Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | SinglePoint Inc. | ||
Entity Central Index Key | 0001443611 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Common Stock Shares Outstanding | 1,740,314,333 | ||
Entity Public Float | $ 25,452,670 | ||
EntityFileNumber | 000-53425 | ||
EntityAddressAddressLine1 | 2999 North 44th Street | ||
EntityAddressAddressLine2 | Suite 530 | ||
EntityAddressPostalZipCode | 85018 | ||
EntityTaxIdentificationNumber | 261240905 | ||
EntityAddressCityOrTown | Phoenix | ||
LocalPhoneNumber | 711-2009 | ||
CityAreaCode | 855 | ||
EntityAddressStateOrProvince | ARIZONA |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash | $ 110,128 | $ 68,781 |
Accounts receivable | 49,228 | 5,979 |
Prepaid expenses | 24,427 | 8,938 |
Inventory | 74,663 | 157 |
Total Current Assets | 258,446 | 83,855 |
NON-CURRENT ASSETS: | ||
Property, net (Note 5) | 136,931 | |
Investment, at cost (Note 3) | 60,000 | 60,000 |
Goodwill (Note 3) | 1,966,340 | |
Total Assets | 2,421,717 | 143,855 |
CURRENT LIABILITIES: | ||
Accounts payable, including related party (Note 8) | 167,939 | 146,635 |
Accrued expenses, including accrued officer salaries (Note 8) | 843,136 | 1,345,567 |
Current portion of convertible notes payable, net of debt discount (Note 4) | 2,070,898 | 156,853 |
Capital lease obligations, current portion (Note 5) | 58,738 | |
Advances from related party (Note 8) | 878,515 | 645,788 |
Derivative liability | 2,813,150 | 2,215,376 |
Total Current Liabilities | 6,832,376 | 4,510,219 |
LONG-TERM LIABILITIES: | ||
Convertible notes payable, net of current portion (Note 4) | 500,000 | |
Capital lease obligations, net of current portion (Note 5) | 98,881 | |
Total Liabilities | 6,931,257 | 5,010,219 |
Commitments and Contingencies (Note 9) | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, par value $0.0001; 5,000,000,000 shares authorized; 1,698,279,820 and 1,236,319,023 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 169,828 | 123,632 |
Additional paid-in capital | 72,210,393 | 63,940,510 |
Accumulated deficit | (76,752,170) | (68,846,438) |
Total Singlepoint Inc. stockholders' deficit | (4,366,529) | (4,777,201) |
Non-controlling interest | (143,011) | (89,163) |
Total Stockholders' Deficit | (4,509,540) | (4,866,364) |
Total Liabilities and Stockholders' Deficit | 2,421,717 | 143,855 |
Undesignated Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | ||
Convertible Preferred Stock Class A [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | $ 5,420 | $ 5,095 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
STOCKHOLDERS' DEFICIT | ||
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, Shares issued | 1,698,279,820 | 1,236,319,023 |
Common stock, Shares outstanding | 1,698,279,820 | 1,236,319,023 |
Undesignated Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 40,000,000 | 40,000,000 |
Convertible Preferred Stock Class A [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 60,000,000 | 60,000,000 |
Preferred stock, Shares Issued | 54,200,000 | 50,950,000 |
Preferred stock, Shares outstanding | 54,200,000 | 50,950,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 3,343,833 | $ 1,154,671 |
Cost of Revenue | 2,353,056 | 886,872 |
Gross profit | 990,777 | 267,799 |
OPERATING EXPENSES: | ||
Consulting fees | 583,350 | 1,033,079 |
Professional and legal fees | 293,269 | 224,401 |
Investor Relations | 168,177 | 340,188 |
General and administrative | 5,410,440 | 3,670,475 |
Impariment of goodwill | 762,985 | |
Operating expenses | 6,455,236 | 6,031,128 |
LOSS FROM OPERATIONS | (5,464,459) | (5,763,329) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (393,611) | (158,860) |
Amortization of debt discounts | (1,662,068) | (650,672) |
Loss on change in fair value of investments | (346,000) | |
Loss on change in fair value of derivative liability | (604,289) | (1,187,048) |
Gain on disposal of subsidiary | 55,694 | |
Other income (expense) | (2,604,274) | (2,342,580) |
LOSS BEFORE INCOME TAXES | (8,068,733) | (8,105,909) |
Income taxes | ||
NET LOSS | (8,068,733) | (8,105,909) |
Loss attributable to non-controlling interests | 163,001 | 57,359 |
NET LOSS ATTRIBUTABLE TO SINGLEPOINT INC. STOCKHOLDERS | $ (7,905,732) | $ (8,048,550) |
Net loss per share - basic | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding - basic | 1,504,104,112 | 1,135,490,624 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest |
Balance, Shares at Dec. 31, 2017 | 47,750,000 | 935,585,925 | ||||
Balance, Amount at Dec. 31, 2017 | $ (779,977) | $ 4,775 | $ 93,559 | $ 59,951,381 | $ (60,797,888) | $ (31,804) |
Resolution of derivative liability due to debt conversion | 516,160 | 516,160 | ||||
Warrants issued with convertible notes payable | ||||||
Issuance of common shares for services, Shares | 600,000 | |||||
Issuance of common shares for services, Amount | 38,520 | $ 60 | 38,460 | |||
Issuance of common shares for acquisition, Shares | 6,979,167 | |||||
Issuance of common shares for acquisition, Amount | 216,354 | $ 698 | 215,656 | |||
Issuance of common shares for principal and accrued interest on convertible notes, Shares | 198,153,931 | |||||
Issuance of common shares for principal and accrued interest on convertible notes, Amount | 753,488 | $ 19,815 | 733,673 | |||
Issuance of preferred shares for services, Shares | 7,000,000 | |||||
Issuance of preferred shares for services, Amount | 2,495,000 | $ 700 | 2,494,300 | |||
Conversion of preferred shares, Shares | (3,800,000) | 95,000,000 | ||||
Conversion of preferred shares, Amount | $ (380) | $ 9,500 | (9,120) | |||
Net loss | (8,105,909) | (8,048,550) | (57,359) | |||
Balance, Shares at Dec. 31, 2018 | 50,950,000 | 1,236,319,023 | ||||
Balance, Amount at Dec. 31, 2018 | (4,866,364) | $ 5,095 | $ 123,632 | 63,940,510 | (68,846,438) | (89,163) |
Issuance of common shares for services, Shares | 26,983,333 | |||||
Issuance of common shares for services, Amount | 374,050 | $ 2,698 | 371,352 | |||
Issuance of common shares for acquisition, Shares | 156,058,751 | |||||
Issuance of common shares for acquisition, Amount | 1,966,341 | $ 15,606 | 1,950,735 | |||
Issuance of common shares for principal and accrued interest on convertible notes, Shares | 135,418,713 | |||||
Issuance of common shares for principal and accrued interest on convertible notes, Amount | 569,500 | $ 13,542 | 555,958 | |||
Issuance of preferred shares for services, Shares | 10,000,000 | |||||
Issuance of preferred shares for services, Amount | 3,100,000 | $ 1,000 | 3,099,000 | |||
Conversion of preferred shares, Shares | (6,750,000) | 135,500,000 | ||||
Conversion of preferred shares, Amount | $ (675) | $ 13,550 | (12,875) | |||
Net loss | (8,068,733) | (7,905,732) | (163,001) | |||
Issuance of common shares for services previously accrued, Shares | 8,000,000 | |||||
Issuance of common shares for services previously accrued, Amount | 800,000 | $ 800 | 799,200 | |||
Settlement of derivative liability due to debt conversion | 1,506,513 | 1,506,513 | ||||
Disposal of subsidiary | 109,153 | 109,153 | ||||
Balance, Shares at Dec. 31, 2019 | 54,200,000 | 1,698,279,820 | ||||
Balance, Amount at Dec. 31, 2019 | $ (4,509,540) | $ 5,420 | $ 169,828 | $ 72,210,393 | $ (76,752,170) | $ (143,011) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss attributable to Singlepoint, Inc. stockholders | $ (7,905,732) | $ (8,048,550) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Loss attributable to non-controlling interests | (163,001) | (57,359) |
Gain on disposal of subsidiary | (55,694) | |
Common stock issued for services | 1,174,050 | 38,520 |
Change in fair value of investments | 346,000 | |
Depreciation | 44,762 | 3,547 |
Amortization of debt discounts | 1,662,068 | 650,672 |
(Gain) loss on change in fair value of derivatives | 604,289 | 1,187,048 |
(Gain) loss on debt settlement | (5,632) | |
Preferred stock issued for services | 3,100,000 | 2,495,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (43,249) | (5,979) |
Prepaid expenses | (15,489) | (8,553) |
Inventory | (74,506) | 15,198 |
Other assets | 123 | |
Accounts payable | 21,304 | 4,240 |
Accrued expenses | (136,492) | 982,312 |
NET CASH USED IN OPERATING ACTIVITIES | (1,787,690) | (1,640,428) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for investment | (60,000) | |
Cash paid for acquisition of subsidiaries | (150,000) | |
NET CASH USED IN INVESTING ACTIVITIES | (210,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes receivable - related party | 4,225 | |
Proceeds from advances from related party | 168,445 | 560,000 |
Payments on advances to related party | (13,961) | (35,094) |
Payments on notes payable to related party | (25,000) | |
Payments on convertible notes payable | (37,352) | |
Payments on capital lease obligations | (38,095) | |
Proceeds from issuance of convertible notes | 1,750,000 | 500,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,829,037 | 1,004,131 |
NET CHANGE IN CASH | 41,347 | (846,297) |
Cash at end of period | 110,128 | 68,781 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||
Interest paid | 52,648 | |
Income tax paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for accrued interest | 108,828 | 171,237 |
Common stock issued to acquire subsidiaries | 1,966,341 | 216,354 |
Original issue discount from issuance of notes payable | $ 175,000 | $ 70,000 |
Common stock issued for conversion of debt and accrued interest | 569,500 | 582,251 |
Recognition of debt discount attributable to derivative liability | 1,500,000 | 1,219,714 |
Derivative liability settlements | 1,506,513 | 516,160 |
Conversion of preferred stock to common stock | 13,550 | 9,500 |
Issuance of common stock previously accrued | 800,000 | |
Derivative liability recognized from convertible debt | 1,954,759 | 3,306,671 |
Day one recognition of ROU asset and lease liability | $ 181,692 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION AND NATURE OF BUSINESS | |
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS | Corporate History Carbon Credits International Inc. ( CCII ), which was formed on October 15, 2007 as a Nevada corporation, was the result of a spin off from Carbon Credits Industries, Inc. ( CCI ), its former parent issuer, on October 17, 2007. On December 23, 2011, CCII entered into a merger agreement with Lifestyle Wireless, Inc. ( LWI ), a Washington Corporation, with CCII remaining as the surviving company. The effective date of the merger was January 10, 2012. On July 1, 2013, CCII changed its name to Singlepoint Inc. ( Singlepoint or the Company ). On May 14, 2019, the Company established a subsidiary, Singlepoint Direct Solar LLC ( SDS ), completing the acquisition of certain assets of Direct Solar LLC and AI Live Transfers LLC (See Note 3). The Company owns Fifty One Percent (51%) of the membership interests of SDS. Business The Company looks to acquire businesses and build brands based on technology solutions we believe will increase efficiencies across various markets. We strive to create long-term value for our shareholders by helping our partner companies to increase their market penetration, grow revenue and improve cash flow. We currently have three subsidiaries, Singlepoint Direct Solar LLC ("SDS", 51% interest). ( "DIGS", 90% interest), and ShieldSaver, LLC ( "ShieldSaver", 51% interest). Going Concern The financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2019, the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. These factors raise substantial doubt about the Company s ability to continue as a going concern. The Company's ability to continue in existence is dependent on the Company s ability to develop the Company's businesses and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the near term, management will continue to pursue additional equity financing through private placements of the Company's common stock. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of Singlepoint, DIGS and JAG as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018 (with JAG dissolved on July 26, 2019), the accounts of ShieldSaver as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and the period from August 31, 2018 (acquisition date) through September 30, 2018, and the accounts of SDS as of December 31, 2019 and the period from May 14, 2019 through December 31, 2019. All significant intercompany transactions have been eliminated in consolidation. Revenues It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 606 “Revenue from Contracts with Customers”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. Revenue Sharing In addition to selling the Company’s products to customers, the Company recognizes revenues by sharing commissions with Independent Sales Organizations as an agent on a net basis. These revenues do not comprise a material amount of the Company’s net sales. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of ninety days or less at the time of purchase to be cash equivalents. The Company maintains deposits in financial institutions which are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company had no deposits in excess of amounts insured by the FDIC as of December 31, 2019. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with the Accounting Standards Committee (“ASC”) 815 “Derivatives and Hedging”. It provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or other expense. Upon conversion or exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemption Income Taxes The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carryforward, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for deferred tax assets resulting from this net operating loss carryforward. Earnings (loss) Per Common Share Basic loss per common share has been calculated based upon the weighted average number of common shares outstanding during the period in accordance with the ASC 260-10, “Earnings per Share”. Common stock equivalents are not used in the computation of loss per share, as their effect would be antidilutive. Diluted EPS includes the effect from potential issuance of common stock, including stock issuable pursuant to the assumed exercise of warrants and conversion of convertible notes and Class A Preferred Stock. Dilutive EPS is computed by dividing net income (loss) by the sum of the weighted average number of common stock outstanding, and the dilutive shares. The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares: Year Ended Year Ended December 31, December 31, 2019 2018 Series A Preferred Stock 1,355,000,000 1,273,750,000 Convertible notes 603,436,155 281,787,716 Warrants 10,000,000 10,000,000 Potentially dilutive securities 1,968,436,155 1,565,537,716 Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. Fair Value Measurements On January 1, 2011, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets. Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market. Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use. The Company’s financial instruments consist of cash, accounts receivable, investments, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, accounts receivable, investments, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. The Company’s derivative liabilities have been valued as Level 3 instruments. Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2018 $ – $ – $ 2,215,376 $ 2,215,376 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2019 $ – $ – $ 2,813,150 $ 2,813,150 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2018 and December 31, 2019: Derivative Liability Balance, December 31, 2018 2,215,376 Additions recognized as debt discount 1,500,000 Derivative liability settlements (1,506,515 ) Mark-to-market at December 31, 2019 604,289 Balance, December 31, 2019 $ 2,813,150 Net loss for the year included in earnings relating to the liabilities held at December 31, 2019 $ 604,289 Recently Issued Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement are dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease are disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard was effective for our interim and annual periods beginning January 1, 2019 and was applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We adopted this standard on January 1, 2019. The adoption of this standard resulted in a charge of approximately $14,000 to general and administrative expense for the year ended December 31, 2019. There were various other accounting standards and interpretations issued recently, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows. Management has evaluated these new pronouncements through December 31, 2019. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or cash flows. Subsequent Events Other than the events described in Note 13, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. |
INVESTMENTS, ACQUISITIONS AND G
INVESTMENTS, ACQUISITIONS AND GOODWILL | 12 Months Ended |
Dec. 31, 2019 | |
INVESTMENTS, ACQUISITIONS AND GOODWILL | |
NOTE 3 - INVESTMENTS, ACQUISITIONS AND GOODWILL | Investments The Company records its investments using the cost method. If cost exceeds fair value, an impairment loss is recognized unless the impairment is considered temporary. The Company had total investments of $60,000 as of December 31, 2019 and 2018, respectively. Intangible Asset On August 31, 2017, the Company issued 5,000,000 shares of the Company’s common stock with a fair value of approximately $346,000 in exchange for 1,000,000 WEED tokens, a digital crypto currency, which is reflected as an intangible asset on the accompanying balance sheet at $0 and $0 as of December 31, 2019 and 2018, respectively. The Company periodically reviews the carrying value of intangible assets not subject to amortization to determine whether impairment may exist. Intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the market for digital crypto currency, or other factors. Specifically, a comparison of our crypto currency to published market rates is used to identify potential impairment. The Company performed this evaluation of our intangible asset as of December 31, 2018 and determined impairment in full of $346,000 was necessary, primarily as a result of recent uncertainties in the crypto currency markets. 2019 Asset Acquisition – Direct Solar LLC/ AI Live Transfers LLC On May 14, 2019, the Company, via the formation of SDS, completed the acquisition of certain assets of Direct Solar LLC and AI Live Transfers LLC (the “Acquired Assets”). The Company owns Fifty One Percent (51%) of the membership interests of SDS. In connection with the acquisition of these assets the Company issued an aggregate of 156,058,751 shares of common stock. The Company agreed that it shall reinvest into SDS its portion of distributions of Net Cash Flow (as defined in the Operating Agreement of SDS), if any, up to Two Hundred and Fifty Thousand ($250,000) Dollars per quarter, up to a total of Seven Hundred and Fifty Thousand ($750,000) Dollars. The total value of common stock issued for the purchase of the Acquired Assets was $1,966,340 on the issuance date and was allocated to goodwill based on the workforce acquired. The total purchase price for the Acquired Assets was allocated as follows: Goodwill $ 1,966,340 Current assets - Current liabilities - Total net assets acquired $ 1,966,340 The purchase price consists of the following: Cash - Common Stock 1,966,340 Total purchase price $ 1,966,340 Total revenue of $2,031,743, net loss of $239,534, and contributed net loss of $122,162 after non-controlling interest related to SDS from the acquisition date of May 14, 2019 through December 31, 2019 is included in the Company’s accompanying consolidated statement of operations. ShieldSaver, LLC On August 31, 2018, the Company acquired a 51% equity stake in ShieldSaver, LLC for $170,000 cash and 6,979,167 shares of the Company’s common stock valued at $216,354. As of December 31, 2018, the total purchase price for ShieldSaver, LLC was allocated as follows: Goodwill $ 400,724 Current assets 19,934 Current liabilities (34,304 ) Total net assets acquired $ 386,354 The purchase price consists of the following: Cash 170,000 Common Stock 216,354 Total purchase price $ 386,354 The 2018 acquisition of ShieldSaver LLC contributed approximately $11,000 of revenue and $3,000 of net loss for the year ended December 31, 2018. Goodwill The following table presents details of the Company’s goodwill as of December 31, 2019 and December 31, 2018: ShieldSaver JAG SDS Total Balances at December 31, 2017: $ - $ 362,261 $ - $ 362,261 Aggregate goodwill acquired 400,724 - - 400,724 Impairment losses (400,724 ) (362,261 ) - (762,985 ) Balances at December 31, 2018: - - - - Aggregate goodwill acquired - - 1,966,340 1,966,340 Impairment losses - - - - Balances at December 31, 2019: $ - $ - $ 1,966,340 $ 1,966,340 The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, a goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. The Company used the discounted cash flow method for the impairment testing as of December 31, 2018. The Company performed discounted cash flow analysis projected over five years to estimate the fair value of the reporting unit, using management’s best judgement as to revenue growth rates and expense projections. This analysis indicated cash flows (and discounted cash flows) less than the book value of goodwill. This analysis factored the recent reduction in revenue and projected revenue compared to the Company’s initial projections. The Company determined these were indicators of impairment in goodwill during the year ended December 31, 2018 and impaired the goodwill by $762,985. The Company determined these were indicators of impairment to the value of goodwill related to ShieldSaver and JAG and recorded an impairment of goodwill in full of $762,985 at December 31, 2018. The goodwill as of December 31, 2019 is provisional pending the finalization of the fair valuation of acquired assets. Proforma Information (unaudited) SDS The following unaudited pro forma information presents the consolidated results of the Company’s operations and the results of the acquisition of the Acquired Assets as if the May 14, 2019 acquisition had been consummated on January 1, 2019. Such unaudited pro forma information is based on historical unaudited financial information with respect to the Acquired Assets acquisition and does not include operational or other charges which might have been affected by the Company. The unaudited pro forma information for the years ended December 31, 2019 presented below is for illustrative purposes only and is not necessarily indicative of the results which would have been achieved or results which may be achieved in the future: Year Ended December 31, 2019 Net revenue $ 4,098,382 Net loss $ (8,125,411 ) ShieldSaver The following unaudited pro forma information presents the consolidated results of the Company’s operations and the results of the 2018 acquisition as if the 2018 acquisition of ShieldSaver had been consummated on January 1, 2018. Such unaudited pro forma information is based on historical unaudited financial information with respect to the 2018 acquisition and does not include operational or other charges which might have been affected by the Company. The unaudited pro forma information for the year ended December 31, 2018 presented below is for illustrative purposes only and is not necessarily indicative of the results which would have been achieved or results which may be achieved in the future: Year Ended December 31, 2018 Net revenue $ 1,156,072 Net loss $ (8,125,956 ) |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
CONVERTIBLE NOTES PAYABLE | |
NOTE 4 - CONVERTIBLE NOTES PAYABLE | Convertible notes payable consisted of the following: December 31, 2019 December 31, 2018 Convertible note payable with an accredited investor dated October 31, 2017, with interest at 0%, due October 31, 2017, convertible at $0.007 per share. This note is currently in default. 10,500 10,500 Convertible note payable to investor (the “CVP Note”) dated October 10, 2017, with interest at 10%, an Original Issue Discount (“OID”) of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at a discount of 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The CVP Note provides for additional tranches of a maximum of $3,970,000, which includes OID of 10%. The note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The CVP Note is secured by substantially all assets of the Company. The investor converted a total of $444,500 of principal and accrued interest of this note into 105,875,646 shares of the Company’s common stock during the years ended December 31, 2019. Additionally, the Company repaid $40,000 of this note during the years ended December 31, 2019. This note was repaid in full on March 17, 2020. 100,235 547,749 Convertible note payable to investor (the “UAHC Note”) dated October 10, 2017, with interest at 10%, an OID of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at a discount of 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The UAHC Note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The UAHC Note is secured by substantially all assets of the Company. The investor converted a total of $125,000 of principal and accrued interest of this note into 29,543,067 shares of the Company’s common stock during the years ended December 31, 2019. Additionally, the Company repaid $50,000 of this note during the years ended December 31, 2019. This note is currently in default. 619,490 670,000 Convertible note payable, to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $225,000 and legal fees of $20,000. The Iliad Note bears interest at 10% and matures on November 5, 2020. Total available under note is $5,520,000, including $500,000 OID (and $20,000 in legal fees taken on first $500,000 tranche). The Iliad Note is convertible into shares of the Company’s common stock after 180 days at a discount of 35% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The Company borrowed $1,925,000 (including OID of $175,000) under this note during the years ended December 31, 2019. The Iliad Note is secured by substantially all assets of the Company. 2,495,000 570,000 Total convertible notes payable 3,225,225 1,798,249 Less debt discounts (1,154,327 ) (1,141,396 ) Convertible notes payable, net 2,070,898 656,853 Less current portion of convertible notes, net (2,070,898 ) (156,853 ) Long-term convertible notes payable, net $ - $ 500,000 Aggregate maturities of long-term debt as of December 31, 2019 are due in future years as follows: 2020 $ 2,070,898 $ 2,070,898 Total amortization of debt discounts was $1,662,068 and $650,672 for the years ended December 31, 2019 and 2018, respectively. Accrued interest on the above notes payable totaled $227,352 and $96,100 as of December 31, 2019 and 2018, respectively. Interest expense for the above notes payable for the years ended December 31, 2019 and 2018 was $300,168 and $140,830, respectively. |
OBLIGATIONS UNDER CAPITAL LEASE
OBLIGATIONS UNDER CAPITAL LEASE | 12 Months Ended |
Dec. 31, 2019 | |
OBLIGATIONS UNDER CAPITAL LEASE | |
Note 5 - OBLIGATIONS UNDER CAPITAL LEASE | The Company leases approximately 1,400 square feet of office space at 2999 North 44th Street, Phoenix, Arizona 85018 at a monthly rent of $3,270 through January 31, 2023 at a monthly base rent of $3,618, increasing to $3,688 and $3,758 per month during the second and third year of the lease, respectively. On July 2, 2019, the Company executed a lease agreement for an industrial building space in California for 24 months at base rent of $2,400 per month through June 30, 2021. The above leases are classified as capital leases under ASC 842 which the Company adopted in 2019. The following is a summary of property held under these capital leases at December 31, 2019 and 2018: December 31, December 31, 2019 2018 Office and warehouse facilities $ 224,037 $ - Accumulated amortization (87,106 ) - Total $ 136,931 $ - Future maturities of obligations under capital leases are as follows: Years Ending December 31, 2020 $ 71,872 2021 58,585 2022 45,020 2023 3,758 Total minimum lease payments 179,235 Amounts representing interest (21,616 ) $ 157,619 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 2019 | |
DERIVATIVE LIABILITY | |
NOTE 6 - DERIVATIVE LIABILITY | Derivative Liability- Debt The fair value of the described embedded derivative on all convertible debt was valued at $2,813,150 and $2,215,376 at December 31, 2019 and 2018, respectively, which was determined using the Black Scholes Pricing Model with the following assumptions: Dividend yield: 0 % Term 0 – 2.0 year Volatility 107.0%–133.0% Risk free rate: 1.54–2.60% For the years ended December 31, 2019 and 2018, the Company adjusted the recorded fair value of the derivative liability on debt to market resulting in non-cash, non-operating loss of $604,289 and $1,187,048 for the years ended December 31, 2019 and 2018, respectively. Note 2 contains a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2019. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 12 Months Ended |
Dec. 31, 2019 | |
STOCKHOLDERS DEFICIT | |
NOTE 7 - STOCKHOLDERS DEFICIT | Class A Convertible Preferred Shares As of December 31, 2019 and 2018, the Company had authorized 100,000,000 and 60,000,000 shares, respectively, of preferred stock, $0.0001 per value per share, of which 60,000,000 shares are designated as Series A Convertible Preferred Stock ( Class A Stock ) with $0.0001 par value per share, of which 54,200,000 and 50,950,000 shares were issued and outstanding as of December 31, 2019 and 2018, respectively. As of December 31, 2019, a total of 40,000,000 shares of preferred stock remain undesignated and unissued. Each share of Class A Stock is convertible at any time into 25 shares of common stock, totaling 1,355,000,000 shares of common stock assuming full conversion of all outstanding shares. No dividends are payable unless declared by the Board of Directors. Each share of Class A Stock votes with the shares of Common Stock and is entitled to 50 votes per share and ranks senior to all other classes of stock in liquidation in the amount of $1 per share. Shares issued during the years ended December 31, 2019 On January 3, 2019, the Company issued 10,500,000, shares of common stock to a former director for the conversion of 1,750,000 shares of Class A Stock. On May 23, 2019, the Company issued 100,000,000 shares of common stock to the Company s CEO for the conversion of 4,000,000 shares of Class A Stock. On May 31, 2019, the Company issued a total of 10,000,000 shares of Class A Stock to directors for compensation resulting in compensation expense of $3,100,000. On July 22, 2019 and August 2, 2019, the Company issued an aggregate of 25,000,000 shares of common stock to a director of the Company for the conversion of an aggregate of 1,000,000 shares of Class A Stock. Shares issued during the years ended December 31, 2018 On January 8, 2018, the Company s CEO converted 3,000,000 shares of the Company s Class A Stock into 75,000,000 shares of the Company s common stock. On January 31, 2018, the Company s president converted 800,000 shares of the Company s Class A Stock into 20,000,000 shares of the Company s common stock. On September 12, 2018, the Company issued 1,000,000 shares of the Company s Class A Stock with a value of $710,000 to a director for services. On December 31, 2018, the Company issued 6,000,000 shares of the Company s Class A Stock with a value of $1,784,400 to directors for services. Common Shares As of December 31, 2019, the Company s authorized common stock was 5,000,000,000 and 2,000,000,000 shares, respectively, at $0.0001 par value per share, with 1,698,279,820 and 1,236,319,023 shares issued and outstanding as of December 31, 2019 and 2018, respectively. Shares issued during the year ended December 31, 2019 During the years ended December 31, 2019, the Company issued an aggregate of 135,418,713 shares of common stock to two investors for the conversion of a total of $469,500 of convertible debt and accrued interest. On March 1, 2019, the Company issued an aggregate of 8,000,000 shares of common stock to a consultant for consulting services at a price of $0.10 per share. The fair value of these shares of $800,000 was included in accrued expenses as of December 31, 2018 and in consulting fees for the year ended December 31, 2018. On May 16, 2019, the Company issued an aggregate of 156,058,751 shares related the acquisition of the Acquired Assets at a price of $0.0126 per share (See Note 3). In August and September 2019, the Company issued an aggregate of 23,483,333 shares of common stock to consultants for services at prices ranging from $0.0130 to $0.0184 per share with an aggregate value of $324,050. In October 2019, the Company issued 3,500,000 shares of common stock to consultants for services at a price of $0.0143 per share with an aggregate value of $50,000. Shares issued during the Year ended December 31, 2018 On February 15, 2018, a convertible note holder converted $110,000 of convertible debt (the SB Notes ) into 55,000,000 shares of the Company s common stock at a price of $0.002 per share. On February 22, 2018, the Company issued 25,000,000 shares of the Company s common stock to Corey Lambrecht, a related party noteholder, for conversion of $50,000 of notes purchased from Stockbridge Enterprises, L.P. (the SB Notes ), at a price of $0.002 per share. On March 7, 2018, the Company issued 600,000 shares of the Company s common stock to a consultant for services. On March 12, 2018, the Company issued 25,000,000 shares of the Company s common stock to a noteholder for conversion of $50,000 of the SB Notes, at a price of $0.002 per share. On April 3, 2018, the Company issued 1,428,571 shares of the Company s common stock to a noteholder for conversion of a convertible note payable at a price of $0.007 per share. On July 2, 2018, the Company issued 23,372,000 shares of the Company s common stock to a noteholder to for $46,744 of accrued interest. On August 31, 2018, the Company issued 6,979,167 shares of the Company s common stock with a value of $216,354 for an equity interest in ShieldSaver. In October 2018, the Company issued 9,664,637 shares of common stock to a noteholder for the conversion of $100,000 of debt. In November 2018, the Company issued 10,316,723 shares of common stock to a noteholder for the conversion of $100,000 of debt. In December 2018, the Company issued 23,372,000 shares of common stock to a noteholder for the conversion of $46,744 of accrued interest. In December 2018, the Company issued 25,000,000 shares of common stock to a noteholder for the conversion of $250,000 of debt. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
NOTE 8 - RELATED PARTY TRANSACTIONS | Accrued Officer Compensation As of December 31, 2019 and 2018, a total of $588,611 and $349,000, respectively, was accrued for unpaid officer wages due the Company s CEO and President under their respective employment agreements. Other As of December 31, 2019 and 2018, a total of $16,619 and $22,574 was due our CEO and our President and is included in accounts payable. As of December 31, 2019 and 2018, a total of $2,892 was due the founder of DIGS and is included in accounts payable. The Company s CEO advanced the Company funds during 2019 and 2018, with a balance due of $735,000 and $585,000 respectively, plus accrued interest of $96,273 and $18,030 as of December 31, 2019 and 2018, respectively. These balances accrue interest at 12% beginning on October 1, 2018, are unsecured and due on demand. Total interest expense on the advances totaled $78,243 and $18,030 for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, a total of $15,222 and $10,738, respectively, was due to the founder of DIGS for advances to DIGS. As of December 31, 2019 and 2018, a total of $32,020 was due to an entity owned by the founder of ShieldSaver for advances to ShieldSaver prior to the Company s acquisition of ShieldSaver on August 31, 2018. The founder of ShieldSaver is also the founder of JAG and is a related party. DIGS previously sub-leased space on a month-to-month basis from an entity controlled by the founder of DIGS. Total payments related to this sub-lease for the years ended December 31, 2019 and 2018 were $0 and $11,375, respectively. In March 2020, the board of directors authorized the conversion of amounts payable to the Company s officers to the Company s common stock. The amounts are convertible at the option of the officer at a conversion price of $0.01 per share. See Note 7 for related party share issuances to directors and other related parties of the Company. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 9 - COMMITMENTS AND CONTINGENCIES | Employment Agreements In May 2018 the Company entered into an employment agreement with Mr. Lambrecht. The agreement provided that Mr. Lambrecht would serve as CEO and CFO of the Company for a term of three years at an annual salary of Two Hundred Twenty Thousand Dollars ($220,000), and an incentive bonus as determined by the board of directors. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such term. In May 2018 the Company entered into an employment agreement with Mr. Ralston. The agreement provided that Mr. Ralston would serve as President of the Company for a term of three years at an annual salary of One Hundred Thousand Dollars ($100,000), and an incentive bonus as determined by the board of directors. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such term. |
REVENUE CLASSES AND CONCENTRATI
REVENUE CLASSES AND CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2019 | |
REVENUE CLASSES AND CONCENTRATIONS | |
NOTE 10 - REVENUE CLASSES AND CONCENTRATIONS | Selected financial information for the Company’s operating revenue for disaggregated revenue purposes are as follows: Years Ended December 31, Years Ended December 31, 2019 2018 Retail $ 158,903 $ 191,135 Distribution 521,013 - Services 2,663,917 963,536 Total $ 3,343,833 $ 1,154,671 One customer comprised approximately 13% of the Company’s revenue for year ended December 31, 2019. Two customers represented approximately 70% and 17%, respectively, of the Company’s accounts receivable balance as of December 31, 2019. There were no significant concentrations as of and for the year ended December 31, 2018. |
DISPOSAL OF SUBSIDIARY
DISPOSAL OF SUBSIDIARY | 12 Months Ended |
Dec. 31, 2019 | |
Note 11 - DISPOSAL OF SUBSIDIARY | On July 26, 2019 a Statement of Dissolution was filed with the Colorado Secretary of State dissolving JAG as a result of the Company s strategic shift away from the glass installation services market. The dissolution resulted in a gain on disposal of subsidiary $55,694 and the elimination of JAG s 49% non-controlling interest of $109,153 during the year ended December 31, 2019. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
NOTE 12 - INCOME TAXES | The components of income tax expense for the years ended December 31, 2019 and 2018 consist of the following: 2019 2018 Federal tax statutory rate 21.0 % 21.0 % Permanent differences (11.6% ) (13.2% ) Valuation allowance (9.4% ) (7.8% ) Effective rate 0 % 0 % Significant components of the Company’s estimated deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 1,238,000 $ 1,003,000 Temporary differences 1,334,000 1,113,000 Total deferred tax asset 2,572,000 2,116,000 Valuation allowance (2,572,000 ) (2,116,000 ) The Company has net operating losses (“NOLs”) as of December 31, 2019 of approximately $6,000,000 for federal tax purposes, which will expire in varying amounts through 2039. The Company may be able to utilize its NOLs to reduce future federal and state income tax liabilities. However, these NOLs are subject to various limitations under Internal Revenue Code ("IRC") Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. In addition, the NOL carry-forwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is possible that the utilization of the NOLs could be substantially limited. The Company has no tax provision for the years ended December 31, 2019 or 2018 due to the net losses and full valuation allowances against net deferred tax assets. The Tax Cuts and Jobs Act (the Act) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21% and will require the Company to re-measure certain deferred tax assets and liabilities based on the rates at which they are anticipated to reverse in the future, which is generally 21%. The Company adopted the new rate as it relates to the calculations of deferred tax amounts as of December 31, 2017. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 13 - SUBSEQUENT EVENTS | On January 13, 2020, the Company issued 10,000,000 shares of common stock to a consultant for services with a fair value of $0.0088 per share. In January 2020, the Company entered into an employment agreement with Corey Lambrecht, to serve as the Chief Financial Officer of the Company effective January 1, 2017. The following is a summary of the material terms of the employment agreement (all capitalized terms not otherwise defined herein are defined in the employment agreement): term is for a period of one year; salary is Eighty Thousand Dollars ($80,000.00) per year; if employment is terminated as a result of his death or Disability, the Company shall pay the Base Salary and any accrued but unpaid Bonus and expense reimbursement amounts through the date of his Death or Disability and a lump sum payment equal to $40,000 (at the time his Death or Disability occurs) within 30 days of his Death or Disability; If employment is terminated by the Board for Cause, then the Company shall pay the Base Salary and Bonus earned through the date of his termination; If employment is terminated by the upon the occurrence of a Change of Control or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to the Base Salary for a period of six (6) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iii) pay the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iv) pay expense reimbursement amounts through the date of termination. On January 28, 2020, the Company issued 17,774,618 shares of common stock to an investor for the conversion of $50,000 of convertible debt and accrued interest. On January 30, 2020, the Company adopted the 2019 Equity Incentive Plan (the “Plan”) to provide additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. On January 30, 2020, the Company amended its Articles of Incorporation and authorized 5,000,000,000 shares of common stock (previously 2,000,000,000 shares) and 100,000,000 shares of preferred stock (previously 60,000,000 shares), of which 60,000,000 shares are designated as Class A Convertible Preferred Stock and 40,00,000 shares of preferred stock remain undesignated. The Company has retroactively reflected this amendment as of December 31, 2019. In January and February 2020, the Company’s CEO advanced an aggregate of $100,000 to the Company (see Note 8). Securities Purchase Agreement and 10% Convertible Redeemable Note On March 11, 2020, the Company entered a Securities Purchase Agreement (the “Securities Purchase Agreement”) with GS Capital Partners, LLC (the “Investor”), whereby the investor agreed to purchase an aggregate of $1,440,000 principal amount of 10% Convertible Redeemable Note (the “Note”). Below is a description of the material terms of the transaction (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the related agreement). The date and time of the first issuance and sale of the first $360,000 portion of the Note pursuant to the Securities Purchase Agreement, the Company will sell and the Investor shall purchase, a $360,000 portion of the $1,440,000 purchase amount under this Agreement. The purchase price for the $360,000 portion shall be $330,000 representing the original issue discount of $30,000. The Investor retains the right to purchase the unfunded balance of the $1,440,000 Note (the “Unfunded Balance”) for a period of nine months, provided that each purchase must be in an amount of no less than $360,000. Any rights to purchase a portion of the Unfunded Balance outstanding after nine months shall be terminated and the Investor shall have no rights to purchase the Unfunded Balance. The Investor is entitled, at its option, to convert all or any amount of the principal face amount of the Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 75% Interest on any unpaid principal balance of the Note shall be paid at the rate of 10% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares") or in cash at the option of the Company. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of the Note to the date of such notice. The Notes may be prepaid or assigned with the following penalties/premiums: PREPAY DATE PREPAY AMOUNT ≤ 60 days 110% of principal plus accrued interest 61- 120 days 120% of principal plus accrued interest 120-180 days 130% of principal plus accrued interest Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem the Note in cash for the highest prepayment amount then in effect, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of the Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) of the Note the penalty shall be $250 per day the shares are not issued beginning on the 4 th th Debt Conversion On March 17, 2020, a noteholder converted $53,420 of the CVP Note into 14,259,895 shares of the Company’s common stock and $25,000 in cash repayment from the Company. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ( U.S. GAAP ). |
Principles of Consolidation | The consolidated financial statements include the accounts of Singlepoint, DIGS and JAG as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018 (with JAG dissolved on July 26, 2019), the accounts of ShieldSaver as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and the period from August 31, 2018 (acquisition date) through September 30, 2018, and the accounts of SDS as of December 31, 2019 and the period from May 14, 2019 through December 31, 2019. All significant intercompany transactions have been eliminated in consolidation. |
Revenues | It is the Company s policy that revenue from product sales or services will be recognized in accordance with ASC 606 Revenue from Contracts with Customers . The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company s previous accounting practices, the treatment of shipping and handling activities under Topic 606 did not have any impact on the Company s results of operations, financial condition and/or financial statement disclosures. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company s policy is to record revenue when control of the goods transfers to the customer. |
Revenue Sharing | In addition to selling the Company s products to customers, the Company recognizes revenues by sharing commissions with Independent Sales Organizations as an agent on a net basis. These revenues do not comprise a material amount of the Company s net sales. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with the original maturities of ninety days or less at the time of purchase to be cash equivalents. The Company maintains deposits in financial institutions which are insured by the Federal Deposit Insurance Corporation ( FDIC ). The Company had no deposits in excess of amounts insured by the FDIC as of December 31, 2019. |
Convertible Instruments | The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with the Accounting Standards Committee ( ASC ) 815 Derivatives and Hedging . It provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or other expense. Upon conversion or exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemption. |
Income Taxes | The Company accounts for its income taxes in accordance with ASC 740 Income Taxes , which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carryforward, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for deferred tax assets resulting from this net operating loss carryforward. |
Earnings (loss) Per Common Share | Basic loss per common share has been calculated based upon the weighted average number of common shares outstanding during the period in accordance with the ASC 260-10, “Earnings per Share”. Common stock equivalents are not used in the computation of loss per share, as their effect would be antidilutive. Diluted EPS includes the effect from potential issuance of common stock, including stock issuable pursuant to the assumed exercise of warrants and conversion of convertible notes and Class A Preferred Stock. Dilutive EPS is computed by dividing net income (loss) by the sum of the weighted average number of common stock outstanding, and the dilutive shares. The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares: Year Ended Year Ended December 31, December 31, 2019 2018 Series A Preferred Stock 1,355,000,000 1,273,750,000 Convertible notes 603,436,155 281,787,716 Warrants 10,000,000 10,000,000 Potentially dilutive securities 1,968,436,155 1,565,537,716 |
Use of Estimates in the Preparation of Financial Statements | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. |
Fair Value Measurements | On January 1, 2011, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets. Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market. Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use. The Company’s financial instruments consist of cash, accounts receivable, investments, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, accounts receivable, investments, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. The Company’s derivative liabilities have been valued as Level 3 instruments. Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2018 $ – $ – $ 2,215,376 $ 2,215,376 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2019 $ – $ – $ 2,813,150 $ 2,813,150 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2018 and December 31, 2019: Derivative Liability Balance, December 31, 2018 2,215,376 Additions recognized as debt discount 1,500,000 Derivative liability settlements (1,506,515 ) Mark-to-market at December 31, 2019 604,289 Balance, December 31, 2019 $ 2,813,150 Net loss for the year included in earnings relating to the liabilities held at December 31, 2019 $ 604,289 |
Recently Issued Accounting Pronouncements | Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement are dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease are disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard was effective for our interim and annual periods beginning January 1, 2019 and was applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We adopted this standard on January 1, 2019. The adoption of this standard resulted in a charge of approximately $14,000 to general and administrative expense for the year ended December 31, 2019. There were various other accounting standards and interpretations issued recently, none of which are expected to have a material impact on the Company s financial position, operations or cash flows. Management has evaluated these new pronouncements through December 31, 2019. |
Reclassification of Prior Year Presentation | Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or cash flows. |
Subsequent Events | Other than the events described in Note 13, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | |
Schedule of antidilutive securities excluded from computation of earnings per share | Year Ended Year Ended December 31, December 31, 2019 2018 Series A Preferred Stock 1,355,000,000 1,273,750,000 Convertible notes 603,436,155 281,787,716 Warrants 10,000,000 10,000,000 Potentially dilutive securities 1,968,436,155 1,565,537,716 |
Schedule of derivative liabilities at fair value | Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2018 $ – $ – $ 2,215,376 $ 2,215,376 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2019 $ – $ – $ 2,813,150 $ 2,813,150 |
Changes in the fair value of the Company's Level 3 financial liabilities | Derivative Liability Balance, December 31, 2018 2,215,376 Additions recognized as debt discount 1,500,000 Derivative liability settlements (1,506,515 ) Mark-to-market at December 31, 2019 604,289 Balance, December 31, 2019 $ 2,813,150 Net loss for the year included in earnings relating to the liabilities held at December 31, 2019 $ 604,289 |
INVESTMENTS, ACQUISITIONS AND_2
INVESTMENTS, ACQUISITIONS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INVESTMENTS, ACQUISITIONS AND GOODWILL | |
Fair value of assets acquired | Goodwill $ 1,966,340 Current assets - Current liabilities - Total net assets acquired $ 1,966,340 The purchase price consists of the following: Cash - Common Stock 1,966,340 Total purchase price $ 1,966,340 |
Schedule of purchase price of assets | Goodwill $ 400,724 Current assets 19,934 Current liabilities (34,304 ) Total net assets acquired $ 386,354 The purchase price consists of the following: Cash 170,000 Common Stock 216,354 Total purchase price $ 386,354 |
Schedule of goodwill | ShieldSaver JAG SDS Total Balances at December 31, 2017: $ - $ 362,261 $ - $ 362,261 Aggregate goodwill acquired 400,724 - - 400,724 Impairment losses (400,724 ) (362,261 ) - (762,985 ) Balances at December 31, 2018: - - - - Aggregate goodwill acquired - - 1,966,340 1,966,340 Impairment losses - - - - Balances at December 31, 2019: $ - $ - $ 1,966,340 $ 1,966,340 |
Schedule of Proforma Information | Year Ended December 31, 2019 Net revenue $ 4,098,382 Net loss $ (8,125,411 ) Year Ended December 31, 2018 Net revenue $ 1,156,072 Net loss $ (8,125,956 ) |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
CONVERTIBLE NOTES PAYABLE (Tables) | |
Schedule of Convertible notes payable | Convertible notes payable consisted of the following: December 31, 2019 December 31, 2018 Convertible note payable with an accredited investor dated October 31, 2017, with interest at 0%, due October 31, 2017, convertible at $0.007 per share. This note is currently in default. 10,500 10,500 Convertible note payable to investor (the “CVP Note”) dated October 10, 2017, with interest at 10%, an Original Issue Discount (“OID”) of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at a discount of 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The CVP Note provides for additional tranches of a maximum of $3,970,000, which includes OID of 10%. The note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The CVP Note is secured by substantially all assets of the Company. The investor converted a total of $444,500 of principal and accrued interest of this note into 105,875,646 shares of the Company’s common stock during the years ended December 31, 2019. Additionally, the Company repaid $40,000 of this note during the years ended December 31, 2019. This note was repaid in full on March 17, 2020. 100,235 547,749 Convertible note payable to investor (the “UAHC Note”) dated October 10, 2017, with interest at 10%, an OID of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at a discount of 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The UAHC Note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The UAHC Note is secured by substantially all assets of the Company. The investor converted a total of $125,000 of principal and accrued interest of this note into 29,543,067 shares of the Company’s common stock during the years ended December 31, 2019. Additionally, the Company repaid $50,000 of this note during the years ended December 31, 2019. This note is currently in default. 619,490 670,000 Convertible note payable, to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $225,000 and legal fees of $20,000. The Iliad Note bears interest at 10% and matures on November 5, 2020. Total available under note is $5,520,000, including $500,000 OID (and $20,000 in legal fees taken on first $500,000 tranche). The Iliad Note is convertible into shares of the Company’s common stock after 180 days at a discount of 35% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The Company borrowed $1,925,000 (including OID of $175,000) under this note during the years ended December 31, 2019. The Iliad Note is secured by substantially all assets of the Company. 2,495,000 570,000 Total convertible notes payable 3,225,225 1,798,249 Less debt discounts (1,154,327 ) (1,141,396 ) Convertible notes payable, net 2,070,898 656,853 Less current portion of convertible notes, net (2,070,898 ) (156,853 ) Long-term convertible notes payable, net $ - $ 500,000 |
Schedule of maturities of long term debt | 2020 $ 2,070,898 $ 2,070,898 |
OBLIGATIONS UNDER CAPITAL LEA_2
OBLIGATIONS UNDER CAPITAL LEASE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
OBLIGATIONS UNDER CAPITAL LEASE | |
Summary of property held under capital leases | December 31, December 31, 2019 2018 Office and warehouse facilities $ 224,037 $ - Accumulated amortization (87,106 ) - Total $ 136,931 $ - |
Summary of Future maturities of obligations | Years Ending December 31, 2020 $ 71,872 2021 58,585 2022 45,020 2023 3,758 Total minimum lease payments 179,235 Amounts representing interest (21,616 ) $ 157,619 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
DERIVATIVE LIABILITY (Tables) | |
Schedule of fair value of the derivative liability | Dividend yield: 0% Term 0 2.0 year Volatility 107.0% 133.0% Risk free rate: 1.54 2.60% |
REVENUE CLASSES AND CONCENTRA_2
REVENUE CLASSES AND CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
REVENUE CLASSES AND CONCENTRATIONS (Tables) | |
Summary of operating revenue for disaggregated revenue purposes | Years Ended December 31, Years Ended December 31, 2019 2018 Retail $ 158,903 $ 191,135 Distribution 521,013 - Services 2,663,917 963,536 Total $ 3,343,833 $ 1,154,671 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
Schedule of components of income tax expense | 2019 2018 Federal tax statutory rate 21.0 % 21.0 % Permanent differences (11.6% ) (13.2% ) Valuation allowance (9.4% ) (7.8% ) Effective rate 0 % 0 % |
Schedule of deferred tax assets and liabilities | 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 1,238,000 $ 1,003,000 Temporary differences 1,334,000 1,113,000 Total deferred tax asset 2,572,000 2,116,000 Valuation allowance (2,572,000 ) (2,116,000 ) |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2019 | May 14, 2019 | Aug. 31, 2018 | |
State or country of incorporation | Nevada | ||
Incorporation date | Oct. 15, 2007 | ||
Discount Garden Supply [Member] | |||
Equity ownership, percentage | 90.00% | ||
Shield Saver, LLC [Member] | |||
Equity ownership, percentage | 51.00% | 51.00% | |
Direct Solar, LLC [Member] | |||
Equity ownership, percentage | 51.00% |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Potentially dilutive securities | 1,968,436,155 | 1,565,537,716 |
Warrants [Member] | ||
Potentially dilutive securities | 10,000,000 | 10,000,000 |
Convertible Notes [Member] | ||
Potentially dilutive securities | 603,436,155 | 281,878,716 |
Series A Preferred Stock [Member] | ||
Potentially dilutive securities | 1,355,000,000 | 1,273,750,000 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair value of convertible notes derivative liability | $ 2,813,150 | $ 2,215,376 |
Level 1 [Member] | ||
Fair value of convertible notes derivative liability | ||
Level 2 [Member] | ||
Fair value of convertible notes derivative liability | ||
Level 3 [Member] | ||
Fair value of convertible notes derivative liability | $ 2,813,150 | $ 2,215,376 |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | ||
Derivative liability, Additions recognized as debt discount | $ 1,500,000 | $ 1,219,714 |
Derivative liability settlements | (1,506,515) | |
Derivative liability, Mark-to-market at December 31, 2019 | 604,289 | |
Derivative liability, Balance, December 31, 2019 | 2,813,150 | 2,215,376 |
Net loss for the year included in earnings relating to the liabilities held at December 31, 2019 | $ 604,289 | $ 1,187,048 |
BASIS OF PRESENTATION AND SUM_7
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
General and administrative expenses | $ 14,000 |
INVESTMENTS, ACQUISITIONS AND_3
INVESTMENTS, ACQUISITIONS AND GOODWILL (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
INVESTMENTS, ACQUISITIONS AND GOODWILL (Details) | ||
Goodwill | $ 1,966,340 | $ 400,724 |
Current assets | 19,934 | |
Current liabilities | (34,304) | |
Total net assets acquired | 1,966,340 | 386,354 |
The purchase price consists of the following: | ||
Cash | $ 170,000 | |
Common Stock | 1,966,340 | 216,354 |
Total purchase price | $ 1,966,340 | $ 386,354 |
INVESTMENTS, ACQUISITIONS AND_4
INVESTMENTS, ACQUISITIONS AND GOODWILL (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balances at Beginning | $ 362,261 | |
Aggregate goodwill acquired | 1,966,340 | 400,724 |
Impairment losses | (762,985) | |
Balances at End | 1,966,340 | |
Shield Saver, LLC [Member] | ||
Balances at Beginning | ||
Aggregate goodwill acquired | 400,724 | |
Impairment losses | (400,724) | |
Balances at End | ||
SDS [Member] | ||
Balances at Beginning | ||
Aggregate goodwill acquired | 1,966,340 | |
Impairment losses | ||
Balances at End | 1,966,340 | |
JAG [Member] | ||
Balances at Beginning | ||
Aggregate goodwill acquired | ||
Impairment losses | (362,261) | |
Balances at End |
INVESTMENTS, ACQUISITIONS AND_5
INVESTMENTS, ACQUISITIONS AND GOODWILL (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
INVESTMENTS, ACQUISITIONS AND GOODWILL | ||
Net revenue | $ 4,098,382 | $ 1,156,072 |
Net loss | $ (8,125,411) | $ (8,125,956) |
INVESTMENTS, ACQUISITIONS AND_6
INVESTMENTS, ACQUISITIONS AND GOODWILL (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2018 | Aug. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | May 16, 2019 | May 14, 2019 | |
Investment | $ 60,000 | $ 60,000 | ||||
Total value of common stock issued | 1,966,340 | |||||
Impairment of goodwill | 762,985 | |||||
Impairment of goodwill | (762,985) | |||||
Revenue | 3,343,833 | 1,154,671 | ||||
Net loss | $ (8,068,733) | $ (8,105,909) | ||||
Common share issued | 1,698,279,820 | 1,236,319,023 | ||||
Shield Saver, LLC [Member] | ||||||
Impairment of goodwill | $ (400,724) | |||||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% | ||||
Description of Equity Method Investment | the Company acquired a 51% equity stake in ShieldSaver, LLC for $170,000 cash and 6,979,167 shares of the Company’s common stock valued at $216,354 | |||||
Revenue | $ 11,000 | |||||
Net loss | (3,000) | |||||
Direct Solar, LLC [Member] | ||||||
Equity Method Investment, Ownership Percentage | 51.00% | |||||
Revenue | $ 2,031,743 | |||||
Net loss | $ (239,534) | |||||
Investment description | The Company agreed that it shall reinvest into SDS its portion of distributions of Net Cash Flow (as defined in the Operating Agreement of SDS), if any, up to Two Hundred and Fifty Thousand ($250,000) Dollars per quarter, up to a total of Seven Hundred and Fifty Thousand ($750,000) Dollars. | |||||
Common share issued | 156,058,751 | 156,058,751 | ||||
Membership interest | 51.00% | |||||
Contributed net loss | $ 122,162 | |||||
Common stock shares issued in exchange of WEED tokens, Shares | 5,000,000 | |||||
Common stock shares issued in exchange of WEED tokens, Amount | $ 346,000 | |||||
Description of WEED tokens | Exchange for 1,000,000 WEED tokens, a digital crypto currency, which is reflected as an intangible asset on the accompanying balance sheet at $0 and $0 as of December 31, 2018 and 2017, respectively. | |||||
Impairment of intangible asset, crypto currency | 346,000 | |||||
Shield Saver, LLC and JAG [Member] | ||||||
Impairment of goodwill | $ 762,985 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total convertible notes payable | $ 3,225,225 | $ 1,798,249 |
Less debt discounts | (1,154,327) | (1,141,396) |
Convertible notes payable, net | 2,070,898 | 656,853 |
Less current portion of convertible notes | (2,070,898) | (156,853) |
Long-term convertible notes payable | 500,000 | |
Convertible Notes [Member] | ||
Total convertible notes payable | 10,500 | 10,500 |
Total convertible notes payable | 619,490 | 670,000 |
Convertible Notes Payable One [Member] | ||
Total convertible notes payable | 100,235 | 547,749 |
Convertible Notes Payable Two [Member] | ||
Total convertible notes payable | $ 2,495,000 | $ 570,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) | Dec. 31, 2019USD ($) |
CONVERTIBLE NOTES PAYABLE (Details 1) | |
2020 | $ 2,070,898 |
Total long-term debt | $ 2,070,898 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONVERTIBLE NOTES PAYABLE (Details) | ||
Amortization of debt discounts | $ (1,662,068) | $ (650,672) |
Interest expenses | 300,168 | 140,830 |
Accrued interest | $ 227,352 | $ 96,100 |
OBLIGATIONS UNDER CAPITAL LEA_3
OBLIGATIONS UNDER CAPITAL LEASE (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, net | $ 136,931 | |
Office and warehouse facilities[Member] | ||
Property, net | 224,037 | |
Accumulated Amortization[Member] | ||
Property, net | $ (87,106) |
OBLIGATIONS UNDER CAPITAL LEA_4
OBLIGATIONS UNDER CAPITAL LEASE (Details 1) | Dec. 31, 2019USD ($) |
Years Ending December 31, | |
2020 | $ 71,872 |
2021 | 58,585 |
2022 | 45,020 |
2023 | 3,758 |
Total minimum lease payments | 179,235 |
Amounts representing interest | (21,616) |
Lease payment due | $ 157,619 |
OBLIGATIONS UNDER CAPITAL LEA_5
OBLIGATIONS UNDER CAPITAL LEASE (Details Narrative) - Lease Agreements [Member] | 12 Months Ended |
Dec. 31, 2019USD ($)ft² | |
June 30, 2021 [Member] | California [Member] | |
Monthly rental payment | $ 2,400 |
Period of lease | 24 months |
January 31, 2023 [Member] | |
Monthly rental payment | $ 3,270 |
Area leased | ft² | 1,400 |
Address of property | 2999 North 44th Street, Phoenix, Arizona 85018 |
Payment of rent, description | At a monthly base rent of $3,618, increasing to $3,688 and $3,758 per month during the second and third year of the lease, respectively. |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Dividend yield: | 0.00% |
Minimum [Member] | |
Term | 0 years |
Volatility | 107.00% |
Risk free rate: | 1.54% |
Maximum [Member] | |
Term | 2 years |
Volatility | 133.00% |
Risk free rate: | 2.60% |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
DERIVATIVE LIABILITY (Details Narrative) | ||
Fair value of convertible notes derivative liability | $ 2,813,150 | $ 2,215,376 |
Gain (loss) on change in fair value of derivative liability | $ (604,289) | $ (1,187,048) |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) | Jan. 03, 2019shares | Apr. 03, 2018$ / sharesshares | Mar. 12, 2018USD ($)$ / sharesshares | Mar. 07, 2018shares | May 31, 2019USD ($)shares | May 23, 2019shares | May 16, 2019$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Nov. 30, 2018USD ($)shares | Oct. 31, 2018USD ($)shares | Jul. 02, 2018USD ($)shares | Feb. 22, 2018USD ($)$ / sharesshares | Feb. 15, 2018USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)integer$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Oct. 09, 2019USD ($)$ / sharesshares | May 14, 2019shares | Sep. 12, 2018USD ($)shares |
Common stock issued for conversion of debt, shares issued | 1,428,571 | ||||||||||||||||||
Common stock price per share | $ / shares | $ 0.007 | ||||||||||||||||||
Issuance of common shares for services, Amount | $ | $ 324,050 | ||||||||||||||||||
Common stock, Shares outstanding | 1,236,319,023 | 1,698,279,820 | 1,236,319,023 | ||||||||||||||||
Common stock, Shares issued | 1,236,319,023 | 1,698,279,820 | 1,236,319,023 | ||||||||||||||||
Common stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
common stock, price per share | $ / shares | $ 0.0143 | ||||||||||||||||||
Common stock issued to Consultant, amount | $ | $ 50,000 | ||||||||||||||||||
Common stock issued to Consultant, shares | 3,500,000 | ||||||||||||||||||
Common stock, Shares authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | ||||||||||||||||
Issuance of common shares for services, Shares | 23,483,333 | ||||||||||||||||||
gbg | $ | |||||||||||||||||||
Common stock fair value | $ | $ 123,632 | $ 169,828 | $ 123,632 | ||||||||||||||||
On July 22, 2019 And August 2, 2019 [Member] | |||||||||||||||||||
Common stock issued for conversion of debt, shares issued | 1,000,000 | ||||||||||||||||||
Convertible stock, shares converted, Class A stock | 25,000,000 | ||||||||||||||||||
Corey Lambrecht [Member] | |||||||||||||||||||
Common stock price per share | $ / shares | $ 0.002 | $ 0.002 | |||||||||||||||||
Common stock, Shares issued | 25,000,000 | 25,000,000 | |||||||||||||||||
Stockbridge Enterprises, L.P. [Member] | |||||||||||||||||||
Debt conversion converted instrument, amount | $ | $ 50,000 | $ 50,000 | |||||||||||||||||
CEO [Member] | |||||||||||||||||||
Common stock issued for conversion of debt, shares issued | 100,000,000 | ||||||||||||||||||
Convertible stock, shares converted, Class A stock | 4,000,000 | ||||||||||||||||||
CEO [Member] | January 8, 2018 [Member] | |||||||||||||||||||
Convertible stock, shares converted, Class A stock | 3,000,000 | ||||||||||||||||||
Common stock shares issued upon conversion of convertible stock | 75,000,000 | 75,000,000 | |||||||||||||||||
Noteholder [Member] | |||||||||||||||||||
Debt conversion converted instrument shares issued | 23,372,000 | 10,316,723 | 9,664,637 | 23,372,000 | |||||||||||||||
Debt conversion converted instrument, amount | $ | $ 46,744 | $ 100,000 | $ 100,000 | $ 46,744 | |||||||||||||||
Consultant [Member] | |||||||||||||||||||
Issuance of common shares for services, Shares | 600,000 | ||||||||||||||||||
Consultant [Member] | March 1, 2019 [Member] | |||||||||||||||||||
Common stock price per share | $ / shares | $ 0.10 | ||||||||||||||||||
Common stock fair value | $ | $ 800,000 | ||||||||||||||||||
Issuance of common shares for services, Shares | 8,000,000 | ||||||||||||||||||
Director for services [Member] | |||||||||||||||||||
Preferred Stock, Shares Issued | 6,000,000 | 6,000,000 | 1,000,000 | ||||||||||||||||
Preferred stock shares issued, value | $ | $ 1,784,400 | $ 1,784,400 | $ 710,000 | ||||||||||||||||
President [Member] | January 31, 2018 [Member] | |||||||||||||||||||
Convertible stock, shares converted, Class A stock | 800,000 | ||||||||||||||||||
Common stock shares issued upon conversion of convertible stock | 20,000,000 | 20,000,000 | |||||||||||||||||
Investor [Member] | |||||||||||||||||||
Debt conversion converted instrument shares issued | 135,418,713 | ||||||||||||||||||
Debt conversion converted instrument, amount | $ | $ 469,500 | ||||||||||||||||||
Number of investors | integer | 2 | ||||||||||||||||||
Direct Solar, LLC [Member] | |||||||||||||||||||
Common stock price per share | $ / shares | $ 0.0126 | ||||||||||||||||||
Common stock, Shares issued | 156,058,751 | 156,058,751 | |||||||||||||||||
Acquisition shares | 156,058,751 | ||||||||||||||||||
Equity Purchase Agreement [Member] | Shield Saver, LLC [Member] | |||||||||||||||||||
Common stock, Shares issued | 6,979,167 | 6,979,167 | |||||||||||||||||
Common stock fair value | $ | $ 216,354 | $ 216,354 | |||||||||||||||||
SB Notes [Member] | |||||||||||||||||||
Common stock issued for conversion of debt, shares issued | 55,000,000 | ||||||||||||||||||
Common stock price per share | $ / shares | $ 0.002 | ||||||||||||||||||
Convertible note payable | $ | $ 110,000 | ||||||||||||||||||
Convertible Preferred Stock Class A [Member] | |||||||||||||||||||
Preferred Stock, Shares Issued | 50,950,000 | 54,200,000 | 50,950,000 | ||||||||||||||||
Preferred stock shares issued, value | $ | $ 5,095 | $ 5,420 | $ 5,095 | ||||||||||||||||
Convertible stock, shares converted, Class A stock | 1,750,000 | ||||||||||||||||||
Common stock shares issued upon conversion of convertible stock | 10,500,000 | ||||||||||||||||||
Preferred stock, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||||||||||||||||
Undesignated shares | |||||||||||||||||||
Designated shares | 60,000,000 | ||||||||||||||||||
Voting rights, description | Each share of Class A Stock votes with the shares of Common Stock and is entitled to 50 votes per share and ranks senior to all other classes of stock in liquidation in the amount of $1 per share | ||||||||||||||||||
Preferred stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock, Shares outstanding | 50,950,000 | 54,200,000 | 50,950,000 | ||||||||||||||||
Convertible stock, terms of conversion feature | Each share of Class A Stock is convertible at any time into 25 shares of common stock, totaling 1,355,000,000 shares of common stock assuming full conversion of all outstanding shares | ||||||||||||||||||
Noteholder One [Member] | |||||||||||||||||||
Debt conversion converted instrument shares issued | 25,000,000 | ||||||||||||||||||
Debt conversion converted instrument, amount | $ | $ 250,000 | ||||||||||||||||||
Series A Preferred Stock [Member] | Directors [Member] | |||||||||||||||||||
Preferred Stock, Shares Issued | 10,000,000 | ||||||||||||||||||
Compensation expense | $ | $ 3,100,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Interest expenses on advances | $ 78,243 | $ 18,030 |
Due to related parties | 878,515 | 645,788 |
Accrued expenses, including accrued officer salaries | 843,136 | 1,345,567 |
Accrued interest | 227,352 | 96,100 |
CEO [Member] | ||
Accrued expenses, including accrued officer salaries | ||
Due from related parties | 735,000 | 585,000 |
Accrued interest | $ 96,273 | 18,030 |
Interest rate | 12.00% | |
ShieldSaver founder [Member] | ||
Due to related parties | $ 32,020 | 32,020 |
DIGS founder [Member] | ||
Due to related parties | 2,892 | 2,892 |
Accounts payable related parties | 15,222 | 10,738 |
DIGS founder [Member] | Sub-lease [Member] | ||
Repayments of related party debt | 0 | (11,375) |
CEO and President [Member] | ||
Accounts payable related parties | 16,619 | 22,574 |
Accrued expenses, including accrued officer salaries | $ 588,611 | $ 349,000 |
March 2020 [Member] | ||
conversion price of convertible instrument | $ 0.01 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Employment Agreement [Member] | 1 Months Ended |
May 31, 2018USD ($) | |
Mr. Ralston [Member] | |
Term of agreement | 3 years |
Renewal term description | The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such term. |
Annual salary | $ 100,000 |
Mr. Lambrecht [Member] | |
Term of agreement | 3 years |
Renewal term description | The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such term. |
Annual salary | $ 220,000 |
REVENUE CLASSES AND CONCENTRA_3
REVENUE CLASSES AND CONCENTRATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
REVENUE CLASSES AND CONCENTRATIONS (Details) | ||
Retail | $ 158,903 | $ 191,135 |
Distribution | 521,013 | |
Services | 2,663,917 | 963,536 |
Total | $ 3,343,833 | $ 1,154,671 |
REVENUE CLASSES AND CONCENTRA_4
REVENUE CLASSES AND CONCENTRATIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Customer Two [Member] | |
Accounts receivable | 17.00% |
Customer One [Member] | |
Accounts receivable | 70.00% |
Revenue | 13.00% |
DISPOSAL OF SUBSIDIARY (Details
DISPOSAL OF SUBSIDIARY (Details Narrative) - Disposal Of Subsidiary [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Non controlling amount | $ 109,153 |
Loss on disposal | $ (55,694) |
Non-controlling interest | 49.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES (Details) | ||
Federal tax statutory rate | 21.00% | 21.00% |
Permanent differences | (11.60%) | (13.20%) |
Valuation allowance | (9.40%) | (7.80%) |
Effective rate | 0.00% | 0.00% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 1,238,000 | $ 1,003,000 |
Temporary differences | 1,334,000 | 1,113,000 |
Total deferred tax asset | 2,572,000 | 2,116,000 |
Valuation allowance | $ (2,572,000) | $ (2,116,000) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
INCOME TAXES (Details Narrative) | |
Net operating losses | $ 6,000,000 |
Operating loss carryforward, expiry year | 2039 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jan. 13, 2020 | Mar. 17, 2020 | Mar. 11, 2020 | Jan. 31, 2020 | Jan. 28, 2020 | Sep. 30, 2019 | Feb. 29, 2020 | Jan. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock, Shares authorized | 5,000,000,000 | 5,000,000,000 | ||||||||
Advances from affiliate | $ 878,515 | $ 645,788 | ||||||||
Subsequent Event [Member] | Former Director [Member] | ||||||||||
Debt conversion, converted instrument, shares issued | 10,000,000 | |||||||||
Debt conversion, fair value | $ 0.088 | |||||||||
Subsequent Event [Member] | Debt Conversion [Member] | ||||||||||
Debt conversion, converted instrument, shares issued | 17,774,618 | |||||||||
Debt conversion converted amount | $ 50,000 | |||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||
Advances from affiliate | $ 100,000 | |||||||||
Subsequent Event [Member] | CVP Note [Member] | ||||||||||
Debt conversion, converted instrument, shares issued | 14,259,895 | |||||||||
Debt conversion converted amount | $ 53,420 | |||||||||
Repayment of debt | $ 25,000 | |||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | ||||||||||
Preferred stock, Shares authorized | 100,000,000 | 40,000,000 | ||||||||
Preferred stock, Shares previously authorized | 60,000,000 | 40,000,000 | ||||||||
Common stock, Shares previously authorized | 2,000,000,000 | 5,000,000,000 | ||||||||
Common stock, Shares authorized | 5,000,000,000 | |||||||||
Class A convertible preferred stock designated | 60,000,000 | |||||||||
Class A convertible preferred stock undesignated | 4,000,000 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | 10% Convertible Redeemable Note [Member] | GS Capital Partners, LLC [Member] | ||||||||||
Conversion price, description | ||||||||||
Unfunded balance description | Provided that each purchase must be in an amount of no less than $360,000. Any rights to purchase a portion of the Unfunded Balance outstanding after nine months shall be terminated and the Investor shall have no rights to purchase the Unfunded Balance. | |||||||||
Sale of first portion note value | $ 360,000 | |||||||||
Purchase amount under agreement | 1,440,000 | |||||||||
Purchase price of portion, net | 360,000 | |||||||||
Purchase price value | 330,000 | |||||||||
Original issue discount amount | 30,000 | |||||||||
Aggregate value of convertible notes purchased by the investors | $ 1,440,000 | |||||||||
Unfunded balance of note | $ 1,440,000 | |||||||||
Interest payable on convertible notes | 10.00% | |||||||||
Terms of default, Description | Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) of the Note the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the outstanding principal due under the Note shall increase by 50%. If the Note is not paid at maturity, the outstanding principal due under the Note shall increase by 15%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. | |||||||||
Subsequent Event [Member] | Employment Agreement [Member] | Corey Lambrecht [Member] | ||||||||||
Annual salary | $ 80,000 | |||||||||
Term of agreement | 1 year | |||||||||
Renewal term description | If employment is terminated as a result of his death or Disability, the Company shall pay the Base Salary and any accrued but unpaid Bonus and expense reimbursement amounts through the date of his Death or Disability and a lump sum payment equal to $40,000 (at the time his Death or Disability occurs) within 30 days of his Death or Disability; If employment is terminated by the Board for Cause, then the Company shall pay the Base Salary and Bonus earned through the date of his termination; If employment is terminated by the upon the occurrence of a Change of Control or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to the Base Salary for a period of six (6) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iii) pay the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iv) pay expense reimbursement amounts through the date of termination. |