Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jul. 21, 2021 | |
Details | ||
Registrant CIK | 0001429393 | |
Fiscal Year End | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 000-54219 | |
Entity Registrant Name | TRUTANKLESS, INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 26-2137574 | |
Entity Address, Address Line One | 7025 E. Greenway Parkway, Suite 200 | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85254 | |
City Area Code | 480 | |
Local Phone Number | 275-7572 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 89,858,337 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 46,174 | $ 151,628 |
Accounts receivable, net | 86,410 | 109,966 |
Inventory | 439,663 | 24,654 |
Prepaid consulting expenses | 595,877 | 585,460 |
Total current assets | 1,168,124 | 871,708 |
Other Assets | ||
Prepaid consulting expenses - long term | 1,112,336 | 877,515 |
Right to use asset | 29,929 | 33,990 |
Other assets | 33,709 | 13,722 |
Total other assets | 1,175,974 | 925,227 |
Total assets | 2,344,098 | 1,796,935 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,254,872 | 1,144,989 |
Lease liability | 27,730 | 16,424 |
Accrued interest payable - related party | 223,536 | 206,933 |
Derivative liability, current | 0 | 302,249 |
Payroll protection program loan payable | 107,485 | 107,485 |
Notes payable, related | 69,350 | 69,350 |
Notes payable, net of debt discount | 687,263 | 480,801 |
Convertible notes payable, net of debt discount | 1,233,916 | 970,839 |
Total current liabilities | 3,604,152 | 3,299,070 |
Lease liability - long-term | 5,342 | 20,765 |
Notes payable - long term, net of debt discount | 214,824 | 249,247 |
Convertible notes payable - long term, net of debt discount | 84,430 | 91,335 |
Notes payable - related party | 300,000 | 500,000 |
Total long-term liabilities | 604,596 | 861,347 |
Total liabilities | 4,208,748 | 4,160,417 |
Stockholders' deficit | ||
Preferred stock value | 0 | 0 |
Preferred stock value, Series B | 10 | 10 |
Common stock value | 83,324 | 73,805 |
Additional paid in capital | 42,073,439 | 39,897,400 |
Stock payable | 1,248,594 | 658,374 |
Accumulated deficit | (45,270,017) | (42,993,071) |
Total stockholders' deficit | (1,864,650) | (2,363,482) |
Total liabilities and stockholders' deficit | $ 2,344,098 | $ 1,796,935 |
CONSOLIDATED BALANCE SHEETS - P
CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Details | ||
Preferred Stock, No Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 9,990,000 | 9,990,000 |
Preferred Stock, Shares Outstanding | 0 | 76,000 |
Preferred stock Par Value, Series B | $ 0.001 | |
Preferred stock Authorized, Series B | 10,000 | |
Preferred stock Outstanding, Series B | 10,000 | 10,000 |
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 | 83,324,147 | 73,304,966 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Details | ||
Revenue | $ 172,838 | $ 539,561 |
Cost of goods sold | (135,092) | (246,532) |
Gross profit | 37,746 | 293,029 |
Operating expenses | ||
General and administrative | 356,609 | 378,732 |
Research and development | 140,490 | 64,078 |
Professional fees | 1,265,374 | 330,950 |
Total operating expenses | 1,762,473 | 773,760 |
Loss from operations | (1,724,727) | (480,731) |
Other income (expenses) | ||
Interest expense | (442,017) | (554,820) |
Gain (loss) on change of derivative liability | 149,798 | (501,314) |
Gain (loss) on extinguishment of notes | (260,000) | (1,965,284) |
Total income (expenses) | (552,219) | (3,021,418) |
Net loss before tax provision | (2,276,946) | (3,502,149) |
Tax provision | 0 | 0 |
Net income (loss) | $ (2,276,946) | $ (3,502,149) |
Net loss per common share - basic and diluted | $ (0.03) | $ (0.07) |
Weighted average number of common shares outstanding - basic and diluted | 78,753,827 | 51,072,014 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Subscriptions Payable | Retained Earnings | Total |
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 | $ 200 | 49,800 | 125,000 | 0 | 175,000 |
Stock Issued During Period, Shares, New Issues | 200,000 | |||||
Stock Issued During Period, Value, Issued for Services | 0 | $ 4,015 | 1,232,375 | 63,610 | 0 | 1,300,000 |
Stock Issued During Period, Shares, Issued for Services | 4,015,000 | |||||
Stock issued for settlement of debt, value | 0 | $ 4,362 | 2,239,737 | 0 | 0 | 2,244,099 |
Net income (loss) | 0 | 0 | 0 | 0 | (3,502,149) | (3,502,149) |
Equity Balance at Mar. 31, 2020 | 0 | $ 54,288 | 32,489,101 | 613,350 | (35,928,131) | (2,771,392) |
Equity Balance, Shares at Mar. 31, 2020 | 54,287,962 | |||||
Rescission and retirement of shares | 0 | $ (500) | (124,500) | 0 | 0 | (125,000) |
Rescission and retirement of shares, shares | 500,000 | |||||
Stock issued for debt discounts and extensions, value | 0 | $ 579 | 163,769 | 0 | 0 | 164,348 |
Stock issued for debt discounts and extensions, shares | 578,659 | |||||
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 | ||||
Stock issued for settlement of debt, shares | 4,362,000 | |||||
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 | ||||
Equity Balance at Dec. 31, 2020 | $ 10 | $ 73,805 | 39,897,400 | 658,374 | (42,993,071) | (2,363,482) |
Equity Balance, Shares at Dec. 31, 2020 | 10,000 | 73,804,966 | ||||
Stock Issued During Period, Value, New Issues | $ 0 | $ 1,750 | 173,250 | 205,000 | 0 | 380,000 |
Stock Issued During Period, Shares, New Issues | 1,750,000 | |||||
Stock Issued During Period, Value, Issued for Services | 0 | $ 6,170 | 1,468,897 | 0 | 1,475,067 | |
Stock Issued During Period, Shares, Issued for Services | 6,170,000 | |||||
Stock and warrants issued for debt discount, value | 0 | $ 1,599 | 381,441 | (74,780) | 0 | 308,260 |
Stocks and warrants issued for debt discounts, shares | 1,599,181 | |||||
Stock issued for settlement of debt, value | 0 | $ 0 | 0 | 460,000 | 0 | 460,000 |
Settlement of derivative liability | 0 | 0 | 152,451 | 0 | 0 | 152,451 |
Net income (loss) | 0 | 0 | 0 | 0 | (2,276,946) | (2,276,946) |
Equity Balance at Mar. 31, 2021 | $ 10 | $ 83,324 | $ 42,073,439 | $ 1,248,594 | $ (45,270,017) | (1,864,650) |
Equity Balance, Shares at Mar. 31, 2021 | 10,000 | 83,324,147 | ||||
Stock issued for debt discounts and extensions, value | $ 440,000 | |||||
Stock issued for debt discounts and extensions, shares | 2,200,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ (2,276,946) | $ (3,502,149) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Shares issued for services rendered | 1,475,067 | 1,300,000 | |
Gain on change of derivative liability | (149,798) | 501,314 | |
Gain (loss) on extinguishment of notes | 260,000 | 1,965,284 | |
Rescission and retirement of shares for services | 0 | (97,380) | |
Depreciation and amortization | 2,766 | 142 | |
Non cash operating lease expense | (56) | 4,061 | |
Amortization of debt discount | 332,428 | 469,009 | |
Changes in assets and liabilities | |||
Accounts receivable | 23,556 | (40,561) | |
Inventory | (415,009) | 70,272 | |
Prepaid expenses | (245,238) | (957,026) | |
Accounts payable | 109,883 | (197,547) | |
Increase (decrease) in Lease liability | 0 | (3,518) | |
Interest payable - related party | 16,603 | 142,029 | |
Net cash used in operating activities | (866,744) | (346,070) | |
Cash Flows from Investing Activities: | |||
Purchase of fixed assets | (22,753) | 0 | |
Net cash used in investing activities | (22,753) | 0 | |
Cash Flows from Financing Activities: | |||
Proceeds from convertible notes payable | $ 150,000 | 380,750 | 12,000 |
Repayments of convertible notes payable | (12,160) | (12,000) | |
Proceeds from notes payable | 226,250 | 231,783 | |
Repayments from notes payable | (190,797) | (18,550) | |
Proceeds from sale of common stock, net of offering costs | 380,000 | 175,000 | |
Net cash provided by financing activities | 784,043 | 388,233 | |
Net increase in cash | (105,454) | 42,163 | |
Cash, beginning of period | $ 46,174 | 151,628 | 4,342 |
Cash, end of period | 46,174 | 46,505 | |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 17,200 | 198,270 | |
Cash paid for taxes | 0 | 0 | |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Settlement of notes payable and accrued interest for stock payable | 200,000 | 400,000 | |
Derivative Liability written off to APIC | 152,451 | 0 | |
Shares stock issued for debt discount | $ 288,260 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Summary of Significant Accounting Policies | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Company was incorporated on March 7, 2008 under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. On June 4, 2018, the Company amended its articles of incorporation and changed its name to Trutankless, Inc. The Company is involved in sales, marketing, research and development of a high quality, whole-house, smart electric tankless water heater that is more energy efficient than conventional products. Management anticipates the Company’s trutankless water heater, with Wi-Fi capability and Trutankless’ proprietary apps offered in the iOS and Android store, will augment existing products in the home automation space. 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 months ended March 31, 2021 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended December 31, 2020, as filed with the SEC. The consolidated balance sheet as of December 31, 2020, 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. 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 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 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 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. 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 when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. Inventory Inventories are stated at the lower of cost (average cost) or 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”) Accounting Standards Codification (“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 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of March 31, 2021 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 March 31, 2021 and December 31, 2020. Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of March 31, 2021: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ - $ - Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of December 31, 2020: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 302,249 $ 302,249 As of December 31, 2020, the Company’s stock price was $0.35, risk-free discount rate of 1.60% and volatility of 182%. The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Amount Balance December 31, 2020 $ 302,249 Change in fair market value of derivative liabilities (149,798) Settlement of derivative liability (152,451) Balance March 31, 2021 $ - |
Going Concern Disclosure
Going Concern Disclosure | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021, the Company had $46,174 cash on hand. At March 31, 2021 the Company has an accumulated deficit of $45,270,017. For the quarter ended March 31, 2021, the Company had a net loss of $2,276,946, and cash used in operations of $866,744. 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. |
Inventory Disclosure
Inventory Disclosure | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Inventory Disclosure | NOTE 3 - INVENTORY Inventories consist of the following at: March 31, 2021 December 31, 2020 Finished goods 439,663 24,654 Total $ 439,663 $ 24,654 |
Accounts Receivable, Net, Discl
Accounts Receivable, Net, Disclosure | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Accounts Receivable, Net, Disclosure | NOTE 4 - ACCOUNTS RECEIVABLE, NET Accounts receivable consist of the following at: March 31, 2021 December 31, 2020 Accounts receivable 268,601 292,156 Allowance for doubtful accounts (182,191) (182,191) Total $ 86,410 $ 109,966 |
Prepaid Consulting Expenses, Di
Prepaid Consulting Expenses, Disclosure | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Prepaid Consulting Expenses, Disclosure | NOTE 5 - PREPAID CONSULTING EXPENSES Prepaid consulting expense was $1,708,213 and $1,462,975 as of the March 31, 2021 and December 31, 2020, respectively. During the three months ended March 31, 2021, the Company issued 4,135,000 shares of stock for consulting agreements with a term ranging from 7 months to 2 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 $739,200 was the more readily determinable values. The Company recorded amortization of the prepaid stock compensation amounting to $493,962 and $306,987 for the three months ended March 31, 2021 and 2020, respectively. |
Related Party Disclosure
Related Party Disclosure | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Related Party Disclosure | NOTE 6 - RELATED PARTY As of March 31, 2021, and December 31, 2020, the Company had two notes payable due to an officer and director of the Company in the amount of $69,350 and $69,350, respectively. The notes have interest rate that range from 0%-8% and are due on demand. In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month to month basis thereafter (See Note 9). 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. On January 4, 2021, the Company entered into an agreement with the note holder to convert $200,000 of the principal balance of the note and to extend the payment date of the first interest payment of $54,993.87 to January 2, 2023. As consideration, the Company issued the noteholder 2,200,000 shares of common stock valued at $440,000. 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 $240,000 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 three months ended March 31, 2021 and 2020 was $10,114 and $10,274 respectively. |
Notes Payable Disclosure
Notes Payable Disclosure | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Notes Payable Disclosure | NOTE 7 - NOTES PAYABLE Notes payable consist of the following at: March 31, 2021 December 31, 2020 Note payable, secured, 12% interest, due July 2020 $ - $ - Note payable, secured, 12% interest, due July 2020 - - Note payable, secured, 12% interest, due January 2020 - - Note payable, secured, 12% interest, due July 2020 - - Note payable, secured, 12% interest, due June 1, 2022 214,824 249,027 Note payable, secured, 12% interest, due June 1, 2021 300,000 300,000 Note payable, secured, 12% interest, due October 2019 - - Note payable, secured, 12% interest, due March 2020 - - Note payable, secured, 10% interest, due June 2021 192,458 231,813 Notes payable, secured, 12% interest, due August 2021 140,968 258,207 Notes payable, secured, 10% interest, due June 2021 125,000 - Notes payable, secured, 10% interest, due July 2021 101,250 - Total notes Payable $ 1,074,500 $ 1,039,047 Less unamortized debt discounts (172,413) (308,999) Total Notes Payable 902,087 730,048 Less current portion (687,263) (480,801) Total Notes Payable - long term $ 214,824 $ 249,247 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 March 31, 2021, 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 $61,250 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 $61,250 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 December 31, 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 December 31, 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 December 31, 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 $61,250, 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 $61,250 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. During the three months ended March 31, 2021, the Company paid $34,203 to the noteholder, and the balance of note was $214,824 as of March 31, 2021. 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 three months ended March 31, 2021, $84,526 of the discount was amortized and the note was shown net of unamortized discount of $61,985. During the three months ended March 31, 2021, the Company paid $39,355 to the noteholder and the balance of note was $192,458 as of March 31, 2021. 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 $211,622, based on market value of the shares of $0.1828 on the date of issuance which was recognized as a debt discount. During the three months ended March 31, 2021, $52,060 of the discount was amortized and the note was shown net of unamortized discount of $110,428. During the three months ended March 31, 2021, the Company paid $117,239 to the noteholder, and the balance of note was $140,968 as of March 31, 2021. On January 8, 2021, the Company entered into a $125,000, 30% note payable due on June 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity. On March 12, 2021, the Company entered into a $101,125, 24% note payable due on July 12, 2021. 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 three months ended March 31, 2021 and 2020 was $265 and $0, respectively. Convertible notes payable, net of debt discount consist of the following: March 31, 2021 December 31, 2020 Convertible note payable, secured, 12% interest, due August 31, 2019, in default 50,000 50,000 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 - - Convertible note payable, secured, 10% interest, due February 8, 2020 - 50,000 Convertible note payable ,12% interest, due May 2020 - - Convertible note payable ,12% interest, due May 2020, in default 162,750 168,750 Convertible note payable, secured, 10% interest, due February 8, 2020 - 50,000 Convertible note payable, secured, 12% interest 52,700 44,060 Convertible note payable, secured, 10% interest, due October 2021 29,000 23,000 Convertible note payable, secured, 10% interest, due April 2022 26,000 26,000 Convertible note payable, secured, 10% interest, due May 2021 350,000 350,000 Convertible note payable, secured, 10% interest, due October 18, 2021 26,083 26,083 Convertible notes payable, secured, 10% interest, due May through November 2022 560,000 435,000 Convertible note payable, secured, 10% interest, due January 6, 2022 275,000 - Convertible note payable, secured, 12% interest, due February 8, 2022 100,000 - Convertible notes payable, secured, 4% interest, due March 3, 2021 25,000 - Total notes payable 1,961,533 1,527,893 Less unamortized discounts (643,187) (465,719) Total convertible notes payable, net $ 1,318,346 $ 1,062,174 Less current portion (1,233,916) (970,839) Convertible notes payable, net - Long-term $ 84,430 $ 91,335 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. As of March 31, 2021, 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. As of March 31, 2021, 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. As of March 31, 2021, 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. 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 December 31, 2020, the shares have not been issued and were included in stock payable. As of March 31, 2021, 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 months ended March 31, 2021 and 2020, the Company recorded amortization of the debt discount of $0 and $0, respectively. On February 14, 2019, the noteholder agreed to extend the note through October 14, 2020. As of March 31, 2021, the note was shown net of unamortized discount of $0. 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 March 31, 2021, the noteholder advanced a total of $100,460 and has made payments on the principal balance of $47,760. As of March 31, 2021, there was an outstanding balance on the note in the amount of $52,700. As of March 31, 2021, 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. As of March 31, 2021, 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 March 31, 2021, the shares have not been issued and were included in stock payable. As of March 31, 2021, 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 year ended December 31, 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. 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 $147,713. 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 months ended March 31, 2021 and 2020, the Company recorded amortization of the debt discount of $0 and $235,681, respectively. As of March 31, 2021, $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. On the date of default the Company incurred a default penalty of 50% of the balance of the note amounting to $54,250. 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 with a floor of $0.01. 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 months ended March 31, 2021 and 2020, the Company recorded amortization of the debt discount of $0 and $84,715, respectively. As of March 31, 2021, $168,500 of the debt discount has been amortized and the note was shown net of unamortized discount of $0. As of March 31, 2021, the Company paid the $60,000 toward the principal balance under the first tranche of $60,000. As of March 31, 2021, the fair value of the derivative liability associated with the note of $152,451 was reclassified to additional paid in capital. 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 $19,823 was recorded as financing expense. For the three months ended March 31, 2021 and 2020, the Company recorded amortization of the debt discount of $3,211 and $2,962, respectively. As of March 31, 2021, the note was shown net of unamortized discount of $10,298. 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. For the three months ended March 31, 2021 and 2020, the Company recorded amortization of the debt discount of $61,397 and $0, respectively. As of March 31, 2021, the note was shown net of unamortized discount of $21,148. 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 March 31, 2021, 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. For the three months ended March 31, 2021 and 2020, the Company recorded amortization of the debt discount of $2,549 and $0, respectively. As of March 31, 2021, the note was shown net of unamortized discount of $17,729. As of March 31, 2021, we issued secured convertible promissory notes in the aggregate principal amount of $560,000 to several accredited investors through a private placement of which $125,000 in notes were issued during the three months ended March 31, 2021. 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 4,480,000 three year warrants exercisable at $0.125 per share valued at $477,540, which was recorded as a debt discount. During the three months ended March 31, 2021 and 2020, $69,080 and $0 of the discount, respectively, was amortized and the note was shown net of unamortized discount of $411,317. 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. On January 6, 2021, the Company entered into a $275,000, 12% convertible note payable including an original issue discount of $25,000. The note is convertible into shares of common stock equal to the closing bid price of common stock on the trading day immediately preceding the date of conversion. On February 7, 2021 and granted the noteholder an additional 982,861 shares of common stock valued $167,086 and 152,000 five year warrants exercisable at $0.125 valued at $30,400. During the three months ended March 31, 2021, $57,325 and $0 of the discount, respectively, was amortized and the note was shown net of unamortized discount of $175,161. On March 3, 2021, the Company issued a $25,000 4% convertible note. The note is due on March 3, 2022 and is convertible at a rate of $0.10 per shares. For the three months ended March 31, 2021 and 2020, the Company recorded amortization of the debt discount of $2,466. As of March 31, 2021, the note was shown net of unamortized discount of $7,534. Interest expense including financing cost and amortization of the associated debt discount on all of the above convertible notes for the three months ended March 31, 2021 and 2020 was $413,302 and $727,493, respectively. |
Derivative Liabilities Disclosu
Derivative Liabilities Disclosure | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Derivative Liabilities Disclosure | NOTE 8 - DERIVATIVE LIABILITY The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“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 Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. The Company has determined that all convertible debt while having variable conversion prices also include floor prices. Therefore the shares issuable are not indeterminate and the conversion feature is not required to be bifurcated under ASC 815. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Commitments and Contingencies | NOTE 9 - COMMITMENTS AND CONTINGENCIES Operating Lease Agreements The Company determines whether or not a contract contains a lease based on whether or not it provides the Company with the use of a specifically identified asset for a period of time, as well as both the right to direct the use of that asset and receive the significant economic benefits of the asset. The Company elected the transition relief package of practical expedients, and as a result, we did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less. The Company has entered into lease agreements as a lessee for the use of office space. These lease agreements are classified as operating leases and the liability and right-of-use asset are recognized on the balance sheet at lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are recognized as lease expense on a straight-line basis over the lease term. As a result of the adoption of ASC 842, the Company recognized an operating lease liability and right-of-use asset of $64,978. The discount rate utilized for classification and measurement purposes as of the inception date of the lease is based on the Company’s collateralized incremental interest rate to borrow of 12%, as the rate implicit in the lease is not determinable. During 2018, the Company executed a lease agreement. The lease term is 39 months at a rate of $1,680 per month with 3% increases beginning January 1, 2021 and rent commencing on January 1, 2019. The Company was required to pay a $1,781 security deposit. In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month to month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less. Undiscounted Cash Flows As of March 31, 2021, the right of use asset and lease liability were shown on the consolidated balance sheet at $29,929 and $33,072, 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 March 31, 2021: Amounts due as of March 31, 2021 Operating Leases 2021 15,574 2022 21,370 Total minimum lease payments $ 36,944 Less: effect of discounting (3,872) Present value of future minimum lease payments $ 33,072 Less: current obligations under leases (27,730) Long-term lease obligations $ 5,342 |
Stock Warrants Disclosure
Stock Warrants Disclosure | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Stock Warrants Disclosure | NOTE 10 - STOCK WARRANTS On January 18, 2021, the Company granted 152,000 3 years warrants exercisable at $0.125 per share with the issuance of a convertible note payable, valued at $30,400. 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 $0.20; b) risk-free rate of .46%; c) volatility factor of 419%; d) dividend yield of 0% On January 22, 2021, the Company granted 600,000 3 years warrants exercisable at $0.125 per share with the issuance of a convertible note payable, valued at $36,482. 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 $0.27; b) risk-free rate of .13%; c) volatility factor of 220%; d) dividend yield of 0% On February 2, 2021, the Company granted 400,000 3 years warrants exercisable at $0.125 per share with the issuance of a convertible note payable, valued at $18,152. 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 $0.28; b) risk-free rate of .11%; c) volatility factor of 220%; d) dividend yield of 0% On February 8, 2021, the Company issued 150,000 shares of common stock and 150,000 warrants for cash proceeds of $15,000. On February 11, 2021, the Company granted 1,000,000 3 years warrants exercisable at $0.125 per share in connection with a consulting agreement, valued at $213,817. 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 $0.21; b) risk-free rate of .19%; c) volatility factor of 376%; d) dividend yield of 0% On February 17, 2021, the Company sold 1,600,000 shares of common stock and 1,600,000 warrants for cash proceeds of $160,000. The following is a summary of stock warrants activity during the period ended March 31, 2021. Number of Shares Weighted Average Exercise Price Balance, December 31, 2020 14,791,882 $1.00 Warrants granted and assumed 3,902,000 $0.125 Warrants expired - - Warrants canceled - - Warrants exercised - - Balance outstanding and exercisable, March 31, 2021 18,693,882 $0.24 The following is a summary of stock warrants activity during the period ended March 31, 2020. Number of Shares Weighted Average Exercise Price Balance, December 31, 2019 2,478,124 $1.00 Warrants granted and assumed 4,147,758 $0.47 Warrants expired - - Warrants canceled (1,666,666) $1.00 Warrants exercised - - Balance outstanding and exercisable, March 31, 2020 4,959,882 $0.56 |
Stockholders' Equity Disclosure
Stockholders' Equity Disclosure | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Stockholders' Equity Disclosure | NOTE 11 - STOCKHOLDERS’ 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 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 . 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 Company’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 February 6, 2021, the Company issued 982,861 shares of common stock valued $167,086 in connection with a notes payable dated January 6, 2021. On February 4, 2021, the Company issued 2,175,000 shares for services valued at $588,250. On February 8, 2021, the Company issued 150,000 shares of common stock and 150,000 warrants for cash proceeds of $15,000. On February 8, 2021, the Company issued 60,000 shares for services valued at $12,800. On February 8, 2021, the Company entered into an agreement to consolidate two $50,000 notes payable dated September 17, 2018 and February 8, 2019 into one $100,000, 10% note due February 8, 2022 convertible at $0.10 per share. As consideration the Company is to issue the note holder 100,000 shares of common stock. As of the shares have not been issued. On February 17, 2021, the Company issued 116,320 shares in connection with shares due from a certain note payable dated January 25, 2019 and included in stock payable as of December 31, 2020. On February 17, 2021, the Company issued 35,000 shares for services valued at $11,200. On February 17, 2021, the Company sold 1,600,000 shares of common stock and 1,600,000 warrants for cash proceeds of $160,000. On February 24, 2021, the Company issued 500,000 shares to extend a certain note payable dated January 25, 2019. On February 24, 2021, the Company issued 3,900,000 shares for services valued at $649,000. On March 17, 2021, the Company sold 2,000,000 shares of common stock for cash proceeds of $200,000 as of the March 31, 2021 the shares have not been issued and were included in stock payable. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Subsequent Events | NOTE 12 - SUBSEQUENT EVENTS On April 26, 2021, the Company issued a $95,000 12% convertible note. The note is due on April 3, 2022. On April 20, 2021, the noteholder of a certain note dated May 2, 2017, agreed to extend the maturity date of the note to May 2, 2022 for 100,000 shares of common stock. As of the date of filing the shares have not been issued. On April 30, 2021, the noteholder of a certain note dated May 2, 2017, agreed to extend the maturity date of the note to May 1, 2022 for 100,000 shares of common stock. As of the date of filing the shares have not been issued. On April 30, 2021, the Company issued a $150,000 12% convertible note. The note is due on April 30, 2022. As of the date of filing the Company has received advances of $102,000 under the note. On June 1, 2021, the noteholder of a certain note dated January 1, 2020, agreed to extend the maturity date of the note to June 1, 2022. In addition, the note was amended to allow for the note holder to covert the note at $0.10 per share. As consideration the Company granted the noteholder 1,000,000 three year warrants exercisable at $0.125. On June 15, 2021, the Company issued 2,200,000 shares of common stock valued at $440,000 that were due as March 31, 2021 and related to a the settlement of a certain related party note dated February 5, 2020. On June 15, 2021, the Company issued 2,000,000 shares of common stock for cash proceeds of $200,000 that was received on March 17, 2021. On June 15, 2021, the Company sold 1,500,000 shares of common stock for cash proceeds of $150,000 which was received during the year ended December 31, 2020 and included in stock payable. On June 15, 2021, the Company sold 792,590 shares of common stock for cash proceeds of $79,259. On June 15, 2021, the Company issued 41,600 shares of common stock, in connection with an additional $20,800 advance received on March 3, 2021 related to a certain note payable dated January 25, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies: Organization Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Organization Policy | Organization The Company was incorporated on March 7, 2008 under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. On June 4, 2018, the Company amended its articles of incorporation and changed its name to Trutankless, Inc. The Company is involved in sales, marketing, research and development of a high quality, whole-house, smart electric tankless water heater that is more energy efficient than conventional products. Management anticipates the Company’s trutankless water heater, with Wi-Fi capability and Trutankless’ proprietary apps offered in the iOS and Android store, will augment existing products in the home automation space. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies: Basis of Accounting, Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Basis of Accounting, Policy | 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 months ended March 31, 2021 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended December 31, 2020, as filed with the SEC. The consolidated balance sheet as of December 31, 2020, 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_4
Summary of Significant Accounting Policies: Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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. Cash 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_5
Summary of Significant Accounting Policies: Stock-based Compensation Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Stock-based Compensation Policy | Stock-based compensation The Company follows 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 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. 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_6
Summary of Significant Accounting Policies: Earnings Per Share Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Earnings Per Share Policy | Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies: Inventory policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Inventory policy | Inventory Inventories are stated at the lower of cost (average cost) or net realizable value. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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”) Accounting Standards Codification (“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 Accoun_9
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Fair Value of Financial Instruments Policy | Fair value of financial instruments The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of March 31, 2021 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 March 31, 2021 and December 31, 2020. Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of March 31, 2021: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ - $ - Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of December 31, 2020: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 302,249 $ 302,249 As of December 31, 2020, the Company’s stock price was $0.35, risk-free discount rate of 1.60% and volatility of 182%. The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Amount Balance December 31, 2020 $ 302,249 Change in fair market value of derivative liabilities (149,798) Settlement of derivative liability (152,451) Balance March 31, 2021 $ - |
Summary of Significant Accou_10
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy: Fair Value Measurements, Recurring basis 2021 (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Fair Value Measurements, Recurring basis 2021 | Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ - $ - |
Summary of Significant Accou_11
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy: Fair Value Measurements, Recurring basis 2020 (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Fair Value Measurements, Recurring basis 2020 | Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 302,249 $ 302,249 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy: Summary of the changes in fair value of the derivative financial instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Summary of the changes in fair value of the derivative financial instruments | Amount Balance December 31, 2020 $ 302,249 Change in fair market value of derivative liabilities (149,798) Settlement of derivative liability (152,451) Balance March 31, 2021 $ - |
Inventory Disclosure_ Schedule
Inventory Disclosure: Schedule of Inventory, Current (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Inventory, Current | March 31, 2021 December 31, 2020 Finished goods 439,663 24,654 Total $ 439,663 $ 24,654 |
Accounts Receivable, Net, Dis_2
Accounts Receivable, Net, Disclosure: Schedule of Accounts Receivable, NET (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Accounts Receivable, NET | March 31, 2021 December 31, 2020 Accounts receivable 268,601 292,156 Allowance for doubtful accounts (182,191) (182,191) Total $ 86,410 $ 109,966 |
Notes Payable Disclosure_ Sched
Notes Payable Disclosure: Schedule of Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Notes Payable | March 31, 2021 December 31, 2020 Note payable, secured, 12% interest, due July 2020 $ - $ - Note payable, secured, 12% interest, due July 2020 - - Note payable, secured, 12% interest, due January 2020 - - Note payable, secured, 12% interest, due July 2020 - - Note payable, secured, 12% interest, due June 1, 2022 214,824 249,027 Note payable, secured, 12% interest, due June 1, 2021 300,000 300,000 Note payable, secured, 12% interest, due October 2019 - - Note payable, secured, 12% interest, due March 2020 - - Note payable, secured, 10% interest, due June 2021 192,458 231,813 Notes payable, secured, 12% interest, due August 2021 140,968 258,207 Notes payable, secured, 10% interest, due June 2021 125,000 - Notes payable, secured, 10% interest, due July 2021 101,250 - Total notes Payable $ 1,074,500 $ 1,039,047 Less unamortized debt discounts (172,413) (308,999) Total Notes Payable 902,087 730,048 Less current portion (687,263) (480,801) Total Notes Payable - long term $ 214,824 $ 249,247 |
Notes Payable Disclosure_ Sch_2
Notes Payable Disclosure: Schedule of Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable | March 31, 2021 December 31, 2020 Convertible note payable, secured, 12% interest, due August 31, 2019, in default 50,000 50,000 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 - - Convertible note payable, secured, 10% interest, due February 8, 2020 - 50,000 Convertible note payable ,12% interest, due May 2020 - - Convertible note payable ,12% interest, due May 2020, in default 162,750 168,750 Convertible note payable, secured, 10% interest, due February 8, 2020 - 50,000 Convertible note payable, secured, 12% interest 52,700 44,060 Convertible note payable, secured, 10% interest, due October 2021 29,000 23,000 Convertible note payable, secured, 10% interest, due April 2022 26,000 26,000 Convertible note payable, secured, 10% interest, due May 2021 350,000 350,000 Convertible note payable, secured, 10% interest, due October 18, 2021 26,083 26,083 Convertible notes payable, secured, 10% interest, due May through November 2022 560,000 435,000 Convertible note payable, secured, 10% interest, due January 6, 2022 275,000 - Convertible note payable, secured, 12% interest, due February 8, 2022 100,000 - Convertible notes payable, secured, 4% interest, due March 3, 2021 25,000 - Total notes payable 1,961,533 1,527,893 Less unamortized discounts (643,187) (465,719) Total convertible notes payable, net $ 1,318,346 $ 1,062,174 Less current portion (1,233,916) (970,839) Convertible notes payable, net - Long-term $ 84,430 $ 91,335 |
Commitments and Contingencies_
Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Future Minimum Rental Payments for Operating Leases | Amounts due as of March 31, 2021 Operating Leases 2021 15,574 2022 21,370 Total minimum lease payments $ 36,944 Less: effect of discounting (3,872) Present value of future minimum lease payments $ 33,072 Less: current obligations under leases (27,730) Long-term lease obligations $ 5,342 |
Stock Warrants Disclosure_ Sche
Stock Warrants Disclosure: Schedule of Warrants Activity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Warrants Activity | Number of Shares Weighted Average Exercise Price Balance, December 31, 2020 14,791,882 $1.00 Warrants granted and assumed 3,902,000 $0.125 Warrants expired - - Warrants canceled - - Warrants exercised - - Balance outstanding and exercisable, March 31, 2021 18,693,882 $0.24 |
Stock Warrants Disclosure_ Stoc
Stock Warrants Disclosure: Stock warrants activity 2020 (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Stock warrants activity 2020 | Number of Shares Weighted Average Exercise Price Balance, December 31, 2019 2,478,124 $1.00 Warrants granted and assumed 4,147,758 $0.47 Warrants expired - - Warrants canceled (1,666,666) $1.00 Warrants exercised - - Balance outstanding and exercisable, March 31, 2020 4,959,882 $0.56 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy: Fair Value Measurements, Recurring basis 2020 (Details) | Dec. 31, 2020USD ($) |
Details | |
Fair value of derivative liabilities | $ 302,249 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy: Summary of the changes in fair value of the derivative financial instruments (Details) | Dec. 31, 2020USD ($) |
Details | |
Fair value of derivative liabilities | $ 302,249 |
Going Concern Disclosure (Detai
Going Concern Disclosure (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Details | |||
Cash on hand | $ 46,174 | $ 151,628 | |
Accumulated deficit | 45,270,017 | $ 42,993,071 | |
Net income (loss) | 2,276,946 | $ 3,502,149 | |
Net cash used in operating activities | $ 866,744 | $ 346,070 |
Inventory Disclosure_ Schedul_2
Inventory Disclosure: Schedule of Inventory, Current (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory | $ 439,663 | $ 24,654 |
Finished goods | ||
Inventory | $ 439,663 | $ 24,654 |
Accounts Receivable, Net, Dis_3
Accounts Receivable, Net, Disclosure: Schedule of Accounts Receivable, NET (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Details | ||
Accounts receivable, gross | $ 268,601 | $ 292,156 |
Allowance for doubtful accounts receivable | (182,191) | (182,191) |
Accounts receivable, net | $ 86,410 | $ 109,966 |
Prepaid Consulting Expenses, _2
Prepaid Consulting Expenses, Disclosure (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Prepaid consulting expense | $ 1,708,213 | $ 1,462,975 | |
Stock Issued During Period, Value, Issued for Services | $ 1,475,067 | $ 1,300,000 | |
Prepaid consulting expenses, various agreements | |||
Stock Issued During Period, Shares, Issued for Services | 4,135,000 | ||
Stock Issued During Period, Value, Issued for Services | $ 739,200 | ||
Amortization of the prepaid stock compensation | $ 493,962 | $ 306,987 |
Related Party Disclosure (Detai
Related Party Disclosure (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Notes payable, related | $ 69,350 | $ 69,350 | |
Stock issued for settlement of debt, value | $ 460,000 | $ 2,244,099 | |
Stock issued for debt discounts and extensions, shares | 2,200,000 | ||
Stock issued for debt discounts and extensions, value | $ 440,000 | 164,348 | |
Gain (loss) on extinguishment of notes | 260,000 | 1,965,284 | |
Interest expense associated with the related party notes | 10,114 | $ 10,274 | |
Issued February 5, 2020, for settlement of debt | |||
Stock issued for settlement of debt, shares | 4,000,000 | ||
Stock issued for settlement of debt, value | $ 1,240,000 | ||
Amount of debt extinguished | $ 400,000 | ||
Gain (loss) on extinguishment of notes | 240,000 | ||
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 | $ 69,350 |
Notes Payable Disclosure_ Sch_3
Notes Payable Disclosure: Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Discounts on notes payable | $ (172,413) | $ (308,999) |
Total Notes Payable | 902,087 | 730,048 |
Total Notes Payable - long term | 214,824 | 249,247 |
Note payable, secured, 12% interest, due July 2020 | ||
Notes payable | 0 | 0 |
Note payable, secured, 12% interest, due July 2020(2) | ||
Notes payable | 0 | 0 |
Note payable, secured, 12% interest, due Jan 2020 | ||
Notes payable | 0 | 0 |
Note payable, secured, 12% interest, due Jul 2020(3) | ||
Notes payable | 0 | 0 |
Note payable, secured, 12% interest, due June 1, 2021 | ||
Notes payable | 214,824 | 249,027 |
Note payable, secured, 12% interest, due June 1, 2021(2) | ||
Notes payable | 300,000 | 300,000 |
Note payable, secured, 12% interest, due Oct 2019 | ||
Notes payable | 0 | 0 |
Note payable, secured, 12% interest, due March 2020 | ||
Notes payable | 0 | 0 |
Notes payable, secured, 10% interest, due June 2021 | ||
Notes payable | 192,458 | 231,813 |
Notes payable, secured, 12% interest, due August 2021 | ||
Notes payable | 140,968 | 258,207 |
Notes payable, secured, 10% interest, due June 2021(2) | ||
Notes payable | 125,000 | 0 |
Notes payable, secured, 10% interest, due July 2021 | ||
Notes payable | $ 101,250 | $ 0 |
Notes Payable Disclosure (Detai
Notes Payable Disclosure (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2020 | |
Stock issued for settlement of debt, value | $ 460,000 | $ 2,244,099 | ||||||||||||
Gain (loss) on extinguishment of notes | $ 260,000 | 1,965,284 | ||||||||||||
Stock issued for debt discounts and extensions, shares | 2,200,000 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 440,000 | 164,348 | ||||||||||||
Proceeds from notes payable | 226,250 | 231,783 | ||||||||||||
Repayments of notes payable | 190,797 | 18,550 | ||||||||||||
Notes payable, net of debt discount | 687,263 | $ 480,801 | ||||||||||||
Proceeds from payroll protection program loan payable | 107,485 | |||||||||||||
Proceeds from convertible notes payable | $ 150,000 | 380,750 | $ 12,000 | |||||||||||
Convertible notes payable, net of debt discount | 1,233,916 | $ 970,839 | ||||||||||||
Convertible note entered into June 2, 2016 | ||||||||||||||
Proceeds from convertible notes payable | $ 50,000 | |||||||||||||
Convertible note issued May 2017 | ||||||||||||||
Proceeds from convertible notes payable | $ 100,000 | |||||||||||||
Convertible note payable due May 2, 2020 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 100,000 | 50,000 | ||||||||||||
Stock issued for debt discounts and extensions, value | $ 10,000 | |||||||||||||
Convertible note issued May 2017(2) | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 100,000 | |||||||||||||
Proceeds from convertible notes payable | 50,000 | |||||||||||||
Convertible note issued May 2017(3) | ||||||||||||||
Proceeds from convertible notes payable | $ 5,000 | |||||||||||||
Convertible note issued Feb 15, 2018 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 50,000 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 8,995 | |||||||||||||
Proceeds from convertible notes payable | $ 75,000 | |||||||||||||
Convertible note entered into Sept 17, 2018 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 50,000 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 30,000 | |||||||||||||
Proceeds from convertible notes payable | $ 50,000 | |||||||||||||
Convertible note payable issued Dec 14, 2018 | ||||||||||||||
Proceeds from convertible notes payable | $ 50,000 | |||||||||||||
Convertible note issued Jan 25, 2019 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 41,600 | 140,000 | 60,000 | |||||||||||
Stock issued for debt discounts and extensions, value | $ 21,836 | |||||||||||||
Proceeds from convertible notes payable | $ 20,800 | $ 100,000 | ||||||||||||
Convertible notes payable, net of debt discount | $ 52,700 | |||||||||||||
Convertible note issued Feb 8, 2019 | ||||||||||||||
Stock issued for debt discounts and extensions, value | 30,000 | |||||||||||||
Proceeds from convertible notes payable | $ 50,000 | |||||||||||||
Convertible note issued Feb 19, 2019 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 5,000 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 2,500 | |||||||||||||
Proceeds from convertible notes payable | $ 25,000 | |||||||||||||
Convertible note issued Oct 18, 2019 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 46,000 | 12,000 | ||||||||||||
Stock issued for debt discounts and extensions, value | $ 15,175 | $ 4,560 | ||||||||||||
Proceeds from convertible notes payable | 23,000 | |||||||||||||
Convertible note issued Nov 5, 2019 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 476,493 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 147,713 | |||||||||||||
Proceeds from convertible notes payable | $ 225,000 | 562,000 | ||||||||||||
Convertible note issued Nov 19, 2019 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 427,000 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 175,070 | |||||||||||||
Proceeds from convertible notes payable | $ 281,000 | |||||||||||||
Convertible note issued Jan 8, 2020 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 52,166 | |||||||||||||
Proceeds from convertible notes payable | $ 26,083 | |||||||||||||
Convertible note issued May 5, 2020 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 1,500,000 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 207,000 | |||||||||||||
Proceeds from convertible notes payable | 350,000 | |||||||||||||
Convertible note issued April 30, 2020 | ||||||||||||||
Proceeds from convertible notes payable | $ 100,000 | |||||||||||||
Convertible note payable issued Jan 6, 2021 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 982,861 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 167,086 | |||||||||||||
Proceeds from convertible notes payable | 275,000 | |||||||||||||
Convertible note payable issued Mar 3, 2021 | ||||||||||||||
Proceeds from convertible notes payable | 25,000 | |||||||||||||
Interest expense - convertible debt | ||||||||||||||
Interest expense including amortization of the associated debt discount | 413,302 | $ 727,493 | ||||||||||||
Consideration for the consolidation of three notes payable to one - Jan 1, 2020 | ||||||||||||||
Stock issued for settlement of debt, shares | 175,000 | |||||||||||||
Stock issued for settlement of debt, value | $ 61,250 | |||||||||||||
Gain (loss) on extinguishment of notes | 61,250 | |||||||||||||
Convertible promissory notes and warrants, issued in 2018 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 90,000 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 45,900 | |||||||||||||
Debt discount amortized | 165,516 | |||||||||||||
Notes payable entered into Jan 30, 2019 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 100,000 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 45,000 | |||||||||||||
Proceeds from notes payable | $ 100,000 | |||||||||||||
Extension of Jan 30, 2019 Note | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 55,000 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 23,100 | |||||||||||||
Consideration for the consolidation of two notes payable to one - Jan 1, 2020 | ||||||||||||||
Gain (loss) on extinguishment of notes | $ 61,250 | |||||||||||||
Stock issued for debt discounts and extensions, shares | 175,000 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 61,250 | |||||||||||||
Repayments of notes payable | 34,203 | |||||||||||||
Notes payable, net of debt discount | 214,824 | |||||||||||||
Notes payable entered into June 2, 2020 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 1,468,085 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 308,298 | |||||||||||||
Proceeds from notes payable | $ 345,000 | |||||||||||||
Repayments of notes payable | 39,355 | |||||||||||||
Notes payable, net of debt discount | 192,458 | |||||||||||||
Note payable entered into August 20, 2020 | ||||||||||||||
Stock issued for debt discounts and extensions, shares | 1,002,919 | |||||||||||||
Stock issued for debt discounts and extensions, value | $ 211,622 | |||||||||||||
Proceeds from notes payable | $ 278,000 | |||||||||||||
Repayments of notes payable | 117,239 | |||||||||||||
Notes payable, net of debt discount | 140,968 | |||||||||||||
Notes payable entered into Jan 8, 2021 | ||||||||||||||
Proceeds from notes payable | 125,000 | |||||||||||||
Notes payable entered into Mar 12, 2021 | ||||||||||||||
Proceeds from notes payable | 101,125 | |||||||||||||
Interest expense, payroll protection loan | ||||||||||||||
Interest expense including amortization of the associated debt discount | $ 265 |
Notes Payable Disclosure_ Sch_4
Notes Payable Disclosure: Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Discounts on convertible notes payable | $ (643,187) | $ (465,719) |
Convertible notes payable, net of debt discount | (1,233,916) | (970,839) |
Convertible notes payable - long term, net of debt discount | 84,430 | 91,335 |
Convertible note payable due Aug 2019 | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable due Feb 2021 | ||
Convertible debt | 100,000 | 100,000 |
Convertible note payable due May 2, 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 | 0 |
Convertible note payable due Feb 2020 | ||
Convertible debt | 0 | 50,000 |
Convertible note payable due May 2020(3) | ||
Convertible debt | 0 | 0 |
Convertible note payable due May 2020(4) | ||
Convertible debt | 162,750 | 168,750 |
Convertible note payable due Feb 2020(2) | ||
Convertible debt | 0 | 50,000 |
Convertible note payable due Unknown | ||
Convertible debt | 52,700 | 44,060 |
Convertible note payable due Oct 2021 | ||
Convertible debt | 29,000 | 23,000 |
Convertible note payable due April 2022 | ||
Convertible debt | 26,000 | 26,000 |
Convertible note payable due May 2021 | ||
Convertible debt | 350,000 | 350,000 |
Convertible note payable due Oct 2021(2) | ||
Convertible debt | 26,083 | 26,083 |
Convertible note payable due June 2022 | ||
Convertible debt | 560,000 | 435,000 |
Convertible note payable due Jan 6, 2022 | ||
Convertible debt | 275,000 | 0 |
Convertible note payable due Feb 8, 2022 | ||
Convertible debt | 100,000 | 0 |
Convertible note payable due Mar 3, 2022 | ||
Convertible debt | $ 25,000 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Right to use asset | $ 29,929 | $ 33,990 |
Office lease agreement | ||
Right to use asset | $ 29,929 | $ 33,072 |
Commitments and Contingencies_2
Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Mar. 31, 2021USD ($) |
Details | |
Total minimum lease payments due | $ 36,944 |
Present value of future minimum lease payments | 33,072 |
Current obligations under leases | 27,730 |
Long-term lease obligations | $ 5,342 |
Stock Warrants Disclosure (Deta
Stock Warrants Disclosure (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Warrants granted and assumed | 3,902,000 |
Granted Jan 18, 2021 | |
Warrants granted and assumed | 152,000 |
Warrants exercise price per share | $ / shares | $ 0.125 |
Warrants granted, valued at | $ | $ 30,400 |
Granted Jan 22, 2021 | |
Warrants granted and assumed | 600,000 |
Warrants exercise price per share | $ / shares | $ 0.125 |
Warrants granted, valued at | $ | $ 36,482 |
Granted Feb 2, 2021 | |
Warrants granted and assumed | 400,000 |
Warrants exercise price per share | $ / shares | $ 0.125 |
Warrants granted, valued at | $ | $ 18,152 |
Issued Feb 8, 2021 | |
Warrants granted and assumed | 150,000 |
Granted Feb 11, 2021 | |
Warrants granted and assumed | 1,000,000 |
Warrants exercise price per share | $ / shares | $ 0.125 |
Warrants granted, valued at | $ | $ 213,817 |
Issued Feb 17, 2021 | |
Warrants granted and assumed | 1,600,000 |
Stock Warrants Disclosure_ Sc_2
Stock Warrants Disclosure: Schedule of Warrants Activity (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Details | ||
Warrants outstanding | 18,693,882 | 14,791,882 |
Warrants granted and assumed | 3,902,000 |
Stockholders' Equity Disclosu_2
Stockholders' Equity Disclosure (Details) - USD ($) | 2 Months Ended | 3 Months Ended | ||
Nov. 19, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Par value of preferred stock | $ 0.001 | |||
Common stock authorized | 100,000,000 | 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) | |||
Preferred stock authorized | 9,990,000 | 9,990,000 | ||
Number of Series A Preferred Shares converted | 76,000 | |||
Stock issued for debt discounts and extensions, shares | 2,200,000 | |||
Stock issued for debt discounts and extensions, value | $ 440,000 | $ 164,348 | ||
Value of stock issued for services | 1,475,067 | 1,300,000 | ||
Stock issued for cash, value | $ 380,000 | $ 175,000 | ||
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 | 76,000 | |||
Issued Feb 6, 2021 | ||||
Stock issued for debt discounts and extensions, shares | 982,861 | |||
Stock issued for debt discounts and extensions, value | $ 167,086 | |||
Issued Feb 4, 2021 | ||||
Stock issued for services | 2,175,000 | |||
Value of stock issued for services | $ 588,250 | |||
Issued Feb 8, 2021 | ||||
Stock issued for services | 60,000 | |||
Value of stock issued for services | $ 12,800 | |||
Stock issued for cash | 150,000 | |||
Stock issued for cash, value | $ 15,000 | |||
Issued Feb 17, 2021 | ||||
Stock issued for debt discounts and extensions, shares | 116,320 | |||
Stock issued for services | 35,000 | |||
Value of stock issued for services | $ 11,200 | |||
Stock issued for cash | 1,600,000 | |||
Stock issued for cash, value | $ 160,000 | |||
Issued Feb 24, 2021 | ||||
Stock issued for debt discounts and extensions, shares | 500,000 | |||
Stock issued for services | 3,900,000 | |||
Value of stock issued for services | $ 649,000 | |||
Issued Mar 17, 2021 | ||||
Stock issued for cash, value | $ 200,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | ||||||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2017 | |
Convertible note issued April 26, 2021 | |||||||
Proceeds from convertible notes payable | $ 95,000 | ||||||
Convertible note payable due May 2, 2020 | |||||||
Stock issued for debt discounts and extensions, shares | 100,000 | 50,000 | |||||
Convertible note issued May 2017(2) | |||||||
Proceeds from convertible notes payable | $ 50,000 | ||||||
Stock issued for debt discounts and extensions, shares | 100,000 | ||||||
Proceeds from convertible notes payable | $ 150,000 | $ 380,750 | $ 12,000 | ||||
Stock issued for debt discounts and extensions, shares | 2,200,000 | ||||||
Warrants granted and assumed | 3,902,000 | ||||||
Stock issued for cash, value | $ 380,000 | $ 175,000 | |||||
Issued June 15, 2021 | |||||||
Stock issued for cash | 792,590 | ||||||
Stock issued for cash, value | $ 79,259 | ||||||
Convertible note issued Jan 1, 2020 | |||||||
Warrants granted and assumed | 1,000,000 | ||||||
Convertible note issued Jan 25, 2019 | |||||||
Proceeds from convertible notes payable | $ 20,800 | $ 100,000 | |||||
Stock issued for debt discounts and extensions, shares | 41,600 | 140,000 | 60,000 |