Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 19, 2020 | |
Details | ||
Registrant CIK | 0001429393 | |
Fiscal Year End | --12-31 | |
Registrant Name | Trutankless, Inc. | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2020 | |
Tax Identification Number (TIN) | 26-2137574 | |
Number of common stock shares outstanding | 71,779,970 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | Yes | |
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 | 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 26,685 | $ 4,342 |
Accounts receivable, net | 439,262 | 270,381 |
Inventory | 37,598 | 106,958 |
Prepaid consulting expenses | 1,136,994 | 373,072 |
Total current assets | 1,640,539 | 754,753 |
Other Assets | ||
Prepaid consulting expenses - long term | 761,209 | 108,260 |
Right to use asset | 38,051 | 50,234 |
Other assets | 13,790 | 13,994 |
Total other assets | 813,050 | 172,488 |
Total assets | 2,453,589 | 927,241 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,035,051 | 1,189,370 |
Lease liability | 16,480 | 14,723 |
Accrued interest payable - related party | 201,618 | 18,668 |
Derivative liability, current | 278,999 | 613,716 |
Payroll protection program loan payable | 107,485 | 0 |
Notes payable, related | 69,350 | 69,150 |
Notes payable, net of debt discount | 502,667 | 411,807 |
Convertible notes payable, net of debt discount | 783,093 | 1,583,066 |
Total current liabilities | 2,994,743 | 3,900,500 |
Lease liability - long-term | 24,556 | 37,189 |
Notes payable, net of current portion and debt discount | 249,027 | 0 |
Convertible notes payable - long term, net of debt discount | 84,430 | 17,242 |
Notes payable - related party | 500,000 | 0 |
Total long-term liabilities | 858,013 | 54,431 |
Total liabilities | 3,852,756 | 3,954,931 |
Stockholders' deficit | ||
Preferred stock value | 10 | 76 |
Common stock value | 67,620 | 45,427 |
Additional paid in capital | 38,575,720 | 28,928,084 |
Shares payable, net | 714,935 | 424,705 |
Accumulated deficit | (40,757,452) | (32,425,982) |
Total stockholders' deficit | (1,399,167) | (3,027,690) |
Total liabilities and stockholders' deficit | $ 2,453,589 | $ 927,241 |
CONSOLIDATED BALANCE SHEETS - P
CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred Stock, No Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 10,000 | 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 | 67,619,970 | 45,427,303 |
Series B Preferred Stock | ||
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Outstanding | 10,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Details | ||||
Revenue | $ 361,008 | $ 442,781 | $ 1,439,271 | $ 1,500,950 |
Cost of goods sold | 309,269 | 364,352 | 1,099,277 | 1,297,494 |
Gross profit (loss) | 51,739 | 78,429 | 339,994 | 203,456 |
Operating expenses | ||||
General and administrative | 288,770 | 284,370 | 1,071,675 | 1,102,066 |
Research and development | 29,734 | 120,000 | 93,812 | 290,574 |
Professional fees | 645,812 | 266,261 | 4,394,334 | 1,286,502 |
Total operating expenses | 964,316 | 670,631 | 5,559,821 | 2,679,142 |
Loss from operations | (912,577) | (592,202) | (5,219,827) | (2,475,686) |
Other income (expenses) | ||||
Interest expense | (385,028) | (193,428) | (1,114,491) | (565,953) |
Gain (loss) on change of derivative liability | 82,645 | 0 | 21,063 | 0 |
Gain (loss) on extinguishment of notes | (9,850) | 0 | (2,018,215) | 0 |
Total other income (expenses) | (312,233) | (193,428) | (3,111,643) | (692,767) |
Net loss before tax provision | (1,224,810) | (785,630) | (8,331,470) | (3,168,453) |
Tax provision | 0 | 0 | 0 | 0 |
Net income (loss) | $ (1,224,810) | $ (785,630) | $ (8,331,470) | $ (3,168,453) |
Net loss per common share - basic and diluted | $ (0.02) | $ (0.02) | $ (0.16) | $ (0.08) |
Weighted average number of common shares outstanding - basic and diluted | 55,762,885 | 39,960,400 | 53,339,681 | 38,090,901 |
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, 2018 | $ 76 | $ 34,740 | $ 25,364,090 | $ 178,000 | $ (27,532,752) | $ (1,955,846) |
Equity Balance, Shares at Dec. 31, 2018 | 76,000 | 34,739,902 | ||||
Stock Issued During Period, Value, New Issues | $ 0 | $ 4,195 | 1,110,555 | 330,000 | 0 | 1,444,750 |
Stock Issued During Period, Shares, New Issues | 4,195,000 | |||||
Stock Issued During Period, Value, Issued for Services | 0 | $ 1,974 | 722,851 | 0 | 0 | 724,825 |
Stock Issued During Period, Shares, Issued for Services | 1,974,300 | |||||
Stock and warrants issued for debt, value | 0 | $ 1,031 | 432,436 | 95,000 | 0 | 528,467 |
Stock issued for debt, shares | 1,031,101 | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 0 | (3,168,453) | (3,168,453) |
Equity Balance, Shares at Sep. 30, 2019 | 76,000 | 41,940,303 | ||||
Equity Balance at Sep. 30, 2019 | $ 76 | $ 41,940 | 866,014 | 603,000 | (30,701,205) | (2,426,257) |
Equity Balance at Dec. 31, 2019 | $ 76 | $ 45,427 | 28,928,084 | 424,705 | (32,425,982) | (3,027,690) |
Equity Balance, Shares at Dec. 31, 2019 | 76,000 | 45,427,303 | ||||
Stock Issued During Period, Value, New Issues | $ 0 | $ 4,995 | 619,505 | (50,000) | 0 | 574,500 |
Stock Issued During Period, Shares, New Issues | 4,995,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 10 | $ 9,205 | 5,366,609 | 325,530 | 0 | 5,701,354 |
Stock Issued During Period, Shares, Issued for Services | 10,000 | 9,205,000 | ||||
Stock and warrants issued for debt, value | $ 0 | $ 8,962 | 3,434,300 | 14,665 | 0 | 3,457,927 |
Stock issued for debt, shares | 8,961,663 | |||||
Stock issued for settlement of notes payable, value | $ (76) | $ 205 | (164) | 35 | 0 | 0 |
Conversion of preferred stock to common stock, shares | (76,000) | 205,000 | ||||
Derivative liability reclassified to additional paid in capital | $ 0 | $ 0 | 526,452 | 0 | 0 | 504,848 |
Net income (loss) | $ 0 | $ 0 | 0 | 0 | (8,331,470) | (8,331,470) |
Equity Balance, Shares at Sep. 30, 2020 | 10,000 | 67,619,966 | ||||
Equity Balance at Sep. 30, 2020 | $ 10 | $ 67,620 | $ 38,575,720 | $ 714,935 | $ (40,757,452) | $ (1,399,167) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (8,331,470) | $ (3,168,453) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Shares issued for services | 5,401,114 | 724,825 |
Gain on change of derivative liability | (21,063) | 0 |
Gain (loss) on extinguishment of notes | 2,018,215 | 0 |
Depreciation and amortization | 204 | 833 |
Non-cash operating lease expense | 12,183 | 10,683 |
Amortization of debt discount | 1,028,652 | 393,733 |
Changes in assets and liabilities | ||
Accounts receivable | (168,881) | (102,071) |
Inventory | 69,360 | 173,313 |
Prepaid expenses | (1,416,871) | 24,897 |
Customer deposit | 0 | 900 |
Accounts payable | (154,319) | 103,234 |
Lease liability | (10,876) | (9,652) |
Interest payable - related party | 182,950 | (3,082) |
Net cash used in operating activities | (1,390,802) | (1,850,840) |
Cash Flows from Investing Activities: | ||
Net cash used in investing activities | 0 | 0 |
Cash Flows from Financing Activities: | ||
Advances | 0 | 20,677 |
Proceeds from convertible notes payable | 837,583 | 273,717 |
Repayments of convertible notes payable | (638,600) | 0 |
Proceeds from notes payable | 572,700 | 137,000 |
Repayments on notes payable | (40,723) | 0 |
Proceeds of notes payable - related party | 1,000 | 5,000 |
Proceeds from payroll protection program loan payable | 107,485 | 0 |
Repayments on notes payable - related party | (800) | (33,000) |
Proceeds from sale of common stock, net of offering costs | 574,500 | 1,444,750 |
Net cash provided by financing activities | 1,413,145 | 1,848,144 |
Net increase in cash | 22,343 | (2,696) |
Cash, beginning of period | 4,342 | 9,668 |
Cash, end of period | 26,685 | 6,972 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 106,781 | 46,933 |
Cash paid for taxes | 0 | 0 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Recognition of right of use asset and liability | 0 | 64,978 |
Derivative Liability written off to APIC | 338,176 | 0 |
Reclassification of notes payable to convertible notes payable | 1,060,000 | 100,000 |
Settlement of notes payable and accrued interest for stock payable | $ 400,000 | $ 162,904 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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. On October 26, 2020, the Board of Directors (the Board), authorized the Company to amend the Articles of Incorporation of the Corporation to increase the authorized capital stock of the Corporation to 1,010,000,000 shares, of which 1,000,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. Additionally, the Board authorized the execution of a reverse split of the issued and outstanding shares of the Corporation’s common stock at a ratio of up to one post-split share per twenty-five pre-split shares (1:25) at a time and exact ratio amount the Board of Directors deems appropriate (See Note 11). 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. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the consolidated financial statements for the three and nine months ended September 30, 2020 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K/A for the Company’s fiscal year ended December 31, 2019, as filed with the SEC on April 24, 2020. The consolidated balance sheet as of December 31, 2019, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the year ending December 31, 2020. 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 and Bollente International, 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. Stock-based compensation The Company follows Accounting Standards Codification (ASC) 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. 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 of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive. Potential equivalent shares of common stock as of September 30, 2020 that have been excluded from the computation of diluted net loss per share amounted to 23,699,049 shares of common stock, which included 10,826,882 shares of common stock underlying outstanding warrants and 12,872,167 shares of common stock underlying outstanding convertible notes payable. Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). Revenue recognition We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) 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 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 Level 2 Level 3 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 September 30, 2020 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 September 30, 2020 and December 31, 2019. Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of September 30, 2020 and December 31, 2019: September 30, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 278,999 $ 278,999 December 31, 2019 Liabilities Derivative Financial Instruments $ - $ - $ 613,716 $ 613,716 As of September 30, 2020, the Company’s stock price was $0.20, risk-free discount rate of 0.11% and volatility of 312.34% 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: The following tables 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 for the three months ended September 30, 2020: Amount Balance March 31, 2020 $ 549,920 Derivative reclassed to additional paid in capital (188,276) Change in fair market value of derivative liabilities (82,645) Balance September 30, 2020 $ 278,999 The following tables 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 for the six months ended September 30, 2020: Amount Balance December 31, 2019 $ 613,716 Debt discount originated from derivative liabilities 124,037 Financing cost recorded 88,761 Derivative reclassed to additional paid in capital (526,452) Change in fair market value of derivative liabilities (21,063) 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 tables 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 for the year ended December 31, 2019: 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 |
Going Concern Disclosure
Going Concern Disclosure | 9 Months Ended |
Sep. 30, 2020 | |
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 Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’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 September 30, 2020, the Company had $26,685 cash on hand. At September 30, 2020, the Company has an accumulated deficit of $40,757,452. For the nine months ended September 30, 2020, the Company had a net loss of $(8,331,470), and cash used in operations of $(1,390,802). These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing. Over the next twelve months management plans to 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. However, there is no guarantee the Company will generate sufficient revenues or raise capital to continue operations. 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. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. COVID-19 Pandemic In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). The COVID-19 Pandemic poses a threat to the health and economic wellbeing of our employees, customers and vendors. Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company financially; however, management cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flow. |
Inventory Disclosure
Inventory Disclosure | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
Inventory Disclosure | NOTE 3 - INVENTORY Inventories consist of the following at: September 30, 2020 December 31, 2019 Finished goods 37,598 106,958 Total $ 37,598 $ 106,958 |
Accounts Receivable, Net, Discl
Accounts Receivable, Net, Disclosure | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
Accounts Receivable, Net, Disclosure | NOTE 4 - ACCOUNTS RECEIVABLE, NET Accounts receivable consist of the following at: September 30, 2020 December 31, 2019 Accounts receivable 546,103 377,222 Allowance for doubtful accounts 106,841 106,958 Total $ 439,262 $ 270,381 |
Prepaid Consulting Expenses, Di
Prepaid Consulting Expenses, Disclosure | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
Prepaid Consulting Expenses, Disclosure | NOTE 5 - PREPAID CONSULTING EXPENSES Prepaid consulting expense was $1,898,203 and $481,335 as of September 30, 2020 and December 31, 2019, respectively. During the nine months ended September 30, 2020, the Company was required to issue 407,200 shares (post-split) of stock for consulting agreements with a term ranging from 6 months to 4 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 shares on the date issued of $2,318,888 was the more readily determinable values. The Company recorded amortization of the prepaid stock compensation amounting to $373,040 and $902,020 for the three and nine months ended September 30, 2020 and $73,818 and $335,795 for the three and nine months ended September 30, 2019, respectively. |
Related Party Disclosure
Related Party Disclosure | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
Related Party Disclosure | NOTE 6 - RELATED PARTY As of September 30, 2020, and December 31, 2019, the Company had notes payable due to officers and directors of the Company in the amount of $69,350 and $69,150, respectively. The notes have interest rate that range from 5%-12% 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). On February 5, 2020, the Company agreed to settle a certain $900,000 convertible note payable issued to a shareholder 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 valued at $781,755 (See Note 9), 4,000,000 shares of common stock valued at $1,240,000, based on stock price on date of issuance, in settlement of $400,000 of the principal balance of the note, and issued a new $500,000 11% promissory note. The issuance of the shares and warrants under the agreement resulted in the noteholder becoming a more than 5% shareholder and a related party. 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. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $1,725,879 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. Interest expense associated with the related party notes for the nine months ended September 30, 2020 and 2019 was $41,882 and $6,139, respectively. |
Notes Payable Disclosure
Notes Payable Disclosure | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
Notes Payable Disclosure | NOTE 7 - NOTES PAYABLE Notes payable consist of the following at: September 30, 2020 December 31, 2019 Note payable, secured, 12% interest, due July 2020 $ - $ 150,000 Note payable, secured, 12% interest, due July 2020 - 100,000 Note payable, secured, 12% interest, due January 2020 - 50,000 Note payable, secured, 12% interest, due July 2020 - 100,000 Note payable, secured, 12% interest, due June 1, 2022 249,027 - Note payable, secured, 12% interest, due June 1, 2021 300,000 - Note payable, secured, 12% interest, due October 2019 - 5,750 Note payable, secured, 12% interest, due March 2020 - 12,000 Note payable, secured, 10% interest, due June 2021 345,000 - Notes payable, secured, 12% interest, due August 2021 278,000 - Total Notes Payable $ 1,172,027 $ 417,750 Less unamortized debt discounts (420,333) (5,943) Total Notes Payable 751,694 411,807 Less current portion (502,667) (411,807) Total Notes Payable - long term $ 249,027 $ - 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 (see below) for the issuance of 50,000 shares of common stock valued at $21,000, which was recognized as a debt discount over the extended maturity date, which was recognized as a debt discount over the extended maturity date. As of September 30, 2020, the full amounts of the debt discount have been amortized. 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 splitting the notes the noteholder also agreed to 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 (see below) for the issuance of 80,000 shares valued $40,800. 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 1, 2020, the Company entered into an agreement to consolidate three notes payable above dated September 2, 2016 and February 2, 2018 into one $300,000, 12% note due June 1, 2021. As consideration the Company issued the note holder 175,000 shares of common stock valued at $68,250 which was recorded as financing expense. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $68,250 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. On June 11, 2020, the Company issued $160,000 of principal amount of 12% secured convertible promissory notes and warrants to purchase 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 September 30, 2020, $165,516 of the debt discount was amortized and the note was shown net of unamortized discount of $0. 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 (see below) for the issuance of 55,000 shares of common stock valued at $23,100 The Company recorded the fair market value of all the shares issued for extensions to financing cost. On January 1, 2020, the Company entered into an agreement to consolidate the above two notes payable dated June 11, 2018 and January 30, 2019 into one $260,000, 12% note due June 1, 2022. As consideration the Company issued the note holder 175,000 shares of common stock valued at $68,250, which was recognized as a financing cost. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such, the Company recorded a loss on extinguishment of debt of $68,250 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. During the nine month ended September 30, 2020, the Company paid $10,973 to the noteholder, and the balance of note was $249,027 as of December 31, 2020. On March 1, 2019, the Company issued a $12,000 12% promissory note. The note was due on March 1, 2020 has been paid in full as of September 30, 2020. On March 4, 2020, the Company issued a $12,000 10% promissory note. The note is due on March 4, 2021. On March 4, 2020, the Company issued a $12,000 promissory note. On April 17, 2020, the note and accrued interest in the amount of $12,140 was paid. On June 2, 2020, the Company entered in to a $345,000 note payable, including an original issue discount of $34,500 promissory note. Interest under the promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due twelve (12) months from funding with monthly payment of $37,150 beginning on September 1, 2020. On September 6, 2020, the note was amended to increase the payments on the note to $41,420 and extended the first payment to October 2, 2020. In addition, as part of the amendment the Company can further extend the due date of the first payment with notice to the noteholder and payment of an extension fee of $4,142. The holder has the right upon an event of default to convert the note and accrued interest into common shares at the closing bid price on the date preceding the notice of conversion. As an incentive to enter into the agreement, the noteholder was also granted 1,468,085 shares valued at $308,298, based on market value of the shares of $0.21 on the date of issuance which was recognized as a debt discount. During the nine months ended September 30, 2020, $109,883 of the discount was amortized and the note was shown net of unamortized discount of $232,915. On August 20, 2020, the Company entered in to a $278,000 note payable, including an original issue discount of $27,800 promissory note. Interest under the promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due twelve (12) months from funding with monthly payment of $31,136 beginning on November 18, 2020. The holder has the right upon an event of default to convert the note and accrued interest into common shares at the closing bid price on the date preceding the notice of conversion. As an incentive to enter into the agreement, the noteholder was also granted 1,002,919 shares valued at $183,334, based on market value of the shares of $0.1828 on the date of issuance which was recognized as a debt discount. During the nine months ended September 30, 2020, $23,716 of the discount was amortized and the note was shown net of unamortized discount of $187,418. Interest expense including amortization of the associated debt discount for the nine months ended September 30, 2020 and 2019 was $206,564 and $65,112, respectively. Payroll Protection Program On May 4, 2020, we received funds under the Paycheck Protection Program, a part of the CARES Act. The loan is serviced by Bank of America, and the application for these funds required us to, in good faith, certify that the current economic uncertainty made the loan necessary to support our ongoing operations. We used the funds for payroll and related costs. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on our ability to adhere to the forgiveness criteria. The loan bears interest at a rate of 1.0% per annum and matures on May 4, 2022, with the first payment deferred until November 2020. Under the terms of the PPP, certain amounts may be forgiven if they are used in accordance with the CARES Act. The Company believes that the full amount of the $107,485 Paycheck Protection Program loan will be forgiven, and therefore, the entire loan is classified as a current liability in the accompanying Balance Sheet. Interest expense for the nine months ended September 30, 2020 and 2019 was $439 and $0, respectively. Convertible notes payable, net of debt discount consist of the following: September 30, 2020 December 31, 2019 Convertible note payable, secured, 12% interest, due August 31, 2019, in default 50,000 50,000 Convertible note payable, secured, 12% interest, due 120 days after delivery of payment notice from lender or November 1, 2019 - 900,000 Convertible note payable, secured, 12% interest, due February 1, 2021 100,000 100,000 Convertible note payable, secured, 12% interest, due May 2, 2020 50,000 50,000 Convertible note payable, secured, 12% interest, due May 22, 2020, in default 5,000 5,000 Convertible note payable, secured, 12% interest, due Feb 15, 2021 75,000 75,000 Convertible notes payable, secured, 4% interest, due October 14, 2020 75,000 75,000 Convertible note payable, secured, 12% interest, due January 11, 2020 - 160,000 Convertible note payable, secured, 10% interest, due February 8, 2020, in default 50,000 50,000 Convertible note payable ,12% interest, due May 2020 - 337,000 Convertible note payable ,12% interest, due May 2020, in default 108,500 168,500 Convertible note payable, secured, 10% interest, due February 8, 2020 50,000 50,000 Convertible note payable, secured, 12% interest 14,900 31,500 Convertible note payable, secured, 10% interest, due October 2021 29,000 23,000 Convertible note payable, secured, 10% interest, due April 2022 26,000 - Convertible note payable, secured, 10% interest, due May 2021 350,000 - Convertible note payable, secured, 10% interest, due October 18, 2021 26,083 - Convertible notes payable, secured, 10% interest, due May through June 2022 230,000 - Total notes payable 1,239,483 - Less unamortized discounts (371,960) (474,692) Total convertible notes payable, net $ 876,523 $ 1,596,410 Less current portion (783,093) (1,583,066) Convertible notes payable, net - Long-term $ 84,430 $ 17,242 On June 2, 2016, the Company issued $50,000 of principal amount of 12% secured convertible promissory notes and 50,000 warrants to purchase common stock. The note was due on August 31, 2018, was later extended to August 31, 2019, bears interest of twelve percent (12%) and is currently past due. 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 50,000 shares of the Company’s common stock at an exercise price of $1.50 per share. On May 2, 2017, the Company issued $100,000 of principal amount of 12% secured convertible promissory notes and 20,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory and on August 1, 2020, for the issuance of 50,000 shares valued at $10,000 based on market value of the shares of $0.20 on the date of issuance, was further extended to February 1, 2021. 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 $0.50 per share. The notes were issued with warrants to purchase up to 10,000 shares of the Company’s common stock at an exercise price of $1.00 per share. For the three and nine months ended September 30, 2020, the Company recorded amortization of the debt discount of $419 and $669, respectively, and for the three and nine months ended September 30, 2019, the Company recorded amortization of the debt discount of $504 and $751, respectively. As of September 30, 2020, the note was shown net of unamortized discount of $0. On May 2, 2017, the Company issued $50,000 of principal amount of 10% secured convertible promissory notes and 10,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the note was extended to May 2, 2021. 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 $0.50 per share. The notes were issued with warrants to purchase up to 10,000 shares of the Company’s common stock at an exercise price of $1.00 per share. For the three and nine months ended September 30, 2020, the Company recorded amortization of the debt discount of $209 and $334, respectively, and for the three and nine months ended September 30, 2019, the Company recorded amortization of the debt discount of $252 and $376, respectively. As of September 30, 2020, the note was shown net of unamortized discount of $0. On May 22, 2017, the Company issued $5,000 of principal amount of 10% secured convertible promissory notes and 1,000 warrants to purchase common stock at an exercise price of $1. The note was due on May 22, 2020 and is currently in default secured by the Company’s accounts receivable and inventory. 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 $0.50 per share. The notes were issued with warrants to purchase up to 1,000 shares of the Company’s common stock at an exercise price of $1.00 per share. For the three and nine months ended September 30, 2020, the Company recorded amortization of the debt discount of $19 and $32, respectively, and for the three and nine months ended September 30, 2019, the Company recorded amortization of the debt discount of $26 and $38, respectively. As of September 30, 2020, the note was shown net of unamortized discount of $0. On February 15, 2018, the Company issued a $75,000 12% secured convertible promissory note. The note was due on February 24, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the due date of the note was extended to February 15, 2021 for the issuance of 50,000 shares of common stock valued at $8,995 based on market value of the shares of $0.18 on the date of issuance. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $8,995 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. On September 17, 2018, the Company issued a $50,000 10% promissory note. The note was 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, based on market value of the shares of $0.50 on the date of issuance. On February 9, 2019, the note was amended for the issuance of 50,000 shares of common stock valued at $30,000 based on market value of the shares of $0.60 on the date of issuance, which was recognized as a debt discount, 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 and the note is currently in default. As of September 30, 2020, the shares have not been issued and were included in stock payable. For the three and nine months ended September 30, 2020, the Company recorded amortization of the debt discount of $0 and $4,204 respectively, and for the three and nine months ended September 30, 2019, the Company recorded amortization of the debt discount of $10,757 and $16,090 respectively. As of September 30, 2020, $30,000 of the debt discount has been amortized and the note was shown net of unamortized discount of $0. On December 14, 2018, the Company issued a $50,000 4% convertible note. The note was originally due on February 14, 2019 and is convertible at a rate of $0.50 per shares. As an incentive to enter into the agreement, the noteholder was also granted 10,000 shares valued at $5,000, based on market value of the shares of $0.60 on the date of issuance, which was recognized as a debt discount. For the three and nine months ended September 30, 2020, the Company recorded amortization of the debt discount of $0 and $0, respectively, and for the three and nine months ended September 30, 2019, the Company recorded amortization of the debt discount of $0 and $5,000, respectively. On February 14, 2019, the noteholder agreed to extend the note through October 14, 2020. On January 25, 2019, the Company issued a $100,000 8% convertible note. The note was due on March 1, 2019 and is convertible at a rate of $0.50 per shares. On April 29, 2020, the note was amended to be due on demand but not before January 25, 2021 and the conversion price was changed to $0.10 per share. As consideration, the Company granted 140,000 three year warrants exercisable at $0.125 per share and valued at $21,836. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $34,086 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. Additionally, the reduction of the conversion price resulted in a beneficial conversion feature totaling $12,250. The noteholder is due two shares of common stock for every dollar funded. As of September 30, 2020, the noteholder advanced a total of $47,500 and is due 95,000 shares valued at $38,250, based on market value of the shares of $0.40 on the date of issuance, and the Company has made payments on the principal balance of $32,600. As of September 30, 2020, there was an outstanding balance on the note in the amount of $14,900. For the three and nine months ended September 30, 2020, the Company recorded amortization of the debt discount of $0 and $6,250, respectively, and for the three and nine months ended September 30, 2019, the Company recorded amortization of the debt discount of $12,398 and $27,971, respectively. As of September 30, 2020, the note was shown net of unamortized discount of $0. On February 8, 2019, the Company issued a $50,000 10% convertible note. The note was due on February 8, 2020 and is currently in default. As an incentive to enter into the agreement, the noteholder was also granted 60,000 shares valued at $30,000, which was recognized as a debt discount. For the three and nine months ended September 30, 2020, the Company recorded amortization of the debt discount of $3,205 and $0, respectively, and for the three and nine months ended September 30, 2019, the Company recorded amortization of the debt discount of $14,877 and $22,438, respectively. As of September 30, 2020, $30,000 of the debt discount has been amortized and the note was shown net of unamortized discount of $0. On February 19, 2019, the Company issued a $25,000 4% convertible note. The note was 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, which was recognized as a debt discount. As of September 30, 2020, the shares have not been issued and were included in stock payable. For the three and nine months ended September 30, 2020, the Company recorded amortization of the debt discount of $0 and $0, respectively, and for the three and nine months ended September 30, 2019, the Company recorded amortization of the debt discount of $2,500 and $0, respectively. As of September 30, 2020, 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 share. As an incentive to enter into the agreement, the noteholder was also granted 46,000 shares valued at $15,175, based on market value of the shares of $0.33 on the date of issuance, which was recognized as a debt discount. During the three months ended September 30, 2020, the Company restructured the note to reduce the conversion price to $0.10 per share and the noteholder advanced another $6,000. As consideration, the Company issued an additional 12,000 shares of common stock valued at $4,560 and 232,000 warrants valued at $82,131. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $102,905 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. On November 5, 2019, the Company entered into a $562,000 convertible note payable, including an original issue discount of $56,200 pursuant to which we borrowed $337,000, including a $37,000 original issue discount in the first tranche 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 was 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. On January 30, 2020, the Company borrowed an additional $225,000, including a $19,200 original issue discount. As an incentive, the noteholder was also granted an additional 476,493 shares valued at $109,593. 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 $212,798, 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 $225,000 to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the excess of $161,011 was recognized as a financing cost on the Statement of Operations. For the three and nine months ended September 30, 2020, the Company recorded amortization of the debt discount of $45,000 and $457,735, respectively. As of September 30, 2020, $562,000 of the debt discount has been amortized and the note was shown net of unamortized discount of $0. On May 5, 2020, the Company paid the principal and accrued interest under the first tranche of $357,852 and on August 20, 2020, the Company paid the principal and accrued interest of the second tranche of $239,055. The fair value of the derivative liability associated with the first and second tranches on the date of settlement of $275,728 and $188,276, respectively were reclassified to additional paid in capital. On November 19, 2019, the Company entered in to a $281,000 convertible note payable, including an original issue discount of $28,100 convertible promissory note pursuant to which $150,000 was borrowed, 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. On May 20, 2020, the noteholder agreed to extend the due date of the first tranche of funding until July 19, 2020 and is currently past-due. 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 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. For the three and nine months ended September 30, 2020, the Company recorded amortization of the debt discount of $0 and $129,401, respectively. As of September 30, 2020, $168,500 of the debt discount has been amortized and the note was shown net of unamortized discount of $0. As of September 30, 2020, the Company paid the $60,000 toward the principal balance under the first tranche of $60,000. The fair value of the derivative liability associated with the payment of $62,448 was reclassified to additional paid in capital. The fair value of the derivative liability associated with the tranche on the date of settlement of $62,448 was recorded to additional paid in capital. 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 September 30, 2020: Risk free interest rate 0.15% - 1.57% Expected term (years) 0.132 - 0.50 Expected volatility 188% - 263.5 Expected dividends 0% On January 8, 2020, the Company issued a $26,083 convertible note. The note is due on January 8, 2022 and is convertible at a rate of $0.10 per shares. As an incentive to enter into the agreement, the noteholder was also granted 52,166 shares and 208,664 2-year warrants exercisable at $0.125. The issuance of the note and warrants resulted in a discount from the beneficial conversion feature totaling $26,083, including $13,203 attributable to the conversion feature, $10,566 attributable to the warrants, and $2,313 was attributable to the shares. The excess fair value of the consideration given of $16,171 was recorded as financing expense. During the three and nine months ended September 30, 2020, $3,282 and $9,291, respectively, of the discount was amortized and the note was shown net of unamortized discount of $16,792. On May 5, 2020, the Company issued a $350,000 6% convertible note. The note is due on May 1, 2021 and is convertible at a rate of $0.125 per shares. As an incentive to enter into the agreement the noteholder was also granted 1,500,000 shares valued at $207,000, which was recognized as a debt discount. During the three and nine months ended September 30, 2020, $63,301 and $103,693 of the discount, respectively, was amortized and the note was shown net of unamortized discount of $145,307. On April 30, 2020, the Company issued a $100,000 8% convertible note. The note is due on April 30, 2022 and is convertible at a rate of $0.125 per shares which resulted in a discount from the beneficial conversion feature totaling 20,250. The note holder is due two shares of common stock and eight three-year warrants exercisable at a rate of $0.125 for every dollar funded. As of September 30, 2020, the noteholder advanced a total of $26,000 and is due 40,500 shares valued at $5,670, based on market value of the shares of $0.14 on the date of funding and $162,000 warrants valued at $12,150 which was recorded as financing expense. As of September 30, 2020, the 40,500 shares were not issued and were included in stock payable. During the three and nine months ended September 30, 2020, $2,613 and $4,147 of the debt discount, respectively, was amortized. As of September 30, 2020, the note was shown net of unamortized discount of $16,103. During the nine months ended September 30, 2020, we issued secured convertible promissory notes in the aggregate principal amount of $230,000 to several accredited investors through a private placement. The convertible notes bear interest at a rate of 10% per annum, mature two years from issuance. The notes and accrued interest are convertible at the option of the noteholder into our common stock at $0.125 per share. As an incentive to enter into the agreements the Company also issued 1,840,000 three year warrants exercisable at $0.125 per share valued at $230,000 (Note 9), which was recorded as a debt discount. During the three and nine months ended September 30, 2020, $20,026 and $36,242 of the discount, respectively, was amortized and the note was shown net of unamortized discount of $193,758. As part of the private placement, the Company paid a consultant a $50,000 retainer and commissions equivalent to 10% of the gross proceeds received from the issuance of convertible notes which were recorded as financing cost. Interest expense including financing cost and amortization of the associated debt discount on all of the above convertible notes for the nine months ended September 30, 2020 and 2019 was $385,430 and $246,703, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
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, the Company 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. The Company 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 its term is 12 months or less. Undiscounted Cash Flows As of September 30, 2020, the right of use asset and lease liability were shown on the consolidated balance sheet at $38,051 and $41,036, 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 September 30, 2020: Amounts due as of September 30, 2020 Operating Leases 2020 $ 5,040 2021 20,765 2022 21,370 Total minimum lease payments $ 47,175 Less: effect of discounting (6,139) Present value of future minimum lease payments $ 41,036 Less: current obligations under leases (16,480) Long-term lease obligations $ 24,556 Legal Matter On July 6, 2020 we received a letter from the staff of the Division of Enforcement of the Securities and Exchange Commission (the “Staff”) that indicated the Company may have violated certain rules and regulations regarding a late filing notification filed by the Company and that the Staff is conducting an informal inquiry into the matter. The Staff has asked the Company to voluntarily submit certain information to it and the Company has done so and is cooperating with the Staff into their inquiry. No formal complaint has been filed and we expect to resolve this matter with the Staff without formal litigation. |
Stock Warrants Disclosure
Stock Warrants Disclosure | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
Stock Warrants Disclosure | NOTE 9 - STOCK WARRANTS On January 8, 2020, the Company granted 208,664 warrants with terms of 3.3 years exercisable at $0.125 per share with the issuance of a convertible note payable, valued at $19,277. The warrants were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement date of $0.38; b) risk-free rate of 1.61%; c) volatility factor of 166%; d) dividend yield of 0% On January 8, 2020, the Company granted 232,000 warrants 3.3 years warrants exercisable at $0.125 per share with the issuance of a convertible note payable, valued at $82,131. The warrants were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement date of $0.38; b) risk-free rate of 1.61%; c) volatility factor of 166%; d) dividend yield of 0% On February 5, 2020, the Company granted 1,965,094 warrants with a term of 5 years exercisable at $0.50 per shares warrants, valued $566,269 as part of a note settlement agreement. Additionally, as part of the agreement the Company modified 1,666,666 previously issued to include the same terms of the warrants issued under the agreement. The Company valued the modification of warrants at $215,486, which the difference of the fair value of the warrants before and after the modification and recorded the value to loss on extinguishment of notes payable. The warrants were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement date of $0.30-$0.31; b) risk-free rate of 1.48-1.49%; c) volatility factor of 175-177.6%; d) dividend yield of 0% On April 29, 2020, the Company granted 140,000 3 years warrants exercisable at $0.125 per share with the amendment of a convertible note payable, valued at $21,836. The warrants were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement date of $0.17; b) risk-free rate of .24%; c) volatility factor of 192%; d) dividend yield of 0% On May 7, 2020, the Company granted 162,000 3 years warrants exercisable at $0.125 per share with the issuance of a convertible note payable, valued at $10,339. The warrants were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement date of $0.14; b) risk-free rate of .19%; c) volatility factor of 192%; d) dividend yield of 0% On May 29, 2020, the Company granted 1,240,000 3 years warrants exercisable at $0.125 per share with the issuance of a convertible note payable, valued at $96,304. The warrants were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement date of $0.22; b) risk-free rate of .19%; c) volatility factor of 195%; d) dividend yield of 0% On June 26, 2020, the Company granted 600,000 3 years warrants exercisable at $0.125 per share with the issuance of a convertible note payable, valued at $40,990. The warrants were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement date of $0.16; b) risk-free rate of .19%; c) volatility factor of 197%; d) dividend yield of 0% During the period ending September 30, 2020 the Company issued 2,155,000 units, which included 2,155,000 3 years warrants exercisable at $0.125 per share and 2,155,000 shares of common stock for $242,500 cash. The following is a summary of stock warrants activity during the period ended September 30, 2020 and 2019. Number of Shares Weighted Average Exercise Price Balance, December 31, 2019 2,478,124 $1.00 Warrants granted and assumed 8,348,758 $0.12 Warrants expired - - Warrants canceled (1,666,000) $1.00 Warrants exercised - - Balance outstanding and exercisable, September 30, 2020 10,862,882 $0.32 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, September 30, 2019 2,478,124 $1.00 |
Stockholders' Equity Disclosure
Stockholders' Equity Disclosure | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
Stockholders' Equity Disclosure | NOTE 10 - 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. On October 26, 2020, the Board of Directors (the Board), authorized the Company to amend the Articles of Incorporation of the Corporation to increase the authorized capital stock of the Corporation to 1,010,000,000 shares, of which 1,000,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. Additionally, the Board authorized the execution of a reverse split of the issued and outstanding shares of the CorporationÂ’s common stock at a ratio of up to one post-split share per twenty-five pre-split shares (1:25) at a time and exact ratio amount the Board of Directors deems appropriate (See Note 11). 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, 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 automatically converts into shares of the CompanyÂ’s common stock and warrants after three years from the original issue date of the Preferred Stock. On February 19, 2020 the Company converted the 76,000 outstanding Series A preferred shares, based on the automatic conversion terms into 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 January 3, 2020, the Company issued 200,000 shares of common stock for $50,000 cash at $0.25 per share. On January 3, 2020, the Company issued 100,000 shares for services with a fair value of $39,000, based on stock price of $0.39 on date of issuance. On January 30, 2020, the Company issued 15,000 shares for services with a fair value of $6,390 that were due during the year ended December 31, 2019 and included in stock payable. On February 5, 2020, the Company issued 4,000,000 shares for the settlement of debt with a fair value of $1,240,000, based on stock price of $0.31 on date of issuance. On February 5, 2020, the Company issued 3,600,000 shares for services with a fair value of $1,116,000, based on stock price of $0.31 on date of issuance. 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 valued $125,000, based on stock price of $0.25 on date of reacquisition. On March 10, 2020, the Company issued 300,000 shares for services with a fair value of $75,000 based on stock price of $0.25 on date of issuance. On March 11, 2020, the Company received $100,000 in cash proceeds for the issuance of 500,000 shares of common stock, which were issued on April 1, 2020. On April 2, 2020, the Company filed a certificate of designation of preferences, rights and limitations of a new Series B 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 B Preferred Stock. The new Series B 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 B Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have voting power equal to a controlling 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 B Preferred Stock, at a price per share equal to par value. On April 2, 2020, the Board issued 5,000 shares of the Series B Preferred Stock to the CompanyÂ’s Chief Executive Officer and President, Michael Stebbins, and 5,000 shares of the Series B Preferred Stock to the CompanyÂ’s Secretary and Treasurer, Robertson Orr for the purpose of assuring that they retains voting control of the Company. The shares were valued at $ 3,073,595 which was based on the value of the voting rights, which was determined based on the equity value of 51% of outstanding shares using a stock price of $0.11 on April 2, 2020. The $3,073,595 was recognized as shares issued for services included in professional fees expenses on the consolidated Statement of Operations. On May 1, 2020, the Company issued 1,500,000 shares of common stock for $207,000 as commitment shares for the issuance of a certain note payable issued on May 1, 2020. On May 20, 2020 the company sold 70,000 shares of common stock and 70,000 warrants for cash proceeds of $7,000. These shares were issued on July 9, 2020 and were recognized as stock payable as of September 30, 2020. On June 5, 2020, the Company issued 1,468,085 shares of common stock $308,298 as commitment shares for the issuance of a certain note payable issued on June 5, 2020. On June 10, 2020, the Company received and cancelled 674,000 shares of common stock valued $175,240, based on stock price on date of reacquisition. On June 12, 2020, the Company issued 1,300,000 shares of common stock for $175,000. On June 12, 2020, the Company issued 25,000 shares for services with a fair value of $5,500 based on stock price of $0.22 on date of issuance. On June 1, 2020 the Company entered into an agreement to provide 250,000 shares of common stock with a fair value of $60,000 based on stock price of $0.24 on date of issuance.in connection with consulting services. These shares were issued on July 9, 2020 and were recorded against stock payable as of September 30, 2020. On June 15, 2020 the Company entered into an agreement to provide 250,000 shares of common stock with a fair value of $42,500 based on stock price of $0.17 on date of issuance, in connection with consulting services. These shares were issued on July 9, 2020 and were recorded against stock payable as of September 30, 2020. On July 9, 2020, the Company issued 420,000 of common stock for $42,000 cash. On July 30, 2020, the Company issued 15,000 shares for services with a fair value of $2,805 based on stock price of $0.19 on date of issuance. On August 1, 2020, the Company issued 80,000 shares for services with a fair value of $15,760 based on stock price of $0.20 on date of issuance On August 1, 2020, the Company issued 50,000 shares to extend the due date of a certain note payable dated May 2, 2017 with a fair value of $9,850, based on stock price of $0.20 on date of issuance. On August 3, 2020, the Company issued 320,000 shares for services with a fair value of $130,476 based on stock price of $0.41 on date of issuance. On August 3, 2020, the Company issued 750,000 of common stock for $75,000 cash. On August 10, 2020, the Company issued 750,000 shares for services with a fair value of $263,500 based on stock price of $0.25 on date of issuance. On August 10, 2020, the Company issued 500,000 of common stock for $50,000 cash. On August 20, 2020, the Company issued 1,002,919 shares of common stock $183,334 as commitment shares for the issuance of a certain note payable issued on August 20, 2020. On August 30, 2020, the Company issued 250,000 shares for services with a fair value of $30,000 based on stock price of $0.12 on date of issuance. On August 23, 2020, the Company issued 500,000 shares for services with a fair value of $75,100 based on stock price of $0.1503 on date of issuance. On August 25, 2020, the Company issued 500,000 shares for services with a fair value of $75,000 based on stock price of $0.15 on date of issuance. On August 31, 2020, the Company issued 150,000 shares for services with a fair value of $18,000 based on stock price of $0.12 on date of issuance. On September 1, 2020, the Company issued 500,000 shares for services with a fair value of $60,000 based on stock price of $0.12 on date of issuance. On September 4, 2020, the Company issued 300,000 shares for services with a fair value of $30,000 based on stock price of $0.10 on date of issuance. On September 8, 2020, the Company issued 875,000 of common stock for $87,500 cash. On September 13, 2020, the Company issued 250,000 shares for services with a fair value of $30,225 based on stock price of $0.12 on date of issuance. On September 15, 2020, the Company issued 175,000 shares for services with a fair value of $24,825 based on stock price of $0.1255 on date of issuance. On September 15, 2020, the Company issued 25,000 shares for services with a fair value of $6,000 based on stock price of $0.24 on date of issuance. On September 28, 2020, the Company issued 600,000 shares for services with a fair value of $109,500 based on stock price of $0.20 on date of issuance. On September 29, 2020, the Company issued 350,000 of common stock for $35,000 cash. On September 29, 2020, the Company issued 250,000 shares for services with a fair value of $49,500 based on stock price of $0.20 on date of issuance. On September 30, 2020, the Company issued 100,000 of common stock for $10,000 cash. During the three months ended September 30, 2020 the Company entered into various service agreement to provide 1,950,000 shares of common stock with a fair value of $381,920 based on stock prices between $0.20 and $0.24 in connection with consulting services. These shares were issued on October 1, 2020 and were recognized as stock payable as of September 30, 2020. Additionally, the Company issued 840,000 shares valued at $226,396 for services that were recorded as stock payable in previous quarters and issued during the three months ended September 30, 2020. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
Subsequent Events | NOTE 11 - SUBSEQUENT EVENTS During the three months ended September 30, 2020 the Company entered into various service agreement to provide 1,950,000 shares of common stock with a fair value of $381,920 based on stock prices between $0.20 and $0.24 in connection with consulting services. These shares were issued on October 1, 2020 and were recognized as stock payable as of September 30, 2020. On October 1, 2020 the Company sold 500,000 shares of common stock and 500,000 warrants for cash proceeds of $50,000. On October 22, 2020 the Company sold 500,000 shares of common stock and 500,000 warrants for cash proceeds of $50,000. On October 22, 2020, the Company issued 1,210,000 shares for services with a fair value of $290,400 based on stock price on date of issuance. On October 26, 2020, the Board of Directors (the Board), authorized the Company to amend the Articles of Incorporation of the Corporation to increase the authorized capital stock of the Corporation to 1,010,000,000 shares, of which 1,000,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. Additionally, the Board authorized the execution of a reverse split of the issued and outstanding shares of the CorporationÂ’s common stock at a ratio of up to one post-split share per twenty-five pre-split shares (1:25) at a time and exact ratio amount the Board of Directors deems appropriate. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the consolidated financial statements for the three and nine months ended September 30, 2020 should be read in conjunction with the consolidated financial statements and accompanying notes included in the CompanyÂ’s Form 10-K/A for the CompanyÂ’s fiscal year ended December 31, 2019, as filed with the SEC on April 24, 2020. The consolidated balance sheet as of December 31, 2019, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the year ending December 31, 2020. 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 and Bollente International, Inc. All significant inter-company transactions and balances have been eliminated. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies: Reclassifications Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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) | 9 Months Ended |
Sep. 30, 2020 | |
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) | 9 Months Ended |
Sep. 30, 2020 | |
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: Stock-based Compensation Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Policies | |
Stock-based Compensation Policy | Stock-based compensation The Company follows Accounting Standards Codification (ASC) 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies: Earnings Per Share Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive. Potential equivalent shares of common stock as of September 30, 2020 that have been excluded from the computation of diluted net loss per share amounted to 23,699,049 shares of common stock, which included 10,826,882 shares of common stock underlying outstanding warrants and 12,872,167 shares of common stock underlying outstanding convertible notes payable. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies: Inventory Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Policies | |
Inventory Policy | Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Policies | |
Revenue Recognition Policy | Revenue recognition We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) 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 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_10
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 Level 2 Level 3 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 September 30, 2020 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 September 30, 2020 and December 31, 2019. Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of September 30, 2020 and December 31, 2019: September 30, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 278,999 $ 278,999 December 31, 2019 Liabilities Derivative Financial Instruments $ - $ - $ 613,716 $ 613,716 As of September 30, 2020, the Company’s stock price was $0.20, risk-free discount rate of 0.11% and volatility of 312.34% 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: The following tables 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 for the three months ended September 30, 2020: Amount Balance March 31, 2020 $ 549,920 Derivative reclassed to additional paid in capital (188,276) Change in fair market value of derivative liabilities (82,645) Balance September 30, 2020 $ 278,999 The following tables 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 for the six months ended September 30, 2020: Amount Balance December 31, 2019 $ 613,716 Debt discount originated from derivative liabilities 124,037 Financing cost recorded 88,761 Derivative reclassed to additional paid in capital (526,452) Change in fair market value of derivative liabilities (21,063) 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 tables 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 for the year ended December 31, 2019: 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_11
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy: Fair Value Measurements, Recurring basis (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Fair Value Measurements, Recurring basis | September 30, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 278,999 $ 278,999 December 31, 2019 Liabilities Derivative Financial Instruments $ - $ - $ 613,716 $ 613,716 |
Inventory Disclosure_ Schedule
Inventory Disclosure: Schedule of Inventory, Current (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Inventory, Current | September 30, 2020 December 31, 2019 Finished goods 37,598 106,958 Total $ 37,598 $ 106,958 |
Notes Payable Disclosure_ Sched
Notes Payable Disclosure: Schedule of Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Notes Payable | September 30, 2020 December 31, 2019 Note payable, secured, 12% interest, due July 2020 $ - $ 150,000 Note payable, secured, 12% interest, due July 2020 - 100,000 Note payable, secured, 12% interest, due January 2020 - 50,000 Note payable, secured, 12% interest, due July 2020 - 100,000 Note payable, secured, 12% interest, due June 1, 2022 249,027 - Note payable, secured, 12% interest, due June 1, 2021 300,000 - Note payable, secured, 12% interest, due October 2019 - 5,750 Note payable, secured, 12% interest, due March 2020 - 12,000 Note payable, secured, 10% interest, due June 2021 345,000 - Notes payable, secured, 12% interest, due August 2021 278,000 - Total Notes Payable $ 1,172,027 $ 417,750 Less unamortized debt discounts (420,333) (5,943) Total Notes Payable 751,694 411,807 Less current portion (502,667) (411,807) Total Notes Payable - long term $ 249,027 $ - |
Notes Payable Disclosure_ Sch_2
Notes Payable Disclosure: Schedule of Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable | September 30, 2020 December 31, 2019 Convertible note payable, secured, 12% interest, due August 31, 2019, in default 50,000 50,000 Convertible note payable, secured, 12% interest, due 120 days after delivery of payment notice from lender or November 1, 2019 - 900,000 Convertible note payable, secured, 12% interest, due February 1, 2021 100,000 100,000 Convertible note payable, secured, 12% interest, due May 2, 2020 50,000 50,000 Convertible note payable, secured, 12% interest, due May 22, 2020, in default 5,000 5,000 Convertible note payable, secured, 12% interest, due Feb 15, 2021 75,000 75,000 Convertible notes payable, secured, 4% interest, due October 14, 2020 75,000 75,000 Convertible note payable, secured, 12% interest, due January 11, 2020 - 160,000 Convertible note payable, secured, 10% interest, due February 8, 2020, in default 50,000 50,000 Convertible note payable ,12% interest, due May 2020 - 337,000 Convertible note payable ,12% interest, due May 2020, in default 108,500 168,500 Convertible note payable, secured, 10% interest, due February 8, 2020 50,000 50,000 Convertible note payable, secured, 12% interest 14,900 31,500 Convertible note payable, secured, 10% interest, due October 2021 29,000 23,000 Convertible note payable, secured, 10% interest, due April 2022 26,000 - Convertible note payable, secured, 10% interest, due May 2021 350,000 - Convertible note payable, secured, 10% interest, due October 18, 2021 26,083 - Convertible notes payable, secured, 10% interest, due May through June 2022 230,000 - Total notes payable 1,239,483 - Less unamortized discounts (371,960) (474,692) Total convertible notes payable, net $ 876,523 $ 1,596,410 Less current portion (783,093) (1,583,066) Convertible notes payable, net - Long-term $ 84,430 $ 17,242 |
Notes Payable Disclosure_ Fair
Notes Payable Disclosure: Fair Value Measurement Inputs and Valuation Techniques (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Fair Value Measurement Inputs and Valuation Techniques | Risk free interest rate 0.15% - 1.57% Expected term (years) 0.132 - 0.50 Expected volatility 188% - 263.5 Expected dividends 0% |
Commitments and Contingencies_
Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Future Minimum Rental Payments for Operating Leases | Amounts due as of September 30, 2020 Operating Leases 2020 $ 5,040 2021 20,765 2022 21,370 Total minimum lease payments $ 47,175 Less: effect of discounting (6,139) Present value of future minimum lease payments $ 41,036 Less: current obligations under leases (16,480) Long-term lease obligations $ 24,556 |
Stock Warrants Disclosure_ Sche
Stock Warrants Disclosure: Schedule of Warrants Activity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Warrants Activity | Number of Shares Weighted Average Exercise Price Balance, December 31, 2019 2,478,124 $1.00 Warrants granted and assumed 8,348,758 $0.12 Warrants expired - - Warrants canceled (1,666,000) $1.00 Warrants exercised - - Balance outstanding and exercisable, September 30, 2020 10,862,882 $0.32 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, September 30, 2019 2,478,124 $1.00 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies: Earnings Per Share Policy (Details) | 9 Months Ended |
Sep. 30, 2020shares | |
Common stock excluded from dilution computation | 23,699,049 |
Warrant | |
Common stock excluded from dilution computation | 10,826,882 |
Convertible Debt Securities | |
Common stock excluded from dilution computation | 12,872,167 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy: Fair Value Measurements, Recurring basis (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Details | ||
Fair value of derivative liabilities | $ 278,999 | $ 613,716 |
Going Concern Disclosure (Detai
Going Concern Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Details | |||||
Cash on hand | $ 26,685 | $ 26,685 | $ 4,342 | ||
Accumulated deficit | 40,757,452 | 40,757,452 | $ 32,425,982 | ||
Net income (loss) | $ (1,224,810) | $ (785,630) | (8,331,470) | $ (3,168,453) | |
Cash used in operations | $ (1,390,802) | $ (1,850,840) |
Inventory Disclosure_ Schedul_2
Inventory Disclosure: Schedule of Inventory, Current (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory | $ 37,598 | $ 106,958 |
Finished goods | ||
Inventory | $ 37,598 | $ 106,958 |
Accounts Receivable, Net, Dis_2
Accounts Receivable, Net, Disclosure (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Details | ||
Accounts receivable, gross | $ 546,103 | $ 377,222 |
Allowance for doubtful accounts receivable | 106,841 | 106,958 |
Accounts receivable, net | $ 439,262 | $ 270,381 |
Prepaid Consulting Expenses, _2
Prepaid Consulting Expenses, Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Prepaid consulting expense | $ 1,898,203 | $ 1,898,203 | $ 481,335 | ||
Value of stock issued for services | $ 5,701,354 | $ 724,825 | |||
Prepaid consulting expenses, various agreements | |||||
Stock issued for services | 407,200 | ||||
Value of stock issued for services | $ 2,318,888 | ||||
Amortization of the prepaid stock compensation | $ 373,040 | $ 73,818 | $ 902,020 | $ 335,795 |
Related Party Disclosure (Detai
Related Party Disclosure (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Notes payable, related | $ 69,350 | $ 69,150 | |
Stock and warrants issued for debt, value | 3,457,927 | $ 528,467 | |
Interest expense associated with the related party notes | $ 41,882 | $ 6,139 | |
Issued February 5, 2020, for settlement of debt | |||
Stock issued for debt, shares | 4,000,000 | ||
Stock and warrants issued for debt, value | $ 1,240,000 | ||
Amount of debt settled | 400,000 | ||
Lease agreement with Templar Asset Group, LLC | |||
Monthly lease payments due | 4,200 | ||
Notes payable due to officers and directors | |||
Notes payable, related | $ 69,350 | $ 69,150 |
Notes Payable Disclosure_ Sch_3
Notes Payable Disclosure: Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Discounts on notes payable | $ (420,333) | $ (5,943) |
Total Notes Payable | 751,694 | 411,807 |
Total Notes Payable - long term | 249,027 | 0 |
Note payable, secured, 12% interest, due July 2020 | ||
Notes payable | 0 | 150,000 |
Note payable, secured, 12% interest, due July 2020(2) | ||
Notes payable | 0 | 100,000 |
Note payable, secured, 12% interest, due Jan 2020 | ||
Notes payable | 0 | 50,000 |
Note payable, secured, 12% interest, due Jul 2020(3) | ||
Notes payable | 0 | 100,000 |
Note payable, secured, 12% interest, due June 1, 2021 | ||
Notes payable | 249,027 | 0 |
Note payable, secured, 12% interest, due June 1, 2021(2) | ||
Notes payable | 300,000 | 0 |
Note payable, secured, 12% interest, due Oct 2019 | ||
Notes payable | 0 | 5,750 |
Note payable, secured, 12% interest, due March 2020 | ||
Notes payable | 0 | 12,000 |
Notes payable, secured, 10% interest, due June 2021 | ||
Notes payable | 345,000 | 0 |
Notes payable, secured, 12% interest, due August 2021 | ||
Notes payable | $ 278,000 | $ 0 |
Notes Payable Disclosure (Detai
Notes Payable Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Gain (loss) on extinguishment of notes | $ 9,850 | $ 0 | $ 2,018,215 | $ 0 |
Proceeds from notes payable | 572,700 | 137,000 | ||
Stock and warrants issued for debt, value | 3,457,927 | 528,467 | ||
Repayments of notes payable | 40,723 | 0 | ||
Proceeds from payroll protection program loan payable | 107,485 | 0 | ||
Proceeds from convertible notes payable | 837,583 | 273,717 | ||
Convertible note issued May 2017 | ||||
Debt discount amortized | 419 | 504 | 669 | 751 |
Convertible note issued May 2017(2) | ||||
Debt discount amortized | 209 | 252 | 334 | 376 |
Convertible note issued May 2017(3) | ||||
Debt discount amortized | 19 | 26 | 32 | 38 |
Convertible note issued Feb 15, 2018 | ||||
Gain (loss) on extinguishment of notes | 8,995 | |||
Convertible note entered into Sept 17, 2018 | ||||
Debt discount amortized | 10,757 | 4,204 | 16,090 | |
Convertible note issued Dec 14, 2018 | ||||
Debt discount amortized | 5,000 | |||
Convertible note issued Jan 25, 2019 | ||||
Debt discount amortized | 12,398 | 6,250 | 27,971 | |
Proceeds from convertible notes payable | 100,000 | |||
Convertible note issued Feb 8, 2019 | ||||
Debt discount amortized | 14,877 | 3,205 | 22,438 | |
Proceeds from convertible notes payable | 50,000 | |||
Convertible note issued Feb 19, 2019 | ||||
Debt discount amortized | $ 2,500 | |||
Proceeds from convertible notes payable | 25,000 | |||
Convertible note issued Oct 18, 2019 | ||||
Gain (loss) on extinguishment of notes | 102,905 | |||
Proceeds from convertible notes payable | 6,000 | |||
Convertible note issued Nov 5, 2019 | ||||
Debt discount amortized | 45,000 | 457,735 | ||
Convertible note issued Nov 19, 2019 | ||||
Debt discount amortized | 129,401 | |||
Convertible note issued Jan 8, 2020 | ||||
Debt discount amortized | 3,282 | 9,291 | ||
Proceeds from convertible notes payable | 26,083 | |||
Convertible note issued May 5, 2020 | ||||
Debt discount amortized | 63,301 | 103,693 | ||
Proceeds from convertible notes payable | 350,000 | |||
Convertible note issued April 30, 2020 | ||||
Debt discount amortized | 2,613 | 4,147 | ||
Proceeds from convertible notes payable | 100,000 | |||
Convertible notes issued to various accredited investors | ||||
Debt discount amortized | $ 20,026 | 36,242 | ||
Proceeds from convertible notes payable | 230,000 | |||
Interest expense - convertible debt | ||||
Interest expense including amortization of the associated debt discount | $ 385,430 | $ 246,703 | ||
Consideration for the consolidation of three notes payable to one - Jan 1, 2020 | ||||
Stock issued for debt, shares | 175,000 | |||
Gain (loss) on extinguishment of notes | $ 68,250 | |||
Convertible promissory notes and warrants, issued in 2018 | ||||
Debt discount amortized | $ 165,516 | |||
Notes payable entered into Jan 30, 2019 | ||||
Stock issued for debt, shares | 100,000 | |||
Proceeds from notes payable | $ 100,000 | |||
Stock and warrants issued for debt, value | $ 45,000 | |||
Extension of Jan 30, 2019 Note | ||||
Stock issued for debt, shares | 55,000 | |||
Stock and warrants issued for debt, value | $ 23,100 | |||
Consideration for the consolidation of two notes payable to one - Jan 1, 2020 | ||||
Stock issued for debt, shares | 175,000 | |||
Stock and warrants issued for debt, value | $ 68,250 | |||
Note payable entered into March 1, 2019 | ||||
Repayments of notes payable | 12,000 | |||
Note payable entered into March 4, 2020 | ||||
Proceeds from notes payable | 12,000 | |||
Interest expense, notes payable | ||||
Interest expense including amortization of the associated debt discount | 206,564 | 65,112 | ||
Interest expense, payroll protection loan | ||||
Interest expense including amortization of the associated debt discount | $ 439 | $ 0 |
Notes Payable Disclosure_ Sch_4
Notes Payable Disclosure: Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Discounts on convertible notes payable | $ (371,960) | $ (474,692) |
Convertible notes payable, net of debt discount | (783,093) | (1,583,066) |
Convertible notes payable - long term, net of debt discount | 84,430 | 17,242 |
Convertible note payable due Aug 2019 | ||
Convertible debt | 50,000 | 50,000 |
Convertible promissory note, 12% interest, due Nov 2019 | ||
Convertible debt | 0 | 900,000 |
Convertible note payable due Feb 2021 | ||
Convertible debt | 100,000 | 100,000 |
Convertible note payable due May 2020 | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable due May 2020(2) | ||
Convertible debt | 5,000 | 5,000 |
Convertible note payable due Feb 2021(2) | ||
Convertible debt | 75,000 | 75,000 |
Convertible note payable due Oct 2020 | ||
Convertible debt | 75,000 | 75,000 |
Convertible note payable due Jan 2020 | ||
Convertible debt | 0 | 160,000 |
Convertible note payable due Feb 2020 | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable due May 2020(3) | ||
Convertible debt | 0 | 337,000 |
Convertible note payable due May 2020(4) | ||
Convertible debt | 108,500 | 168,500 |
Convertible note payable due Feb 2020(2) | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable due Unknown | ||
Convertible debt | 14,900 | 31,500 |
Convertible note payable due Oct 2021 | ||
Convertible debt | 29,000 | 23,000 |
Convertible note payable due April 2022 | ||
Convertible debt | 26,000 | 0 |
Convertible note payable due May 2021 | ||
Convertible debt | 350,000 | 0 |
Convertible note payable due Oct 2021(2) | ||
Convertible debt | 26,083 | 0 |
Convertible note payable due June 2022 | ||
Convertible debt | $ 230,000 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Right to use asset | $ 38,051 | $ 50,234 |
Office lease agreement | ||
Right to use asset | $ 38,051 | $ 41,036 |
Commitments and Contingencies_2
Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Sep. 30, 2020USD ($) |
Details | |
Total minimum lease payments due | $ 47,175 |
Present value of future minimum lease payments | 41,036 |
Current obligations under leases | 16,480 |
Long-term lease obligations | $ 24,556 |
Stock Warrants Disclosure (Deta
Stock Warrants Disclosure (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Warrants granted and assumed | 8,348,758 | 82,500 |
Granted January 8, 2020 | ||
Warrants granted and assumed | 208,664 | |
Warrants exercise price per share | $ 0.125 | |
Warrants granted, valued at | $ 19,277 | |
Granted January 8, 2020(2) | ||
Warrants granted and assumed | 232,000 | |
Warrants exercise price per share | $ 0.125 | |
Warrants granted, valued at | $ 82,131 | |
Granted February 5, 2020 | ||
Warrants granted and assumed | 1,965,094 | |
Warrants exercise price per share | $ 0.50 | |
Warrants granted, valued at | $ 566,269 | |
Granted April 29, 2020 | ||
Warrants granted and assumed | 140,000 | |
Warrants exercise price per share | $ 0.125 | |
Warrants granted, valued at | $ 21,836 | |
Granted May 7, 2020 | ||
Warrants granted and assumed | 162,000 | |
Warrants exercise price per share | $ 0.125 | |
Warrants granted, valued at | $ 10,339 | |
Granted May 29, 2020 | ||
Warrants granted and assumed | 1,240,000 | |
Warrants exercise price per share | $ 0.125 | |
Warrants granted, valued at | $ 96,304 | |
Granted June 26, 2020 | ||
Warrants granted and assumed | 600,000 | |
Warrants exercise price per share | $ 0.125 | |
Warrants granted, valued at | $ 40,990 |
Stock Warrants Disclosure_ Sc_2
Stock Warrants Disclosure: Schedule of Warrants Activity (Details) - shares | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||||
Warrants outstanding | 10,862,882 | 2,478,124 | 2,478,124 | 2,395,624 |
Warrants granted and assumed | 8,348,758 | 82,500 | ||
Warrants canceled | (1,666,000) |
Stockholders' Equity Disclosu_2
Stockholders' Equity Disclosure (Details) - USD ($) | 2 Months Ended | 9 Months Ended | |||
Nov. 19, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Oct. 26, 2020 | Dec. 31, 2019 | |
Preferred stock authorized | 10,000,000 | 10,000,000 | |||
Par value of preferred stock | $ 0.001 | ||||
Common stock authorized | 100,000,000 | 1,000,000,000 | 100,000,000 | ||
Par value of common stock | $ 0.001 | $ 0.001 | |||
Reverse split of the issued and outstanding shares | Corporation’s common stock at a ratio of up to one post-split share per twenty-five pre-split shares (1:25) | ||||
Number of Series A Preferred Shares converted | 76,000 | ||||
Stock issued for cash, value | $ 574,500 | $ 1,444,750 | |||
Value of stock issued for services | 5,701,354 | 724,825 | |||
Stock and warrants issued for debt, value | $ 3,457,927 | $ 528,467 | |||
Series A | |||||
Preferred stock authorized | 76,000 | ||||
Preferred Stock conversion terms | Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder, 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 automatically converts into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock | ||||
Into Common Shares | |||||
Number of shares converted into | 205,000 | ||||
Into Warrants | |||||
Number of shares converted into | 175,000 | ||||
Issued January 3, 2020 | |||||
Stock issued for cash | 200,000 | ||||
Stock issued for cash, value | $ 50,000 | ||||
Stock issued for services | 100,000 | ||||
Value of stock issued for services | $ 39,000 | ||||
Issued January 30, 2020 | |||||
Stock issued for services | 15,000 | ||||
Value of stock issued for services | $ 6,390 | ||||
Issued February 5, 2020, for settlement of debt | |||||
Stock issued for debt, shares | 4,000,000 | ||||
Stock and warrants issued for debt, value | $ 1,240,000 | ||||
Issued February 5, 2020 | |||||
Stock issued for services | 3,600,000 | ||||
Value of stock issued for services | $ 1,116,000 | ||||
IMarch 9 2020, per cancelled consulting agreement | |||||
Rescission and retirement of shares, shares | 500,000 | ||||
Issued March 10, 2020 | |||||
Stock issued for services | 300,000 | ||||
Value of stock issued for services | $ 75,000 | ||||
Issued March 11, 2020 | |||||
Stock issued for cash | 500,000 | ||||
Stock issued for cash, value | $ 100,000 | ||||
Series B | |||||
Preferred stock authorized | 10,000 | ||||
Preferred Stock conversion terms | The new Series B 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 Company’s common stock. | ||||
Series B - to CEO | |||||
Preferred stock shares issued | 5,000 | ||||
Series B - to CFO | |||||
Preferred stock shares issued | 5,000 | ||||
Issued May 1, 2020 | |||||
Stock issued for debt, shares | 1,500,000 | ||||
Stock and warrants issued for debt, value | $ 207,000 | ||||
Issued June 5, 2020 | |||||
Stock issued for debt, shares | 1,468,085 | ||||
Stock and warrants issued for debt, value | $ 308,298 | ||||
Received and canceled, June 10, 2020 | |||||
Rescission and retirement of shares, shares | 674,000 | ||||
Issued June 12, 2020 | |||||
Stock issued for cash | 1,300,000 | ||||
Stock issued for cash, value | $ 175,000 | ||||
Stock issued for services | 25,000 | ||||
Value of stock issued for services | $ 5,500 | ||||
Issued July 9, 2020 | |||||
Stock issued for cash | 420,000 | ||||
Stock issued for cash, value | $ 42,000 | ||||
Issued July 30, 2020 | |||||
Stock issued for services | 15,000 | ||||
Value of stock issued for services | $ 2,805 | ||||
Issued August 1, 2020 | |||||
Stock issued for services | 80,000 | ||||
Value of stock issued for services | $ 15,760 | ||||
Stock issued for debt, shares | 50,000 | ||||
Stock and warrants issued for debt, value | $ 9,850 | ||||
Issued August 3, 2020 | |||||
Stock issued for cash | 750,000 | ||||
Stock issued for cash, value | $ 75,000 | ||||
Stock issued for services | 320,000 | ||||
Value of stock issued for services | $ 130,476 | ||||
Issued August 10, 2020 | |||||
Stock issued for cash | 500,000 | ||||
Stock issued for cash, value | $ 50,000 | ||||
Stock issued for services | 750,000 | ||||
Value of stock issued for services | $ 263,500 | ||||
Issued August 20, 2020 | |||||
Stock issued for debt, shares | 1,002,919 | ||||
Stock and warrants issued for debt, value | $ 183,334 | ||||
Issued August 30, 2020 | |||||
Stock issued for services | 250,000 | ||||
Value of stock issued for services | $ 30,000 | ||||
Issued August 23, 2020 | |||||
Stock issued for services | 500,000 | ||||
Value of stock issued for services | $ 75,100 | ||||
Issued August 25, 2020 | |||||
Stock issued for services | 500,000 | ||||
Value of stock issued for services | $ 75,000 | ||||
Issued August 31, 2020 | |||||
Stock issued for services | 150,000 | ||||
Value of stock issued for services | $ 18,000 | ||||
Issued September 1, 2020 | |||||
Stock issued for services | 500,000 | ||||
Value of stock issued for services | $ 60,000 | ||||
Issued September 4, 2020 | |||||
Stock issued for services | 300,000 | ||||
Value of stock issued for services | $ 30,000 | ||||
Issued September 8, 2020 | |||||
Stock issued for cash | 875,000 | ||||
Stock issued for cash, value | $ 87,500 | ||||
Issued September 13, 2020 | |||||
Stock issued for services | 250,000 | ||||
Value of stock issued for services | $ 30,225 | ||||
Issued September 15, 2020 | |||||
Stock issued for services | 175,000 | ||||
Value of stock issued for services | $ 24,825 | ||||
Issued September 15, 2020(2) | |||||
Stock issued for services | 25,000 | ||||
Value of stock issued for services | $ 6,000 | ||||
Issued September 28, 2020 | |||||
Stock issued for services | 600,000 | ||||
Value of stock issued for services | $ 109,500 | ||||
Issued September 29, 2020 | |||||
Stock issued for cash | 350,000 | ||||
Stock issued for cash, value | $ 35,000 | ||||
Stock issued for services | 250,000 | ||||
Value of stock issued for services | $ 49,500 | ||||
Issued September 30, 2020 | |||||
Stock issued for cash | 100,000 | ||||
Stock issued for cash, value | $ 10,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 2 Months Ended | 9 Months Ended | |||
Nov. 19, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Oct. 26, 2020 | Dec. 31, 2019 | |
Value of stock issued for services | $ 5,701,354 | $ 724,825 | |||
Stock issued for cash, value | $ 574,500 | $ 1,444,750 | |||
Common stock authorized | 100,000,000 | 1,000,000,000 | 100,000,000 | ||
Reverse split of the issued and outstanding shares | Corporation’s common stock at a ratio of up to one post-split share per twenty-five pre-split shares (1:25) | ||||
Issued October 1, 2020 - various service agreements from Q3 | |||||
Stock issued for services | 1,950,000 | ||||
Value of stock issued for services | $ 381,920 | ||||
Issued October 1, 2020 - stocks and warrants for cash | |||||
Stock issued for cash | 500,000 | ||||
Stock issued for cash, value | $ 50,000 | ||||
Issued October 22, 2020 - stocks and warrants for cash | |||||
Stock issued for cash | 500,000 | ||||
Stock issued for cash, value | $ 50,000 | ||||
Issued October 22, 2020 - services | |||||
Stock issued for services | 1,210,000 | ||||
Value of stock issued for services | $ 290,400 |
Uncategorized Items - tkls-2020
Label | Element | Value |
Rescission and retirement of shares | us-gaap_StockRepurchasedAndRetiredDuringPeriodValue | $ (300,240) |
Subscriptions Payable | ||
Rescission and retirement of shares | us-gaap_StockRepurchasedAndRetiredDuringPeriodValue | 0 |
Retained Earnings | ||
Rescission and retirement of shares | us-gaap_StockRepurchasedAndRetiredDuringPeriodValue | 0 |
Additional Paid-in Capital | ||
Rescission and retirement of shares | us-gaap_StockRepurchasedAndRetiredDuringPeriodValue | (299,066) |
Preferred Stock | ||
Rescission and retirement of shares | us-gaap_StockRepurchasedAndRetiredDuringPeriodValue | 0 |
Common Stock | ||
Rescission and retirement of shares | us-gaap_StockRepurchasedAndRetiredDuringPeriodValue | $ (1,174) |
Rescission and retirement of shares, shares | us-gaap_StockRepurchasedAndRetiredDuringPeriodShares | 1,174,000 |