Cover
Cover | 12 Months Ended |
Dec. 31, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | IGEN Networks Corp. |
Entity Central Index Key | 0001393540 |
Document Type | S-1 |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Incorporation State Country Code | NV |
Entity Tax Identification Number | 20-5879021 |
Entity Address Address Line 1 | 31772 Casino Drive, Suite C. |
Entity Address Address Line 2 | Suite C |
Entity Address City Or Town | Lake Elsinore |
Entity Address State Or Province | CA |
Entity Address Postal Zip Code | 92530 |
City Area Code | 855 |
Local Phone Number | 912-5378 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | |||
Cash | $ 57,516 | $ 26,731 | $ 0 |
Accounts and other receivables, net | 57,655 | 34,830 | 18,136 |
Inventory | 49,226 | 20,456 | 4,334 |
Prepaid expenses and deposits | 0 | 4,013 | |
Total Current Assets | 164,397 | 82,017 | 26,483 |
Goodwill | 505,508 | 505,508 | 505,508 |
Other Assets | 5,722 | 0 | |
Total Assets | 675,627 | 587,525 | 531,991 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 772,353 | 846,736 | 983,358 |
Current portion of deferred revenue, net of contract assets | 72,571 | 96,792 | 207,566 |
Notes payable, current portion | 33,033 | 5,943 | 0 |
Convertible debentures, current portion, net of discount of $22,645 and $55,708, respectively | 48,599 | 14,580 | 2,698 |
Derivative liabilities | 156,882 | 189,775 | 92,322 |
Total Current Liabilities | 1,083,438 | 1,153,826 | 1,285,944 |
Notes payable, net of current portion | 184,798 | 207,219 | 0 |
Convertible debentures, net of current portion, net of discount of $141,536 and $287,689, respectively | 0 | 55,570 | 18,423 |
Deferred revenue, net of contract assets and current portion | 78,076 | 42,020 | 54,899 |
Total Liabilities | 1,346,312 | 1,458,635 | 1,359,266 |
Stockholders' Deficit | |||
Common stock: Authorized - 1,490,000,000 shares with $0.001 par value issued and outstanding - 1,192,192,158 and 74,242,196 shares as of December 31, 2020 and 2019, respectively | 1,393,091 | 1,192,192 | 74,242 |
Additional paid-in capital | 14,305,307 | 13,068,978 | 10,697,216 |
Accumulated deficit | (16,497,964) | (15,185,187) | (11,630,660) |
Total Stockholders' Deficit | (798,066) | (923,017) | (859,202) |
Total Liabilities and Stockholders' Deficit | 675,627 | 587,525 | 531,991 |
Convertible Preferred Stock Series A [Member] | |||
Stockholders' Deficit | |||
Preferred stock value | 127,381 | 51,907 | 31,927 |
Series B preferred stock [Member] | |||
Stockholders' Deficit | |||
Total Stockholders' Deficit | 1,500 | 1,000 | 0 |
Preferred stock value | $ 1,500 | $ 1,000 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Liabilities | |||
Net of unamortized discount | $ 61,145 | $ 22,645 | $ 55,708 |
Convertible debentures, net of current portion, net of discount | $ 0 | $ 141,536 | $ 287,689 |
Stockholders' Deficit | |||
Common stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,740,000,000 | 1,490,000,000 | 1,490,000,000 |
Common stock, shares issued | 1,393,091,199 | 1,192,192,158 | 74,242,196 |
Common stock, shares outstanding | 1,393,091,199 | 1,192,192,158 | 74,242,196 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 124,868,383 | 10,000,000 | |
Series B preferred stock [Member] | |||
Stockholders' Deficit | |||
Preferred stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 1,000,000 | 10,000,000 |
Preferred stock, shares issued | 1,500,000 | 1,000,000 | 0 |
Preferred stock, shares outstanding | 1,500,000 | 1,000,000 | 0 |
Preferred stock, liquidation preference shares | $ 1,500 | $ 1,000 | |
Redeemable convertible preferred stock - Series A [Member] | |||
Stockholders' Deficit | |||
Preferred stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,250,000 | 1,250,000 | 1,250,000 |
Preferred stock, shares issued | 296,725 | 186,450 | 160,600 |
Preferred stock, shares outstanding | 296,725 | 186,450 | 160,600 |
Preferred stock, liquidation preference shares | $ 303,846 | $ 190,194 | $ 167,515 |
Preferred stock, liquidation preference shares, net of discount | $ 148,627 | $ 101,104 | $ 121,931 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||||||
Sales, services | $ 58,539 | $ 77,996 | $ 220,968 | $ 285,179 | $ 355,690 | $ 698,693 |
Sales, other | 0 | 0 | 0 | 8,436 | 12,317 | 25,126 |
Total Revenues | 58,539 | 77,996 | 220,968 | 293,615 | 368,007 | 723,819 |
Cost of goods sold | 49,556 | 43,118 | 164,270 | 135,662 | 271,363 | 516,057 |
Gross Profit | 8,983 | 34,878 | 56,698 | 157,953 | 96,644 | 207,762 |
Expenses: | ||||||
Selling, general and administrative expenses | 153,155 | 182,032 | 384,144 | 394,232 | 448,857 | 484,271 |
Management and consulting fees | 43,322 | 45,112 | 137,478 | 159,948 | 154,077 | 197,391 |
Payroll and related | 71,523 | 27,318 | 217,825 | 99,557 | 190,601 | 332,102 |
Stock-based director expense | 0 | 0 | 291,374 | 277,543 | 277,543 | 0 |
Total Expenses | 268,000 | 254,462 | 1,030,821 | 931,280 | 1,071,078 | 1,013,764 |
Loss Before Other Income (Expense) | (259,017) | (219,584) | (974,123) | (773,327) | (974,434) | (806,002) |
Other Income (Expense): | ||||||
Accretion of discounts on convertible debentures | (31,106) | (9,833) | (103,035) | (119,897) | (134,263) | (212,982) |
Change in fair value of derivative liabilities | 33,001 | 265,294 | 156,503 | (1,082,407) | (1,079,355) | 572,954 |
Loss on extinguishment of debt, net | 0 | (29,582) | 0 | (303,100) | 209,009 | 23,324 |
Interest expense | (5,244) | (33,745) | (20,196) | (231,188) | (242,411) | (9,719) |
Total Other Income (Expense), net | (3,349) | 192,134 | 33,272 | (1,736,592) | (1,665,038) | 326,929 |
Net Loss before Provision for Income Taxes | (2,639,472) | (479,073) | ||||
Provision for Income Taxes | 0 | 0 | ||||
Net Loss | (262,366) | (27,450) | (940,851) | (2,509,919) | (2,639,472) | (479,073) |
Increase in value of warrants | 0 | 0 | 0 | (370,726) | (370,726) | 0 |
Accrued and deemed dividend on redeemable convertible preferred stock | (169,740) | (119,822) | (371,926) | (458,269) | (544,329) | (102,087) |
Net loss attributable to common stockholders | $ (432,106) | $ (147,272) | $ (1,312,777) | $ (3,338,914) | $ (3,554,527) | $ (581,160) |
Basic and Diluted Loss per Common Share | $ 0 | $ 0 | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Weighted Average Number of Common Shares Outstanding | 1,329,721,262 | 1,113,460,014 | 1,263,939,724 | 646,347,824 | 786,228,507 | 68,619,041 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Deficit (Unaudited) - USD ($) | Total | Redeemable convertible preferred stock - Series A [Member] | Redeemable Convertible Preferred Stock Series A [Member] | Series B preferred stock [Member] | Common Stock | Series B, Preferred Share | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Subscription Receivable |
Balance, shares at Dec. 31, 2018 | 66,714,970 | ||||||||
Balance, amount at Dec. 31, 2018 | $ (556,539) | $ 0 | $ 66,715 | $ 0 | $ 10,426,245 | $ (11,049,499) | |||
Stock-based compensation, shares | 150,000 | ||||||||
Stock-based compensation, amount | 51,211 | 0 | $ 150 | 0 | 51,061 | 0 | |||
Common stock issued for cash, shares | 4,000,000 | ||||||||
Common stock issued for cash, amount | 135,000 | 0 | $ 4,000 | 0 | 131,000 | 0 | |||
Common stock issued in connection with debenture issuance, shares | 100,000 | ||||||||
Common stock issued in connection with debenture issuance, amount | 5,000 | 0 | $ 100 | 0 | 4,900 | 0 | |||
Common stock issued for debenture conversion, including related fees, shares | 300,000 | ||||||||
Common stock issued for debenture conversion, including related fees, amount | 7,165 | $ 0 | $ 300 | 0 | 6,865 | 0 | |||
Series A preferred stock issued for cash, net of costs and discounts, shares | 202,600 | ||||||||
Series A preferred stock issued for cash, net of costs and discounts, amount | 0 | $ 23,400 | 0 | 0 | 0 | 0 | |||
Accrued dividends and accretion of conversion feature on Series A preferred stock | (46,620) | 46,620 | 0 | 0 | 0 | (46,620) | |||
Deemed dividends related to conversion feature of Series A preferred stock | (55,468) | $ 0 | $ 0 | 0 | 0 | (55,468) | |||
Common stock issued for Series A preferred stock conversions, shares | (42,000) | 2,977,226 | |||||||
Common stock issued for Series A preferred stock conversions, amount | 80,122 | $ (38,093) | $ 2,977 | 0 | 77,145 | 0 | |||
Net loss | (479,073) | $ 0 | $ 0 | 0 | 0 | (479,073) | |||
Stock-based compensation | 51,000 | ||||||||
Increase in value of warrants | 0 | ||||||||
Balance, shares at Dec. 31, 2019 | 160,600 | 160,600 | 74,242,196 | ||||||
Balance, amount at Dec. 31, 2019 | (859,202) | $ 31,927 | $ 31,927 | $ 0 | $ 74,242 | 0 | 10,697,216 | (11,630,660) | |
Balance, shares at Dec. 31, 2018 | 66,714,970 | ||||||||
Balance, amount at Dec. 31, 2018 | (556,539) | 0 | $ 66,715 | 0 | 10,426,245 | (11,049,499) | |||
Net loss | (2,639,472) | $ 0 | 0 | 0 | 0 | (2,639,472) | |||
Shares of Series A preferred stock for cash, net of costs and discounts, shares | 333,850 | ||||||||
Shares of Series A preferred stock for cash, net of costs and discounts, amount | (262,888) | $ 46,544 | $ 0 | 0 | 0 | (262,888) | |||
Conversion of Series A preferred shares to common stock, shares | (308,000) | 272,256,929 | |||||||
Conversion of Series A preferred shares to common stock, amount | 446,108 | $ (105,984) | $ 272,257 | $ 0 | 375,872 | (202,021) | |||
Issuance of Series B preferred stock, shares | 1,000,000 | ||||||||
Issuance of Series B preferred stock, amount | 277,543 | 0 | 0 | $ 1,000 | 276,543 | 0 | |||
Accrued dividends on Series A preferred stock | (79,420) | 79,420 | $ 0 | 0 | 0 | (79,420) | |||
Shares of common stock issued for cash, shares | 44,803,645 | ||||||||
Shares of common stock issued for cash, amount | 202,973 | 0 | $ 44,804 | 0 | 158,169 | 0 | |||
Shares of common stock issued for conversion of convertible note, including fees, shares | 659,021,898 | ||||||||
Shares of common stock issued for conversion of convertible note, including fees, amount | 1,894,563 | 0 | $ 659,022 | 0 | 1,235,541 | 0 | |||
Stock-based compensation | 14,906 | 0 | $ 0 | 0 | 14,906 | 0 | |||
Cashless exercise of warrants, shares | 105,038,690 | ||||||||
Cashless exercise of warrants, amount | 0 | 0 | $ 105,038 | 0 | (105,038) | 0 | |||
Increase in fair value of warrants | 0 | 0 | $ 0 | 0 | 370,726 | (370,726) | |||
Issuance of common stock for conversion of payables, shares | 26,828,800 | ||||||||
Issuance of common stock for conversion of payables, amount | 67,072 | 0 | $ 26,829 | 0 | 40,243 | 0 | |||
Issuance of common stock for commitment fee on equity line, shares | 8,000,000 | ||||||||
Issuance of common stock for commitment fee on equity line, amount | 0 | 0 | $ 8,000 | 0 | (8,000) | 0 | |||
Issuance of common stock for commitment fee on inventory note, shares | 2,000,000 | ||||||||
Issuance of common stock for commitment fee on inventory note, amount | 14,800 | $ 0 | $ 2,000 | $ 0 | 12,800 | 0 | |||
Balance, shares at Dec. 31, 2020 | 186,450 | 186,450 | 1,000,000 | 1,192,192,158 | 1,000,000 | ||||
Balance, amount at Dec. 31, 2020 | (923,017) | $ 51,907 | $ 51,907 | $ 1,000 | $ 1,192,192 | $ 1,000 | 13,068,978 | (15,185,187) | $ 0 |
Balance, shares at Dec. 31, 2019 | 160,600 | 160,600 | 74,242,196 | ||||||
Balance, amount at Dec. 31, 2019 | (859,202) | $ 31,927 | $ 31,927 | 0 | $ 74,242 | 0 | 10,697,216 | (11,630,660) | |
Net loss | (859,173) | (859,173) | |||||||
Shares of Series A preferred stock for cash, net of costs and discounts, shares | 47,300 | ||||||||
Shares of Series A preferred stock for cash, net of costs and discounts, amount | 0 | $ 1,608 | 0 | $ 0 | 0 | 0 | |||
Conversion of Series A preferred shares to common stock, shares | (107,700) | 81,700,258 | |||||||
Conversion of Series A preferred shares to common stock, amount | 94,364 | $ (21,411) | $ 0 | $ 81,700 | 103,693 | (91,029) | |||
Issuance of Series B preferred stock, shares | 1,000,000 | ||||||||
Issuance of Series B preferred stock, amount | 277,543 | 0 | $ 1,000 | 0 | 276,543 | 0 | |||
Accrued dividends on Series A preferred stock | (1,742) | 1,742 | $ 0 | $ 0 | 0 | (1,742) | |||
Shares of common stock issued for cash, shares | 26,750,000 | ||||||||
Shares of common stock issued for cash, amount | 151,250 | $ 0 | $ 26,750 | 124,500 | |||||
Shares of common stock issued for conversion of convertible note, including fees, shares | 95,216,504 | ||||||||
Shares of common stock issued for conversion of convertible note, including fees, amount | 270,970 | $ 95,217 | 175,753 | ||||||
Stock-based compensation | 14,906 | 14,906 | |||||||
Balance, shares at Mar. 31, 2020 | 100,200 | 1,000,000 | 277,908,958 | ||||||
Balance, amount at Mar. 31, 2020 | (911,084) | $ 13,866 | $ 1,000 | $ 277,909 | 11,392,611 | (12,582,604) | |||
Balance, shares at Dec. 31, 2019 | 160,600 | 160,600 | 74,242,196 | ||||||
Balance, amount at Dec. 31, 2019 | (859,202) | $ 31,927 | $ 31,927 | $ 0 | $ 74,242 | 0 | 10,697,216 | (11,630,660) | |
Net loss | (2,509,919) | ||||||||
Stock-based compensation | 15,000 | ||||||||
Increase in value of warrants | 370,726 | ||||||||
Balance, shares at Sep. 30, 2020 | 205,700 | 1,000,000 | 1,144,394,069 | ||||||
Balance, amount at Sep. 30, 2020 | (927,729) | $ 35,439 | $ 1,000 | $ 1,144,394 | 12,896,451 | (14,969,574) | |||
Balance, shares at Dec. 31, 2019 | 160,600 | 160,600 | 74,242,196 | ||||||
Balance, amount at Dec. 31, 2019 | (859,202) | $ 31,927 | $ 31,927 | $ 0 | $ 74,242 | $ 0 | 10,697,216 | (11,630,660) | |
Net loss | (2,639,472) | ||||||||
Stock-based compensation | 15,000 | ||||||||
Increase in value of warrants | 370,726 | ||||||||
Balance, shares at Dec. 31, 2020 | 186,450 | 186,450 | 1,000,000 | 1,192,192,158 | 1,000,000 | ||||
Balance, amount at Dec. 31, 2020 | (923,017) | $ 51,907 | $ 51,907 | $ 1,000 | $ 1,192,192 | $ 1,000 | 13,068,978 | (15,185,187) | 0 |
Balance, shares at Mar. 31, 2020 | 100,200 | 1,000,000 | 277,908,958 | ||||||
Balance, amount at Mar. 31, 2020 | (911,084) | $ 13,866 | $ 1,000 | $ 277,909 | 11,392,611 | (12,582,604) | |||
Net loss | (1,623,296) | (1,623,296) | |||||||
Shares of Series A preferred stock for cash, net of costs and discounts, shares | 100,100 | ||||||||
Shares of Series A preferred stock for cash, net of costs and discounts, amount | (156,472) | (156,472) | |||||||
Conversion of Series A preferred shares to common stock, shares | (40,500) | 117,506,731 | |||||||
Conversion of Series A preferred shares to common stock, amount | 129,087 | $ (10,115) | $ 117,507 | 37,230 | (25,650) | ||||
Accrued dividends on Series A preferred stock | (63,554) | $ 63,554 | (63,554) | ||||||
Shares of common stock issued for conversion of convertible note, including fees, shares | 524,841,289 | ||||||||
Shares of common stock issued for conversion of convertible note, including fees, amount | 1,262,993 | $ 524,841 | 738,152 | ||||||
Issuance of common stock for conversion of payables, shares | 26,828,800 | ||||||||
Issuance of common stock for conversion of payables, amount | 67,072 | $ 26,829 | 40,243 | ||||||
Cashless exercise of warrant, shares | 62,579,483 | ||||||||
Cashless exercise of warrant, amount | $ 62,579 | (62,579) | |||||||
Increase in value of warrants | 370,726 | (370,726) | |||||||
Balance, shares at Jun. 30, 2020 | 159,800 | 1,000,000 | 1,009,665,261 | ||||||
Balance, amount at Jun. 30, 2020 | (1,295,254) | $ 67,305 | $ 1,000 | $ 1,009,665 | 12,516,383 | (14,822,302) | |||
Common stock issued for cash, shares | 8,000,000 | ||||||||
Common stock issued for cash, amount | $ 8,000 | (8,000) | |||||||
Net loss | (27,450) | (27,450) | |||||||
Shares of Series A preferred stock for cash, net of costs and discounts, shares | 105,600 | ||||||||
Shares of Series A preferred stock for cash, net of costs and discounts, amount | (106,416) | $ 14,428 | (106,416) | ||||||
Conversion of Series A preferred shares to common stock, shares | (47,300) | 43,305,496 | |||||||
Conversion of Series A preferred shares to common stock, amount | 154,915 | $ (60,418) | $ 45,306 | 108,891 | 718 | ||||
Accrued dividends on Series A preferred stock | (14,124) | $ 14,124 | (14,124) | ||||||
Shares of common stock issued for conversion of convertible note, including fees, shares | 38,964,105 | ||||||||
Shares of common stock issued for conversion of convertible note, including fees, amount | 360,600 | $ 38,964 | 321,636 | ||||||
Cashless exercise of warrant, shares | 42,459,207 | ||||||||
Cashless exercise of warrant, amount | $ 42,459 | (42,459) | |||||||
Increase in value of warrants | 0 | ||||||||
Balance, shares at Sep. 30, 2020 | 205,700 | 1,000,000 | 1,144,394,069 | ||||||
Balance, amount at Sep. 30, 2020 | (927,729) | $ 35,439 | $ 1,000 | $ 1,144,394 | 12,896,451 | (14,969,574) | |||
Balance, shares at Dec. 31, 2020 | 186,450 | 186,450 | 1,000,000 | 1,192,192,158 | 1,000,000 | ||||
Balance, amount at Dec. 31, 2020 | (923,017) | $ 51,907 | $ 51,907 | $ 1,000 | $ 1,192,192 | $ 1,000 | 13,068,978 | (15,185,187) | 0 |
Net loss | (352,548) | $ 0 | 0 | 0 | 0 | (352,548) | 0 | ||
Shares of Series A preferred stock for cash, net of costs and discounts, shares | 139,700 | ||||||||
Shares of Series A preferred stock for cash, net of costs and discounts, amount | (63,451) | $ 10,723 | 0 | $ 0 | 0 | (63,451) | 0 | ||
Conversion of Series A preferred shares to common stock, shares | (105,600) | 14,181,071 | |||||||
Conversion of Series A preferred shares to common stock, amount | 131,538 | $ (49,323) | $ 0 | $ 14,181 | 173,634 | (56,277) | 0 | ||
Issuance of Series B preferred stock, shares | 500,000 | ||||||||
Issuance of Series B preferred stock, amount | 278,447 | 0 | $ 500 | 0 | 277,947 | 0 | 0 | ||
Accrued dividends on Series A preferred stock | (21,733) | 21,733 | 0 | $ 0 | 0 | (21,733) | 0 | ||
Shares of common stock issued for cash, shares | 21,776,961 | ||||||||
Shares of common stock issued for cash, amount | 56,555 | 0 | 0 | $ 21,777 | 86,600 | 0 | (51,822) | ||
Shares of common stock issued for accrued expenses, shares | 3,243,875 | ||||||||
Shares of common stock issued for accrued expenses, amount | 16,543 | $ 0 | $ 0 | $ 3,244 | 13,299 | 0 | 0 | ||
Balance, shares at Mar. 31, 2021 | 220,550 | 1,500,000 | 1,231,394,065 | ||||||
Balance, amount at Mar. 31, 2021 | (877,666) | $ 35,040 | $ 1,500 | $ 1,231,394 | 13,620,458 | (15,679,196) | (51,822) | ||
Balance, shares at Dec. 31, 2020 | 186,450 | 186,450 | 1,000,000 | 1,192,192,158 | 1,000,000 | ||||
Balance, amount at Dec. 31, 2020 | (923,017) | $ 51,907 | $ 51,907 | $ 1,000 | $ 1,192,192 | $ 1,000 | 13,068,978 | (15,185,187) | 0 |
Net loss | (940,851) | ||||||||
Stock-based compensation | 0 | ||||||||
Increase in value of warrants | 0 | ||||||||
Balance, shares at Sep. 30, 2021 | 296,725 | 1,500,000 | 1,393,091,199 | ||||||
Balance, amount at Sep. 30, 2021 | (798,066) | $ 127,381 | $ 1,500 | $ 1,393,091 | 14,305,307 | (16,497,964) | 0 | ||
Balance, shares at Mar. 31, 2021 | 220,550 | 1,500,000 | 1,231,394,065 | ||||||
Balance, amount at Mar. 31, 2021 | (877,666) | $ 35,040 | $ 1,500 | $ 1,231,394 | 13,620,458 | (15,679,196) | (51,822) | ||
Net loss | (325,937) | $ 0 | 0 | 0 | 0 | (325,937) | 0 | ||
Shares of Series A preferred stock for cash, net of costs and discounts, shares | 178,475 | ||||||||
Shares of Series A preferred stock for cash, net of costs and discounts, amount | $ 87,342 | 0 | $ 0 | 0 | 0 | 0 | |||
Conversion of Series A preferred shares to common stock, shares | (80,850) | 13,561,935 | |||||||
Conversion of Series A preferred shares to common stock, amount | 91,761 | $ (57,812) | 0 | $ 13,562 | 101,238 | (23,039) | 0 | ||
Accrued dividends on Series A preferred stock | (37,686) | 37,686 | 0 | $ 0 | 0 | (37,686) | 0 | ||
Shares of common stock issued for cash, shares | 31,991,422 | ||||||||
Shares of common stock issued for cash, amount | 166,079 | 0 | 0 | $ 31,991 | 134,088 | 0 | 0 | ||
Collection of subscription receivable | 51,822 | 0 | 0 | $ 0 | 0 | 0 | 51,822 | ||
Conversion of debt to shares of common stock, shares | 1,780,825 | ||||||||
Conversion of debt to shares of common stock, amount | 18,610 | 0 | 0 | $ 1,781 | 16,829 | 0 | 0 | ||
Shares of common stock issued for compensation, shares | 1,790,271 | ||||||||
Shares of common stock issued for compensation, amount | 12,928 | $ 0 | $ 0 | $ 1,790 | 11,138 | 0 | 0 | ||
Balance, shares at Jun. 30, 2021 | 318,175 | 1,500,000 | 1,280,518,518 | ||||||
Balance, amount at Jun. 30, 2021 | (900,089) | $ 102,256 | $ 1,500 | $ 1,280,518 | 13,883,751 | (16,065,858) | 0 | ||
Net loss | (262,366) | $ 0 | 0 | 0 | 0 | (262,366) | 0 | ||
Shares of Series A preferred stock for cash, net of costs and discounts, shares | 118,250 | ||||||||
Shares of Series A preferred stock for cash, net of costs and discounts, amount | (9,103) | $ 4,186 | 0 | $ 0 | 0 | (9,103) | 0 | ||
Conversion of Series A preferred shares to common stock, shares | (139,700) | 34,253,488 | |||||||
Conversion of Series A preferred shares to common stock, amount | 140,511 | $ (22,228) | 0 | $ 34,253 | 223,729 | (117,471) | 0 | ||
Accrued dividends on Series A preferred stock | (43,166) | 43,166 | 0 | $ 0 | 0 | (43,166) | 0 | ||
Cashless exercise of warrants, shares | 498,260 | ||||||||
Cashless exercise of warrants, amount | 0 | 0 | 0 | $ 498 | (498) | 0 | 0 | ||
Increase in value of warrants | 0 | ||||||||
Shares of common stock issued for compensation, shares | 1,241,481 | ||||||||
Shares of common stock issued for compensation, amount | 6,450 | 0 | 0 | $ 1,241 | 5,209 | 0 | 0 | ||
Shares of common stock issued for equity line commitment fee, shares | 5,479,452 | ||||||||
Shares of common stock issued for equity line commitment fee, amount | 0 | 0 | 0 | $ 5,479 | (5,479) | 0 | 0 | ||
Shares of common stock issued for cash, net of offering costs, shares | 71,100,000 | ||||||||
Shares of common stock issued for cash, net of offering costs, amount | 269,697 | $ 0 | $ 0 | $ 71,100 | 198,597 | 0 | 0 | ||
Balance, shares at Sep. 30, 2021 | 296,725 | 1,500,000 | 1,393,091,199 | ||||||
Balance, amount at Sep. 30, 2021 | $ (798,066) | $ 127,381 | $ 1,500 | $ 1,393,091 | $ 14,305,307 | $ (16,497,964) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Cash Flows | ||||
Net loss | $ (940,851) | $ (2,509,919) | $ (2,639,472) | $ (479,073) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Accretion of discounts on convertible debentures and preferred stock | 103,035 | 119,897 | 134,263 | 212,982 |
Bad debts | 0 | 13,835 | ||
Change in fair value of derivative liabilities | (156,503) | 1,082,407 | 1,079,355 | (572,954) |
Interest charge for derivative liabilities in excess of face amount of debt | 0 | 164,310 | 164,310 | 0 |
Loss on settlement/extinguishment of debt | 0 | (303,100) | 209,009 | 23,324 |
Shares issued for services | 0 | 0 | 0 | 6,000 |
Stock-based compensation | 297,824 | 292,449 | 292,449 | 64,712 |
Changes in operating assets and liabilities: | ||||
Accounts and other receivables | (22,825) | 17,236 | (16,694) | (7,418) |
Inventory | (28,770) | (7,329) | (16,122) | 32,360 |
Prepaid expenses and deposits | 0 | 4,484 | ||
Prepaid and other assets | (5,722) | 0 | ||
Restricted cash | 0 | 0 | ||
Accounts payable and accrued liabilities | (44,585) | 50,155 | 42,294 | 176,142 |
Deferred revenue, net | 11,835 | (117,655) | (123,653) | (131,967) |
Net Cash Used in Operating Activities | (786,562) | (605,349) | (874,261) | (657,573) |
Cash Flows from Financing Activities | ||||
Proceeds from issuance of preferred stock, net of offering costs | 544,154 | 229,570 | 303,070 | 175,000 |
Repayment of notes payable and convertible debentures | (123,556) | (50,000) | ||
Proceeds from notes payable | 406,449 | |||
Repayment of notes payable | (50,000) | 0 | ||
Proceeds from convertible debentures, net of offering costs | 0 | 298,449 | 38,500 | 290,750 |
Proceeds from issuance of common stock | 544,154 | 151,250 | 202,973 | 135,000 |
Net Cash Provided by Financing Activities | 817,347 | 629,269 | 900,992 | 600,750 |
Change in Cash | 30,785 | 23,920 | 26,731 | (56,823) |
Cash, Beginning of Year | 26,731 | 0 | 0 | 56,823 |
Cash, End of Year | 57,516 | 23,920 | 26,731 | 0 |
Supplemental Disclosures: | ||||
Interest paid | 0 | 0 | ||
Income taxes paid | 0 | 0 | ||
Conversion of notes payable and accrued interest: | ||||
Fair value of common shares issued | 18,610 | 1,894,562 | 1,895,562 | 0 |
Derecognition of notes payable and accrued interest | (9,616) | (372,454) | (372,454) | 0 |
Derecognition of unamortized discount | 0 | 229,322 | 229,322 | 0 |
Derecognition of derivative liabilities | (8,994) | (1,448,326) | (1,448,326) | 0 |
Conversion of preferred stock: | ||||
Fair value of common stock issued | 560,597 | 494,327 | 648,129 | 0 |
Derecognition of preferred stock | (293,057) | (272,221) | (376,325) | 92,287 |
Derecognition of unamortized discount | 157,833 | 163,326 | 259,971 | 0 |
Derecognition of derivative liabilities | (234,443) | (286,782) | (286,782) | 0 |
Deemed divided | (196,787) | (87,897) | (215,039) | (102,088) |
Discount related to issuance of preferred stock | 294,499 | 213,534 | 256,526 | 690,398 |
Deemed dividends on preferred stock (excluding conversions) | (89,144) | (262,901) | (262,901) | (219,767) |
Cashless exercise of warrants | 105,038 | 0 | ||
Original issue discount on convertible debt | 0 | 68,250 | ||
Increase in value of warrants | 0 | 370,726 | 370,726 | 0 |
Conversion of accrued liabilities with issuance of common stock | 0 | 67,073 | 67,073 | 0 |
Issuance of common shares for commitment fee on equity line | 5,479 | 8,000 | 8,000 | 0 |
Discount for issuance of convertible debt | 0 | 50,000 | 184,841 | 0 |
Reclassification of security deposit to accounts payable | $ 0 | $ 4,013 | $ 4,013 | $ 0 |
Organization and Description of
Organization and Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization and Description of Business | ||
1. Organization and Description of Business | 1. Organization and Description of Business IGEN Networks Corp. (“IGEN”, the “Company”, “we”, “our”) was incorporated in the State of Nevada on November 14, 2006, under the name of Nurse Solutions Inc. On September 19, 2008, the Company changed its name to Sync2 Entertainment Corporation and traded under the symbol SYTO. On September 15, 2008, the Company became a reporting issuer in British Columbia, Canada. On May 26, 2009, the Company changed its name to IGEN Networks Corp. On March 25, 2015, the Company was listed on the Canadian Securities Exchange (CSE) under the trading symbol IGN and the Company became a reporting Venture Issuer in British Columbia and Ontario, Canada. The Company’s principal business is the development and marketing of software services for the management and protection of commercial and consumer vehicle assets along with driving behavior and profile of these assets. The software services are delivered from AWS Cloud infrastructure over wireless networks and accessed from mobile or desktop devices. The software services are marketed to automotive dealers, financial institutions, governments, and direct-to-consumer markets through the Company’s commercial and consumer brands. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced recurring losses from operations, has negative operating cash flows since inception, has a working capital deficit of $919,041 and an accumulated deficit of $16,497,964 as of September 30, 2021, and is dependent on its ability to raise capital from stockholders or other sources to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, the Company plans to achieve profitable operations through the increase in revenue base and successfully grow its operations organically or through acquisitions. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. | 1. Organization and Description of Business IGEN Networks Corp. (“IGEN”, the “Company”, “we”, “our”) was incorporated in the State of Nevada on November 14, 2006, under the name of Nurse Solutions Inc. On September 19, 2008, the Company changed its name to Sync2 Entertainment Corporation and traded under the symbol SYTO. On September 15, 2008, the Company became a reporting issuer in British Columbia, Canada. On May 26, 2009, the Company changed its name to IGEN Networks Corp. On March 25, 2015, the Company was listed on the Canadian Securities Exchange (CSE) under the trading symbol IGN and the Company became a reporting Venture Issuer in British Columbia and Ontario, Canada. The Company’s principal business is the development and marketing of software services for the automotive industry. The Company works with wireless carriers, hardware suppliers and software developers to provide direct and secure access to information on the vehicle and the driver’s behavior. The software services are delivered from the AWS Cloud to the consumer and their families over the wireless networks and accessed from any mobile or desktop device. The software services are marketed to automotive dealers, financial institutions, and direct-to-consumer through various commercial and consumer brands. Going Concern The consolidated financial statements as of and for the year ended December 31, 2020 have been prepared assuming that the Company will continue as a going concern. The Company has experienced recurring losses from operations and has negative operating cash flows since inception, has a working capital deficit of $1,071,809 and an accumulated deficit of $15,185,157 as of December 31, 2020, and is dependent on its ability to raise capital from stockholders or other sources to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, the Company plans to achieve profitable operations through the increase in revenue base and successfully growing its operations organically or through acquisitions. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
2. Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation These condensed consolidated financial statements and related notes include the records of the Company and the Company’s wholly-owned subsidiary, Nimbo Tracking LLC which is formed in the USA. The condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited consolidated financial statements, and these unaudited condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and include all assets, liabilities, revenues and expenses of the Company and its wholly-owned subsidiary. All material intercompany transactions and balances have been eliminated. These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain information required by U.S. GAAP has been condensed or omitted in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The results for the three and nine month periods ended September 30, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2021, or for any future period. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, valuation of inventory, the useful life and recoverability of equipment, impairment of goodwill, valuation of notes payable and convertible debentures, fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less at the time of acquisition to be cash equivalents. Accounts Receivable Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. As of September 30, 2021 and December 31, 2020, the allowance for doubtful accounts was approximately $4,000 and $22,000, respectively. Inventory Inventory consists of vehicle tracking and recovery devices and is comprised entirely of finished goods that can be resold. Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. There was no provision for inventory impairment recorded as of September 30, 2021 and December 31, 2020. Equipment Office equipment, computer equipment, and software are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed. All equipment was fully depreciated as of December 31, 2019. For purposes of computing depreciation, the method of depreciating equipment is as follows: Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line Goodwill Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company has only one reporting unit. Therefore, all of the Company’s goodwill relates to that reporting unit, and at September 30, 2021 and December 31, 2020, the carrying value for that reporting unit is negative. Impairment of Long-lived Assets The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset during the year the impairment occurs. Financial Instruments In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” the Company is to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. See Note 4 for fair value measurement information related to the Company’s derivative liabilities. The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash and cash equivalents is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions. Revenue Recognition and Deferred Revenue We recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue in accordance with U.S. GAAP. Title and risk of loss generally pass to our customers upon delivery, as we have insurance for lost shipments. In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. We derive substantially all our revenues from the sale of products and services combined into one performance obligation. Product revenue includes the shipment of product according to the agreement with our customers. Service revenue include vehicle tracking services and customer support (technical support), installations and consulting. A contract usually includes both product and services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Performance obligations include, but are not limited to, pass-thru harnesses and vehicle tracking services. Almost all of our revenues are derived from customers located in United States of America in the auto industry. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are not sold on a standalone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. The Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. For arrangements under which the Company provides vehicle tracking services, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program. Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. Revenue relating to the sale of service fees on its vehicle tracking and recovery services is recognized over the life of the contact. The service renewal fees are offered in terms ranging from 12 to 36 months and are generally payable upon delivery of the vehicle tracking devices or in full upon renewal. Deferred revenues are recorded net of contract assets when cash payments are received from customers in advance of the Company’s performance. Contract assets represent the costs of (1) commission costs, (2) installation costs, and (3) the underlying hardware to enable the Company to perform on its contract with customers and are amortized using the same method and term as deferred revenues. As of September 30, 2021 and December 31, 2020, deferred revenues, net of contract assets totaled $150,647 and $138,812, respectively, and contract assets totaled $48,556 and $66,022, respectively. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion. During the nine months ended September 30, 2021, the Company recorded additions to deferred revenues of $207,516 and recognized total revenues of $180,177 through the amortization of deferred revenues. During the nine months ended September 30, 2021, the Company recognized revenues of $118,048 related to deferred revenues outstanding as of December 31, 2020 as the services were performed. Financing Costs and Debt Discount Financing costs and debt discounts are recorded as reductions to the carrying value of notes payable and convertible debentures. Amortization of financing costs and the debt discounts is calculated using the effective interest method over the term of the debt and is recorded as interest expense in the consolidated statement of operations. Income Taxes Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Stock-based Compensation The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur. Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Loss Per Share Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share give effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, and convertible debentures, using the if-converted method. In computing diluted earnings (loss) per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted earnings (loss) per share exclude all potentially issuable shares if their effect is anti-dilutive. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented. As of September 30, 2021 and 2020, the Company has 254,372,781 and 400,697,063 potentially dilutive shares outstanding, respectively. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40)” | 2. Summary of Significant Accounting Policies Basic of Presentation and Consolidation These consolidated financial statements and related notes include the records of the Company and the Company’s wholly-owned subsidiary, Nimbo Tracking LLC, which is based in the USA. All intercompany transactions and balances have been eliminated. These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), are expressed in U.S. dollars, and, in management’s opinion, have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below. Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, valuation of inventory, the useful life and recoverability of equipment, impairment of goodwill, valuation of notes payable and convertible debentures, fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less at the time of acquisition to be cash equivalents. Accounts Receivable Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. As of December 31, 2020 and 2019, the allowance for doubtful accounts was approximately $22,000 and $21,000, respectively. Inventory Inventory consists of vehicle tracking and recovery devices and is comprised entirely of finished goods that can be resold. Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. There was no provision for inventory recorded during the years ended December 31, 2020 and 2019. Equipment Office equipment, computer equipment, and software are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed. All equipment was fully depreciated as of December 31, 2020 and 2019. For purposes of computing depreciation, the method of depreciating equipment is as follows: Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line Goodwill Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company has only one reporting unit. Therefore, all of the Company’s goodwill relates to that reporting unit, and at December 31, 2020 and 2019, the carrying value for that reporting unit is negative. Impairment of Long-lived Assets The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset during the year the impairment occurs. Fair Value Measurements and Financial Instruments In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” the Company is to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. See Note 7 for fair value measurement information related to the Company’s derivative liabilities. The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash and accounts receivable. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions. Revenue Recognition and Deferred Revenue We recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue in accordance with U.S. GAAP. Title and risk of loss generally pass to our customers upon delivery, as we have insurance for lost shipments. In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. We derive substantially all our revenues from the sale of products and services combined into one performance obligation. Product revenue includes the shipment of product according to the agreement with our customers. Service revenue include vehicle tracking services and customer support (technical support), installations and consulting. A contract usually includes both product and services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Performance obligations include, but are not limited to, pass-thru harnesses and vehicle tracking services. Almost all of our revenues are derived from customers located in United States of America in the auto industry. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are not sold on a standalone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. The Company has insignificant revenues related to product sales. For these revenues, the Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. For arrangements under which the Company provides vehicle tracking services, which account for the substantial portion of the Company’s revenues, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program. Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. Revenue relating to the sale of service fees on its vehicle tracking and recovery services is recognized over the life of the contact. The service renewal fees are offered in terms ranging from 12 to 36 months and are generally payable upon delivery of the vehicle tracking devices or in full upon renewal. Deferred revenues are recorded net of contract assets when cash payments are received from customers in advance of the Company’s performance. Contract assets represent the costs of (1) commission costs, (2) installation costs, and (3) the underlying hardware to enable the Company to perform on its contracts with customers and are amortized using the same method and term as deferred revenues. As of December 31, 2020 and 2019, deferred revenues, net of contract assets totaled $138,812 and $262,465, respectively, and contract assets totaled $66,022 and $143,088, respectively. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion. During the year ended December 31, 2020, the Company recorded additions to deferred revenues of $152,828 and recognized total revenues of $353,547 through the amortization of deferred revenues. During the year ended December 31, 2020, the Company recognized revenues of $303,406 related to deferred revenues outstanding as of December 31, 2019 as the services were performed. Financing Costs and Debt Discount Financing costs and debt discounts are recorded net of notes payable and convertible debentures in the consolidated balance sheets. Amortization of financing costs and the debt discounts is calculated using the effective interest method over the term of the debt and is recorded as interest expense in the consolidated statements of operations. Income Taxes Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Stock-based Compensation The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur. Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts (including embedded conversion features) that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Loss Per Share Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share give effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible debentures, using the if-converted method. In computing diluted earnings (loss) per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted earnings (loss) per share exclude all potentially issuable shares if their effect is anti-dilutive. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented. As of December 31, 2020 and 2019, the Company has 262,930,295 and 68,247,452 potentially dilutive shares outstanding, respectively. Recent Accounting Pronouncement In August 2020, the FASB issued ASU 2020-06, ”Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40)” 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 consolidated financial position or results of operations. |
Accounts and Other Receivables
Accounts and Other Receivables | 12 Months Ended |
Dec. 31, 2020 | |
Accounts and Other Receivables | |
3. Accounts and Other Receivables | 3. Accounts and Other Receivables December 31, 2020 December 31, 2019 Trade accounts receivable $ 57,298 $ 39,398 Allowance for doubtful accounts (22,468 ) (21,262 ) $ 34,830 $ 18,136 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill | |
4. Goodwill | 4. Goodwill As of December 31, 2020 and 2019, the Company had goodwill of $505,508 related to the acquisition of Nimbo Tracking, LLC. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Liabilities | |
5. Accounts Payable and Accrued Liabilities | 5. Accounts Payable and Accrued Liabilities December 31, 2020 December 31, 2019 Trade accounts payable $ 686,222 $ 744,716 Accrued liabilities 19,349 44,162 Accrued interest payable 19,064 19,064 Payroll and commissions payable 32,101 85,416 Unrecognized tax position 90,000 90,000 $ 846,736 $ 983,358 |
Convertible Debentures and Note
Convertible Debentures and Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Convertible Debentures and Notes Payable | ||
6. Convertible Debentures and Notes Payable | 3. Convertible Debentures and Notes Payable On May 17, 2019, the Company entered into a Convertible Promissory Note (“Promissory Note”) with Crown Bridge Partners, LLC (the “Holder”) for a total principal amount of up to $150,000 with cash proceeds of up to $124,500, resulting in an original issue discount of up to $25,500. The Promissory Note bears interest at 7% per annum (with the understanding that the first 12 months of interest of each tranche will be guaranteed). The maturity date is 18 months from the effective date of each payment. The Conversion Price, as defined in the agreement, is the lesser of (i) the lowest Trading Price (as defined below) during the previous 25 trading day period ending on the latest complete trading day prior to the date of this Promissory Note or (ii) the Variable Conversion Price (as defined below). The Variable Conversion Price means the lowest one Trading Price (as defined below) for the common stock during the 25 Trading Day period ending on the last complete Trading Day prior to the Conversion Date. Trading Price means, for any security as of any date, the lesser of the (i) lowest traded price and (ii) lowest closing bid price. Based on the Company’s examination of the conversion feature and the relative accounting guidance, the Company has determined that the conversion feature should be treated as a derivative liability for accounting purposes. Additionally, if at any time while the Promissory Note is outstanding, the Conversion Price is equal to or lower than $0.025, then an additional $10,000 will be automatically added to the principal balance of each tranche funded under the Note. During the quarter ended June 30, 2019, $10,000 was added to the principal balance for the first tranche. In connection with the Promissory Note, the Company also entered into a Securities Purchase Agreement with the Holder which states that the Company will also issue to the Holder a warrant to purchase an amount of shares of its common stock equal to 50% of the face value of each respective tranche divided by $0.10 (for illustrative purposes, the first tranche face value is equal to $50,000, which resulted in the issuance of a warrant to purchase 250,000 shares of the Company’s common stock). Per the terms of the Common Stock Purchase Warrant agreement, on May 17, 2019, the Company issued a warrant to purchase 250,000 shares of common stock with an Exercise Price of $0.10 subject to adjustment (standard anti-dilution features). The agreement contains a down-round provision that automatically resets the exercise price of the warrant to a new exercise price that is equal to the per share price of common stock subsequently issued (including conversions of debt and preferred stock). Upon the lowing of the exercise price, the number of warrants will be increased such that the total proceeds upon exercise is the same amount (see Note 7). If the Market Price of one shares of common stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to cashless exercise, in lieu of cash exercise, per a defined formula in the agreement. During the quarter ended June 30, 2019, the Company received $40,000 in net cash proceeds, after paying $1,500 of direct funding costs. The related principal amount due for the first tranche (“First Tranche”) was $50,000. For the first tranche, using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be $100,000 and recorded a related derivative liability. Related to the derivative liability, the bonus interest, and the direct financing costs, the Company recorded a full debt discount of $50,000 for the Promissory Note, which will be amortized to interest expense over the term of the Promissory Note using the effective interest method and an additional $50,000 directly to interest expense. On December 9, 2019, the Holder converted a portion of the Promissory Note into shares of common stock. The Holder received 300,000 shares of common stock for the conversion of principal, accrued interest, and fees totaling $7,165. During the quarter ended September 30, 2019, the Company received an aggregate of $213,250 in net cash proceeds, after paying $6,750 of direct funding costs, from three note holders under the same terms as the Promissory Note. The related principal amount due for the convertible debt instruments entered into during the quarter ended September 30, 2019 was $255,000. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion features to be approximately $354,000 and recorded the related derivative liabilities. Related to the derivative liabilities, the bonus interest, and the direct financing costs, the Company recorded full debt discounts totaling approximately $255,000 for the notes which will be amortized to interest expense over the term of the notes using the effective interest method and an additional approximately $106,000 directly to interest expense. As the Conversion Price fell below $0.025 per share, during the quarter ended September 30, 2019, $10,000 was added to the principal balance on one of the notes (per the terms of that note). Related to the notes issued during the quarter ended September 30, 2019, the Company issued warrants to purchase a total of 525,000 shares of common stock with an Exercise Price of $0.10 subject to adjustment (standard anti-dilution features). If the Market Price of one shares of common stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to cashless exercise, in lieu of cash exercise, per a defined formula in the agreement. On October 1, 2019, the Company received $37,500 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $44,000. In connection with the note, the Company issued 100,000 shares of common stock, which were valued at the market price on the date of issuance of $0.05 per share. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $29,000 and recorded a related derivative liability. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $41,000 for the note, which will be amortized to interest expense over the term of the note using the effective interest method. On June 19, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $142,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $122,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. On July 10, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $61,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $42,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. During the six months ended June 30, 2020, the holders of the convertible notes converted a total of $321,776 of principal, interest and fees for a total of 620,057,793 shares of common stock. Related to these conversions during the six months ended June 30, 2020, the Company recorded a reduction of the associated derivative liability for the conversion features of $1,138,404 and a reduction of the debt discount of $199,710 as components of the gain on settlement of debt. During the six months ended June 30, 2020, the Company recorded $110,064 of interest expense related to the amortization of the debt discounts. During the three months ended March 31, 2020 the Company borrowed $50,000 from a shareholder under the terms of a note payable bearing interest of 8% per annum. The note was repaid with interest (totaling $922) during the three months ended March 31, 2020. During the nine months ended September 30, 2021, one note holder converted the remaining principal and interest to shares of common stock. $9,616 of principal and accrued interest were converted into 1,780,825 shares of common stock. On May 4, 2020, the Company entered into a Paycheck Protection Program (“PPP”) Loan with a principal amount of $59,949 through a financial institution under the PPP administered by the SBA and established as part of the CARES Act. The PPP Loan bears interest at 1.0% per annum and matures on May 4, 2022 with the first six months of interest and principal payments deferred. The amount borrowed under the PPP Loan is guaranteed by the U.S. Small Business Administration (“SBA”) and is eligible for forgiveness in an amount equal to the sum of the eligible costs, including payroll, benefits, rent and utilities, incurred by the Company during the 24-week period beginning on the date the Company received the proceeds. The PPP Loan contains customary events of default, and the occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Loan. As of September 30, 2021, the Company has applied for forgiveness but has not obtained forgiveness from the SBA. On July 7, 2020, the Company entered into a secured disaster loan with the SBA with a principal amount of $150,000. The SBA loan bears interest at 3.75% per annum and matures in July 2050. The Company is required to make monthly principal and interest payments of $731 beginning in July 2021. As of September 30, 2021 long-term debt matures as follows: Year Ending Notes Payable Convertible Notes Total 2021 (months remaining) $ 33,033 $ 27,261 $ 60,294 2022 34,058 82,484 116,542 2023 3,327 - 3,327 2024 3,454 - 3,454 2025 3,586 - 3,586 Thereafter 140,373 - 140,373 $ 216,275 $ 109,744 $ 327,575 | 6. Convertible Debentures and Notes Payable On May 17, 2019, the Company entered into a Convertible Promissory Note (“Promissory Note”) with Crown Bridge Partners, LLC (the “Holder”) for a total principal amount of up to $150,000 with cash proceeds of up to $124,500, resulting in an original issue discount of up to $25,500. The Promissory Note bears interest at 7% per annum (with the understanding that the first 12 months of interest of each tranche will be guaranteed). The maturity date is 18 months from the effective date of each payment. The Conversion Price, as defined in the agreement, is the lesser of (i) the lowest Trading Price (as defined below) during the previous 25 trading day period ending on the latest complete trading day prior to the date of this Promissory Note or (ii) the Variable Conversion Price (as defined below). The Variable Conversion Price means the lowest one Trading Price (as defined below) for the common stock during the 25 Trading Day period ending on the last complete Trading Day prior to the Conversion Date. Trading Price means, for any security as of any date, the lesser of the (i) lowest traded price and (ii) lowest closing bid price. Based on the Company’s examination of the conversion feature and the relative accounting guidance, the Company has determined that the conversion feature should be treated as a derivative liability for accounting purposes. Additionally, if at any time while the Promissory Note is outstanding, the Conversion Price is equal to or lower than $0.025, then an additional $10,000 will be automatically added to the principal balance of each tranche funded under the Note. During the quarter ended June 30, 2019, $10,000 was added to the principal balance for the first tranche. In connection with the Promissory Note, the Company also entered into a Securities Purchase Agreement with the Holder which states that the Company will also issue to the Holder a warrant to purchase an amount of shares of its common stock equal to 50% of the face value of each respective tranche divided by $0.10 (for illustrative purposes, the first tranche face value is equal to $50,000, which resulted in the issuance of a warrant to purchase 250,000 shares of the Company’s common stock). Per the terms of the Common Stock Purchase Warrant agreement, on May 17, 2019, the Company issued a warrant to purchase 250,000 shares of common stock with an Exercise Price of $0.10 subject to adjustment (standard anti-dilution features). The agreement contains a down-round provision that automatically resets the exercise price of the warrant to a new exercise price that is equal to the per share price of common stock subsequently issued (including conversions of debt and preferred stock). Upon the lowing of the exercise price, the number of warrants will be increased such that the total proceeds upon exercise is the same amount (see Note 7). If the Market Price of one shares of common stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to cashless exercise, in lieu of cash exercise, per a defined formula in the agreement. During the quarter ended June 30, 2019, the Company received $40,000 in net cash proceeds, after paying $1,500 of direct funding costs. The related principal amount due for the first tranche (“First Tranche”) was $50,000. For the first tranche, using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be $100,000 and recorded a related derivative liability. Related to the derivative liability, the bonus interest, and the direct financing costs, the Company recorded a full debt discount of $60,000 for the Promissory Note, which is being amortized to interest expense over the term of the Promissory Note using the effective interest method and an additional $50,000 directly to interest expense. On December 9, 2019, the Holder converted a portion of the Promissory Note into shares of common stock. The Holder received 300,000 shares of common stock for the conversion of principal, accrued interest, and fees totaling $7,165. During the quarter ended September 30, 2019, the Company received an aggregate of $213,250 in net cash proceeds, after paying $6,750 of direct funding costs, from three note holders under the same terms as the Promissory Note. The related principal amount due for the convertible debt instruments entered into during the quarter ended September 30, 2019 was $255,000. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion features to be approximately $354,000 and recorded the related derivative liabilities. Related to the derivative liabilities, the bonus interest, and the direct financing costs, the Company recorded full debt discounts totaling approximately $255,000 for the notes which is being amortized to interest expense over the term of the notes using the effective interest method and an additional approximately $106,000 directly to interest expense. As the Conversion Price fell below $0.025 per share, during the quarter ended September 30, 2019, $10,000 was added to the principal balance on one of the notes (per the terms of that note). Related to the notes issued during the quarter ended September 30, 2019, the Company issued warrants to purchase a total of 525,000 shares of common stock with an Exercise Price of $0.10 subject to adjustment (standard anti-dilution features). If the Market Price of one shares of common stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to cashless exercise, in lieu of cash exercise, per a defined formula in the agreement. On October 1, 2019, the Company received $37,500 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $44,000. In connection with the note, the Company issued 100,000 shares of common stock, which were valued at the market price on the date of issuance of $0.05 per share. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $29,000 and recorded a related derivative liability. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $41,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. On June 19, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000 and the note matures on December 19, 2021. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $142,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $122,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. On July 10, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000 and the note matures on January 10, 2022. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $61,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $42,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. On November 2, 2020, the Company received $146,500 in net cash proceeds from a note holder under an Inventory Financing Promissory Note. The related principal amount due for the convertible debt instrument was $168,000. The note bears interest at 12% per annum and matures on May 2, 2022. Principal and accrued interest are convertible into common stock at a variable conversion price, which is 80% of the average two lowest traded prices for common stock during a 10-day trading period prior to conversion. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $99,000 and recorded a related derivative liability for that amount. The Company also issued 2,000,000 shares of common stock to the note holder as additional compensation. The value of the shares, $14,800. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling approximately $135,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. During the year ended December 31, 2020, the holders of the convertible notes converted a total of $379,203 of principal, interest and fees for a total of 659,021,898 shares of common stock. Related to these conversions during the year ended December 31, 2020, the Company recorded a reduction of the associated derivative liability for the conversion features of $1,448,326 and a reduction of the debt discount of $229,322 as components of the loss on settlement of debt. During the year ended December 31, 2020, the Company recorded $134,263 of interest expense related to the amortization of the debt discounts. During the three months ended March 31, 2020 the Company borrowed $50,000 from a shareholder under the terms of a note payable bearing interest of 8% per annum. The note was repaid with interest (totaling $922) during the three months ended March 31, 2020. On May 4, 2020, the Company entered into a Paycheck Protection Program (“PPP”) Loan with a principal amount of $59,949 through a financial institution under the PPP administered by the SBA and established as part of the CARES Act. The PPP Loan bears interest at 1.0% per annum and matures on May 4, 2022 with the first six months of interest and principal payments deferred. The amount borrowed under the PPP Loan is guaranteed by the U.S. Small Business Administration (“SBA”) and is eligible for forgiveness in an amount equal to the sum of the eligible costs, including payroll, benefits, rent and utilities, incurred by the Company during the 24-week period beginning on the date the Company received the proceeds. The PPP Loan contains customary events of default, and the occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Loan. On July 7, 2020, the Company entered into a secured disaster loan with the SBA with a principal amount of $150,000. The SBA loan bears interest at 3.75% per annum and matures in July 2050. The Company is required to make monthly principal and interest payments of $731 beginning in July 2021. As of December 31, 2020 long-term debt matures as follows: Year Ending Notes Payable Convertible Notes Total 2021 $ 5,943 $ 37,224 $ 43,167 2022 32,940 197,106 230,036 2023 28,951 - 28,951 2024 3,296 - 3,296 2025 3,422 - 3,422 Thereafter 138,620 - 138,620 $ 213,162 $ 234,330 $ 447,492 |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Liabilities | ||
7. Derivative Liabilities | 4. Derivative Liabilities During the nine months ended September 30, 2021 and during the year ended December 31, 2020, the Company had outstanding convertible debentures with variable exercise prices based on market rates (see Note 3). During the nine months ended September 30, 2021 and during year ended December 31, 2020, the Company also issued series A preferred stock with variable exercise prices based on market rates (see Note 6). The Company records the fair value of the conversion features with variable exercise prices based on future market rates in accordance with ASC 815. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statements of operations. The Company uses a multi-nominal lattice model to fair value the derivative liabilities. The following inputs and assumptions were used to value the conversion features outstanding during the nine months ended September 30, 2021, assuming no expected dividends: September 30, 2021 Expected volatility 135 - 275 % Risk free interest rate 0.05 – 0.15 % Expected life (in years) 0 - 1.50 The following table presents the Company’s embedded conversion features of its convertible debt and preferred stock measured at fair value on a recurring basis as of September 30, 2021. Level 3 Carrying Value as of September 30, 2021 Derivative liabilities: Embedded conversion feature - convertible debt $ 44,015 Embedded conversion feature - preferred stock 112,867 $ 156,882 The following table provides a reconciliation of the beginning and ending balances for the Company’s derivative liabilities measured at fair value using Level 3 inputs: For The Nine Months Ended September 30, 2021 Embedded Conversion Features - Convertible Debt Balances, as of the beginning of the year $ 97,024 Derivative liabilities recorded upon issuance of convertible debt - Derivative liabilities derecognized upon debt conversion (8,994 ) Net changes in fair value included in net loss (44,105 ) Ending balance $ 44,015 Embedded Conversion Features - Preferred Stock Balances, as of the beginning of the year $ 92,751 Derivative liabilities recorded upon issuance of preferred stock 367,053 Derivative liabilities derecognized upon preferred stock conversion (234,448 ) Net changes in fair value included in net loss (112,489 ) Ending balance $ 112,867 Total ending balance $ 156,882 | 7. Derivative Liabilities During the years ended December 31, 2020 and 2019, the Company had outstanding convertible debentures with variable exercise prices based on market rates (see Note 6) and convertible series A preferred stock with variable exercise prices based on market rates (see Note 9). The Company records the fair value of the conversion features with variable exercise prices based on future market rates in accordance with ASC 815. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statements of operations. The Company uses a multi-nominal lattice model to fair value the derivative liabilities. The following inputs and assumptions were used to value the conversion features outstanding during the years ended December 31, 2020 and 2019, assuming no expected dividends: 2020 2019 Expected volatility 271-322 % 219% - 264 % Risk free interest rate 0.3-1.41 % 1.55% - 2.34 % Expected life (in years) 0.5-1.5 0.8 – 1.5 The following table presents the Company’s embedded conversion features of its convertible debt and preferred stock measured at fair value on a recurring basis as of December 31, 2020 and 2019. Level 3 Carrying Value as of December 31, 2020 Level 3 Carrying Value as of December 31, 2019 Derivative liabilities: Embedded conversion feature – convertible debt $ 97,024 $ 87,571 Embedded conversion feature – preferred stock 92,751 4,751 $ 189,775 $ 92,322 The following table provides a reconciliation of the beginning and ending balances for the Company’s derivative liabilities measured at fair value using Level 3 inputs: For The Year Ended December 31, 2020 For The Year Ended December 31, 2019 Embedded Conversion Features – Debt Instruments Balances, as of the beginning of the year $ 87,571 $ - Derivative liabilities recorded upon issuance of debt instruments 301,351 483,331 Extinguishment due to conversion of debt instruments (1,448,326 ) (3,055 ) Net changes in fair value included in net loss 1,156,428 (392,705 ) Ending balance $ 97,024 $ 87,571 Embedded Conversion Features – Preferred Stock Balances, as of the beginning of the year $ 4,751 $ - Derivative liabilities recorded upon issuance of preferred stock 519,427 207,067 Extinguishment due to conversion of preferred stock (340,234 ) (22,067 ) Net changes in fair value included in net loss (91,193 ) (180,249 ) Ending balance $ 92,751 $ 4,751 Total ending balance $ 189,775 $ 92,322 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
8. Related Party Transactions | 5. Related Party Transactions (a) During the nine months ended September 30, 2021 and 2020, the Company incurred approximately $110,000 and $106,000, respectively, in management and consulting fees with an officer and an entity controlled by him. As of September 30, 2021 and December 31, 2020, the Company owed approximately 9,000 and $9,000, respectively, to directors and officers and a company controlled by a director, which is included in accounts payable and accrued liabilities. The amounts owed are unsecured, non-interest bearing, and due on demand. (b) During the nine months ended September 30, 2021 and 2020, the Company incurred approximately $9,000 and $28,000, respectively, in purchases of hardware from a vendor controlled by a director of the Company. As of September 30, 2021 and December 31, 2020, the amounts owed to this related-party vendor were approximately $21,000 and $12,000, respectively. (c) During the nine months ended September 30, 2021, the Company issued 3,243,785 shares of common stock for the conversion of approximately $17,000 of accrued expenses owed to the VP and General Manager. (d) During the nine months ended September 30, 2021 and 2020, the Company recorded approximately $10,000 and $5,000, respectively, to the VP and General Manager for rent and other office expenses. As of September 30, 2021 and December 31, 2020, the amounts owed to the VP and General Manager were approximately $2,000 and $0, respectively. | 8. Related Party Transactions (a) During the years ended December 31, 2020 and 2019, the Company incurred approximately $142,000 and $143,000, respectively, in management and consulting fees with an officer and an entity controlled by him. As of December 31, 2020 and 2019, the Company owed approximately $9,000 and $145,000, respectively, to directors and officers and a company controlled by a director, which is included in accounts payable and accrued liabilities. The amounts owed are unsecured, non-interest bearing, and due on demand. (b) During the years ended December 31, 2020 and 2019, the Company incurred approximately $64,000 and $120,000, respectively, in purchases of hardware from a vendor controlled by a director of the Company. As of December 31, 2020 and 2019, the amounts owed to this related-party vendor were approximately $12,000 and $45,000 respectively. (c) During the year ended December 31, 2020, the Company issued 26,828,800 shares of Common Stock for the conversion of $67,073 of accrued expenses owed to the CEO and VP of Operations. |
Redeemable Preferred Stock and
Redeemable Preferred Stock and Stockholders Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Redeemable Preferred Stock and Stockholders Deficit | ||
9. Redeemable Preferred Stock and Stockholders' Deficit | 6. Redeemable Preferred Stock and Stockholders’ Deficit Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. The Company has designated 1,250,000 of these shares as Series A Convertible Preferred Stock and 2,000,000 of these shares as Series B Super Voting Preferred Stock. On February 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 58,850 shares for proceeds of $53,500. On March 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 80,850 shares for proceeds of $73,500. On April 5, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 58,850 shares for proceeds of $53,500. On April 30, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750. On June 17, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 60,500 shares for proceeds of $55,000. On August 11, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750. On September 13, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750. Rights and Privileges of the Series A Preferred Stock ☐ Voting ☐ Dividends ☐ Redemption ☐ Mandatory Redemption ☐ Conversion ☐ Default Adjustments Based on the terms of the conversion feature, the Company could be required to issue an infinite number of shares of common stock. As such, the Company has determined the conversion feature to be a derivative liability under relevant accounting guidance. The Company estimated the fair value of the conversion feature using the Binomial Lattice Model on the date of issuance, on the date of each conversion notice, and remeasures the fair value at each reporting period. During the nine months ended September 30, 2021, the Company issued 436,425 shares of series A preferred stock for proceeds of $396,750. Related to these issuances, the Company recorded derivative liabilities of $367,063 and discounts to the preferred stock of $294,499, which is being amortized to deemed dividends over the redemption period. Also related to these issuances the Company recorded deemed dividends of $72,554. During the nine months ended September 30, 2021, the holder of the series A preferred stock converted 326,150 shares of series A preferred stock and accrued dividends into 61,996,494 shares of common stock. Related to these conversions during the nine months ended September 30, 2021, the Company recorded a reduction of the associated derivative liability for the conversion features of $234,448 and a reduction of the preferred stock discount of $157,833 and $196,787 of deemed dividend. Rights and Privileges of the Series B Preferred Stock In February 2020 and in February 2021, the Company issued 1,000,000 and 500,000 shares, respectively of its Series B Super Voting Preferred Stock. Each share of Series B preferred stock has voting rights equal to 500 shares of common stock, is not entitled to receive dividends, is not convertible into shares of common stock. If the holder of the Series B preferred stock ceases to be a Board Member, the Company will repurchase any Series B preferred stock from the holder for a price of $0.001 per share. If the holder of the Series B preferred stock proposes to transfer any shares of Series B preferred stock, the Company will have 90 days to repurchase the shares for a price of $0.001 per share. The grant date fair value of the Series B preferred stock issued during the nine months ended September 30, 2021 and 2020 was $278,447 and $277,543, respectively and was recorded to stock-based compensation expense in the accompanying condensed consolidated statements of operations. Common Stock 2021 During the nine months ended September 30, 2021, the Company sold a total of 124,868,383 shares of common stock for proceeds of $544,154. During the nine months ended September 30, 2021, the Company issued a total of 6,275,537 shares of common stock for the conversion of $60,920 of accrued expenses owed to the VP and General Manager and another employee. During the nine months ended September 30, 2021, the Company issued 61,996,494shares of common stock for the conversion of Series A preferred stock and accrued dividends. During the nine months ended September 30, 2021, the Company issued 1,780,825 shares of common stock for the conversion of debt and accrued interest. During the nine months ended September 30, 2021, the Company issued a total of 5,977,712 shares of common stock for the cashless exercise of a warrant and a commitment fee. 2020 During the nine months ended September 30, 2020, the Company sold a total of 26,750,000 shares of common stock for proceeds of $151,250. During the nine months ended September 30, 2020, the Company issued a total of 903,534,383 shares of common stock for the conversion of debt, accrued interest and fees, and the conversion of series A preferred stock and accrued dividends. During the nine months ended September 30, 2020, the Company issued 105,038,690 shares of common stock for the cashless exercise of warrants. During the nine months ended September 30, 2020, the Company issued 26,828,800 shares of common stock for the conversion of $67,072 of accrued expenses owed to the CEO and VP of Operations. On July 27, 2020, the Company entered into an Equity Purchase Agreement with an investor. Per the terms of the agreement, the investor will purchase up to $2,500,000 of the Company’s common stock at a 20% discount to the market price or the valuation price (as defined). The Company has the right, but not the obligation, to direct the investor to purchase put shares of not less than $5,000 and not more than $175,000 or 200% of the average daily trading value (as defined). During the nine months ended September 30, 2020, the Company issued 8,000,000 shares of common stock as a commitment fee on an equity line of credit with an investor, which was recorded as an offset to additional paid in capital in the accompanying condensed consolidated financial statements. | 9. Redeemable Preferred Stock and Stockholders’ Deficit Preferred Stock The Company is authorized to issue 10,000,000 shares of Preferred Stock with a par value of $0.001 per share. The Company has designated 1,250,000 of these shares as Series A Convertible Preferred Stock (“Series A Preferred Stock”). On April 9, 2019 and separately on June 11, 2019, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor and issued 86,000 shares for net proceeds of $75,000 (after deducting $3,000 of direct legal costs) and on June 11, 2019, the Company issued 58,300 shares for net proceeds of $50,000 (after $3,000 deduction of direct legal costs). On September 17, 2019, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 58,300 shares of net proceeds of $50,000 (after $3,000 deduction of direct legal costs). During the year ended December 31, 2020, the Company entered into a Series A Preferred Stock Purchase Agreements with investors. The Company issued 333,850 shares for proceeds of $303,070. Rights and Privileges of the Series A Preferred Stock · Voting · Dividends · Liquidation Preference · Redemption · Mandatory Redemption · Conversion · Default Adjustments Based on the terms of the conversion feature, the Company could be required to issue an infinite number of shares of Common Stock. As such, the Company has determined the conversion feature to be a derivative liability under relevant accounting guidance. The Company estimated the fair value of the conversion feature using the Binomial Lattice Model on the date of issuance, on the date of each conversion notice, and remeasures the fair value at each reporting period. During the year ended December 31, 2020, the Company issued 333,850 shares of Series A Preferred Stock for proceeds of $303,070. Related to these issuances, the Company recorded derivative liabilities of $519,427 and discounts to the Preferred Stock of $256,526, which is being amortized to deemed dividends over the redemption period. Also related to these issuances the Company recorded deemed dividends of approximately $203,000. During 2019, holders converted 42,000 shares of Series A Preferred Stock into 2,977,226 shares of Common Stock at the Variable Conversion Price as defined above, resulting in a loss on extinguishment of $23,000. During the year ended December 31, 2020, the holder of the Series A Preferred Stock converted 308,000 shares of Series A Preferred Stock and accrued dividends into 272,256,929 shares of Common Stock. Related to these conversions during the year ended December 31, 2020, the Company recorded a reduction of the associated derivative liability for the conversion features of $340,234 and a reduction of the Preferred Stock discount of $253,896 and $202,021 of deemed dividend. Rights and Privileges of the Series B Preferred Stock On February 10, 2020, the Company designated and subsequently issued 1,000,000 shares of its newly formed Series B Preferred Stock has voting rights equal to 500 shares of Common Stock, is not entitled to receive dividends, is not convertible into shares of Common Stock. If the holder of the Series B Preferred Stock ceases to be a Board Member, the Company will repurchase any Series B Preferred Stock from the holder for a price of $0.001 per share. If the holder of the Series B Preferred Stock proposes to transfer any shares of Series B Preferred Stock, the Company will have 90 days to repurchase the shares for a price of $0.001 per share. The grant date fair value of the Series B Preferred Stock issued during the three months ended March 31, 2020 was estimated based upon the control premium of the Company, less a 10% discount. $277,543 was recorded to stock-based director compensation expense in the accompanying condensed consolidated statement of operations. Common Stock 2020 During the year ended December 31, 2020, the Company sold a total of 44,803,645 shares of Common Stock for proceeds of $202,973 of which $51,723 was raised under the Equity Purchase Agreement (see below). During the year ended December 31, 2020 the Company issued a total of 931,278,827 shares of Common Stock for the conversion of debt, accrued interest and fees, and the conversion of series A Preferred Stock and accrued dividends. During the year ended December 31, 2020, the Company issued 105,038,690 shares of Common Stock for the cashless exercise of warrants. During the year ended December 31, 2020, the Company issued 26,828,800 shares of Common Stock for the conversion of $67,072 of accrued expenses owed to the CEO and VP of Operations. On July 27, 2020, the Company entered into an Equity Purchase Agreement with an investor. Per the terms of the agreement, the investor will purchase up to $2,500,000 of the Company’s Common Stock at a 20% discount to the market price or the valuation price (as defined). The Company has the right, but not the obligation, to direct the investor to purchase put shares of not less than $5,000 and not more than $175,000 or 200% of the average daily trading value (as defined). During the year ended December 31, 2020, the Company issued 8,000,000 shares of Common Stock as a commitment fee on an equity line of credit with an investor, which was recorded as an offset to additional paid in capital in the accompanying condensed consolidated financial statements. Also during the year ended December 31, 2020, the Company issued 18,053,645 shares of Common Stock for $51,723 under the Equity Purchase Agreement. 2019 During the year ended December 31, 2019, the Company sold 4,000,000 shares of Common Stock for proceeds of $135,000. During the year ended December 31, 2019, the Company issued 150,000 shares of Common Stock for services valued at $6,000. During the year ended December 31, 2019, the Company issued 100,000 shares of Common Stock in connection with the issuance of a convertible debenture valued at $5,000 (see Note 7). During the year ended December 31, 2019, the Company issued 300,000 shares of Common Stock in connection with the conversion of principal under a convertible debenture, along with related fees, valued at $7,165 (see Note 7). During the year ended December 31, 2019, the Company issued 2,977,226 shares of Common Stock in connection with conversions of Series A Preferred Stock valued at $80,122 (see Note above). |
Share Purchase Warrants
Share Purchase Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share Purchase Warrants | ||
10. Share Purchase Warrants | 7. Share Purchase Warrants The following table summarizes the continuity schedule of the Company’s share purchase warrants: Number of warrants Weighted average exercise price Balance, December 31, 2020 166,517,918 - Issued - - Adjusted for triggered down-round provisions - - Exercised - - Expired - - Balance, September 30, 2021 166,517,918 $ - As of September 30, 2021, the following share purchase warrants were outstanding: Number of warrants outstanding Exercise price Expiration date 2,222,222 $ 0.03 December 2, 2024 163,265,304 $ 0.00 September 23, 2024 980,392 $ 0.15 December 2, 2021 50,000 $ 0.20 January 2, 2022 166,517,918 During the year ended December 31, 2020, the Company recognized the triggering of the down-round provisions of certain warrants associated with the convertible debt instruments issued in 2019. As a result, the reset exercise price increased the number of warrant shares accordingly. As of December 31, 2020, the new exercise price for the warrants is $0.000245 per share. Per the relevant accounting guidance, the Company valued the warrants before and after each triggering event and recorded the total increase in value as a deemed dividend to the warrant holder with an offset to additional paid in capital. For the year ended December 31, 2020, the increase in value of the warrants due to the triggering events totaled $370,726 and was properly included in the Company’s earnings per share amounts on the accompanying statement of operations. On August 21, 2020, the Company modified 2,222,222 warrants held by two investors. Per the terms of the modifications, the Company reduced the exercise price from $0.23 to $0.03 and extended the term of the warrants to now expire on December 2, 2024. In accordance with relevant accounting guidance, the Company valued the warrants before and after modification. There was no change in valuation due to the modifications. | 10. Share Purchase Warrants The following table summarizes the activity of the Company’s share purchase warrants: Number of warrants Weighted average exercise price Balance, January 1, 2019 3,899,673 $ 0.20 Issued 775,000 0.10 Expired (147,059 ) 0.35 Balance, December 31, 2019 4,527,614 0.18 Issued - - Adjusted for triggered down-round provisions 315,521,528 0.00 Exercised (96,957,101 ) 0.00 Expired (56,574,123 ) 0.00 Balance, December 31, 2020 166,517,918 $ 0.00 As of December 31, 2020, the following share purchase warrants were outstanding: Number of warrants outstanding Exercise price Expiration date 2,222,222 $ 0.03 December 2, 2024 163,265,304 $ 0.00 September 23, 2024 980,392 $ 0.15 December 2, 2021 50,000 $ 0.20 January 2, 2022 166,517,918 During the year ended December 31, 2020, the Company recognized the triggering of the down-round provisions of certain warrants associated with the convertible debt instruments issued in 2019. As a result, the reset exercise price increased the number of warrant shares accordingly. As of December 31, 2020, the new exercise price for the warrants is $0.000245 per share. Per the relevant accounting guidance, the Company valued the warrants before and after each triggering event and recorded the total increase in value as a deemed dividend to the warrant holder with an offset to additional paid in capital. For the year ended December 31, 2020, the increase in value of the warrants due to the triggering events totaled $370,726 and was properly included in the Company’s earnings per share amounts on the accompanying statement of operations. On August 21, 2020, the Company modified 2,222,222 warrants held by two investors. Per the terms of the modifications, the Company reduced the exercise price from $0.23 to $0.03 and extended the term of the warrants to now expire on December 2, 2024. In accordance with relevant accounting guidance, the Company valued the warrants before and after modification. There was no change in valuation due to the modifications. |
Stock Options
Stock Options | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stock Options | ||
11. Stock Options | 8. Stock Options The following table summarizes the Company’s stock options: Number of options Weighted average exercise price Aggregate intrinsic value Balance, December 31, 2020 3,250,000 $ 0.09 Granted - - Exercised - - Cancelled / forfeited (25,000 ) 0.16 Balance, September 30, 2021 3,250,000 $ 0.09 $ - Outstanding Exercisable Range of exercise prices Number of shares Weighted average remaining contractual life (years) Weighted average exercise price Number of shares Weighted average exercise price $ 0.04 1,500,000 2.6 0.04 1,500,000 0.04 $ 0.08 250,000 1.0 0.08 250,000 0.08 $ 0.13 1,425,000 0.6 0.13 1,425,000 0.13 $ 0.16 50,000 0.0 0.16 50,000 0.16 3,250,000 1.8 $ 0.09 3,250,000 $ 0.09 During the nine months ended September 30, 2021, the Company did not issue any options to employees. During the nine months ended September 30, 2021 and 2020, the Company recorded $0 and $15,000, respectively, of stock-based compensation expense related to stock option grants. As of September 30, 2021, the Company had no unrecognized compensation expense. | 11. Stock Options The Company established a stock option plan for directors, officers, employees and consultants of the Company (the “Plan”). The purpose of the Plan is to give to directors, officers, employees and consultants of the Company, as additional compensation, the opportunity to participate in the profitability of the Company by granting to such individuals options, exercisable over periods of up to ten (10) years as determined by the board of directors of the Company, to buy shares of the Company at a price equal to the Market Price (as defined) prevailing on the date the option is granted. As of December 31, 2020, there were 4,765,000 shares available under the Plan. The following table summarizes the activity of the Company’s stock options: Number of options Weighted average exercise price Aggregate intrinsic value Balance, January 1, 2019 4,190,000 $ 0.16 Granted 1,500,000 0.04 Exercised - - Cancelled / forfeited - - Balance, December 31, 2019 5,690,000 $ 0.13 $ - Granted - - Cancelled / forfeited (2,440,000 ) 0.19 Balance, December 31, 2020 3,250,000 $ 0.09 $ - Vested as of December 31, 2020 3,250,000 $ 0.09 $ - Unvested as of December 31, 2020 - $ - $ - Outstanding Exercisable Range of exercise prices Number of shares Weighted average remaining contractual life (years) Weighted average exercise price Number of shares Weighted average exercise price $ 0.04 1,500,000 3.4 0.04 1,500,000 0.04 $ 0.08 250,000 1.8 0.08 250,000 0.08 $ 0.13 1,425,000 1.4 0.13 1,425,000 0.13 $ 0.16 75,000 0.7 0.16 75,000 0.16 3,250,000 2.3 $ 0.09 3,250,000 $ 0.09 During the year ended December 31, 2020, the Company did not issue any options to employees. During the year ended December 31, 2019, the Company issued 1,500,000 options to employees with an estimated fair value per share of $0.04 using the Black-Scholes Option Pricing Model with the following inputs, volatility of 243%, risk-free rate of 2.2%, and an expected term of 5 years. The options vested 25% quarterly over 1 year. During the year ended December 31, 2020 and 2019, the Company recorded $15,000 and $51,000, respectively, of stock-based compensation expense related to stock option grants. As of December 31, 2020, the Company had no unrecognized compensation expense. |
Segments
Segments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
12. Segments | 9. Segments The Company has one reportable segment: vehicle tracking and recovery solutions. The Company allocates resources to and assesses the performance of each reportable segment using information about its revenue and operating income (loss). The Company does not evaluate operating segments using discrete asset information. Segmentation by geographical location is not presented as all revenues are earned in U.S. Total assets by segment are not presented as that information is not used to allocate resources or assess performance at the segment level and is not reviewed by the Chief Operating Decision Maker of the Company. | 12. Segments The Company has one reportable segment: vehicle tracking and recovery solutions. The Company allocates resources to and assesses the performance of each reportable segment using information about its revenue and operating income (loss). The Company does not evaluate operating segments using discrete asset information. Segmentation by geographical location is not presented as all revenues are earned in the U.S. Total assets by segment are not presented as that information is not used to allocate resources or assess performance at the segment level and is not reviewed by the Chief Operating Decision Maker of the Company. |
Risk and Uncertainities
Risk and Uncertainities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Risk and Uncertainities | ||
13. Risks and Uncertainties | 10. Risks & Uncertainties The Company extends credit to customers on an unsecured basis in the normal course of business. The Company’s policy is to perform an analysis of the recoverability of its receivables at the end of each reporting period and to establish allowances where appropriate. The Company analyzes historical bad debts and contract losses, customer concentrations, and customer credit-worthiness when evaluating the adequacy of the allowances. During the nine months ended September 30, 2021 and 2020, the Company had two and three customers which accounted for 67% and 60%, respectively, of total invoiced amounts, which are recorded as deferred revenues and amortized over the related service period to revenues. As of September 30, 2021 and December 31, 2020, the Company had two and three customers, respectively, which accounted for 99% and 99%, respectively, of the net accounts receivable balance. | 13. Risks and Uncertainties The Company extends credit to customers on an unsecured basis in the normal course of business. The Company’s policy is to perform an analysis of the recoverability of its receivables at the end of each reporting period and to establish allowances where appropriate. The Company analyzes historical bad debts and contract losses, customer concentrations, and customer credit-worthiness when evaluating the adequacy of the allowances. During the year ended December 31, 2020 and 2019, the Company had two and one customers which accounted for 61% and 24%, respectively, of total invoiced amounts, which are recorded as deferred revenues and amortized over the related service period to revenues. As of December 31, 2020 and 2019, the Company had three and four customers, respectively, which accounted for 99% and 99%, respectively, of the gross accounts receivable balance. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency in response to a new strain of a coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation and its effects on the Company’s industry, financial condition, liquidity, and operations. Through December 31, 2020, COVID-19 has had an impact on the economy, the auto industry, and the Company’s 2020 revenue activity. Looking forward, it could continue to have a material adverse effect on the Company’s business, financial condition, liquidity, results of operations, and cash flows. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
14. Income Taxes | 14. Income Taxes The Company’s income tax provision consists of the following: 2020 2019 Current: Federal $ - $ - State - - Foreign - - Total Current - - Deferred: Federal - - State - - Foreign - - Total Deferred - - Provision for income taxes $ - $ - A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income taxes to the income tax provision is as follows: 2020 2019 Computed tax benefit at federal statutory rate $ (554,289 ) $ (100,605 ) Permanent items 1,778 11,913 Stock-based compensation 58,284 1,050 Incentive stock options - - Conversion feature derivative liability 24,394 (37,852 ) Interest expense, derivative liability 34,505 36,428 Uncertain tax positions - - Impact of difference related to foreign earnings - 1,469 Gain on extinguishment of debt - - Change in fair value of derivative liability 223,699 (42,748 ) Valuation allowance 211,629 130,345 Provision for income taxes $ - $ - Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: 2020 2019 Deferred Tax Assets: Net operating loss carryforwards $ 2,501,000 $ 2,192,000 Stock-based compensation 6,000 7,000 Accounts receivable and other timing differences 140,000 197,000 Basis difference in assets and debt (64,000 ) (109,000 ) Total Deferred Tax Asset 2,583,000 2,287,000 Valuation allowance (2,583,000 ) (2,287,000 ) Net Deferred Tax Asset $ - $ - Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets for the U.S. federal and state have been fully offset by a valuation allowance. As of December 31, 2020, the Company had net operating loss carry forward for federal and state income tax purposes of $ 8,335,000 and $ 8,084,000, respectively, which expire beginning in the year 2029. The Company is required to file US federal and California tax returns, however the Company has not filed its federal or state returns since 2009 Due to the Company’s loss position the statute remains open for any losses carried over into the current year which means all years from 2007 remain open to examination. The Company has adopted FASB ASC 740, “Income Taxes” to account for income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement. This standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in the tax return. ASC 740 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transaction. In accordance with ASC 740-10-50, the Company is classifying interest and penalties as a component of tax expense. The Company has a reserve related to unrecognized tax positions of $90,000 as of December 31, 2020, which is presented as part of accounts payable and accrued liabilities. These unrecognized tax positions, if recognized, would affect the effective tax rate. A reconciliation of the change in the unrecognized tax positions for the year ended December 31, 2020 is as follows: Federal and State Balance at January 1, 2020 $ 90,000 Additions for tax positions related to current year - Additions for tax positions related to prior years - Balance at December 31, 2020 $ 90,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
15. Commitments and Contingencies | 11. Commitments and Contingencies Indemnities and Guarantees We have made certain indemnities and guarantees, under which we may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions. We indemnify our officers and directors to the maximum extent permitted under the laws of the State of Nevada. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. These indemnities and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying condensed consolidated balance sheets. Legal Matters In the ordinary course of business, we may face various claims brought by third parties and may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. Management believes there are currently no claims that are likely to have a material effect on our consolidated financial position and results of operations. The Company filed a lawsuit against a former distributor for breach of contract resulting in losses to the Company, which were not considered material to the consolidated financial statements. The Company reached a settlement with the former distributor and defendant on May 21, 2021 for undisclosed terms. | 15. Commitments and Contingencies Withheld Payroll Taxes Since its inception, the Company has made several payments to employees for wages, net of state and federal income taxes. Due to cash constraints, the Company has not yet remitted all of these withheld amounts to the appropriate government agency. Accordingly, as of December 31, 2020 and 2019 the Company has recorded $37,984 and $37,984, respectively, related to this obligation in accounts payable and accrued liabilities, including estimated penalties and interest. Operating Lease Rent expense for the years ended December 31, 2020 and 2019 was approximately $16,000 and $39,000, respectively. As our lease is considered short-term under the accounting guidance of ASC 842 as of December 31, 2020, we have not included the related disclosures required under ASC 842. Our lease is a twelve-month lease that expires in May 2021 and upon expiration our lease continues on a month-to-month basis. Our monthly lease expense for this arrangement is approximately $1,000 per month. Indemnities and Guarantees We have made certain indemnities and guarantees, under which we may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions. We indemnify our officers and directors to the maximum extent permitted under the laws of the State of Nevada. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. These indemnities and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets. Legal Matters In the ordinary course of business, we may face various claims brought by third parties and may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. Management believes there are currently no claims that are likely to have a material effect on our consolidated financial position and results of operations. |
Restatements
Restatements | 12 Months Ended |
Dec. 31, 2020 | |
Restatements | |
16. Restatements | 16. Restatements During 2020, we discovered that an accounting error had been made related to the Company not properly classifying certain cost of revenue expenses, which were incorrectly included in selling, general, and administrative expenses. It was determined that the error was not material to the 2019 consolidated financial statements. As such, we computed the appropriate amounts related to 2019 and recorded such in the accompanying consolidated financial statements. See below for a summary of the corrections made for this error: Account Previously Recorded Balance Corrected Balance Correction Made Statement of Operations Cost of revenues $ 428,031 $ 516,057 $ 88,026 Selling, general and administrative expenses $ 572,297 $ 484,271 $ (88,026 ) Net loss $ (479,073 ) $ (479,073 ) $ - Loss per share $ (0.01 ) $ (0.01 ) $ - |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | ||
17. Subsequent Events | 12. Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the consolidated financial statements were available for issuance are disclosed as subsequent events, while the consolidated financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Subsequent to September 30, 2021, the Company issued a total of 17,000,000 shares of common stock for cash proceeds of $75,480. Subsequent to September 30, 2021, the Company issued a total of 21,699,098 shares of common stock for the conversion of 82,975 shares of Series A preferred stock. Subsequent to September 30, 2021, the Company issued a total of 4,203,514 shares of common stock for services provided to a vendor and to the Company’s Rep Agent and VP of Business Development. On October 18, 2021, the Company issued a total of 17,000,000 shares of Common Stock for cash proceeds of $75,480. | 17. Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the consolidated financial statements were available for issuance are disclosed as subsequent events, while the consolidated financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any subsequent events that require adjustment or disclosure in the consolidated financial statements. On January 5, 2021, stockholders holding 1,500,000 shares of $0.001 par value Series B Preferred Stock (“Series B Preferred Stock”), consented to amend the Articles of Incorporation. Each share of Series B Preferred Stock has voting power equal to 500 shares of Common Stock. The voted Series B Preferred shares, which equal approximately 62%, of the total voting power of the Company’s issued and outstanding capital stock, consented in writing to amend the Company’s Articles of Incorporation (the “Articles of Amendment”). This consent was sufficient to approve the Articles of Amendment under Nevada law and our Articles of Incorporation, which will increase the Company’s authorized shares of capital stock to 1,750,000,000 shares from 1,500,000,000 shares, of which 1,740,000,000 will be Common Stock, and 10,000,000 will be Preferred Stock, with such rights and preferences as set by the Board of Directors from time to time. On January 5, 2021, the Company converted $16,543 of accrued commissions to the VP of Operations in exchange for 3,243,785 shares of Common Stock. On January 5, 2021, the Company issued 4,901,961 shares of Common Stock through a private placement with an investor for cash proceeds of $25,000. On January 14, 2021, the Company issued a total of 7,500,000 shares of Common Stock to Crown Bridge Partners LLC in accordance with the Equity-Line Purchase Agreement of July 27, 2020 for cash proceeds of $36,000. On February 1, 2021 the Company issued 58,850 Series A Preferred shares to Geneva Roth Remarks Holdings Inc., for cash proceeds of $53,500. On February 11, 2021, the Company issued 500,000 shares of Series B Preferred stock to its directors. On February 12, 2021, the Company issued 8,787,246 shares of Common Stock to Geneva Roth Remarks Holdings, Inc. for the conversion of 58,300 shares of Series A Preferred Stock. On March 1, 2021 the Company issued 80,850 Series A Preferred shares to Geneva Roth Remarks Holdings Inc. for cash proceeds of $73,500. On March 8, 2021, the Company issued 3,956,522 shares of Common Stock to Geneva Roth Remarks Holdings, Inc. for the conversion of 35,000 shares of Series A Preferred Stock. On March 9, 2021, the Company issued 1,437,303 shares of Common Stock to Geneva Roth Remarks Holdings, Inc. for the conversion of 12,703 shares of Series A Preferred Stock. On March 26, 2021, the Company issued a total of 9,375,000 shares of Common Stock to Crown Bridge Partners LLC in accordance with the Equity-Line Purchase Agreement of July 27, 2020 for cash proceeds of $75,000. On April 23, 2021, , the Company issued a total of 9,803,922 shares of Common Stock for cash proceeds of $50,000. On April 12, 2021, the Company issued a total of 1,080,412 shares of Common Stock for the conversion of accrued commissions of $7,860. Subsequent to March 31, 2021, the Company converted debt and accrued interest amounts totaling $9,616 for 1,780,825 shares of Common Stock. On April 30, 2020, the Company issued 59,125 shares of Series A Preferred Stock under a stock purchase agreement for proceeds of $53,750. On August 12, 2021, the Company issued a total of 25,000,000 shares of Common Stock for cash proceeds of $101,890. On July 26, 2021, the Company issued a total of 693,333 shares of Common Stock for the conversion of accrued commissions of $3,120. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Basic of Presentation and Consolidation | These condensed consolidated financial statements and related notes include the records of the Company and the Company’s wholly-owned subsidiary, Nimbo Tracking LLC which is formed in the USA. The condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited consolidated financial statements, and these unaudited condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and include all assets, liabilities, revenues and expenses of the Company and its wholly-owned subsidiary. All material intercompany transactions and balances have been eliminated. These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain information required by U.S. GAAP has been condensed or omitted in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The results for the three and nine month periods ended September 30, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2021, or for any future period. | These consolidated financial statements and related notes include the records of the Company and the Company’s wholly-owned subsidiary, Nimbo Tracking LLC, which is based in the USA. All intercompany transactions and balances have been eliminated. These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), are expressed in U.S. dollars, and, in management’s opinion, have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below. |
Use of Estimates | The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, valuation of inventory, the useful life and recoverability of equipment, impairment of goodwill, valuation of notes payable and convertible debentures, fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | The preparation of these consolidated financial statements in conformity with U.S. GAAP 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, valuation of inventory, the useful life and recoverability of equipment, impairment of goodwill, valuation of notes payable and convertible debentures, fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments purchased with an original maturity of three months or less at the time of acquisition to be cash equivalents. | The Company considers all highly liquid instruments purchased with an original maturity of three months or less at the time of acquisition to be cash equivalents. |
Accounts Receivable | Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. As of September 30, 2021 and December 31, 2020, the allowance for doubtful accounts was approximately $4,000 and $22,000, respectively. | Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. As of December 31, 2020 and 2019, the allowance for doubtful accounts was approximately $22,000 and $21,000, respectively. |
Inventory | Inventory consists of vehicle tracking and recovery devices and is comprised entirely of finished goods that can be resold. Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. There was no provision for inventory impairment recorded as of September 30, 2021 and December 31, 2020. | Inventory consists of vehicle tracking and recovery devices and is comprised entirely of finished goods that can be resold. Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. There was no provision for inventory recorded during the years ended December 31, 2020 and 2019. |
Equipment | Office equipment, computer equipment, and software are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed. All equipment was fully depreciated as of December 31, 2019. For purposes of computing depreciation, the method of depreciating equipment is as follows: Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line | Office equipment, computer equipment, and software are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed. All equipment was fully depreciated as of December 31, 2020 and 2019. For purposes of computing depreciation, the method of depreciating equipment is as follows: Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line |
Goodwill | Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company has only one reporting unit. Therefore, all of the Company’s goodwill relates to that reporting unit, and at September 30, 2021 and December 31, 2020, the carrying value for that reporting unit is negative. | Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company has only one reporting unit. Therefore, all of the Company’s goodwill relates to that reporting unit, and at December 31, 2020 and 2019, the carrying value for that reporting unit is negative. |
Impairment of Long-lived Assets | The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset during the year the impairment occurs. | The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset during the year the impairment occurs. |
Fair Value Measurements and Financial Instruments | In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” the Company is to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. See Note 4 for fair value measurement information related to the Company’s derivative liabilities. The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash and cash equivalents is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions. | In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” the Company is to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. See Note 7 for fair value measurement information related to the Company’s derivative liabilities. The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash and accounts receivable. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions. |
Revenue Recognition and Deferred Revenue | We recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue in accordance with U.S. GAAP. Title and risk of loss generally pass to our customers upon delivery, as we have insurance for lost shipments. In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. We derive substantially all our revenues from the sale of products and services combined into one performance obligation. Product revenue includes the shipment of product according to the agreement with our customers. Service revenue include vehicle tracking services and customer support (technical support), installations and consulting. A contract usually includes both product and services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Performance obligations include, but are not limited to, pass-thru harnesses and vehicle tracking services. Almost all of our revenues are derived from customers located in United States of America in the auto industry. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are not sold on a standalone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. The Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. For arrangements under which the Company provides vehicle tracking services, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program. Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. Revenue relating to the sale of service fees on its vehicle tracking and recovery services is recognized over the life of the contact. The service renewal fees are offered in terms ranging from 12 to 36 months and are generally payable upon delivery of the vehicle tracking devices or in full upon renewal. Deferred revenues are recorded net of contract assets when cash payments are received from customers in advance of the Company’s performance. Contract assets represent the costs of (1) commission costs, (2) installation costs, and (3) the underlying hardware to enable the Company to perform on its contract with customers and are amortized using the same method and term as deferred revenues. As of September 30, 2021 and December 31, 2020, deferred revenues, net of contract assets totaled $150,647 and $138,812, respectively, and contract assets totaled $48,556 and $66,022, respectively. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion. During the nine months ended September 30, 2021, the Company recorded additions to deferred revenues of $207,516 and recognized total revenues of $180,177 through the amortization of deferred revenues. During the nine months ended September 30, 2021, the Company recognized revenues of $118,048 related to deferred revenues outstanding as of December 31, 2020 as the services were performed. | We recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue in accordance with U.S. GAAP. Title and risk of loss generally pass to our customers upon delivery, as we have insurance for lost shipments. In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. We derive substantially all our revenues from the sale of products and services combined into one performance obligation. Product revenue includes the shipment of product according to the agreement with our customers. Service revenue include vehicle tracking services and customer support (technical support), installations and consulting. A contract usually includes both product and services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Performance obligations include, but are not limited to, pass-thru harnesses and vehicle tracking services. Almost all of our revenues are derived from customers located in United States of America in the auto industry. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are not sold on a standalone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. The Company has insignificant revenues related to product sales. For these revenues, the Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. For arrangements under which the Company provides vehicle tracking services, which account for the substantial portion of the Company’s revenues, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program. Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. Revenue relating to the sale of service fees on its vehicle tracking and recovery services is recognized over the life of the contact. The service renewal fees are offered in terms ranging from 12 to 36 months and are generally payable upon delivery of the vehicle tracking devices or in full upon renewal. Deferred revenues are recorded net of contract assets when cash payments are received from customers in advance of the Company’s performance. Contract assets represent the costs of (1) commission costs, (2) installation costs, and (3) the underlying hardware to enable the Company to perform on its contracts with customers and are amortized using the same method and term as deferred revenues. As of December 31, 2020 and 2019, deferred revenues, net of contract assets totaled $138,812 and $262,465, respectively, and contract assets totaled $66,022 and $143,088, respectively. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion. During the year ended December 31, 2020, the Company recorded additions to deferred revenues of $152,828 and recognized total revenues of $353,547 through the amortization of deferred revenues. During the year ended December 31, 2020, the Company recognized revenues of $303,406 related to deferred revenues outstanding as of December 31, 2019 as the services were performed. |
Financing Costs and Debt Discount | Financing costs and debt discounts are recorded as reductions to the carrying value of notes payable and convertible debentures. Amortization of financing costs and the debt discounts is calculated using the effective interest method over the term of the debt and is recorded as interest expense in the consolidated statement of operations. | Financing costs and debt discounts are recorded net of notes payable and convertible debentures in the consolidated balance sheets. Amortization of financing costs and the debt discounts is calculated using the effective interest method over the term of the debt and is recorded as interest expense in the consolidated statements of operations. |
Income Taxes | Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Stock-based Compensation | The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur. | The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur. |
Derivative Financial Instruments | The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. | The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts (including embedded conversion features) that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. |
Loss Per Share | Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share give effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, and convertible debentures, using the if-converted method. In computing diluted earnings (loss) per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted earnings (loss) per share exclude all potentially issuable shares if their effect is anti-dilutive. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented. As of September 30, 2021 and 2020, the Company has 254,372,781 and 400,697,063 potentially dilutive shares outstanding, respectively. | Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share give effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible debentures, using the if-converted method. In computing diluted earnings (loss) per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted earnings (loss) per share exclude all potentially issuable shares if their effect is anti-dilutive. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented. As of December 31, 2020 and 2019, the Company has 262,930,295 and 68,247,452 potentially dilutive shares outstanding, respectively. |
Recent Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40)” | In August 2020, the FASB issued ASU 2020-06, ”Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40)” 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 consolidated financial position or results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Summary of computing depreciation, method of depreciating equipment | Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line | Computer equipment 3 years straight-line Office equipment 5 years straight-line Software 3 years straight-line |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts and Other Receivables | |
Schedule of Accounts and Other Receivables | December 31, 2020 December 31, 2019 Trade accounts receivable $ 57,298 $ 39,398 Allowance for doubtful accounts (22,468 ) (21,262 ) $ 34,830 $ 18,136 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Liabilities (Tables) | |
Schedule of Accounts Payable and Accrued Liabilities | December 31, 2020 December 31, 2019 Trade accounts payable $ 686,222 $ 744,716 Accrued liabilities 19,349 44,162 Accrued interest payable 19,064 19,064 Payroll and commissions payable 32,101 85,416 Unrecognized tax position 90,000 90,000 $ 846,736 $ 983,358 |
Convertible Debentures and No_2
Convertible Debentures and Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Convertible Debentures and Notes Payable | ||
Schedule of long-term debt matures | Year Ending Notes Payable Convertible Notes Total 2021 (months remaining) $ 33,033 $ 27,261 $ 60,294 2022 34,058 82,484 116,542 2023 3,327 - 3,327 2024 3,454 - 3,454 2025 3,586 - 3,586 Thereafter 140,373 - 140,373 $ 216,275 $ 109,744 $ 327,575 | Year Ending Notes Payable Convertible Notes Total 2021 $ 5,943 $ 37,224 $ 43,167 2022 32,940 197,106 230,036 2023 28,951 - 28,951 2024 3,296 - 3,296 2025 3,422 - 3,422 Thereafter 138,620 - 138,620 $ 213,162 $ 234,330 $ 447,492 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Liabilities (Tables) | ||
Schedule of assumptions used fair value derivative liabilities | September 30, 2021 Expected volatility 135 - 275 % Risk free interest rate 0.05 – 0.15 % Expected life (in years) 0 - 1.50 | 2020 2019 Expected volatility 271-322 % 219% - 264 % Risk free interest rate 0.3-1.41 % 1.55% - 2.34 % Expected life (in years) 0.5-1.5 0.8 – 1.5 |
Schedule of derivative liabilities measured at fair value | Level 3 Carrying Value as of September 30, 2021 Derivative liabilities: Embedded conversion feature - convertible debt $ 44,015 Embedded conversion feature - preferred stock 112,867 $ 156,882 | Level 3 Carrying Value as of December 31, 2020 Level 3 Carrying Value as of December 31, 2019 Derivative liabilities: Embedded conversion feature – convertible debt $ 97,024 $ 87,571 Embedded conversion feature – preferred stock 92,751 4,751 $ 189,775 $ 92,322 |
Summary of fair value of derivative liabilities on a recurring basis | For The Nine Months Ended September 30, 2021 Embedded Conversion Features - Convertible Debt Balances, as of the beginning of the year $ 97,024 Derivative liabilities recorded upon issuance of convertible debt - Derivative liabilities derecognized upon debt conversion (8,994 ) Net changes in fair value included in net loss (44,105 ) Ending balance $ 44,015 Embedded Conversion Features - Preferred Stock Balances, as of the beginning of the year $ 92,751 Derivative liabilities recorded upon issuance of preferred stock 367,053 Derivative liabilities derecognized upon preferred stock conversion (234,448 ) Net changes in fair value included in net loss (112,489 ) Ending balance $ 112,867 Total ending balance $ 156,882 | For The Year Ended December 31, 2020 For The Year Ended December 31, 2019 Embedded Conversion Features – Debt Instruments Balances, as of the beginning of the year $ 87,571 $ - Derivative liabilities recorded upon issuance of debt instruments 301,351 483,331 Extinguishment due to conversion of debt instruments (1,448,326 ) (3,055 ) Net changes in fair value included in net loss 1,156,428 (392,705 ) Ending balance $ 97,024 $ 87,571 Embedded Conversion Features – Preferred Stock Balances, as of the beginning of the year $ 4,751 $ - Derivative liabilities recorded upon issuance of preferred stock 519,427 207,067 Extinguishment due to conversion of preferred stock (340,234 ) (22,067 ) Net changes in fair value included in net loss (91,193 ) (180,249 ) Ending balance $ 92,751 $ 4,751 Total ending balance $ 189,775 $ 92,322 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share Purchase Warrants | ||
Schedule of share purchase warrants | Number of warrants Weighted average exercise price Balance, December 31, 2020 166,517,918 - Issued - - Adjusted for triggered down-round provisions - - Exercised - - Expired - - Balance, September 30, 2021 166,517,918 $ - | Number of warrants Weighted average exercise price Balance, January 1, 2019 3,899,673 $ 0.20 Issued 775,000 0.10 Expired (147,059 ) 0.35 Balance, December 31, 2019 4,527,614 0.18 Issued - - Adjusted for triggered down-round provisions 315,521,528 0.00 Exercised (96,957,101 ) 0.00 Expired (56,574,123 ) 0.00 Balance, December 31, 2020 166,517,918 $ 0.00 |
Schedule of share purchase warrants outstanding | Number of warrants outstanding Exercise price Expiration date 2,222,222 $ 0.03 December 2, 2024 163,265,304 $ 0.00 September 23, 2024 980,392 $ 0.15 December 2, 2021 50,000 $ 0.20 January 2, 2022 166,517,918 | Number of warrants outstanding Exercise price Expiration date 2,222,222 $ 0.03 December 2, 2024 163,265,304 $ 0.00 September 23, 2024 980,392 $ 0.15 December 2, 2021 50,000 $ 0.20 January 2, 2022 166,517,918 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stock Options | ||
Schedule of Stock Options Roll Forward | Number of options Weighted average exercise price Aggregate intrinsic value Balance, December 31, 2020 3,250,000 $ 0.09 Granted - - Exercised - - Cancelled / forfeited (25,000 ) 0.16 Balance, September 30, 2021 3,250,000 $ 0.09 $ - | Number of options Weighted average exercise price Aggregate intrinsic value Balance, January 1, 2019 4,190,000 $ 0.16 Granted 1,500,000 0.04 Exercised - - Cancelled / forfeited - - Balance, December 31, 2019 5,690,000 $ 0.13 $ - Granted - - Cancelled / forfeited (2,440,000 ) 0.19 Balance, December 31, 2020 3,250,000 $ 0.09 $ - Vested as of December 31, 2020 3,250,000 $ 0.09 $ - Unvested as of December 31, 2020 - $ - $ - |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | Outstanding Exercisable Range of exercise prices Number of shares Weighted average remaining contractual life (years) Weighted average exercise price Number of shares Weighted average exercise price $ 0.04 1,500,000 2.6 0.04 1,500,000 0.04 $ 0.08 250,000 1.0 0.08 250,000 0.08 $ 0.13 1,425,000 0.6 0.13 1,425,000 0.13 $ 0.16 50,000 0.0 0.16 50,000 0.16 3,250,000 1.8 $ 0.09 3,250,000 $ 0.09 | Outstanding Exercisable Range of exercise prices Number of shares Weighted average remaining contractual life (years) Weighted average exercise price Number of shares Weighted average exercise price $ 0.04 1,500,000 3.4 0.04 1,500,000 0.04 $ 0.08 250,000 1.8 0.08 250,000 0.08 $ 0.13 1,425,000 1.4 0.13 1,425,000 0.13 $ 0.16 75,000 0.7 0.16 75,000 0.16 3,250,000 2.3 $ 0.09 3,250,000 $ 0.09 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of income tax provision | 2020 2019 Current: Federal $ - $ - State - - Foreign - - Total Current - - Deferred: Federal - - State - - Foreign - - Total Deferred - - Provision for income taxes $ - $ - |
Unrecognized tax benefits | 2020 2019 Computed tax benefit at federal statutory rate $ (554,289 ) $ (100,605 ) Permanent items 1,778 11,913 Stock-based compensation 58,284 1,050 Incentive stock options - - Conversion feature derivative liability 24,394 (37,852 ) Interest expense, derivative liability 34,505 36,428 Uncertain tax positions - - Impact of difference related to foreign earnings - 1,469 Gain on extinguishment of debt - - Change in fair value of derivative liability 223,699 (42,748 ) Valuation allowance 211,629 130,345 Provision for income taxes $ - $ - |
Schedule of deferred tax assets | 2020 2019 Deferred Tax Assets: Net operating loss carryforwards $ 2,501,000 $ 2,192,000 Stock-based compensation 6,000 7,000 Accounts receivable and other timing differences 140,000 197,000 Basis difference in assets and debt (64,000 ) (109,000 ) Total Deferred Tax Asset 2,583,000 2,287,000 Valuation allowance (2,583,000 ) (2,287,000 ) Net Deferred Tax Asset $ - $ - |
Schedule of reconciliation of income tax expense | Federal and State Balance at January 1, 2020 $ 90,000 Additions for tax positions related to current year - Additions for tax positions related to prior years - Balance at December 31, 2020 $ 90,000 |
Restatements (Tables)
Restatements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restatements | |
Schedule of Restatements | Account Previously Recorded Balance Corrected Balance Correction Made Statement of Operations Cost of revenues $ 428,031 $ 516,057 $ 88,026 Selling, general and administrative expenses $ 572,297 $ 484,271 $ (88,026 ) Net loss $ (479,073 ) $ (479,073 ) $ - Loss per share $ (0.01 ) $ (0.01 ) $ - |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization and Description of Business (Details Narrative) | |||
Working capital deficit | $ (919,041) | $ (1,071,809) | |
Accumulated deficit | $ (16,497,964) | $ (15,185,187) | $ (11,630,660) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment, Depreciation Methods | straight-line | straight-line |
Property, Plant and Equipment, Useful Life | 3 years | 3 years |
Office Equipment [Member] | ||
Property, Plant and Equipment, Depreciation Methods | straight-line | straight-line |
Property, Plant and Equipment, Useful Life | 5 years | 5 years |
Software [Member] | ||
Property, Plant and Equipment, Depreciation Methods | straight-line | straight-line |
Property, Plant and Equipment, Useful Life | 3 years | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Additional deferred revenue | $ 207,516 | $ 152,828 | ||
Potentially dilutive shares outstanding | 254,372,781 | 262,930,295 | 400,697,063 | 68,247,452 |
Revenues recognized | $ 180,177 | $ 353,547 | ||
Deferred revenue | 150,647 | 138,812 | $ 262,465 | |
Allowance for doubtful accounts | 4,000 | 22,000 | 21,000 | |
Contract asset balance [Member] | ||||
Deferred revenue | 48,556 | 66,022 | $ 143,088 | |
Deferred revenues outstanding [Member] | ||||
Revenues recognized | $ 118,048 | $ 303,406 |
Accounts and Other Receivable_2
Accounts and Other Receivables (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts and Other Receivables | ||
Trade accounts receivable | $ 57,298 | $ 39,398 |
Allowance for doubtful accounts | (22,468) | (21,262) |
Accounts and other receivables | $ 34,830 | $ 18,136 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill | |||
Goodwill | $ 505,508 | $ 505,508 | $ 505,508 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Payable and Accrued Liabilities | |||
Trade accounts payable | $ 686,222 | $ 744,716 | |
Accrued liabilities | 19,349 | 44,162 | |
Accrued interest payable | 19,064 | 19,064 | |
Payroll and commissions payable | 32,101 | 85,416 | |
Unrecognized tax position | 90,000 | 90,000 | |
Accounts payable and accrued liabilities | $ 772,353 | $ 846,736 | $ 983,358 |
Convertible Debentures and No_3
Convertible Debentures and Notes Payable (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
2021 | $ 60,294 | $ 43,167 |
2022 | 116,542 | 230,036 |
2023 | 3,327 | 28,951 |
2024 | 3,454 | 3,296 |
2025 | 3,586 | 3,422 |
Thereafter | 140,373 | 138,620 |
Total | 327,575 | 447,492 |
Notes Payable [Member] | ||
2021 | 33,033 | 5,943 |
2022 | 34,058 | 32,940 |
2023 | 3,327 | 28,951 |
2024 | 3,454 | 3,296 |
2025 | 3,586 | 3,422 |
Thereafter | 140,373 | 138,620 |
Total | 216,275 | 213,162 |
Convertible Notes [Member] | ||
2021 | 27,261 | 37,224 |
2022 | 82,484 | 197,106 |
2023 | 0 | 0 |
2024 | 0 | 0 |
2025 | 0 | 0 |
Thereafter | 0 | 0 |
Total | $ 109,744 | $ 234,330 |
Convertible Debentures and No_4
Convertible Debentures and Notes Payable (Details Narrative) - USD ($) | Nov. 02, 2020 | Jul. 10, 2020 | Jul. 07, 2020 | May 04, 2020 | Oct. 01, 2019 | Jun. 19, 2020 | Dec. 09, 2019 | May 17, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Proceeds from notes payable | $ 406,449 | ||||||||||||||||
Repayment of notes payable | 50,000 | $ 0 | |||||||||||||||
Interest expenses | $ 5,244 | $ 33,745 | $ 20,196 | $ 231,188 | 242,411 | 9,719 | |||||||||||
Loss on settlement of debt | $ 0 | $ (29,582) | $ 0 | $ (303,100) | $ 209,009 | $ 23,324 | |||||||||||
Convertible Notes [Member] | |||||||||||||||||
Debt conversion, converted instrument, shares issued | 659,021,898 | ||||||||||||||||
Interest expenses | $ 134,263 | ||||||||||||||||
Debt conversion, converted instrument, principal, accrued interest, and fees | 379,203 | ||||||||||||||||
Changes in derivative liability | 1,448,326 | ||||||||||||||||
Loss on settlement of debt | $ 229,322 | ||||||||||||||||
Promissory Note One [Member] | |||||||||||||||||
Proceeds from notes payable | $ 19,250 | $ 19,250 | |||||||||||||||
Debt discount | 41,000 | ||||||||||||||||
Notes payable | 44,000 | ||||||||||||||||
Derivative liability, embedded conversion feature | $ 29,000 | ||||||||||||||||
Debt conversion, converted instrument, shares issued | 100,000 | ||||||||||||||||
Conversion price | $ 0.05 | ||||||||||||||||
Promissory Note [Member] | |||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||
Proceeds from notes payable | $ 146,500 | $ 19,250 | $ 213,250 | ||||||||||||||
Debt discount | 168,000 | 25,000 | 25,000 | 255,000 | $ 60,000 | ||||||||||||
Notes payable | 255,000 | ||||||||||||||||
Derivative liability, embedded conversion feature | 99,000 | 61,000 | 142,000 | 354,000 | 100,000 | ||||||||||||
Debt conversion, converted instrument, shares issued | 300,000 | ||||||||||||||||
Payment of funding cost | 6,750 | 1,500 | |||||||||||||||
First tranche, principal amount | $ 135,000 | 25,000 | 25,000 | 50,000 | |||||||||||||
Interest expenses | $ 42,000 | $ 122,000 | 106,000 | $ 50,000 | |||||||||||||
Debt conversion, converted instrument, principal, accrued interest, and fees | $ 7,165 | 10,000 | |||||||||||||||
Additional to principal balance of note | $ 0 | ||||||||||||||||
Shareholder [Member] | |||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Proceeds from notes payable | $ 50,000 | ||||||||||||||||
Repayment of notes payable | $ 922 | ||||||||||||||||
Crown Bridge Partners, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||||
Interest rate | 7.00% | ||||||||||||||||
Debt maturity | The maturity date is 18 months from the effective date of each payment. | ||||||||||||||||
Proceeds from notes payable | $ 124,500 | ||||||||||||||||
Debt discount | 25,500 | ||||||||||||||||
Line of credit, maximum borrowing capacity | $ 150,000 | ||||||||||||||||
Additional proceeding, description | Additionally, if at any time while the Promissory Note is outstanding, the Conversion Price is equal to or lower than $0.025, then an additional $10,000 will be automatically added to the principal balance of each tranche funded under the Note. During the quarter ended June 30, 2019, $10,000 was added to the principal balance for the first tranche. | ||||||||||||||||
SBA Loans [Member] | |||||||||||||||||
Interest rate | 3.75% | ||||||||||||||||
Debt maturity | July 2050 | ||||||||||||||||
Monthly principal and interest payments | $ 731 | ||||||||||||||||
Proceeds from notes payable | $ 150,000 | ||||||||||||||||
PPP Loan [Member] | |||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||
Debt maturity | matures on May 4, 2022 | ||||||||||||||||
Proceeds from notes payable | $ 59,949 | ||||||||||||||||
Adjustment [Member] | |||||||||||||||||
Exercise price | $ 0.10 | ||||||||||||||||
Issuance of warrants to purchase common stock | 250,000 | 525,000 | 250,000 | ||||||||||||||
Common Stock Purchase Warrant Agreement [Member] | |||||||||||||||||
Exercise price | $ 0.10 | ||||||||||||||||
Issuance of warrants to purchase common stock | 250,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Warrants [Member] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Minimum [Member] | |||
Expected volatility | 135.00% | 271.00% | 219.00% |
Risk free interest rate | 0.05% | 0.30% | 1.55% |
Expected life (in years) | 0 years | 6 months | 9 months 18 days |
Maximum [Member] | |||
Expected volatility | 275.00% | 322.00% | 264.00% |
Risk free interest rate | 0.15% | 1.41% | 2.34% |
Expected life (in years) | 1 year 6 months | 1 year 6 months | 1 year 6 months |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative liabilities | |||
Embedded conversion feature - convertible debt | $ 44,015 | $ 97,024 | $ 87,571 |
Embedded conversion feature - preferred stock | 112,867 | 92,751 | 4,751 |
Derivative liabilities | $ 156,882 | $ 189,775 | $ 92,322 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Embedded Conversion Features - Debt Instrument | |||
Balances, as of the beginning of the year | $ 97,024 | $ 87,571 | $ 0 |
Derivative liabilities recorded upon issuance of debt instrument | 0 | 301,351 | 483,331 |
Extinguishment due to conversion of debt instruments | (8,994) | (1,448,326) | (3,055) |
Net changes in fair value included in net loss | (44,105) | 1,156,428 | (392,705) |
Ending balance | 44,015 | 97,024 | 87,571 |
Embedded Conversion Features - Preferred Stock | |||
Balances, as of the beginning of the year | 92,751 | 4,751 | 0 |
Derivative liabilities recorded upon issuance of preferred stock | 367,053 | 519,427 | 207,067 |
Extinguishment due to conversion of preferred stock | (234,448) | (340,234) | (22,067) |
Net changes in fair value included in net loss | (112,489) | (91,193) | (180,249) |
Ending balance | 112,867 | 92,751 | 4,751 |
Total ending balance | $ 156,882 | $ 189,775 | $ 92,322 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Rent and other office expenses | $ 1,000 | |||
Officer [Member] | ||||
Management and consulting fees | $ 110,000 | $ 106,000 | 142,000 | $ 143,000 |
Director [Member] | ||||
Due to Related Parties | 9,000 | 9,000 | 145,000 | |
Vendor [Member] | ||||
Due to Related Parties | 21,000 | 12,000 | 45,000 | |
Purchase of hardware | $ 9,000 | 28,000 | 64,000 | $ 120,000 |
VP and General Manager [Member] | ||||
Debt conversion, converted instrument, shares issued | 3,243,785 | |||
Debt conversion, converted instrument, accrued interest | $ 17,000 | |||
Rent and other office expenses | 10,000 | $ 5,000 | ||
Amount owed | $ 2,000 | $ 0 | ||
CEO and VP [Member] | ||||
Debt conversion, converted instrument, shares issued | 26,828,800 | |||
Debt conversion, converted instrument, accrued interest | $ 67,073 |
Redeemable Preferred Stock an_2
Redeemable Preferred Stock and Stockholders Deficit (Details Narratives) - USD ($) | Feb. 10, 2020 | Jun. 11, 2019 | Apr. 09, 2019 | Feb. 28, 2021 | Jul. 27, 2020 | Sep. 17, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 29, 2020 |
Common Stock issued upon exercise of warrants | 105,038,690 | |||||||||||||
Shares issued for cash, shares | 436,425 | |||||||||||||
Common stock purchase to agreement | $ 2,500,000 | |||||||||||||
Description purchase put shares | not less than $5,000 and not more than $175,000 or 200% of the average daily trading value | |||||||||||||
Share issued as a commitment fee on an equity line of credit with an investor | 8,000,000 | |||||||||||||
Accrued expenses | $ 16,543 | $ 67,072 | $ 16,543 | $ 67,072 | ||||||||||
Common stock of shares conversion | 1,780,825 | 26,828,800 | ||||||||||||
Discount rate | 20.00% | |||||||||||||
Deemed dividend | $ (196,787) | $ (87,897) | ||||||||||||
Proceeds from issuance of stock | $ 544,154 | $ 229,570 | $ 303,070 | $ 175,000 | ||||||||||
Common stock shares issued upon conversion of preferred stock and accrued dividend | 61,996,494 | 903,534,383 | 931,278,827 | |||||||||||
Shares of common stock cashless exercise of warrants | 105,038,690 | |||||||||||||
Common stock shares issued upon cashless exercise of a warrant | 5,977,712 | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock shares authorized | 124,868,383 | 26,750,000 | 124,868,383 | 10,000,000 | ||||||||||
Shares issued, shares | 58,850 | |||||||||||||
Common Stock, Shares Issued During Period, Value | 135,000 | |||||||||||||
Proceeds from issuance of stock | $ 544,154 | $ 151,250 | $ 202,973 | 135,000 | ||||||||||
Stock based compensation expense | $ 0 | $ 0 | 291,374 | 277,543 | 277,543 | $ 0 | ||||||||
CEO and VP [Member] | ||||||||||||||
Accrued expenses | $ 67,072 | |||||||||||||
Common Stock, shares issued | 26,828,800 | |||||||||||||
Debt conversion, converted instrument, shares issued | 26,828,800 | |||||||||||||
Debentures [Member] | ||||||||||||||
Common stock shares issued in connection with convertible debt/equity | 100,000 | |||||||||||||
Common stock value issued in connection with convertible debt/equity | $ 5,000 | |||||||||||||
Shares issued upon conversion of debentures | 300,000 | |||||||||||||
Debt conversion, debentures converted, principal and related fees | $ 7,165 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Deemed dividend | 294,499 | |||||||||||||
Proceeds from issuance of stock | 396,750 | |||||||||||||
Preferred stock shares authorized | 1,250,000 | |||||||||||||
Common stock shares issued in connection with convertible debt/equity | 2,977,226 | |||||||||||||
Derivative liabilities | $ 367,063 | $ 367,063 | ||||||||||||
Common stock value issued in connection with convertible debt/equity | $ 80,122 | |||||||||||||
Preferred stock shares converted | 21,699,098 | |||||||||||||
Common Shares [Member] | ||||||||||||||
Common Stock, Shares Issued During Period, Value | $ 6,275,537 | $ 44,803,645 | 4,000,000 | |||||||||||
Proceeds from issuance of stock | 60,920 | 202,973 | $ 135,000 | |||||||||||
Common stock issued for services | 150,000 | |||||||||||||
Common stock issued for services, value | $ 6,000 | |||||||||||||
Series A Convertible Preferred Stock [Member] | Holder [Member] | ||||||||||||||
Deemed dividend | $ 196,787 | $ 202,021 | ||||||||||||
Common stock shares issued upon conversion of preferred stock and accrued dividend | 61,996,494 | 272,256,929 | 2,977,226 | |||||||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||||||||||
Common stock shares issued in connection with convertible debt/equity | 1,250,000 | |||||||||||||
Changes in derivative liability | $ 234,448 | $ 340,234 | ||||||||||||
Preferred stock shares converted | 326,150 | 308,000 | 42,000 | |||||||||||
Reduction of debt discount | $ 157,833 | $ 253,896 | ||||||||||||
Loss on extinguishment | $ 23,000 | |||||||||||||
Series B Super Voting Preferred Stock [Member] | ||||||||||||||
Preferred stock shares authorized | 1,000,000 | 500,000 | 10,000,000 | |||||||||||
Stock based compensation expense | $ 277,543 | $ 278,447 | $ 277,543 | |||||||||||
Voting right | has voting rights equal to 500 shares of Common Stock | stock has voting rights equal to 500 shares of common stock | ||||||||||||
Repurchase share price | $ 0.001 | |||||||||||||
Equity Purchase Agreement [Member] | ||||||||||||||
Common Stock, Shares Issued During Period, Value | $ 51,723 | |||||||||||||
Common Stock, Shares Issued During Period, Shares | 18,053,465 | 18,053,645 | ||||||||||||
Common Stock, Shares Issued During Period, Value, amount | $ 51,723 | |||||||||||||
Common stock issued as a commitment fee | 8,000,000 | |||||||||||||
Agreement description | Per the terms of the agreement, the investor will purchase up to $2,500,000 of the Company’s Common Stock at a 20% discount to the market price or the valuation price (as defined). The Company has the right, but not the obligation, to direct the investor to purchase put shares of not less than $5,000 and not more than $175,000 or 200% of the average daily trading value | |||||||||||||
Rights and Privileges of the Series A Preferred Stock [Member] | ||||||||||||||
Voting right | Stock holders have no voting rights | |||||||||||||
Mandatory Redemption, description | 18 months after the Issuance Date | |||||||||||||
Dividend, percentage | 8.00% | 8.00% | ||||||||||||
Redemption | 270 | |||||||||||||
Stock conversion, description | At any time after 6 months following the Issuance Date | At any time after 6 months following the Issuance Date | ||||||||||||
Series A Preferred Stock Purchase Agreements [Member] | Investor [Member] | ||||||||||||||
Deemed dividend | $ 203,000 | |||||||||||||
Common Stock, Shares Issued During Period, Value | $ 58,300 | $ 86,000 | $ 58,300 | 333,850 | ||||||||||
Proceeds from issuance of stock | 50,000 | 75,000 | 50,000 | $ 60,920 | 303,070 | |||||||||
Derivative liabilities | 519,427 | |||||||||||||
Preferred stock shares converted | 21,699,098 | |||||||||||||
Reduction of debt discount | 256,526 | |||||||||||||
Series B Super Voting Preferred Stock, shares | 2,000,000 | |||||||||||||
Legal cost | $ 3,000 | $ 3,000 | $ 3,000 | |||||||||||
February 1 2021 [Member] | ||||||||||||||
Deemed dividend | $ 72,554 | |||||||||||||
Shares issued, shares | 58,850 | |||||||||||||
Proceeds amount | $ 53,500 | |||||||||||||
April 5 2021 [Member] | ||||||||||||||
Shares issued, shares | 58,850 | |||||||||||||
Proceeds amount | $ 53,500 | |||||||||||||
August 11, 2021 [Member] | ||||||||||||||
Shares issued, shares | 59,125 | |||||||||||||
Proceeds amount | $ 53,750 | |||||||||||||
April 30 2021 [Member] | ||||||||||||||
Shares issued, shares | 59,125 | |||||||||||||
Proceeds amount | $ 53,750 | |||||||||||||
June 17 2021 [Member] | ||||||||||||||
Shares issued, shares | 60,500 | |||||||||||||
Proceeds amount | $ 55,000 | |||||||||||||
September 13, 2021 [Member] | ||||||||||||||
Shares issued, shares | 59,125 | |||||||||||||
Proceeds amount | $ 53,750 | |||||||||||||
March 1 2021 [Member] | ||||||||||||||
Proceeds amount | 73,500 | |||||||||||||
Proceeds from issuance of stock | $ 80,850 | $ 202,973 | $ 135,000 |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) - Warrants [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of warrants, beginning balance | 166,517,918 | 4,527,614 | 3,899,673 |
Number of warrants, issued | 0 | 775,000 | |
Number of warrants, Adjusted for triggered down-round provisions | 0 | 315,521,528 | 0 |
Number of warrants, exercised | 0 | (96,957,101) | |
Number of warrants, expired | 0 | (56,574,123) | (147,059) |
Number of warrants, ending balance | 166,517,918 | 166,517,918 | 4,527,614 |
Weighted average exercise price, beginning balance | $ 0 | $ 0.18 | $ 0.20 |
Weighted average exercise price, issued | 0 | 0 | 0.10 |
Weighted average exercise price, adjusted for triggered down-round provisions | 0 | 0 | |
Weighted average exercise price, exercised | 0 | 0 | |
Weighted average exercise price, expired | 0 | 0 | 0.35 |
Weighted average exercise price, ending balance | $ 0 | $ 0 | $ 0.18 |
Share Purchase Warrants (Deta_2
Share Purchase Warrants (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Number of warrants outstanding | 166,517,918 | 166,517,918 |
Warrants At 0.20 [Member] | ||
Number of warrants outstanding | 50,000 | 50,000 |
Expiry date | January 2, 2022 | January 2, 2022 |
Exercise price (in Dollars per share) | $ 0.20 | $ 0.20 |
Warrants At 0.03 [Member] | ||
Number of warrants outstanding | 2,222,222 | 2,222,222 |
Expiry date | December 2, 2024 | December 2, 2024 |
Exercise price (in Dollars per share) | $ 0.03 | $ 0.03 |
Warrants At 0.00 [Member] | ||
Number of warrants outstanding | 163,265,304 | 163,265,304 |
Expiry date | September 23, 2024 | September 23, 2024 |
Exercise price (in Dollars per share) | $ 0 | $ 0 |
Warrants At 0.15 [Member] | ||
Number of warrants outstanding | 980,392 | 980,392 |
Expiry date | December 2, 2021 | December 2, 2021 |
Exercise price (in Dollars per share) | $ 0.15 | $ 0.15 |
Share Purchase Warrants (Deta_3
Share Purchase Warrants (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 21, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Purchase Warrants | |||||||
Revised exercise price of warrants | $ 0.03 | $ 0.000245 | |||||
Revised numbers of warrants | 2,222,222 | ||||||
Maturity date of warrants | Dec. 2, 2024 | ||||||
Increase in value of warrants | $ 0 | $ 0 | $ 0 | $ 370,726 | $ 370,726 | $ 0 |
Stock Options (Details)
Stock Options (Details) - Stock Option [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of warrants, beginning balance | 3,250,000 | 5,690,000 | 4,190,000 |
Number of shares, granted | 0 | 1,500,000 | |
Number of shares, exercised | 0 | ||
Number of shares, cancelled / forfeited | 0 | (2,440,000) | |
Number of warrants, ending balance | 3,250,000 | 3,250,000 | 5,690,000 |
Number of shares, Vested | 3,250,000 | ||
Weighted average exercise price, beginning balance | $ 0.09 | $ 0.13 | $ 0.16 |
Weighted average exercise price, granted | 0 | 0 | 0.04 |
Weighted average exercise price, exercised | 0 | 0 | |
Weighted average exercise price Cancelled / forfeited | 0.16 | 0.19 | 0 |
Weighted average exercise price, ending balance | $ 0.09 | 0.09 | $ 0.13 |
Weighted average exercise price, Vested | 0.09 | ||
Weighted average exercise price, Unvested | $ 0 | ||
Aggregate intrinsic value, ending | $ 0 | $ 0 | |
Aggregate intrinsic value, Vested | 0 | ||
Aggregate intrinsic value, unvested | $ 0 | $ 0 |
Stock Options (Details 1)
Stock Options (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Option [Member] | ||||
Options Outstanding, Weighted average remaining contractual life | 1 year 9 months 18 days | 2 years 3 months 18 days | ||
Options Outstanding, Number of shares (in Shares) | 3,250,000 | 3,250,000 | 5,690,000 | 4,190,000 |
Options Outstanding, Weighted average exercise price | $ 0.09 | $ 0.09 | ||
Options Exercisable, Number of shares (in Shares) | 3,250,000 | 3,250,000 | ||
Options Exercisable, Weighted average exercise price | $ 0.09 | $ 0.09 | ||
Options 001 [Member] | ||||
Options Outstanding, Weighted average remaining contractual life | 2 years 7 months 6 days | 3 years 4 months 24 days | ||
Range of exercise prices | $ 0.04 | |||
Options Outstanding, Number of shares (in Shares) | 1,500,000 | 1,500,000 | ||
Options Outstanding, Weighted average exercise price | $ 0.04 | $ 0.04 | ||
Options Exercisable, Number of shares (in Shares) | 1,500,000 | 1,500,000 | ||
Options Exercisable, Weighted average exercise price | $ 0.04 | $ 0.04 | ||
Options 002 [Member] | ||||
Options Outstanding, Weighted average remaining contractual life | 1 year | 1 year 9 months 18 days | ||
Range of exercise prices | $ 0.08 | $ 0.08 | ||
Options Outstanding, Number of shares (in Shares) | 250,000 | 250,000 | ||
Options Outstanding, Weighted average exercise price | $ 0.08 | $ 0.08 | ||
Options Exercisable, Number of shares (in Shares) | 250,000 | 250,000 | ||
Options Exercisable, Weighted average exercise price | $ 0.08 | $ 0.08 | ||
Options 03 [Member] | ||||
Options Outstanding, Weighted average remaining contractual life | 7 months 6 days | 1 year 4 months 24 days | ||
Range of exercise prices | $ 0.13 | $ 0.13 | ||
Options Outstanding, Number of shares (in Shares) | 1,425,000 | 1,425,000 | ||
Options Outstanding, Weighted average exercise price | $ 0.13 | $ 0.13 | ||
Options Exercisable, Number of shares (in Shares) | 1,425,000 | 1,425,000 | ||
Options Exercisable, Weighted average exercise price | $ 0.13 | $ 0.13 | ||
Options 04 [Member] | ||||
Options Outstanding, Weighted average remaining contractual life | 0 years | 8 months 12 days | ||
Range of exercise prices | $ 0.16 | $ 0.16 | ||
Options Outstanding, Number of shares (in Shares) | 50,000 | 75,000 | ||
Options Outstanding, Weighted average exercise price | $ 0.16 | $ 0.16 | ||
Options Exercisable, Number of shares (in Shares) | 50,000 | 75,000 | ||
Options Exercisable, Weighted average exercise price | $ 0.16 | $ 0.16 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | ||
Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Stock-based compensation | $ 14,906 | $ 0 | $ 15,000 | $ 15,000 | $ 51,000 | $ 14,906 |
Stock option plan [Member] | ||||||
Common stock shares reserved under plan | 4,765,000 | 4,765,000 | ||||
Stock options maturity period | 10 years | |||||
Equity Option [Member] | Employee [Member] | ||||||
Stock options issued to related party | 1,500,000 | |||||
Stock options issued to related party, fair value | $ 0.04 | |||||
Volatility rate | 243.00% | |||||
Risk-free interest rate | 2.20% | |||||
Expected term | 5 years | |||||
Stock options vesting percentage, periodically | 25.00% | |||||
Frequency of periodic vesting of stock options | quarterly | |||||
Stock options vesting period | 1 year |
Risks and Uncertainties (Detail
Risks and Uncertainties (Details Narrative) - Customer Concentration Risk | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sales Revenue, Net [Member] | ||||
Concentration Risk, Percentage | 67.00% | 60.00% | 61.00% | 24.00% |
Accounts Receivable [Member] | ||||
Concentration Risk, Percentage | 99.00% | 99.00% | 99.00% | 99.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total Current | 0 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total Deferred | 0 | 0 |
Provision for Income Taxes | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loss on settlement of debt | $ 0 | $ (29,582) | $ 0 | $ (303,100) | $ 209,009 | $ 23,324 |
Provision for income taxes | 0 | 0 | ||||
Reconciliation of income taxes [Member] | ||||||
Computed tax benefit at federal statutory rate | (554,289) | (100,605) | ||||
Permanent items | 1,778 | 11,913 | ||||
Stock-based compensation | 58,284 | 1,050 | ||||
Incentive stock options | 0 | 0 | ||||
Conversion feature derivative liability | 24,394 | (37,852) | ||||
Interest expense, derivative liability | 34,505 | 36,428 | ||||
Uncertain tax positions | 0 | 0 | ||||
Impact of difference related to foreign earnings | 0 | 1,469 | ||||
Loss on settlement of debt | 0 | 0 | ||||
Change in fair value of derivative liability | 223,699 | (42,748) | ||||
Valuation allowance | 211,629 | 130,345 | ||||
Provision for income taxes | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 2,501,000 | $ 2,192,000 |
Stock-based compensation | 6,000 | 7,000 |
Accounts receivable and other timing differences | 140,000 | 197,000 |
Basis difference in assets and debt | (64,000) | (109,000) |
Total Deferred Tax Asset | 2,583,000 | 2,287,000 |
Valuation allowance | (2,583,000) | (2,287,000) |
Net Deferred Tax Asset | $ 0 | $ 0 |
Income Taxes (Details 3)
Income Taxes (Details 3) - Federal and State [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Unrecognized tax benefit, beginning | $ 90,000 |
Additions for tax positions related to current year | 0 |
Additions for tax positions related to prior years | 0 |
Unrecognized tax benefit, ending | $ 90,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Details Narrative) | ||
Net operating loss carryforwards, federal | $ 8,335,000 | |
Net operating loss carryforwards, state | $ 8,084,000 | |
Operating loss carry forward, expiry date, description | expire beginning in the year 2029 | |
Unrecognized tex benefit | $ 90,000 | $ 90,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | ||
Obligation in accounts payable and liabilities | $ 37,984 | $ 37,984 |
Rent expenses | 16,000 | $ 39,000 |
Monthly lease expenses | 1,000 | |
Loss on breach of contract | $ 1,000,000 |
Restatements (Details)
Restatements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Statement of Operations | |||||||||||
Cost of revenues | $ 49,556 | $ 43,118 | $ 164,270 | $ 135,662 | $ 271,363 | $ 516,057 | |||||
Selling, general and administrative expenses | 153,155 | 182,032 | 384,144 | 394,232 | 448,857 | 484,271 | |||||
Net loss | $ (262,366) | $ (325,937) | $ (352,548) | $ (27,450) | $ (1,623,296) | $ (859,173) | $ (940,851) | $ (2,509,919) | $ (2,639,472) | $ (479,073) | $ (2,639,472) |
Loss per share | $ 0 | $ 0 | $ 0 | $ (0.01) | $ 0 | $ (0.01) | |||||
Previously Recorded Balance [Member] | |||||||||||
Statement of Operations | |||||||||||
Cost of revenues | $ 428,031 | ||||||||||
Selling, general and administrative expenses | 572,297 | ||||||||||
Net loss | $ (479,073) | ||||||||||
Loss per share | $ (0.01) | ||||||||||
Corrected Balance [Member] | |||||||||||
Statement of Operations | |||||||||||
Cost of revenues | $ 516,057 | ||||||||||
Selling, general and administrative expenses | 484,271 | ||||||||||
Net loss | $ (479,073) | ||||||||||
Loss per share | $ (0.01) | ||||||||||
Correction Made [Member] | |||||||||||
Statement of Operations | |||||||||||
Cost of revenues | $ 88,026 | ||||||||||
Selling, general and administrative expenses | 88,026 | ||||||||||
Net loss | $ 0 | ||||||||||
Loss per share | $ 0 |
Subsequent Events (Details Narr
Subsequent Events (Details NarrativeS) - USD ($) | Aug. 12, 2021 | Apr. 12, 2021 | Mar. 09, 2021 | Mar. 08, 2021 | Feb. 12, 2021 | Jan. 14, 2021 | Jan. 05, 2021 | Oct. 18, 2021 | Jul. 26, 2021 | Apr. 30, 2021 | Apr. 23, 2021 | Mar. 31, 2021 | Jul. 27, 2020 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 26, 2021 | Mar. 31, 2020 |
Articles of Incorporation amendment description | the Company’s authorized shares of capital stock to 1,750,000,000 shares from 1,500,000,000 shares, of which 1,740,000,000 will be Common Stock, and 10,000,000 will be Preferred Stock, with such rights and preferences as set by the Board of Directors from time to time | ||||||||||||||||||
Common stock, shares issued | 17,000,000 | ||||||||||||||||||
Common stock, shares issued, value | $ 75,480 | ||||||||||||||||||
Common stock, shares issued | 1,393,091,199 | 1,192,192,158 | 74,242,196 | ||||||||||||||||
Preferred stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Common stock, shares issued to related party, amount | $ 16,543 | ||||||||||||||||||
Common stock shares issued under private placement, amount | $ 135,000 | ||||||||||||||||||
Rep Agent and VP of Business Development [Member] | |||||||||||||||||||
Common stock, shares issued | 4,203,514 | ||||||||||||||||||
VP of operations [Member] | Subsequent Event [Member] | Accrued commission [Member] | |||||||||||||||||||
Common stock, Conversion of Stock, Shares Issued | 16,543 | ||||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,243,785 | ||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Convertible preferred stock, converted | 82,795 | ||||||||||||||||||
Common stock shares issued upon conversion of debt | 21,699,098 | ||||||||||||||||||
Series A Preferred Stock [Member] | Purchase Agreement [Member] | |||||||||||||||||||
Common stock, shares issued | 25,000,000 | 17,000,000 | 693,333 | 59,125 | 21,699,098 | ||||||||||||||
Cash proceeds | $ 101,890 | $ 75,480 | $ 53,750 | $ 82,975 | |||||||||||||||
Conversion of accrued commissions | $ 3,120 | ||||||||||||||||||
Series A Preferred shares [Member] | Geneva Roth Remarks Holdings Inc. [Member] | Subsequent Event [Member] | |||||||||||||||||||
Common stock, Conversion of Stock, Shares Issued | 1,437,303 | 3,956,522 | 8,787,246 | ||||||||||||||||
Debt conversion, converted instrument, shares issued | 12,703 | 35,000 | 58,850 | ||||||||||||||||
Series A Preferred shares [Member] | Geneva Roth Remarks Holdings Inc. [Member] | February 1, 2021 [Member] | |||||||||||||||||||
Preferred stock, shares issued, amount | $ 53,500 | ||||||||||||||||||
Series A Preferred shares [Member] | Geneva Roth Remarks Holdings Inc. [Member] | March 1, 2021 [Member] | |||||||||||||||||||
Preferred stock, shares issued, amount | $ 73,500 | ||||||||||||||||||
Debt conversion, converted instrument, shares issued | 80,850 | ||||||||||||||||||
Series B Super Voting Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, shares issued | 1,500,000 | ||||||||||||||||||
Preferred stock, shares par value | $ 0.001 | ||||||||||||||||||
Voting right | Each share of Series B Preferred Stock has voting power equal to 500 shares of Common Stock. The voted Series B Preferred shares, which equal approximately 62% | ||||||||||||||||||
Crown Bridge Partners LLC [Member] | Equity-Line Purchase Agreement [Member] | |||||||||||||||||||
Common stock, shares issued | 1,080,412 | 9,803,922 | 1,780,825 | 1,780,825 | 9,375,000 | ||||||||||||||
Cash proceeds | $ 50,000 | $ 75,000 | |||||||||||||||||
Conversion of accrued commissions | $ 7,860 | ||||||||||||||||||
Debt and accrued interest | $ 9,616 | ||||||||||||||||||
Crown Bridge Partners LLC [Member] | Subsequent Event [Member] | Equity-Line Purchase Agreement [Member] | |||||||||||||||||||
Common stock, shares issued to related party, shares | 7,500,000 | ||||||||||||||||||
Common stock, shares issued to related party, amount | $ 36,000 | ||||||||||||||||||
Investor [Member] | Subsequent Event [Member] | |||||||||||||||||||
Common stock shares issued under private placement, shares | 4,901,961 | ||||||||||||||||||
Common stock shares issued under private placement, amount | $ 25,000 | ||||||||||||||||||
Vendor and Rep Agent and VP [Member] | |||||||||||||||||||
Common stock shares issued for services | 4,203,514 |