
Premium on stock | $ 25,000 |
Discount Percentage | 30% |
Put premium on stock settled debt | $ 10,716 |
Trillium Partner LP [Member] | |
Put Premium on Stock Settled Debt (Details) - Schedule of put premium by individual debt instrument [Line Items] | |
Date Issued | 15-Jun-22 |
Maturity Date | 15-Jun-23 |
Premium on stock | $ 150,625 |
Discount Percentage | 0% |
Put premium on stock settled debt | $ 0 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Schedule of assumptions used in the calculations of its derivatives - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Derivative Liability [Abstract] | ||
Stock price | $ 0 | $ 0.1 |
Exercise price | $ 0 | $ 0.05 |
Contractual term (in years) | 7 months 28 days | |
Volatility (annual) | 0% | 83% |
Risk-free rate | 0% | 0.39% |
Common Stock (Details)
Common Stock (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Dividends, Common Stock [Abstract] | ||
Extinguishment of convertible debt | $ 7,662,768,291 | |
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of shares of common stock for the extinguishment of convertible debt | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Extinguishment of Debt [Line Items] | |
Shares (in Shares) | shares | 7,662,768,291 |
Principal Retired | $ 415,600 |
Accrued interest | 65,753 |
Fees | 71,660 |
Total | $ 553,013 |
Livingston Asset Management LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 7-Mar-22 |
Shares (in Shares) | shares | 154,190,143 |
Principal Retired | $ 25,000 |
Accrued interest | 4,085 |
Fees | 3,295 |
Total | $ 32,380 |
Livingston Asset Management LLC One [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 7-Mar-22 |
Shares (in Shares) | shares | 152,370,190 |
Principal Retired | $ 25,000 |
Accrued interest | 3,703 |
Fees | 3,295 |
Total | $ 31,998 |
Trillium Partners, LP [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 7-Mar-22 |
Shares (in Shares) | shares | 220,029,400 |
Principal Retired | $ 17,000 |
Accrued interest | 4,085 |
Fees | 3,295 |
Total | $ 24,380 |
Livingston Asset Management LLC Two [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 17-Mar-22 |
Shares (in Shares) | shares | 462,218,243 |
Principal Retired | $ 25,000 |
Accrued interest | 3,295 |
Fees | 3,295 |
Total | $ 31,590 |
Livingston Asset Management LLC Three [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 6-May-22 |
Shares (in Shares) | shares | 315,275,000 |
Principal Retired | $ 9,500 |
Accrued interest | 2,969 |
Fees | 3,295 |
Total | $ 15,764 |
Livingston Asset Management LLC Four [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 6-May-22 |
Shares (in Shares) | shares | 392,525,000 |
Principal Retired | $ 12,500 |
Accrued interest | 3,831 |
Fees | 3,295 |
Total | $ 19,626 |
Livingston Asset Management LLC Five [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 19-May-22 |
Shares (in Shares) | shares | 50,910,200 |
Principal Retired | $ 1,100 |
Accrued interest | 396 |
Fees | 1,050 |
Total | $ 2,546 |
Livingston Asset Management LLC Six [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 19-May-22 |
Shares (in Shares) | shares | 185,850,000 |
Principal Retired | $ 4,500 |
Accrued interest | 1,498 |
Fees | 3,295 |
Total | $ 9,293 |
Livingston Asset Management LLC Seven [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 6-Jun-22 |
Shares (in Shares) | shares | 376,768,000 |
Principal Retired | $ 18,750 |
Accrued interest | 4,329 |
Fees | 3,295 |
Total | $ 26,374 |
Livingston Asset Management LLC Eight [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 6-Jun-22 |
Shares (in Shares) | shares | 316,566,800 |
Principal Retired | $ 10,000 |
Accrued interest | 3,773 |
Fees | 2,055 |
Total | $ 15,828 |
Livingston Asset Management LLC Nine [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 10-Jun-22 |
Shares (in Shares) | shares | 163,772,200 |
Principal Retired | $ 0 |
Accrued interest | 6,134 |
Fees | 2,055 |
Total | $ 8,189 |
Livingston Asset Management LLC Ten [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 14-Jun-22 |
Shares (in Shares) | shares | 140,214,000 |
Principal Retired | $ 6,250 |
Accrued interest | 270 |
Fees | 3,295 |
Total | $ 9,815 |
Oscalata Partners LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 15-Jun-22 |
Shares (in Shares) | shares | 300,727,400 |
Principal Retired | $ 11,000 |
Accrued interest | 741 |
Fees | 3,295 |
Total | $ 15,036 |
Livingston Asset Management LLC Eleven [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 17-Jun-22 |
Shares (in Shares) | shares | 467,932,429 |
Principal Retired | $ 25,000 |
Accrued interest | 4,460 |
Fees | 3,295 |
Total | $ 32,755 |
Livingston Asset Management LLC Twelve [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 17-Jun-22 |
Shares (in Shares) | shares | 463,470,571 |
Principal Retired | $ 25,000 |
Accrued interest | 4,148 |
Fees | 3,295 |
Total | $ 32,443 |
Livingston Asset Management LLC Thirteen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 22-Jun-22 |
Shares (in Shares) | shares | 458,010,714 |
Principal Retired | $ 25,000 |
Accrued interest | 3,766 |
Fees | 3,295 |
Total | $ 32,061 |
Livingston Asset Management LLC Fourteen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 23-Jun-22 |
Shares (in Shares) | shares | 453,588,000 |
Principal Retired | $ 25,000 |
Accrued interest | 3,456 |
Fees | 3,295 |
Total | $ 31,751 |
Livingston Asset Management LLC Fifteen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 23-Jun-22 |
Shares (in Shares) | shares | 443,529,286 |
Principal Retired | $ 25,000 |
Accrued interest | 2,752 |
Fees | 3,295 |
Total | $ 31,047 |
Livingston Asset Management LLC Sixteen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 27-Jun-22 |
Shares (in Shares) | shares | 434,833,714 |
Principal Retired | $ 25,000 |
Accrued interest | 2,023 |
Fees | 3,415 |
Total | $ 30,438 |
Livingston Asset Management LLC Seventeen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 27-Jun-22 |
Shares (in Shares) | shares | 413,336,143 |
Principal Retired | $ 25,000 |
Accrued interest | 519 |
Fees | 3,415 |
Total | $ 28,934 |
Livingston Asset Management LLC Eighteen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 28-Jun-22 |
Shares (in Shares) | shares | 434,891,429 |
Principal Retired | $ 25,000 |
Accrued interest | 2,027 |
Fees | 3,415 |
Total | $ 30,442 |
Livingston Asset Management LLC Nineteen [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 29-Jun-22 |
Shares (in Shares) | shares | 432,347,429 |
Principal Retired | $ 25,000 |
Accrued interest | 1,849 |
Fees | 3,415 |
Total | $ 30,264 |
Frondeur Partners LLC [Member] | |
Extinguishment of Debt [Line Items] | |
Date | 30-Jun-22 |
Shares (in Shares) | shares | 429,412,000 |
Principal Retired | $ 25,000 |
Accrued interest | 1,644 |
Fees | 3,415 |
Total | $ 30,059 |
Warrants (Details)
Warrants (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Frondeur Partners, LLC [Member] | |
Warrants Details [Line Items] | |
Warrant to purchase common shares (in Shares) | shares | 62,500,000 |
Class of warrant or right, Exercise price of warrants or rights | $ / shares | $ 0.0001 |
Warrant expiry term | 5 years |
Fair value of the warrants (in Dollars) | $ 12,493 |
Fair value of warrants exercise price (in Dollars per share) | $ / shares | $ 0.0001 |
Fair value of warrants risk free rate | $ 2.94 |
Fair value of warrants volatility | 300.20% |
Fair value of warrants term | 5 years |
Frondeur Partners, LLC [Member] | Convertible Note [Member] | |
Warrants Details [Line Items] | |
Initial tranche (in Dollars) | $ 25,000 |
Trillium Partners, LP [Member] | |
Warrants Details [Line Items] | |
Warrant to purchase common shares (in Shares) | shares | 1,500,000 |
Class of warrant or right, Exercise price of warrants or rights | $ / shares | $ 0.0001 |
Warrant expiry term | 5 years |
Fair value of the warrants (in Dollars) | $ 299,974 |
Fair value of warrants exercise price (in Dollars per share) | $ / shares | $ 0.0001 |
Fair value of warrants risk free rate | $ 3.39 |
Fair value of warrants volatility | 288.23% |
Fair value of warrants term | 7 years |
Trillium Partners, LP [Member] | Convertible Note [Member] | |
Warrants Details [Line Items] | |
Initial tranche (in Dollars) | $ 165,000 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of outstanding stock warrants | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Schedule Of Outstanding Stock Warrants [Abstract] | |
Balance at December 31, 2021 | shares | 0 |
Shares available to purchase with warrants, Issued (in Shares) | shares | 1,562,500,000 |
Shares available to purchase with warrants, Exercised (in Shares) | $ | $ 0 |
Shares available to purchase with warrants, Forfeited (in Shares) | shares | 0 |
Shares available to purchase with warrants, Expired (in Shares) | shares | 0 |
Balance at June 30 , 2022 | shares | 1,562,500,000 |
Shares available to purchase with warrants, Exercisable (in Shares) | shares | 1,562,500,000 |
Weighted Average Price, beginning balance | $ 0 |
Weighted Average Price, Issued | 0.0001 |
Weighted Average Price, Exercised | 0 |
Weighted Average Price, Forfeited | 0 |
Weighted Average Price, Expired | 0 |
Weighted Average Price, ending balance | 0.0001 |
Weighted Average Price, Exercisable | 0.0001 |
Weighted Average Fair Value, beginning balance | 0 |
Weighted Average Fair Value, Issued | 0.0002 |
Weighted Average Fair Value, Exercised | 0 |
Weighted Average Fair Value, Forfeited | 0 |
Weighted Average Fair Value, Expired | 0 |
Weighted Average Fair Value, ending balance | 0.0002 |
Weighted Average Fair Value, Exercisable | $ 0.0002 |
Warrants (Details) - Schedule_2
Warrants (Details) - Schedule of significant to the fair value measurement | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Schedule of Significant to the Fair Value Measurement [Line Items] | |
Range of Exercise Prices | $ 0.0001 |
Number Outstanding (in Shares) | shares | 1,562,500,000 |
Weighted Average Remaining Contractual Life | 6 years 11 months 1 day |
Weighted Average Exercise Price | $ 0.0001 |
Preferred Stock (Details)
Preferred Stock (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Series A Convertible Preferred Stock [Member] | ||
Preferred Stock (Details) [Line Items] | ||
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. | |
Preferred stock, shares outstanding | 3,381,520 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred Stock (Details) [Line Items] | ||
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. | |
Preferred stock, shares outstanding | 5,000 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Preferred Stock (Details) [Line Items] | ||
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. | |
Preferred stock, shares outstanding | 5,000,000 | 0 |
Series D Convertible Preferred Stock [Member] | ||
Preferred Stock (Details) [Line Items] | ||
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. | |
Preferred stock, shares outstanding | 125,000 | 0 |
Series E Convertible Preferred Stock [Member] | ||
Preferred Stock (Details) [Line Items] | ||
Convertible preferred stock, description | 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. | |
Series AA and Super preferred stock [Member] | ||
Preferred Stock (Details) [Line Items] | ||
Convertible preferred stock, description | Series AA and Super Convertible Preferred Stock, has a par value of $0.001, may be converted at the holder’s election into shares of common stock at the conversion rate of one share of common stock for one share of Preferred Stock. | |
Preferred stock, shares outstanding | 0 | 652,759 |
Series F Convertible Preferred Stock [Member] | ||
Preferred Stock (Details) [Line Items] | ||
Convertible preferred stock, description | Series F Convertible Preferred Stock, has a par value of $0.001, may be converted at the holder’s election into shares of common stock at the current conversion rate of 93,761,718 shares of common stock for one share of Series F Preferred Stock. Each share is entitled to 93,761,718 votes, voting with the common stock as a single class, has no liquidation rights and is not entitled to receive dividends. | |
Preferred stock, shares outstanding | 101 | 0 |
Series G Convertible Preferred Stock [Member] | ||
Preferred Stock (Details) [Line Items] | ||
Convertible preferred stock, description | Series G Convertible Preferred Stock, has a par value of $0.001, may be converted at the holder’s election into shares of common stock for a period ending 18 months following issuance at the conversion rate that will result, in the aggregate, in the holders of Series G Preferred Stock receiving that number of shares of Common Stock which equals Seventy Eight Percent (78%) of the total issued and outstanding shares of commons stock of the company on a fully diluted basis. The Series G Preferred Stock shall vote with the common stock as a single class, has liquidation rights of $0.001 per share and is entitled to receive an annal dividend of 6% of the Stated Value (the “Divided Rate”), which shall be cumulative, payable solely upon redemption, liquidation, or conversion. | |
Preferred stock, shares outstanding | 1,000,000 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 08, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Salary per month | $ 10,000 | ||||
Accrued compensation | $ 472,000 | $ 472,000 | |||
Related party transaction amounts of transaction | 19,875 | $ 0 | 40,875 | $ 0 | |
Eddie Aizman [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued compensation | 597,074 | 597,074 | |||
Salary per year | 200,000 | ||||
Michael Lakshin [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued compensation | $ 597,074 | 597,074 | |||
Salary per year | $ 180,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | |
Feb. 13, 2017 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Obtained a default judgment amount | $ 27,083.74 | |
Amount of indebtedness | $ 1,600,000 |