Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 16, 2021 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Sylios Corp | ||
Entity Central Index Key | 0001448695 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 108,875 | ||
Entity Common Stock, Shares Outstanding | 391,243,635 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 67 | $ 28,005 |
Inventory | ||
Total current assets | 67 | 28,005 |
PROPERTY AND EQUIPMENT, net | 97,801 | 76,814 |
OTHER ASSETS | ||
Global Technologies, Ltd (entity controlled by Jimmy Wayne Anderson)("GTLL") Series L Convertible Preferred Stock | ||
Loans receivable from GTLL | 13,326 | |
Oil and gas royalty interests | ||
Oil and gas operating bonds | 24,500 | 24,500 |
TOTAL ASSETS | 135,694 | 129,319 |
CURRENT LIABILITIES | ||
Accounts payable | 60,134 | 29,585 |
Accrued officer and director compensation | 539,464 | 804,335 |
Accrued interest on notes payable | 526,694 | 439,414 |
Notes payable, third parties | 1,533,519 | 1,440,242 |
Notes payable, related parties | 138,000 | 148,000 |
Loans, related parties | 19,848 | 3,762 |
Derivative liability | 1,251,922 | 8,683,257 |
Total current liabilities | 4,069,581 | 11,548,595 |
Asset Retirement Obligations (ARO's) | 64,500 | 64,500 |
TOTAL LIABILITIES | 4,134,081 | 11,613,095 |
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock value | ||
Common stock: 750,000,000 shares authorized, par value $.001, as of December 31, 2019 and December 31, 2018, there are 49,209,761 and 5,909,113 shares outstanding, respectively. | 49,210 | 5,909 |
Additional paid in capital | 10,619,106 | 8,981,912 |
Accumulated Deficit | (14,667,703) | (20,472,597) |
Total stockholders' (deficiency) | (3,998,387) | (11,483,776) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 135,694 | 129,319 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock value | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock value | ||
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock value | ||
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock value | ||
The Greater Cannabis Company, Inc. [Member] | ||
OTHER ASSETS | ||
-Investments in and advances to spun-off former subsidiaries: | ||
AMDAQ Corp [Member] | ||
OTHER ASSETS | ||
-Investments in and advances to spun-off former subsidiaries: |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 28, 2018 | Dec. 27, 2018 | Nov. 14, 2017 | Apr. 14, 2011 | Sep. 02, 2009 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Common stock, shares outstanding | 49,209,761 | 5,909,113 | 2,737,471 | 10,949,884,000 | |||
Series A Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 3,000,000 | ||||||
Preferred stock, par value | $ 0.001 | ||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |||||
Series B Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 300,000 | ||||||
Preferred stock, par value | $ 0.001 | ||||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Series C Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 1,000,000 | ||||||
Preferred stock, par value | $ 0.001 | ||||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Series D Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 500,000 | ||||||
Preferred stock, par value | $ 0.001 | ||||||
Preferred stock, shares outstanding | 100 | 100 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue earned | ||
Consulting fees | $ 2,500 | $ 3,000 |
Total revenue earned | 2,500 | 3,000 |
Operating Expenses | ||
Officer and director compensation, including stock-based compensation of $326,000 and $306,000, respectively | 646,000 | 337,942 |
Professional fees, including stock based compensation of $491,400 and $0, respectively | 586,900 | 958 |
Other operating expenses | 126,247 | 40,353 |
Total operating expenses | 1,359,147 | 379,253 |
Loss from operations | (1,356,647) | (376,253) |
Other income (expenses) | ||
Income from modification of convertible and non-convertible notes payable | 462,513 | |
Loss on conversions of notes payable | (183,000) | |
Gain from settlement of convertible notes payable | 198,398 | |
Loss on write-off of advances to spun-off former subsidiaries | (93,498) | |
Derivative liability income (expense) | 7,659,285 | (7,722,369) |
Amortization of debt discounts | (190,762) | (12,699) |
Gain from marketable securities | 9,782 | |
Interest expense | (133,764) | (167,082) |
Total other income (expenses) | 7,161,541 | (7,334,737) |
Net income (loss) before provision for income taxes | 5,804,894 | (7,710,990) |
Provision for income taxes | ||
Net income (loss) | $ 5,804,894 | $ (7,710,990) |
Income (loss) per common share: | ||
Basic | $ 0.33 | $ (2.82) |
Diluted | $ 0.01 | $ (2.82) |
Weighted average common shares outstanding: | ||
Basic | 17,393,217 | 2,737,471 |
Diluted | 455,877,245 | 2,737,471 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Professional Fees [Member] | ||
Stock-based compensation | $ 491,400 | $ 0 |
Officer and Director [Member] | ||
Stock-based compensation | $ 326,000 | $ 306,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficiency) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Series A Preferred Stock [Member] | ||||||||||
Beginning Balance | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 |
Beginning Balance, shares | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Issuance of common stock in satisfaction of convertible debt and accrued interest | ||||||||||
Issuance of common stock in satisfaction of convertible debt and accrued interest, shares | ||||||||||
Issuance of common stock to consultant in satisfaction of account payable to consultant | ||||||||||
Issuance of common stock to consultant in satisfaction of account payable to consultant, shares | ||||||||||
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company) | ||||||||||
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company), shares | ||||||||||
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest | ||||||||||
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer's compensation | ||||||||||
Round up shares after reverse split | ||||||||||
Round up shares after reverse split, shares | ||||||||||
Issuance of restricted common stock to Company chief executive officer for director compensation | ||||||||||
Issuance of restricted common stock to Company chief executive officer for director compensation, shares | ||||||||||
Issuance of restricted common stock to Company chief executive officer in satisfaction of accrued director compensation | ||||||||||
Issuance of restricted common stock to Company chief executive officer in satisfaction of accrued director compensation | ||||||||||
Issuance of common stock for purchase of inventory | ||||||||||
Issuance of common stock for purchase of inventory, shares | ||||||||||
Issuance of common stock in connection with cashless exercise of warrants | ||||||||||
Issuance of common stock in connection with cashless exercise of warrants, shares | ||||||||||
Net income loss | ||||||||||
Ending balance | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 |
Ending balance, shares | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Series D Preferred Stock [Member] | ||||||||||
Beginning Balance | ||||||||||
Beginning Balance, shares | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 |
Issuance of common stock in satisfaction of convertible debt and accrued interest | ||||||||||
Issuance of common stock in satisfaction of convertible debt and accrued interest, shares | ||||||||||
Issuance of common stock to consultant in satisfaction of account payable to consultant | ||||||||||
Issuance of common stock to consultant in satisfaction of account payable to consultant, shares | ||||||||||
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company) | ||||||||||
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company), shares | ||||||||||
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest | ||||||||||
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer's compensation | ||||||||||
Round up shares after reverse split | ||||||||||
Round up shares after reverse split, shares | ||||||||||
Issuance of restricted common stock to Company chief executive officer for director compensation | ||||||||||
Issuance of restricted common stock to Company chief executive officer for director compensation, shares | ||||||||||
Issuance of restricted common stock to Company chief executive officer in satisfaction of accrued director compensation | ||||||||||
Issuance of restricted common stock to Company chief executive officer in satisfaction of accrued director compensation | ||||||||||
Issuance of common stock for purchase of inventory | ||||||||||
Issuance of common stock for purchase of inventory, shares | ||||||||||
Issuance of common stock in connection with cashless exercise of warrants | ||||||||||
Issuance of common stock in connection with cashless exercise of warrants, shares | ||||||||||
Net income loss | ||||||||||
Ending balance | ||||||||||
Ending balance, shares | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 |
Common Stock [Member] | ||||||||||
Beginning Balance | $ 29,505 | $ 11,695 | $ 11,578 | $ 5,909 | $ 2,737 | $ 2,737 | $ 2,737 | $ 2,737 | $ 5,909 | $ 2,737 |
Beginning Balance, shares | 29,504,701 | 11,694,595 | 11,577,773 | 5,909,113 | 2,737,471 | 2,737,471 | 2,737,471 | 2,737,471 | 5,909,113 | 2,737,471 |
Issuance of common stock in satisfaction of convertible debt and accrued interest | $ 17,564 | $ 1,810 | $ 1,131 | |||||||
Issuance of common stock in satisfaction of convertible debt and accrued interest, shares | 17,563,664 | 1,810,106 | 1,130,651 | |||||||
Issuance of common stock to consultant in satisfaction of account payable to consultant | $ 37 | |||||||||
Issuance of common stock to consultant in satisfaction of account payable to consultant, shares | 37,500 | |||||||||
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company) | $ 4,500 | |||||||||
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company), shares | 4,500,000 | |||||||||
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest | ||||||||||
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer's compensation | ||||||||||
Round up shares after reverse split | $ 1 | |||||||||
Round up shares after reverse split, shares | 509 | |||||||||
Issuance of restricted common stock to Company chief executive officer for director compensation | $ 117 | $ 2,177 | ||||||||
Issuance of restricted common stock to Company chief executive officer for director compensation, shares | 116,822 | 2,176,617 | ||||||||
Issuance of restricted common stock to Company chief executive officer in satisfaction of accrued director compensation | $ 995 | |||||||||
Issuance of restricted common stock to Company chief executive officer in satisfaction of accrued director compensation | 995,025 | |||||||||
Issuance of common stock for purchase of inventory | $ 16,000 | |||||||||
Issuance of common stock for purchase of inventory, shares | 16,000,000 | |||||||||
Issuance of common stock in connection with cashless exercise of warrants | $ 2,141 | |||||||||
Issuance of common stock in connection with cashless exercise of warrants, shares | 2,141,396 | |||||||||
Net income loss | ||||||||||
Ending balance | $ 49,210 | $ 29,505 | $ 11,695 | $ 11,578 | $ 5,909 | $ 2,737 | $ 2,737 | $ 2,737 | $ 49,210 | $ 5,909 |
Ending balance, shares | 49,209,761 | 29,504,701 | 11,694,595 | 11,577,773 | 5,909,113 | 2,737,471 | 2,737,471 | 2,737,471 | 49,209,761 | 5,909,113 |
Additional Paid-In Capital [Member] | ||||||||||
Beginning Balance | $ 10,565,552 | $ 10,562,345 | $ 10,552,462 | $ 8,981,912 | $ 8,875,084 | $ 8,875,084 | $ 8,875,084 | $ 8,875,084 | $ 8,981,912 | $ 8,875,084 |
Issuance of common stock in satisfaction of convertible debt and accrued interest | 55,695 | 19,207 | 112,588 | |||||||
Issuance of common stock to consultant in satisfaction of account payable to consultant | 14,963 | |||||||||
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company) | 445,500 | |||||||||
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest | 157,500 | |||||||||
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer's compensation | 840,000 | |||||||||
Round up shares after reverse split | (1) | |||||||||
Issuance of restricted common stock to Company chief executive officer for director compensation | 9,883 | 67,823 | ||||||||
Issuance of restricted common stock to Company chief executive officer in satisfaction of accrued director compensation | 39,005 | |||||||||
Issuance of common stock for purchase of inventory | (16,000) | |||||||||
Issuance of common stock in connection with cashless exercise of warrants | (2,141) | |||||||||
Net income loss | ||||||||||
Ending balance | 10,619,016 | 10,565,552 | 10,562,345 | 10,552,462 | 8,981,912 | 8,875,084 | 8,875,084 | 8,875,084 | 10,619,016 | 8,981,912 |
Accumulated Deficit [Member] | ||||||||||
Beginning Balance | (14,440,879) | (14,188,861) | (13,999,183) | (20,472,597) | (12,974,998) | (12,800,537) | (13,005,087) | (12,761,607) | (20,472,597) | (12,761,607) |
Issuance of common stock in satisfaction of convertible debt and accrued interest | ||||||||||
Issuance of common stock to consultant in satisfaction of account payable to consultant | ||||||||||
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company) | ||||||||||
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest | ||||||||||
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer's compensation | ||||||||||
Round up shares after reverse split | ||||||||||
Issuance of restricted common stock to Company chief executive officer for director compensation | ||||||||||
Issuance of restricted common stock to Company chief executive officer in satisfaction of accrued director compensation | ||||||||||
Issuance of common stock for purchase of inventory | ||||||||||
Issuance of common stock in connection with cashless exercise of warrants | ||||||||||
Net income loss | (226,824) | (252,018) | (189,678) | 6,473,414 | (7,497,559) | (174,461) | 204,550 | (243,480) | ||
Ending balance | (14,677,703) | (14,440,879) | (14,188,861) | (13,999,183) | (20,472,597) | (12,974,998) | (12,800,537) | (13,005,087) | (14,677,703) | (20,472,597) |
Beginning Balance | (3,844,822) | (3,434,143) | (11,483,776) | (4,096,177) | (3,921,716) | (4,126,266) | (3,882,786) | (11,483,776) | (3,882,786) | |
Issuance of common stock in satisfaction of convertible debt and accrued interest | 73,259 | 21,017 | 113,719 | |||||||
Issuance of common stock to consultant in satisfaction of account payable to consultant | 15,000 | |||||||||
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company) | 450,000 | |||||||||
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest | 157,500 | |||||||||
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer's compensation | 840,000 | |||||||||
Round up shares after reverse split | ||||||||||
Issuance of restricted common stock to Company chief executive officer for director compensation | 10,000 | 70,000 | ||||||||
Issuance of restricted common stock to Company chief executive officer in satisfaction of accrued director compensation | 40,000 | |||||||||
Issuance of common stock for purchase of inventory | ||||||||||
Issuance of common stock in connection with cashless exercise of warrants | ||||||||||
Net income loss | (226,824) | (252,018) | $ (189,678) | 6,473,414 | (7,497,559) | (174,461) | 204,550 | (243,480) | 5,804,894 | (7,710,990) |
Ending balance | $ (3,998,387) | $ (3,844,822) | $ (3,434,143) | $ (11,483,776) | $ (4,096,177) | $ (3,921,716) | $ (4,126,266) | $ (3,998,387) | $ (11,483,776) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' (Deficiency) (Parenthetical) | 3 Months Ended |
Mar. 31, 2019USD ($)shares | |
Valvasone Trust [Member] | |
Ownership percentage | 7.00% |
The Greater Cannabis Company, Inc. [Member] | Common Stock One [Member] | |
Number of shares transferred | shares | 750,000 |
Number of shares transferred, value | $ (157,500) |
Notes payable | 107,000 |
Accrued interest | $ 9,100 |
The Greater Cannabis Company, Inc. [Member] | Common Stock Two [Member] | |
Number of shares transferred | shares | 4,000,000 |
Number of shares transferred, value | $ (840,000) |
Accrued interest | $ 544,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 5,804,894 | $ (7,710,990) |
Adjustments to reconcile net income (loss) to net cash used from operating activities: | ||
Depreciation | 726 | 967 |
Stock-based professional fees relating to Valvasone Trust and affiliate | 450,000 | |
Excess of fair value of The Greater Cannabis Company, Inc. common stock transferred to the Company CEO over accrued officer compensation settled charged to officer and director compensation | 296,000 | |
Excess of fair value of The Greater Cannabis Company, Inc. common stock transferred to Valvasone Trust over notes payable and accrued interest settled charged to professional fees | 41,400 | |
Issuance of notes payable to Valvasone Trust for professional fees | 20,000 | |
Writeoff of oil and gas royalty interests charged to other operating expenses | 10,000 | |
Income from modification of convertible and non-convertible notes payable | (462,513) | |
Gain from settlement of debt | (198,398) | |
Loss on writeoff of advances to spun-off subsidiaries | 93,498 | |
Loss on conversion of notes payable | 183,000 | |
Derivative liability expense (income) | (7,659,285) | 7,722,369 |
Amortization of debt discounts | 190,762 | 12,699 |
Changes in operating assets and liabilities: | ||
Inventory | ||
Accounts payable | 47,175 | 3,485 |
Accrued officer and director compensation | 228,129 | 337,942 |
Accrued interest on notes payable | 133,764 | 161,689 |
Net cash provided (used) from operating activities | (202,435) | (29,252) |
INVESTING ACTIVITIES: | ||
Computer software and hardware additions | (4,160) | |
Advances to GTLL | (13,326) | |
Acquisition of land in Santa Rosa County, Florida | (17,553) | |
Advances to spun-off former subsidiary, The Greater Cannabis Company, Inc. | ||
Net cash used by investing activities | (35,039) | |
FINANCING ACTIVITIES: | ||
Loans, related parties, net | 16,086 | 2,255 |
Proceeds from notes payable | 206,450 | 75,000 |
Payment to lender in connection with gain from settlement of convertible notes payable | (15,000) | |
Repayment of note payable, related party | (10,000) | (5,000) |
Repayment of note payable, third party | (3,000) | |
Net cash provided from financing activities | 209,536 | 57,255 |
NET INCREASE (DECREASE) IN CASH | (27,938) | 28,003 |
CASH, BEGINNING OF PERIOD | 28,005 | 2 |
CASH, END OF PERIOD | 67 | 28,005 |
Supplemental Disclosures of Cash Flow Information: | ||
Taxes paid | ||
Interest paid | ||
Non-cash investing and financing activities: | ||
Acquisition of land and storage facility development plans in exchange for secured promissory note payable to Company CEO | 75,000 | |
Initial derivative liability charged to debt discounts | 176,450 | 71,326 |
Issuance of notes payable to Valvasone Trust for professional services | 20,000 | |
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest | 157,500 | |
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer's compensation | 840,000 | |
Issuance of common stock for the purchase of surplus inventory | ||
Issuance of common stock (total fair value of $207,995 in 2019) to convertible noteholders in satisfaction of: | ||
Principal on notes payable | 18,148 | |
Accrued interest | 4,347 | |
Fees | 2,500 | |
Subtotal | 24,995 | |
Loss on conversions of notes payable | 183,000 | |
Total fair value of common stock issued | 207,995 | |
Issuance of common stock to consultant in settlement of account payable to consultant | 15,000 | |
Issuance of common stock in satisfaction of accrued director's compensation | $ 10,000 | $ 110,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)shares | |
Convertible Noteholders [Member] | ||
Issuance of common stock, value | $ 207,995 | $ 207,995 |
The Greater Cannabis Company, Inc. [Member] | Valvasone Trust [Member] | ||
Transfer common stock | shares | 750,000 | |
Transfer common stock, value | $ 157,500 | |
Notes payable | 107,000 | 107,000 |
Accrued interest | 9,100 | $ 9,100 |
The Greater Cannabis Company, Inc. [Member] | Officers [Member] | ||
Transfer common stock | shares | 4,000,000 | |
Transfer common stock, value | $ 840,000 | |
Accrued officer's compensation | $ 544,000 | $ 544,000 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE A – ORGANIZATION Sylios Corp (f/k/a US Natural Gas Corp) (“Sylios”, the “Company”, “we”, “us”, or “our”) was organized as a Florida Corporation on March 28, 2008 under the name of Adventure Energy, Inc. Sylios has five wholly owned subsidiaries: (i) US Natural Gas Corp KY (“USNG KY”), a corporation incorporated in Florida on February 1, 2010; (ii) US Natural Gas Corp WV (“USNG WV”), a corporation incorporated in Tennessee on August 25, 2009 and redomiciled in Florida on April 26, 2010; (iii) E 3 Petroleum Corp (“E 3”), a corporation incorporated in Florida on February 2, 2010; (iv) 1720 RCMG, LLC (“RCMG”), a limited liability company formed in the State of Florida on July 24, 2019; and (v) 5496 NRMF, LLC (“NRMF”), a limited liability company formed in the State of Florida on October 12, 2019. Effective March 10, 2017, Sylios distributed approximately 80.01% of the common stock of The Greater Cannabis Company, Inc. (“GCAN”), a former wholly owned subsidiary of Sylios organized in Florida on March 13, 2014. Please see NOTE G - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES Effective October 2, 2017, Sylios distributed approximately 41.05% of the common stock of AMDAQ Corp (formerly E 2 Investments, LLC) (“AMDAQ”), a former wholly owned subsidiary of Sylios organized in Florida on July 20, 2009. Please see NOTE G - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES and NOTE R- SUBSEQUENT EVENTS Effective December 28, 2018, Sylios effected a 1 share for 4,000 shares reverse stock split of its common stock reducing the number of issued and outstanding shares of its common stock from 10,949,884,000 to 2,737,471 shares. The accompanying financial statements retroactively reflect the reverse stock split. Sylios owns vacant land in Macon, GA and Milton, FL, which subject to receipt of adequate financing, it plans upon developing storage facilities for customer rentals. Please see NOTE D - PROPERTY AND EQUIPMENT see NOTE E - OIL AND GAS ROYALTY INTERESTS On September 5, 2019, the Company filed a Form 8-A12G with the Securities and Exchange Commission to become a mandatory filer under the Securities Exchange Act of 1934. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. Principles of Consolidation The consolidated financial statements include the accounts of Sylios Corp and its wholly owned subsidiaries, US Natural Gas Corp KY, US Natural Gas Corp WV, E 3 Petroleum Corp, 5496 NRMF, LLC and 1720 RCMG, LLC. All inter-company balances and transactions have been eliminated in consolidation. Cash Equivalents Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents. Income Taxes In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized. We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2019, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis during the periods presented. Oil and Gas Properties The Company has adopted the successful efforts method of accounting for oil and gas producing activities. Under the successful efforts method, costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip developmental wells are capitalized. Costs to drill exploratory wells that do not find proved reserves, costs of developmental wells on properties the Company has no further interest in, geological and geophysical costs, and costs of carrying and retaining unproved properties are expensed. When a property is determined to contain proved reserves, the capitalized costs of such properties are transferred from unproved properties to proved properties and are amortized by the unit-of-production method based upon estimated proved developed reserves. To the extent that capitalized costs of groups of proved properties having similar characteristics exceed the estimated future net cash flows, the excess, if any, of capitalized costs are written down to the present value of such amounts. Estimated future net cash flows are determined based primarily upon the estimated future proved reserves related to the Company’s current proved properties and, to a lesser extent, certain future net cash flows related to operating and related fees. The Company follows U.S. GAAP in Accounting for Impairments. On sale or abandonment of an entire interest in a proved property, gain or loss is recognized, taking into consideration the amount of any recorded impairment. If a partial interest in a proved property is sold, the amount received is treated as a reduction of the cost of the interest retained. (Please see NOTE E - OIL AND GAS ROYALTY INTERESTS Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative 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 statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. Long-lived Assets Long-lived assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Marketable Equity Securities Marketable equity securities are stated at market value with unrealized gains and losses included in operations. The Company has classified its marketable equity securities as trading securities. Deferred Financing Costs Deferred financing costs represent costs incurred in connection with obtaining debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt. Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values. Stock-Based Compensation We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered. Related Parties A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party. Revenue Recognition Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Advertising Costs Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs. Income (loss) per share We compute income (loss) per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock. Basic income (loss) per share amounts are computed by dividing the net income (loss) by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted income (loss) per share are excluded from the calculation. For the year ended December 31, 2018, the Company excluded 216,001,429 shares, relating to convertible notes payable to third parties (Please see NOTE J - NOTES PAYABLE, THIRD PARTIES Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. As amended by the FASB in July 2015, the standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). ASU 2014-09 has not had any significant effect on our Financial statements for the periods presented. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. ASU No. 2016-02 has not had any significant effect on our Financial statements for the periods presented. On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted. The Company has early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Please see NOTE N - CAPITAL STOCK Use of Estimates 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 and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable, loans payable to related parties, notes payable to third parties, notes payable to related parties and derivative liability. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE C - INVENTORY Inventory consists of the following at: December 31, December 31, Squeezee scrubbers - - Ampt earbuds - - Totals $ - $ - On September 12, 2019, the Company entered into an Inventory Purchase Agreement with Wanshan Engineering Services, LLC for the purchase of surplus inventory. The Company purchased 30,000 Squeeze Soap Filled Scrubbers for the purchase price of $100,000 via the issuance of 10,000,000 shares of Sylios restricted common stock. The Closing of the transaction occurred on September 15, 2019. On September 21, 2019, the Company entered into an Inventory Purchase Agreement with Wanshan Engineering Services, LLC for the purchase of surplus inventory. The Company purchased 1,000 Ampt wireless earbuds for the purchase price of $60,000 via the issuance of 6,000,000 shares of Sylios restricted common stock. The Closing of the transaction occurred on September 25, 2019. Pending significant sales of the inventory purchased from Wanshan Engineering Services, LLC, the Company has not assigned any value to the inventory. Squeezee Soap Filled Scrubbers : The innovative Squeezee sponge has concentrated dishwashing liquid inside the sponge with grease cutting formula and Aloe for soft hands. The Squeezee scrubber makes dishwashing both more convenient and economical. No more need for purchasing separate detergents. The soft antibacterial non-scratch double-sided scrubber has a unique shape allowing to reach those hard to get to places for multi-purpose use. The Company launched its ecommerce site for the Squeezee Scrubber on February 10, 2020. However, to the date of issuance of these financial statements, the Company has not yet made any sales of this product. Ampt Wireless Bluetooth Earbuds: Pair the AMPT stereo Bluetooth earphones with each other for a stereo experience. In single earbud mode, each wireless headset can connect with two Bluetooth source devices like your iPhone or Android phone, iPad, tablet, or laptop simultaneously. If you are streaming music from your iPad, and receive an incoming call on your iPhone, the wireless earphones will recognize this and allow you to take the call seamlessly without the hassle of repairing. Pairing 2 cordless earbuds wirelessly like Apple AirPods, making it the smallest stereo Bluetooth headset on the market. Siri is just a touch away via the main button on either of the cordless earbuds. You never have to take your smartphone out of your pocket, giving you a genuine hands-free, wireless stereo experience. The Company launched its ecommerce site for the Ampt Wireless Bluetooth Earbuds on February 28, 2020. However, to the date of issuance of these financial statements, the Company has not yet made any sales of this product. The products are currently stored in a warehouse in Largo, Florida. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE D - PROPERTY AND EQUIPMENT Property and equipment consist of the following at: December 31, 2019 December 31, 2018 Land in Macon, GA and storage facility costs development plans (pledged as security for promissory note of $75,000). Please see NOTE – K )(i) 75,000 75,000 Land in Santa Rosa County, Florida (1.1 acre tract)(ii) 17,553 - Computer Software and Hardware 24,160 20,000 Furniture, Fixtures and Equipment 10,828 10,828 Total 127,541 105,828 Accumulated depreciation and depletion (29,740 ) (29,014 ) Net property and equipment $ 97,801 $ 76,814 (i) On October 6, 2018, the Company entered into a Commercial Real Estate Purchase and Sale Agreement with the Company’s President for the purchase of a .92 acre of land located in Bibb County, GA. The purchase price for the land was $40,000. On this same date, the Company entered into an Asset Purchase Agreement with its President for the purchase of all architectural and engineering plans for the development of a storage facility to be constructed on the .92 acre of land. The purchase price for these assets was $35,000. The Company issued its President a Note in the amount of $75,000 on this same date. The Note has a term of one year and bears interest at 3%. The Company’s first payment in the amount of $15,000 was due within 90 days of an effective reverse stock split. As of the date of issuance of these Financial statements, except for a $5,000 payment made by the Company to the Company’s president on November 12, 2018, the Company has not made any payment against the Note. (ii) On October 9, 2019, the Company entered into a Commercial Sales Contract for the purchase of a 1.1 acre tract of land located in Santa Rosa County, Florida. The purchase price for the land was $17,500. The transaction closed on November 4, 2019. The Company uses the straight-line method of depreciation for computer software and furniture, fixtures and equipment over the estimated useful lives of the respective assets. For the years ended December 31, 2019 and 2018, depreciation expense relating to property and equipment was $726 and $967, respectively. |
Oil and Gas Royalty Interests
Oil and Gas Royalty Interests | 12 Months Ended |
Dec. 31, 2019 | |
Extractive Industries [Abstract] | |
Oil and Gas Royalty Interests | NOTE E - OIL AND GAS ROYALTY INTERESTS Oil and gas royalty interests consist of: December 31, 2019 December 31, 2018 Royalty interests in 13 wells located in Kentucky, acquired in 2009, shut-in since 2014, and sold to Soligen Technologies, Inc. on May 10, 2018 (1) $ - $ - Royalty interest in oil well located in Fentress County, Tennessee, acquired in September 2015 and shut-in since September 2015. (2) - - Royalty interest in oil well located in Cumberland County, Kentucky, acquired in September 2015 and shut-in since September 2015. (3) - - Totals $ - $ - (1) Pursuant to an Asset Purchase Agreement dated May 10, 2018, USNG KY was granted a royalty interest resulting from the sale of these wells equal to 30% of the gross proceeds of production from the 13 wells and 10% of the gross proceeds of production from any new drilled wells on the sold leases up to a maximum of $140,000. From 2014 to the date of issuance of these financial statements, there has been no production from these wells. No gain or loss has been recognized from the sale of these wells. No guaranteed royalty revenue was granted to the Company in the sale, only a royalty interest dependent on future production. There was no remaining carrying value for these wells at the time of the sale as the wells were fully impaired prior to the year ended December 31, 2017. (2) Represents a 79.5% royalty interest up to $11,500 and a 15% royalty interest thereafter. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $7,500 and reduced the carrying cost of this asset from $7,500 to $0. (3) Represents a 5% royalty interest. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $2,500 and reduced the carrying cost of this asset from $2,500 to $0. |
Oil and Gas Operating Bonds
Oil and Gas Operating Bonds | 12 Months Ended |
Dec. 31, 2019 | |
Extractive Industries [Abstract] | |
Oil and Gas Operating Bonds | NOTE F – OIL AND GAS OPERATING BONDS The Company is required to put up for bond either cash or a Surety bond for each well it elects to act as operator. The amount of the bond is calculated based on the total depth of the well. In the event the Company were to abandon the wells, the Kentucky Department of Natural Resources would claim the cash bond and use the funds for reclamation. The Company hopes to reclaim the cash bonds totaling $24,500 for the 13 wells sold in the Asset Purchase Agreement with Soligen Technologies, Inc. when Soligen replaces the Company’s cash bonds by funding with its own bond, which has not yet occurred at the date of issuance of these financial statements. Please see NOTE E - OIL AND GAS ROYALTY INTERESTS |
Investments in and Advances to
Investments in and Advances to Spun-off Former Subsidiaries | 12 Months Ended |
Dec. 31, 2019 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments in and Advances to Spun-off Former Subsidiaries | NOTE G - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES The Greater Cannabis Company, Inc. Effective March 10, 2017, in connection with a partial spin-off of The Greater Cannabis Company, Inc. (“GCAN”) from the Company, the Company issued a total of 26,905,969 shares of GCAN common stock. 5,378,476 shares were issued to itself (representing 19.9% of the issued and outstanding shares of GCAN common stock after the spin-off) and 21,527,493 shares were issued to the stockholders of record of the Company on February 3, 2017 on the basis of one share of GCAN common stock for each 500 shares of the Company’s common stock held (representing 80.1% of the issued and outstanding shares of GCAN common stock after the spin-off). The related Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission on August 31, 2017. The Financial Industry Regulatory Authority (“FINRA”) cleared the quotation of GCAN common stock on July 10, 2018 under the symbol “GCAN.” Generally accepted accounting principles in the United States require that an entity’s distribution of shares of a wholly owned or consolidated subsidiary to be recorded based on the carrying value of the subsidiary. The partial spin-off was recorded at the carrying value of GCAN’s net assets which was a deficit of $113,922 as of March 10, 2017, as follows: ASSETS $ - LIABILITIES Notes payable to Sylios $ 104,557 Accrued interest on notes payable to Sylios 7,604 Loans payable to related parties: Due to Chief Executive Officer of Sylios 1,477 Due to two subsidiaries of Sylios 284 Total liabilities 113,922 Net Assets $ (113,922 ) Since GCAN had negative assets at the March 10, 2017 effective date of the spin-off, the Company recorded its 19.9% investment in GCAN at $0. At December 31, 2019 and December 31, 2018, the Company held 628,476 (1.60% of the 39,301,323 issued and outstanding common shares) and 5,378,476 (16.87% of the 31,880,969 issued and outstanding common shares) shares of common stock of GCAN, respectively. On January 9, 2019, the Company transferred 4,000,000 shares of GCAN common stock (fair value of $840,000) to Wayne Anderson to satisfy liabilities of $544,000. Also, on January 9, 2019 the Company transferred 750,000 shares of GCAN common stock (fair value of $157,500) to Valvasone Trust to satisfy liabilities of $116,100. AMDAQ Corp On September 1, 2017, AMDAQ Corp (“AMDAQ”) acquired AMDAQ, Ltd. (“Limited”), a corporation formed under the Registrar of Companies for England and Wales in March 2016, in exchange for 15,000,000 shares of AMDAQ common stock (representing approximately 46% of the 32,552,818 issued and outstanding shares of AMDAQ common stock after the transaction). As of the September 1, 2017 acquisition date. Limited had no assets and no liabilities. Effective October 2, 2017, in connection with a partial spin-off of AMDAQ from the Company, the Company issued a total of 17,552,626 shares of AMDAQ common stock. 2,956,650 shares were issued to itself (representing 9.1% of the 32,552,818 issued and outstanding shares of AMDAQ common stock after the spin-off) and 14,595,976 shares were issued to the stockholders of record of the Company on September 15, 2017 on the basis of one share of AMDAQ common stock for each 750 shares of the Company’s common stock held (representing 44.8% of the 32,552,818 issued and outstanding shares of AMDAQ common stock after the spin-off). Generally accepted accounting principles in the United States require that an entity’s distribution of shares of a wholly owned or consolidated subsidiary to be recorded based on the carrying value of the subsidiary. The partial spin-off was recorded at the carrying value of AMDAQ’s net assets which was a deficit of $21,319 as of October 2, 2017, as follows: ASSETS Loans receivable from USNG KY $ 41,714 Total assets 41,714 LIABILITIES Loans payable to Sylios: $ 63,033 Total liabilities 63,033 Net Assets $ (21,319 ) Since AMDAQ had negative net assets at the October 2, 2017 effective date of the spin-off, the Company recorded its 9.1% investment in AMDAQ at $0. |
Acquisition of Global Technolog
Acquisition of Global Technologies, Ltd (Entity Controlled By Wayne Anderson) Series L Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition of Global Technologies, Ltd (Entity Controlled By Wayne Anderson) Series L Convertible Preferred Stock | NOTE H – ACQUISITION OF GLOBAL TECHNOLOGIES, LTD (ENTITY CONTROLLED BY WAYNE ANDERSON) SERIES L CONVERTIBLE PREFERRED STOCK Effective August 22, 2019, the Company entered into a Consulting Agreement with Global Technologies, Ltd. (“GTLL”) pursuant to which GTLL issued 10 shares of GTLL Series L Convertible Preferred Stock to the Company. Wayne Anderson, the Chief Executive Officer of the Company, has voting control of GTLL through his ownership of Series K Super Voting Preferred Stock which he acquired on August 2, 2019. Each share of GTLL Series L Convertible Preferred Stock (the “Preferred Stock”) is entitled to receive dividends when, as, and if declared by the GTLL Board of Directors in its sole discretion. The Preferred Stock has voting rights equal to four times the sum of i) the total number of shares of GTLL common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all GTLL preferred stock which are issued and outstanding at the time of voting. Each share of GTLL Preferred Stock is convertible into the number of shares of GTLL common stock equal to 5,000 divided by .50 times the lowest closing price of GTLL’s common stock for the immediate five-day period prior to the receipt of the Notice of Conversion. Generally accepted accounting principles in the United States require that an equity transaction involving entities under common control are to be recorded based on the carrying value of the assets acquired. The transaction was recorded at GTLL’s carrying value of $0. Since GTLL had negative net assets at August 22, 2019, the effective date of the Consulting Agreement, the Company recorded its 10 shares of GTLL Series L Convertible Preferred Stock at $0. At the date of issuance of these financial statements, the Company still holds the aforementioned 10 shares of GTLL Series L Convertible Preferred Stock. |
Accrued Officer and Director Co
Accrued Officer and Director Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Officer And Director Compensation | |
Accrued Officer and Director Compensation | NOTE I – ACCRUED OFFICER AND DIRECTOR COMPENSATION Accrued officer and director compensation is due to Wayne Anderson, the sole officer and director of the Company, and consists of: December 31, 2019 December 31, 2018 Pursuant to April 1, 2015 Employment Agreement $ 6,964 $ 561,835 Pursuant to April 1, 2018 Employment Agreement 472,500 202,500 Pursuant to January 2, 2018 Board of Directors Service Agreement 60,000 40,000 Total $ 539,464 $ 804,335 For the years ended December 31, 2019 and 2018, the balance of accrued officer and director compensation changed as follows: Pursuant to Pursuant to Total Balance, December 31, 2017 506,393 70,000 576,393 Officer’s/director’s compensation for year ended December 31, 2018 257,942 80,000 337,942 Issuance of 2,176,617 restricted shares of common stock (with a fair value of $87,500 at a $70,000 agreed reduction of the liability) on December 31, 2018 - (70,000 ) (70,000 ) Issuance of 995,025 restricted shares of common stock (with a fair value of $40,000) on December 31, 2018 - (40,000 ) (40,000 ) Balance, December 31, 2018 764,335 40,000 804,335 Officer’s/director’s compensation for three months ended March 31, 2019 67,500 20,000 87,500 Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. (“GCAN”) common stock from the Company to the Company’s sole officer and director (544,000 ) - (544,000 ) Balance March 31, 2019 (unaudited) 287,835 60,000 347,835 Officer’s/director’s compensation for three months ended June 30, 2019 67,500 20,000 87,500 Cash payments to Officer/Director during the three months ended June 30, 2019 (10,871 ) (12,500 ) (23,371 ) Issuance of 116,822 restricted shares of common stock (with a fair value of $10,000) on April 10, 2019 - (10,000 ) (10,000 ) Balance June 30, 2019 (unaudited) $ 344,464 $ 57,500 $ 401,964 Officer’s/director’s compensation for three months ended September 30, 2019 67,500 20,000 87,500 Cash payments to Officer/Director during the three months ended September 30, 2019 - (8,000 ) (8,000 ) Balance September 30, 2019 (unaudited) $ 411,964 $ 69,500 $ 481,464 Officer’s/director’s compensation for three months ended December 31, 2019 67,500 20,000 87,500 Cash payments to Officer/Director during the three months ended December 31, 2019 - (29,500 ) (29,500 ) Balance, December 31, 2019 $ 479,464 $ 60,000 $ 539,464 |
Notes Payable, Third Parties
Notes Payable, Third Parties | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable, Third Parties | NOTE J - NOTES PAYABLE, THIRD PARTIES Notes payable to third parties consist of: December 31, 2019 December 31, 2018 Unsecured Convertible Promissory Note payable to Armada Investment Fund, LLC (“Armada”), with interest at 8% payable at maturity with principal (default interest rates ranging from 18% to 24%); convertible into shares of common stock at a variable conversion price equal to 50%-60% of the Market Price which is defined as the lowest Trading Price for the common stock during the 20-trading day period prior to the Conversion Date: Issue date October 9, 2018, maturity date of October 9, 2019, in technical default- net of unamortized debt discount of $0 and $23,178 at December 31, 2019 and December 31, 2018, respectively 30,000 6,822 Issue date December 31, 2018, maturity date of December 31, 2019, in technical default - net of unamortized debt discount of $0 and $33,000 at December 31, 2019 and December 31, 2018, respectively 33,000 - Amended and Restated Replacement Convertible Promissory Note, Issue date February 12, 2019, maturity date of February 12, 2019, in technical default - net of amounts converted into Sylios common stock and net of unamortized debt discount of $0 and $0 at December 31, 2019 and December 31, 2018, respectively 20,400 - Issue date February 18, 2019, maturity date of February 18, 2020 - net of unamortized debt discount of $368 and $0 at December 31, 2019 and December 31, 2018 respectively 2,432 - Issue date June 5, 2019, maturity date of June 5, 2020 - net of unamortized debt discount of $7,053 and $0 at December 31, 2019, December 31, 2018, respectively 9,447 - Issue date July 2, 2019, maturity date of June 5, 2020 - net of unamortized debt discount of $7,053 and $0 at December 31, 2019, December 31, 2018, respectively 9,447 - Issue date July 24, 2019, maturity date of July 24, 2020 - net of unamortized debt discount of $8,649 and $0 at December 31, 2019, December 31, 2018, respectively 6,751 - Issue date October 30, 2019, maturity date of October 30, 2020 - net of unamortized debt discount of $21,004 and $0 at December 31, 2019, December 31, 2018, respectively 4,296 - Issue date December 13, 2019, maturity date of December 13, 2020 - net of unamortized debt discount of $15,688 and $0 at December 31, 2019, December 31, 2018, respectively 812 - Subtotal Armada 116,585 6,822 Unsecured Convertible Promissory Notes payable to Darling Capital, LLC and its affiliate Darling Investments, LLC (“Darling”), all in technical default (except the January 9, 2019 note), with interest at 12% payable at maturity with principal (default interest rates ranging from 18% to 22%); convertible into shares of common stock at a variable conversion price equal to 20-40% of the Market Price, which is defined as the lowest Trading Price for the common stock during the 25 trading day period prior to the Conversion Date. Issue date December 2, 2016, maturity date August 2, 2017 15,000 - Issue date January 10, 2017, maturity date September 10, 2017 5,000 - Issue date January 28, 2017, maturity date September 28, 2017, net of amounts converted into Sylios common stock 2,397 3,984 Issue date February 2, 2017, maturity date November 30, 2017, net of amounts converted into Sylios common stock 4,742 4,742 Issue date February 13, 2017, maturity date November 30, 2017 10,000 10,000 Issue date March 7, 2017, maturity date March 7, 2018, - net of amounts converted into Sylios common stock 10,000 10,000 Issue date January 9, 2019, maturity date January 9, 2020, -net of unamortized debt discount of $308 and $0 at December 31, 2019 and December 31, 2018, respectively 12,192 - Subtotal Darling 59,331 28,726 Unsecured Convertible Promissory Notes payable to Tangiers Investment Group, LLC (“Tangiers”), all in technical default, with interest ranging from 0% to 15% payable at maturity with principal (default interest rates ranging from 0% to 20%); except for the March 16, 2016 Promissory Note, convertible into shares of common stock at a variable conversion price equal to 50% of the Market Price (40% for the note due April 25, 2014), which is defined as the lowest Trading Price for the common stock during the 20 trading day period prior to the Conversion Date. Issue date April 2, 2014, maturity date April 2, 2015, net of amounts converted into Sylios common stock 5,500 3,086 Issue date February 18, 2013 (original issue date December 14, 2010), maturity date December 14, 2011, net of amounts converted into Sylios common stock 521 521 Issue date June 2, 2014, maturity date June 2, 2015, net of amounts converted into Sylios common stock 26,086 26,086 Issue date August 12, 2014, maturity date August 12, 2015 112,500 112,500 Issue date July 3, 2014, maturity date July 3, 2015 50,000 50,000 Issue date June 3, 2015, maturity date June 3, 2016 17,250 17,250 Issue date March 16, 2016, maturity date June 14, 2016 17,500 17,500 Issue date January 27, 2017, maturity date January 27, 2018 55,000 55,000 Subtotal Tangiers 284,357 281,943 Unsecured Convertible Promissory Notes payable to Bullfly Trading Company, Inc. (“Bullfly”), all in technical default until assigned to Armada on February 12, 2019, with interest at 15% payable at maturity with principal, convertible into shares of common stock at a conversion price equal to a 50% discount to the 5-day moving bid average: Issue date June 1, 2016, maturity date December 1, 2016 - 4,000 Issue date July 11, 2016, maturity date January 11, 2017 - 4,000 Subtotal Bullfly - 8,000 Unsecured Convertible Promissory Notes payable to Mountain Properties, Inc. (“Mountain”), all in technical default until assigned to Armada on February 12, 2019, with interest at 15% payable at maturity with principal, convertible into shares of common stock at a conversion price equal to a 50% discount to the 5-day moving bid average: Issue date February 24, 2016, maturity date August 24, 2016 - 7,500 Subtotal Mountain - 7,500 Secured Renewal Notes payable to SLMI Energy Holdings, LLC (“SLMI”), with interest at 3% payable on demand with principal, secured by substantially all assets of the Company per UCC filing dated June 30, 2015: Issue date June 6, 2018 (renewing note dated September 4, 2009) 790,000 790,000 Issue date June 6, 2018 (renewing note dated November 12, 2009) 120,000 120,000 Subtotal SLMI 910,000 910,000 Secured Note payable to MTEL Investment and Management (“MTEL”) in technical default, with interest of $50,000 payable at maturity with principal: Issue date January 11, 2010, maturity date July 10, 2010 100,000 100,000 Subtotal MTEL 100,000 100,000 Unsecured Notes payable to Valvasone Trust (“Valvasone”), all in technical default until satisfied on January 9, 2019, with interest at 3% payable at maturity with principal: Issue date October 7, 2013, maturity date January 31, 2014 - 10,000 Issue date March 30, 2014, maturity date June 30, 2014 - 15,000 Issue date January 11, 2016, maturity date March 31, 2016 - 22,000 Issue date July 1, 2017, maturity date September 30, 2017 - 40,000 Subtotal Valvasone - 87,000 Unsecured Note payable to Mt. Atlas Consulting (“Atlas”) in technical default, with interest at 20% payable at maturity with principal: Issue date November 17, 2017, maturity date April 17, 2018 4,000 4,000 Subtotal Atlas 4,000 4,000 Unsecured Promissory Note payable to Jefferson Street Capital (“Jefferson”), with interest at 8% payable at maturity with principal: Issue date February 18, 2019, maturity date February 18, 2020- net of unamortized debt discount of $1,032 and $0 at December 31, 2019 and December 31, 2018, respectively 6,818 - Issue date May 2, 2019, maturity date February 3, 2020- net of unamortized debt discount of $1,025 and $0 at December 31, 2019 and December 31, 2018, respectively 9,975 - Subtotal Jefferson 16,793 Unsecured Promissory Note payable to BHP Capital NY, Inc. (“BHP”), with interest at 8% payable at maturity with principal (default interest rates ranging from 18% to 24%); convertible into shares of common stock at a variable conversion price equal to 50%-60% of the Market Price which is defined as the lowest Trading Price for the common stock during the 20-trading day period prior to the Conversion Date: Issue date February 18, 2019, maturity date February 18, 2020- net of unamortized debt discount of $1,550 and $0 at December 31, 2019 and December 31, 2018, respectively 10,000 - Issue date May 2, 2019, maturity date February 3, 2020- net of unamortized debt discount of $1,025 and $0 at December 31, 2019 and December 31, 2018, respectively 9,975 - Issue date July 24, 2019, maturity date of July 24, 2020- net of unamortized debt discount of $8,649 and $0 at December 31, 2019, December 31, 2018, respectively 6,751 - Issue date October 16, 2019, maturity date of October 16, 2020- net of unamortized debt discount of $10,887 and $0 at December 31, 2019, December 31, 2018, respectively 2,863 - Subtotal BHP 29,589 - Unsecured Promissory Note payable to Fourth Man, LLC. (“FOURTH”), with interest at 8% payable at maturity with principal (default interest rate of 18%); convertible into shares of common stock at a variable conversion price equal to 60% of the Market Price which is defined as the lowest Trading Price for the common stock during the 20-trading day period prior to the Conversion Date: Issue date July 24, 2019, maturity date of July 24, 2020- net of unamortized debt discount of $8,649 and $0 at December 31, 2019, December 31, 2018, respectively 6,751 - Issue date October 16, 2019, maturity date of October 16, 2020- net of unamortized debt discount of $10,887 and $0 at December 31, 2019, December 31, 2018, respectively 2,863 - Subtotal FOURTH 9,614 - Unsecured Promissory Note payable to Pacific Stock Transfer Company (“Pacific”) in technical default, with interest at 5% payable at maturity with principal: Issue date August 11, 2017, maturity date November 11, 2017 3,250 6,250 Subtotal Pacific 3,250 6,250 Total $ 1,533,519 $ 1,440,242 Concentration of Debt Due Lenders: SLMI Tangiers Other Total December 31, 2019 Promissory notes payable, net of discount $ 910,000 $ 284,357 $ 339,162 $ 1,533,519 Accrued interest: Stated interest 306,584 103,077 93,559 503,220 Additional default interest - - 23,474 23,474 Total accrued interest 306,584 103,077 117,033 526,694 Total debt $ 1,216,584 $ 387,434 $ 456,195 $ 2,060,213 December 31, 2018 Promissory notes payable, net of discount $ 910,000 $ 281,943 $ 248,299 $ 1,440,242 Accrued interest: Stated interest 279,284 79,145 80,985 439,414 Additional default interest - - - - Total accrued interest 279,284 79,145 80,985 439,414 Total debt $ 1,189,284 $ 361,088 $ 329,284 $ 1,879,656 Interest expense consists of: Year Ended December 31, 2019 December 31, 2018 Stated interest $ 110,290 $ 71,446 Additional default interest 23,474 95,636 Amortization of debt discounts 190,762 12,699 Totals $ 324,526 $ 179,781 The stated interest and additional default interest expense relates to the following lenders: Year Ended December 31, 2019 December 31, 2018 SLMI $ $ Stated Interest 27,300 27,042 Additional default interest - 30,667 Total SLMI 27,300 57,709 Tangiers: Stated Interest 23,932 23,600 Additional default interest - 49,958 Total Tangiers 23,932 73,558 Other lenders Stated Interest 59,058 20,804 Additional default interest 23,474 15,011 Total others 82,532 35,815 Totals Stated Interest 110,290 71,446 Additional default interest 23,474 95,636 Total all Lenders $ 133,764 $ 167,082 Income from modification of convertible and non-convertible notes payable consists of: Year Ended December 31, 2019 December 31, 2018 Waiver of prior and future additional default interest pursuant to debt modifications with SLMI Energy Holdings, LLC on June 8, 2018 (1) $ - $ 343,540 Waiver of prior and future additional default interest pursuant to debt modifications with Darling Capital, LLC on December 6, 2018 (2) - 9,366 Waiver of prior and future additional default interest pursuant to debt modifications with Tangiers Investment Group, LLC on December 18, 2018 (2) - 109,607 Total $ - $ 462,513 (1) The debt modifications with SLMI Energy Holdings, LLC (“SLMI”) provide that in the event that the Company does not make a payment to SMLI within 30 days written notice of demand by SLMI, all unpaid interest accruing since September 4, 2009 (in the case of the original September 4, 2009 Note) and accruing since November 12, 2009 (in the case of the original November 12, 2009 Note) shall accrue at a 18% default interest rate rather than the 3% stated interest rate in the Renewal Notes. If that had occurred on December 31, 2019, the additional default interest accruable would have been approximately $1,365,000. As of the date of the issuance of these financial statements, SLMI has not provided the Company any notice of demand for payment and accordingly, the Company is not in default of these obligations. (2) As of the date of the issuance of these financial statements, waivers of the additional default interest for both Darling and Tangiers obligations remain in effect. However, the Company is still in technical default for the principal and stated interest of these significantly past-due convertible promissory notes. Gain on settlement of convertible notes payable consists of: Year Ended December 31, 2019 December 31, 2018 (Unaudited) Company payment of $15,000 on October 5, 2018 in full and final settlement of $130,298 debt and $83,100 accrued interest due Beaufort Capital Partners, LLC $ - $ 198,398 Total $ - $ 198,398 Convertible Note Conversions: For the year ended December 31, 2019, the Company issued the following shares of common stock upon the conversions of portions of the Convertible Notes: Principal Interest Fees Total Conversion Shares Issued Date Conversion Conversion Conversion Conversion Price Issued to 2/7/2019 $ - $ 642 $ - $ 642 $ 0.00106 594,066 Darling 2/20/2019 1,100 - - 1,100 0.00205 536,585 Armada 8/26/2019 345 851 - 1196 0.002 583,523 Armada 9/9/2019 - 1,300 - 1,300 0.00106 1,226,583 Darling 10/28/2019 3,700 - 500 4,200 0.00402 1,000,000 Jefferson 11/25/2019 605 721 - 1,326 0.00064 2,072,133 Darling 12/5/2019 400 721 500 1,621 0.00210 772,133 Armada 12/10/2019 1,875 39 - 1,914 0.00054 3,545,487 Darling 12.12.2019 3,150 17 500 3,667 0.00189 1,940,268 Armada 12/20/2019 2,600 16 500 3116 0.00154 2,023,234 Armada 12/26/2019 1,773 28 - 1,801 0.00044 4,093,514 Darling 12/30/2019 2,600 12 500 3,112 0.00147 2,116,895 Armada $ 18,148 $ 4,347 $ 2,500 $ 24,995 22,645,817 Loss on conversions of notes payable consists of: Year ended December 31, 2019 December 31, 2018 Armada convertible notes $ (70,322 ) $ - Jefferson convertible notes (5,800 ) - Darling convertible notes (106,878 ) - Total $ (183,000 ) $ - |
Notes Payable, Related Parties
Notes Payable, Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable, Related Parties | NOTE K - NOTES PAYABLE, RELATED PARTIES Notes payable to related parties consist of: December 31, 2019 December 31, 2018 Secured Promissory Note dated October 6, 2018 payable to Wayne Anderson, CEO of the Company, interest at 3%, due October 6, 2019 $ 70,000 $ 70,000 Unsecured Promissory Note dated September 15, 2017, payable to Around the Clock Partners, LP (entity controlled by Wayne Anderson), interest at 3%, due September 15, 2018 68,000 78,000 Total $ 138,000 $ 148,000 The Secured Promissory Note dated October 6, 2018 payable to Wayne Anderson (originally in the amount of $75,000) is secured by a Deed to Secure Debt, Assignment of Rents and Security Agreement relating to the property located in Macon, Georgia (Please see NOTE D – PROPERTY AND EQUIPMENT |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE L - DERIVATIVE LIABILITY The derivative liability at December 31, 2019 and December 31, 2018 consisted of: December 31, 2019 December 31, 2018 Convertible Promissory Notes payable to Armada Investment Fund, LLC. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES $ 297,868 $ 1,076,786 Convertible Promissory Notes payable to Darling Capital, LLC and its affiliate Darling Investments, LLC. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES 207,837 2,248,272 Convertible Promissory Notes payable to Tangiers Investment Group, LLC. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES 584,473 5,354,400 Convertible Promissory Notes payable to Bullfly Trading Company, Inc. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES - 1,960 Convertible Promissory Note dated February 24, 2016 payable to Mountain Properties, Inc. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES - 1,838 Convertible Promissory Note payable to Jefferson Street Capital, LLC. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES 24,431 - Convertible Promissory Note payable to BHP Capital NY, Inc. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES 83,012 - Convertible Promissory Note dated July 24, 2019 payable to Fourth Man, LLC. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES 54,301 - Total derivative liability $ 1,251,922 $ 8,683,257 The Convertible Promissory Notes (the “Notes”) contain a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts (limited to the face value of the respective notes) and the remainder to other expenses. The increase (decrease) in the fair value of the derivative liability from the respective issue dates of the notes to the measurement dates is charged (credited) to other expense (income). The fair value of the derivative liability was measured at the respective issuance dates and at December 31, 2019 and December 31, 2018 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at December 31, 2019 were (1) stock price of $0.0028 per share, (2) conversion prices ranging from $0.00042 to $0.00147 per share, (3) terms ranging from 39 days to 347 days, (4) expected volatility of 284.00%, and (5) risk free interest rates ranging from 1.48% to 1.60%. Assumptions used for the calculation of the derivative liability of the Notes at December 31, 2018 were (1) stock price of $0.0402 per share, (2) conversion prices ranging from $0.0008 to $0.164 per share, (3) terms ranging from 6 months to 12 months, (4) expected volatility of 1080%, and (5) risk free interest rates ranging from 2.56% to 2.63%. Derivative liability income (expense) consists of: Year ended December 31, 2019 December 31, 2018 Beaufort convertible notes $ - $ 220,382 Armada convertible notes 902,168 (1,103,786 ) Darling convertible notes 2,052,935 (2,041,937 ) Tangiers convertible notes 4,769,927 (4,914,831 ) Other convertible notes (65,745 ) 27,803 Total $ 7,659,285 $ (7,722,369 ) |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | NOTE M – ASSET RETIREMENT OBLIGATIONS The Company’s asset retirement obligations relate to future plugging and abandonment costs relating to the 13 oil and gas wells located in Kentucky, which were sold to Soligen Technologies, Inc. (“Soligen”) on May 10, 2018 (Please see NOTE E -OIL AND GAS ROYALTY INTERESTS If and when Soligen replaces our operating bond on deposit with the Kentucky Department of Natural Resources, Soligen will then become responsible for the asset retirement obligations relating to the 13 wells and we will write-off the then balance of the asset retirement obligations liability. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Capital Stock | NOTE N - CAPITAL STOCK Preferred Stock On September 2, 2009, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series A Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series A Preferred Stock shall be as hereinafter described. The holders of Series A Preferred Stock shall not be entitled to receive dividends nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series A Preferred shares are outstanding. The holders of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company and shall have such number of votes equal to the number of shares of Series A Preferred Stock held on a one per one share basis. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 7.8 shares of common stock for each share of Series A Preferred Stock only if the Company has failed to satisfy all financial obligations by the designated time inclusive of the cure period. The Board of Directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series of preferred stock designated as Series A Preferred Stock (the “Series A Preferred Stock”) with a stated value of $0.001 per share. The number of authorized shares constituting the Series A Preferred Stock was Three Million (3,000,000) shares. At December 31, 2019 and December 31, 2018, there are 1,000,000 and 1,000,000 shares issued and outstanding, respectively. On September 2, 2009, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series B Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series B Preferred Stock shall be as hereinafter described. The holders of Series B Preferred Stock shall not be entitled to receive dividends. The holders of Series B Preferred Stock shall not be entitled to vote on any matters submitted to a vote of the Shareholders of the Company. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of Series B Preferred Stock may at their election convert such shares in to fully paid and non-assessable shares of common stock at the rate of ten shares of common stock for each share of series B Preferred Stock. The Board of Directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series of preferred stock designated as Series B Preferred Stock (the “Series B Preferred Stock”) with a stated value of $0.001 per share. The number of authorized shares constituting the Series B Preferred Stock was Three Hundred Thousand (300,000) shares. At December 31, 2019 and December 31, 2018 there are 0 and 0 shares issued and outstanding, respectively. On April 14, 2011, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series C Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series C Preferred Stock shall be as hereinafter described. The holders of Series C Preferred Stock shall not be entitled to receive dividends nor shall dividends be paid on common stock or any other Series Preferred Stock while Series C Preferred shares are outstanding. The holders of Series C Preferred Stock shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company and shall have such number of votes equal to the number of shares of Series C Preferred Stock held on a forty votes per one share basis. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of Series C Preferred Stock may at their election convert such shares in to fully paid and non-assessable shares of common stock at the rate of forty shares of common stock for each share of series C Preferred Stock. The Board of directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series of preferred stock designated as Series C Preferred Stock (the “Series C Preferred Stock”) with a stated value of $0.001 per share. The number of authorized shares constituting the Series C Preferred Stock was One Million (1,000,000) shares. At December 31, 2019 and December 31, 2018, there are 0 and 0 shares issued and outstanding, respectively On November 14, 2017, the Company’s Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series D Preferred Stock” with a stated value of $0.001 per share. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series D Preferred Stock shall be as hereinafter described. The holders of Series D Preferred Stock shall not be entitled to receive dividends. If at least one share of Series D Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series D Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of Series A, plus Series B, plus Series C Preferred Stocks which are issued and outstanding at the time of voting. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of Series D Preferred Stock may at their election convert such shares in to fully paid and non-assessable shares of common stock upon the following formula: Calculation- Each individual share of Series D Preferred Stock shall be convertible into the number of shares of Common Stock equal to: [5000] divided by: [.80 times the lowest closing price of the Company’s common stock for the immediate five-day period prior to the receipt of the Notice of Conversion remitted to the Company by the Series D Preferred stockholder] The number of authorized shares constituting the Series D Preferred Stock was Five Hundred Thousand (500,000) shares. At December 31, 2019 and December 31, 2018, there are 100 and 100 shares issued and outstanding, respectively. Common Stock Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. A vote by the holders of a majority of the Company’s outstanding voting shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s articles of incorporation. Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after In April 2018, the Board of Directors approved a 1:4000 reverse stock split. On December 7, 2018, the Company filed a new Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority (“FINRA”) for the Company’s approved 1:4000 reverse stock split. On December 27, 2018, the Company was notified by FINRA that it had sufficient information to pass on the corporate action. The Company’s common stock began trading on a post-split basis beginning on December 28, 2018 (the “Effective date”). The trading symbol for the Company’s common stock was changed to “UNGSD” for the first twenty business days including the effective date, thereafter the trading symbol reverted back to “UNGS.” Common Stock and Preferred Stock Issuances For the years ended December 31, 2019 and 2018, the Company issued and/or sold the following unregistered securities: Common Stock 2019 On January 4, 2019, the Company issued 37,500 shares of its common stock (with a fair value of $14,959) in satisfaction of $15,000 in accounts payable due a consultant. On January 7, 2019, the prior owner of AMDAQ, Ltd and the prior owners of the AMDAQ tokens agreed to a reduction in the number of common shares of AMDAQ Corp that they would retain. Of the 15,000,000 shares of AMDAQ Corp common stock issued to the prior owner of AMDAQ, Ltd, 7,500,000 were returned to AMDAQ Corp to be retired. Of the 3,000,000 shares of AMDAQ Corp common stock issued for the purchase of the AMDAQ tokens, 1,500,000 were returned to AMDAQ Corp to be retired. On February 7, 2019, the Company issued 594,066 shares of its common stock to a convertible noteholder in satisfaction of $642 accrued interest. The $59,418 excess of the $60,060 fair value of the 594,066 shares over the $642 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2019. On February 14, 2019, the Company issued 1,500,000 shares of its common stock to a Valvasone Trust affiliate as payment for services rendered on behalf of the Company. The $150,000 fair value of the 1,500,000 shares was charged to professional fees in the three months ended March 31, 2019. On February 20, 2019, the Company issued 536,585 shares of its common stock to a convertible noteholder in satisfaction of $1,100 notes payable. The $52,559 excess of the $53,659 fair value of the 536,585 shares over the $1,100 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2019. On April 17, 2019, the Company issued 116,822 shares of its common stock to Wayne Anderson, the Company’s chief executive officer and sole officer and director of the Company, in satisfaction of $10,000 director’s stock-based compensation for the first quarter of calendar year 2019. On August 22, 2019, the Company issued 583,523 shares of its common stock to a convertible noteholder in satisfaction of $345 principal and $851 interest against an outstanding note. The $7,557 excess of the $8,753 fair value of the 583,523 shares over the $1,196 liability reduction was charged to loss on conversion of debt in the three months ended September 30, 2019. On September 9, 2019, the Company issued 1,226,583 shares of its common stock to a convertible noteholder in satisfaction of $1,300 interest against an outstanding note. The $10,966 excess of the $12,266 fair value of the 1,226,583 shares over the $1,300 liability reduction was charged to loss on conversion of debt in the three months ended September 30, 2019. On September 15, 2019, the Company issued 10,000,000 shares of restricted common stock for the purchase of $100,000 in inventory. Please see NOTE C – INVENTORY On September 25, 2019, the Company issued 6,000,000 shares of restricted common stock for the purchase of $60,000 in inventory. Please see NOTE C – INVENTORY On October 28, 2019, the Company issued 1,248,390 shares of its common stock to a convertible noteholder as a partial cashless exercise of a warrant. On October 28, 2019, the Company issued 1,000,000 shares of its common stock to a convertible noteholder in satisfaction of $3,700 principal and $500 in fees against an outstanding note. The $5,800 excess of the $10,000 fair value of the 1,000,000 shares over the $4,200 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2019. On November 25, 2019, the Company issued 2,072,133 shares of its common stock to a convertible noteholder in satisfaction of $605 principal and $721 in accrued interest against an outstanding note. The $19,395 excess of the $20,721 fair value of the 2,072,133 shares over the $1,326 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2019. On December 5, 2019, the Company issued 893,006 shares of its common stock to a convertible noteholder as a partial cashless exercise of a warrant. On December 5, 2019, the Company issued 772,133 shares of its common stock to a convertible noteholder in satisfaction of $400 principal, $721 in accrued interest and $500 in fees against an outstanding note. The $2,240 excess of the $3,861 fair value of the 772,133 shares over the $1,621 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2019. On December 10, 2019, the Company issued 3,545,487 shares of its common stock to a convertible noteholder in satisfaction of $1,875 principal and $39 in accrued interest against an outstanding note. The $9.077 excess of the $10,991 fair value of the 3,545,487 shares over the $1,914 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2019. On December 12, 2019, the Company issued 1,940,268 shares of its common stock to a convertible noteholder in satisfaction of $3,150 principal, $17 in accrued interest and $500 in fees against an outstanding note. The $1,572 excess of the $5,239 fair value of the 1,940,268 shares over the $3,667 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2019. On December 20, 2019, the Company issued 2,023,234 shares of its common stock to a convertible noteholder in satisfaction of $2,600 principal, $16 in accrued interest and $500 in fees against an outstanding note. The $3,156 excess of the $6,272 fair value of the 2,023,234 shares over the $3,116 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2019. On December 26, 2019, the Company issued 4,093,514 shares of its common stock to a convertible noteholder in satisfaction of $1,773 principal and $28 in accrued interest against an outstanding note. The $8,023 excess of the $9,824 fair value of the 4,093,514 shares over the $1,801 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2019. On December 30, 2019, the Company issued 2,116,895 shares of its common stock to a convertible noteholder in satisfaction of $2,600 principal, $12 in accrued interest and $500 in fees against an outstanding note. The $3,239 excess of the $6,351 fair value of the 2,116,895 shares over the $3,112 liability reduction was charged to loss on conversion of debt in the three months ended December 31, 2019. 2018 In December 2018, the Company issued 995,025 shares of its common stock (with a fair value of $40,000) to Wayne Anderson, the Company’s chief executive officer and sole officer and director of the Company, in satisfaction of $40,000 accrued director’s compensation for the calendar year 2018. In December 2018, the Company issued 2,176,617 shares of its common stock (with a fair value of $70,000) to Wayne Anderson in satisfaction of $70,000 accrued director’s compensation for the calendar years 2011-2017. The number of common shares authorized with a par value of $0.001 per share at December 31, 2019 and December 31, 2018 is 750,000,000 and 750,000,000, respectively. At December 31, 2019 and December 31, 2018, there are 49,209,761 and 5,909,113 shares of common stock issued and outstanding, respectively. Preferred Stock None Warrants and Options A summary of warrants and options activity follows: Shares Equivalent Options Warrants Total Balance, January 1, 2017 25,000 - 25,000 Granted in year ended December 31, 2017 - - - Balance December 31, 2017 25,000 - 25,000 Options (exercisable at $0.40 per share) granted to Wayne Anderson in connection with April 1, 2018 Employment Agreement 25,000 - 25,000 Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $30,000 Promissory Note on October 9, 2018 - 62,500 62,500 Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $33,000 Promissory Note on December 31, 2018 - 82,500 82,500 Balance, December 31, 2018 50,000 145,000 195,000 Warrants (exercisable at $0.025 per share) issued to Darling Capital, LLC in connection with sale of $12,500 Promissory Note dated January 9, 2019 - 3,000,000 3,000,000 Warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 - 26,250 26,250 Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 - 26,250 26,250 Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,550 Promissory Note dated February 20, 2019 - 26,250 26,250 Balance March 31, 2019 50,000 3,223,750 3,273,350 Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,000 Promissory Note dated May 2, 2019 - 50,000 50,000 Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,000 Promissory Note dated May 2, 2019 - 50,000 50,000 Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated June 5, 2019 - 220,000 220,000 Balance, June 30, 2019 50,000 3,543,750 3,593,750 Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated July 2, 2019 - 220,000 220,000 Warrants (exercisable at $.08 per share) issued to Armada Investment Fund, LLC in connection with sale of $15,400 Promissory Note dated July 24, 2019 - 256,667 256,667 Warrants (exercisable at $.08 per share) issued to BHP Capital NY Inc in connection with sale of $15,400 Promissory Note dated July 24, 2019 - 256,667 256,667 Warrants (exercisable at $.08 per share) issued to Fourth Man, LLC in connection with sale of $15,400 Promissory Note dated July 24, 2019 - 256,667 256,667 Balance, September 30, 2019 50,000 4,533,751 4,583,751 Warrants (exercisable at $.024 per share) issued to BHP Capital NY Inc in connection with sale of $13,750 Promissory Note dated October 16, 2019 - 761,958 761,958 Warrants (exercisable at $.024 per share) issued to Fourth Man, LLC in connection with sale of $13,750 Promissory Note dated October 16, 2019 - 761,958 761,958 Warrants (exercisable at $.024 per share) issued to Armada Investment Fund, LLC in connection with sale of $25,300 Promissory Note dated October 30, 2019 - 1,402,000 1,402,000 Warrants (exercisable at $.024 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated December 13, 2019 - 841,200 841,200 Exercise of warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 - (26,250 ) (26,250 ) Balance, December 31, 2019 50,000 8,274,617 8,324,617 As of December 31, 2019, the Company has nineteen warrants and options issued and outstanding granting the holders the right to purchase up to a total of 8,324,617 shares of its common stock. The following table summarizes information about warrants outstanding as of December 31, 2019: Number Outstanding At December 31, 2019 Exercise Price Expiration Date 25,000 $ 0.80 April 1, 2020 25,000 $ 0.40 April 1, 2023 62,500 $ 0.40 October 9, 2023 82,500 $ 0.40 December 31, 2023 3,000,000 $ 0.025 January 9, 2024 52,500 $ 0.10 February 20, 2024 100,000 $ 0.10 May 2, 2024 440,000 $ 0.075 June 5, 2024 770,001 $ 0.08 July 24, 2024 1,523,916 $ 0.024 October 16, 2024 1,402,000 $ 0.024 October 30, 2024 841,200 $ 0.024 December 13, 2024 8,324,617 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE O - INCOME TAXES The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate for the periods presented to income (loss) before income taxes. The income tax rate was 21% for the years ended December 31, 2019 and 2018. The sources of the difference are as follows: Year Ended December 31, 2019 December 31, 2018 Expected tax $ 1,219,028 $ (1,619,308 ) Non-deductible stock-based compensation 171,654 - Non-deductible loss on conversion of notes payable and accrued interest 38,430 - Non-deductible loss (nontaxable income) from derivative liability (1,608,450 ) 1,621,697 Non-deductible amortization of debt discounts 40,060 2,667 Increase (decrease) in Valuation allowance 139,278 (5,056 ) Provision for (benefit from) income taxes $ - $ - All tax years remain subject to examination by the Internal Revenue Service. Significant components of the Company’s deferred income tax are as follows: December 31, 2019 December 31, 2018 Unpaid accrued officer and director compensation $ 113,287 $ 168,910 Net operating loss carry-forwards 2,257,245 2,062,344 Valuation allowance (2,370,532 ) (2,231,254 ) Net non-current deferred tax asset $ - $ - Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $2,370,532 attributable to the future utilization of the $539,464 timing difference relating to unpaid officer and director compensation and the $10,748,786 net operating loss carryforward as of December 31, 2019 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at December 31, 2019. The Company will continue to review this valuation allowance and make adjustments as appropriate. $10,072,705 of the net operating loss carryforward expires in varying amounts from year 2026 to year 2037. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE P - COMMITMENTS AND CONTINGENCIES Occupancy On August 28, 2019, the Company entered into a lease to rent office space located at 501 1st Ave N, Suite 901, St. Petersburg, FL 33701. The lease is for a term of one year and has a monthly rental rate of $480. The Company’s future rental obligation at December 31, 2019 is $3,840. Employment and Director Agreements On April 1, 2018, the Company executed an employment agreement with Wayne Anderson to serve in the role as President, Treasurer, and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term of three (3) years, commencing on April 1, 2018 and terminating on March 31, 2021, unless earlier terminated as provided in the Agreement. The Agreement included options to Mr. Anderson to purchase 25,000 shares of common stock at a price of $0.40 per share. The agreement provides for Mr. Anderson to receive an annual compensation of $270,000 for each of the three years of the Agreement. Please see NOTE I – ACCRUED OFFICER AND DIRECTOR COMPENSATION On January 2, 2018, the Company executed a new Board of Directors Service Agreement with Wayne Anderson. Under the terms of the Agreement, commencing January 2, 2018 the Company is to pay Mr. Anderson $10,000 per quarter for which Mr. Anderson serves on the Board of Directors. In addition to cash compensation, the Company is to issue Mr. Anderson the equivalent of $10,000 of the Company’s common stock on the last calendar day of each quarter. The calculation for the number of shares to be issued to Mr. Anderson shall be as follows: $10,000/(Closing stock price on the last trading day of each quarter x .80). Please see NOTE I – ACCRUED OFFICER AND DIRECTOR COMPENSATION On April 1, 2015, the Company executed an employment agreement with Wayne Anderson to serve in the role as President, Treasurer, and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term of three (3) years, commencing on April 1, 2015, and terminating on March 31, 2018, unless earlier terminated as provided in the Agreement. The Agreement included options to Mr. Anderson to purchase 25,000 shares of common stock at a price of $0.40 per share. Mr. Anderson was accrued an annual compensation of $221,767 for each of the three years of the Agreement. On January 5, 2011, the Company executed a Board of Directors Service Agreement with Wayne Anderson. Under the terms of the Agreement, commencing January 5, 2011 the Company was to pay Mr. Anderson the equivalent of $2,500 per quarter in common stock for which Mr. Anderson served on the Board of Directors. For the years ended December 31, 2011 to December 31, 2017, the Company expensed $10,000 per year, which was satisfied through the issuance of the Company’s common stock on December 31, 2018. Please see NOTE I – ACCRUED OFFICER AND DIRECTOR COMPENSATION Legal From time to time, the Company is subject to litigation from service providers and others. As of December 31, 2019 and December 31, 2018, there are two outstanding judgments against the Company totaling $6,658 and $6,658, respectively (which is included in accounts payable). As of December 31, 2019 and December 31, 2018 and at the date of issuance of these financial statements, there is no outstanding litigation against the Company. Key Man life insurance On July 17, 2019, the Company applied for a 10-year term Key Man life insurance policy for its sole officer and director, Jimmy Wayne Anderson, in the amount of $500,000. The policy was approved in August 2019 with an effective start date of September 1, 2019. The monthly cost to the company is $59.38. |
Going Concern Uncertainity
Going Concern Uncertainity | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainity | NOTE Q - GOING CONCERN UNCERTAINITY Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued. In performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to meet our financial obligations as they become due. We have a history of net losses: As of December 31, 2019, we had an accumulated deficit of $14,667,703. For the year ended December 31, 2019, we used cash from operating activities of $202,435. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements. In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM). There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through March 2022. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE R - SUBSEQUENT EVENTS On January 10, 2020, the Company entered into a separate Securities Purchase Agreement (the “Agreement”) with each of Armada Investment Fund, LLC (“Armada”) and Fourth Man, LLC (“FM”) wherein the Company issued each of Armada and FM a Convertible Promissory Note (the “Note”) in the amount of $18,425 ($1,675 OID). Each Note has a term of one (1) year (due on January 10, 2021) and bears interest at 8% annually. As part and parcel of the foregoing transaction, Armada and FM were each issued a warrant granting the holder the right to purchase up to 921,250 shares of the Company’s common stock at an exercise price of $0.024 for a term of 5-years. The transactions closed on January 13, 2020. In addition, 32,000,000 shares of the Company’s common stock have been reserved at Pacific Stock Transfer Corporation, our transfer agent, for each of Armada and FM for possible issuance upon the conversion of each Note into shares of our common stock. The transactions closed on January 13, 2020. On January 13, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Deep Green Waste & Recycling, Inc. (hereinafter “Deep Green”) wherein Deep Green issued the Company a Convertible Promissory Note (the “Note”) in the amount of $35,000 ($5,000 OID). The Note has a term of one (1) year (due on January 13, 2021) and bears interest at 8% annually. As part and parcel of the foregoing transaction, the Company was issued a warrant granting the holder the right to purchase up to 262,500 shares of Deep Green’s common stock at an exercise price of $0.04 for a term of 5-years. As part of the Note, the Company executed a Registration Rights Agreement (the “RRA”) dated January 13, 2020. Among other things, the RRA provides for Deep Green to file a Registration Statement with the SEC covering the resale of shares underlying the Note and the warrant and to have declared effective such Registration Statement. In the event that Deep Green doesn’t meet the registration requirements provided for in the RRA, Deep Green is obligated to pay the Company certain payments for such failures. In addition, 6,000,000 shares of Deep Green’s common stock have been reserved at Transfer Online, Deep Green’s transfer agent, for the Company for possible issuance upon the conversion of the Note into shares of Deep Green’s common stock. The transaction closed on January 16, 2020. On March 6, 2020, the Company entered into an Assignment Agreement (the “Agreement”) with Armada Investment Fund, LLC (“Assignee”). Under the terms of the Agreement, the Company sold, assigned, conveyed and transferred its interest into the Securities Purchase Agreement, Convertible Promissory Note (principal amount of $23,000), Stock Purchase Warrant Agreement (262,500 shares of common stock) and Registration Rights Agreement entered into by the Company and Deep Green Waste & Recycling, Inc. all dated January 13, 2020 in exchange for Ten Thousand Five Hundred and No/100 Dollars ($10,500) cash compensation and the forgiveness of all principal and interest remaining on the Amended and Restated Replacement Convertible Promissory Note issued by the Company to the Assignee dated February 12, 2019. The transaction closed on March 12, 2020. On April 14, 2020, the Company issued 2,448,979 shares of its common stock to a convertible noteholder in satisfaction of $1,900 of principal and $500 of fees against an outstanding note. The $3,733 excess of the $5,633 fair value of the 2,448,979 shares over the $1,900 liability reduction will be charged to loss on conversion of debt. On May 4, 2020, the Company issued 2,551,020 shares of its common stock to a convertible noteholder in satisfaction of $2,000 of principal and $500 of fees against an outstanding note. The $6,673 excess of the $8,673 fair value of the 2,551,020 shares over the $2,000 liability reduction will be charged to loss on conversion of debt. On May 6, 2020, the Company issued 4,093,514 shares of its common stock to a convertible noteholder in satisfaction of $1,773 of principal and $28 of interest against an outstanding note. The $12,526 excess of the $14,327 fair value of the 4,093,514 shares over the $1,801 liability reduction will be charged to loss on conversion of debt. On May 21, 2020, the Company issued 5,685,666 shares of its common stock to a convertible noteholder in satisfaction of $625 of principal, $160 of interest and $921 of fees against an outstanding note. The $19,115 excess of the $19,900 fair value of the 5,685,666 shares over the $785 liability reduction will be charged to loss on conversion of debt. On June 5, 2020, the Company issued 5,699,000 shares of its common stock to a convertible noteholder in satisfaction of $9 of interest and $1,701 of fees against an outstanding note. The $14,239 excess of the $14,248 fair value of the 5,699,000 shares over the $9 liability reduction will be charged to loss on conversion of debt. On June 10, 2020, the Company issued 6,823,020 shares of its common stock to a convertible noteholder in satisfaction of $2,047 of interest against an outstanding note. The $16,375 excess of the $18,422 fair value of the 6,823,020 shares over the $2,047 liability reduction will be charged to loss on conversion of debt. On June 24, 2020, the Company issued 7,504,633 shares of its common stock to a convertible noteholder in satisfaction of $212 of principal and $2,039 of interest against an outstanding note. The $13,509 excess of the $15,760 fair value of the 7,504,633 shares over the $2,251 liability reduction will be charged to loss on conversion of debt. On June 25, 2020, the Company issued 8,254,333 shares of its common stock to a convertible noteholder in satisfaction of $2,476 of principal against an outstanding note. The $18,985 excess of the $21,461 fair value of the 8,254,333 shares over the $2,476 liability reduction will be charged to loss on conversion of debt. On July 13, 2020, the Company issued 9,078,933 shares of its common stock to a convertible noteholder in satisfaction of $2,683 of principal and $41 of interest against an outstanding note. The $15,434 excess of the $18,158 fair value of the 9,078,933 shares over the $2,724 liability reduction will be charged to loss on conversion of debt. On July 27, 2020, the Company issued 9,985,933 shares of its common stock to a convertible noteholder in satisfaction of $2,996 of principal against an outstanding note. The $21,969 excess of the $24,965 fair value of the 9,985,933 shares over the $2,996 liability reduction will be charged to loss on conversion of debt. On August 4, 2020, the Company issued 5,442,933 shares of its common stock to a convertible noteholder in satisfaction of $1,633 of principal against an outstanding note. The $16,329 excess of the $17,962 fair value of the 5,442,933 shares over the $1,633 liability reduction will be charged to loss on conversion of debt. On August 4, 2020, the Company issued 5,540,600 shares of its common stock to a convertible noteholder in satisfaction of $1,158 of principal and $2,167 of interest against an outstanding note. The $14,959 excess of the $18,284 fair value of the 5,540,600 shares over the $3,325 liability reduction will be charged to loss on conversion of debt. On August 4, 2020, the Company issued 4,225,000 shares of its common stock to a convertible noteholder in satisfaction of $2,180 of interest and $1,200 of fees against an outstanding note. The $11,763 excess of the $13,943 fair value of the 4,225,000 shares over the $2,180 liability reduction will be charged to loss on conversion of debt. On August 11, 2020, the Company issued 6,403,850 shares of its common stock to a convertible noteholder in satisfaction of $3,842 of principal against an outstanding note. The $25,616 excess of the $29,458 fair value of the 6,403,850 shares over the $3,842 liability reduction will be charged to loss on conversion of debt. On August 14, 2020, the Company issued 10,778,000 shares of its common stock to a convertible noteholder in satisfaction of $3,449 of interest against an outstanding note. The $49,363 excess of the $52,812 fair value of the 10,778,000 shares over the $3,449 liability reduction will be charged to loss on conversion of debt. On August 21, 2020, the Company issued 15,530,500 shares of its common stock to a convertible noteholder in satisfaction of $4,235 of principal and $734 of interest against an outstanding note. The $44,729 excess of the $49,698 fair value of the 15,530,500 shares over the $4,969 liability reduction will be charged to loss on conversion of debt. On October 10, 2020, the Company issued 25,862,069 shares of its common stock to a convertible noteholder in satisfaction of $8,850 of principal and $6,150 of interest against an outstanding note. The $34,178 excess of the $49,178 fair value of the 25,862,069 shares over the $15,000 liability reduction will be charged to loss on conversion of debt. On October 21, 2020, the Company issued 28,533,866 shares of its common stock to a convertible noteholder in satisfaction of $9,883 of principal and $2,958 of interest against an outstanding note. The $41,373 excess of the $54,214 fair value of the 28,533,866 shares over the $12,841 liability reduction will be charged to loss on conversion of debt. On November 5, 2020, the Company issued 13,121,179 shares of its common stock to a convertible noteholder in satisfaction of $5,117 of principal against an outstanding note. The $13,253 excess of the $18,370 fair value of the 13,121,179 shares over the $5,117 liability reduction will be charged to loss on conversion of debt. On January 9, 2021, the Company issued 34,368,854 shares of its common stock to a convertible noteholder in satisfaction of $12,500 of principal and $3,997 of interest against an outstanding note. The $86,610 excess of the $103,107 fair value of the 34,368,854 shares over the $16,497 liability reduction will be charged to loss on conversion of debt. On February 9, 2021, the Company issued 12,842,105 shares of its common stock to a convertible noteholder in satisfaction of $11,000 of interest against an outstanding note. The $84,032 excess of the $95,032 fair value of the 12,842,105 shares over the $11,000 liability reduction will be charged to loss on conversion of debt. On February 12, 2021, the Company entered into a Consulting Agreement (the “Agreement”) with Deep Green Waste & Recycling, Inc. (hereinafter “Deep Green”), a publicly traded entity under the symbol “DGWR.” Under the terms of the Agreement, the Company is to assist Deep Green in the preparation of its Registration Statement on Form S-1 and preparation of its Annual Report on Form 10-K. The term of the Agreement is for three months or until Deep Green’s Form S-1 is filed with the SEC and the Company is to be compensated 750,000 shares of Deep Green’s common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Sylios Corp and its wholly owned subsidiaries, US Natural Gas Corp KY, US Natural Gas Corp WV, E 3 Petroleum Corp, 5496 NRMF, LLC and 1720 RCMG, LLC. All inter-company balances and transactions have been eliminated in consolidation. |
Cash Equivalents | Cash Equivalents Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents. |
Income Taxes | Income Taxes In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized. We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2019, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. |
Financial Instruments and Fair Value of Financial Instruments | Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis during the periods presented. |
Oil and Gas Properties | Oil and Gas Properties The Company has adopted the successful efforts method of accounting for oil and gas producing activities. Under the successful efforts method, costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip developmental wells are capitalized. Costs to drill exploratory wells that do not find proved reserves, costs of developmental wells on properties the Company has no further interest in, geological and geophysical costs, and costs of carrying and retaining unproved properties are expensed. When a property is determined to contain proved reserves, the capitalized costs of such properties are transferred from unproved properties to proved properties and are amortized by the unit-of-production method based upon estimated proved developed reserves. To the extent that capitalized costs of groups of proved properties having similar characteristics exceed the estimated future net cash flows, the excess, if any, of capitalized costs are written down to the present value of such amounts. Estimated future net cash flows are determined based primarily upon the estimated future proved reserves related to the Company’s current proved properties and, to a lesser extent, certain future net cash flows related to operating and related fees. The Company follows U.S. GAAP in Accounting for Impairments. On sale or abandonment of an entire interest in a proved property, gain or loss is recognized, taking into consideration the amount of any recorded impairment. If a partial interest in a proved property is sold, the amount received is treated as a reduction of the cost of the interest retained. (Please see NOTE E - OIL AND GAS ROYALTY INTERESTS |
Derivative Liabilities | Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative 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 statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. |
Long-lived Assets | Long-lived Assets Long-lived assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
Marketable Equity Securities | Marketable Equity Securities Marketable equity securities are stated at market value with unrealized gains and losses included in operations. The Company has classified its marketable equity securities as trading securities. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent costs incurred in connection with obtaining debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt. |
Equity Instruments Issued to Non-Employees for Acquiring Goods or Services | Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values. |
Stock-Based Compensation | Stock-Based Compensation We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered. |
Related Parties | Related Parties A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party. |
Revenue Recognition | Revenue Recognition Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs. |
Income (loss) per share | Income (loss) per share We compute income (loss) per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock. Basic income (loss) per share amounts are computed by dividing the net income (loss) by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted income (loss) per share are excluded from the calculation. For the year ended December 31, 2018, the Company excluded 216,001,429 shares, relating to convertible notes payable to third parties (Please see NOTE J - NOTES PAYABLE, THIRD PARTIES |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. As amended by the FASB in July 2015, the standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). ASU 2014-09 has not had any significant effect on our Financial statements for the periods presented. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. ASU No. 2016-02 has not had any significant effect on our Financial statements for the periods presented. On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted. The Company has early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Please see NOTE N - CAPITAL STOCK |
Use of Estimates | Use of Estimates 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 and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable, loans payable to related parties, notes payable to third parties, notes payable to related parties and derivative liability. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventory consists of the following at: December 31, December 31, Squeezee scrubbers - - Ampt earbuds - - Totals $ - $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following at: December 31, 2019 December 31, 2018 Land in Macon, GA and storage facility costs development plans (pledged as security for promissory note of $75,000). Please see NOTE – K )(i) 75,000 75,000 Land in Santa Rosa County, Florida (1.1 acre tract)(ii) 17,553 - Computer Software and Hardware 24,160 20,000 Furniture, Fixtures and Equipment 10,828 10,828 Total 127,541 105,828 Accumulated depreciation and depletion (29,740 ) (29,014 ) Net property and equipment $ 97,801 $ 76,814 (i) On October 6, 2018, the Company entered into a Commercial Real Estate Purchase and Sale Agreement with the Company’s President for the purchase of a .92 acre of land located in Bibb County, GA. The purchase price for the land was $40,000. On this same date, the Company entered into an Asset Purchase Agreement with its President for the purchase of all architectural and engineering plans for the development of a storage facility to be constructed on the .92 acre of land. The purchase price for these assets was $35,000. The Company issued its President a Note in the amount of $75,000 on this same date. The Note has a term of one year and bears interest at 3%. The Company’s first payment in the amount of $15,000 was due within 90 days of an effective reverse stock split. As of the date of issuance of these Financial statements, except for a $5,000 payment made by the Company to the Company’s president on November 12, 2018, the Company has not made any payment against the Note. (ii) On October 9, 2019, the Company entered into a Commercial Sales Contract for the purchase of a 1.1 acre tract of land located in Santa Rosa County, Florida. The purchase price for the land was $17,500. The transaction closed on November 4, 2019. |
Oil and Gas Royalty Interests (
Oil and Gas Royalty Interests (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Extractive Industries [Abstract] | |
Schedule of Oil and Gas Royalty Interests | Oil and gas royalty interests consist of: December 31, 2019 December 31, 2018 Royalty interests in 13 wells located in Kentucky, acquired in 2009, shut-in since 2014, and sold to Soligen Technologies, Inc. on May 10, 2018 (1) $ - $ - Royalty interest in oil well located in Fentress County, Tennessee, acquired in September 2015 and shut-in since September 2015. (2) - - Royalty interest in oil well located in Cumberland County, Kentucky, acquired in September 2015 and shut-in since September 2015. (3) - - Totals $ - $ - (1) Pursuant to an Asset Purchase Agreement dated May 10, 2018, USNG KY was granted a royalty interest resulting from the sale of these wells equal to 30% of the gross proceeds of production from the 13 wells and 10% of the gross proceeds of production from any new drilled wells on the sold leases up to a maximum of $140,000. From 2014 to the date of issuance of these financial statements, there has been no production from these wells. No gain or loss has been recognized from the sale of these wells. No guaranteed royalty revenue was granted to the Company in the sale, only a royalty interest dependent on future production. There was no remaining carrying value for these wells at the time of the sale as the wells were fully impaired prior to the year ended December 31, 2017. (2) Represents a 79.5% royalty interest up to $11,500 and a 15% royalty interest thereafter. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $7,500 and reduced the carrying cost of this asset from $7,500 to $0. (3) Represents a 5% royalty interest. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $2,500 and reduced the carrying cost of this asset from $2,500 to $0. |
Investments in and Advances t_2
Investments in and Advances to Spun-off Former Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
The Greater Cannabis Company, Inc. [Member] | |
Schedule of Summarized Financial Information, Balance Sheet | The partial spin-off was recorded at the carrying value of GCAN’s net assets which was a deficit of $113,922 as of March 10, 2017, as follows: ASSETS $ - LIABILITIES Notes payable to Sylios $ 104,557 Accrued interest on notes payable to Sylios 7,604 Loans payable to related parties: Due to Chief Executive Officer of Sylios 1,477 Due to two subsidiaries of Sylios 284 Total liabilities 113,922 Net Assets $ (113,922 ) |
AMDAQ Corp [Member] | |
Schedule of Summarized Financial Information, Balance Sheet | The partial spin-off was recorded at the carrying value of AMDAQ’s net assets which was a deficit of $21,319 as of October 2, 2017, as follows: ASSETS Loans receivable from USNG KY $ 41,714 Total assets 41,714 LIABILITIES Loans payable to Sylios: $ 63,033 Total liabilities 63,033 Net Assets $ (21,319 ) |
Accrued Officer and Director _2
Accrued Officer and Director Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Officer And Director Compensation | |
Schedule of Accrued Officer and Director Compensation | Accrued officer and director compensation is due to Wayne Anderson, the sole officer and director of the Company, and consists of: December 31, 2019 December 31, 2018 Pursuant to April 1, 2015 Employment Agreement $ 6,964 $ 561,835 Pursuant to April 1, 2018 Employment Agreement 472,500 202,500 Pursuant to January 2, 2018 Board of Directors Service Agreement 60,000 40,000 Total $ 539,464 $ 804,335 |
Schedule of Changes in Accrued Officer and Director Compensation | For the years ended December 31, 2019 and 2018, the balance of accrued officer and director compensation changed as follows: Pursuant to Pursuant to Total Balance, December 31, 2017 506,393 70,000 576,393 Officer’s/director’s compensation for year ended December 31, 2018 257,942 80,000 337,942 Issuance of 2,176,617 restricted shares of common stock (with a fair value of $87,500 at a $70,000 agreed reduction of the liability) on December 31, 2018 - (70,000 ) (70,000 ) Issuance of 995,025 restricted shares of common stock (with a fair value of $40,000) on December 31, 2018 - (40,000 ) (40,000 ) Balance, December 31, 2018 764,335 40,000 804,335 Officer’s/director’s compensation for three months ended March 31, 2019 67,500 20,000 87,500 Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. (“GCAN”) common stock from the Company to the Company’s sole officer and director (544,000 ) - (544,000 ) Balance March 31, 2019 (unaudited) 287,835 60,000 347,835 Officer’s/director’s compensation for three months ended June 30, 2019 67,500 20,000 87,500 Cash payments to Officer/Director during the three months ended June 30, 2019 (10,871 ) (12,500 ) (23,371 ) Issuance of 116,822 restricted shares of common stock (with a fair value of $10,000) on April 10, 2019 - (10,000 ) (10,000 ) Balance June 30, 2019 (unaudited) $ 344,464 $ 57,500 $ 401,964 Officer’s/director’s compensation for three months ended September 30, 2019 67,500 20,000 87,500 Cash payments to Officer/Director during the three months ended September 30, 2019 - (8,000 ) (8,000 ) Balance September 30, 2019 (unaudited) $ 411,964 $ 69,500 $ 481,464 Officer’s/director’s compensation for three months ended December 31, 2019 67,500 20,000 87,500 Cash payments to Officer/Director during the three months ended December 31, 2019 - (29,500 ) (29,500 ) Balance, December 31, 2019 $ 479,464 $ 60,000 $ 539,464 |
Notes Payable, Third Parties (T
Notes Payable, Third Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Third Parties | Notes payable to third parties consist of: December 31, 2019 December 31, 2018 Unsecured Convertible Promissory Note payable to Armada Investment Fund, LLC (“Armada”), with interest at 8% payable at maturity with principal (default interest rates ranging from 18% to 24%); convertible into shares of common stock at a variable conversion price equal to 50%-60% of the Market Price which is defined as the lowest Trading Price for the common stock during the 20-trading day period prior to the Conversion Date: Issue date October 9, 2018, maturity date of October 9, 2019, in technical default- net of unamortized debt discount of $0 and $23,178 at December 31, 2019 and December 31, 2018, respectively 30,000 6,822 Issue date December 31, 2018, maturity date of December 31, 2019, in technical default - net of unamortized debt discount of $0 and $33,000 at December 31, 2019 and December 31, 2018, respectively 33,000 - Amended and Restated Replacement Convertible Promissory Note, Issue date February 12, 2019, maturity date of February 12, 2019, in technical default - net of amounts converted into Sylios common stock and net of unamortized debt discount of $0 and $0 at December 31, 2019 and December 31, 2018, respectively 20,400 - Issue date February 18, 2019, maturity date of February 18, 2020 - net of unamortized debt discount of $368 and $0 at December 31, 2019 and December 31, 2018 respectively 2,432 - Issue date June 5, 2019, maturity date of June 5, 2020 - net of unamortized debt discount of $7,053 and $0 at December 31, 2019, December 31, 2018, respectively 9,447 - Issue date July 2, 2019, maturity date of June 5, 2020 - net of unamortized debt discount of $7,053 and $0 at December 31, 2019, December 31, 2018, respectively 9,447 - Issue date July 24, 2019, maturity date of July 24, 2020 - net of unamortized debt discount of $8,649 and $0 at December 31, 2019, December 31, 2018, respectively 6,751 - Issue date October 30, 2019, maturity date of October 30, 2020 - net of unamortized debt discount of $21,004 and $0 at December 31, 2019, December 31, 2018, respectively 4,296 - Issue date December 13, 2019, maturity date of December 13, 2020 - net of unamortized debt discount of $15,688 and $0 at December 31, 2019, December 31, 2018, respectively 812 - Subtotal Armada 116,585 6,822 Unsecured Convertible Promissory Notes payable to Darling Capital, LLC and its affiliate Darling Investments, LLC (“Darling”), all in technical default (except the January 9, 2019 note), with interest at 12% payable at maturity with principal (default interest rates ranging from 18% to 22%); convertible into shares of common stock at a variable conversion price equal to 20-40% of the Market Price, which is defined as the lowest Trading Price for the common stock during the 25 trading day period prior to the Conversion Date. Issue date December 2, 2016, maturity date August 2, 2017 15,000 - Issue date January 10, 2017, maturity date September 10, 2017 5,000 - Issue date January 28, 2017, maturity date September 28, 2017, net of amounts converted into Sylios common stock 2,397 3,984 Issue date February 2, 2017, maturity date November 30, 2017, net of amounts converted into Sylios common stock 4,742 4,742 Issue date February 13, 2017, maturity date November 30, 2017 10,000 10,000 Issue date March 7, 2017, maturity date March 7, 2018, - net of amounts converted into Sylios common stock 10,000 10,000 Issue date January 9, 2019, maturity date January 9, 2020, -net of unamortized debt discount of $308 and $0 at December 31, 2019 and December 31, 2018, respectively 12,192 - Subtotal Darling 59,331 28,726 Unsecured Convertible Promissory Notes payable to Tangiers Investment Group, LLC (“Tangiers”), all in technical default, with interest ranging from 0% to 15% payable at maturity with principal (default interest rates ranging from 0% to 20%); except for the March 16, 2016 Promissory Note, convertible into shares of common stock at a variable conversion price equal to 50% of the Market Price (40% for the note due April 25, 2014), which is defined as the lowest Trading Price for the common stock during the 20 trading day period prior to the Conversion Date. Issue date April 2, 2014, maturity date April 2, 2015, net of amounts converted into Sylios common stock 5,500 3,086 Issue date February 18, 2013 (original issue date December 14, 2010), maturity date December 14, 2011, net of amounts converted into Sylios common stock 521 521 Issue date June 2, 2014, maturity date June 2, 2015, net of amounts converted into Sylios common stock 26,086 26,086 Issue date August 12, 2014, maturity date August 12, 2015 112,500 112,500 Issue date July 3, 2014, maturity date July 3, 2015 50,000 50,000 Issue date June 3, 2015, maturity date June 3, 2016 17,250 17,250 Issue date March 16, 2016, maturity date June 14, 2016 17,500 17,500 Issue date January 27, 2017, maturity date January 27, 2018 55,000 55,000 Subtotal Tangiers 284,357 281,943 Unsecured Convertible Promissory Notes payable to Bullfly Trading Company, Inc. (“Bullfly”), all in technical default until assigned to Armada on February 12, 2019, with interest at 15% payable at maturity with principal, convertible into shares of common stock at a conversion price equal to a 50% discount to the 5-day moving bid average: Issue date June 1, 2016, maturity date December 1, 2016 - 4,000 Issue date July 11, 2016, maturity date January 11, 2017 - 4,000 Subtotal Bullfly - 8,000 Unsecured Convertible Promissory Notes payable to Mountain Properties, Inc. (“Mountain”), all in technical default until assigned to Armada on February 12, 2019, with interest at 15% payable at maturity with principal, convertible into shares of common stock at a conversion price equal to a 50% discount to the 5-day moving bid average: Issue date February 24, 2016, maturity date August 24, 2016 - 7,500 Subtotal Mountain - 7,500 Secured Renewal Notes payable to SLMI Energy Holdings, LLC (“SLMI”), with interest at 3% payable on demand with principal, secured by substantially all assets of the Company per UCC filing dated June 30, 2015: Issue date June 6, 2018 (renewing note dated September 4, 2009) 790,000 790,000 Issue date June 6, 2018 (renewing note dated November 12, 2009) 120,000 120,000 Subtotal SLMI 910,000 910,000 Secured Note payable to MTEL Investment and Management (“MTEL”) in technical default, with interest of $50,000 payable at maturity with principal: Issue date January 11, 2010, maturity date July 10, 2010 100,000 100,000 Subtotal MTEL 100,000 100,000 Unsecured Notes payable to Valvasone Trust (“Valvasone”), all in technical default until satisfied on January 9, 2019, with interest at 3% payable at maturity with principal: Issue date October 7, 2013, maturity date January 31, 2014 - 10,000 Issue date March 30, 2014, maturity date June 30, 2014 - 15,000 Issue date January 11, 2016, maturity date March 31, 2016 - 22,000 Issue date July 1, 2017, maturity date September 30, 2017 - 40,000 Subtotal Valvasone - 87,000 Unsecured Note payable to Mt. Atlas Consulting (“Atlas”) in technical default, with interest at 20% payable at maturity with principal: Issue date November 17, 2017, maturity date April 17, 2018 4,000 4,000 Subtotal Atlas 4,000 4,000 Unsecured Promissory Note payable to Jefferson Street Capital (“Jefferson”), with interest at 8% payable at maturity with principal: Issue date February 18, 2019, maturity date February 18, 2020- net of unamortized debt discount of $1,032 and $0 at December 31, 2019 and December 31, 2018, respectively 6,818 - Issue date May 2, 2019, maturity date February 3, 2020- net of unamortized debt discount of $1,025 and $0 at December 31, 2019 and December 31, 2018, respectively 9,975 - Subtotal Jefferson 16,793 Unsecured Promissory Note payable to BHP Capital NY, Inc. (“BHP”), with interest at 8% payable at maturity with principal (default interest rates ranging from 18% to 24%); convertible into shares of common stock at a variable conversion price equal to 50%-60% of the Market Price which is defined as the lowest Trading Price for the common stock during the 20-trading day period prior to the Conversion Date: Issue date February 18, 2019, maturity date February 18, 2020- net of unamortized debt discount of $1,550 and $0 at December 31, 2019 and December 31, 2018, respectively 10,000 - Issue date May 2, 2019, maturity date February 3, 2020- net of unamortized debt discount of $1,025 and $0 at December 31, 2019 and December 31, 2018, respectively 9,975 - Issue date July 24, 2019, maturity date of July 24, 2020- net of unamortized debt discount of $8,649 and $0 at December 31, 2019, December 31, 2018, respectively 6,751 - Issue date October 16, 2019, maturity date of October 16, 2020- net of unamortized debt discount of $10,887 and $0 at December 31, 2019, December 31, 2018, respectively 2,863 - Subtotal BHP 29,589 - Unsecured Promissory Note payable to Fourth Man, LLC. (“FOURTH”), with interest at 8% payable at maturity with principal (default interest rate of 18%); convertible into shares of common stock at a variable conversion price equal to 60% of the Market Price which is defined as the lowest Trading Price for the common stock during the 20-trading day period prior to the Conversion Date: Issue date July 24, 2019, maturity date of July 24, 2020- net of unamortized debt discount of $8,649 and $0 at December 31, 2019, December 31, 2018, respectively 6,751 - Issue date October 16, 2019, maturity date of October 16, 2020- net of unamortized debt discount of $10,887 and $0 at December 31, 2019, December 31, 2018, respectively 2,863 - Subtotal FOURTH 9,614 - Unsecured Promissory Note payable to Pacific Stock Transfer Company (“Pacific”) in technical default, with interest at 5% payable at maturity with principal: Issue date August 11, 2017, maturity date November 11, 2017 3,250 6,250 Subtotal Pacific 3,250 6,250 Total $ 1,533,519 $ 1,440,242 |
Schedule of Concentration of Debt Due Lenders | Concentration of Debt Due Lenders: SLMI Tangiers Other Total December 31, 2019 Promissory notes payable, net of discount $ 910,000 $ 284,357 $ 339,162 $ 1,533,519 Accrued interest: Stated interest 306,584 103,077 93,559 503,220 Additional default interest - - 23,474 23,474 Total accrued interest 306,584 103,077 117,033 526,694 Total debt $ 1,216,584 $ 387,434 $ 456,195 $ 2,060,213 December 31, 2018 Promissory notes payable, net of discount $ 910,000 $ 281,943 $ 248,299 $ 1,440,242 Accrued interest: Stated interest 279,284 79,145 80,985 439,414 Additional default interest - - - - Total accrued interest 279,284 79,145 80,985 439,414 Total debt $ 1,189,284 $ 361,088 $ 329,284 $ 1,879,656 |
Schedule of Interest Expense | Interest expense consists of: Year Ended December 31, 2019 December 31, 2018 Stated interest $ 110,290 $ 71,446 Additional default interest 23,474 95,636 Amortization of debt discounts 190,762 12,699 Totals $ 324,526 $ 179,781 |
Schedule of Additional Default Interest Expense | The stated interest and additional default interest expense relates to the following lenders: Year Ended December 31, 2019 December 31, 2018 SLMI $ $ Stated Interest 27,300 27,042 Additional default interest - 30,667 Total SLMI 27,300 57,709 Tangiers: Stated Interest 23,932 23,600 Additional default interest - 49,958 Total Tangiers 23,932 73,558 Other lenders Stated Interest 59,058 20,804 Additional default interest 23,474 15,011 Total others 82,532 35,815 Totals Stated Interest 110,290 71,446 Additional default interest 23,474 95,636 Total all Lenders $ 133,764 $ 167,082 |
Schedule of Income from Modification of Convertible and Non-Convertible Notes Payable | Income from modification of convertible and non-convertible notes payable consists of: Year Ended December 31, 2019 December 31, 2018 Waiver of prior and future additional default interest pursuant to debt modifications with SLMI Energy Holdings, LLC on June 8, 2018 (1) $ - $ 343,540 Waiver of prior and future additional default interest pursuant to debt modifications with Darling Capital, LLC on December 6, 2018 (2) - 9,366 Waiver of prior and future additional default interest pursuant to debt modifications with Tangiers Investment Group, LLC on December 18, 2018 (2) - 109,607 Total $ - $ 462,513 (1) The debt modifications with SLMI Energy Holdings, LLC (“SLMI”) provide that in the event that the Company does not make a payment to SMLI within 30 days written notice of demand by SLMI, all unpaid interest accruing since September 4, 2009 (in the case of the original September 4, 2009 Note) and accruing since November 12, 2009 (in the case of the original November 12, 2009 Note) shall accrue at a 18% default interest rate rather than the 3% stated interest rate in the Renewal Notes. If that had occurred on December 31, 2019, the additional default interest accruable would have been approximately $1,365,000. As of the date of the issuance of these financial statements, SLMI has not provided the Company any notice of demand for payment and accordingly, the Company is not in default of these obligations. (2) As of the date of the issuance of these financial statements, waivers of the additional default interest for both Darling and Tangiers obligations remain in effect. However, the Company is still in technical default for the principal and stated interest of these significantly past-due convertible promissory notes. |
Schedule of Gain on Settlement of Convertible Notes Payable | Gain on settlement of convertible notes payable consists of: Year Ended December 31, 2019 December 31, 2018 (Unaudited) Company payment of $15,000 on October 5, 2018 in full and final settlement of $130,298 debt and $83,100 accrued interest due Beaufort Capital Partners, LLC $ - $ 198,398 Total $ - $ 198,398 |
Schedule of Convertible Note Conversions | Convertible Note Conversions: For the year ended December 31, 2019, the Company issued the following shares of common stock upon the conversions of portions of the Convertible Notes: Principal Interest Fees Total Conversion Shares Issued Date Conversion Conversion Conversion Conversion Price Issued to 2/7/2019 $ - $ 642 $ - $ 642 $ 0.00106 594,066 Darling 2/20/2019 1,100 - - 1,100 0.00205 536,585 Armada 8/26/2019 345 851 - 1196 0.002 583,523 Armada 9/9/2019 - 1,300 - 1,300 0.00106 1,226,583 Darling 10/28/2019 3,700 - 500 4,200 0.00402 1,000,000 Jefferson 11/25/2019 605 721 - 1,326 0.00064 2,072,133 Darling 12/5/2019 400 721 500 1,621 0.00210 772,133 Armada 12/10/2019 1,875 39 - 1,914 0.00054 3,545,487 Darling 12.12.2019 3,150 17 500 3,667 0.00189 1,940,268 Armada 12/20/2019 2,600 16 500 3116 0.00154 2,023,234 Armada 12/26/2019 1,773 28 - 1,801 0.00044 4,093,514 Darling 12/30/2019 2,600 12 500 3,112 0.00147 2,116,895 Armada $ 18,148 $ 4,347 $ 2,500 $ 24,995 22,645,817 |
Schedule of Loss on Conversions of Notes Payable | Loss on conversions of notes payable consists of: Year ended December 31, 2019 December 31, 2018 Armada convertible notes $ (70,322 ) $ - Jefferson convertible notes (5,800 ) - Darling convertible notes (106,878 ) - Total $ (183,000 ) $ - |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Related Parties | Notes payable to related parties consist of: December 31, 2019 December 31, 2018 Secured Promissory Note dated October 6, 2018 payable to Wayne Anderson, CEO of the Company, interest at 3%, due October 6, 2019 $ 70,000 $ 70,000 Unsecured Promissory Note dated September 15, 2017, payable to Around the Clock Partners, LP (entity controlled by Wayne Anderson), interest at 3%, due September 15, 2018 68,000 78,000 Total $ 138,000 $ 148,000 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability | The derivative liability at December 31, 2019 and December 31, 2018 consisted of: December 31, 2019 December 31, 2018 Convertible Promissory Notes payable to Armada Investment Fund, LLC. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES $ 297,868 $ 1,076,786 Convertible Promissory Notes payable to Darling Capital, LLC and its affiliate Darling Investments, LLC. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES 207,837 2,248,272 Convertible Promissory Notes payable to Tangiers Investment Group, LLC. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES 584,473 5,354,400 Convertible Promissory Notes payable to Bullfly Trading Company, Inc. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES - 1,960 Convertible Promissory Note dated February 24, 2016 payable to Mountain Properties, Inc. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES - 1,838 Convertible Promissory Note payable to Jefferson Street Capital, LLC. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES 24,431 - Convertible Promissory Note payable to BHP Capital NY, Inc. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES 83,012 - Convertible Promissory Note dated July 24, 2019 payable to Fourth Man, LLC. Please see NOTE J – NOTES PAYABLE, THIRD PARTIES 54,301 - Total derivative liability $ 1,251,922 $ 8,683,257 |
Schedule of Derivative Liability Income (Expense) | Derivative liability income (expense) consists of: Year ended December 31, 2019 December 31, 2018 Beaufort convertible notes $ - $ 220,382 Armada convertible notes 902,168 (1,103,786 ) Darling convertible notes 2,052,935 (2,041,937 ) Tangiers convertible notes 4,769,927 (4,914,831 ) Other convertible notes (65,745 ) 27,803 Total $ 7,659,285 $ (7,722,369 ) |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Warrants and Options Activity | A summary of warrants and options activity follows: Shares Equivalent Options Warrants Total Balance, January 1, 2017 25,000 - 25,000 Granted in year ended December 31, 2017 - - - Balance December 31, 2017 25,000 - 25,000 Options (exercisable at $0.40 per share) granted to Wayne Anderson in connection with April 1, 2018 Employment Agreement 25,000 - 25,000 Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $30,000 Promissory Note on October 9, 2018 - 62,500 62,500 Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $33,000 Promissory Note on December 31, 2018 - 82,500 82,500 Balance, December 31, 2018 50,000 145,000 195,000 Warrants (exercisable at $0.025 per share) issued to Darling Capital, LLC in connection with sale of $12,500 Promissory Note dated January 9, 2019 - 3,000,000 3,000,000 Warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 - 26,250 26,250 Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 - 26,250 26,250 Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,550 Promissory Note dated February 20, 2019 - 26,250 26,250 Balance March 31, 2019 50,000 3,223,750 3,273,350 Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,000 Promissory Note dated May 2, 2019 - 50,000 50,000 Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,000 Promissory Note dated May 2, 2019 - 50,000 50,000 Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated June 5, 2019 - 220,000 220,000 Balance, June 30, 2019 50,000 3,543,750 3,593,750 Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated July 2, 2019 - 220,000 220,000 Warrants (exercisable at $.08 per share) issued to Armada Investment Fund, LLC in connection with sale of $15,400 Promissory Note dated July 24, 2019 - 256,667 256,667 Warrants (exercisable at $.08 per share) issued to BHP Capital NY Inc in connection with sale of $15,400 Promissory Note dated July 24, 2019 - 256,667 256,667 Warrants (exercisable at $.08 per share) issued to Fourth Man, LLC in connection with sale of $15,400 Promissory Note dated July 24, 2019 - 256,667 256,667 Balance, September 30, 2019 50,000 4,533,751 4,583,751 Warrants (exercisable at $.024 per share) issued to BHP Capital NY Inc in connection with sale of $13,750 Promissory Note dated October 16, 2019 - 761,958 761,958 Warrants (exercisable at $.024 per share) issued to Fourth Man, LLC in connection with sale of $13,750 Promissory Note dated October 16, 2019 - 761,958 761,958 Warrants (exercisable at $.024 per share) issued to Armada Investment Fund, LLC in connection with sale of $25,300 Promissory Note dated October 30, 2019 - 1,402,000 1,402,000 Warrants (exercisable at $.024 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated December 13, 2019 - 841,200 841,200 Exercise of warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 - (26,250 ) (26,250 ) Balance, December 31, 2019 50,000 8,274,617 8,324,617 |
Schedule of Warrants Exercise Price | The following table summarizes information about warrants outstanding as of December 31, 2019: Number Outstanding At December 31, 2019 Exercise Price Expiration Date 25,000 $ 0.80 April 1, 2020 25,000 $ 0.40 April 1, 2023 62,500 $ 0.40 October 9, 2023 82,500 $ 0.40 December 31, 2023 3,000,000 $ 0.025 January 9, 2024 52,500 $ 0.10 February 20, 2024 100,000 $ 0.10 May 2, 2024 440,000 $ 0.075 June 5, 2024 770,001 $ 0.08 July 24, 2024 1,523,916 $ 0.024 October 16, 2024 1,402,000 $ 0.024 October 30, 2024 841,200 $ 0.024 December 13, 2024 8,324,617 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax | The income tax rate was 21% for the years ended December 31, 2019 and 2018. The sources of the difference are as follows: Year Ended December 31, 2019 December 31, 2018 Expected tax $ 1,219,028 $ (1,619,308 ) Non-deductible stock-based compensation 171,654 - Non-deductible loss on conversion of notes payable and accrued interest 38,430 - Non-deductible loss (nontaxable income) from derivative liability (1,608,450 ) 1,621,697 Non-deductible amortization of debt discounts 40,060 2,667 Increase (decrease) in Valuation allowance 139,278 (5,056 ) Provision for (benefit from) income taxes $ - $ - |
Schedule of Deferred Income Tax | Significant components of the Company’s deferred income tax are as follows: December 31, 2019 December 31, 2018 Unpaid accrued officer and director compensation $ 113,287 $ 168,910 Net operating loss carry-forwards 2,257,245 2,062,344 Valuation allowance (2,370,532 ) (2,231,254 ) Net non-current deferred tax asset $ - $ - |
Organization (Details Narrative
Organization (Details Narrative) - shares | 1 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 28, 2018 | Dec. 27, 2018 | Oct. 02, 2017 | Sep. 01, 2017 | Mar. 10, 2017 | |
Reverse stock split, description | 1:4000 reverse stock split | 1 share for 4,000 shares | ||||||
Common stock issued | 49,209,761 | 5,909,113 | 2,737,471 | 10,949,884,000 | ||||
Common stock outstanding | 49,209,761 | 5,909,113 | 2,737,471 | 10,949,884,000 | ||||
US Natural Gas Corp KY [Member] | ||||||||
Date of incorporation | Feb. 1, 2010 | |||||||
US Natural Gas Corp WV [Member] | ||||||||
Date of incorporation | Aug. 25, 2009 | |||||||
E 3 Petroleum Corp [Member] | ||||||||
Date of incorporation | Feb. 2, 2010 | |||||||
1720 RCMG, LLC [Member] | ||||||||
Date of incorporation | Jul. 24, 2019 | |||||||
5496 NRMF, LLC [Member] | ||||||||
Date of incorporation | Oct. 12, 2019 | |||||||
The Greater Cannabis Company, Inc. [Member] | ||||||||
Date of incorporation | Mar. 13, 2014 | |||||||
Ownership percentage by shareholders | 1.60% | 16.87% | 80.01% | |||||
Common stock issued | 39,301,323 | 31,880,969 | ||||||
Common stock outstanding | 39,301,323 | 31,880,969 | ||||||
AMDAQ Corp [Member] | ||||||||
Date of incorporation | Jul. 20, 2009 | |||||||
Ownership percentage by shareholders | 41.05% | |||||||
Common stock issued | 32,552,818 | 32,552,818 | ||||||
Common stock outstanding | 32,552,818 | 32,552,818 | ||||||
Parent Company [Member] | ||||||||
Date of incorporation | Mar. 28, 2008 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash equivalents | ||
Unrecognized tax benefits | ||
Interest and tax penalties | ||
Advertising costs | ||
Convertible Notes Payable [Member] | ||
Anti-dilutive securities excluded from computation of earnings per share | 216,001,429 | |
Series A Preferred Stock [Member] | ||
Anti-dilutive securities excluded from computation of earnings per share | 7,800,000 | |
Series D Preferred Stock [Member] | ||
Anti-dilutive securities excluded from computation of earnings per share | 15,547,264 |
Inventory (Details Narrative)
Inventory (Details Narrative) - Inventory Purchase Agreement [Member] - Wanshan Engineering Services, LLC [Member] | Sep. 21, 2019USD ($)Integershares | Sep. 12, 2019USD ($)Integershares |
Squeezee Scrubbers [Member] | ||
Number of inventory purchased | Integer | 30,000 | |
Purchase price through issuance | $ | $ 100,000 | |
Issuance of restricted stock | shares | 10,000,000 | |
Closing transaction date | Sep. 15, 2019 | |
Ampt Earbuds [Member] | ||
Number of inventory purchased | Integer | 1,000 | |
Purchase price through issuance | $ | $ 60,000 | |
Issuance of restricted stock | shares | 6,000,000 | |
Closing transaction date | Sep. 25, 2019 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Totals | ||
Squeezee Scrubbers [Member] | ||
Totals | ||
Ampt Earbuds [Member] | ||
Totals |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 726 | $ 967 |
Property and Equipment - Sched
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Land in Macon, GA and storage facility costs development plans (pledged as security for promissory note of $75,000). Please see NOTE - K for further information) | [1] | $ 75,000 | $ 75,000 |
Land in Santa Rosa County, Florida (1.1 acre tract) | [2] | 17,553 | |
Computer Software and Hardware | 24,160 | 20,000 | |
Furniture, Fixtures and Equipment | 10,828 | 10,828 | |
Total | 127,541 | 105,828 | |
Accumulated depreciation and depletion | (29,740) | (29,014) | |
Net property and equipment | $ 97,801 | $ 76,814 | |
[1] | On October 6, 2018, the Company entered into a Commercial Real Estate Purchase and Sale Agreement with the Company's President for the purchase of a .92 acre of land located in Bibb County, GA. The purchase price for the land was $40,000. On this same date, the Company entered into an Asset Purchase Agreement with its President for the purchase of all architectural and engineering plans for the development of a storage facility to be constructed on the .92 acre of land. The purchase price for these assets was $35,000. The Company issued its President a Note in the amount of $75,000 on this same date. The Note has a term of one year and bears interest at 3%. The Company's first payment in the amount of $15,000 was due within 90 days of an effective reverse stock split. As of the date of issuance of these Financial statements, except for a $5,000 payment made by the Company to the Company's president on November 12, 2018, the Company has not made any payment against the Note. | ||
[2] | On October 9, 2019, the Company entered into a Commercial Sales Contract for the purchase of a 1.1 acre tract of land located in Santa Rosa County, Florida. The purchase price for the land was $17,500. The transaction closed on November 4, 2019. |
Property and Equipment - Sch_2
Property and Equipment - Schedule of Property and Equipment (Details) (Parenthetical) | Oct. 09, 2019USD ($)a | Nov. 12, 2018USD ($) | Oct. 06, 2018USD ($)a | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt instrument face amount | $ 75,000 | $ 75,000 | |||
President [Member] | |||||
Debt instrument face amount | $ 75,000 | ||||
Debt instrument term | 1 year | ||||
Debt instrument interest rate | 3.00% | ||||
Debt instrument payment terms | The Company's first payment in the amount of $15,000 was due within 90 days of an effective reverse stock split. | ||||
Debt instrument, periodic payment | $ 15,000 | ||||
Repayment of debt | $ 5,000 | ||||
Commercial Real Estate Purchase And Sale Agreement [Member] | President [Member] | |||||
Area of land purchased | a | 0.92 | ||||
Purchase price of land | $ 40,000 | ||||
Asset Purchase Agreement [Member] | President [Member] | |||||
Area of land purchased | a | 0.92 | ||||
Purchase price of land | $ 35,000 | ||||
Commercial Sales Contract [Member] | |||||
Area of land purchased | a | 1.1 | ||||
Purchase price of land | $ 17,500 | ||||
Closing transaction date | Nov. 4, 2019 |
Oil and Gas Royalty Interests -
Oil and Gas Royalty Interests - Schedule of Oil and Gas Royalty Interests (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Oil and gas royalty interests | |||
Oil Wells Located In Kentucky [Member] | |||
Oil and gas royalty interests | [1] | ||
Oil Wells Located In Fentress County [Member] | |||
Oil and gas royalty interests | [2] | ||
Oil Wells Located In Cumberland County [Member] | |||
Oil and gas royalty interests | [3] | ||
[1] | Pursuant to an Asset Purchase Agreement dated May 10, 2018, USNG KY was granted a royalty interest resulting from the sale of these wells equal to 30% of the gross proceeds of production from the 13 wells and 10% of the gross proceeds of production from any new drilled wells on the sold leases up to a maximum of $140,000. From 2014 to the date of issuance of these financial statements, there has been no production from these wells. No gain or loss has been recognized from the sale of these wells. No guaranteed royalty revenue was granted to the Company in the sale, only a royalty interest dependent on future production. There was no remaining carrying value for these wells at the time of the sale as the wells were fully impaired prior to the year ended December 31, 2017. | ||
[2] | Represents a 79.5% royalty interest up to $11,500 and a 15% royalty interest thereafter. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $7,500 and reduced the carrying cost of this asset from $7,500 to $0. | ||
[3] | Represents a 5% royalty interest. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $2,500 and reduced the carrying cost of this asset from $2,500 to $0. |
Oil and Gas Royalty Interests_2
Oil and Gas Royalty Interests - Schedule of Oil and Gas Royalty Interests (Details) (Parenthetical) | May 10, 2018USD ($)Wells | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Oil Wells Located In Kentucky [Member] | |||
Number of wells | Wells | 13 | ||
Oil Wells Located In Kentucky [Member] | US Natural Gas Corp KY [Member] | |||
Royalty interest, description | Royalty interest resulting from the sale of these wells equal to 30% of the gross proceeds of production from the 13 wells and 10% of the gross proceeds of production from any new drilled wells on the sold leases up to a maximum of $140,000. | ||
Proceeds from sale of leases | $ 140,000 | ||
Oil Wells Located In Fentress County [Member] | |||
Royalty interest, description | Represents a 79.5% royalty interest up to $11,500 and a 15% royalty interest thereafter. | Represents a 79.5% royalty interest up to $11,500 and a 15% royalty interest thereafter. | |
Royalty interest percentage | 15.00% | 15.00% | |
Impairment loss | $ 0 | $ 7,500 | |
Oil Wells Located In Cumberland County [Member] | |||
Royalty interest, description | Represents a 5% royalty interest. | ||
Royalty interest percentage | 5.00% | 5.00% | |
Impairment loss | $ 0 | $ 2,500 |
Oil and Gas Operating Bonds (De
Oil and Gas Operating Bonds (Details Narrative) | Dec. 31, 2019USD ($) | May 10, 2018Wells |
Cash bonds to be reclaimed | $ | $ 24,500 | |
Oil Wells Located In Kentucky [Member] | ||
Number of wells sold | Wells | 13 |
Investments in and Advances t_3
Investments in and Advances to Spun-Off Former Subsidiaries (Details Narrative) - USD ($) | Apr. 17, 2019 | Jan. 09, 2019 | Jan. 07, 2019 | Oct. 02, 2017 | Sep. 15, 2017 | Sep. 01, 2017 | Mar. 10, 2017 | Feb. 03, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 28, 2018 | Dec. 27, 2018 |
Common stock, shares issued | 49,209,761 | 5,909,113 | 2,737,471 | 10,949,884,000 | ||||||||
Common stock, shares outstanding | 49,209,761 | 5,909,113 | 2,737,471 | 10,949,884,000 | ||||||||
Wayne Anderson [Member] | ||||||||||||
Number of stock issued during period | 116,822 | |||||||||||
Common Stock [Member] | Stockholders [Member] | ||||||||||||
Number of stock issued during period | 14,595,976 | 21,527,493 | ||||||||||
Ownership percentage after spin off | 44.80% | 80.10% | ||||||||||
Shares issued description | On the basis of one share of AMDAQ common stock for each 750 shares of the Company's common stock held | On the basis of one share of GCAN common stock for each 500 shares of the Company's common stock held | ||||||||||
The Greater Cannabis Company, Inc. [Member] | ||||||||||||
Number of stock issued during period | 26,905,969 | |||||||||||
Ownership percentage after spin off | 80.01% | 1.60% | 16.87% | |||||||||
Net assets | $ 113,922 | |||||||||||
Investment percentage | 19.90% | |||||||||||
Investments | $ 0 | |||||||||||
Common stock held by the company | 628,476 | 5,378,476 | ||||||||||
Common stock, shares issued | 39,301,323 | 31,880,969 | ||||||||||
Common stock, shares outstanding | 39,301,323 | 31,880,969 | ||||||||||
The Greater Cannabis Company, Inc. [Member] | Wayne Anderson [Member] | ||||||||||||
Number of stock issued during period | 4,000,000 | |||||||||||
Issuance of common stock, value | $ 840,000 | |||||||||||
Amount of liabilities extinguished | $ 544,000 | |||||||||||
The Greater Cannabis Company, Inc. [Member] | Valvasone Trust [Member] | ||||||||||||
Number of stock issued during period | 750,000 | |||||||||||
Issuance of common stock, value | $ 157,500 | |||||||||||
Amount of liabilities extinguished | $ 116,100 | |||||||||||
The Greater Cannabis Company, Inc. [Member] | Common Stock [Member] | ||||||||||||
Number of stock issued during period | 5,378,476 | |||||||||||
Ownership percentage after spin off | 19.90% | |||||||||||
AMDAQ Corp [Member] | ||||||||||||
Number of stock issued during period | 15,000,000 | 17,552,626 | ||||||||||
Ownership percentage after spin off | 41.05% | |||||||||||
Net assets | $ 21,319 | |||||||||||
Investment percentage | 9.10% | |||||||||||
Investments | $ 0 | |||||||||||
Common stock, shares issued | 32,552,818 | 32,552,818 | ||||||||||
Common stock, shares outstanding | 32,552,818 | 32,552,818 | ||||||||||
AMDAQ Corp [Member] | AMDAQ, Ltd [Member] | ||||||||||||
Ownership percentage after spin off | 46.00% | |||||||||||
Shares issued in acquisition | 15,000,000 | |||||||||||
AMDAQ Corp [Member] | Common Stock [Member] | ||||||||||||
Number of stock issued during period | 2,956,650 | |||||||||||
Ownership percentage after spin off | 9.10% | |||||||||||
Common stock, shares issued | 32,552,818 | |||||||||||
Common stock, shares outstanding | 32,552,818 |
Investments in and Advances t_4
Investments in and Advances to Spun-Off Former Subsidiaries - Schedule of Summarized Financial Information, Balance Sheet (Details) - USD ($) | Oct. 02, 2017 | Mar. 10, 2017 |
The Greater Cannabis Company, Inc. [Member] | ||
Total assets | ||
Notes/Loans payable to Sylios | 104,557 | |
Accrued interest on notes payable to Sylios | 7,604 | |
Due to Chief Executive Officer of Sylios | 1,477 | |
Due to two subsidiaries of Sylios | 284 | |
Total liabilities | 113,922 | |
Net Assets | $ (113,922) | |
AMDAQ Corp [Member] | ||
Loans receivable from USNG KY | $ 41,714 | |
Total assets | 41,714 | |
Notes/Loans payable to Sylios | 63,033 | |
Total liabilities | 63,033 | |
Net Assets | $ (21,319) |
Acquisition of Global Technol_2
Acquisition of Global Technologies, Ltd (Entity Controlled By Wayne Anderson) Series L Convertible Preferred Stock (Details Narrative) - Consulting Agreement [Member] - Series L Convertible Preferred Stock [Member] | Aug. 22, 2019USD ($)shares |
Number of shares issued | shares | 10 |
Purchase price of shares issued | $ | $ 0 |
Accrued Officer and Director _3
Accrued Officer and Director Compensation - Schedule of Accrued Officer and Director Compensation (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued officer and director compensation | $ 539,464 | $ 481,464 | $ 347,835 | $ 804,335 | $ 576,393 |
April 1, 2015 Employment Agreement [Member] | |||||
Accrued officer and director compensation | 6,964 | 561,835 | |||
April 1, 2018 Employment Agreement [Member] | |||||
Accrued officer and director compensation | 472,500 | 202,500 | |||
January 2, 2018 Board of Directors Service Agreement [Member] | |||||
Accrued officer and director compensation | $ 60,000 | $ 40,000 |
Accrued Officer and Director _4
Accrued Officer and Director Compensation - Schedule of Changes in Accrued Officer and Director Compensation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance, beginning | $ 481,464 | $ 347,835 | $ 804,335 | $ 804,335 | $ 576,393 | |
Officer's/director's compensation | 87,500 | $ 87,500 | 87,500 | 87,500 | 646,000 | 337,942 |
Issuance of restricted shares of common stock | (10,000) | (70,000) | ||||
Issuance of restricted shares of common stock | (40,000) | |||||
Transfer of shares of The Greater Cannabis Company, Inc. ("GCAN") common stock from the Company to the Company's sole officer and director | (544,000) | |||||
Cash payments to Officer/Director | (29,500) | (8,000) | (23,371) | |||
Balance, ending | 539,464 | 481,464 | 347,835 | 539,464 | 804,335 | |
Employment Agreement [Member] | ||||||
Balance, beginning | 411,964 | 344,464 | 287,835 | 764,335 | 764,335 | 506,393 |
Officer's/director's compensation | 67,500 | 67,500 | 67,500 | 67,500 | 257,942 | |
Issuance of restricted shares of common stock | ||||||
Issuance of restricted shares of common stock | ||||||
Transfer of shares of The Greater Cannabis Company, Inc. ("GCAN") common stock from the Company to the Company's sole officer and director | (544,000) | |||||
Cash payments to Officer/Director | (10,871) | |||||
Balance, ending | 479,464 | 411,964 | 344,464 | 287,835 | 479,464 | 764,335 |
Board of Directors Service Agreement [Member] | ||||||
Balance, beginning | 69,500 | 57,500 | 60,000 | 40,000 | 40,000 | 70,000 |
Officer's/director's compensation | 20,000 | 20,000 | 20,000 | 20,000 | 80,000 | |
Issuance of restricted shares of common stock | (10,000) | (70,000) | ||||
Issuance of restricted shares of common stock | (40,000) | |||||
Transfer of shares of The Greater Cannabis Company, Inc. ("GCAN") common stock from the Company to the Company's sole officer and director | ||||||
Cash payments to Officer/Director | (29,500) | (8,000) | (12,500) | |||
Balance, ending | $ 60,000 | $ 69,500 | $ 57,500 | $ 60,000 | $ 60,000 | $ 40,000 |
Accrued Officer and Director _5
Accrued Officer and Director Compensation - Schedule of Changes in Accrued Officer and Director Compensation (Details) (Parenthetical) - USD ($) | Apr. 10, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2018 |
Issuance of restricted shares | $ 10,000 | $ 70,000 | |||
The Greater Cannabis Company, Inc. [Member] | Officer and Director [Member] | |||||
Transfer of common stock | 4,000,000 | ||||
Restricted Stock [Member] | |||||
Issuance of restricted shares, shares | 116,822 | 2,176,617 | |||
Issuance of restricted shares | $ 10,000 | $ 87,500 | |||
Reduction of liability | $ 70,000 | ||||
Restricted Stock One [Member] | |||||
Issuance of restricted shares, shares | 995,025 | ||||
Issuance of restricted shares | $ 40,000 |
Notes Payable, Third Parties -
Notes Payable, Third Parties - Schedule of Notes Payable to Third Parties (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Notes payable, third parties | $ 1,533,519 | $ 1,440,242 |
Armada Investment Fund, LLC [Member] | Unsecured Convertible Promissory Note [Member] | ||
Notes payable, third parties | 116,585 | 6,822 |
Darling Investments, LLC [Member] | Unsecured Convertible Promissory Note [Member] | ||
Notes payable, third parties | 59,331 | 28,726 |
Tangiers Investment Group, LLC [Member] | Unsecured Convertible Promissory Note [Member] | ||
Notes payable, third parties | 284,357 | 281,943 |
Bullfly Trading Company, Inc. [Member] | Unsecured Convertible Promissory Note [Member] | ||
Notes payable, third parties | 8,000 | |
Mountain Properties, Inc. [Member] | Unsecured Convertible Promissory Note [Member] | ||
Notes payable, third parties | 7,500 | |
SLMI Energy Holdings, LLC [Member] | Secured Renewal Note [Member] | ||
Notes payable, third parties | 910,000 | 910,000 |
MTEL Investment and Management [Member] | Secured Note [Member] | ||
Notes payable, third parties | 100,000 | 100,000 |
Valvasone Trust [Member] | Unsecured Notes Payable [Member] | ||
Notes payable, third parties | 87,000 | |
Mt. Atlas Consulting [Member] | Unsecured Secured Notes [Member] | ||
Notes payable, third parties | 4,000 | 4,000 |
Jefferson Street Capital [Member] | Unsecured Promissory Note Payable [Member] | ||
Notes payable, third parties | 16,793 | |
BHP Capital NY Inc. [Member] | Unsecured Promissory Note Payable [Member] | ||
Notes payable, third parties | 29,589 | |
Fourth Man, LLC [Member] | Unsecured Promissory Note Payable [Member] | ||
Notes payable, third parties | 9,614 | |
Pacific Stock Transfer Company [Member] | Unsecured Promissory Note Payable [Member] | ||
Notes payable, third parties | 3,250 | 6,250 |
October 9, 2018 [Member] | Armada Investment Fund, LLC [Member] | ||
Notes payable, third parties | 30,000 | 6,822 |
December 31, 2018 [Member] | Armada Investment Fund, LLC [Member] | ||
Notes payable, third parties | 33,000 | |
February 12, 2019 [Member] | Armada Investment Fund, LLC [Member] | ||
Notes payable, third parties | 20,400 | |
February 18, 2019 [Member] | Armada Investment Fund, LLC [Member] | ||
Notes payable, third parties | 2,432 | |
February 18, 2019 [Member] | Jefferson Street Capital [Member] | ||
Notes payable, third parties | 6,818 | |
February 18, 2019 [Member] | BHP Capital NY Inc. [Member] | ||
Notes payable, third parties | 10,000 | |
June 5, 2019 [Member] | Armada Investment Fund, LLC [Member] | ||
Notes payable, third parties | 9,447 | |
July 2, 2019 [Member] | Armada Investment Fund, LLC [Member] | ||
Notes payable, third parties | 9,447 | |
July 24, 2019 [Member] | Armada Investment Fund, LLC [Member] | ||
Notes payable, third parties | 6,751 | |
July 24, 2019 [Member] | BHP Capital NY Inc. [Member] | ||
Notes payable, third parties | 6,751 | |
July 24, 2019 [Member] | Fourth Man, LLC [Member] | ||
Notes payable, third parties | 6,751 | |
October 30, 2019 [Member] | Armada Investment Fund, LLC [Member] | ||
Notes payable, third parties | 4,296 | |
December 13, 2019 [Member] | Armada Investment Fund, LLC [Member] | ||
Notes payable, third parties | 812 | |
December 2, 2016 [Member] | Darling Investments, LLC [Member] | ||
Notes payable, third parties | 15,000 | |
January 10, 2017 [Member] | Darling Investments, LLC [Member] | ||
Notes payable, third parties | 5,000 | |
January 28, 2017 [Member] | Darling Investments, LLC [Member] | ||
Notes payable, third parties | 2,397 | 3,984 |
February 1, 2017 [Member] | Darling Investments, LLC [Member] | ||
Notes payable, third parties | 4,742 | 4,742 |
February 13, 2017 [Member] | Darling Investments, LLC [Member] | ||
Notes payable, third parties | 10,000 | 10,000 |
March 7, 2017 [Member] | Darling Investments, LLC [Member] | ||
Notes payable, third parties | 10,000 | 10,000 |
January 9, 2019 [Member] | Darling Investments, LLC [Member] | ||
Notes payable, third parties | 12,192 | |
April 2, 2014 [Member] | Tangiers Investment Group, LLC [Member] | ||
Notes payable, third parties | 5,500 | 3,086 |
April 28, 2014 [Member] | Tangiers Investment Group, LLC [Member] | ||
Notes payable, third parties | 521 | 521 |
June 2, 2014 [Member] | Tangiers Investment Group, LLC [Member] | ||
Notes payable, third parties | 26,086 | 26,086 |
August 12, 2014 [Member] | Tangiers Investment Group, LLC [Member] | ||
Notes payable, third parties | 112,500 | 112,500 |
July 3, 2014 [Member] | Tangiers Investment Group, LLC [Member] | ||
Notes payable, third parties | 50,000 | 50,000 |
June 3, 2015 [Member] | Tangiers Investment Group, LLC [Member] | ||
Notes payable, third parties | 17,250 | 17,250 |
March 16, 2016 [Member] | Tangiers Investment Group, LLC [Member] | ||
Notes payable, third parties | 17,500 | 17,500 |
January 27, 2017 [Member] | Tangiers Investment Group, LLC [Member] | ||
Notes payable, third parties | 55,000 | 55,000 |
June 1, 2016 [Member] | Bullfly Trading Company, Inc. [Member] | ||
Notes payable, third parties | 4,000 | |
July 11, 2016 [Member] | Bullfly Trading Company, Inc. [Member] | ||
Notes payable, third parties | 4,000 | |
February 24, 2016 [Member] | Mountain Properties, Inc. [Member] | ||
Notes payable, third parties | 7,500 | |
Renewal Note on September 4, 2009 [Member] | SLMI Energy Holdings, LLC [Member] | ||
Notes payable, third parties | 790,000 | 790,000 |
Renewal Note on November 12, 2009 [Member] | SLMI Energy Holdings, LLC [Member] | ||
Notes payable, third parties | 120,000 | 120,000 |
January 11, 2010 [Member] | MTEL Investment and Management [Member] | ||
Notes payable, third parties | 100,000 | 100,000 |
October 7, 2013 [Member] | Valvasone Trust [Member] | ||
Notes payable, third parties | 10,000 | |
March 30, 2014 [Member] | Valvasone Trust [Member] | ||
Notes payable, third parties | 15,000 | |
January 11, 2016 [Member] | Valvasone Trust [Member] | ||
Notes payable, third parties | 22,000 | |
July 1, 2017 [Member] | Valvasone Trust [Member] | ||
Notes payable, third parties | 40,000 | |
November 17, 2017 [Member] | Mt. Atlas Consulting [Member] | ||
Notes payable, third parties | 4,000 | 4,000 |
May 2, 2019 [Member] | Jefferson Street Capital [Member] | ||
Notes payable, third parties | 9,975 | |
May 2, 2019 [Member] | BHP Capital NY Inc. [Member] | ||
Notes payable, third parties | 9,975 | |
October 16, 2019 [Member] | BHP Capital NY Inc. [Member] | ||
Notes payable, third parties | 2,863 | |
October 16, 2019 [Member] | Fourth Man, LLC [Member] | ||
Notes payable, third parties | 2,863 | |
August 11, 2017 [Member] | Pacific Stock Transfer Company [Member] | ||
Notes payable, third parties | $ 3,250 | $ 6,250 |
Notes Payable, Third Parties _2
Notes Payable, Third Parties - Schedule of Notes Payable to Third Parties (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Armada Investment Fund, LLC [Member] | October 9, 2018 [Member] | ||
Issuance date | Oct. 9, 2018 | Oct. 9, 2018 |
Maturity date | Oct. 9, 2019 | Oct. 9, 2019 |
Unamortized debt discount | $ 0 | $ 23,178 |
Armada Investment Fund, LLC [Member] | December 31, 2018 [Member] | ||
Issuance date | Dec. 31, 2018 | Dec. 31, 2018 |
Maturity date | Dec. 31, 2019 | Dec. 31, 2019 |
Unamortized debt discount | $ 0 | $ 33,000 |
Armada Investment Fund, LLC [Member] | February 12, 2019 [Member] | ||
Issuance date | Feb. 12, 2019 | Feb. 12, 2019 |
Maturity date | Feb. 12, 2019 | Feb. 12, 2019 |
Unamortized debt discount | $ 0 | $ 0 |
Armada Investment Fund, LLC [Member] | February 18, 2019 [Member] | ||
Issuance date | Feb. 18, 2019 | |
Maturity date | Feb. 18, 2020 | |
Unamortized debt discount | $ 368 | $ 0 |
Armada Investment Fund, LLC [Member] | June 5, 2019 [Member] | ||
Issuance date | Jun. 5, 2019 | Jun. 5, 2019 |
Maturity date | Jun. 5, 2020 | Jun. 5, 2020 |
Unamortized debt discount | $ 7,053 | $ 0 |
Armada Investment Fund, LLC [Member] | July 2, 2019 [Member] | ||
Issuance date | Jul. 2, 2019 | Jul. 2, 2019 |
Maturity date | Jun. 5, 2020 | Jun. 5, 2020 |
Unamortized debt discount | $ 7,053 | $ 0 |
Armada Investment Fund, LLC [Member] | July 24, 2019 [Member] | ||
Issuance date | Jul. 24, 2019 | Jul. 24, 2019 |
Maturity date | Jul. 24, 2020 | Jul. 24, 2020 |
Unamortized debt discount | $ 8,649 | $ 0 |
Armada Investment Fund, LLC [Member] | October 30, 2019 [Member] | ||
Issuance date | Oct. 30, 2019 | Oct. 30, 2019 |
Maturity date | Oct. 30, 2020 | Oct. 30, 2020 |
Unamortized debt discount | $ 21,004 | $ 0 |
Armada Investment Fund, LLC [Member] | December 13, 2019 [Member] | ||
Issuance date | Dec. 13, 2019 | Dec. 13, 2019 |
Maturity date | Dec. 13, 2020 | Dec. 13, 2020 |
Unamortized debt discount | $ 15,688 | $ 0 |
Armada [Member] | ||
Issuance date | Feb. 20, 2019 | |
Armada [Member] | February 18, 2019 [Member] | ||
Issuance date | Feb. 18, 2019 | |
Maturity date | Feb. 18, 2020 | |
Darling Investments, LLC [Member] | December 2, 2016 [Member] | ||
Issuance date | Dec. 2, 2016 | Dec. 2, 2016 |
Maturity date | Aug. 2, 2017 | Aug. 2, 2017 |
Darling Investments, LLC [Member] | January 10, 2017 [Member] | ||
Issuance date | Jan. 10, 2017 | Jan. 10, 2017 |
Maturity date | Sep. 10, 2017 | Sep. 10, 2017 |
Darling Investments, LLC [Member] | January 28, 2017 [Member] | ||
Issuance date | Jan. 28, 2017 | Jan. 28, 2017 |
Maturity date | Sep. 28, 2017 | Sep. 28, 2017 |
Darling Investments, LLC [Member] | February 2, 2017 [Member] | ||
Issuance date | Feb. 2, 2017 | Feb. 2, 2017 |
Maturity date | Nov. 30, 2017 | Nov. 30, 2017 |
Darling Investments, LLC [Member] | February 13, 2017 [Member] | ||
Issuance date | Feb. 13, 2017 | Feb. 13, 2017 |
Maturity date | Nov. 30, 2017 | Nov. 30, 2017 |
Darling Investments, LLC [Member] | March 7, 2017 [Member] | ||
Issuance date | Mar. 7, 2017 | Mar. 7, 2017 |
Maturity date | Mar. 7, 2018 | Mar. 7, 2018 |
Darling Investments, LLC [Member] | January 9, 2019 [Member] | ||
Issuance date | Jan. 9, 2019 | Jan. 9, 2019 |
Maturity date | Jan. 9, 2020 | Jan. 9, 2020 |
Unamortized debt discount | $ 308 | $ 0 |
Tangiers Investment Group, LLC [Member] | April 2, 2014 [Member] | ||
Issuance date | Apr. 2, 2014 | Apr. 2, 2014 |
Maturity date | Apr. 2, 2015 | Apr. 2, 2015 |
Tangiers Investment Group, LLC [Member] | February 18, 2013 [Member] | ||
Issuance date | Dec. 14, 2010 | Dec. 14, 2010 |
Maturity date | Dec. 14, 2011 | Dec. 14, 2011 |
Tangiers Investment Group, LLC [Member] | June 2, 2014 [Member] | ||
Issuance date | Jun. 2, 2014 | Jun. 2, 2014 |
Maturity date | Jun. 2, 2015 | Jun. 2, 2015 |
Tangiers Investment Group, LLC [Member] | August 12, 2014 [Member] | ||
Issuance date | Aug. 12, 2014 | Aug. 12, 2014 |
Maturity date | Aug. 12, 2015 | Aug. 12, 2015 |
Tangiers Investment Group, LLC [Member] | July 3, 2014 [Member] | ||
Issuance date | Jul. 3, 2014 | Jul. 3, 2014 |
Maturity date | Jul. 3, 2015 | Jul. 3, 2015 |
Tangiers Investment Group, LLC [Member] | June 3, 2015 [Member] | ||
Issuance date | Jun. 3, 2015 | Jun. 3, 2015 |
Maturity date | Jun. 3, 2016 | Jun. 3, 2016 |
Tangiers Investment Group, LLC [Member] | March 16, 2016 [Member] | ||
Issuance date | Mar. 16, 2016 | Mar. 16, 2016 |
Maturity date | Jun. 14, 2016 | Jun. 14, 2016 |
Tangiers Investment Group, LLC [Member] | January 27, 2017 [Member] | ||
Issuance date | Jan. 27, 2017 | Jan. 27, 2017 |
Maturity date | Jan. 27, 2018 | Jan. 27, 2018 |
Bullfly Trading Company, Inc. [Member] | June 1, 2016 [Member] | ||
Issuance date | Jun. 1, 2016 | Jun. 1, 2016 |
Maturity date | Dec. 1, 2016 | Dec. 1, 2016 |
Bullfly Trading Company, Inc. [Member] | July 11, 2016 [Member] | ||
Issuance date | Jul. 11, 2016 | Jul. 11, 2016 |
Maturity date | Jan. 11, 2017 | Jan. 11, 2017 |
Mountain Properties, Inc. [Member] | February 24, 2016 [Member] | ||
Issuance date | Feb. 24, 2016 | Feb. 24, 2016 |
Maturity date | Aug. 24, 2016 | Aug. 24, 2016 |
SLMI Energy Holdings, LLC [Member] | ||
Interest rate | 3.00% | |
Debt default interest | 18.00% | |
Interest payable | $ 1,365,000 | |
SLMI Energy Holdings, LLC [Member] | September 4, 2009 [Member] | ||
Issuance date | Jun. 6, 2018 | Jun. 6, 2018 |
Note renewing date | Sep. 4, 2009 | Sep. 4, 2009 |
SLMI Energy Holdings, LLC [Member] | November 12, 2009 [Member] | ||
Issuance date | Jun. 6, 2018 | Jun. 6, 2018 |
Note renewing date | Nov. 12, 2009 | Nov. 12, 2009 |
MTEL Investment and Management [Member] | January 11, 2010 [Member] | ||
Issuance date | Jan. 11, 2010 | Jan. 11, 2010 |
Maturity date | Jul. 10, 2010 | Jul. 10, 2010 |
Valvasone Trust [Member] | October 7, 2013 [Member] | ||
Issuance date | Oct. 7, 2013 | Oct. 7, 2013 |
Maturity date | Jan. 31, 2014 | Jan. 31, 2014 |
Valvasone Trust [Member] | March 30, 2014 [Member] | ||
Issuance date | Mar. 30, 2014 | Mar. 30, 2014 |
Maturity date | Jun. 30, 2014 | Jun. 30, 2014 |
Valvasone Trust [Member] | January 11, 2016 [Member] | ||
Issuance date | Jan. 11, 2016 | Jan. 11, 2016 |
Maturity date | Mar. 31, 2016 | Mar. 31, 2016 |
Valvasone Trust [Member] | July 1, 2017 [Member] | ||
Issuance date | Jul. 1, 2017 | Jul. 1, 2017 |
Maturity date | Sep. 30, 2017 | Sep. 30, 2017 |
Mt. Atlas Consulting [Member] | November 17, 2017 [Member] | ||
Issuance date | Nov. 17, 2017 | Nov. 17, 2017 |
Maturity date | Apr. 17, 2018 | Apr. 17, 2018 |
Jefferson Street Capital [Member] | February 18, 2019 [Member] | ||
Issuance date | Feb. 18, 2019 | Feb. 18, 2019 |
Maturity date | Feb. 18, 2020 | Feb. 18, 2020 |
Unamortized debt discount | $ 1,032 | $ 0 |
Jefferson Street Capital [Member] | May 2, 2019 [Member] | ||
Issuance date | May 2, 2019 | May 2, 2019 |
Maturity date | Feb. 3, 2020 | Feb. 3, 2020 |
Unamortized debt discount | $ 1,025 | $ 0 |
BHP Capital NY Inc. [Member] | February 18, 2019 [Member] | ||
Issuance date | Feb. 18, 2019 | Feb. 18, 2019 |
Maturity date | Feb. 18, 2020 | Feb. 18, 2020 |
Unamortized debt discount | $ 1,550 | $ 0 |
BHP Capital NY Inc. [Member] | July 24, 2019 [Member] | ||
Issuance date | Jul. 24, 2019 | Jul. 24, 2019 |
Maturity date | Jul. 24, 2020 | Jul. 24, 2020 |
Unamortized debt discount | $ 8,649 | $ 0 |
BHP Capital NY Inc. [Member] | May 2, 2019 [Member] | ||
Issuance date | May 2, 2019 | May 2, 2019 |
Maturity date | Feb. 3, 2020 | Feb. 3, 2020 |
Unamortized debt discount | $ 1,025 | $ 0 |
BHP Capital NY Inc. [Member] | October 16, 2019 [Member] | ||
Issuance date | Oct. 16, 2019 | Oct. 16, 2019 |
Maturity date | Oct. 16, 2020 | Oct. 16, 2020 |
Unamortized debt discount | $ 10,887 | $ 0 |
Fourth Man, LLC [Member] | July 24, 2019 [Member] | ||
Issuance date | Jul. 24, 2019 | Jul. 24, 2019 |
Maturity date | Jul. 24, 2020 | Jul. 24, 2020 |
Unamortized debt discount | $ 8,649 | $ 0 |
Fourth Man, LLC [Member] | October 16, 2019 [Member] | ||
Issuance date | Oct. 16, 2019 | Oct. 16, 2019 |
Maturity date | Oct. 16, 2020 | Oct. 16, 2020 |
Unamortized debt discount | $ 10,887 | $ 0 |
Pacific [Member] | August 11, 2017 [Member] | ||
Issuance date | Aug. 11, 2017 | Aug. 11, 2017 |
Maturity date | Nov. 11, 2017 | Nov. 11, 2017 |
Unsecured Convertible Promissory Note [Member] | Armada Investment Fund, LLC [Member] | ||
Interest rate | 8.00% | |
Unsecured Convertible Promissory Note [Member] | Armada Investment Fund, LLC [Member] | Minimum [Member] | ||
Debt default interest | 18.00% | |
Conversion price percentage | 50.00% | |
Unsecured Convertible Promissory Note [Member] | Armada Investment Fund, LLC [Member] | Maximum [Member] | ||
Debt default interest | 24.00% | |
Conversion price percentage | 60.00% | |
Unsecured Convertible Promissory Note [Member] | Darling Investments, LLC [Member] | ||
Interest rate | 12.00% | |
Unsecured Convertible Promissory Note [Member] | Darling Investments, LLC [Member] | Minimum [Member] | ||
Debt default interest | 18.00% | |
Conversion price percentage | 20.00% | |
Unsecured Convertible Promissory Note [Member] | Darling Investments, LLC [Member] | Maximum [Member] | ||
Debt default interest | 22.00% | |
Conversion price percentage | 40.00% | |
Unsecured Convertible Promissory Note [Member] | Tangiers Investment Group, LLC [Member] | ||
Conversion price percentage | 50.00% | |
Unsecured Convertible Promissory Note [Member] | Tangiers Investment Group, LLC [Member] | April 25, 2014 [Member] | ||
Conversion price percentage | 40.00% | |
Maturity date | Apr. 25, 2014 | |
Unsecured Convertible Promissory Note [Member] | Tangiers Investment Group, LLC [Member] | Minimum [Member] | ||
Interest rate | 0.00% | |
Debt default interest | 0.00% | |
Unsecured Convertible Promissory Note [Member] | Tangiers Investment Group, LLC [Member] | Maximum [Member] | ||
Interest rate | 15.00% | |
Debt default interest | 20.00% | |
Unsecured Convertible Promissory Note [Member] | Bullfly Trading Company, Inc. [Member] | ||
Interest rate | 15.00% | |
Conversion price percentage | 50.00% | |
Unsecured Convertible Promissory Note [Member] | Mountain Properties, Inc. [Member] | ||
Interest rate | 15.00% | |
Conversion price percentage | 50.00% | |
Secured Renewal Note [Member] | SLMI Energy Holdings, LLC [Member] | ||
Interest rate | 3.00% | |
Secured Note [Member] | MTEL Investment and Management [Member] | ||
Interest payable | $ 50,000 | |
Unsecured Notes Payable [Member] | Valvasone Trust [Member] | ||
Interest rate | 3.00% | |
Unsecured Secured Notes [Member] | Mt. Atlas Consulting [Member] | ||
Interest rate | 20.00% | |
Unsecured Promissory Note Payable [Member] | Jefferson Street Capital [Member] | ||
Interest rate | 8.00% | |
Unsecured Promissory Note Payable [Member] | BHP Capital NY Inc. [Member] | ||
Interest rate | 8.00% | |
Unsecured Promissory Note Payable [Member] | BHP Capital NY Inc. [Member] | Minimum [Member] | ||
Debt default interest | 18.00% | |
Conversion price percentage | 50.00% | |
Unsecured Promissory Note Payable [Member] | BHP Capital NY Inc. [Member] | Maximum [Member] | ||
Debt default interest | 24.00% | |
Conversion price percentage | 60.00% | |
Unsecured Promissory Note Payable [Member] | Fourth Man, LLC [Member] | ||
Interest rate | 8.00% | |
Debt default interest | 18.00% | |
Conversion price percentage | 60.00% | |
Unsecured Promissory Note Payable [Member] | Pacific Stock Transfer Company [Member] | ||
Interest rate | 5.00% |
Notes Payable, Third Parties _3
Notes Payable, Third Parties - Schedule of Concentration of Debt Due Lenders (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Promissory notes payable, net of discount | $ 1,533,519 | $ 1,440,242 |
Stated interest | 503,220 | 439,414 |
Additional default interest | 23,474 | |
Total accrued interest | 526,694 | 439,414 |
Total debt | 2,060,213 | 1,879,656 |
SLMI [Member] | ||
Promissory notes payable, net of discount | 910,000 | 910,000 |
Stated interest | 306,584 | 279,284 |
Additional default interest | ||
Total accrued interest | 306,584 | 279,284 |
Total debt | 1,216,584 | 1,189,284 |
Tangiers [Member] | ||
Promissory notes payable, net of discount | 284,357 | 281,943 |
Stated interest | 103,077 | 79,145 |
Additional default interest | ||
Total accrued interest | 103,077 | 79,145 |
Total debt | 387,434 | 361,088 |
Other [Member] | ||
Promissory notes payable, net of discount | 339,162 | 248,299 |
Stated interest | 93,559 | 80,985 |
Additional default interest | 23,474 | |
Total accrued interest | 117,033 | 80,985 |
Total debt | $ 456,195 | $ 329,284 |
Notes Payable, Third Parties _4
Notes Payable, Third Parties - Schedule of Interest Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Stated interest | $ 110,290 | $ 71,446 |
Additional default interest | 23,474 | 95,636 |
Amortization of debt discounts | 190,762 | 12,699 |
Totals | $ 324,526 | $ 179,781 |
Notes Payable, Third Parties _5
Notes Payable, Third Parties - Schedule of Additional Default Interest Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stated interest | $ 110,290 | $ 71,446 |
Additional default interest | 23,474 | 95,636 |
Total all Lenders | 324,526 | 179,781 |
SLMI [Member] | ||
Stated interest | 27,300 | 27,042 |
Additional default interest | 30,667 | |
Total all Lenders | 27,300 | 57,709 |
Tangiers [Member] | ||
Stated interest | 23,932 | 23,600 |
Additional default interest | 49,958 | |
Total all Lenders | 23,932 | 73,558 |
Other Lenders [Member] | ||
Stated interest | 59,058 | 20,804 |
Additional default interest | 23,474 | 15,011 |
Total all Lenders | $ 82,532 | $ 35,815 |
Notes Payable, Third Parties _6
Notes Payable, Third Parties - Schedule of Income from Modification of Convertible and Non-Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Income from modification of convertible and non-convertible notes payable | $ (462,513) | ||
SLMI Energy Holdings, LLC [Member] | |||
Income from modification of convertible and non-convertible notes payable | [1] | 343,540 | |
Darling Capital, LLC [Member] | |||
Income from modification of convertible and non-convertible notes payable | [2] | 9,366 | |
Tangiers Investment Group, LLC [Member] | |||
Income from modification of convertible and non-convertible notes payable | [2] | $ 109,607 | |
[1] | The debt modifications with SLMI Energy Holdings, LLC ("SLMI") provide that in the event that the Company does not make a payment to SMLI within 30 days written notice of demand by SLMI, all unpaid interest accruing since September 4, 2009 (in the case of the original September 4, 2009 Note) and accruing since November 12, 2009 (in the case of the original November 12, 2009 Note) shall accrue at a 18% default interest rate rather than the 3% stated interest rate in the Renewal Notes. If that had occurred on December 31, 2018, the additional default interest accruable would have been approximately $1,200,000. As of the date of the issuance of these financial statements, SLMI has not provided the Company any notice of demand for payment and accordingly, the Company is not in default of these obligations. | ||
[2] | As of the date of the issuance of these financial statements, waivers of the additional default interest for both Darling and Tangiers obligations remain in effect. However, the Company is still in technical default for the principal and stated interest of these significantly past-due convertible promissory notes. |
Notes Payable, Third Parties _7
Notes Payable, Third Parties - Schedule of Income from Modification of Convertible and Non-Convertible Notes Payable (Details) (Parenthetical) - SLMI Energy Holdings, LLC [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Debt default interest | 18.00% |
Interest rate | 3.00% |
Additional default interest accruable | $ 1,365,000 |
Notes Payable, Third Parties _8
Notes Payable, Third Parties - Schedule of Gain on Settlement of Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total | $ (198,398) | |
Beaufort Capital Partners, LLC [Member] | ||
Total | $ 198,398 |
Notes Payable, Third Parties _9
Notes Payable, Third Parties - Schedule of Gain on Settlement of Convertible Notes Payable (Details) (Parenthetical) - Beaufort Capital Partners, LLC [Member] - USD ($) | Oct. 05, 2018 | Dec. 31, 2019 |
Repayment of debt | $ 15,000 | |
Final settlement of debt | $ 130,298 | |
Final settlement of accrued interest | $ 83,100 |
Notes Payable, Third Parties_10
Notes Payable, Third Parties - Schedule of Convertible Note Conversions (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Principal Conversion | $ 18,148 |
Interest Conversion | 4,347 |
Fees Conversion | 2,500 |
Total Conversion | $ 24,995 |
Shares Issued | shares | 22,645,817 |
Darling [Member] | |
Issuance date | Feb. 7, 2019 |
Principal Conversion | |
Interest Conversion | 642 |
Fees Conversion | |
Total Conversion | $ 642 |
Conversion Price | $ / shares | $ 0.00106 |
Shares Issued | shares | 594,066 |
Armada [Member] | |
Issuance date | Feb. 20, 2019 |
Principal Conversion | $ 1,100 |
Interest Conversion | |
Fees Conversion | |
Total Conversion | $ 1,100 |
Conversion Price | $ / shares | $ 0.00205 |
Shares Issued | shares | 536,585 |
Armada 1 [Member] | |
Issuance date | Aug. 26, 2019 |
Principal Conversion | $ 345 |
Interest Conversion | 851 |
Fees Conversion | |
Total Conversion | $ 1,196 |
Conversion Price | $ / shares | $ 0.002 |
Shares Issued | shares | 583,523 |
Darling 1 [Member] | |
Issuance date | Sep. 9, 2019 |
Principal Conversion | |
Interest Conversion | 1,300 |
Fees Conversion | |
Total Conversion | $ 1,300 |
Conversion Price | $ / shares | $ 0.00106 |
Shares Issued | shares | 1,226,583 |
Jefferson [Member] | |
Issuance date | Oct. 28, 2019 |
Principal Conversion | $ 3,700 |
Fees Conversion | 500 |
Total Conversion | $ 4,200 |
Conversion Price | $ / shares | $ 0.00402 |
Shares Issued | shares | 1,000,000 |
Darling 2 [Member] | |
Issuance date | Nov. 25, 2019 |
Principal Conversion | $ 605 |
Interest Conversion | 721 |
Fees Conversion | |
Total Conversion | $ 1,326 |
Conversion Price | $ / shares | $ 0.00064 |
Shares Issued | shares | 2,072,133 |
Armada 2 [Member] | |
Issuance date | Dec. 5, 2019 |
Principal Conversion | $ 400 |
Interest Conversion | 721 |
Fees Conversion | 500 |
Total Conversion | $ 1,621 |
Conversion Price | $ / shares | $ 0.00210 |
Shares Issued | shares | 772,133 |
Darling 3 [Member] | |
Issuance date | Dec. 10, 2019 |
Principal Conversion | $ 1,875 |
Interest Conversion | 39 |
Fees Conversion | |
Total Conversion | $ 1,914 |
Conversion Price | $ / shares | $ 0.00054 |
Shares Issued | shares | 3,545,487 |
Armada 3 [Member] | |
Issuance date | Dec. 12, 2019 |
Principal Conversion | $ 3,150 |
Interest Conversion | 17 |
Fees Conversion | 500 |
Total Conversion | $ 3,667 |
Conversion Price | $ / shares | $ 0.00189 |
Shares Issued | shares | 1,940,268 |
Armada 4 [Member] | |
Issuance date | Dec. 20, 2019 |
Principal Conversion | $ 2,600 |
Interest Conversion | 16 |
Fees Conversion | 500 |
Total Conversion | $ 3,116 |
Conversion Price | $ / shares | $ 0.00154 |
Shares Issued | shares | 2,023,234 |
Darling 4 [Member] | |
Issuance date | Dec. 26, 2019 |
Principal Conversion | $ 1,773 |
Interest Conversion | 28 |
Fees Conversion | |
Total Conversion | $ 1,801 |
Conversion Price | $ / shares | $ 0.00044 |
Shares Issued | shares | 4,093,514 |
Armada 5 [Member] | |
Issuance date | Dec. 30, 2019 |
Principal Conversion | $ 2,600 |
Interest Conversion | 12 |
Fees Conversion | 500 |
Total Conversion | $ 3,112 |
Conversion Price | $ / shares | $ 0.00147 |
Shares Issued | shares | 2,116,895 |
Notes Payable, Third Parties_11
Notes Payable, Third Parties - Schedule of Loss on Conversions of Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Loss on conversions of notes payable | $ 183,000 | |
Armada Convertible Notes [Member] | ||
Loss on conversions of notes payable | (70,322) | |
Jefferson Convertible Notes [Member] | ||
Loss on conversions of notes payable | (5,800) | |
Darling Convertible Notes [Member] | ||
Loss on conversions of notes payable | (106,878) | |
Convertible Notes [Member] | ||
Loss on conversions of notes payable | $ (183,000) |
Notes Payable, Related Partie_2
Notes Payable, Related Parties (Details Narrative) - Secured Promissory Note [Member] - Wayne Anderson [Member] - USD ($) | Nov. 12, 2018 | Oct. 06, 2018 |
Notes payable to related party | $ 75,000 | |
Debt payments | $ 5,000 | $ 15,000 |
Debt description | The Note provides for the Company to make a first payment of $15,000 within 90 days of an effective reverse stock split. |
Notes Payable, Related Partie_3
Notes Payable, Related Parties - Schedule of Notes Payable to Related Parties (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Notes payable to related parties, current | $ 138,000 | $ 148,000 |
Secured Promissory Note [Member] | ||
Notes payable to related parties, current | 70,000 | 70,000 |
Unsecured Promissory Note [Member] | ||
Notes payable to related parties, current | $ 68,000 | $ 78,000 |
Notes Payable, Related Partie_4
Notes Payable, Related Parties - Schedule of Notes Payable to Related Parties (Details) (Parenthetical) | Oct. 06, 2019 | Sep. 15, 2018 |
Secured Promissory Note [Member] | Wayne Anderson [Member] | ||
Debt interest percentage | 3.00% | |
Unsecured Promissory Note [Member] | Around the Clock Partners, LP [Member] | ||
Debt interest percentage | 3.00% |
Derivative Liability (Details N
Derivative Liability (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019$ / shares | Dec. 31, 2018$ / shares | |
Stock price | $ 0.0028 | $ 0.0402 |
Measurement Input, Expected Volatility [Member] | ||
Fair value of measurement percentage | 284 | 1,080 |
Minimum [Member] | ||
Conversion price | $ 0.00042 | $ 0.0008 |
Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Fair value of measurement ranging term | 1 day | 6 months |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value of measurement percentage | 1.48 | 2.56 |
Maximum [Member] | ||
Conversion price | $ 0.00147 | $ 0.164 |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Fair value of measurement ranging term | 347 days | 12 months |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value of measurement percentage | 1.60 | 2.63 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Derivative Liability (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total derivative liability | $ 1,251,922 | $ 8,683,257 |
Armada Investment Fund, LLC [Member] | ||
Total derivative liability | 297,868 | 1,076,786 |
Darling Capital, LLC [Member] | ||
Total derivative liability | 207,837 | 2,248,272 |
Tangiers Investment Group, LLC [Member] | ||
Total derivative liability | 584,473 | 5,354,400 |
Bullfly Trading Company, Inc. [Member] | ||
Total derivative liability | 1,960 | |
Mountain Properties, Inc. [Member] | ||
Total derivative liability | 1,838 | |
Jefferson Street Capital, LLC [Member] | ||
Total derivative liability | 24,431 | |
BHP Capital NY Inc. [Member] | ||
Total derivative liability | 83,012 | |
Fourth Man, LLC [Member] | ||
Total derivative liability | $ 54,301 |
Derivative Liability - Schedu_2
Derivative Liability - Schedule of Derivative Liability Income (Expense) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative liability income (expense) | $ 7,659,285 | $ (7,722,369) |
Beaufort Convertible Notes [Member] | ||
Derivative liability income (expense) | 220,382 | |
Armada Convertible Notes [Member] | ||
Derivative liability income (expense) | 902,168 | (1,103,786) |
Darling Convertible Notes [Member] | ||
Derivative liability income (expense) | 2,052,935 | (2,041,937) |
Tangiers Convertible Notes [Member] | ||
Derivative liability income (expense) | 4,769,927 | (4,914,831) |
Other Convertible Notes [Member] | ||
Derivative liability income (expense) | $ (65,745) | $ 27,803 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Asset Retirement Obligation Disclosure [Abstract] | ||
Asset retirement obligations | $ 64,500 | $ 64,500 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Dec. 30, 2019 | Dec. 26, 2019 | Dec. 20, 2019 | Dec. 12, 2019 | Dec. 10, 2019 | Dec. 05, 2019 | Nov. 25, 2019 | Oct. 28, 2019 | Sep. 25, 2019 | Sep. 15, 2019 | Sep. 09, 2019 | Aug. 22, 2019 | Apr. 17, 2019 | Feb. 20, 2019 | Feb. 14, 2019 | Feb. 07, 2019 | Jan. 07, 2019 | Jan. 04, 2019 | Oct. 02, 2017 | Sep. 02, 2009 | Dec. 31, 2018 | Apr. 30, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 28, 2018 | Dec. 27, 2018 | Nov. 14, 2017 | Sep. 01, 2017 | Apr. 14, 2011 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||
Reverse stock split | 1:4000 reverse stock split | 1 share for 4,000 shares | ||||||||||||||||||||||||||||||
Number of shares issued for conversion of debt | 22,645,817 | |||||||||||||||||||||||||||||||
Accrued interest | $ 439,414 | $ 526,694 | $ 526,694 | $ 439,414 | ||||||||||||||||||||||||||||
Common stock value issued | 5,909 | 49,210 | 49,210 | 5,909 | ||||||||||||||||||||||||||||
Number of shares issued for conversion of debt, value | 24,995 | |||||||||||||||||||||||||||||||
Professional fees | 586,900 | 958 | ||||||||||||||||||||||||||||||
Debt instrument principal value | $ 75,000 | 75,000 | 75,000 | $ 75,000 | ||||||||||||||||||||||||||||
Debt instrument fees | $ 2,500 | $ 2,500 | ||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | 750,000,000 | ||||||||||||||||||||||||||||
Common stock, shares issued | 5,909,113 | 49,209,761 | 49,209,761 | 5,909,113 | 2,737,471 | 10,949,884,000 | ||||||||||||||||||||||||||
Common stock, shares outstanding | 5,909,113 | 49,209,761 | 49,209,761 | 5,909,113 | 2,737,471 | 10,949,884,000 | ||||||||||||||||||||||||||
Number of warrants and options issued | 19 | 19 | ||||||||||||||||||||||||||||||
Number of warrants and options outstanding | 19 | 19 | ||||||||||||||||||||||||||||||
Warrants and options to purchase up common stock | 8,324,617 | 8,324,617 | ||||||||||||||||||||||||||||||
Purchase of Inventory [Member] | ||||||||||||||||||||||||||||||||
Number of restricted stock issued | 6,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||
Number of restricted stock issued, value | $ 60,000 | $ 100,000 | ||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Number of stock issued for services | 4,500,000 | |||||||||||||||||||||||||||||||
AMDAQ Corp [Member] | ||||||||||||||||||||||||||||||||
Number of stock issued during period | 15,000,000 | 17,552,626 | ||||||||||||||||||||||||||||||
Number of shares retired | 7,500,000 | |||||||||||||||||||||||||||||||
Common stock, shares issued | 32,552,818 | 32,552,818 | ||||||||||||||||||||||||||||||
Common stock, shares outstanding | 32,552,818 | 32,552,818 | ||||||||||||||||||||||||||||||
AMDAQ Corp [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Number of stock issued during period | 2,956,650 | |||||||||||||||||||||||||||||||
Common stock, shares issued | 32,552,818 | |||||||||||||||||||||||||||||||
Common stock, shares outstanding | 32,552,818 | |||||||||||||||||||||||||||||||
AMDAQ Corp [Member] | AMDAQ Tokens [Member] | ||||||||||||||||||||||||||||||||
Number of stock issued during period | 3,000,000 | |||||||||||||||||||||||||||||||
Number of shares retired | 1,500,000 | |||||||||||||||||||||||||||||||
Valvasone Trust [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Number of stock issued for services | 3,000,000 | |||||||||||||||||||||||||||||||
Professional fees | $ 300,000 | |||||||||||||||||||||||||||||||
Valvasone Trust [Member] | Common Stock One [Member] | ||||||||||||||||||||||||||||||||
Number of stock issued for services | 1,500,000 | |||||||||||||||||||||||||||||||
Professional fees | 150,000 | |||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||
Number of stock issued during period | 37,500 | |||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 14,959 | |||||||||||||||||||||||||||||||
Accounts payable | $ 15,000 | |||||||||||||||||||||||||||||||
Convertible Noteholder [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued for conversion of debt | 594,066 | |||||||||||||||||||||||||||||||
Accrued interest | $ 642 | |||||||||||||||||||||||||||||||
Loss on conversion of debt | 59,418 | |||||||||||||||||||||||||||||||
Common stock value issued | 60,060 | |||||||||||||||||||||||||||||||
Liability reduction amount | 642 | |||||||||||||||||||||||||||||||
Convertible Noteholder [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued for conversion of debt | 583,523 | 536,585 | ||||||||||||||||||||||||||||||
Accrued interest | $ 851 | |||||||||||||||||||||||||||||||
Loss on conversion of debt | $ 7,557 | 52,559 | ||||||||||||||||||||||||||||||
Common stock value issued | 53,659 | |||||||||||||||||||||||||||||||
Liability reduction amount | 1,196 | $ 1,100 | ||||||||||||||||||||||||||||||
Notes payable | $ 1,100 | |||||||||||||||||||||||||||||||
Debt instrument principal value | $ 345 | |||||||||||||||||||||||||||||||
Wayne Anderson [Member] | ||||||||||||||||||||||||||||||||
Number of stock issued during period | 116,822 | |||||||||||||||||||||||||||||||
Officer and director compensation expense | $ 10,000 | |||||||||||||||||||||||||||||||
Wayne Anderson [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Number of stock issued for compensation | 995,025 | |||||||||||||||||||||||||||||||
Number of stock issued for compensation, value | $ 40,000 | |||||||||||||||||||||||||||||||
Accrued compensation | $ 40,000 | $ 40,000 | ||||||||||||||||||||||||||||||
Wayne Anderson [Member] | Common Stock One [Member] | ||||||||||||||||||||||||||||||||
Number of stock issued for compensation | 2,176,617 | |||||||||||||||||||||||||||||||
Number of stock issued for compensation, value | $ 70,000 | |||||||||||||||||||||||||||||||
Accrued compensation | $ 70,000 | $ 70,000 | ||||||||||||||||||||||||||||||
Convertible Noteholder Two [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued for conversion of debt | 1,226,583 | |||||||||||||||||||||||||||||||
Accrued interest | $ 1,300 | |||||||||||||||||||||||||||||||
Loss on conversion of debt | 10,966 | |||||||||||||||||||||||||||||||
Common stock value issued | $ 8,753 | 12,266 | ||||||||||||||||||||||||||||||
Liability reduction amount | $ 1,300 | |||||||||||||||||||||||||||||||
Convertible Noteholders [Member] | ||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 207,995 | $ 207,995 | ||||||||||||||||||||||||||||||
Number of shares issued for conversion of debt | 2,116,895 | 4,093,514 | 2,023,234 | 1,940,268 | 3,545,487 | 772,133 | 2,072,133 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Accrued interest | $ 12 | $ 28 | $ 16 | $ 17 | $ 39 | $ 721 | $ 721 | |||||||||||||||||||||||||
Loss on conversion of debt | $ 5,800 | |||||||||||||||||||||||||||||||
Common stock value issued | 10,991 | 10,000 | 10,000 | |||||||||||||||||||||||||||||
Number of shares issued for conversion of debt, value | 2,600 | $ 1,773 | 2,600 | 3,150 | $ 1,875 | 400 | $ 3,700 | |||||||||||||||||||||||||
Liability reduction amount | 500 | 4,200 | ||||||||||||||||||||||||||||||
Debt instrument principal value | $ 605 | |||||||||||||||||||||||||||||||
Debt instrument fees | $ 500 | $ 500 | $ 500 | $ 500 | $ 500 | |||||||||||||||||||||||||||
Convertible Noteholders [Member] | Partial Exercise of Warrant [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued for conversion of debt | 1,248,390 | |||||||||||||||||||||||||||||||
Number of shares issued as a partial exercise of warrant | 893,006 | |||||||||||||||||||||||||||||||
Convertible Noteholders One [Member] | ||||||||||||||||||||||||||||||||
Loss on conversion of debt | 19,395 | |||||||||||||||||||||||||||||||
Common stock value issued | 20,721 | 20,721 | ||||||||||||||||||||||||||||||
Liability reduction amount | $ 1,326 | |||||||||||||||||||||||||||||||
Convertible Noteholders Two [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued for conversion of debt | 772,133 | |||||||||||||||||||||||||||||||
Loss on conversion of debt | $ 2,240 | |||||||||||||||||||||||||||||||
Common stock value issued | 3,861 | 3,861 | ||||||||||||||||||||||||||||||
Liability reduction amount | $ 1,621 | |||||||||||||||||||||||||||||||
Convertible Noteholders Three [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued for conversion of debt | 3,545,487 | |||||||||||||||||||||||||||||||
Loss on conversion of debt | $ 9,077 | |||||||||||||||||||||||||||||||
Liability reduction amount | $ 1,914 | |||||||||||||||||||||||||||||||
Convertible Noteholders Four [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued for conversion of debt | 1,940,268 | |||||||||||||||||||||||||||||||
Loss on conversion of debt | $ 1,572 | |||||||||||||||||||||||||||||||
Common stock value issued | 5,239 | 5,239 | ||||||||||||||||||||||||||||||
Liability reduction amount | $ 3,167 | |||||||||||||||||||||||||||||||
Convertible Noteholders Five [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued for conversion of debt | 2,023,234 | |||||||||||||||||||||||||||||||
Loss on conversion of debt | $ 3,156 | |||||||||||||||||||||||||||||||
Common stock value issued | 6,272 | 6,272 | ||||||||||||||||||||||||||||||
Liability reduction amount | $ 3,116 | |||||||||||||||||||||||||||||||
Convertible Noteholders Six [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued for conversion of debt | 4,093,514 | |||||||||||||||||||||||||||||||
Loss on conversion of debt | $ 8,023 | |||||||||||||||||||||||||||||||
Common stock value issued | 9,824 | 9,824 | ||||||||||||||||||||||||||||||
Liability reduction amount | $ 1,801 | |||||||||||||||||||||||||||||||
Convertible Noteholders Seven [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued for conversion of debt | 2,116,895 | |||||||||||||||||||||||||||||||
Loss on conversion of debt | $ 3,239 | |||||||||||||||||||||||||||||||
Common stock value issued | 6,351 | $ 6,351 | ||||||||||||||||||||||||||||||
Liability reduction amount | $ 3,112 | |||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Conversion description | The holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 7.8 shares of common stock for each share of Series A Preferred Stock | |||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 3,000,000 | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 300,000 | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 500,000 | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | 100 | 100 | 100 | 100 | ||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 100 | 100 | 100 | 100 |
Capital Stock - Summary of Warr
Capital Stock - Summary of Warrants and Options Activity (Details) - shares | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants and options, Beginning balance | 4,583,751 | 3,273,350 | 195,000 | 25,000 | 25,000 | |
Granted | ||||||
Options (exercisable at $0.40 per share) granted to Wayne Anderson in connection with April 1, 2018 Employment Agreement | 25,000 | |||||
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $30,000 Promissory Note on October 9, 2018 | 62,500 | |||||
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $33,000 Promissory Note on December 31, 2018 | 82,500 | |||||
Warrants (exercisable at $0.025 per share) issued to Darling Capital, LLC in connection with sale of $12,500 Promissory Note dated January 9, 2019 | 3,000,000 | |||||
Warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 | 26,250 | |||||
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 | 26,250 | |||||
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,550 Promissory Note dated February 20, 2019 | 26,250 | |||||
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,000 Promissory Note dated May 2, 2019 | 50,000 | |||||
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,000 Promissory Note dated May 2, 2019 | 50,000 | |||||
Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated June 5, 2019 | 220,000 | |||||
Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated July 2, 2019 | 220,000 | |||||
Warrants (exercisable at $.08 per share) issued to Armada Investment Fund, LLC in connection with sale of $15,400 Promissory Note dated July 24, 2019 | 256,667 | |||||
Warrants (exercisable at $.08 per share) issued to BHP Capital NY Inc in connection with sale of $15,400 Promissory Note dated July 24, 2019 | 256,667 | |||||
Warrants (exercisable at $.08 per share) issued to Fourth Man, LLC in connection with sale of $15,400 Promissory Note dated July 24, 2019 | 256,667 | |||||
Warrants (exercisable at $.024 per share) issued to BHP Capital NY Inc in connection with sale of $13,750 Promissory Note dated October 16, 2019 | 761,958 | |||||
Warrants (exercisable at $.024 per share) issued to Fourth Man, LLC in connection with sale of $13,750 Promissory Note dated October 16, 2019 | 761,958 | |||||
Warrants (exercisable at $.024 per share) issued to Armada Investment Fund, LLC in connection with sale of $25,300 Promissory Note dated October 30, 2019 | 1,402,000 | |||||
Warrants (exercisable at $.024 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated December 13, 2019 | 841,200 | |||||
Exercise of warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 | (26,250) | |||||
Warrants and options, Ending balance | 8,324,617 | 4,583,751 | 3,273,350 | 195,000 | 25,000 | |
Options [Member] | ||||||
Warrants and options, Beginning balance | 50,000 | 50,000 | 50,000 | 50,000 | 25,000 | 25,000 |
Granted | ||||||
Options (exercisable at $0.40 per share) granted to Wayne Anderson in connection with April 1, 2018 Employment Agreement | 25,000 | |||||
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $30,000 Promissory Note on October 9, 2018 | ||||||
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $33,000 Promissory Note on December 31, 2018 | ||||||
Warrants (exercisable at $0.025 per share) issued to Darling Capital, LLC in connection with sale of $12,500 Promissory Note dated January 9, 2019 | ||||||
Warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 | ||||||
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 | ||||||
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,550 Promissory Note dated February 20, 2019 | ||||||
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,000 Promissory Note dated May 2, 2019 | ||||||
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,000 Promissory Note dated May 2, 2019 | ||||||
Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated June 5, 2019 | ||||||
Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated July 2, 2019 | ||||||
Warrants (exercisable at $.08 per share) issued to Armada Investment Fund, LLC in connection with sale of $15,400 Promissory Note dated July 24, 2019 | ||||||
Warrants (exercisable at $.08 per share) issued to BHP Capital NY Inc in connection with sale of $15,400 Promissory Note dated July 24, 2019 | ||||||
Warrants (exercisable at $.08 per share) issued to Fourth Man, LLC in connection with sale of $15,400 Promissory Note dated July 24, 2019 | ||||||
Warrants (exercisable at $.024 per share) issued to BHP Capital NY Inc in connection with sale of $13,750 Promissory Note dated October 16, 2019 | ||||||
Warrants (exercisable at $.024 per share) issued to Fourth Man, LLC in connection with sale of $13,750 Promissory Note dated October 16, 2019 | ||||||
Warrants (exercisable at $.024 per share) issued to Armada Investment Fund, LLC in connection with sale of $25,300 Promissory Note dated October 30, 2019 | ||||||
Warrants (exercisable at $.024 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated December 13, 2019 | ||||||
Exercise of warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 | ||||||
Warrants and options, Ending balance | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 25,000 |
Warrants [Member] | ||||||
Warrants and options, Beginning balance | 4,533,751 | 3,543,750 | 3,223,750 | 145,000 | ||
Granted | ||||||
Options (exercisable at $0.40 per share) granted to Wayne Anderson in connection with April 1, 2018 Employment Agreement | ||||||
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $30,000 Promissory Note on October 9, 2018 | 62,500 | |||||
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $33,000 Promissory Note on December 31, 2018 | 82,500 | |||||
Warrants (exercisable at $0.025 per share) issued to Darling Capital, LLC in connection with sale of $12,500 Promissory Note dated January 9, 2019 | 3,000,000 | |||||
Warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 | 26,250 | |||||
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 | 26,250 | |||||
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,550 Promissory Note dated February 20, 2019 | 26,250 | |||||
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,000 Promissory Note dated May 2, 2019 | 50,000 | |||||
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,000 Promissory Note dated May 2, 2019 | 50,000 | |||||
Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated June 5, 2019 | 220,000 | |||||
Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated July 2, 2019 | 220,000 | |||||
Warrants (exercisable at $.08 per share) issued to Armada Investment Fund, LLC in connection with sale of $15,400 Promissory Note dated July 24, 2019 | 256,667 | |||||
Warrants (exercisable at $.08 per share) issued to BHP Capital NY Inc in connection with sale of $15,400 Promissory Note dated July 24, 2019 | 256,667 | |||||
Warrants (exercisable at $.08 per share) issued to Fourth Man, LLC in connection with sale of $15,400 Promissory Note dated July 24, 2019 | 256,667 | |||||
Warrants (exercisable at $.024 per share) issued to BHP Capital NY Inc in connection with sale of $13,750 Promissory Note dated October 16, 2019 | 761,958 | |||||
Warrants (exercisable at $.024 per share) issued to Fourth Man, LLC in connection with sale of $13,750 Promissory Note dated October 16, 2019 | 761,958 | |||||
Warrants (exercisable at $.024 per share) issued to Armada Investment Fund, LLC in connection with sale of $25,300 Promissory Note dated October 30, 2019 | 1,402,000 | |||||
Warrants (exercisable at $.024 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated December 13, 2019 | 841,200 | |||||
Exercise of warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019 | (26,250) | |||||
Warrants and options, Ending balance | 8,274,617 | 4,533,751 | 3,543,750 | 3,223,750 | 145,000 |
Capital Stock - Summary of Wa_2
Capital Stock - Summary of Warrants and Options Activity (Details) (Parenthetical) - USD ($) | Dec. 13, 2019 | Oct. 30, 2019 | Oct. 16, 2019 | Jul. 24, 2019 | Jul. 02, 2019 | May 02, 2019 | Feb. 20, 2019 | Jan. 09, 2019 | Dec. 31, 2018 | Oct. 09, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
Proceeds from sale of promissory note | $ 206,450 | $ 75,000 | |||||||||||||
Options [Member] | |||||||||||||||
Options exercisable price | $ 0.40 | $ 0.40 | |||||||||||||
Warrants [Member] | Armada Investment Fund, LLC [Member] | |||||||||||||||
Warrants exercisable price | 0.40 | $ .024 | 0.40 | $ 0.075 | $ 0.075 | $ 0.10 | |||||||||
Proceeds from sale of promissory note | $ 25,300 | $ 16,500 | $ 11,550 | $ 30,000 | |||||||||||
Warrants [Member] | Darling Capital, LLC [Member] | |||||||||||||||
Warrants exercisable price | 0.025 | ||||||||||||||
Proceeds from sale of promissory note | $ 12,500 | ||||||||||||||
Warrants [Member] | Jefferson Street Capital, LLC [Member] | |||||||||||||||
Warrants exercisable price | 0.10 | 0.10 | |||||||||||||
Proceeds from sale of promissory note | $ 11,000 | 11,550 | |||||||||||||
Warrants [Member] | BHP Capital NY Inc. [Member] | |||||||||||||||
Warrants exercisable price | 0.024 | 0.08 | $ 0.10 | $ 0.10 | |||||||||||
Proceeds from sale of promissory note | $ 13,750 | $ 15,400 | $ 11,000 | 11,550 | |||||||||||
Warrants [Member] | Fourth Man, LLC [Member] | |||||||||||||||
Warrants exercisable price | .024 | 0.08 | |||||||||||||
Proceeds from sale of promissory note | $ 13,750 | 15,400 | |||||||||||||
Warrants [Member] | Armada Investment Fund, LLC 1 [Member] | |||||||||||||||
Warrants exercisable price | .024 | ||||||||||||||
Proceeds from sale of promissory note | $ 16,500 | ||||||||||||||
Warrants [Member] | Armada Investment Fund, LLC Two [Member] | |||||||||||||||
Warrants exercisable price | $ 0.10 | ||||||||||||||
Proceeds from sale of promissory note | $ 11,550 | ||||||||||||||
Warrants One [Member] | Armada Investment Fund, LLC [Member] | |||||||||||||||
Warrants exercisable price | $ 0.40 | $ 0.40 | $ 0.08 | ||||||||||||
Proceeds from sale of promissory note | $ 15,400 | $ 33,000 |
Capital Stock - Schedule of War
Capital Stock - Schedule of Warrants Exercise Price (Details) | Dec. 31, 2019$ / sharesshares |
Number Outstanding | 8,324,617 |
Warrant One [Member] | |
Number Outstanding | 25,000 |
Exercise Price | $ / shares | $ 0.80 |
Expiration Date | Apr. 1, 2020 |
Warrant Two [Member] | |
Number Outstanding | 25,000 |
Exercise Price | $ / shares | $ 0.40 |
Expiration Date | Apr. 1, 2023 |
Warrant Three [Member] | |
Number Outstanding | 62,500 |
Exercise Price | $ / shares | $ 0.40 |
Expiration Date | Oct. 9, 2023 |
Warrant Four [Member] | |
Number Outstanding | 82,500 |
Exercise Price | $ / shares | $ 0.40 |
Expiration Date | Dec. 31, 2023 |
Warrant Five [Member] | |
Number Outstanding | 3,000,000 |
Exercise Price | $ / shares | $ 0.025 |
Expiration Date | Jan. 9, 2024 |
Warrant Six [Member] | |
Number Outstanding | 52,500 |
Exercise Price | $ / shares | $ 0.10 |
Expiration Date | Feb. 20, 2024 |
Warrant Seven [Member] | |
Number Outstanding | 100,000 |
Exercise Price | $ / shares | $ 0.10 |
Expiration Date | May 2, 2024 |
Warrant Eight [Member] | |
Number Outstanding | 440,000 |
Exercise Price | $ / shares | $ 0.075 |
Expiration Date | Jun. 5, 2024 |
Warrant Nine [Member] | |
Number Outstanding | 770,001 |
Exercise Price | $ / shares | $ 0.08 |
Expiration Date | Jul. 24, 2024 |
Warrant Ten [Member] | |
Number Outstanding | 1,523,916 |
Exercise Price | $ / shares | $ 0.024 |
Expiration Date | Oct. 16, 2024 |
Warrant Eleven [Member] | |
Number Outstanding | 1,402,000 |
Exercise Price | $ / shares | $ 0.024 |
Expiration Date | Oct. 30, 2024 |
Warrant Twelve [Member] | |
Number Outstanding | 841,200 |
Exercise Price | $ / shares | $ 0.024 |
Expiration Date | Dec. 13, 2024 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | |
Income tax rate percentage | 21.00% | 21.00% | 21.00% | 21.00% | |
Deferred tax asset | $ 2,370,532 | ||||
Deferred tax timing difference amount | 539,464 | ||||
Net operating loss carryforward | $ 10,748,786 | ||||
Allowance against deferred tax percentage | 100.00% | ||||
Net operating loss carryforward expires description | The net operating loss carryforward expires in varying amounts from year 2026 to year 2037. | ||||
Expires from year 2026 to year 2036 [Member] | |||||
Net operating loss carryforward | $ 10,072,705 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Expected tax | $ 1,219,028 | $ (1,619,308) |
Non-deductible stock-based compensation | 171,654 | |
Non-deductible loss on conversion of notes payable and accrued interest | 38,430 | |
Non-deductible loss (nontaxable income) from derivative liability | (1,608,450) | 1,621,697 |
Non-deductible amortization of debt discounts | 40,060 | 2,667 |
Increase (decrease) in Valuation allowance | 139,278 | (5,056) |
Provision for (benefit from) income taxes |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Unpaid accrued officer and director compensation | $ 113,287 | $ 168,910 |
Net operating loss carry-forwards | 2,257,245 | 2,062,344 |
Valuation allowance | (2,370,532) | (2,231,254) |
Net non-current deferred tax asset |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 28, 2019 | Jul. 17, 2019 | Apr. 17, 2019 | Apr. 02, 2018 | Jan. 02, 2018 | Apr. 02, 2015 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 05, 2011 |
Lease term | 1 year | |||||||||||||||||||
Monthly rental rate | $ 480 | |||||||||||||||||||
Lease obligations | $ 3,840 | $ 3,840 | ||||||||||||||||||
Officer's/director's compensation | 87,500 | $ 87,500 | $ 87,500 | $ 87,500 | 646,000 | $ 337,942 | ||||||||||||||
Stock issuance cost | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | |||||||||||||
Two outstanding judgement cost | 6,658 | $ 6,658 | 6,658 | |||||||||||||||||
Wayne Anderson [Member] | ||||||||||||||||||||
Number of stock to be issued | 116,822 | |||||||||||||||||||
Jimmy Wayne Anderson [Member] | ||||||||||||||||||||
Life insurance policy term | 10 years | |||||||||||||||||||
Insurance policy amount | $ 500,000 | |||||||||||||||||||
Monthly cost of insurance policy | $ 59 | |||||||||||||||||||
Employment Agreement [Member] | ||||||||||||||||||||
Officer's/director's compensation | 67,500 | 67,500 | 67,500 | 67,500 | 257,942 | |||||||||||||||
Employment Agreement [Member] | Wayne Anderson [Member] | ||||||||||||||||||||
Agreement description | The Company executed an employment agreement with Wayne Anderson to serve in the role as President, Treasurer, and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term of three (3) years, commencing on April 1, 2018 and terminating on March 31, 2021, unless earlier terminated as provided in the Agreement. | The Company executed an employment agreement with Wayne Anderson to serve in the role as President, Treasurer, and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term of three (3) years, commencing on April 1, 2015, and terminating on March 31, 2018, unless earlier terminated as provided in the Agreement. | ||||||||||||||||||
Agreement term | 3 years | 3 years | ||||||||||||||||||
Options to purchase shares of common stock | 25,000 | 25,000 | ||||||||||||||||||
Stock price per share | $ 0.40 | $ 0.40 | ||||||||||||||||||
Officer's/director's compensation | $ 270,000 | $ 221,767 | ||||||||||||||||||
Board of Directors Service Agreement [Member] | ||||||||||||||||||||
Officer's/director's compensation | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 80,000 | |||||||||||||||
Board of Directors Service Agreement [Member] | Wayne Anderson [Member] | ||||||||||||||||||||
Payment to related party | $ 10,000 | |||||||||||||||||||
Equivalent of common stock issue to related party | $ 10,000 | $ 2,500 | ||||||||||||||||||
Number of stock to be issued | 10,000 |
Going Concern Uncertainity (Det
Going Concern Uncertainity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 14,667,703 | $ 20,472,597 |
Net cash used from operating activities | $ 202,435 | $ 29,252 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 11, 2021 | Feb. 09, 2021 | Jan. 09, 2021 | Nov. 05, 2020 | Oct. 21, 2020 | Oct. 10, 2020 | Aug. 21, 2020 | Aug. 14, 2020 | Aug. 11, 2020 | Aug. 04, 2020 | Jul. 27, 2020 | Jul. 13, 2020 | Jun. 25, 2020 | Jun. 24, 2020 | Jun. 10, 2020 | Jun. 05, 2020 | May 21, 2020 | May 06, 2020 | May 04, 2020 | Apr. 14, 2020 | Mar. 06, 2020 | Jan. 10, 2020 | Sep. 09, 2019 | Aug. 22, 2019 | Feb. 20, 2019 | Feb. 07, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Jan. 13, 2020 |
Common stock shares issued for conversion | 22,645,817 | |||||||||||||||||||||||||||||
Debt principal amount | $ 18,148 | |||||||||||||||||||||||||||||
Debt outstanding fee | 2,500 | |||||||||||||||||||||||||||||
Fair value of conversion of debt | $ 24,995 | |||||||||||||||||||||||||||||
Number of stock issued for service | $ 450,000 | |||||||||||||||||||||||||||||
Convertible Noteholder [Member] | ||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 594,066 | |||||||||||||||||||||||||||||
Loss on conversion of debt | 59,418 | |||||||||||||||||||||||||||||
Convertible Noteholder [Member] | ||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 583,523 | 536,585 | ||||||||||||||||||||||||||||
Loss on conversion of debt | $ 7,557 | $ 52,559 | ||||||||||||||||||||||||||||
Convertible Noteholder [Member] | ||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 1,226,583 | |||||||||||||||||||||||||||||
Loss on conversion of debt | $ 10,966 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Noteholder [Member] | ||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 12,842,105 | 34,368,854 | 13,121,179 | 28,533,866 | 25,862,069 | 15,530,500 | 10,778,000 | 6,403,850 | 9,985,933 | 9,078,933 | 8,254,333 | 7,504,633 | 6,823,020 | 5,699,000 | 5,685,666 | 4,093,514 | 2,551,020 | 2,448,979 | ||||||||||||
Debt principal amount | $ 12,500 | $ 5,117 | $ 9,883 | $ 8,850 | $ 4,235 | $ 3,842 | $ 2,996 | $ 2,683 | $ 2,476 | $ 212 | $ 625 | $ 1,773 | $ 2,000 | $ 1,900 | ||||||||||||||||
Debt outstanding fee | $ 1,200 | 2,039 | $ 1,701 | 921 | 500 | 500 | ||||||||||||||||||||||||
Loss on conversion of debt | $ 84,032 | 86,610 | 13,253 | 41,373 | 34,178 | 44,729 | $ 49,363 | 25,616 | 21,969 | 15,434 | 18,985 | 13,509 | $ 16,375 | 14,239 | 19,115 | 12,526 | 6,673 | 3,733 | ||||||||||||
Fair value of conversion of debt | 95,032 | 103,107 | $ 18,370 | 54,214 | 49,178 | 49,698 | 52,812 | $ 29,458 | $ 24,965 | 18,158 | $ 21,461 | 15,760 | 18,422 | 14,248 | 19,900 | 14,327 | $ 8,673 | $ 5,633 | ||||||||||||
Debt instrument interest | $ 11,000 | 3,997 | 2,958 | 6,150 | 734 | $ 3,449 | 41 | $ 2,047 | $ 9 | $ 785 | 28 | |||||||||||||||||||
Debt instrument principal and interest | $ 16,497 | $ 12,841 | $ 15,000 | $ 4,969 | $ 2,724 | $ 2,251 | $ 1,801 | |||||||||||||||||||||||
Subsequent Event [Member] | Convertible Noteholder [Member] | ||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 5,442,933 | |||||||||||||||||||||||||||||
Debt principal amount | $ 1,633 | |||||||||||||||||||||||||||||
Loss on conversion of debt | 16,329 | |||||||||||||||||||||||||||||
Fair value of conversion of debt | $ 17,962 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Noteholder [Member] | ||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 5,540,600 | |||||||||||||||||||||||||||||
Debt principal amount | $ 1,158 | |||||||||||||||||||||||||||||
Loss on conversion of debt | 14,959 | |||||||||||||||||||||||||||||
Fair value of conversion of debt | 18,284 | |||||||||||||||||||||||||||||
Debt instrument interest | 2,167 | |||||||||||||||||||||||||||||
Debt instrument principal and interest | $ 3,325 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Noteholder [Member] | ||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 4,225,000 | |||||||||||||||||||||||||||||
Loss on conversion of debt | $ 11,763 | |||||||||||||||||||||||||||||
Fair value of conversion of debt | 13,943 | |||||||||||||||||||||||||||||
Debt instrument interest | $ 2,180 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Armada Investment Fund, LLC [Member] | ||||||||||||||||||||||||||||||
Convertible promissory note payable | $ 23,000 | $ 18,425 | ||||||||||||||||||||||||||||
Original issuance discount | $ 1,675 | |||||||||||||||||||||||||||||
Note term | 1 year | |||||||||||||||||||||||||||||
Maturity date | Jan. 10, 2021 | |||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||||||||
Number of warrants issued to purchase shares | 262,500 | |||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.024 | |||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||
Closing transaction date | Jan. 13, 2020 | |||||||||||||||||||||||||||||
Common stock reserved | 32,000,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Armada Investment Fund, LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Number of warrants issued to purchase shares | 921,250 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Fourth Man, LLC [Member] | ||||||||||||||||||||||||||||||
Convertible promissory note payable | $ 18,425 | |||||||||||||||||||||||||||||
Original issuance discount | $ 1,675 | |||||||||||||||||||||||||||||
Note term | 1 year | |||||||||||||||||||||||||||||
Maturity date | Jan. 10, 2021 | |||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.024 | |||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||
Closing transaction date | Jan. 13, 2020 | |||||||||||||||||||||||||||||
Common stock reserved | 32,000,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Fourth Man, LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Number of warrants issued to purchase shares | 921,250 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Deep Green Waste & Recycling, Inc. [Member] | ||||||||||||||||||||||||||||||
Common stock reserved | 6,000,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Stock Purchase Warrant Agreement [Member] | ||||||||||||||||||||||||||||||
Cash compensation | $ 10,500 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | Deep Green Waste & Recycling, Inc. [Member] | ||||||||||||||||||||||||||||||
Number of stock issued for service | $ 750,000 |