Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 14, 2020 | Jun. 30, 2019 | |
Details | |||
Registrant CIK | 0001429393 | ||
Fiscal Year End | --12-31 | ||
Registrant Name | Trutankless, Inc. | ||
SEC Form | 10-K/A | ||
Period End date | Dec. 31, 2019 | ||
Tax Identification Number (TIN) | 26-2137574 | ||
Number of common stock shares outstanding | 54,287,966 | ||
Public Float | $ 21,253,665 | ||
Filer Category | Non-accelerated Filer | ||
Current with reporting | Yes | ||
Interactive Data Current | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Shell Company | false | ||
Small Business | true | ||
Emerging Growth Company | false | ||
Entity File Number | 000-54219 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 15720 N. Greenway Hayden Loop, Suite 2 | ||
Entity Address, City or Town | Scottsdale | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85260 | ||
City Area Code | 480 | ||
Local Phone Number | 275-7572 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 4,342 | $ 9,668 |
Accounts receivable, net | 270,381 | 214,260 |
Inventory | 106,958 | 403,322 |
Prepaid consulting expenses, current | 373,072 | 227,111 |
Total current assets | 754,753 | 854,361 |
Other Assets | ||
Prepaid consulting expenses, long-term | 108,260 | 0 |
Right of use asset | 50,234 | 0 |
Other assets | 13,994 | 16,444 |
Total other assets | 172,488 | 16,444 |
Total assets | 927,241 | 870,805 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,189,370 | 1,178,685 |
Lease liability | 14,723 | 0 |
Accrued interest payable - related party | 18,668 | 10,166 |
Customer deposits | 0 | 600 |
Derivative liability, current | 613,716 | 0 |
Notes payable - related party | 69,150 | 99,150 |
Notes payable, net of debt discount | 411,807 | 45,717 |
Convertible notes payable, net of debt discount | 1,583,066 | 983,220 |
Total current liabilities | 3,900,500 | 2,317,538 |
Lease liability, long-term | 37,189 | 0 |
Convertible notes payable, long-term, net of debt discount | 17,242 | 226,880 |
Notes payable, long-term, net of debt discount | 0 | 282,233 |
Total long-term liabilities | 54,431 | 509,113 |
Total liabilities | 3,954,931 | 2,826,651 |
Stockholders' deficit | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized,76,000 shares issued and outstanding as ofDecember 31, 2019 and 2018, respectively | 76 | 76 |
Common stock, $0.001 par value, 100,000,000 shares authorized,45,427,303 and 34,739,902 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 45,427 | 34,740 |
Additional paid in capital | 28,928,084 | 25,364,090 |
Subscriptions payable | 424,705 | 178,000 |
Accumulated deficit | (32,425,982) | (27,532,752) |
Total stockholders' deficit | (3,027,690) | (1,955,846) |
Total liabilities and stockholders' deficit | $ 927,241 | $ 870,805 |
CONSOLIDATED BALANCE SHEETS - P
CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 76,000 | 76,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 45,427,303 | 34,739,902 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Revenue | $ 1,908,708 | $ 1,537,958 |
Cost of goods sold | 1,731,321 | 1,703,608 |
Gross profit (loss) | 177,387 | (165,650) |
Operating expenses | ||
General and administrative | 1,706,193 | 1,384,342 |
Research and development | 417,158 | 216,069 |
Professional fees | 1,397,834 | 1,127,937 |
Total operating expenses | 3,521,185 | 2,728,348 |
Loss from operations | 3,343,798 | 2,893,998 |
Other expenses | ||
Gain (loss) on change of derivative liability | (29,429) | 0 |
Interest expense | (1,393,189) | (641,619) |
Gain (loss) on settlement of notes | (126,814) | 0 |
Total other expenses | (1,549,432) | (641,619) |
Net loss before tax provision | (4,893,230) | (3,535,617) |
Tax provision | 0 | 0 |
Net income (loss) | $ (4,893,230) | $ (3,535,617) |
Net loss per common share - basic and diluted | $ (0.13) | $ (0.11) |
Weighted average number of common sharesoutstanding - basic and diluted | 39,589,359 | 30,747,462 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Subscriptions Payable | Retained Earnings | Total |
Equity Balance at Dec. 31, 2017 | $ 76 | $ 27,925 | $ 21,986,722 | $ 548,780 | $ (23,997,135) | $ (1,433,632) |
Equity Balance, Shares at Dec. 31, 2017 | 76,000 | 27,924,842 | ||||
Stock Issued During Period, Value, New Issues | $ 0 | $ 2,694 | 1,160,553 | 39,220 | 0 | 1,202,467 |
Stock Issued During Period, Shares, New Issues | 2,693,500 | |||||
Stock Issued During Period, Value, Issued for Services | 0 | $ 2,727 | 1,344,057 | (110,000) | 0 | 1,236,784 |
Stock Issued During Period, Shares, Issued for Services | 2,726,560 | |||||
Stock issued for cancelation, value | 0 | $ 600 | 299,400 | (300,000) | 0 | 0 |
Stock issued for cancelation, shares | 600,000 | |||||
Stock issued for debt discounts | 0 | $ 795 | 396,705 | 0 | 0 | 397,500 |
Stock issued for debt discounts, shares | 795,000 | |||||
Effect of Warrants issued with Beneficial Conversion | 0 | $ 0 | 176,653 | 0 | 0 | 176,653 |
Net income (loss) | $ 0 | $ 0 | 0 | 0 | (3,535,617) | (3,535,617) |
Equity Balance, Shares at Dec. 31, 2018 | 76,000 | 34,739,902 | ||||
Equity Balance at Dec. 31, 2018 | $ 76 | $ 34,740 | 25,364,090 | 178,000 | (27,532,752) | (1,955,846) |
Stock Issued During Period, Value, New Issues | 0 | $ 5,625 | 1,466,625 | 61,000 | 0 | $ 1,533,250 |
Stock Issued During Period, Shares, New Issues | 5,625,000 | 5,625,000 | ||||
Stock Issued During Period, Value, Issued for Services | 0 | $ 2,679 | 1,306,468 | 90,705 | 0 | $ 1,399,852 |
Stock Issued During Period, Shares, Issued for Services | 2,679,300 | 2,679,300 | ||||
Stock issued for debt discounts | 0 | $ 1,777 | 501,790 | 95,000 | 0 | $ 598,567 |
Stock issued for debt discounts, shares | 1,777,000 | 1,777,777 | ||||
Stock issued for settlement of notes payable, value | 0 | $ 606 | 289,111 | 0 | 0 | $ 289,717 |
Stock issued for settlement of notes payable, shares | 606,101 | 606,101 | ||||
Net income (loss) | $ 0 | $ 0 | 0 | 0 | (4,893,230) | $ (4,893,230) |
Equity Balance, Shares at Dec. 31, 2019 | 76,000 | 45,427,303 | ||||
Equity Balance at Dec. 31, 2019 | $ 76 | $ 45,427 | $ 28,928,084 | $ 424,705 | $ (32,425,982) | $ (3,027,690) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (4,893,230) | $ (3,535,617) |
Adjustments to reconcile net loss to net cashprovided by operating activities: | ||
Shares issued for services | 1,399,852 | 1,236,784 |
Gain (loss) on change of derivative liability | 29,429 | 0 |
Depreciation and amortization | 950 | 5,035 |
Non-cash operating lease expense | 14,744 | 0 |
Amortization of debt discount | 465,387 | 393,802 |
Noncash financing expense | 604,282 | 0 |
Allowance for doubtful accounts | 36,272 | 13,495 |
Gain (loss) on settlement of notes | 126,814 | 0 |
Changes in assets and liabilities | ||
Accounts receivable | (92,393) | (98,509) |
Inventory | 296,364 | (245,835) |
Prepaid expenses | (254,221) | 91,096 |
Customer deposit | 900 | (1,781) |
Accounts payable | 60,842 | 550,133 |
Interest payable - related party | (1,252) | 5,683 |
Lease liabilities | (13,066) | 0 |
Net cash used in operating activities | (2,218,326) | (1,585,714) |
Cash Flows from Investing Activities: | ||
Purchase of fixed assets | 0 | (892) |
Net cash used in investing activities | 0 | (892) |
Cash Flows from Financing Activities: | ||
Proceeds from convertible notes payable | 595,500 | 285,000 |
Repayments of convertible notes payable | (16,000) | 0 |
Proceeds from notes payable | 137,000 | 115,000 |
Repayments from notes payable | (6,750) | (80,000) |
Proceeds from notes payable - related party | 5,000 | 0 |
Repayments from notes payable - related party | (35,000) | 0 |
Repayments on line of credit - related party | 0 | (4,791) |
Proceeds from sale of common stock, net of offering costs | 1,533,250 | 1,202,466 |
Net cash provided by financing activities | 2,213,000 | 1,517,675 |
Net decrease in cash | (5,326) | (68,931) |
Cash, beginning of period | 9,668 | 78,599 |
Cash, end of period | 4,342 | 9,668 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 46,933 | 30,450 |
Cash paid for taxes | 0 | 0 |
SUPPLEMENTARY DISCLOSURE OF NON-CASHINVESTING AND FINANCING ACTIVITIES: | ||
Recognition of right of use asset and liability | 64,978 | 0 |
Modification of notes payable to convertible notes payable | 100,000 | 0 |
Recognition of derivative liability | 277,069 | 0 |
Settlement of notes payable and accrued interest for stock payable | $ 162,903 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Summary of Significant Accounting Policies | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Company was incorporated on March 7, 2008 under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. On June 4, 2018, the Company amended its articles of incorporation and changed its name to Trutankless, Inc. The Company is involved in sales, marketing, research and development of a high quality, whole-house, smart electric tankless water heater that is more energy efficient than conventional products. Management anticipates the Company's trutankless water heater, with Wi-Fi capability and trutankless' proprietary apps offered in the iOS and Android store, will augment existing products in the home automation space. Principles of consolidation The consolidated financial statements include the accounts of Trutankless, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. All significant inter-company transactions and balances have been eliminated. Reclassifications Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Website The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company plans to commence amortization upon completion and release of the Company’s fully operational website. Stock-based compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. Income Taxes The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of December 31, 2019 and 2018. Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of December 31, 2019 and 2018, the Company had no accrued interest or penalties related to uncertain tax positions. Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). Revenue recognition We recognize revenue in accordance with ASC 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. Revenue recognition occurs at the time the product is shipped to customers, when control transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability is probable. Fair value of financial instruments The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of December 31, 2019 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at December 31, 2019 and 2018. Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of December 31, 2019 and 2018: 2019 Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 613,716 $ 613,716 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ - $ – As of December 31, 2019, the Company’s stock price was $0.35, risk-free discount rate of 1.60% and volatility of 182% The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Amount Balance December 31, 2018 $ - Debt discount originated from derivative liabilities 277,069 Financing cost recorded (307,218) Change in fair market value of derivative liabilities (29,429) Balance December 31, 2019 $ 613,716 Recent Accounting Pronouncements ASU 2016-02 - In February 2016, the FASB issued ASU No. 2016-02, "Leases", ("ASC 842") which amended the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASC 842 is effective for public companies during interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, which permits entities to record the right-of-use asset and lease liability on the date of adoption, with no requirement to recast comparative periods. We adopted ASC 842 effective January 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings on January 1, 2019. Therefore, comparative financial information was not adjusted and continues to be reported under the prior lease accounting guidance in ASC 840. We elected the transition relief package of practical expedients, and as a result, we did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less, as well as the land easement practical expedient for maintaining our current accounting policy for existing or expired land easements. In June 2018, the FASB issued ASU 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," which modifies the accounting for share-based payment awards issued to nonemployees to largely align it with the accounting for share-based payment awards issued to employees. ASU 2018-07 is effective for us for annual periods beginning January 1, 2019. Management evaluated ASU 2018-07 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements. |
Going Concern Disclosure
Going Concern Disclosure | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Going Concern Disclosure | NOTE 2 - GOING CONCERN The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the CompanyÂ’s ability to continue as a going concern. The CompanyÂ’s ability to continue as a going concern is dependent on the CompanyÂ’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. As of December 31, 2019, the Company had $4,342 cash on hand. At December 31, 2019 the Company has an accumulated deficit of $32,425,982. For the twelve months ended December 31, 2019, the Company had a net loss of $(4,893,230), and cash used in operations of $(2,218,326). These factors raise substantial doubt about the CompanyÂ’s ability to continue as a going concern within one year from the date of filing. Over the next twelve months management plans raise additional capital and to invest its working capital resources in sales and marketing in order to increase the distribution and demand for its products. If the Company fails to generate sufficient revenue and obtain additional capital to continue at its expected level of operations, the Company may be forced to scale back or discontinue its sales and marketing efforts. However, there is no guarantee the Company will generate sufficient revenues or raise capital to continue operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Inventory Disclosure
Inventory Disclosure | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Inventory Disclosure | NOTE 3 - INVENTORY Inventories consist of the following at: December 31, 2019 December 31, 2018 Finished goods 106,958 403,322 Total $ 106,958 $ 403,322 |
ACCOUNTS RECEIVABLE, NET, DISCL
ACCOUNTS RECEIVABLE, NET, DISCLOSURE | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
ACCOUNTS RECEIVABLE, NET, DISCLOSURE | NOTE 4 - ACCOUNTS RECEIVABLE, NET Accounts receivable consist of the following at: December 31, 2019 December 31, 2018 Accounts receivable 377,222 222,959 Allowance for doubtful accounts 106,958 70,569 Total $ 270,381 $ 214,260 |
PREPAID EXPENSES DISCLOSURE
PREPAID EXPENSES DISCLOSURE | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
PREPAID EXPENSES DISCLOSURE | NOTE 5 - PREPAID CONSULTING EXPENSES During the years ended December 31, 2019 and 2018, the Company issued 2,094,300 and 730,000 shares of stock for various consulting agreement with terms ranging between 6 months to two years. The Company considered the market price of the common stock issued and fair value of the services rendered and determined that the market prices of the share issued of $1,012,285 and $365,000, respectively were the more readily determinable values. The Company recorded amortization of the prepaid stock compensation amounting to $758,064 and $137,889 for the years ended December 31 2019 and 2018, respectively. |
Related Party Disclosure
Related Party Disclosure | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Related Party Disclosure | NOTE 6 - RELATED PARTY As of December 31, 2019, and 2018, the Company had two notes payable due to an officer and director of the Company in the amount of $69,150 and $99,150, respectively. The notes have interest rate that range from 0%-8% and are due on demand. In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month to month basis thereafter (see Note 8). |
Notes Payable Disclosure
Notes Payable Disclosure | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Notes Payable Disclosure | NOTE 7 - NOTES PAYABLE Notes payable consist of the following at: December 31, 2019 December 31, 2018 Note payable, secured, 12% interest, due July 2020 (See Note 12) $ 150,000 $ 150,000 Note payable, secured, 12% interest, due July 2020 (See Note 12) 100,000 100,000 Note payable, secured, 12% interest, due January 2020 (See Note 12) 50,000 50,000 Note payable, secured, 12% interest, due September 2020 - 50,000 Note payable, secured, 12% interest, due July 2020 (See Note 12) 100,000 - Note payable, secured, 12% interest, due October 2019 5,750 - Note payable, secured, 12% interest, due March 2020 12,000 - Total Notes Payable $ 417,750 $ 350,000 Less discounts (5,943) (22,050) Total Notes Payable 411,807 327,980 Less current portion (411,807) (45,717) Total Notes Payable - long term $ - $ 282,233 On September 2, 2016, the Company issued a $100,000 12% promissory note. The note was due on September 1, 2017. As an incentive to enter into the agreement the noteholder was also granted 25,000 shares valued at $25,000 which was recognized as a debt discount. On May 16, 2019, the maturity date of the note was extended to July 1, 2020 for the issuance of 50,000 shares of common stock valued at $21,000. As of December 31, 2019, $12,290 of the debt discount has been amortized and the note was shown net of unamortized discount of $5,443. On February 2, 2018, the Company entered into an agreement with the note holder to split a certain note payable dated July 1, 2015 into two notes in the amount of $150,000 and $50,000, respectively. In addition to the splitting the notes the noteholder also agreed to the extend the due date of the new $50,000 note to July 1, 2018 and on June 4, 2018, for consideration of 15,000 shares the noteholder further agreed to extend the due date of the new $50,000 note to April 1, 2019. On November 15, 2018, both notes were further extended to January 1, 2020 for the issuance of 80,000 shares valued $40,800 (95,000 shares in 2018). On May 16, 2019, the maturity dates of both notes were extended to July 1, 2020 for the issuance of 50,000 shares of common stock valued at $21,000. The Company recorded the fair market value of all the shares issued for extensions to financing cost. On January 30, 2019, the Company issued a $100,000 12% promissory note. The note was due on September 30, 2019. As an incentive to enter into the agreement the noteholder was also granted 100,000 shares valued at $45,000 which was recognized as a debt discount. On May 16, 2019, the maturity date of the note was extended to September 30, 2020 for the issuance of 55,000 shares of common stock valued at $23,100 (155,000 shares in 2019). The Company recorded the fair market value of all the shares issued for extensions to financing cost. On February 11, 2019, the Company issued a $12,500 12% promissory note. The note is due on October 11, 2019. As an incentive to enter into the agreement the noteholder was also granted 25,000 shares valued at $12,500, which was recognized as a debt discount. On May 17, 2019, the Company agreed to settle the note along with $833 in accrued interest for 53,334 shares valued at $13,333. At the time of note settlement, the remaining unamortized discount was immediately expensed. On February 11, 2019, the Company issued a $12,500 12% promissory note. The note is due on October 11, 2019. As an incentive to enter into the agreement the noteholder was also granted 25,000 shares valued at $12,500, which was recognized as a debt discount. As of December 31, 2019, $12,500 of the debt discount was amortized. On March 1, 2019, the Company issued a $12,000 12% promissory note. The note is due on March 1, 2020. Convertible notes payable, net of debt discount consist of the following: December 31, 2019 December 31, 2018 Convertible note payable, secured, 12% interest, due March 2019, convertible at $1 per share $ - $ 10,000 Convertible note payable, secured, 12% interest, due May 2018, convertible at $1 per share - 50,000 Convertible note payable, secured, 12% interest, due August 2019, convertible at $1 per share 50,000 50,000 Convertible note payable, secured, 12% interest, due August 2018, convertible at $1 per share - 50,000 Convertible note payable, secured, 12% interest, due 120 days after delivery of payment notice from lender or November 2019, convertible at $0.25 per share 900,000 900,000 Convertible note payable, secured, 12% interest, due May 2020, convertible at $1 per share 100,000 100,000 Convertible note payable, secured, 12% interest, due May 2020, convertible at $1 per share 50,000 50,000 Convertible note payable from a shareholder, secured, 12% interest, due May 2020, convertible at $1 per share 5,000 5,000 Convertible note payable from a shareholder, secured, 12% interest, due Feb 2020, convertible at $1 per share 75,000 75,000 Convertible note payable from a shareholder, secured, 4% interest, due October 2020 75,000 - Convertible note payable from a shareholder, secured, 12% interest, due January 2020, convertible at $0.50 per share (See Note 12) 160,000 160,000 Convertible note payable, secured, 10% interest, due Sept 2020, convertible at $0.50 per share 50,000 - Convertible note payable from a shareholder,12% interest, due May 2020, conversion price is the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price. 337,000 - Convertible note payable from a shareholder,12% interest, due May 2020, conversion price is the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price. 168,500 - Convertible note payable, secured, 10% interest, due Sept 2020, convertible at $0.50 per share 50,000 - Note payable, secured, 12% interest, due May 2020 31,500 - Convertible note payable, secured, 10% interest, due October 2021, convertible at $0.50 per share 23,000 - Less discounts (474,692) (239,900) Total notes payable, net $ 1,596,410 $ 1,210,100 Less current portion (1,583,066) (983,220) Convertible notes payable, net - Long-term $ 17,242 $ 226,880 On September 17, 2018, the Company issued a $50,000 10% promissory note. The note is due on September 18, 2020. As an incentive to enter into the agreement the noteholder was also granted 10,000 shares valued at $5,000. On February 9, 2019, the note was amended for the issuance of 50,000 shares of common stock valued at $30,000, the note holder agreed to a convert the note at a price of $0.50 per share. Additionally, the maturity date of the note was changed to February 8, 2020. As of December 31, 2019, the shares have not been issued and were included in stock payable. As of December 31, 2019, $21,513 of the debt discount has been amortized and the note was shown net of unamortized discount of $4,204. During the year ended December 31, 2016, the Company issued $160,000 of principal amount of 12% secured convertible promissory notes and warrants to purchase our common stock. The notes were due between May and August 2018 and bear interest of percent (12%). The notes are secured by all of the Company’s assets. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $1.00 per share. The notes were issued with warrants to purchase up to 160,000 shares of the Company’s common stock which were valued at $119,616. On May 16, 2019, the maturity date of the note was extended to January 11, 2020 for the issuance of 90,000 shares of common stock valued at $45,900. As of December 31, 2019, $165,516 of the debt discount was amortized and the note was shown net of unamortized discount of $835. During the year December 31, 2019, the notes holders of $110,000 of the convertible notes agreed to convert the notes and accrued interest at a conversion price of $0.25 per share into 552,767 shares of common stock. The Company evaluated the adjustment of the conversion price under ASC 470, and recorded an additional loss on conversion of $126,814, which was recognized as an expense equal to the fair value of all securities and other consideration transferred in the transaction in excess of fair value of securities issuable pursuant to the original conversion terms. On December 14, 2018, the Company issued a $50,000 4% convertible note. The note is due on February 14, 2019 and is convertible at a rate of $0.50 per shares. On February 14, 2019, the noteholder agreed to extend the note through October 14, 2020. As an incentive to enter into the agreement the noteholder was also granted 10,000 shares valued at $5,000. As of December 31, 2019, $5,000 of the debt discount was amortized. On January 25, 2019, the Company issued a $100,000 8% promissory note. The note is due on March 1, 2020 and is convertible at a rate of $0.50 per shares. Additionally, the note holder is due two shares of common stock for every dollar funded. As of December 31, 2019, the note holder has advanced a total of $47,500 and is due 95,000 shares valued at $37,500, and the Company has made payments of $16,000. As of December 31, 2019, there was an outstanding balance on the note in the amount of $31,500. As of December 31, 2019, $31,250 of the debt discount was amortized and the note was shown net of unamortized discount of $6,250. On February 8, 2019, the Company issued a $50,000 10% promissory note. The note is due on September 8, 2020. As an incentive to enter into the agreement the noteholder was also granted 60,000 shares valued at $30,000. As of December 31, 2019, $26,795 of the debt discount has been amortized and the note was shown net of unamortized discount of $3,205. On February 19, 2019, the Company issued a $25,000 4% convertible note. The note is due on August 19, 2019 and is convertible at a rate of $0.50 per share. On February 14, 2019, the noteholder agreed to extend the note through October 14, 2020. As an incentive to enter into the agreement, the noteholder was also granted 5,000 shares valued at $2,500. As of December 31, 2019, the shares have not been issued and were included in stock payable. As of December 31, 2019, $2,500 of the debt discount was amortized and the note was shown net of unamortized discount of $0. On October 18, 2019, the Company issued a $23,000 10% convertible note. The note is due on October 17, 2021 and is convertible at a rate of $0.50 per shares. As an incentive to enter into the agreement the noteholder was also granted 46,000 shares valued at $15,175. As of December 31, 2019, $1,536 of the debt discount was amortized and the note was shown net of unamortized discount of $13,639. On November 5, 2019, the Company entered into a $562,000 convertible note payable including a original issue discount of $56,200 pursuant to which we borrowed $337,000, including a $37,000 original issue discount in the first trench during the year ended December 31, 2019. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due 180 days from funding. The note is convertible at the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price. As an incentive to enter into the agreement the noteholder was also granted 854,000 shares valued at $307,440. The Company analyzed the conversion feature and determined it was required to be bifurcated and recognized as a derivative liability. The derivative at inception was valued at $392,061, based on the Black Scholes Merton pricing model. As the fair value of the derivative and the shares issued at inception were in excess of the face amount of the note, the Company recorded a debt discount in the amount of $337,000 to be amortized utilizing the effective interest method of accretion over the term of the note. Further, excess of $203,177 was recognized as a financing cost on the Statement of Operations. As of December 31, 2019, $104,265 of the debt discount has been amortized and the note was shown net of unamortized discount of $232,735. On November 19, 2019, we entered into a $281,000 convertible note payable, including a original issue discount of $28,100 convertible promissory note pursuant to which we borrowed of $150,000, including a $18,500 discount during the year ended December 31, 2019. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due 180 days from funding. The note is convertible at the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price. As an incentive to enter into the agreement the noteholder was also granted 427,000 shares valued at $175,070. The Company analyzed the conversion feature and determined it was required to be bifurcated and recognized as a derivative liability. The derivative at inception was valued at $192,226, based on the Black Scholes Merton pricing model. As the fair value of the derivative and the shares issued at inception were in excess of the face amount of the note, the Company recorded a debt discount in the amount of $168,500 in connection with the initial valuation of the derivative liability of the note and the shares issued to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the excess of $104,041 was recognized as a financing cost on the Statement of Operations. As of December 31, 2019, $39,099 of the debt discount has been amortized and the note was shown net of unamortized discount of $129,401. The embedded conversion feature in the convertible debt instruments above were convertible at issuance which qualified them as a derivative instrument since the number of shares issuable under the note is indeterminate based on guidance in ASC 815-15, “Derivatives and Hedging (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Black-Scholes model, adopted by management as an appropriate financial model, utilized the following inputs to value the derivative liabilities at the date of issuance of the convertible note through December 30, 2019: Risk free interest rate 1.58%-1.60% Expected term (years) 0.31-0.50 Expected volatility 182%-193.54% Expected dividends 0% Interest expense including amortization of the associated debt discount for the year ended December 31, 2019 and 2018 was $782,677 and $637,382, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Commitments and Contingencies | NOTE 8 - COMMITMENTS AND CONTINGENCIES Operating Lease Agreements The Company determines whether or not a contract contains a lease based on whether or not it provides the Company with the use of a specifically identified asset for a period of time, as well as both the right to direct the use of that asset and receive the significant economic benefits of the asset. The Company elected the transition relief package of practical expedients, and as a result, we did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less. The Company has entered into lease agreements as a lessee for the use of office space. These lease agreements are classified as operating leases and the liability and right-of-use asset are recognized on the balance sheet at lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are recognized as lease expense on a straight-line basis over the lease term. As a result of the adoption of ASC 842, the Company recognized an operating lease liability and right-of-use asset of $64,978. The discount rate utilized for classification and measurement purposes as of the inception date of the lease is based on the Company's collateralized incremental interest rate to borrow of 12%, as the rate implicit in the lease is not determinable. During 2018, the Company executed a lease agreement. The lease term is 39 months at a rate of $1,680 per month with 3% increases beginning January 1, 2021 and rent commencing on January 1, 2019. The Company was required to pay a $1,781 security deposit. In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month to month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as it term is 12 months or less. Undiscounted Cash Flows As of December 31, 2019, the right of use asset and lease liability were shown on the consolidated balance sheet at $50,234 and $51,912, respectively. The table below reconciles the fixed component of the undiscounted cash flows and the total remaining years to the operating lease liability recorded on the consolidated balance sheet as of December 31, 2019: Amounts due as of December 31, 2019 Operating Leases 2020 $ 20,160 2021 20,765 2022 21,370 Total minimum lease payments $ 62,294 Less: effect of discounting (10,381) Present value of future minimum lease payments $ 51,912 Less: current obligations under leases 14,723 Long-term lease obligations $ 37,189 |
Stock Warrants Disclosure
Stock Warrants Disclosure | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Stock Warrants Disclosure | NOTE 9 - STOCK WARRANTS During the year ended December 31, 2019, we issued 82,500 warrants in conjunction with units which included shares sold for cash to purchase 426,500 shares of the CompanyÂ’s common stock at an exercise price of $1.00 per share. The warrants are exercisable at any time until three (3) years after the closing date. The following is a summary of stock warrants activity during the year ended December 31, 2019. Number of Shares Weighted Average Exercise Price Balance, December 31, 2018 2,395,624 $1.00 Warrants granted and assumed 82,500 $1.00 Warrants expired - - Warrants canceled - - Warrants exercised - - Balance outstanding and exercisable, December 31, 2019 2,478,124 $1.00 |
Income Taxes Disclosure
Income Taxes Disclosure | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Income Taxes Disclosure | NOTE 10 - INCOME TAXES Deferred income taxes 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. The Company recorded the valuation allowance due to the uncertainty of future realization of federal and state net operating loss carryforwards. The deferred income tax assets are comprised of the following at December 31, 2019 and 2018 2019 2018 Deferred income tax assets $ 9,866,701 $ 8,901,506 Valuation allowance 9,866,701 8,901,506 Net deferred tax asset $ - $ - Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2019 and 2018: 2019 2018 Effective Tax Rate Reconciliation: Federal statutory tax rate 21.0% 21.0% State taxes, net of federal benefit 0.0% 0.0% Change in valuation allowance 21.0% 21.0% Effective tax rate 0.0% 0.0% As of December 31, 2019, the Company had net operating loss carryforwards of approximately $16,723,858 and net operating loss carryforwards expire in 2021 through 2029. The current yearÂ’s net operating loss will carryforward indefinitely, limited to 80% of the current year taxable income. The current income tax benefit of $965,195 generated for the year ended December 31, 2019 was offset by an equal increase in the valuation allowance. The valuation allowance was increased due to uncertainties as to the CompanyÂ’s ability to generate sufficient taxable income to utilize the net operating loss carryforwards which is the only significant component of deferred taxes. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of December 31, 2019 and 2018 the Company has no unrecognized uncertain tax positions, including interest and penalties. |
Stockholders' Equity Disclosure
Stockholders' Equity Disclosure | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Stockholders' Equity Disclosure | NOTE 11 - STOCKHOLDERSÂ’ EQUITY The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock. The Company has also designated 76,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder, is convertible into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock will be automatically converts into shares of the CompanyÂ’s common stock and warrants after three years from the original issue date of the Preferred Stock. All the Series A Preferred Stock reached it conversion date during the year ended December 31, 2019 and the Company has begun to convert the shares subsequent to year end (See note 12). During the year ended December 31, 2019, the Company issued 2,679,300 shares of common stock with a fair value of $1,399,852 for services, of which $90,705 is included in stock payable. Additionally, the Company cancelled two consulting agreements entered into during the year ended December 31, 2018. As a result, the Company received and cancelled 100,000 shares of common stock valued at $50,000. The Company valued the shares at their fair market value which was considered the most readily determinable value. During the year ended December 31, 2019, the Company issued 5,625,000 shares of common stock for $1,472,250 cash ($1,533,250). Additionally, the Company received $61,000 for the sale of common stock which has not been issued and has been recorded as stock payable. During the year ended December 31, 2019, the Company issued 1,777,777 shares of common stock valued at $598,567 as incentives for certain noteholders to enter into financing agreements. During the year ended December 31, 2019, the Company issued 606,101 shares of common stock valued at $289,717 to settle certain convertible notes payable and accrued interest. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Subsequent Events | NOTE 12 - SUBSEQUENT EVENT On February 5, 2020, the Company agreed to settle a certain $900,000 note payable dated August 2, 2016 and $312,006 in accrued interest. As part of the settlement the Company issued 1,000,000, 5 year warrants exercisable at $0.50 per share, 4,000,000 shares of common stock in settlement of $400,000 of the principal balance of the note, and a $500,000 11% promissory note. The new note is due in two payments, $250,000 January 2, 2022 and $250,000 on January 2, 2023. Interest will accrue from the date of this Note on the unpaid and outstanding Principal balance to be paid as follows: (a) Fifty-Four Thousand Nine Hundred Ninety-Three and 37/100 Dollars ($54,993.37) on January 4, 2021; plus (b) three hundred thousand (300,000) shares of common Stock, by January 3, 2022, plus (c) six hundred thousand (600,000) shares of common stock on January 3, 2023. As part of the agreement the Company also agreed to pay to the accrued Interest in two (2) installments as follows: (a) $167,000 due upon execution of the settlement agreement, and (b) $145,006.13) due on January 4, 2021. In addition to the First Interest Payment, Borrower shall also pay to Lender the sum $33,000 as a fee to induce and otherwise compensate Lender for the immediate release of the loan security. On January 3, 2020, the Company issued 200,000 shares of common stock for cash that was received during prior years and included in stock payable. On January 30, 2020, the Company issued 64,166 shares of common stock for cash that was received during prior years and included in stock payable. On April 1, 2020, the Company issued 500,000 shares of common stock for cash. On January 30, 2020, the Company issued 15,000 shares for services, On February 19, 2020, the Company issued 4,000,000 shares for services. On March 2, 2020, the Company issued 50,000 shares of common stock in connection with extending certain notes payable. On January 1, 2020, the Company entered into an agreement to consolidate three notes payable dated February 2, 2018 and May 16, 2019 into one $300,000, 12% note due June 1, 2021. As consideration the Company issued the note holder 175,000 shares of common stock. On January 1, 2020, the Company entered into an agreement to consolidate two notes payable dated June 11, 2018 and September 6, 2016 into one $260,000, 12% note due June 1, 2021. As consideration the Company issued the note holder 175,000 shares of common stock. On November 5, 2019, we entered into a $562,000 including an original issue discount of $56,200 convertible promissory note pursuant to which we borrowed of $337,000 during the year ended December 31, 2019. On February 7, 2020 we borrowed an additional $225,000, including a debt discount of $25,000 and granted the noteholder an additional 476,493 shares of common stock. On February 19, 2020 the company converted 76,000 outstanding Series A preferred shares, based on the automatic conversion terms. As of the date of this filing, only 205,000 common shares and 76,000 warrants have been issued, with the remaining 175,000 shares of common stock still to be issued and recognized as Stock payable. On March 9, 2020, the Company cancelled a consulting agreement entered into during the year ended December 31, 2019. As a result, the Company received and cancelled 500,000 shares of common stock. On April 2, 2020, the Company filed a certificate of designation of preferences, rights and limitations of a new Series A Preferred Stock with the Secretary of State of Nevada, designating 10,000 shares of preferred stock, par value $0.001 of the Company, as Series A Preferred Stock. The new Series A Preferred Stock does not pay a dividend, does not have any liquidation preference over other securities issued by the Company and are not convertible into shares of the CompanyÂ’s common stock. For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have voting power equal to 51% of the total vote on all shareholder matters of the Company. Upon or after the third anniversary of the initial issuance date, the Company shall have the right, at the CompanyÂ’s option, to redeem all or a portion of the shares of Series A Preferred Stock, at a price per share equal to par value. On April 2, 2020, the board approved the issuance of 5,000 shares of the Series A Preferred Stock to the CompanyÂ’s Chief Executive Officer and President, Michael Stebbins, and 5,000 shares of the Series A Preferred Stock to the CompanyÂ’s Secretary and Treasurer, Robertson Orr. The shares were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies: Principles of consolidation, Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Principles of consolidation, Policy | Principles of consolidation The consolidated financial statements include the accounts of Trutankless, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. All significant inter-company transactions and balances have been eliminated. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies: Reclassifications, Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Reclassifications, Policy | Reclassifications Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies: Cash and cash equivalents, Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Cash and cash equivalents, Policy | Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies: Website Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Website Policy | Website The Company capitalizes the costs associated with the development of the CompanyÂ’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company plans to commence amortization upon completion and release of the CompanyÂ’s fully operational website. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies: Stock-based Compensation Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Stock-based Compensation Policy | Stock-based compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies: Income Tax, Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Income Tax, Policy | Income Taxes The CompanyÂ’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on managementÂ’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of December 31, 2019 and 2018. Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from managementÂ’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of December 31, 2019 and 2018, the Company had no accrued interest or penalties related to uncertain tax positions. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies: Earnings Per Share Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Earnings Per Share Policy | Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies: Inventory Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Inventory Policy | Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). |
Summary of Significant Accou_11
Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Revenue Recognition Policy | Revenue recognition We recognize revenue in accordance with ASC 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. Revenue recognition occurs at the time the product is shipped to customers, when control transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability is probable. |
Summary of Significant Accou_12
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Fair Value of Financial Instruments Policy | Fair value of financial instruments The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of December 31, 2019 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at December 31, 2019 and 2018. Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of December 31, 2019 and 2018: 2019 Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 613,716 $ 613,716 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ - $ – As of December 31, 2019, the Company’s stock price was $0.35, risk-free discount rate of 1.60% and volatility of 182% The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Amount Balance December 31, 2018 $ - Debt discount originated from derivative liabilities 277,069 Financing cost recorded (307,218) Change in fair market value of derivative liabilities (29,429) Balance December 31, 2019 $ 613,716 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements ASU 2016-02 - In February 2016, the FASB issued ASU No. 2016-02, "Leases", ("ASC 842") which amended the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASC 842 is effective for public companies during interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, which permits entities to record the right-of-use asset and lease liability on the date of adoption, with no requirement to recast comparative periods. We adopted ASC 842 effective January 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings on January 1, 2019. Therefore, comparative financial information was not adjusted and continues to be reported under the prior lease accounting guidance in ASC 840. We elected the transition relief package of practical expedients, and as a result, we did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less, as well as the land easement practical expedient for maintaining our current accounting policy for existing or expired land easements. In June 2018, the FASB issued ASU 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," which modifies the accounting for share-based payment awards issued to nonemployees to largely align it with the accounting for share-based payment awards issued to employees. ASU 2018-07 is effective for us for annual periods beginning January 1, 2019. Management evaluated ASU 2018-07 and determined that the adoption of this new accounting standard did not have a material impact on the CompanyÂ’s consolidated financial statements. |
Summary of Significant Accou_14
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy: Fair Value Measurements, Recurring basis (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Fair Value Measurements, Recurring basis | 2019 Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 613,716 $ 613,716 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ - $ – |
Summary of Significant Accou_15
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy: Schedule of Derivative Liabilities at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Derivative Liabilities at Fair Value | Amount Balance December 31, 2018 $ - Debt discount originated from derivative liabilities 277,069 Financing cost recorded (307,218) Change in fair market value of derivative liabilities (29,429) Balance December 31, 2019 $ 613,716 |
Inventory Disclosure_ Schedule
Inventory Disclosure: Schedule of Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Inventory | December 31, 2019 December 31, 2018 Finished goods 106,958 403,322 Total $ 106,958 $ 403,322 |
ACCOUNTS RECEIVABLE, NET, DIS_2
ACCOUNTS RECEIVABLE, NET, DISCLOSURE: Schedule of Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Accounts Receivable | December 31, 2019 December 31, 2018 Accounts receivable 377,222 222,959 Allowance for doubtful accounts 106,958 70,569 Total $ 270,381 $ 214,260 |
Notes Payable Disclosure_ Sched
Notes Payable Disclosure: Schedule of Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Notes Payable | December 31, 2019 December 31, 2018 Note payable, secured, 12% interest, due July 2020 (See Note 12) $ 150,000 $ 150,000 Note payable, secured, 12% interest, due July 2020 (See Note 12) 100,000 100,000 Note payable, secured, 12% interest, due January 2020 (See Note 12) 50,000 50,000 Note payable, secured, 12% interest, due September 2020 - 50,000 Note payable, secured, 12% interest, due July 2020 (See Note 12) 100,000 - Note payable, secured, 12% interest, due October 2019 5,750 - Note payable, secured, 12% interest, due March 2020 12,000 - Total Notes Payable $ 417,750 $ 350,000 Less discounts (5,943) (22,050) Total Notes Payable 411,807 327,980 Less current portion (411,807) (45,717) Total Notes Payable - long term $ - $ 282,233 |
Notes Payable Disclosure_ Sch_2
Notes Payable Disclosure: Schedule of Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable | December 31, 2019 December 31, 2018 Convertible note payable, secured, 12% interest, due March 2019, convertible at $1 per share $ - $ 10,000 Convertible note payable, secured, 12% interest, due May 2018, convertible at $1 per share - 50,000 Convertible note payable, secured, 12% interest, due August 2019, convertible at $1 per share 50,000 50,000 Convertible note payable, secured, 12% interest, due August 2018, convertible at $1 per share - 50,000 Convertible note payable, secured, 12% interest, due 120 days after delivery of payment notice from lender or November 2019, convertible at $0.25 per share 900,000 900,000 Convertible note payable, secured, 12% interest, due May 2020, convertible at $1 per share 100,000 100,000 Convertible note payable, secured, 12% interest, due May 2020, convertible at $1 per share 50,000 50,000 Convertible note payable from a shareholder, secured, 12% interest, due May 2020, convertible at $1 per share 5,000 5,000 Convertible note payable from a shareholder, secured, 12% interest, due Feb 2020, convertible at $1 per share 75,000 75,000 Convertible note payable from a shareholder, secured, 4% interest, due October 2020 75,000 - Convertible note payable from a shareholder, secured, 12% interest, due January 2020, convertible at $0.50 per share (See Note 12) 160,000 160,000 Convertible note payable, secured, 10% interest, due Sept 2020, convertible at $0.50 per share 50,000 - Convertible note payable from a shareholder,12% interest, due May 2020, conversion price is the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price. 337,000 - Convertible note payable from a shareholder,12% interest, due May 2020, conversion price is the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price. 168,500 - Convertible note payable, secured, 10% interest, due Sept 2020, convertible at $0.50 per share 50,000 - Note payable, secured, 12% interest, due May 2020 31,500 - Convertible note payable, secured, 10% interest, due October 2021, convertible at $0.50 per share 23,000 - Less discounts (474,692) (239,900) Total notes payable, net $ 1,596,410 $ 1,210,100 Less current portion (1,583,066) (983,220) Convertible notes payable, net - Long-term $ 17,242 $ 226,880 |
Notes Payable Disclosure_ Fair
Notes Payable Disclosure: Fair Value Measurement Inputs and Valuation Techniques (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Fair Value Measurement Inputs and Valuation Techniques | Risk free interest rate 1.58%-1.60% Expected term (years) 0.31-0.50 Expected volatility 182%-193.54% Expected dividends 0% |
Commitments and Contingencies_
Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Future Minimum Rental Payments for Operating Leases | Amounts due as of December 31, 2019 Operating Leases 2020 $ 20,160 2021 20,765 2022 21,370 Total minimum lease payments $ 62,294 Less: effect of discounting (10,381) Present value of future minimum lease payments $ 51,912 Less: current obligations under leases 14,723 Long-term lease obligations $ 37,189 |
Stock Warrants Disclosure_ Sche
Stock Warrants Disclosure: Schedule of Warrants Activity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Warrants Activity | Number of Shares Weighted Average Exercise Price Balance, December 31, 2018 2,395,624 $1.00 Warrants granted and assumed 82,500 $1.00 Warrants expired - - Warrants canceled - - Warrants exercised - - Balance outstanding and exercisable, December 31, 2019 2,478,124 $1.00 |
Income Taxes Disclosure_ Schedu
Income Taxes Disclosure: Schedule of Deferred Tax Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets | 2019 2018 Deferred income tax assets $ 9,866,701 $ 8,901,506 Valuation allowance 9,866,701 8,901,506 Net deferred tax asset $ - $ - |
Income Taxes Disclosure_ Sche_2
Income Taxes Disclosure: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | 2019 2018 Effective Tax Rate Reconciliation: Federal statutory tax rate 21.0% 21.0% State taxes, net of federal benefit 0.0% 0.0% Change in valuation allowance 21.0% 21.0% Effective tax rate 0.0% 0.0% |
Summary of Significant Accou_16
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy: Fair Value Measurements, Recurring basis (Details) | Dec. 31, 2019USD ($) |
Details | |
Fair value of derivative liabilities | $ 613,716 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Recognition of derivative liability | $ 277,069 | $ 0 |
Gain (loss) on change of derivative liability | (29,429) | 0 |
Derivative liability, current | 613,716 | $ 0 |
Financing costs recorded | ||
Gain (loss) on change of derivative liability | (307,218) | |
Change in fair market value of derivative liabilities | ||
Gain (loss) on change of derivative liability | $ (29,429) |
Going Concern Disclosure (Detai
Going Concern Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Cash on hand | $ 4,342 | $ 9,668 |
Accumulated deficit | 32,425,982 | 27,532,752 |
Net income (loss) | (4,893,230) | (3,535,617) |
Cash used in operations | $ (2,218,326) | $ (1,585,714) |
Inventory Disclosure_ Schedul_2
Inventory Disclosure: Schedule of Inventory (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory | $ 106,958 | $ 403,322 |
Finished goods | ||
Inventory | $ 106,958 | $ 403,322 |
ACCOUNTS RECEIVABLE, NET, DIS_3
ACCOUNTS RECEIVABLE, NET, DISCLOSURE: Schedule of Accounts Receivable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Accounts receivable, gross | $ 377,222 | $ 222,959 |
Allowance for doubtful accounts receivable | 106,958 | 70,569 |
Accounts receivable, net | $ 270,381 | $ 214,260 |
PREPAID EXPENSES DISCLOSURE (De
PREPAID EXPENSES DISCLOSURE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock issued for services | 2,679,300 | |
Value of stock issued for services | $ 1,399,852 | $ 1,236,784 |
Prepaid consulting expenses, various agreements | ||
Stock issued for services | 2,094,300 | 730,000 |
Value of stock issued for services | $ 1,012,285 | $ 365,000 |
Related Party Disclosure (Detai
Related Party Disclosure (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Notes payable - related party | $ 69,150 | $ 99,150 |
Lease agreement with Templar Asset Group, LLC | ||
Monthly lease payments due | 4,200 | |
Two notes payable due to an officer and director | ||
Notes payable - related party | $ 69,150 | $ 99,150 |
Notes Payable Disclosure_ Sch_3
Notes Payable Disclosure: Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Notes payable | $ 417,750 | $ 350,000 |
Discounts on notes payable | (5,943) | (22,050) |
Total Notes Payable | 411,807 | 327,980 |
Total Notes Payable - long term | 0 | 282,233 |
Note payable, secured, 12% interest, due July 2020 | ||
Notes payable | 150,000 | 150,000 |
Note payable, secured, 12% interest, due July 2020(2) | ||
Notes payable | 100,000 | 100,000 |
Note payable, secured, 12% interest, due Jan 2020 | ||
Notes payable | 50,000 | 50,000 |
Note payable, secured, 12% interest, due Sep 2020 | ||
Notes payable | 0 | 50,000 |
Note payable, secured, 12% interest, due Jul 2020(3) | ||
Notes payable | 100,000 | 0 |
Note payable, secured, 12% interest, due Oct 2019 | ||
Notes payable | 5,750 | 0 |
Note payable, secured, 12% interest, due March 2020 | ||
Notes payable | $ 12,000 | $ 0 |
Notes Payable Disclosure (Detai
Notes Payable Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock issued for debt discounts, shares | 1,777,777 | |
Stock issued for debt discounts and extensions | $ 598,567 | $ 397,500 |
Proceeds from notes payable | $ 137,000 | 115,000 |
Stock issued for settlement of notes payable, shares | 606,101 | |
Stock issued for settlement of notes payable, value | $ 289,717 | |
Gain (loss) on settlement of notes | (126,814) | 0 |
Proceeds from convertible notes payable | 595,500 | 285,000 |
Repayments of convertible notes payable | 16,000 | 0 |
Derivative liability, current | 613,716 | 0 |
Financing costs | $ (604,282) | 0 |
Convertible note entered into Sept 17, 2018 | ||
Stock issued for debt discounts, shares | 50,000 | |
Stock issued for debt discounts and extensions | $ 30,000 | |
Debt discount amortized | 21,513 | |
unamortized discount | $ 4,204 | |
Convertible note entered into 2016 | ||
Stock issued for debt discounts, shares | 90,000 | |
Stock issued for debt discounts and extensions | $ 45,900 | |
Debt discount amortized | 165,516 | |
unamortized discount | $ 835 | |
Convertible note conversion 2019 | ||
Stock issued for settlement of notes payable, shares | 552,767 | |
Gain (loss) on settlement of notes | $ 126,814 | |
Convertible note issued Dec 14, 2018 | ||
Stock issued for debt discounts, shares | 10,000 | |
Stock issued for debt discounts and extensions | $ 5,000 | |
Debt discount amortized | 5,000 | |
Proceeds from convertible notes payable | 50,000 | |
Convertible note issued Jan 25, 2019 | ||
Debt discount amortized | 31,250 | |
unamortized discount | 6,250 | |
Proceeds from convertible notes payable | 47,500 | |
Repayments of convertible notes payable | $ 16,000 | |
Convertible note issued Feb 8, 2019 | ||
Stock issued for debt discounts, shares | 60,000 | |
Stock issued for debt discounts and extensions | $ 30,000 | |
Debt discount amortized | 26,795 | |
unamortized discount | 3,205 | |
Proceeds from convertible notes payable | $ 50,000 | |
Convertible note issued Feb 19, 2019 | ||
Stock issued for debt discounts, shares | 5,000 | |
Stock issued for debt discounts and extensions | $ 2,500 | |
Debt discount amortized | 2,500 | |
unamortized discount | 0 | |
Proceeds from convertible notes payable | $ 25,000 | |
Convertible note issued Oct 18, 2019 | ||
Stock issued for debt discounts, shares | 46,000 | |
Stock issued for debt discounts and extensions | $ 15,175 | |
Debt discount amortized | 1,536 | |
unamortized discount | 13,639 | |
Proceeds from convertible notes payable | 23,000 | |
Convertible note issued Nov 5, 2019 | ||
Stock issued for debt discounts and extensions | 854,000 | |
Debt discount amortized | 104,265 | |
unamortized discount | 232,735 | |
Derivative liability, current | 392,061 | |
Financing costs | 203,177 | |
Convertible note issued Nov 19, 2019 | ||
Stock issued for debt discounts and extensions | 427,000 | |
Debt discount amortized | 39,099 | |
unamortized discount | 129,401 | |
Derivative liability, current | 192,226 | |
Financing costs | 104,041 | |
Interest expense - convertible debt | ||
Interest expense including amortization of the associated debt discount | $ 782,677 | $ 637,382 |
Note payable entered into September 2, 2016 | ||
Stock issued for debt discounts, shares | 50,000 | |
Stock issued for debt discounts and extensions | $ 21,000 | |
Debt discount amortized | 12,290 | |
unamortized discount | $ 5,443 | |
Notes payable entered into Feb 2, 2018 | ||
Stock issued for debt discounts, shares | 50,000 | 95,000 |
Stock issued for debt discounts and extensions | $ 21,000 | $ 40,800 |
Notes payable entered into Jan 30, 2019 | ||
Stock issued for debt discounts, shares | 155,000 | |
Stock issued for debt discounts and extensions | $ 23,100 | |
Proceeds from notes payable | $ 100,000 | |
Notes payable entered into Feb 11, 2020(1) | ||
Stock issued for debt discounts, shares | 25,000 | |
Proceeds from notes payable | $ 12,500 | |
Stock issued for settlement of notes payable, shares | 53,334 | |
Stock issued for settlement of notes payable, value | $ 13,333 | |
Notes payable entered into Feb 11, 2020(2) | ||
Stock issued for debt discounts, shares | 25,000 | |
Stock issued for debt discounts and extensions | $ 12,500 | |
Debt discount amortized | 12,500 | |
Proceeds from notes payable | 12,500 | |
Notes payable entered into March 1, 2020 | ||
Proceeds from notes payable | $ 12,000 |
Notes Payable Disclosure_ Sch_4
Notes Payable Disclosure: Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Discounts on convertible notes payable | $ (474,692) | $ (239,900) |
Convertible notes payable, net of debt discount | (1,583,066) | (983,220) |
Convertible notes payable - long term, net of debt discount | 17,242 | 226,880 |
Convertible note payable due Mar 2019 | ||
Convertible debt | 0 | 10,000 |
Convertible note payable due Mar 2018 | ||
Convertible debt | 0 | 50,000 |
Convertible note payable due Aug 2019 | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable due Aug 2018 | ||
Convertible debt | 0 | 50,000 |
Convertible promissory note, 12% interest, due Nov 2019 | ||
Convertible debt | 900,000 | 900,000 |
Convertible note payable due May 2020 | ||
Convertible debt | 100,000 | 100,000 |
Convertible note payable due May 2020(2) | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable due May 2020(3) | ||
Convertible debt | 5,000 | 5,000 |
Convertible note payable due Feb 2020 | ||
Convertible debt | 75,000 | 75,000 |
Convertible note payable due Oct 2020 | ||
Convertible debt | 75,000 | 0 |
Convertible note payable due Jan 2020 | ||
Convertible debt | 160,000 | 160,000 |
Convertible note payable due Sep 2020 | ||
Convertible debt | 50,000 | 0 |
Convertible note payable due May 2020(4) | ||
Convertible debt | 337,000 | 0 |
Convertible note payable due May 2020(5) | ||
Convertible debt | 168,500 | 0 |
Convertible note payable due Sep 2020(2) | ||
Convertible debt | 50,000 | 0 |
Note payable due May 2020 | ||
Convertible debt | 31,500 | 0 |
Convertible note payable due Oct 2021 | ||
Convertible debt | $ 23,000 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Right of use asset | $ 50,234 | $ 0 |
Office lease agreement | ||
Right of use asset | 64,978 | |
Monthly lease payments due | 1,680 | |
Lease agreement with Templar Asset Group, LLC | ||
Monthly lease payments due | $ 4,200 |
Commitments and Contingencies_2
Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Dec. 31, 2019USD ($) |
Details | |
Total minimum lease payments due | $ 62,294 |
Present value of future minimum lease payments | 51,912 |
Current obligations under leases | 14,723 |
Long-term lease obligations | $ 37,189 |
Stock Warrants Disclosure (Deta
Stock Warrants Disclosure (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Details | |
Warrants issued, units including shares | shares | 82,500 |
Exercise price, warrants | $ / shares | $ 1 |
Stock Warrants Disclosure_ Sc_2
Stock Warrants Disclosure: Schedule of Warrants Activity (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Warrants outstanding | 2,478,124 | 2,395,624 |
Income Taxes Disclosure_ Sche_3
Income Taxes Disclosure: Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Deferred income tax assets | $ 9,866,701 | $ 8,901,506 |
Valuation allowance | $ 9,866,701 | $ 8,901,506 |
Income Taxes Disclosure_ Sche_4
Income Taxes Disclosure: Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Federal statutory tax rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 0.00% | 0.00% |
Change in valuation allowance | 21.00% | 21.00% |
Effective tax rate | 0.00% | 0.00% |
Income Taxes Disclosure (Detail
Income Taxes Disclosure (Details) | Dec. 31, 2019USD ($) |
Details | |
Net operating loss carry forwards | $ 16,723,858 |
Stockholders' Equity Disclosu_2
Stockholders' Equity Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Preferred stock authorized | 10,000,000 | 10,000,000 |
Par value of preferred stock | $ 0.001 | $ 0.001 |
Common stock authorized | 100,000,000 | 100,000,000 |
Par value of common stock | $ 0.001 | $ 0.001 |
Preferred Stock conversion terms | Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder, is convertible into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock will be automatically converts into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock | |
Stock issued for services | 2,679,300 | |
Value of stock issued for services | $ 1,399,852 | $ 1,236,784 |
Stock issued for cash | 5,625,000 | |
Proceeds from sale of common stock, net of offering costs | $ 1,533,250 | 1,202,466 |
Stock issued for debt discounts, shares | 1,777,777 | |
Stock issued for debt discounts | $ 598,567 | $ 397,500 |
Stock issued for settlement of notes payable, shares | 606,101 | |
Stock issued for settlement of notes payable, value | $ 289,717 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Apr. 13, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants issued, units including shares | 82,500 | ||
Stock issued for settlement of notes payable, shares | 606,101 | ||
Note payable issued | $ 137,000 | $ 115,000 | |
Stock issued for cash | 5,625,000 | ||
Stock issued for services | 2,679,300 | ||
Stock issued for debt discounts and extensions | $ 598,567 | 397,500 | |
Proceeds from convertible notes payable | $ 595,500 | $ 285,000 | |
Series A Preferred shares converted | 76,000 | ||
August 6, 2016 Note Payable | |||
Warrants issued, units including shares | 1,000,000 | ||
Stock issued for settlement of notes payable, shares | 4,000,000 | ||
Amount of debt settled/converted | $ 400,000 | ||
Note payable issued | $ 500,000 | ||
Common Stock for Stock Payable, Jan 3, 2020 | |||
Stock issued for cash | 200,000 | ||
Common Stock for Stock Payable, Jan 30, 2020 | |||
Stock issued for cash | 64,166 | ||
Common Stock for Cash, April 1, 2020 | |||
Stock issued for cash | 500,000 | ||
Common Stock for Services, Jan 30, 2020 | |||
Stock issued for services | 15,000 | ||
Common Stock for Services, Feb 19, 2020 | |||
Stock issued for services | 4,000,000 | ||
Extending certain notes payable | |||
Stock issued for debt discounts and extensions | $ 50,000 | ||
Loan consolidation (Three notes payable) | |||
Stock issued for debt discounts and extensions | 175,000 | ||
Loan consolidation (Two notes payable) | |||
Stock issued for debt discounts and extensions | 175,000 | ||
November 15, 2019 Note Payable | |||
Stock issued for debt discounts and extensions | 476,493 | ||
Proceeds from convertible notes payable | $ 225,000 | ||
Common Shares | |||
Shares issued for Series A Preferred | 205,000 | ||
Warrant Shares | |||
Shares issued for Series A Preferred | 76,000 | ||
Cancelled consulting agreement | |||
Common stock returned and cancelled | 500,000 | ||
Private placement of Series A Preferred - CEO | |||
Stock issued for cash | 5,000 | ||
Private placement of Series A Preferred - Sec and Treasurer | |||
Stock issued for cash | 5,000 |