Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 17, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Transportation & Logistics Systems, Inc. | ||
Entity Central Index Key | 0001463208 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | No | ||
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 | $ 25,636,725 | ||
Entity Common Stock, Shares Outstanding | 1,749,302,040 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 579,283 | $ 50,026 |
Accounts receivable, net | 372,922 | 963,771 |
Prepaid expenses and other current assets | 443,410 | 1,246,555 |
Total Current Assets | 1,395,615 | 2,260,352 |
OTHER ASSETS: | ||
Security deposit | 94,000 | 76,500 |
Property and equipment, net | 598,807 | 240,406 |
Right of use assets, net | 1,445,274 | 1,750,430 |
Total Other Assets | 2,138,081 | 2,067,336 |
TOTAL ASSETS | 3,533,696 | 4,327,688 |
CURRENT LIABILITIES: | ||
Convertible notes payable, net of put premium of $0 and $385,385 and debt discounts of $83,548 and $2,210,950, respectively | 979,216 | 3,634,344 |
Notes payable, current portion, net of debt discount of $0 and $762,112, respectively | 3,919,544 | 2,425,003 |
Note payable - related party | 500,000 | 500,000 |
Accounts payable | 1,104,263 | 1,517,082 |
Accrued expenses | 424,595 | 627,990 |
Insurance payable | 1,985,893 | 2,948,261 |
Contingency liabilities | 3,311,272 | 440,000 |
Lease liabilities, current portion | 380,843 | 333,126 |
Derivative liability | 4,181,187 | 2,135,939 |
Due to related parties | 297,692 | 325,445 |
Accrued compensation and related benefits | 922,396 | 886,664 |
Total Current Liabilities | 18,006,901 | 15,773,854 |
LONG-TERM LIABILITIES: | ||
Notes payable, net of current portion | 437,594 | |
Lease liabilities, net of current portion | 1,102,617 | 1,440,258 |
Total Long-term Liabilities | 1,540,211 | 1,440,258 |
Total Liabilities | 19,547,112 | 17,214,112 |
Commitments and Contingencies (See Note 9) | ||
SHAREHOLDERS' DEFICIT: | ||
Common stock, par value $0.001 per share; 4,000,000,000 shares authorized; 1,733,847,494 and 11,832,603 shares issued and outstanding at December 31, 2020 and 2019, respectively | 1,733,848 | 11,833 |
Common stock issuable, par value $0.001 per share; 0 and 25,000 shares | 25 | |
Additional paid-in capital | 104,872,991 | 47,715,878 |
Accumulated deficit | (122,621,060) | (60,615,860) |
Total Shareholders' Deficit | (16,013,416) | (12,886,424) |
Total Liabilities and Shareholders' Deficit | 3,533,696 | 4,327,688 |
Series B Convertible Preferred Stock [Member] [Member] | ||
SHAREHOLDERS' DEFICIT: | ||
Preferred stock, par value $0.001; authorized 10,000,000 shares: | 700 | 1,700 |
Series C Preferred Stock [Member] | ||
SHAREHOLDERS' DEFICIT: | ||
Preferred stock, par value $0.001; authorized 10,000,000 shares: | ||
Series D Preferred Stock [Member] | ||
SHAREHOLDERS' DEFICIT: | ||
Preferred stock, par value $0.001; authorized 10,000,000 shares: | ||
Total Shareholders' Deficit | ||
Series E Preferred Stock [Member] | ||
SHAREHOLDERS' DEFICIT: | ||
Preferred stock, par value $0.001; authorized 10,000,000 shares: | 1,056 | |
Total Shareholders' Deficit | $ 105 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common stock, shares issued | 1,733,847,494 | 11,832,603 |
Common stock, shares outstanding | 1,733,847,494 | 11,832,603 |
Common stock issuable, par value | $ 0.001 | $ 0.001 |
Common stock issuable, shares | 0 | 25,000 |
Series B Convertible Preferred Stock [Member] [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 700,000 | 1,700,000 |
Preferred stock, shares outstanding | 700,000 | 1,700,000 |
Preferred stock, liquidation value | $ 700 | $ 1,700 |
Preferred stock, shares designated | 1,700,000 | 1,700,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Preferred stock, shares designated | 1 | 1 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, liquidation value per share | $ 6 | $ 6 |
Preferred stock, shares designated | 1,250,000 | 1,250,000 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 105,378 | 0 |
Preferred stock, shares outstanding | 105,378 | 0 |
Preferred stock, liquidation value per share | $ 13.34 | $ 13.34 |
Preferred stock, shares designated | 562,250 | 562,250 |
Convertible Notes Payable [Member] | ||
Debt put premium | $ 0 | $ 385,385 |
Debt discount | 83,548 | 2,210,950 |
Notes Payable [Member] | ||
Debt discount | $ 0 | $ 762,112 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
REVENUES | $ 25,826,632 | $ 31,356,251 |
COST OF REVENUES | 23,284,240 | 28,752,889 |
GROSS PROFIT | 2,542,392 | 2,603,362 |
OPERATING EXPENSES: | ||
Compensation and related benefits | 2,335,388 | 13,158,040 |
Legal and professional fees | 3,920,606 | 2,096,359 |
Rent | 651,806 | 419,249 |
General and administrative expenses | 814,306 | 2,791,272 |
Contingency loss | 3,035,837 | 586,784 |
Impairment loss | 3,842,259 | |
Total Operating Expenses | 10,757,943 | 22,893,963 |
LOSS FROM OPERATIONS | (8,215,551) | (20,290,601) |
OTHER (EXPENSES) INCOME: | ||
Interest expense | (7,377,164) | (6,318,122) |
Interest expense - related parties | (174,947) | (222,328) |
Loan fees | (601,121) | |
Gain on debt extinguishment, net | 7,847,073 | 39,090,168 |
Settlement expense | (545,616) | |
Other income | 376,750 | |
Derivative expense, net | (34,692,503) | (55,841,032) |
Total Other (Expenses) Income | (34,566,407) | (23,892,435) |
LOSS FROM CONTINUING OPERATIONS | (42,781,958) | (44,183,036) |
LOSS FROM DISCONTINUED OPERATIONS: | ||
Loss from discontinued operations | (681,426) | |
NET LOSS | (42,781,958) | (44,864,462) |
Deemed dividend related to ratchet adjustment and beneficial conversion features | (19,223,242) | (981,548) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (62,005,200) | $ (45,846,010) |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED | ||
Net loss from continuing operations | $ (0.08) | $ (4.73) |
Loss from discontinued operations | 0 | (0.07) |
Net loss per common share - basic and diluted | $ (0.08) | $ (4.80) |
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING: | ||
Basic and diluted | 751,822,976 | 9,561,186 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Series A preferred stock [Member] | Series B preferred stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 4,000 | $ 4,220 | $ 7,477,422 | $ (15,222,936) | $ (7,737,294) | ||||
Balance, shares at Dec. 31, 2018 | 4,000,000 | 4,220,837 | |||||||
Warrants issued in connection with debt | 736,445 | 736,445 | |||||||
Cumulative effect adjustment for change in derivative accounting | 453,086 | 453,086 | |||||||
Shares issued for services | $ 1,000 | $ 3,226 | $ 25 | 8,521,953 | 8,526,204 | ||||
Shares issued for services, shares | 1,000,000 | 3,225,688 | 25,000 | ||||||
Shares issued for debt and warrant modifications | $ 700 | $ 700 | 17,932,600 | 17,934,000 | |||||
Shares issued for debt and warrant modifications, shares | 700,000 | 700,000 | |||||||
Shares issued for conversion of preferred shares | $ (4,000) | $ 2,600 | 1,400 | ||||||
Shares issued for conversion of preferred shares, shares | (4,000,000) | 2,600,000 | |||||||
Return and cancellation of shares for disposal of Save On | $ (1,000) | 57,987 | 57,987 | ||||||
Return and cancellation of shares for disposal of Save On, shares | (1,000,000) | ||||||||
Stock options granted to employees of discontinued operations | 700,816 | 700,816 | |||||||
Common stock issued for cash and warrants | $ 619 | 1,546,881 | 1,547,500 | ||||||
Common stock issued for cash and warrants, shares | 619,000 | ||||||||
Common stock issued for debt conversion | $ 1,468 | 3,666,228 | 3,667,696 | ||||||
Common stock issued for debt conversion, shares | 1,467,078 | ||||||||
Warrants issued in connection with debt conversion | 3,620,498 | 3,620,498 | |||||||
Adjustment of conversion for debt extinguishment | 1,164,220 | 1,164,220 | |||||||
Relative fair value of warrants issued in connection with convertible debt | 1,307,880 | 1,307,880 | |||||||
Deemed dividend related to price protection and and beneficial conversion features | 981,548 | (981,548) | |||||||
Net loss | (44,864,462) | (44,864,462) | |||||||
Balance at Dec. 31, 2019 | $ 1,700 | $ 11,833 | $ 25 | 47,715,878 | (60,615,860) | (12,886,424) | |||
Balance, shares at Dec. 31, 2019 | 1,700,000 | 11,832,603 | 25,000 | ||||||
Reduction of put premium upon conversion | 385,385 | 385,385 | |||||||
Beneficial conversion effect related to debt conversions | 36,271,137 | 36,271,137 | |||||||
Common stock issued for debt conversion, accrued interest and fees | $ 1,013,407 | 7,829,589 | 8,842,996 | ||||||
Common stock issued for debt conversion, accrued interest and fees, shares | 1,013,408,088 | ||||||||
Common shares issued for cashless warrant exercise | $ 155,915 | 81,750 | 81,750 | ||||||
Common shares issued for cashless warrant exercise, shares | 155,914,308 | ||||||||
Warrants issued for services | 1,963,291 | 1,963,291 | |||||||
Relative fair value of warrants issued in connection with convertible debt | 262,872 | 262,872 | |||||||
Accretion of stock-based compensation | 36,458 | 36,458 | |||||||
Common stock issued for series B preferred stock | $ (1,000) | $ 1,000 | |||||||
Common stock issued for series B preferred stock, shares | (1,000,000) | 1,000,000 | |||||||
Conversion of debt and accrued interest to series D preferred stock | $ 522 | 825,167 | 825,689 | ||||||
Conversion of debt and accrued interest to series D preferred stock,shares | 522,726 | ||||||||
Conversion of series D preferred stock to common stock | $ (522) | $ 522,726 | (522,204) | ||||||
Conversion of series D preferred stock to common stock, shares | (522,726) | 522,726,000 | |||||||
Common stock issued for settlement related to debt extinguishment | $ 10,281 | 492,461 | 502,742 | ||||||
Common stock issued for settlement related to debt extinguishment, shares | 10,281,018 | ||||||||
Common stock issued for settlement related to anti-dilutive issuance | $ 18,686 | 526,930 | 545,616 | ||||||
Common stock issued for settlement related to anti-dilutive issuance, shares | 18,685,477 | ||||||||
Sales of Series E preferred share units | $ 105 | 1,162,895 | 1,163,000 | ||||||
Sales of Series E preferred share units, shares | 105,378 | ||||||||
Cancellation of issuable shares | $ (25) | 25 | |||||||
Cancellation of issuable shares, shares | (250,000) | ||||||||
Reclassification of warrants from equity to derivative liabilities | (11,381,885) | 11,381,885 | |||||||
Deemed dividend related to price protection and and beneficial conversion features | 19,223,242 | (19,223,242) | |||||||
Net loss | (42,781,958) | (42,781,958) | |||||||
Balance at Dec. 31, 2020 | $ 700 | $ 105 | $ 1,733,848 | $ 104,872,991 | $ (122,621,060) | $ (16,013,416) | |||
Balance, shares at Dec. 31, 2020 | 700,000 | 105,378 | 1,733,847,494 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (42,781,958) | $ (44,864,462) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 102,109 | 969,893 |
Bad debt expense | 7,031 | 20,000 |
Amortization of debt discount to interest expense | 4,928,010 | 4,536,366 |
Amortization of debt discount to interest expense - related party | 26,383 | |
Stock-based compensation and consulting fees | 1,999,749 | 8,526,204 |
Stock-based compensation and consulting fees - discontinued operations | 700,816 | |
Non-cash loan fees | 601,121 | |
Contingency loss | 3,035,837 | 586,784 |
Other non-cash interest and fees | 9,080 | |
Interest expense related to put premium | 385,385 | |
Interest expense related to debt default added to principal | 1,531,335 | |
Derivative expense, net | 34,692,503 | 55,841,032 |
Non-cash settlement expense | 545,616 | |
Non-cash portion of gain on extinguishment of debt, net | (7,899,618) | (39,246,384) |
Rent expense | 15,232 | 22,954 |
Loss on disposal of property and equipment | 195,624 | |
Impairment loss | 3,842,259 | |
Change in operating assets and liabilities: | ||
Accounts receivable | 583,818 | (542,274) |
Prepaid expenses and other current assets | (64,822) | (1,124,879) |
Assets of discontinued operations | (53,193) | |
Security deposit | (17,500) | (71,500) |
Accounts payable and accrued expenses | 258,554 | 1,687,210 |
Insurance payable | (258,966) | 1,839,893 |
Liabilities of discontinued operations | 10,954 | |
Accrued compensation and related benefits | 35,732 | 450,720 |
NET CASH USED IN OPERATING ACTIVITIES | (3,278,258) | (5,659,094) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Decrease in cash from disposal of subsidiary | (5,625) | |
Purchase of property and equipment | (460,510) | (54,726) |
Proceeds from sale of property and equipment | 81,000 | |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (460,510) | 20,649 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock and warrants | 1,547,500 | |
Proceeds from sale of series E preferred share units | 1,163,000 | |
Proceeds from convertible notes payable - related party | 2,500,000 | |
Proceeds from convertible notes payable | 1,912,382 | 2,588,900 |
Repayment of convertible notes payable | (257,139) | (386,923) |
Net proceeds from notes payable | 4,479,662 | 9,280,655 |
Repayment of notes payable | (3,002,127) | (10,485,502) |
Net proceeds from notes payable - related party | 805,000 | |
Repayment of notes payable - related party | (545,000) | |
Net (payments on) proceeds from related parties advances | (27,753) | 87,645 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 4,268,025 | 5,392,275 |
NET INCREASE (DECREASE) IN CASH | 529,257 | (246,170) |
CASH, beginning of year | 50,026 | 296,196 |
CASH, end of year | 579,283 | 50,026 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | 1,080,556 | 4,967,956 |
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Debt discounts recorded | 262,872 | 1,371,461 |
Increase in derivative liability and debt discount | 1,702,474 | 1,332,512 |
Increase in right of use asset and lease liability | 1,984,320 | |
Conversion of debt and accrued interest for common stock | 8,321,548 | 3,667,696 |
Reclassification of accrued interest to debt | 89,262 | 163,501 |
Decrease in put premium and paid-in capital | 385,385 | |
Reclassification of warrant value from equity to derivative liabilities | 11,381,885 | |
Disposal of assets of discontinued operations | 389,087 | |
Disposal of liabilities of discontinued operations | 451,699 | |
Deemed dividend related to price protection and beneficial conversion features | 19,223,242 | 981,548 |
Conversion of debt and accrued interest for Series D preferred stock | 586,012 | |
Increase in prepaid expenses and insurance payable | 703,402 | |
Reclassification of note payable to convertible note payable | 170,000 | |
Conversion of Series B preferred stock to common stock | 1,000 | |
Conversion of Series D preferred stock to common stock | $ 522 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS Transportation and Logistics Systems, Inc. (“ TLSS Company On March 30, 2017 (the “ Closing Date Save On Share Exchange Agreement Reverse Merger On June 18, 2018 (the “ Acquisition Date Prime EFS SPA On July 24, 2018, the Company formed Shypdirect LLC (“ Shypdirect On June 19, 2020, Amazon Logistics, Inc. (“ Amazon Prime EFS Termination Notice In-Force Agreement Additionally, on July 17, 2020, Amazon notified Shypdirect that Amazon had elected to terminate the Amazon Relay Carrier Terms of Service (the “ Program Agreement Shypdirect Termination Notice Aug. 3 Proposal Approximately 54.0% and 42.7% (for a total of 96.7%) of the Company’s revenue of $25,826,632 for the year ended December 31, 2020 was attributable to Prime EFS’s last-mile DSP business and Shypdirect’s mid-mile and long-haul business with Amazon, respectively. The termination of the Amazon last-mile business had a material adverse impact on the Company’s business in the 4th fiscal quarter of 2020 and will have a material adverse impact thereafter. If the Amazon mid-mile and long-haul business is discontinued after May 14, 2021 it would have a material adverse impact on the Company’s business in 2nd fiscal quarter of 2021 and thereafter. While the Company will seek to replace its last-mile DSP Amazon business and supplement its mid-mile and long-haul Amazon business, such initiatives are consistent with its already existing business plan to: (i) seek new last-mile, mid-mile and long-haul business with other, non-Amazon, customers; (ii) explore other strategic relationships; and (iii) identify potential acquisition opportunities, while continuing to execute our restructuring plan, commenced in February 2020. On November 13, 2020, the Company formed a wholly owned subsidiary, Shyp FX, Inc., a company incorporated under the laws of the State of New Jersey (“Shyp FX”). On November 16, 2020, the Company formed a wholly owned subsidiary, TLSS Acquisition, Inc., a company incorporated under the laws of the State of Delaware (“TLSS Acquisition”). On January 15, 2021, through Shyp FX, the Company simultaneously executed an asset purchase agreement (“APA”) and closed a transaction to acquire substantially all of the assets and certain liabilities of Double D Trucking, Inc., a northern New Jersey-based logistics provider specializing in servicing Federal Express over the past 25 years (“DDTI”). The purchase price is $100,000 of cash and a promissory note of $400,000. The principal assets involved in the acquisition are vehicles for cargo transport, system equipment for vehicle tracking and navigation of vehicles, and delivery route rights together with assumption of associated customer relationships (see Note 15). On February 21, 2021, the Company formed a wholly owned subsidiary, Shyp CX, Inc., a company incorporated under the laws of the State of New York (“Shyp CX”). TLSS and its wholly owned subsidiaries, Prime EFS, Shypdirect, TLSS Acquisition, Shyp FX and Shyp CX are hereafter referred to as the “Company”. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Basis of Presentation | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of presentation and principles of consolidation The consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, Save On (through April 30, 2019), Prime EFS, Shypdirect, TLSS Acquisition, and Shyp FX. All intercompany accounts and transactions have been eliminated in consolidation. On May 1, 2019, the Company entered into a Share Exchange Agreement with Save On and Steven Yariv, whereby the Company returned all of the stock of Save On to Steven Yariv in exchange for Mr. Yariv conveying 1,000,000 shares of common stock of the Company back to the Company. Pursuant to Accounting Standard Codification (“ASC”) 205-20-45, the financial statement in which net income or loss of a business entity is reported shall report the results of operations of the discontinued operation in the period in which a discontinued operation either has been disposed of or is classified as held for sale. Accordingly, beginning in the second quarter of 2019, the period that Save On was disposed of, the Company reflects Save On as a discontinued operation and such presentation is retroactively applied to all periods presented in the accompanying consolidated financial statements. Going concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the years ended December 31, 2020 and 2019, the Company had a net loss of $42,781,958 and $44,864,462 and net cash used in operations was $3,278,258 and $5,659,094, respectively. Additionally, the Company had an accumulated deficit, shareholders’ deficit, and a working capital deficit of $122,621,060, $16,013,416 and $16,611,286, respectively, on December 31, 2020. Furthermore, during 2020, the Company failed to make required payments of principal and interest on certain of its convertible debt instruments and notes payable and lost a major contract with its primary customer as described below. On June 19, 2020, Amazon notified Prime EFS by the Prime EFS Termination Notice that it does not intend to renew the In-Force Agreement when that agreement expired. In the Prime EFS Termination Notice, Amazon stated that the In-Force Agreement expires on September 30, 2020. Additionally, on July 17, 2020, pursuant to the Shypdirect Termination Notice, Amazon notified Shypdirect that Amazon had elected to terminate the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020 (see Note 1). However, on August 3, 2020, Amazon offered pursuant to the Aug. 3 Proposal to withdraw the Shypdirect Termination Notice and extend the term of the Program Agreement to and including May 14, 2021, conditioned on Prime EFS executing, for nominal consideration, a separation agreement with Amazon under which Prime EFS agrees to cooperate in an orderly transition of its Amazon last-mile delivery business to other service providers, Prime EFS releases any and all claims it may have against Amazon, and Prime EFS covenants not to sue Amazon. In a “Separation Agreement” dated August 23, 2020, by and among Amazon, Prime EFS and the Company, Prime EFS and the Company agreed, for nominal consideration, that the Delivery Service Partner Program Agreement between Amazon and Prime EFS would terminate effective September 30, 2020; that Prime EFS and the Company would cooperate in an orderly transition of the last-mile delivery business from Prime EFS to other service providers; that Prime EFS would return any and all vehicles leased from Element Fleet Corporation by October 7, 2020 in good repair; and that Prime EFS would dismiss the Amazon Arbitration with prejudice. Under the same Separation Agreement, Prime EFS and the Company released any and all claims they had against Amazon and covenant not to sue Amazon. In a “Settlement and Release Agreement” dated August 21, 2020, by and among Amazon, Shypdirect, Prime EFS and the Company, Amazon withdrew the Shypdirect Termination Notice and extended the term of the Program Agreement to and including May 14, 2021. In the Settlement and Release Agreement, Shypdirect released any and all claims it had against Amazon, arising under the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020, or otherwise. The Company does not expect Amazon to renew the Program Agreement upon expiration which will have a material effect on the Company’s operation in the seconds quarter of 2021 and beyond. During the first quarter of 2021, the Company defaulted on certain leases for the leasing of trucks. In connection with the default, the Lessor has demanded that the Company pay for the leased trucks in the amount of approximately $2,871,000 (see Note 9). The COVID-19 pandemic and resulting global disruptions have affected the Company’s businesses, as well as those of the Company’s customers and their third-party suppliers and sellers. To serve the Company’s customers while also providing for the safety of the Company’s employees and service providers, the Company has adapted numerous aspects of its logistics and transportation processes. The Company continues to monitor the rapidly evolving situation and expect to continue to adapt its operations to address federal, state, and local standards as well as to implement standards or processes that the Company determines to be in the best interests of its employees, customers, and communities. The impact of the pandemic and actions taken in response to it had minimal effects on the Company’s results of operations. Effects include increased fulfilment costs and cost of sales, primarily due to investments in employee hiring, pay, and benefits, as well as costs to maintain safe workplaces, and higher shipping costs. The Company expects to continue to be affected by possible procurement and shipping delays, supply chain interruptions, higher product demand in certain categories, lower product demand in other categories, and increased fulfilment costs and cost of sales as a percentage of net sales through at least Q2 2021, although it is not possible to determine the duration and spread of the pandemic or such actions, the ultimate impact on the Company’s results of operations during 2021, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect the Company’s results of operations. It is management’s opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. In April 2020, the Company’s subsidiaries, Prime EFS and Shypdirect, entered into Paycheck Protection Program promissory notes with M&T Bank in the aggregate amount of $3,446,152 (see Note 7). Management cannot provide assurance that the Company will ultimately achieve profitable operations, become cash flow positive, or raise additional debt and/or equity capital. The Company will continue to: (i) seek to replace its last-mile DSP Amazon business and supplement its mid-mile and long-haul Amazon business with other, non-Amazon, customers; (ii) explore other strategic relationships; and (iii) identify potential acquisition opportunities, while continuing to execute our restructuring plan, commenced in February 2020. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of common shares and from the issuance of convertible promissory notes and notes payable, there is no assurance that it will be able to continue to do so. If the Company is unable to replace its Amazon business, to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of estimates The preparation of the consolidated financial statements, in accordance with U.S. GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates included in the accompanying unaudited consolidated financial statements and footnotes include the valuation of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of right of use assets and related liabilities, assumptions used in assessing impairment of long-lived assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of derivative liabilities, and the value of claims against the Company. Fair value of financial instruments The Financial Accounting Standards Board (“ FASB , The three levels of the fair value hierarchy are as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company measures certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows on December 31, 2020 and December 31, 2019: On December 31, 2020 On December 31, 2019 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 4,181,187 — — $ 2,135,939 A roll-forward of the level 3 valuation financial instruments is as follows: For the Year ended December 31, 2020 For the Year ended Balance at beginning of year $ 2,135,939 $ 7,888,684 Initial valuation of derivative liabilities included in debt discount 1,702,474 1,332,512 Initial valuation of derivative liabilities included in derivative expense 14,892,068 1,073,889 Gain on extinguishment of debt related to April 9, 2019 modifications - (61,841,708 ) Gain on extinguishment of debt related to repayment/conversion of debt (45,731,614 ) (246,110 ) Reclassification of warrants from equity to derivative liabilities 11,381,885 - Cumulative effect adjustment for change in derivative accounting - (838,471 ) Change in fair value included in derivative expense 19,800,435 54,767,143 Balance at end of year $ 4,181,187 $ 2,135,939 The Company accounts for its derivative financial instruments, consisting of certain conversion options embedded in our convertible instruments and warrants, at fair value using level 3 inputs. The Company determined the fair value of these derivative liabilities using the binomial lattice models, or other accepted valuation practices. When determining the fair value of its financial assets and liabilities using these methods, the Company is required to use various estimates and unobservable inputs, including, among other things, expected terms of the instruments, expected volatility of its stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value. ASC 825-10 “ Financial Instruments The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts payable, accrued expenses, insurance payable and contingency liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s convertible notes payable and promissory note obligations approximate fair value, as the terms of these instruments are consistent with terms available in the market for instruments with similar risk. Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. On December 31, 2020 and 2019, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On December 31, 2020, cash in bank in excess of FDIC insured levels amounted to approximately $313,000. The Company has not experienced any losses in such accounts through December 31, 2020. Accounts receivable Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of five to six years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Intangible assets Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life, less any impairment charges. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The updated guidance is effective for interim and annual periods beginning after December 15, 2018. On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether it obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. On May 1, 2019, the Company disposed of its Save On business segment and the results of operations of Save On are included in discontinued operations. Accordingly, during the year ended December 31, 2020 and 2019, the Company believes that it operates in one operating segment related to deliveries for on-line retailers in New York, New Jersey, Pennsylvania and other areas, and tractor trailer and box truck deliveries of product on the east coast of the United States from one distributor’s warehouse to another warehouse or from a distributor’s warehouse to the post office. Derivative financial instruments The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all of its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4, Derivatives and Hedging Contracts in Entity’s Own Equity In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share Distinguishing Liabilities from Equity Derivatives and Hedging Accounting for Certain Financial Instruments with Down Round Features Revenue recognition and cost of revenue The Company adopted ASC 606, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. This ASC is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments. For the Company’s Prime EFS and Shypdirect business activities, the Company recognizes revenues and the related direct costs of such revenue which generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees as of the date the freight is delivered which is when the performance obligation is satisfied. In accordance with ASC Topic 606, the Company recognizes revenue on a gross basis. Our payment terms are generally net seven days from acceptance of delivery. The Company does not incur incremental costs obtaining service orders from its Prime EFS and Shypdirect customers, however, if the Company did, because all of Prime EFS and Shypdirect customer contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that the Company recognizes arises from deliveries of packages on behalf of the Company’s customers. Primarily, the Company’s performance obligations under these service orders correspond to each delivery of packages that the Company makes under the service agreements. Control of the package transfers to the recipient upon delivery. Once this occurs, the Company has satisfied its performance obligation and the Company recognizes revenue. Management has reviewed the revenue disaggregation disclosure requirements pursuant to ASC 606 and determined that no further disaggregation disclosure is required to be presented. Basic and diluted income (loss) per share Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and shares issuable for convertible debt (using the as-if converted method). These common stock equivalents may be dilutive in the future. Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the year ended December 31, 2020 and 2019 as they would have an anti-dilutive impact on the Company’s net losses in that period and consisted of the following: December 31, 2020 December 31, 2019 Stock warrants 147,112,603 3,649,861 Stock options 80,000 80,000 Convertible debt 164,248,498 1,612,758 Series B convertible preferred stock 700,000 1,700,000 Series E convertible preferred stock 170,093,023 - Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation Improvements to Employee Share-Based Payment Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13 to modify the disclosure requirements on fair value measurements. The amendments are effective for years beginning after December 15, 2019. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until the effective date. Most amendments should be applied retrospectively, but certain amendments will be applied prospectively. The adoption of this standard did not have an impact on the Company’s consolidated financial position, results of operations and cash flows. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. There are currently no other accounting standards that have been issued but not yet adopted that we believe will have a significant impact on our consolidated financial position, results of operations or cash flows upon adoption. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 3 – DISCONTINUED OPERATIONS On May 1, 2019, the Company entered into a Share Exchange Agreement with Save On and Steven Yariv, whereby the Company returned all of the stock of Save On to Steven Yariv in exchange for Mr. Yariv conveying 1,000,000 shares of common stock of the Company back to the Company. In addition, the Company granted an aggregate of 80,000 options to certain employees of Save On. Mr. Yariv ceased to be an officer or director of the Company effective with the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed with the Securities and Exchange Commission on April 16, 2019. Pursuant to ASC 205-20-45, the financial statement in which net income or loss of a business entity is reported shall report the results of operations of the discontinued operation in the period in which a discontinued operation either has been disposed of or is classified as held for sale. Accordingly, the Company reflects Save On as discontinued operations beginning in the second quarter of 2019, the period that Save On was disposed of and retroactively for all periods presented in the accompanying consolidated financial statements. The business of Save On are considered discontinued operations because: (a) the operations and cash flows of Save On were eliminated from the Company’s operations; and (b) the Company has no interest in the divested operations. As of December 31, 2020 and 2019, the Company did not have any remaining assets and liabilities classified as discontinued operations in the Company’s consolidated financial statements as of December 31, 2020 and 2019. For the Company’s Save On business activities, through the date of disposition on May 1, 2019, the Company recognized revenues and the related direct costs of such revenue which included carrier fees and dispatch costs as of the date the freight was delivered by the carrier which was when the performance obligation is satisfied. Customer payments received prior to delivery were recorded as a deferred revenue liability and related carrier fees if paid prior to delivery were recorded as a deferred expense asset. In accordance with ASC Topic 606, the Company recognized revenue on a gross basis. Our payment terms for corporate customers were net 30 days from acceptance of delivery and individual customers generally were required to pay in advance. The Company did not incur incremental costs obtaining service orders from its Save On customers, however, if the Company did, because all of the Save On customer’s contracts were less than a year in duration, any contract costs incurred were expensed rather than capitalized. The revenue that the Company recognized arose from service orders it received from its Save On customers. The Company’s performance obligations under these service orders corresponded to each delivery of a vehicle that the Company made for its customer under the service orders; as a result, each service order generally contained only one performance obligation based on the delivery to be completed. The summarized operating result of discontinued operations included in the Company’s consolidated statements of operations is as follows: Year Ended December 31, 2020 2019 Revenues $ - $ 1,491,253 Cost of revenues - 1,114,269 Gross profit - 376,984 Operating expenses - 1,058,410 Loss from discontinued operations - (681,426 ) Loss on disposal of discontinued operations - - Loss from discontinued operations, net of income taxes $ - $ (681,426 ) |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | NOTE 4 – ACCOUNTS RECEIVABLE On December 31, 2020 and 2019, accounts receivable, net consisted of the following: December 31, 2020 December 31, 2019 Accounts receivable $ 392,922 $ 983,771 Allowance for doubtful accounts (20,000 ) (20,000 ) Accounts receivable, net $ 372,922 $ 963,771 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 - PROPERTY AND EQUIPMENT On December 31, 2020 and 2019, property and equipment consisted of the following: Useful Life December 31, 2020 December 31, 2019 Delivery trucks and vehicles 5 - 6 years $ 761,652 $ 301,142 Equipment 5 years 3,470 3,470 Subtotal 765,122 304,612 Less: accumulated depreciation (166,315 ) (64,206 ) Property and equipment, net $ 598,807 $ 240,406 For the year ended December 31, 2020 and 2019, depreciation expense is included in general and administrative expenses and amounted to $102,109 and $143,818, respectively. During the year ended December 31, 2019, the Company traded in, sold or disposed of delivery trucks and vehicles of $783,511 with related accumulated depreciation of $176,178, and received cash of $81,000 and reduced notes payable of $330,709, resulting in a loss of $195,624 which is included in general and administrative expenses on the accompanying consolidated statement of operations. |
Convertible Promissory Notes Pa
Convertible Promissory Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes Payable | NOTE 6 – CONVERTIBLE PROMISSORY NOTES PAYABLE Red Diamond Partners LLC and RDW Capital, LLC On April 25, 2017, the Company entered into a securities purchase agreement with RedDiamond Partners LLC (“ RedDiamond RedDiamond Notes On June 30, 2017, the Company issued RDW Capital, LLC a senior convertible note in the aggregate principal amount of $240,000, for an aggregate purchase price of $30,000. Through date of default, the principal due under the note accrued interest at a rate of 12% per annum. All principal and accrued interest under the note was due six months following the issue date of the note and was convertible into shares of the Company’s common stock, at a conversion price equal to fifty (50%) of the lowest volume-weighted average price for the ten trading days immediately preceding the conversion. The note includes anti-dilution protection, including a down-round provision under which the conversion price could be affected by future equity offerings undertaken by the Company, as well as customary events of default, including non-payment of the principal or accrued interest due on the note. Upon an event of default, all obligations under the note become immediately due and payable and the Company is required to make certain payments to the lender. On December 31, 2017 the Company failed to make its required maturity date payment of principal and interest. In accordance with the note, the Company entered into default on January 3, 2018, which increased the interest rate to 24% per annum. In connection with the issuance of these convertible promissory notes to RedDiamond and RDW Capital, LLC, the Company determined that the terms of these convertible promissory notes included a down-round provision under which the conversion price could be affected by future equity offerings undertaken by the Company. The Company evaluated these convertible promissory note transactions in accordance with ASC Topic 815, Derivatives and Hedging. Through December 31, 2018, the Company determined that the conversion feature of the convertible promissory notes was not afforded the exemption for conventional convertible instruments due to their respective variable conversion rate and price protection provisions. Accordingly, through December 31, 2018, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. On January 1, 2019, the Company adopted ASU No. 2017-11, Earnings Per Share Distinguishing Liabilities from Equity Derivatives and Hedging Accounting for Certain Financial Instruments with Down Round Features, On April 9, 2019, the Company entered into agreements (the “ RedDiamond Amendments ● extend the maturity date of the notes to December 31, 2020; ● remove all convertibility features of the notes; and ● repay not less than half of the obligations then outstanding pursuant to the notes if the Company completes an offering of equity or equity linked securities (including warrants, convertible preferred stock, convertible debentures or convertible promissory note) which results in gross proceeds to the Company of at least $4,000,000, using a portion of the proceeds thereof. In connection with this debt modification, on April 9, 2019, the Company recorded a gain on debt extinguishment of $432,589, which consists of the removal of debt put premium of $385,385 since the debt is no longer convertible, and $47,204 related to the reversal of default interest payable. Pursuant to the RedDiamond Amendments, the conversion provisions contained in the convertible promissory notes held by RedDiamond and RDW Capital, LLC were suspended and ceased to be exercisable beginning as of April 9, 2019. However, under the RedDiamond Amendments, the conversion provisions contained in the convertible promissory notes held by Red Diamond and RDW Capital, LLC were subject to reinstatement upon the occurrence of an event of default. The parties agreed that it would be considered an event of default under the convertible promissory notes if the Company consummated any new offering of equity or equity linked securities containing a conversion or exercise price which is variable based upon the market trading price of the Company’s securities. On August 30, 2019, the Company entered into a new offering of equity or equity linked securities containing a conversion or exercise price which is variable based upon the market trading price of the Company’s securities. Accordingly, the conversion terms were reinstated and the Company recorded a put premium of $385,385 and recorded interest expense of $385,385. During the year ended December 31, 2020, the Company issued 96,661,102 shares of its common stock upon the conversion of debt of $510,000 and accrued interest of $158,141. Upon conversion, the Company reclassified put premium of $385,385 to paid-in capital. The aggregate principal amounts due as of December 31, 2020 and December 31, 2019 amounted to $0 and $895,385, which included a put premium of $0 and $385,385, and principal balance of $0 and $510,000, and was included in convertible notes payable, a current liability, on the accompanying consolidated balance sheet, respectively. Bellridge Capital, LLC On June 18, 2018, the Company entered into a securities purchase agreement (the “ Bellridge Purchase Agreement Bellridge Bellridge Note In connection with the Bellridge Purchase Agreement, Bellridge was issued a warrant, with a term of two years, to purchase up to 4.75% of the fully-diluted outstanding common stock of the Company, for an aggregate purchase price of $100 (the “ First Bellridge Warrant Bellridge Note PA Warrant In August 2018, the Company defaulted on the Bellridge Note due to (i) default on the payment of monthly interest payments due, (ii) default caused by the late filing of the Company’s reports on Form 10-Q for the periods ended June 30, 2018 and September 30, 2018 and (iii) default due to failure to file a registration statement. Upon an event of default, all principal, accrued interest, and liquidated damages and penalties were due upon request of Bellridge at 125% of such amounts. On December 27, 2018, Bellridge waived any and all defaults in existence on the Bellridge Note and the Company agreed to issue a warrant that is convertible into 2% of the issued and outstanding shares existing at the time the Company files a registration statement or makes an application to up list to a national stock exchange (the “ Second Bellridge Warrant Bellridge Warrants On April 9, 2019, the Company entered into a new agreement with Bellridge that modified the Bellridge Note and cancelled these warrants (see below). Through April 9, 2019, all principal and accrued interest under the Bellridge Note was convertible into shares of the Company’s common stock, at a conversion price equal to the lower of $1.50 and 65% of the lowest traded price during the fifteen trading days immediately prior to the conversion date. The Bellridge Note included anti-dilution protection, as well as customary events of default, including, but not limited to, non-payment of the principal or accrued interest due on the Bellridge Note and cross default provisions on other Company obligations or contracts. Upon an event of default, all obligations under the Bellridge Note become immediately due and payable and the Company is required to make certain payments to Bellridge. Bellridge was granted a right of first refusal on future financing transactions of the Company while the Bellridge Note remains outstanding, plus an additional three months thereafter. In connection with the issuance of the Bellridge Note, the Company entered into a security agreement with Bellridge pursuant to which the Company agreed that obligations under the Bellridge Note and related documents will be secured by all of the assets of the Company. In addition, all of the Company’s subsidiaries are guarantors of the Company’s obligations to Bellridge pursuant to the Bellridge Note and have granted a similar security interest over substantially all of their assets. A portion of the proceeds of the Bellridge Note were used to acquire 100% of the membership interests of Prime EFS. During the term of the Bellridge Note, in the event that the Company consummates any public or private offering or other financing or capital raising transaction of any kind (each a “ Bellridge Note Subsequent Offering In connection with the Bellridge Purchase Agreement, the Company entered into a registration rights agreement which, among other things, required the Company to file a registration statement with the Securities and Exchange Commission no later than 120 days after June 18, 2018. The Company failed to file such registration statement. Accordingly, in addition to any other rights the holders may have under the Bellridge Purchase Agreement or under applicable law, on the default date and on each monthly anniversary of each such default date (if the applicable event is not cured by such date) until the ninetieth day from such default date, the Company will pay to each holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1%) multiplied by the aggregate subscription amount paid by the holder pursuant to the Bellridge Purchase Agreement. Subsequent to the ninetieth day from such default date, the one percent (1%) penalty increases to two percent (2%), with an aggregate cap of twenty percent (20%) per annum. If the Company fails to pay any of these partial liquidated damages in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum to the holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. On December 27, 2018, Bellridge waived any and all defaults. In connection with the Bellridge Purchase Agreement, the Company paid a placement agent $120,000 in cash which is included in issue costs previously discussed above and this placement agent was issued the Bellridge Note PA Warrant, with a term of two years, to purchase up to 4.75% of the fully-diluted outstanding common stock of the Company, for an aggregate purchase price of $100. On April 9, 2019, the Company entered into an agreement with this placement agent that cancelled the Bellridge Note PA Warrant. In connection with the issuance of the Bellridge Note and the Bellridge Warrants, the Company determined that the Bellridge Note and the Bellridge Warrants contains terms that are not fixed monetary amounts at inception. Accordingly, under the provisions of ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the Bellridge Note and the Bellridge Warrants were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of this embedded conversion option derivative and the Bellridge Warrants were determined using the Binomial valuation model and Monte-Carlo simulation model, respectively. Convertible debt modifications and warrant cancellations On April 9, 2019 (the “ Bellridge Modification Date Bellridge Modification Agreement ● the overall principal amount of the Bellridge Note was reduced from the original principal amount of $2,497,502 (principal amount was $2,223,918 at April 9, 2019) to $1,800,000, in exchange for the issuance to Bellridge of 800,000 shares of restricted common stock, to be delivered to Bellridge, either in whole or in part, at such time or times as when the beneficial ownership of such shares by Bellridge would not result in Bellridge’s beneficial ownership of more than the Beneficial Ownership Limitation and such shares are to be issued within three business days of the date the Bellridge has represented to the Company that it is below the Beneficial Ownership Limitation. Such issuances will occur in increments of no fewer than the lesser of (i) 50,000 shares and (ii) the balance of the 800,000 shares owed. The “Beneficial Ownership Limitation” is 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable pursuant to the Bellridge Modification Agreement. In connection with these shares, the Company recorded a loss on debt extinguishment of $10,248,000 in April 2019. As of August 19, 2019, 100,000 of these shares have been issued and on August 16, 2019, the Company issued 700,000 shares of Series B Preferred shares upon settlement of 700,000 shares of issuable common stock; ● the maturity date of the Bellridge Note was extended to August 31, 2020; ● the interest rate was reduced from 10% to 5% per annum; ● if the Company completes an offering of equity or equity linked securities (including warrants, convertible preferred stock, convertible debentures or convertible promissory notes) which results in gross proceeds to the Company of at least $4,000,000, then the Company will use a portion of the proceeds thereof to repay not less than half of the obligations then outstanding pursuant to the Bellridge Note; ● if the Company completes an offering of debt which results in gross proceeds to the Company of at least $3,000,000, then the Company will use a portion of the proceeds thereof to repay any remaining obligations then outstanding pursuant to the Bellridge Note; ● the convertibility of the Bellridge Note was amended such that the Bellridge Note is only convertible at a conversion price to be mutually agreed upon between the Company and the holder. On August 3, 2020, the parties agreed to a fixed conversion price of $0.02 per share (See below). ● the registration rights previously granted to Bellridge were eliminated; and ● The First Bellridge Warrant and the Second Bellridge Warrant were cancelled and of no further force or effect as of the Bellridge Modification Date. In exchange, the Company issued Bellridge 360,000 shares of restricted common stock. In addition, on the Bellridge Modification Date, warrant holders holding warrants exercisable into an aggregate of 4.75% of the outstanding common stock of the Company all agreed to exercise such warrants for an aggregate of 240,000 shares of common stock of the Company. On April 9, 2019, the Company entered into an agreement with Bellridge and the Placement Agent that cancelled certain warrants in exchange for an aggregate of 600,000 common shares of the Company (360,000 shares to Bellridge and 240,000 shares to Placement Agent). These shares were valued at $7,686,000, or $12.81 per share, based on the quoted trading price on the date of grant. In connection with these shares, the Company recorded a loss on debt extinguishment of $7,686,000. In connection with the modification of the Bellridge Note and the cancellation of the related warrants, under the provisions of ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instrument and the Warrant and Placement Warrant were adjusted to fair value through earnings on the Modification Date. The fair value of this embedded conversion option derivative, and the Warrant and Placement Warrant were determined using the Binomial valuation model and Monte-Carlo simulation model, respectively. For the period from April 1, 2019 to April 9, 2019, the change of fair value of derivative liabilities associated with these instruments amounted to $41,653,345, which was recorded as derivative expense on the Modification date. The increase in derivative liabilities was caused by an increase in the Company’s stock price, as quoted on OTC Markets. Additionally, on the Modification Date, the Company analyzed the Bellridge Note modification and the cancellation of the warrants and pursuant to ASC 470-50, the modifications were treated as a debt extinguishment. In connection with this debt modification, the Company reversed all remaining derivative liabilities and recorded a gain on debt extinguishment of $61,841,708 (see Note 11 – Debt Extinguishment). Additionally, the Company wrote off the remaining debt discount and recorded a loss on debt extinguishment of $1,013,118 (see Note 11 – Debt Extinguishment). In an agreement dated August 3, 2020, Bellridge and the Company resolved many of the disputes between them. Among other things, Bellridge and the Company agreed upon the balance of all indebtedness owed to Bellridge as of August 3, 2020 ($2,150,000), a new maturity date on the indebtedness (April 30, 2021), and a price of $0.02 for the conversion of all Bellridge indebtedness into shares of Company common stock. In the agreement, Bellridge also agrees to release its claims against the Company and its senior management in a definitive settlement agreement. However, the August 3 agreement did not contain a release of claims by either party. During July and August 2020, the Company issued 107,500,001 shares of its common stock upon the conversion of debt of $1,813,402, accrued interest of $70,671 and other amounts due. In connection with the issuance of these shares, the Company recorded a loss on debt extinguishment of $512,366 which is associated with the fair market value of the excess shares issued upon conversion of the principal balances converted at the conversion price. During the year ended December 31, 2019, accrued interest payable on this debt of $126,740 was reclassified to principal amount due. On December 31, 2020 and 2019, convertible notes payable related to this convertible debt amounted to $0 and $1,813,402. August 30, 2019 convertible debt and related warrants On August 30, 2019, the Company closed Securities Purchase Agreements (the “ August 2019 Purchase Agreement August 2019 Notes August 2019 Warrants The August 2019 Notes initially bore interest at 10% per annum and became due and payable on November 30, 2020. During the existence of an Event of Default (as defined in the August 2019 Notes), interest accrued at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the four-month anniversary of the August 2019 Notes, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule (each, an “ August 2019 Amortization Payment August 2019 Note Stock Payment The August 2019 Notes may be prepaid, provided that certain Equity Conditions, as defined in the August 2019 Notes, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from August 30, 2019 until and through November 30, 2019 at an amount equal to 105% of the aggregate of the outstanding principal balance of the August 2019 Notes and accrued and unpaid interest, and (ii) after August 30, 2019 at an amount equal to 115% of the aggregate of the outstanding principal balance of the August 2019 Notes and accrued and unpaid interest. In the event that the Company closes a registered public offering of securities for its own account (a “ Public Offering In connection with the August 2019 Purchase Agreement, the Company entered into a registration rights agreement, pursuant to which the Company agreed to file a registration statement on Form S-1 to register the resale of the shares issuable to the investors pursuant to the August 2019 Purchase Agreement. From the original issue date until the August 2019 Notes are no longer outstanding, the August 2019 Notes were convertible, in whole or in part, at any time, and from time to time, into shares of common stock at the option of the investor. The initial conversion price of the August 2019 Notes was the lower of: (i) $3.50 per share and (ii) the price per share paid by investors in the contemplated equity offering of up to $1,000,000. If an Event of Default (as defined in the August 2019 Notes) has occurred, regardless of whether it has been cured or remains ongoing, the August 2019 Notes were initially convertible at the lower of: (i) $3.50 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the August 2019 Notes) during the 20 consecutive Trading Day (as defined in the August 2019 Notes) period ending and including the Trading Day (as defined in the August 2019 Notes) immediately preceding the delivery or deemed delivery of the applicable notice of conversion. All such Conversion Price determinations were to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock. The August 2019 Notes and related August 2019 Warrants included down-round provisions under which the August 2019 Note conversion price and August 2019 Warrant exercise price could be affected, on a full-ratchet basis, by future equity offerings undertaken by the Company. On September 6, 2019, the Company sold shares of its common stock at $2.50 per share and accordingly, the conversion price and warrant down-round provisions were triggered. As a result, the conversion price of the August 2019 Notes was reduced to $2.50 per share and the number of shares issuable upon exercise of the warrants was increased to 1,383,116 and the exercise price was lowered to $2.50. On January 7, 2020, the Company issued new convertible debt with an initial conversion price of $0.40 per share and warrants exercisable at $0.40 per share and accordingly, the conversion price and warrant down-round provisions were triggered. As a result, the conversion price of August 2019 Notes was reduced to $0.40 per share, and the number of shares issuable upon exercise of the warrants was increased to 8,644,474 and the exercise price was lowered to $0.40. As a result of the January 7, 2020 trigger of the down-round provisions, on January 7, 2020, the Company recorded a deemed dividend of $17,836,244 which represents the fair value transferred to the warrant holders from the down round feature being triggered. The Company calculated the difference between the warrants fair value on January 7, 2020, the date the down- round feature was triggered using the current exercise price and the new exercise price and the new number shares issuable upon exercise of the warrants. The deemed dividend was recorded as an increase in accumulated deficit and increase in paid-in capital and increased the net loss to common shareholders by the same amount. As discussed in summary of derivative liabilities below, as of January 30, 2020, the August 2019 Warrants were treated as derivative liabilities. Subsequent to January 7, 2020, additional down-round protection was triggered. As of December 31, 2020, the conversion price on the August 2019 Notes was lowered to $0.006 per share, the exercise price of the August 2019 Warrants was lowered to $0.006 per share, and the number shares issuable upon exercise of the August 2019 Warrants was increased. In connection with the issuance of the August 2019 Notes, the Company determined that various terms of the August 2019 Notes, including the August 2019 Note Stock Payment terms discussed above, caused derivative treatment of the embedded conversion options. On August 30, 2019, the initial measurement date, the fair values of the embedded conversion option derivative of $1,953,968 was recorded as derivative liabilities and was allocated as a debt discount up to the net proceeds of the August 2019 Notes of $936,645, with the remainder of $1,017,323 charged to current period operations as initial derivative expense. On January 30, 2020, due to the default of the January 2020 August 2019 Notes Amortization Payment, the August 2019 Notes were deemed in default. Accordingly, the outstanding principal balance on date of default increased by 30% which amounted to $723,985, default interest accrues at 18%, and the default conversion terms applied. During the six months ended June 30, 2020, the Company repaid principal of $257,139, settled $128,674 of debt, and the Company issued 293,677,788 shares of its common stock upon the conversion of principal and default interest of $2,118,311, accrued interest of $48,685 and fees of $1,000. Additionally, accrued interest payable of $84,416 was reclassified to principal balance. During the three months ended September 30, 2020, the Company issued 39,885,602 shares of its common stock upon the conversion of principal and default interest of $284,249, accrued interest of $8,450 and fees of $900. During the three months ended December 31, 2020, the Company issued 9,606,099 shares of its common stock upon the conversion of accrued interest of $58,317. Additionally, on July 20, 2020 and July 22, 2020, the Company entered Exchange Agreements (the “ Exchange Agreements Series D Exchange In connection with Exchange, the Company and Investors entered into leak-out agreements, dated as of July 20, 2020 and July 22, 2020 (the “ Leak-Out Agreements On December 31, 2020, convertible notes payable related to August 30, 2019 convertible debt amounted to $22,064, which consists of $22,064 of principal balance and default interest due. On December 31, 2019, convertible notes payable related to August 30, 2019 convertible debt amounted to $658,623, which consists of $2,469,840 of principal balance due and is net of unamortized debt discount of $1,811,217. October 3, 2019 convertible debt and related warrants On October 3, 2019, the Company issued and sold to an investor a convertible promissory note in the principal amount of $166,667 (the “ October 3 Note October 3 Warrant October 3 Note Amortization Payment October 3 Note Stock Payment The October 3 Note may be prepaid, provided that certain Equity Conditions, as defined in the October 3 Note, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from October 3, 2019 until and through January 3, 2020, at an amount equal to 105% of the aggregate of the outstanding principal balance of the October 3 Note and accrued and unpaid interest, and (ii) after January 3, 2020, at an amount equal to 115% of the aggregate of the outstanding principal balance of the October 3 Note and accrued and unpaid interest. In the event that the Company closes a Public Offering, the holder may elect to: (x) have its principal and accrued interest prepaid directly from the proceeds of the Public Offering at the prices set forth above, or (y) exchange its October 3 Note at the closing of the Public Offering for the securities being issued in the Public Offering at the Public Offering prices based upon the outstanding principal, accrued interest and other charges, or (z) continue to hold the October 3 Note. Except for a Public Offering and October 3 Note Amortization Payments, in order to prepay the October 3 Note, the Company must provide at least 20 days’ prior written notice to the holder, during which time the holder may convert the October 3 Note in whole or in part at the conversion price. For avoidance of doubt, the October 3 Note Amortization Payments are prepayments and are subject to prepayment penalties equal to 115% of the October 3 Note Amortization Payment. In the event the Company consummates a Public Offering while the October 3 Note is outstanding, then 25% of the net proceeds of such offering will, within two business days of the closing of such Public Offering, be applied to reduce the outstanding obligations pursuant to the October 3 Note. On the original issue date until the October 3 Note is no longer outstanding, the October 3 Note was convertible, in whole or in part, at any time, and from time to time, into shares of common stock at the option of the investor. The “Conversion Price” in effect on any Conversion Date means, as of any Conversion Date (as defined in the October 3 Note) or other date of determination, the lower of: (i) $2.51 per share and (ii) the price per share paid by investors in the contemplated equity offering of up to $1,000,000. If an Event of Default (as defined in the October 3 Note) has occurred, regardless of whether such Event of Default (as defined in the October 3 Note) has been cured or remains ongoing, the October 3 Note are convertible at the lower of: (i) $2.51 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the October 3 Note) during the 20 consecutive Trading Day (as defined in the October 3 Note) period ending and including the Trading Day (as defined in the October 3 Note) immediately preceding the delivery or deemed delivery of the applicable Notice of Conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock. The October 3 Warrant is exercisable at any time on or after the date of the issuance and entitles the investor to purchase shares of the Company’s common stock for a period of five years from the initial date the October 3 Warrant became exercisable. Under the terms of the October 3 Warrant, the investor is entitled to exercise the October 3 Warrant to purchase up to 66,401 shares of the Company’s common stock at an initial exercise price of $3.51, subject to adjustment as detailed in the October 3 Warrant. In October 2019 the Company calculated the relative fair value of the October 3 Warrant in the amount of $82,771 which was added to debt discount and is being amortized over the term of the notes. The October 3 Note and related October 3 Warrant included a down-round provision under which the October 3 Note conversion price and warrant exercise price could be affected, on a full-ratchet basis, by future equity offerings undertaken by the Company. Subsequent to October 3, 2019, the Company issued convertible debt with a conversion price of $2.50 per share and accordingly, the convertible debt and warrant down-round provisions were triggered. As a result, the conversion price and the exercise price were lowered to $2.50 and the number of shares issuable upon exercise of the warrants was increased to 66,667. On January 7, 2020, the Company issued new convertible debt with an initial conversion price of $0.40 per share and warrants exercisable at $0.40 per share and accordingly, the conversion price and warrant down-round provisions were triggered. As a result, the conversion price of the October 3 Note was reduced to $0.40 per share, and the number of shares issuable upon exercise of the warrants was increased to 416,669 and the exercise price was lowered to $0.40. As a result of the January 7, 2020 trigger of the down-round provisions, on January 7, 2020, the Company recorded a deemed dividend of $859,768 which represents the fair value transferred to the October 3 Warrant holder from the down-round feature being triggered. The Company calculated the difference between the October 3 Warrant’s fair value on January 7, 2020, the date the down-round feature was triggered using the current exercise price and the new exercise price and the new number of shares issuable upon exercise of the warrants. The deemed dividend was recorded as an increase in accumulated deficit and increase in paid-in capital and increased the net loss to common shareholders by the same amount. As discussed in summary of derivative liabilities below, as of January 30, 2020, the October 3 Warrant were treated as derivative liabilities. Subsequent to January 7, 2020, additional down-round protection was triggered. Since these instruments contained embedded derivatives, the trigger only effected the quantity and valuation of derivative liabilities and there was no other accounting effect. As of December 31, 2020, the conversion price on the October 3 Note was lowered to $0.006 per share, the exercise price of the October 3 Warrant was lowered to $0.006 per share, and the number of shares issuable upon exercise of the October 3 Warrant was increased. In connection with the issuance of the October 3 Note, the Company determined that various terms of the October 3 Note, including the October 3 Note Stock Payment terms discussed above, caused derivative treatment of the embedded conversion options. On October 3, 2019, the initial measurement date, the fair values of the embedded conversion option derivative of $123,795 was recorded as deriva |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7 – NOTES PAYABLE Secured merchant loans On September 20, 2018, the Company entered into a secured Merchant Loan with a lender in the amount of $521,250 and received net proceeds of $375,000, net of original issue discount of $146,250. Pursuant to this Secured Merchant Loan, the Company repaid the noteholders by making daily payments of $3,724 on each business day which was deducted directly from the Company’s bank accounts. On January 14, 2019, the Company entered into a new secured Merchant Loan with this lender in the amount of $764,500. The Company simultaneously repaid the September 20, 2018 loan which had a remaining principal balance of $223,329, paid an origination fee of $10,034 and received net proceeds of $316,637, net of original issue discount of $214,500. Pursuant to this Secured Merchant Loan, the Company repaid the noteholders by making daily payments of $6,371 on each business day which was deducted directly from the Company’s bank account. On January 24, 2019, the Company entered into another secured Merchant Loan with this lender in the amount of $417,000. The Company simultaneously paid an origination fee of $7,998 and received net proceeds of $292,002, net of original issue discount of $117,000. Pursuant to this Secured Merchant Loan, the Company repaid the noteholders by making daily payments of $3,972 on each business day which was deducted directly from the Company’s bank account. On May 8, 2019, the Company entered into another secured Merchant Loan with this merchant in the principal amount of $1,242,000. The Company simultaneously repaid prior loans of $362,961 which were entered into during January 2019, paid origination fees totaling $9,000 and paid an original issue discount of $342,000 and received net proceeds of $528,039. Pursuant to this secured Merchant Loan, the Company repaid the noteholder by making daily payments of $10,265 on each business day which deducted from the Company’s bank account. During the year ended December 31, 2019, the Company repaid an aggregate of $2,511,456 of the secured merchant loans and on August 28, 2019, the remaining note balance of $184,750 was converted into a new promissory Note (see promissory notes below). On October 1, 2018, the Company entered into a secured Merchant Loan in the amount of $209,850 and received net proceeds of $137,962, net of original issue discount of $59,850 and net of origination fees of $12,038. Pursuant to this Secured Merchant Loan, the Company is required to repay the noteholders by making daily payments of $1,749 on each business day until the loan amounts are paid in full. Additionally, on October 1, 2018, the Company entered into a second secured Merchant Loan in the amount of $139,900 and received net proceeds of $92,000, net of original issue discount of $39,900 and net of origination fees of $8,000. Pursuant to this Secured Merchant Loan, the Company is required to repay the noteholders by making daily payments of $1,166 on each business day until the loan amounts are paid in full. These Secured Merchant Loans were secured by the Company’s assets and were personally guaranteed by the former majority member of Prime. During the period from October 1, 2018 to December 31, 2018, the Company repaid $169,653 of these notes. During the year ended December 31, 2019, the Company repaid the remaining principal balance of these notes of $180,097. On December 31, 2019, notes payable related to these Secured Merchant Loans amounted to $0. On October 12, 2018, the Company entered into a secured Merchant Loan with a lender in the amount of $420,000. The Company simultaneously repaid a prior loan of $31,634, paid an origination fee of $10,500 and received net proceeds of $254,552, net of original issue discount of $123,314. Pursuant to this Secured Merchant Loan, the Company repaid the noteholder by making daily payments of $3,000 on each business which was deducted directly from the Company’s bank accounts. On January 28, 2019, the Company entered into a new secured Merchant Loan with this lender in the amount of $759,000 and received net cash of $315,097 after paying origination fee of $25,750, an original issue discount of $209,000, and the repayment of October 12, 2018 remaining loan and interest due to this lender of $209,153. Pursuant to this Secured Merchant Loan, the Company repaid the noteholders by making daily payments of $4,897 on each business day which was deducted directly from the Company’s bank account. On September 2, 2019, the Company repaid the remaining note payable. These Secured Merchant Loans were secured by the Company’s assets and were personally guaranteed by the former majority member of Prime. On December 31, 2019, note payable related to these Secured Merchant Loans amounted to $0. From February 25, 2019 to March 6, 2019, the Company entered into four secured Merchant Loans in the aggregate amount of $1,199,200. The Company simultaneously repaid prior loans of $69,327 which were entered into during October 2018, paid origination fees totaling $78,286 and received net proceeds of $652,387, net of original issue discounts of $399,200. Pursuant to these four secured Merchant Loans, the Company was required to pay the noteholders by making daily payments aggregating $11,993 on each business day until the loan amounts were paid in full. Each payment was deducted from the Company’s bank account. On April 10, 2019, the Company paid off these secured Merchant Loans in full by paying an aggregate amount of $703,899. On April 17, 2019, the Company entered into a secured Merchant Loan in the principal amount of $650,000 and received net proceeds of $500,000, net of original issue discounts of $150,000. Pursuant to this secured Merchant Loan, the Company is required to pay the noteholders by making three monthly installments of $216,667 beginning in June 2019 to August 2019. During the year ended December 31, 2019, the Company repaid this Secured Merchant Loan. On December 31, 2019, notes payable related to this Secured Merchant Loan amounted to $0. From May 21, 2019 to July 16, 2019, the Company entered into several secured Merchant Loans in the aggregate amount of $2,099,500. The Company received net proceeds of $1,285,000, net of original issue discounts and origination fees of $814,500. Pursuant to these several secured Merchant Loans, the Company was required to pay the noteholders by making daily payments aggregating $27,498 on each business day until the loan amounts were paid in full. Each payment was deducted from the Company’s bank account. During the year ended December 31, 2019, the Company repaid an aggregate of $1,854,642 of the secured merchant loans and on August 28, 2019, the remaining secured merchant loan balances of $261,630 were converted into new promissory notes payable (see promissory notes below). From June 19, 2019 to July 30, 2019, the Company entered into two secured Merchant Loans in the aggregate amount of $1,011,825. The Company received net proceeds of $630,000, net of original issue discounts and origination fees of $381,825. Pursuant to these two secured Merchant Loans, the Company was required to pay the noteholders by making daily payments aggregating $8,000 on each business day and a weekly payment of $28,500 until the loan amounts were paid in full. Each payment was deducted from the Company’s bank account. During the year ended December 31, 2019, the Company repaid an aggregate of $764,209 of the loans and on August 28, 2019, the remaining note balances of $247,616 were converted into new convertible notes payable. In connection with these new convertible notes, the Company recorded a debt discount of $24,762. (see Note 6). From November 22, 2019 to December 31, 2019, the Company entered into several secured merchant loans in the aggregate amount of $2,283,540. The Company received net proceeds of $1,355,986, net of original issue discounts and origination fees of $927,554. Pursuant to these several secured merchant loans, the Company was required to pay the noteholders by making daily and/or weekly payments on each business day or week until the loan amounts were paid in full. Each payment was deducted from the Company’s bank account. During the year ended December 31, 2019, the Company repaid an aggregate of $464,344 of the loans. During the three months ended March 31, 2020, the Company entered into a new secured merchant loan in the aggregate amount of $1,274,150, which consisted of $670,700 of principal transferred to this new loan by two of these secured merchants. The Company received net proceeds of $150,000, net of original issue discounts and origination fees of $453,450. During the year ended December 31, 2020, the Company repaid an aggregate of $1,954,930 of these loans, which includes payments pursuant to settlement agreements as discussed below. ● In connection with a settlement agreement dated March 4, 2020, the Company paid off a merchant loan with a principal balance of $936,410 for a payment of $600,000 which was made by the Company in March 2020. ● In connection with a settlement agreement dated March 9, 2020, the Company agreed to pay $233,434 in full settlement for a merchant loan of with a principal balance of $364,740. The payment was due on March 11, 2020. During the year ended December 31, 2020, the Company paid $233,434 of this settlement. ● In connection with a settlement agreement dated March 9, 2020, the Company agreed to pay $275,000 in full settlement for a merchant loan with a principal balance of $272,700 and a senior secured convertible debt in the amount of $95,874 and cancellation of 40,300 warrants held by the same creditor. The settlement payment was due, in full, on March 12, 2020; however, due to cash constraints at the time, the Company paid the $275,000 in weekly installments, which the creditor accepted, with its final payment on May 12, 2020. The Company paid $275,000 during the year ended December 31, 2020. While the Company never received a default or demand letter, the creditor verbally told the Company on May 12, 2020, that the original full amount should be paid, although the creditor has not made any formal demand or commenced any action. The Company believes any such claim, if made, would be without merit. In connection with these settlement agreements, the Company recorded a loss on debt extinguishment of $76,777 which consisted of the payment of cash of $67,548 and the write off of debt of remaining debt discount of $614,809, offset by the reduction of principal balance of $596,390 and accrued interest payable of $9,190. On December 31, 2020, there were no secured merchant loans due and outstanding. On December 31, 2019, notes payable related to these secured merchant loans amounted to $1,057,074, which consists of $1,819,196 of principal balance due and is net of unamortized debt discount of $762,122. Promissory notes In connection with the acquisition of Prime EFS on June 18, 2018, the Company assumed several notes payable liabilities amounting to $944,281 pursuant to secured merchant agreements (the “ Assumed Secured Merchant Loans On August 28, 2019, a remaining secured merchant loan balance of $184,750 was converted into a new note. Pursuant to this new note, the Company will pay the lender in twelve monthly installments of $17,705 beginning on November 25, 2019 to the maturity date of November 25, 2020. This new note bears interest at 15% per annum. This note is secured by the Company’s assets and is personally guaranteed by the former majority member of Prime EFS. During the year ended December 31, 2020, the Company repaid $176,339 of this note. On December 31, 2020 and 2019, notes payable related to the new note amounted to $0 and $176,339. On August 28, 2019, secured merchant loan balances of $261,630 were converted into new promissory notes payable. Pursuant to these new notes, the Company will pay the lenders in twelve monthly installments of $25,073 beginning on November 25, 2019 to the maturity date of November 25, 2020. During the year ended December 31, 2020, the Company repaid $249,704 of these notes. During the year ended December 31, 2020, $4,846 of accrued interest payable was reclassified to the principal balance. On December 31, 2020 and December 31, 2019, notes payable related to these promissory notes amounted to $0 and $244,858, respectively. In connection with the acquisition of Prime EFS, the Company assumed several notes payable liabilities due to entities or individuals. These notes have effective interest rates ranging from 7% to 10% and are unsecured. On December 31, 2020 and 2019, remaining notes payable to an entity amounted to $40,000 and $40,000, respectively. From October 31, 2018 to December 31, 2018, the Company entered into Original Discount Senior Secured Demand Promissory Notes with an investor (the “ Fall 2018 Promissory Notes During March 2019 and August 2019, the Company entered into three separate promissory notes with an entity totaling $220,000 and received net proceeds of $200,000, net of original issue discounts of $20,000. During the year ended December 31, 2019, the Company repaid $220,000 of these promissory notes and on December 31, 2019, notes payable to this entity amounted to $0. During the year ended December 31, 2019, the Company entered into separate promissory notes with several individuals totaling $2,517,150, including $40,000 of a previous note rolled into these new notes, and received net proceeds of $2,238,900, net of original issue discounts of $238,250. These notes were due between 45 and 273 days from the respective note issuance date. In connection with these promissory notes, in 2019, the Company issued 58,000 warrants to purchase 58,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The warrants are exercisable over a five-year period. During the year ended December 31, 2019, the Company repaid $1,118,400 of these notes. Additionally, during the year ended December 31, 2019, the Company issued 439,623 shares of its common stock and 439,623 five year warrants exercisable at $2.50 per share upon conversion of notes payable of $978,750 and accrued interest of $120,307 at a conversion price of $2.50 per share. Since the conversion price of $2.50 was equal to the fair value of the shares as determined by recent sales of the Company’s common shares, no beneficial feature conversion was recorded. During the year ended December 31, 2020, the Company borrowed additional fund from individuals of $443,000, and received net proceeds of $423,000, net of original issue discount of $20,000, the Company repaid $320,500 of these funds, and a note with a principal balance of $195,000 was transferred into the April 20, 2020 convertible note discussed above. Furthermore, on June 30, 2020, one of these notes with a principal balance due of $150,000 and accrued interest payable of $82,274 was settled and a new note was entered into with a principal balance of $200,000. This new note bores no interest and was payable in monthly payments of $7,500 commencing on July 1, 2020 until paid in full. The Company repaid $15,000 of such note. On August 28, 2020, this note payable with a principal balance due of $185,000 was cancelled and a new convertible note was entered into with a principal balance of $185,000 (See Note 6). On December 31, 2020 and 2019, notes payable related to these individuals amounted to $220,000 and $420,000, respectively. Equipment and auto notes payable In connection with the acquisition of Prime EFS, the Company assumed several equipment notes payable liabilities due to entities. On December 31, 2020 and 2019, equipment notes payable to these entities amounted to $43,363 and $57,001, respectively. During the years ended December 31, 2019 and 2018, the Company entered into auto financing agreements in the amount of $44,905 and $162,868, respectively. On December 31, 2020 and 2019, auto notes payable to these entities amounted to $151,710 and $181,911, respectively. In November 2019, the Company entered into a promissory note for the purchase of five trucks in the amount of $460,510. The note is due in sixty monthly installments of $9,304. The first payment was paid in December 2019 and the remaining fifty-nine payments are due monthly commencing on January 27, 2020. The note is secured by the trucks and is personally guaranteed by the Company’s chief executive officer. During the year ended December 31, 2020, the Company repaid $85,088 of this note. On December 31, 2020, equipment note payable to this entity amounted to $375,422. Paycheck Protection Program Promissory Notes On April 2, 2020, the Company’s subsidiary, Shypdirect, entered into a Paycheck Protection Program promissory note (the “ Shypdirect PPP Loan SBA Paycheck Protection Program CARES Act On April 15, 2020, the Company’s subsidiary, Prime EFS, entered into a Paycheck Protection promissory note (the “ Prime EFS PPP Loan PPP Loans Neither Prime EFS nor Shypdirect provided any collateral or guarantees for these PPP Loans, nor did they pay any facility charge to obtain the PPP Loans. These promissory notes provide for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. Prime EFS and Shypdirect may prepay the principal of the PPP Loans at any time without incurring any prepayment charges. These PPP Loans may be forgiven partially or fully if the loan proceeds are used for covered payroll costs, rent and utilities, provided that such amounts are incurred during the twenty- four-week period that commenced on May 1, 2020 and at least 60% of any forgiven amount has been used for covered payroll costs. Any forgiveness of these PPP Loans will be subject to approval by the SBA and M&T Bank and will require Prime EFS and Shypdirect to apply for such treatment in the future. The Company exhausted such funds in the third quarter and file for forgiveness in the fourth quarter, although there is no guarantee that such forgiveness will be granted. On December 31, 2020 and 2019, notes payable consisted of the following: December 31, 2020 December 31, 2019 Principal amounts $ 4,357,138 $ 3,187,125 Less: unamortized debt discount - (762,122 ) Principal amounts, net 4,357,138 2,425,003 Less: current portion of notes payable (3,919,544 ) (2,425,003 ) Notes payable – long-term $ 437,594 $ - For the year ended December 31, 2020 and 2019, amortization of debt discounts related to notes payable amounted to $605,763 and $3,351,903, respectively, which has been included in interest expense on the accompanying consolidated statements of operations. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 8– STOCKHOLDERS’ DEFICIT Preferred stock The Company increased its authorized preferred shares to 10,000,000 shares in July 2018. Series A preferred stock On April 9, 2019, the Company entered into agreements with all holders of its Series A Convertible Preferred Stock to exchange all 4,000,000 outstanding shares of preferred stock for an aggregate of 2,600,000 shares of restricted common stock. Upon conversion, pursuant to Section 9(i) of the Certificate of Designation, the Series A Convertible Preferred Stock became undesignated upon their return to the Company. In July 2020, the Company filed a Certificate of Withdrawal of the Series A designation. Series B preferred shares In August 2019, the Company designated Series B Preferred Shares consisting of 1,700,000 shares with a par value of $0.001 and a stated value of $0.001. The Series B preferred shares have no voting rights and are not redeemable. Each share of Series B Preferred stock is convertible into one share of common stock at the option of the holder subject to beneficial ownership limitation. On August 16, 2019, the Company issued 1,000,000 Series B preferred shares for services rendered to the former member of Prime EFS who is considered a related party. The shares were valued at $2.50 per shares on an as if converted basis to common shares based on recent sales of the Company’s common stock of $2.50 per share. In connection with the issuance of these Series B Preferred shares, the Company recorded stock-based compensation of $2,500,000. On August 16, 2019, the Company issued 700,000 shares of Series B Preferred shares upon settlement of 700,000 shares of issuable common shares (see Note 6). On July 24, 2020, the Company issued 1,000,000 shares of its common stock upon conversion of 1,000,000 shares of Series B Preferred shares. Series C preferred shares Pursuant to the August 2019 Purchase Agreement (see Note 6), by and among the Company and the investors named therein (the “ August 2019 Investors August 2019 Reserve Requirement inter alia On June 5, 2020, the Company sold to John Mercadante, for $100, one share of Series C Preferred Stock which has voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting) for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue. Upon the effectiveness of the amendment on July 20, 2020, the Series C Preferred Stock was automatically cancelled. The Series C Preferred Stock was not entitled to vote on any other matter, was not entitled to dividends, was not convertible into any other security of the Company and was not entitled to any distributions upon liquidation of the Company. Series D preferred shares In connection with Exchange Agreements (See Note 6), the Board of Directors (the “ Board On July 20, 2020, the Board filed the Certificate of Designation of Preferences (“COD”), Rights and Limitations of Series D Preferred Stock (the “ Series D COD Stated Value Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series D is convertible into 1,000 shares of common stock. A holder of Series D may not convert any shares of Series D into common stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series D COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series D COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company. Approval of at least a majority of the outstanding Series D is required to: (a) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named) or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series D, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise or filing any Certificate of Designation, it being understood that the creation of a new security having rights, preferences or privileges senior to or on parity with the Series D in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series D; (c) issue any Series D, other than to the Investors; or (d) without limiting any provision hereunder, whether or not prohibited by the terms of the Series D, circumvent a right of the Series D. On July 20, 2020 and July 22, 2020, the Company entered Exchange Agreements (See Note 6) with two Investors to exchange outstanding August 2019 Notes and August 2019 Warrants for a newly created series of preferred stock designated the Series D Convertible Preferred Stock. Pursuant to the Exchange Agreements, the Investors exchanged August 2019 Notes with an aggregate remaining principal amount outstanding of $500,184, accrued interest payable of $85,827, and Warrants to purchase 423,159,293 shares of Common Stock for 522,726 shares of Series D (the “ Exchange During the period from July 1, 2020 to December 31, 2020, the Company issued 522,726,000 shares of its common stock in connection with the conversion of 522,726 shares of Series D. The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD. Accordingly, as of December 31, 2020, no shares of Series D were outstanding. These Series D preferred share issuances which were not redeemable were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was appropriate. As per the terms of the Series D preferred stock agreements, Series D preferred stock was not redeemable. As such, since Series D preferred stock was not redeemable, the Series D preferred stock was classified as permanent equity. The Company also concluded that the conversion rights under the Series D Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series D Preferred Stock were not considered an embedded derivative that required bifurcation. Series E preferred shares To consummate the Series E Offering, the Company’s Board of Directors (the “ Board Series E On October 6, 2020, the Board filed the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “ Series E COD Amended Series E COD Stated Value ● Each holder of Series E has the right to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series E held by such holder are convertible as of the applicable record date. ● Unless prohibited by Nevada law governing distributions to stockholders, for a period of one-year beginning with the Original Issuance Date, as defined, the Corporation shall have the right but not the obligation to redeem all outstanding Series E (and not any part of the Series E) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. If the Company fails to redeem all outstanding Series E on the redemption date , Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series E shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series E being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series E an additional sum (the “Make Good Amount”) “Extra Amount”). 80% “Conversion Date”). 70% Subject to the Beneficial Ownership Limitation, at any time during the period commencing on the date of the occurrence of a Triggering Event and ending on the date of the cure of such Triggering Event (the “Triggering Event Period”), a Holder may, at such Holder’s option, by delivery of a conversion notice to the Company to convert all, or any number of Series E (such conversion amount of the Series E to be converted pursuant to this Section 6(b) (the “Triggering Event Conversion Amount”), “Triggering Event Conversion Amount” “Triggering Event Conversion Price” Triggering events include, but are not limited to, (1) failure to satisfy Rule 144 current public information requirements; (2) ceasing to be a reporting company under the Securities Exchange Act of 1934, as amended (the “ Exchange Act If and whenever on or after the Initial Issuance Date but not after two years from the Original Issuance Date, the Company issues or sells, or is deemed to have issued or sold, additional shares of common stock, options, warrants of convertible instruments, other than an Exempt Issuance, for a consideration per share (the “Base Share Price”) “Applicable Price”) “Dilutive Issuance”), From and after the Original Issuance Date, cumulative dividends on each share of Series E shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 6% per annum based on a 360-day year on the Stated Value plus all unpaid accrued and accumulated dividends thereon. On a pari passu basis with the holders of Series D Convertible Preferred Stock that was issued and outstanding, upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, the Series E is entitled to receive an amount per share equal to the Stated Value and then receive a pro-rata portion of the remaining assets available for distribution to the holders of Common Stock on an as-converted to Common Stock basis. Until the date that such Series E shareholder no longer owns at least 50% of the Series E, the holders of Series E have the right to participate, pro rata, in each subsequent financing in an amount up to 25% of the total proceeds of such financing on the same terms, conditions and price otherwise available in such subsequent financing. A holder of Series E may not convert any shares of Series E into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series E COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Amended Series E COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company. Approval of at least a majority of the outstanding Series E is required to: (a) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named) or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series E, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise or filing any Certificate of Designation, but the creation of a new security having rights, preferences or privileges senior to or on parity with the Series E in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series E; (c) issue any Series D Convertible Preferred Stock, (d) issue any Series E in excess of 562,250 or (e) without limiting any provision under the Series E COD, whether or not prohibited by the terms of the Series E, circumvent a right of the Series E. On October 8, 2020, the Company entered into a Securities Purchase Agreement with the investors party thereto (collectively the “Investors”) pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 47,977 shares of Series E Convertible Preferred Stock (the “Series E”) and (ii) warrants (the “Warrants”) to purchase 23,988,500 shares of the Company’s common stock which are equal to 50% of the shares of common stock issuable upon conversion of the Series E if the Series E were converted on October 8, 2020 (the “October 2020 Series E Offering”). The gross proceeds to the Company were $640,000, or $13.34 per unit which is the stated value of each Series E share. The Company paid fees of $35,000 and received net proceeds of $605,000. The initial exercise price of the Warrants related to the October 2020 Series E Offering is $0.04 per share, subject to adjustment. On December 28, 2020 and December 30, 2020, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 57,400 shares of Series E and (ii) Warrants to purchase 76,571,429 shares of the Company’s common stock which are equal to 1,334 warrants for each for each share of Series E purchased (the “December 2020 Series E Offering”). The gross proceeds to the Company were $670,000, or $11.67 per unit. The Company paid fees of $112,000 and received net proceeds of $558,000. The initial exercise price of the Warrants related to the December 2020 Series E Offering is $0.01 per share, subject to adjustment. In connection with the issuance of the Series E and related warrants, the Company recorded a deemed dividend of $527,230 related to the beneficial conversion features of the Series E. In connection with the Series E Offering, the Company entered into a Registration Rights Agreement pursuant to which the Company agreed to file a registration statement on Form S-1 to register the resale of the shares of Common Stock issuable to the Investors upon conversion of the Series E and exercise of the Warrants. If a registration statement registering for resale all of the shares of common stock issuable under Series E Convertible Preferred Stock and Warrants (i) is not filed with the Commission by the Company within 30 days of the closing date of October 8, 2020 or any other registration statement, (ii) is not declared effective by the Commission by the Effectiveness Date of the initial registration statement (90 days following the closing date) or any other registration statement, or (iii) after the effective date of a registration statement, such registration statement ceases for any reason to remain continuously effective as to all registrable securities included in such registration statement for more than 30 calendar days during any 12-month period (any such failure or breach being referred to as an “ Event Event Date These Series E preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was appropriate. As per the terms of the Series E preferred stock agreements, the Company shall have the right but not the obligation to redeem all outstanding Series E (and not any part of the Series E) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. As such, since Series E preferred stock is redeemable upon the occurrence of an event that is within the Company’s control, the Series E preferred stock is classified as permanent equity. The Company concluded that the Series E Preferred Stock represented an equity host and, therefore, the redemption feature of the Series E Preferred Stock was considered to be clearly and closely related to the associated equity host instrument. The redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. The Company also concluded that the conversion rights under the Series E Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series E Preferred Stock were not considered an embedded derivative that required bifurcation. On December 8, 2020 the Company entered into an Engagement Agreement (the “Engagement Agreement”) with a placement agent to act as an exclusive selling/placement agent for the Company to assist in a financing for the Company. In connection with the engagement letter, the Company agreed to pay to the placement agent at each full or incremental closing of any equity financing, convertible debt financing, debt conversion or any instrument convertible or exercisable into the Company’s common stock (the “Securities Financing”) during the Exclusive Period which is for a period of 90 days from the date of execution of this Letter Agreement; (i) a cash transaction fee in the amount of 10% of the amount of the Securities Financing; and (ii) warrants (the “Warrants”) with a 5 year term and cashless exercise, equal to 10% of the amount of securities sold (on an as converted basis) in the Securities Financing, at an exercise price equal to the investor’s warrant exercise price of the Securities Financing. In connection with this Engagement Agreement, as of December 31, 2020, the Company paid the placement agent cash of $67,000 and issued 15,314,285 warrants to the placement agent at an initial exercise price of $0.01 per share. The cash fee of $67,000 was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent warrants. Common stock On June 26, 2020, stockholders holding at least 51% of the voting power of the stock of the Company entitled to vote thereon consented, in writing, to amend the Company’s Amended and Restated Articles of Incorporation, by adoption of the Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company to authorize an increase of the number of shares of common stock that the Company may issue to 4,000,000,000 shares, par value $0.001 (the “ Authorized Share Increase Amendment The Company filed a preliminary information statement on Schedule 14C regarding the stockholders’ consent to the Authorized Share Increase Amendment with the SEC on June 8, 2020. The Company filed a definitive information statement on Schedule 14C on June 30, 2020 and first mailed that information statement to stockholders on June 30, 2020. The Authorized Share Increase Amendment became effective on July 20, 2020. Common stock issued for services On February 25, 2019, the Company granted an aggregate of 2,670,688 shares of its common stock to an executive officer, employees and consultants of the Company for services rendered. The shares were valued at $2,750,808, or $1.03 per share, based on the quoted trading price on the date of grant. In connection with these shares, the Company recorded stock-based compensation of $2,750,808. On May 1, 2019, the Company granted an aggregate of 30,000 shares of its common stock to consultants for business development and investor relations services rendered. The shares were valued at $265,500, or $8.85 per share, based on the quoted trading price on the date of grant. In connection with these shares, the Company recorded stock-based professional fees of $265,500. On June 14, 2019, the Company granted 200,000 shares of its common stock to an employee of the Company for services rendered. The shares were valued at $2,200,000, or $11.00 per share, based on the quoted trading price on the date of grant. In connection with these shares, the Company recorded stock-based compensation of $2,200,000. On July 8, 2019, pursuant to a one-year consulting agreement, the Company agreed to issue 50,000 shares of its common stock to a consultant for investor relations services to be rendered. These shares were valued at $125,000, or $2.50 per common share, based on contemporaneous common share sales. 25,000 of these shares vested on January 8, 2020 and 25,000 shares was to vest on July 8, 2020. In connection with these shares, the Company shall record stock-based consulting fees over the vest period of one year. Total unrecognized professional fees related to these unvested common shares on December 31, 2019 amounted to $65,104. On December 31, 2019, the 50,000 shares were reflected as common stock issuable on the accompanying consolidated balance sheet. In April 2020, pursuant to a settlement agreement, 25,000 shares that were non-vested were cancelled. During the year ended December 31, 2020 and 2019, aggregate accretion of stock-based professional fees on granted non-vested shares amounted to $36,458 and $59,896, respectively. On October 2, 2019, the Company granted 300,000 shares of its common stock to a former employee for accounting services rendered. The shares were valued at $750,000, or $2.50 per share, based on contemporaneous common share sales. In connection with these shares, the Company recorded stock-based compensation of $750,000. Shares issued in connection with debt modification On April 9, 2019, the Company entered into an agreement with Bellridge that modified its existing obligations to Bellridge. In connection with this modification, principal balance of the Bellridge Note was reduced to $1,800,000, in exchange for the issuance to Bellridge of 800,000 shares of restricted common stock, which shall be delivered to Bellridge, either in whole or in part, at such time or times as when the beneficial ownership of such shares by Bellridge will not result in Bellridge’s beneficial ownership of more than the Beneficial Ownership Limitation and such shares will be issued within three business days of the date the Bellridge has represented to the Company that it is below the Beneficial Ownership Limitation. Such issuances will occur in increments of no fewer than the lesser of (i) 50,000 shares and (ii) the balance of the 800,000 shares owed. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable pursuant to this Agreement. These 800,000 shares issued and issuable were valued at $10,248,000, or $12.81 per share, based on the quoted trading price on the date of grant. In connection with these shares, the Company recorded a loss on debt extinguishment of $10,248,000. In August 2019, 100,000 of these shares were issued and 700,000 shares issuable were converted into 700,000 shares of Series B preferred shares. On April 9, 2019, the Company entered into an agreement with Bellridge and the Placement Agent that cancelled certain warrants in exchange for an aggregate of 600,000 common shares of the Company (360,000 shares to Bellridge and 240,000 shares to Placement Agent). These shares were valued at $7,686,000, or $12.81 per share, based on the quoted trading price on the date of grant. In connection with these shares, the Company recorded a loss on debt extinguishment of $7,686,000. Cancellation of common shares On May 1, 2019, the Company entered into a Share Exchange Agreement with Save On and Steven Yariv, whereby the Company returned all of the stock of Save On to Steven Yariv in exchange for Mr. Yariv conveying 1,000,000 shares of common stock of the Company back to the Company and the shares were cancelled. In connection with the disposal of Save On, the Company recorded an increase in equity of $56,987 related to the amount of net liabilities disposed of in a transaction with the former chief executive officer of the Company since the former CEO was still a related party after this transaction as he remained a principal shareholder (see Note 3). Shares issued in connection with conversion of convertible debt and interest During the three months ended September 30, 2019, the Company issued 423,711 shares of its common stock and 423,711 warrants at an exercise price of $2.50 per share in connection with the conversion of notes payable of $946,250 and accrued interest of $113,028. These shares were valued at $1,059,277, or $2.50 per common share, based on contemporaneous common share sales. Since the conversion price of $2.50 was equal to the fair value of the shares as determined by recent sales of the Company’s common shares, no beneficial feature conversion was recorded. In connection with a Note Conversion Agreement dated July 12, 2019, the Company issued 203,000 shares of its common stock at $2.50 per share for the conversion of a related party convertible note payable of $500,000 and accrued interest payable of $7,500. In connection with the conversion of this convertible note, the Company issued the entity warrants to purchase 203,000 shares of the Company’s common stock at an exercise price of $1.81 per share for a period of five years. In connection with a Note Conversion Agreement dated July 12, 2019, the Company issued 812,000 shares of its common stock at $2.50 per share for the conversion of related party convertible note payable of $2,000,000 and accrued interest payable of $30,000. In connection with the conversion of this convertible notes, the Company issued the entity warrants to purchase 812,000 shares of the Company’s common stock at an exercise price of $2.50 per share for a period of five years. In connection with the modification of the related convertible notes, the Company changed the conversion price of the notes to $2.50 per share and issued an aggregate if 1,015,000 warrants as discussed above. The Company accounted for the full conversion of these related party convertible notes pursuant to the guidance of ASC 470-20, Debt with Conversion and Other Options. On October 1, 2019, the Company issued 28,367 shares of its common stock and 28,367 warrants at an exercise price of $2.50 per share in connection with the conversion of notes payable of $57,500 and accrued interest of $13,417. These shares were valued at $70,917, or $2.50 per common share, based on contemporaneous common share sales. Since the conversion price of $2.50 was equal to the fair value of the shares as determined by recent sales of the Company’s common shares, no beneficial feature conversion was recorded. During the six months ended June 30, 2020, the Company issued 417,863,999 shares of its common stock upon the partial conversion of a convertible note which had bifurcated embedded conversion option derivatives including the conversion of principal and default interest balances due of $2,844,979, accrued interest payable due of $218,600, and fees of $8,180, at the contractual conversion price. The Company accounted for the partial conversion of these convertible notes pursuant to the guidance of ASC 470-20, Debt with Conversion and Other Options. During the three months ended September 30, 2020, the Company issued 477,682,407 shares of its common stock in connection with the conversion of convertible notes payable and default interest of $4,215,651, accrued interest of $82,852, and fees of $900. The conversion price was based on contractual terms of the related debt. In connection with the issuance of these shares, the Company recorded a loss on debt extinguishment of $512,366 which is associated with the fair market value of the excess shares issued upon conversion of the principal balances converted at the conversion price. Additionally, under ASC 470-20, the Company recognized an aggregate loss on debt extinguishment upon conversion in the amount of $19,700,260 which is associated with the difference between the fair market value of the shares issued upon conversion and the amount of principal balances converted at the conversion price. In October 2020, the Company issued 53,255,583 shares of its common stock in connection with the conversion of a convertible note payable and default interest of $293,150 and accrued interest of $26,383. The conversion price was based on contractual terms of the related debt. In October and December 2020, the Company issued 9,606,099 shares of its common stock in connection with the conversion of accrued interest of $58,317. The conversion price was based on contractual terms of the related debt. On December 17, 2020, the Company issued 55,000,000 shares of its common stock in connection with the conversion of convertible notes payable of $500,000 and accrued interest of $81,616. The conversion price was based on contractual terms of the related debt. During the three months ended December 31, 2020, under ASC 470-20, the Company recognized an aggregate loss on debt extinguishment upon conversion in the amount of $866,452 which is associated with the difference between the fair market value of the shares issued upon conversion and the amounts of principal balances converted at the conversion price. The aggregate loss on debt extinguishment upon conversions associated with the difference between the fair market value of the shares issued upon conversion and the amounts of principal balances converted at the conversion price amounted to $36,271,137 consisting of $15,704,425, $19,700,260 and $866,452 as discussed above (See Note 11). Shares issued upon cashless exercise of warrants During the period from June 1, 2020 to June 29, 2020, the Company issued 70,203,889 shares of its common stock in connection with the cashless exercise of 73,635,000 warrants. The exercise price was based on contractual terms of the related warrant. During the period from July 1, 2020 to August 10, 2020, the Company issued 85,710,419 shares of its common stock in connection with the cashless exercise of 83,662,448 warrants. The exercise price was based on contractual terms of the related warrant. In connection with the cashless exercise of warrants, the Company recorded a loss on debt extinguishment of $237,665 which is associated with the fair market value of the excess common shares issued upon the cashless exercise of warrants over the number of shares issuable using the warrant exercise price. Common shares issued for settlement On July 20, 2020, in connection with the parties’ recent settlement, the Company issued 10,281,018 shares to Bellridge to settle certain claims of Bellridge (see Note 9 under legal matters). These shares were valued at $502,742, or $0.049 per share, based on the quoted trading price on the date of grant. In connection with these shares, the Company recorded a loss on debt extinguishment of $502,742. On December 17, 2020, the Company issued 18,685,477 common shares to certain August 2019 equity and debt purchasers as settlement related to the difference between $2.50, the purchase price, and $0.40. These shares were valued at $545,616, or $0.029 per share, based on the quoted trading price on the date of grant. In connection with these shares, the Company recorded settlement expense of $545,616. Common shares issued conversion of Series B preferred shares On July 24, 2020, the Company issued 1,000,000 shares to its co |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES Legal matters From time to time, we may be involved in litigation relating to claims arising out of our operation in the normal course of business. Disputes Between Prime EFS, ELRAC LLC, and Enterprise Leasing Company of Philadelphia, LLC On or about January 10, 2020, Prime EFS was named as sole defendant in a civil action captioned ELRAC LLC v. Prime EFS, filed in the United States District Court for the Eastern District of New York, assigned Case No. 1 :20-cv-00211 (the “ ELRAC Action ELRAC ELRAC subsequently moved for a default judgment against Prime EFS. By letter to the court dated March 9, 2020, Prime EFS opposed entry of a default judgment and contended that all claims in the ELRAC Action were subject to mandatory arbitration clauses found in the individual lease agreements. On March 19, 2020, ELRAC filed a stipulation dismissing the ELRAC Action without prejudice and advised Prime EFS that it intends to file an arbitration at the American Arbitration Association alleging essentially identical claims. During the period it was leasing vans and trucks from ELRAC and its affiliate, Enterprise Leasing Company of Philadelphia, LLC (“ Enterprise PA Enterprise Arbitration On October 9, 2020, Enterprise filed its Answer and Counterclaims in the Arbitration. In its Answer, Enterprise denies liability to Prime for $327,000 or any other sum. In its Counterclaims, ELRAC seeks $382,000 in damages and Enterprise PA seeks $256,000 in damages. Enterprise also seeks $62,000 in insurance payments allegedly made by Utica to Prime EFS. Prime EFS believes the Enterprise Answer and Counterclaims lack merit and intends to defend its position in the Arbitration vigorously. Nevertheless, given the amount of the Counterclaim and the documentation which Enterprise has submitted in the arbitration in support thereof, the Company continues to reflect a liability of $440,000, i.e., the amount originally claimed as damages by ELRAC in the ELRAC Federal Action, as a contingency liability on the Company’s consolidated balance sheet. Based on our knowledge of the matter, as developed to date, we continue to agree with this estimate of probable total Company liability. As of December 31, 2020 and 2019, the Company has accrued a contingency liability of $440,000 and $440,000, respectively. BMF Capital v. Prime EFS LLC et al. As previously reported, in a settlement agreement entered into as of March 6, 2020, the Company’s wholly-owned subsidiary Prime EFS agreed to pay BMF Capital (“ BMF inter alia Bellridge Capital, L.P. v. TLSS and John Mercadante By letter dated April 28, 2020, a prior investor in the Company, Bellridge Capital, L.P. (“ Bellridge inter alia, ab initio. In an agreement dated August 3, 2020, Bellridge and the Company resolved many of the disputes between them. Among other things, Bellridge and the Company agreed upon the balance of all indebtedness owed to Bellridge as of August 3, 2020 ($2,150,000), a new maturity date on the indebtedness (April 30, 2021), and a price of $0.02 for the conversion of all Bellridge indebtedness that was subject to conversion into shares of Company common stock. In the agreement, the Company also sought a release of all Bellridge claims against the Company and its senior management in a definitive settlement agreement. However, the August 3 agreement did not contain a release of claims by either party. On September 11, 2020, Bellridge filed a civil action against the Company, John Mercadante and Douglas Cerny in the United States District Court for the Southern District of New York, captioned Bellridge Capital, L.P. v. Transportation and Logistics Systems, Inc., John Mercadante and Douglas Cerny. The case was assigned Case No. 20-cv-7485. The complaint alleges two separate claims (the first and second claims for relief) for purported violations of section 10(b) of the Securities and Exchange Act of 1934, as amended (the “ Exchange Act Bellridge Exchange Agreement December 2018 Note Subordination Agreement Partial Assignment Agreement The damages sought under the first, second and third claims for relief are not specified in the complaint. The fourth claim for relief seeks $128,394 in damages exclusive of interest and costs. The fifth claim for relief seeks $582,847 in damages exclusive of interest and costs. The sixth claim for relief demands that the Company honor allegedly outstanding stock conversions served by Bellridge at a price of $0.00545 per share. The seventh claim for relief seeks $267,970 in damages exclusive of interest and costs. The eighth claim for relief seeks a declaration that the Subordination Agreement is null and void. The ninth claim for relief seeks the difference between the conversion price of the shares at time of the originally requested conversion and the price on the actual date of conversion, plus liquidated damages of $57,960. Briefly, the complaint in this action alleges, among other things, that the Company failed to make payments required under two promissory notes, namely the December 2018 Note and a convertible promissory note issued June 18, 2018 as amended by the Exchange Agreement (the “ June 2018 Note On November 6, 2020, the Company filed an answer in this matter, denying liability for all matters alleged in the complaint. On November 26, 2020, Mr. Mercadante filed an answer in this matter, denying liability for all matters alleged in the complaint. The initial case conference in this matter was held on February 5, 2021. At the conference, the assigned judge expressed doubt as to whether the court has subject matter jurisdiction over the dispute. The Court ordered Bellbridge to file an amended complaint, properly alleging subject matter jurisdiction, if it can, by February 17, 2021 and, if Bellridge files such an amended complaint, directed the defendants, by February 24, 2021, to answer the amended complaint or move to dismiss it. Rather than file an amended complaint in federal court, on February 19, 2021, Bellridge dismissed the federal case without prejudice. We anticipate that Bellridge will refile a substantially similar civil action in state supreme court in New York shortly. The Company believes it has substantial defenses to some or all claims in the complaint, including without limitation the defense of usury. Both the Company and Mr. Mercadante intend to defend this case vigorously. Based on the early stage of this matter, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. SCS, LLC v. Transport and Logistics Systems, Inc. On May 26, 2020, a civil action was filed against the Company in the Supreme Court of the State of New York, New York County, captioned SCS, LLC v. Transportation and Logistics Systems, Inc. The case was assigned Index No. 154433/2020. The plaintiff in this action, SCS, LLC (“ SCS On July 22, 2020, the Company filed its answer, defenses and counterclaims in this action. Among other things, the Company avers in its answer that SCS’s claims are barred by its unclean hands and other inequitable conduct, including breach of its duties (i) to maintain the confidentiality of information provided to SCS on a confidential basis and (ii) to work only in furtherance of the Company’s interests, not in furtherance of SCS’s own, and conflicting, interests. The Company also avers that SCS’s alleged damages must be reduced by the compensation and other benefits received by Lawrence Sands, founder of SCS, as a W-2 employee of the Company. The Company also avers that the New York Supreme Court lacks subject matter jurisdiction of the action because SCS concedes it is a Florida LLC based in Florida and that the Company is a Nevada corporation based in Florida. On July 31, 2020, SCS moved for summary judgment in this action. On August 18, 2020, the Company moved to dismiss this action for lack of subject matter jurisdiction. In its motion, among other things, the Company asserted that the New York court lacks subject matter jurisdiction because neither party was formed under New York law; neither party maintains an office in the State of New York; the consulting agreement between the parties dated September 5, 2019 was not performed in the State of New York; and, it was anticipated, at the time of contracting, that the bulk of SCS’s consulting services thereunder would be rendered in Florida, not New York. On November 4, 2020, Supreme Court, New York County, heard argument on the Company’s motion to dismiss, granted the motion, and denied SCS’s motion summary judgment as moot (the “Decision”). SCS did not seek reconsideration and/or appeal from the Decision within the prescribed time periods. However, on or about January 14, 2021, SCS refiled this action the state court in Florida, seeking the same $42,000 in damages. On February 9, 2021, the Company filed an answer and defenses to complaint, and counterclaims against SCS seeking in excess of $2.5 million in damages. The Company believes it has substantial defenses to some or all claims in the complaint, including without limitation breaches of the consulting agreement by SCS. The Company therefore intends to defend this case vigorously. Shareholder Derivative Action As previously disclosed, on June 25, 2020, the Company was served with a putative shareholder derivative action filed in the Circuit Court of the 15 th SCS, LLC, derivatively on behalf of Transportation and Logistics Systems, Inc. v. John Mercadante, Jr., Douglas Cerny, Sebastian Giordano, Ascentaur LLC and Transportation and Logistics Systems, Inc The plaintiff in this action, SCS, alleges it is a limited liability company formed by a former chief executive officer and director of the Company, Lawrence Sands. The complaint alleges that between April 2019 and June 2020, the current chairman and chief executive officer of the Company, the current chief development officer of the Company and, since February 2020, the Company’s restructuring consultant, breached fiduciary duties owed to the Company. The Company’s restructuring consultant, defendant Sebastian Giordano, renders his services through another defendant in the action, Ascentaur LLC. Briefly, the complaint alleges that the Company’s chief executive officer breached duties to the Company by, among other things, requesting, in mid-2019, that certain preferred equity holders, including SCS, convert their preferred shares into Company common stock in order to facilitate an equity offering by the Company and then not consummating an equity offering. The complaint also alleges that current management caused the Company to engage in purportedly wasteful and unnecessary transactions such as taking merchant cash advances (MCA) on disadvantageous terms. The complaint further alleges that current management “issued themselves over two million shares of common stock without consideration.” The complaint seeks unspecified compensatory and punitive damages on behalf of the Company for breach of fiduciary duty, negligent breach of fiduciary duty, constructive fraud, and civil conspiracy and the appointment of a receiver or custodian for the Company. The Company’s current management has tendered the complaint to its directors’ and officers’ liability carrier for defense and indemnity purposes, which coverage is subject to a $250,000 self-insured retention or “deductible.” Company management, Mr. Giordano and Ascentaur LLC each advise that they deny each and every allegation of wrongdoing alleged in the complaint. Among other things, current management asserts that it made every effort to consummate an equity offering in late 2019 and early 2020 and could not do so solely because of the Company’s precarious financial condition. Current management also asserts it made clear to SCS and other preferred equity holders, before they converted their shares into common stock, that there was no guarantee the Company would be able to consummate an equity offering in late 2019 or early 2020. In addition, current management asserts that it received equity in the Company on terms that were entirely fair to the Company and entered into MCA transactions solely because there was no other financing available to the Company. On August 5, 2020, all defendants in this action moved to dismiss the complaint for failure to state a claim upon which relief can be granted. Among other things, all defendants allege in their motion that, through this lawsuit, SCS is improperly attempting to second-guess business decisions made by the Company’s Board of Directors, based solely on hindsight (as opposed to any well-pleaded facts demonstrating a lack of care or good faith). All defendants also assert that the majority of the claims are governed by Nevada law because they concern the internal affairs of the Company. Defendants further assert that, under Nevada law, each of the business decisions challenged by SCS is protected by the business judgment rule. Defendants further assert that, even if SCS could rebut the presumption that the business judgment rule applies to all such transactions, SCS has failed to allege facts demonstrating that intentional misconduct, fraud, or a knowing violation of the law occurred—a requirement under Nevada law in order for director or officer liability to arise. Defendants further assert that, because SCS’s constructive fraud claim simply repackages Plaintiff’s claims for breach of fiduciary duty, it too must fail. Defendants also contend that in the absence of an adequately-alleged independent cause of action—let alone an unlawful agreement between the defendants entered into for the purpose of harming the Company, SCS’s claim for civil conspiracy must also be dismissed. Finally, defendants contend that SCS’s extraordinary request that a receiver or custodian be appointed to manage and supervise the Company’s activities and affairs throughout the duration of this unfounded action is without merit because SCS does not allege the Company is subject to loss so serious and significant that the appointment of a receiver or custodian is “absolutely necessary to do complete justice.” SCS has a right to file court papers opposing the above motion and thereafter the defendants have a right to file reply papers in further support of the motion (the “MTD”) At present, the parties are litigating the scope of Mr. Giordano’s obligation to produce documents pertaining to personal jurisdiction over Mr. Giordano in Florida. While they hope to prevail on the motion, win or lose, current Company management, Mr. Giordano and Ascentaur LLC advise that they intend to mount a vigorous defense to this action, as they believe the action to be entirely bereft of merit. It is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. Frank Mazzola v. Prime EFS, et al. On July 24, 2020, Prime EFS terminated the employment of Frank Mazzola effective that day. On July 27, 2020, Mr. Mazzola filed a Complaint and Jury Demand in the United States District Court for the Southern District of New York in which he named as defendants Prime EFS, the Company, John Mercadante and Douglas Cerny. The case was assigned # 1:20-CV-5788-VM. In this action, Mr. Mazzola alleges that he had an employment agreement with Prime EFS and that Prime EFS breached the alleged employment agreement through two alleged pay reductions and by terminating his employment. The Complaint contains eight counts: (1) breach of contract against Prime EFS; (2) breach of the covenant of good faith and fair dealing against Prime EFS; (3) intentional misrepresentation against Prime EFS, the Company and Mr. Mercadante; (4) negligent misrepresentation against Prime EFS, the Company and Mr. Mercadante; (5) tortious interference with contract against the Company, Mr. Mercadante and Mr. Cerny; (6) tortious interference with prospective economic advantage against the Company, Mr. Mercadante and Mr. Cerny; (7) conversion against all defendants; and (8) unjust enrichment against all defendants. Mr. Mazzola seeks specific performance of the alleged employment agreement and damages of not less than $3 million. Without Answering the Complaint, on August 14, 2020, the defendants objected to the Complaint on the grounds of lack of personal jurisdiction, improper venue and because the Complaint failed to state a claim upon which relief could be granted. On August 25, 2020, the Court ordered Mr. Mazzola to respond to the defendant’s objections within three days. On August 28, 2020, Mr. Mazzola voluntarily withdrew the action. On September 1, 2020, Mr. Mazzola served the defendants with a Complaint and Jury Demand that Mr. Mazzola filed in the Superior Court of New Jersey, Law Division, Bergen County, docket number BER-L-004967-20. The Complaint alleged the same claims as those set forth in the Complaint that Mr. Mazzola had filed in the now withdrawn New York federal lawsuit. On September 28, 2020, the defendants removed the New Jersey state court lawsuit to the United States District Court for the District of New Jersey, which has been assigned civil action number 2:20-cv-13387-BRM-ESK. On October 5, 2020, all defendants filed a motion to dismiss each and every claim asserted against them in the New Jersey federal action. By letter dated November 18, 2020, Mr. Mazzola, by counsel, sought leave of court to file an amended complaint in this matter. On November 25, 2020, the Court granted plaintiff leave to file an amended complaint on or by December 7, 2020, and granted defendants an extension to January 11, 2021 to file an answer or to move against the amended complaint. On December 7, 2020, Mr. Mazzola filed an amended complaint in this action (the “AC”) alleging three (3) claims for relief: one for Breach of Contract against Prime EFS; one for “Piercing the Corporate Veil” against the Company; and one for “Fraudulent Inducement” against Messrs. Mercadante and Cerny. The damages sought by each claim are identical: “approximately $2,000,000, representing $1,040,000 in [alleged] severance”; $759,038.41 in alleged “accrued but unpaid salary”; and non-cash benefits under the alleged executive employment agreement. On January 11, 2021, Prime EFS filed an answer to the AC, denying, under the faithless servant doctrine and otherwise, that it has any liability to Mr. Mazzola for any of the amounts sought. Prime EFS also filed counterclaims against Mr. Mazzola seeking recoupment of not less than $925,492 in W-2 compensation paid to Mr. Mazzola; damages in the amount of $168,750 which Mr. Mazzola paid to his mother for a no-show job; and damages of not less than $500,000 for usurpation of corporate opportunities belonging to Prime EFS. Also, on January 11, 2021, the Company, Mr. Mercadante and Mr. Cerny filed motions to dismiss the AC insofar as pled against them for failure to state a claim and for lack of personal jurisdiction. On January 27, 2021, Prime EFS filed an amended answer to the AC, increasing the amount sought on its counterclaim for recoupment of income paid to Mr. Mazzola from $925,492 to $1,111,833.73 and adding a claim for indemnification for amounts paid by Prime EFS to resolve certain litigation against it such as the Valesky Owing to the early stage of this matter, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. Rosemary Mazzola v. TLSS and Douglas Cerny On September 19, 2020, attorneys for Frank Mazzola’s mother, Rosemary Mazzola, filed an action in the United States District Court for the Southern District of New York against the Company and Douglas Cerny. The case was assigned docket number 1:20-cv-7582 and assigned to USDJ Gregory H. Woods. In this action, Ms. Mazzola claims that the Company entered into and breached an unspecified contract by failing to pay her $94,000. In addition, the complaint claims that, although he was not a party to the unspecified contract, Mr. Cerny falsely represented that the Company intended to “repay” Ms. Mazzola $94,000 plus interest. The complaint seeks $94,000 from each defendant, plus late fees, costs, prejudgment interest and attorneys’ fees and, from Mr. Cerny punitive damages in an unspecified amount. The complaint also alleges claims for account stated and breach of implied warranty of good faith and fair dealing, allegedly premised on the same indebtedness. On October 26, 2020, in lieu of filing an answer, all defendants, by counsel, submitted timely a letter motion ( the “Oct. 26 Letter Motion” In addition, in the Oct. 26 Letter Motion, defendants assert that, at least at this juncture, a claim against Prime EFS under the 2018 agreement would be improper. As noted above, in the 2018 agreement, it is merely agreed that, “[i]n lieu of the receipt of cash by Rosemary Mazzola at Closing, Rosemary Mazzola has agreed to loan such cash amount to the Company [Prime EFS] to be used for working capital.” No terms and conditions of the loan were specified. Hence, defendants assert, a suit against Prime EFS on the loan today would be at least premature. By order entered November 5, 2020, the Court gave new counsel for Mrs. Mazzola, the 80-year-old mother of Frank Mazzola, until November 23, 2020, to file an amended complaint in this action. On November 23, 2020, counsel for Ms. Mazzola filed an Amended Complaint in this action, dropping Mr. Cerny and adding Prime EFS, LLC as a party. The new pleading demands $209,000 rather than the $94,000 in damages previously alleged. The new complaint alleges three claims: breach of contract against Prime EFS, alter ego liability against the company, and unjust enrichment against both the Company and Prime EFS. Ms. Mazzola also demands legal fees and expenses under a prevailing-party provision in the Amended Stock Purchase Agreement. On January 29, 2021, both TLSI and Prime EFS, LLC timely moved to the dismiss the Amended Complaint. Opposition and reply papers on this motion are due in February 2021. Meanwhile, on March 11, 2021, the court entered an order in the case requiring all fact discovery to be concluded by September 9, 2021. As of December 31, 2020, a $94,000 liability is included in due to related parties on the Company’s consolidated balance sheet as of such date. However, if the motion to dismiss is denied, TLSS and/or Prime will file counterclaims seeking at least $168,750 from Ms. Mazzola. Owing to the early stage of this matter, it is not possible for us to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. Prime EFS v. Amazon Logistics, Inc As previously reported, on June 19, 2020, Amazon notified Prime EFS that Amazon does not intend to renew the In-Force Agreement when it expires. In the Prime EFS Termination Notice, Amazon stated that the In-Force Agreement expires on September 30, 2020. Prime EFS believed on advice of counsel that Amazon’s position misconstrued the expiration date under the In-Force Agreement. Prime EFS therefore filed an arbitration at the American Arbitration Association (the “ AAA Amazon Arbitration In a ruling issued July 30, 2020, the arbitrator appointed by the AAA on an emergency basis affirmed the validity of Amazon’s construction of the In-Force Agreement and notice terminating that agreement effective September 30, 2020. The Company concluded, on advice of counsel, that no court would suspend, vacate or modify the July 30, 2020, ruling. Also as previously disclosed, on July 17, 2020, Amazon notified Shypdirect by the Shypdirect Termination Notice that Amazon had elected to terminate the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020. Amazon did not state a reason for the Shypdirect Termination Notice. Under the Program Agreement, Amazon can terminate the agreement without a reason and solely for convenience on 120 days’ notice. In a “Separation Agreement” dated August 23, 2020, by and among Amazon, Prime EFS and the Company, Prime EFS and the Company agreed, for nominal consideration, that the Delivery Service Partner Program Agreement between Amazon and Prime EFS would terminate effective September 30, 2020; that Prime EFS and the Company would cooperate in an orderly transition of the last-mile delivery business from Prime EFS to other service providers; that Prime EFS would return any and all vehicles leased from Element Fleet Corporation by October 7, 2020 in good repair; and that Prime EFS would dismiss the Amazon Arbitration with prejudice. Under the same Separation Agreement, Prime EFS and the Company released any and all claims they had against Amazon and covenant not to sue Amazon. In a “Settlement and Release Agreement” dated August 21, 2020, by and among Amazon, Shypdirect, Prime EFS and the Company, Amazon withdrew the Shypdirect Termination Notice and extended the term of the Program Agreement to and including May 14, 2021. In the Settlement and Release Agreement, Shypdirect released any and all claims it had against Amazon, arising under the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020, or otherwise. Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al. On August 4, 2020, an action was filed against Shypdirect, Prime EFS and others in the Superior Court of New Jersey for Bergen County captioned Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al inter alia On November 9, 2020, Prime EFS and Shypdirect filed their answer to the complaint in this action and also filed a third-party action against the insurance company in an effort to obtain defense and indemnity for this action. We intend to vigorously defend against this claim and to pursue the coverage action. However, we cannot evaluate the likelihood of an adverse outcome or estimate our liability, if any, in connection with this claim. Valesky v. Prime EFS, Shypdirect and TLSI Plaintiff, an ex-dispatcher for Prime EFS, brought this action in the U.S. District Court for the District of New Jersey under the Family and Medical Leave Act of 1993 and the New Jersey Law Against Discrimination seeking unspecified compensatory and punitive damages. Plaintiff alleges he was fired while still in a neck brace. On December 22, 2020, the plaintiff filed an amended complaint in this action adding the Company and Shypdirect as defendants on joint employer and/or alter ego theories. On January 11, 2021, the Company and Shypdirect filed an answer to the amended complaint, denying liability as to all theories of relief. On January 28, 2021, at a court conference, we settled this case, subject to standard documentation, for a payment of $35,000. The settlement documentation has been fully executed and payment is due in May 2021. Ynes Accilien v. Prime EFS This action was brought on April 27, 2020 in the Superior Court of New Jersey for Bergen County by the plaintiff alleging injuries from a May 12, 2019 collision with a van leased by Prime EFS and operated by Prime EFS employees. The plaintiff has also filed a workers’ compensation claim. Prime EFS’s insurer has been defending this matter without charging Prime EFS, and the Company and Prime EFS expect that the insurer will ultimately indemnify Prime EFS for any damages assessed. Default by Prime EFS on June 4, 2020 Settlement with Creditors On June 4, 2020, Prime EFS LLC (“ Prime EFS Creditors Payment Plan Outstanding Balance Pursuant to the Payment Plan, Prime EFS was obligated to pay $75,000 to the Creditors on or before June 5, 2020 and $75,000 to the Creditors on or before June 12, 2020. Thereafter, under the Payment Plan, beginning on June 19, 2020, Prime EFS was obligated to make weekly payments of $15,000 to the Creditors each Friday for 125 weeks ending with a final payment of $13,556 on November 18, 2022. Under the Payment Plan, Prime EFS also agreed that, if it fails to make a scheduled payment or otherwise defaults on its obligations, the remaining Outstanding Balance would be accelerated and due, in full, within five business days after receipt by Prime EFS of a notice of default from the Creditors. Under the Payment Plan, Prime EFS also agreed that, if Prime EFS does not pay the remaining Outstanding Balance within five business days after receipt of a notice of default, then the Creditors will be entitled to 9% per annum simple interest on the remaining Outstanding Balance from the date of default and to recover attorneys’ fees and costs for enforcement. Prime EFS made the $75,000 payments due on each of June 5, 2020 and June 12, 2020. Prime EFS also made each of the weekly payments due through Friday, September 18, 2020. However, Prime EFS did not make the payment due Friday, September 25, 2020, did not make any further weekly payment due under the Payment Plan, and has no present plan or intention to make any further payments under the Payment Plan because it lacks the cash-on-hand to do so. By letter dated October 16, 2020, attorneys for the Creditors gave Prime EFS notice of default (the “ Notice of Default To date, Prime EFS has not responded to the Notice of Default and has no present plan or intention to respond. Dispute between Patrick Nicholson and Prime EFS By letter dated October 9, 2020, attorneys representing Patrick Nicholson allege that Prime EFS is in default of its payment obligations under a “10% Senior Secured Demand Promissory Note” issued February 13, 2019, in the principal amount of $165,000, and under a second promissory note issued April 24, 2019 in the principal amount of $55,000. In the demand, the attorneys for Mr. Nicholson allege the total balance owed, including interest, is $332,702.84 and that interest is continuing to accrue on each promissory note. In the demand, the attorneys for Mr. Nicholson also contend that the Company is jointly and severally liable with Prime EFS for this balance. In the demand, the attorneys for Mr. Nicholson also contend that the great bulk ($276,169) of the alleged balance due arises under the “10% Senior Secured Demand Promissory Note” issued February 13, 2019. However, this promissory note is, by its express terms, governed by New York law, and, in the opinion of Prime EFS’s counsel, such note is usurious on the face of it and unenforceable. Further, in the opinion of counsel, formed after reasonable inquiry, neither promissory note is enforceable against any person or entity other than Prime EFS. If, as threatened, Mr. Nicholson files suit for non-payment under either or both promissory notes, it is anticipated that the defendant(s) will mount a vigorous defense to the action. As of December 31, 2020, Prime EFS has recorded notes payable due of $220,000 and accrued interest payable of $46,660. Other than discussed above, as of December 31, 2020, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on results of our operations. Consulting Agreement The Company retained the services of a consultant, Ascentaur, LLC (“Ascentaur”), pursuant to a Consulting Agreement between the Company and Ascentaur dated February 21, 2020, as amended (the “Consulting Agreement”). Under the Consulting Agreement, Sebastian Giordano, the CEO and principal of Ascentaur, provides management services to the Company in the role of chief executive under direction of the Board. Mr. Giordano devotes the majority of his business attention to the Company, but he may spend time on other business ventures. The Consulting Agreement runs until January 31, 2023 (“Termination Date”), unless earlier terminated by an employment agreement between Mr. Giordano and the Company. As consideration for Mr. Giordano’s services, Ascentaur receives a base consulting fee of $300,000 annually, payable in installments of $12,500 twice a month and is eligible for bonuses based on certain Company revenue, EBITDA, market capitalization or capital raise milestones. In addition, upon approval by the Board, Ascentaur received stock warrants to purchase up to 25,000,000 shares of common stock of the Company at an exercise price of $0.06 per share. Mr. Giordano is also eligible for the Company’s standard medical and dental plans. Upon any termination of the Consulting Agreement by the Company without “Cause,” by Mr. Giordano for “Good Reason,” or by expiration and non-renewal of the Consulting Agreement as of the Termination, Mr. Giordano will receive (i) a separation payment equal to one year’s worth of the base consulting fe |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | NOTE 10– RELATED PARTY TRANSACTIONS AND BALANCES Due to related parties In connection with the acquisition of Prime EFS, the Company acquired a balance of $14,019 that was due from the former majority owner of Prime EFS, Rosemary Mazzola. Pursuant to the terms of the SPA, the Company agreed to pay $489,174 in cash to the former majority owner of Prime EFS who then advanced back the $489,174 to Prime EFS. During the period from Acquisition Date of Prime EFS (June 18, 2018) to December 31, 2018, the Company repaid $216,155 of this advance. During the year ended December 31, 2019, the Company repaid $130,000 of this advance. During the year ended December 31, 2020, the Company repaid $35,000 of this advance. This advance is non-interest bearing and is due on demand. On December 31, 2020 and 2019, amount due to this former majority owner of Prime amounted to $94,000 and $129,000, respectively, and have been included in due to related parties on the accompanying consolidated balance sheets. During the year ended December 31, 2019, a former employee of Prime EFS who exerted significant influence over the business of Prime EFS and Shypdirect, Frank Mazzola, advanced the Company $88,000. Additionally, during the year ended December 31, 2020, this employee advanced the Company $75,000 and was repaid $163,000. During the year ended December 31, 2020, the Company paid this employee interest of $57,200 related to these working capital advances. On December 31, 2020 and 2019, amounts due to this former related party employee amounted to $0 and $88,000, respectively, and have been included in due to related parties on the accompanying consolidated balance sheets. During the year ended December 31, 2019, an entity which is controlled by a former employee of Prime EFS who exerted significant influence over the business of Prime EFS and Shypdirect, Frank Mazzola, advanced the Company $25,000. In January 2020, this advance was repaid. During the year ended December 31, 2020, the Company paid this entity interest expense of $27,500 related to 2019 working capital advances made. On December 31, 2020 and December 31, 2019, amounts due to this former related party entity amounted to $0 and $25,000, and has been included in due to related parties on the accompanying consolidated balance sheets, respectively. In August 2019, the Company’s chief executive officer advanced to the Company and was repaid $50,000, The advance was non-interest bearing and payable on demand. On December 22, 2020, the Company’s chief executive officer advanced the Company $30,000. The advance is non-interest bearing and payable on demand. On December 31, 2020, amount due to the chief executive officer amounted to $30,000 and has been included in due to related parties on the accompanying consolidated balance sheet. On January 29, 2021, the Company repaid this advance. Notes payable – related parties From July 25, 2018 through December 31, 2018, the Company entered into a Promissory Notes with the Company’s former chief executive office or the spouse of the Company’s chief executive officer. Pursuant to these promissory notes, the Company borrowed an aggregate of $1,150,000 and received net proceeds of $1,050,000, net of original issue discounts of $100,000. From July 25, 2018 through December 31, 2018, $930,000 of these loans were repaid. During January 2019, the Company repaid the remaining existing promissory note totaling $220,000 with the spouse of the Company’s former chief executive officer. In addition, during February 2019, the Company entered into another promissory note with the spouse of the former chief executive officer totaling $220,000, net of an original issue discount of $20,000. In April 2019, the Company repaid this promissory note. During the year ended December 31, 2020 and 2019, amortization of debt discount related to these notes amounted to $0 and $26,383 and is included in interest expense – related parties on the accompanying consolidated statement of operations. On July 3, 2019, the Company entered into a note agreement with an entity that is controlled by the Company’s chief executive officer’s significant other, in the amount of $500,000. Commencing on September 3, 2019 and continuing on the third day of each month thereafter, payments of interest only on the outstanding principal balance of this note is due and payable. Commencing on January 3, 2020 and continuing on the third day of each month thereafter through January 3, 2021, equal payments of principal and interest will be made. The principal amount of this note and all accrued, but unpaid interest under this note was due and payable on the earlier to occur of (i) January 3, 2021 (the “ CEO Note Maturity Date Convertible notes payable – related parties On March 13, 2019, the Company entered into a convertible note agreement with an individual, who is the Company’s chief executive officer’s significant other, in the amount of $500,000. Commencing on April 11, 2019 and continuing on the eleventh day of each month thereafter, payments of interest only on the outstanding principal balance of this Note of $7,500 was due and payable. Commencing on October 11, 2019 and continuing on the eleventh day of each month thereafter through April 11, 2021, payments of principal and interest of $31,902 shall be made, if not sooner converted as provided in the note agreement. The payment of all or any portion of the principal and accrued interest may be paid prior to the April 11, 2021. Interest shall accrue with respect to the unpaid principal sum identified above until such principal is paid or converted as provided below at a rate equal to 18% per annum compounded annually. All past due principal and interest on this Note shall bear interest from maturity of such principal or interest (in whatever manner same may be brought about) until paid at the lesser of (i) 20% per annum, or (ii) the highest non-usurious rate allowed by applicable law. This Note was convertible by Holder at any time in principal amounts of $100,000 in accordance with the terms by delivery of written notice to the Company, into that number of shares of common stock equal to the amount obtained by dividing the portion of the aggregate principal amount of this Note that is being converted by $1.37. In connection with the issuance of this Note, the Company determined that this Note contains terms that are fixed monetary amounts at inception. Since the conversion price of $1.37 was equal to the quoted closing of the Company’s common shares on the note date, no beneficial feature conversion was recorded. On July 12, 2019, the Company entered into a Note Conversion Agreement with this individual. In connection with this Note Conversion Agreement, the Company issued 203,000 shares of its common stock at $2.50 per share for the conversion of convertible note payable of $500,000 and accrued interest payable of $7,500. In connection with the conversion of this convertible notes, the Company issued the entity warrants to purchase 203,000 shares of the Company’s common stock at an exercise price of $1.81 per share for a period of five years (see Note 8). On April 11, 2019, the Company entered into a convertible note agreement with an entity affiliated with the Company’s chief executive officer’s significant other in the amount of $2,000,000. Commencing on May 11, 2019 and continuing on the eleventh day of each month thereafter, payments of interest only on the outstanding principal balance of this Note of $30,000 was due and payable. Commencing on November 11, 2019 and continuing on the eleventh day of each month thereafter through April 11, 2021, payments of principal and interest of $117,611 are due, if the note is not sooner converted as provided in the note agreement. The payment of all or any portion of the principal and accrued interest may be prepaid prior to April 11, 2021. Interest shall accrue with respect to the unpaid principal sum identified above until such principal is paid or converted as provided below at a rate equal to 18% per annum compounded annually. All past due principal and interest on this Note shall bear interest from maturity of such principal or interest until paid at the lesser of (i) 20% per annum, or (ii) the highest non-usurious rate allowed by applicable law. This Note was convertible by Holder at any time in principal amounts of $100,000 in accordance with the terms by delivery of written notice to the Company, into that number of shares of common stock equal to the amount obtained by dividing the portion of the aggregate principal amount of this Note that is being converted by $11.81. Since the conversion price of $11.81 was equal to the quoted closing of the Company’s common shares on the note date, no beneficial feature conversion was recorded. On July 12, 2019, the Company entered into a Note Conversion Agreement with this entity. In connection with this Note Conversion Agreement, the Company issued 812,000 shares of its common stock at $2.50 per share for the conversion of convertible note payable of $2,000,000 and accrued interest payable of $30,000. In connection with the conversion of this convertible notes, the Company issued the entity warrants to purchase 812,000 shares of the Company’s common stock at an exercise price of $2.50 per share for a period of five years (see Note 8). In connection with the modification of the related convertible notes, the Company changed the conversion price of the notes to $2.50 per share and issued an aggregate of 1,015,000 warrants as discussed above. The Company accounted for the full conversion of these related party convertible notes pursuant to the guidance of ASC 470-20, Debt with Conversion and Other Options. During the year ended December 31, 2020 and 2019, interest expense associated with advances from related parties, related party notes payable and convertible notes payable to related parties amounted to $174,947 and $222,328 and is included in interest expense – related parties on the accompanying consolidated statement of operations. |
Debt Extinguishment
Debt Extinguishment | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt Extinguishment | NOTE 11 – DEBT EXTINGUISHMENT Gain on debt extinguishment In connections with the conversion of debt and other debt settlements discussed elsewhere, on the Modification Dates, conversion date or repayment dates, for the year ended December 31, 2020, the Company recorded an aggregate gain on debt extinguishment of $7,847,073 which consists of the following. Total gain (loss) Gain from reversal of derivative liabilities on conversion date or repayment date (note 6) $ 45,731,614 Loss upon conversion of debt related to difference between conversion price and market price on shares issued (note 8) (36,271,137 ) Fair value of shares related to settlement of debt and warrants (note 8) (1,252,772 ) Loss from conversion of debt and warrants to Series D preferred stock (note 6 and 8) (239,678 ) Loss from settlement of debt (note 8) (259,587 ) Gain from settlement of accounts payable 138,633 Gain on debt extinguishment, net $ 7,847,073 In connections with the RedDiamond and Bellridge debt modifications and warrants cancellations and other debt modifications discussed elsewhere, on the Modification Dates or repayment dates, for the year ended December 31, 2019, the Company recorded an aggregate gain on debt extinguishment of $39,090,168 which consists of the following. Total gain (loss) Gain from reversal of derivative liabilities on Modification Date or repayment date (note 6) $ 62,087,818 Fair value of common shares issued on Modification Date (note 8) (17,934,000 ) Fair value of warrants issued on modification dates (note 8) (3,620,498 ) Conversion inducement expense (note 8) (1,164,220 ) Write-off of remaining debt discount (1,165,358 ) Reversal of put premium on stock-settled debt related to cancellation of conversion terms (note 6) 385,385 Reduction of principal and interest balances due 501,041 Gain on debt extinguishment, net $ 39,090,168 |
Operating Lease Right-of-Use ('
Operating Lease Right-of-Use ('ROU') Assets and Operating Lease Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Lessee Disclosure [Abstract] | |
Operating Lease Right-of-Use ("ROU") Assets and Operating Lease Liabilities | NOTE 12 – OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES On November 30, 2018, the Company entered into a commercial lease agreement for the lease of sixty parking spaces under an operating lease through November 2023 for a monthly rental fee of $6,000. Either party can cancel this lease on the annual anniversary date of the lease provided that the party who wishes to terminate provides the other party with at least 30-day prior written notice of such termination. In December 2018, the Company entered into a lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through December 2023. From the lease commencement date until the last day of the second lease year, monthly rent will be $14,000. At the beginning of the 30 th In July 2019, the Company entered into a 4.5-year lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through February 2024. From the lease commencement date until the last day of the second lease year, monthly rent will be $10,000. At the beginning of the 25 th In July 2019, the Company entered into a five-year lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through August 2024. During the first year on the lease term, the base monthly rent will be $18,000 and will increase by 3% each lease year. Additionally, the Company will pay its portion of operating expenses. The Company will have one option to renew the term of this lease for an additional five years. As of December 31, 2019, the Company paid a security deposit of $18,000. In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs (see Note 2). In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $631,723. Additionally, during the year ended December 31, 2019, the Company entered into new operating lease agreements as discussed above, that require the Company to record a lease liability and a right of use asset on its consolidated balance sheet, at fair value. Accordingly, the Company recorded right-of-use assets and lease liabilities of $1,352,597. During the year ended December 31, 2020 and 2019, in connection with these operating leases, other miscellaneous rental payments and common area maintenance costs, the Company recorded rent expense of $651,806 and $419,249, respectively, which is expensed during the period and included in operating expenses on the accompanying consolidated statements of operations. During the year ended December 31, 22020, the Company recognized sublease income of $376,750 which is included in other income on the accompanying consolidated statement of operations. The significant assumption used to determine the present value of the lease liability was a discount rate of 10% to 12% which was based on the Company’s estimated incremental borrowing rate. On December 31, 2020 and 2019, right-of-use asset (“ROU”) is summarized as follows: December 31, 2020 December 31, 2019 Office leases right of use assets $ 1,984,320 $ 1,984,320 Less: accumulated amortization into rent expense (539,046 ) (233,890 ) Balance of ROU assets as of end of period $ 1,445,274 $ 1,750,430 On December 31, 2020 and 2019, operating lease liabilities related to the ROU assets are summarized as follows: December 31, 2020 December 31, 2019 Lease liabilities related to office leases right of use assets $ 1,483,460 $ 1,773,384 Less: current portion of lease liabilities (380,843 ) (333,126 ) Lease liabilities – long-term $ 1,102,617 $ 1,440,258 On December 31, 2020, future minimum base lease payments due under non-cancelable operating leases are as follows: Year ended December 31, Amount 2021 $ 519,745 2022 530,486 2023 537,429 2024 183,073 Total minimum non-cancelable operating lease payments 1,770,733 Less: discount to fair value (287.273 ) Total lease liability on December 31, 2020 $ 1,483,460 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | NOTE 13 – INCOME TAXES The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The deferred tax assets on December 31, 2020 and 2019 consist only of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The items accounting for the difference between income taxes at the effective statutory rate and the Company’s effective tax rate for the years ended December 31, 2020 and 2019 were as follows: Year Ended December 31, 2020 Year Ended December 31, 2019 Income tax benefit at U.S. statutory rate 21.00 % 21.00 % Income tax benefit – State 3.97 % 4.57 % Permanent items (19.33 )% (15.23 )% Effect of change in valuation allowance (5.64 )% (10.34 )% Effective income tax rate 0.00 % 0.00 % The Company’s approximate net deferred tax asset as of December 31, 2020 and 2019 was as follows: December 31, 2020 December 31, 2019 Deferred Tax Asset: Net operating loss carryover $ 8,095,756 $ 5,682,118 Less: valuation allowance (8,095,756 ) (5,682,118 ) Net deferred tax asset $ - $ - The net operating loss carryforward was approximately $31,945,598 on December 31, 2020. The Company provided a valuation allowance equal to the net deferred income tax asset as of December 31, 2020 and 2019 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. During the year ended December 31, 2020, the valuation allowance increased by $2,413,638. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income is subject to an annual limitation as a result of ownership changes that may occur in the future. The 2017 estimated loss carry forward of $120,600 expires on December 31, 2037. Subsequent to 2017, all estimated loss carry forwards may be carried forward indefinitely subject to annual usage limitations. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2016 to 2020 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 14 – CONCENTRATIONS For the year ended December 31, 2020 and 2019, one customer, Amazon, represented 96.7% and 98.7% of the Company’s total net revenues. On December 31, 2020, one customer, Amazon, represented 85.6% of the Company’s accounts receivable balance. On December 31, 2019, this one customer represented 93.9% of the Company’s accounts receivable balance. On June 19, 2020, Amazon notified Prime EFS in writing that Amazon does not intend to renew the In-Force Agreement when that agreement expires. In the Prime EFS Termination Notice, Amazon stated that the In-Force Agreement expires on September 30, 2020. Additionally, on July 17, 2020, Amazon notified Shypdirect that Amazon had elected to terminate the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020. However, on August 3, 2020, Amazon offered pursuant to the Aug. 3 Proposal to withdraw the Shypdirect Termination Notice and extend the term of the Program Agreement to and including May 14, 2021, conditioned on Prime EFS executing, for nominal consideration, a separation agreement with Amazon under which Prime EFS agrees to cooperate in an orderly transition of its Amazon last-mile delivery business to other service providers, Prime EFS releases any and all claims it may have against Amazon, and Prime EFS covenants not to sue Amazon. On August 4, 2020, the Company, Prime EFS and Shypdirect accepted the Aug. 3 Proposal. Approximately 54.0% and 42.7% of the Company’s revenue of $25,826,632 for the year ended December 31, 2020 was attributable to Prime EFS’s last-mile DSP business and Shypdirect’s mid-mile and long-haul business with Amazon. respectively. The termination of the Amazon last-mile business had a material adverse impact on the Company’s business in the 4th fiscal quarter of 2020 and will have a material impact thereafter. If the Amazon mid-mile and long-haul business is discontinued after May 14, 2021, as anticipated, it would have a material adverse impact on the Company’s business in 2nd fiscal quarter of 2021 and thereafter. During the year ended December 31, 2020 and 2019, the Company rented delivery vans and trucks from a limited number of vendors, some of which the Company has legal issues with (see Note 9). Any shortage of supply of vans and trucks available to rent to the Company could have a material adverse effect on the Company’s business, financial condition and results of operations. All revenues are derived from customers in the United States. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS Common shares issued conversion of debt and accrued interest On January 11, 2021, the Company issued 15,454,545 shares of its common stock in connection with the conversion of a convertible note payable of $170,000. The conversion price was based on contractual terms of the related debt. Sale of Series E preferred shares and warrants During January 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 113,943 shares of Series E and (ii) Warrants to purchase 152,000,000 shares of the Company’s common stock which are equal to 1,334 warrants for each for each share of Series E purchased (the “January 2021 Series E Offering”). The gross proceeds to the Company were $1,330,000, or $11.67 per unit. The Company paid fees of $137,000 and received net proceeds of $1,193,000. The initial exercise price of the Warrants related to the January 2021 Series E Offering is $0.01 per share, subject to adjustment. Additionally, the Company issued 30,400,000 warrants to the placement agent at an initial exercise price of $0.01 per share. New subsidiary On February 24, 2021, the Company formed a wholly owned subsidiary, Shyp CX, Inc., a company incorporated under the laws of the State of New York. Asset acquisition On January 15, 2021, the Company, through its newly formed, wholly-owned, subsidiary, Shyp FX, simultaneously executed an asset purchase agreement (“APA”) and closed a transaction to acquire substantially all of the assets and certain liabilities of Double D Trucking, Inc., a northern New Jersey-based logistics provider specializing in servicing Federal Express (“FedEx”) over the past 25 years (“DDTI”). The purchase price is $100,000 of cash and a promissory note of $400,000. The principal assets involved in the acquisition are vehicles for cargo transport, system equipment for vehicle tracking and navigation of vehicles, and delivery route rights together with assumption of associated customer relationships. The Company anticipates treated this transaction as an asset acquisition under ASC 805. A preliminary estimate of the relative fair values allocated to the assets acquired and liabilities assumed are as follows: Assets acquired: Transportation vehicles $ 328,000 Equipment 20,000 Customer relationship 344,000 Total assets acquired at fair value 692,000 Liabilities assumed: Notes payable (192,000 ) Net asset acquired $ 500,000 Purchase consideration paid: Cash paid $ 100,000 Promissory note 400,000 Total purchase consideration paid $ 500,000 Legal matters For legal matters subsequent to December 31, 2020, see Note 9. On March 2, 2021, Shypdirect received a demand letter from Ryder Truck Rental, Inc. (“Ryder”) related to a breach of the Truck Lease and Service Agreement between Shypdirect and Ryder, dated October 9, 2018. Pursuant to the letter, Ryder terminated the Truck Lease and Service Agreement for failure to pay invoices due. Pursuant to the letter, Ryder elected to require Shypdirect to purchase all of the terminated Vehicle(s) in accordance with the agreement for $2,871,272. In connection with this breach, as of December 31, 2020, the Company wrote off security deposits of $164,565 and recorded a contingent liability of $2,871,272 which is related to the default on truck leases for non-payment of monthly lease payments and the lessor’s demand for payment of the trucks for an aggregate contingency loss of $3,035,837. Authorized shares On February 23, 2021, the Company’s Board of Directors has unanimously adopted a resolution seeking stockholder approval to authorize the Board of Directors to increase the number of authorized shares of common stock from 4,000,000,000 shares to 10,000,000,000 shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of presentation and principles of consolidation The consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, Save On (through April 30, 2019), Prime EFS, Shypdirect, TLSS Acquisition, and Shyp FX. All intercompany accounts and transactions have been eliminated in consolidation. On May 1, 2019, the Company entered into a Share Exchange Agreement with Save On and Steven Yariv, whereby the Company returned all of the stock of Save On to Steven Yariv in exchange for Mr. Yariv conveying 1,000,000 shares of common stock of the Company back to the Company. Pursuant to Accounting Standard Codification (“ASC”) 205-20-45, the financial statement in which net income or loss of a business entity is reported shall report the results of operations of the discontinued operation in the period in which a discontinued operation either has been disposed of or is classified as held for sale. Accordingly, beginning in the second quarter of 2019, the period that Save On was disposed of, the Company reflects Save On as a discontinued operation and such presentation is retroactively applied to all periods presented in the accompanying consolidated financial statements. |
Going Concern | Going concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the years ended December 31, 2020 and 2019, the Company had a net loss of $42,781,958 and $44,864,462 and net cash used in operations was $3,278,258 and $5,659,094, respectively. Additionally, the Company had an accumulated deficit, shareholders’ deficit, and a working capital deficit of $122,621,060, $16,013,416 and $16,611,286, respectively, on December 31, 2020. Furthermore, during 2020, the Company failed to make required payments of principal and interest on certain of its convertible debt instruments and notes payable and lost a major contract with its primary customer as described below. On June 19, 2020, Amazon notified Prime EFS by the Prime EFS Termination Notice that it does not intend to renew the In-Force Agreement when that agreement expired. In the Prime EFS Termination Notice, Amazon stated that the In-Force Agreement expires on September 30, 2020. Additionally, on July 17, 2020, pursuant to the Shypdirect Termination Notice, Amazon notified Shypdirect that Amazon had elected to terminate the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020 (see Note 1). However, on August 3, 2020, Amazon offered pursuant to the Aug. 3 Proposal to withdraw the Shypdirect Termination Notice and extend the term of the Program Agreement to and including May 14, 2021, conditioned on Prime EFS executing, for nominal consideration, a separation agreement with Amazon under which Prime EFS agrees to cooperate in an orderly transition of its Amazon last-mile delivery business to other service providers, Prime EFS releases any and all claims it may have against Amazon, and Prime EFS covenants not to sue Amazon. In a “Separation Agreement” dated August 23, 2020, by and among Amazon, Prime EFS and the Company, Prime EFS and the Company agreed, for nominal consideration, that the Delivery Service Partner Program Agreement between Amazon and Prime EFS would terminate effective September 30, 2020; that Prime EFS and the Company would cooperate in an orderly transition of the last-mile delivery business from Prime EFS to other service providers; that Prime EFS would return any and all vehicles leased from Element Fleet Corporation by October 7, 2020 in good repair; and that Prime EFS would dismiss the Amazon Arbitration with prejudice. Under the same Separation Agreement, Prime EFS and the Company released any and all claims they had against Amazon and covenant not to sue Amazon. In a “Settlement and Release Agreement” dated August 21, 2020, by and among Amazon, Shypdirect, Prime EFS and the Company, Amazon withdrew the Shypdirect Termination Notice and extended the term of the Program Agreement to and including May 14, 2021. In the Settlement and Release Agreement, Shypdirect released any and all claims it had against Amazon, arising under the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020, or otherwise. The Company does not expect Amazon to renew the Program Agreement upon expiration which will have a material effect on the Company’s operation in the seconds quarter of 2021 and beyond. During the first quarter of 2021, the Company defaulted on certain leases for the leasing of trucks. In connection with the default, the Lessor has demanded that the Company pay for the leased trucks in the amount of approximately $2,871,000 (see Note 9). The COVID-19 pandemic and resulting global disruptions have affected the Company’s businesses, as well as those of the Company’s customers and their third-party suppliers and sellers. To serve the Company’s customers while also providing for the safety of the Company’s employees and service providers, the Company has adapted numerous aspects of its logistics and transportation processes. The Company continues to monitor the rapidly evolving situation and expect to continue to adapt its operations to address federal, state, and local standards as well as to implement standards or processes that the Company determines to be in the best interests of its employees, customers, and communities. The impact of the pandemic and actions taken in response to it had minimal effects on the Company’s results of operations. Effects include increased fulfilment costs and cost of sales, primarily due to investments in employee hiring, pay, and benefits, as well as costs to maintain safe workplaces, and higher shipping costs. The Company expects to continue to be affected by possible procurement and shipping delays, supply chain interruptions, higher product demand in certain categories, lower product demand in other categories, and increased fulfilment costs and cost of sales as a percentage of net sales through at least Q2 2021, although it is not possible to determine the duration and spread of the pandemic or such actions, the ultimate impact on the Company’s results of operations during 2021, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect the Company’s results of operations. It is management’s opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. In April 2020, the Company’s subsidiaries, Prime EFS and Shypdirect, entered into Paycheck Protection Program promissory notes with M&T Bank in the aggregate amount of $3,446,152 (see Note 7). Management cannot provide assurance that the Company will ultimately achieve profitable operations, become cash flow positive, or raise additional debt and/or equity capital. The Company will continue to: (i) seek to replace its last-mile DSP Amazon business and supplement its mid-mile and long-haul Amazon business with other, non-Amazon, customers; (ii) explore other strategic relationships; and (iii) identify potential acquisition opportunities, while continuing to execute our restructuring plan, commenced in February 2020. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of common shares and from the issuance of convertible promissory notes and notes payable, there is no assurance that it will be able to continue to do so. If the Company is unable to replace its Amazon business, to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of estimates The preparation of the consolidated financial statements, in accordance with U.S. GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates included in the accompanying unaudited consolidated financial statements and footnotes include the valuation of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of right of use assets and related liabilities, assumptions used in assessing impairment of long-lived assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of derivative liabilities, and the value of claims against the Company. |
Fair Value of Financial Instruments | Fair value of financial instruments The Financial Accounting Standards Board (“ FASB , The three levels of the fair value hierarchy are as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company measures certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows on December 31, 2020 and December 31, 2019: On December 31, 2020 On December 31, 2019 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 4,181,187 — — $ 2,135,939 A roll-forward of the level 3 valuation financial instruments is as follows: For the Year ended December 31, 2020 For the Year ended Balance at beginning of year $ 2,135,939 $ 7,888,684 Initial valuation of derivative liabilities included in debt discount 1,702,474 1,332,512 Initial valuation of derivative liabilities included in derivative expense 14,892,068 1,073,889 Gain on extinguishment of debt related to April 9, 2019 modifications - (61,841,708 ) Gain on extinguishment of debt related to repayment/conversion of debt (45,731,614 ) (246,110 ) Reclassification of warrants from equity to derivative liabilities 11,381,885 - Cumulative effect adjustment for change in derivative accounting - (838,471 ) Change in fair value included in derivative expense 19,800,435 54,767,143 Balance at end of year $ 4,181,187 $ 2,135,939 The Company accounts for its derivative financial instruments, consisting of certain conversion options embedded in our convertible instruments and warrants, at fair value using level 3 inputs. The Company determined the fair value of these derivative liabilities using the binomial lattice models, or other accepted valuation practices. When determining the fair value of its financial assets and liabilities using these methods, the Company is required to use various estimates and unobservable inputs, including, among other things, expected terms of the instruments, expected volatility of its stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value. ASC 825-10 “ Financial Instruments The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts payable, accrued expenses, insurance payable and contingency liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s convertible notes payable and promissory note obligations approximate fair value, as the terms of these instruments are consistent with terms available in the market for instruments with similar risk. |
Cash and Cash Equivalents | Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. On December 31, 2020 and 2019, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On December 31, 2020, cash in bank in excess of FDIC insured levels amounted to approximately $313,000. The Company has not experienced any losses in such accounts through December 31, 2020. |
Accounts Receivable | Accounts receivable Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. |
Property and Equipment | Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of five to six years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Intangible Assets | Intangible assets Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life, less any impairment charges. |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The updated guidance is effective for interim and annual periods beginning after December 15, 2018. On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether it obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. |
Impairment of Long-Lived Assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Segment Reporting | Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. On May 1, 2019, the Company disposed of its Save On business segment and the results of operations of Save On are included in discontinued operations. Accordingly, during the year ended December 31, 2020 and 2019, the Company believes that it operates in one operating segment related to deliveries for on-line retailers in New York, New Jersey, Pennsylvania and other areas, and tractor trailer and box truck deliveries of product on the east coast of the United States from one distributor’s warehouse to another warehouse or from a distributor’s warehouse to the post office. |
Derivative Financial Instruments | Derivative financial instruments The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all of its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4, Derivatives and Hedging Contracts in Entity’s Own Equity In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share Distinguishing Liabilities from Equity Derivatives and Hedging Accounting for Certain Financial Instruments with Down Round Features |
Revenue Recognition and Cost of Revenue | Revenue recognition and cost of revenue The Company adopted ASC 606, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. This ASC is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments. For the Company’s Prime EFS and Shypdirect business activities, the Company recognizes revenues and the related direct costs of such revenue which generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees as of the date the freight is delivered which is when the performance obligation is satisfied. In accordance with ASC Topic 606, the Company recognizes revenue on a gross basis. Our payment terms are generally net seven days from acceptance of delivery. The Company does not incur incremental costs obtaining service orders from its Prime EFS and Shypdirect customers, however, if the Company did, because all of Prime EFS and Shypdirect customer contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that the Company recognizes arises from deliveries of packages on behalf of the Company’s customers. Primarily, the Company’s performance obligations under these service orders correspond to each delivery of packages that the Company makes under the service agreements. Control of the package transfers to the recipient upon delivery. Once this occurs, the Company has satisfied its performance obligation and the Company recognizes revenue. Management has reviewed the revenue disaggregation disclosure requirements pursuant to ASC 606 and determined that no further disaggregation disclosure is required to be presented. |
Basic and Diluted Income (Loss) Per Share | Basic and diluted income (loss) per share Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and shares issuable for convertible debt (using the as-if converted method). These common stock equivalents may be dilutive in the future. Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the year ended December 31, 2020 and 2019 as they would have an anti-dilutive impact on the Company’s net losses in that period and consisted of the following: December 31, 2020 December 31, 2019 Stock warrants 147,112,603 3,649,861 Stock options 80,000 80,000 Convertible debt 164,248,498 1,612,758 Series B convertible preferred stock 700,000 1,700,000 Series E convertible preferred stock 170,093,023 - |
Stock-Based Compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation Improvements to Employee Share-Based Payment |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13 to modify the disclosure requirements on fair value measurements. The amendments are effective for years beginning after December 15, 2019. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until the effective date. Most amendments should be applied retrospectively, but certain amendments will be applied prospectively. The adoption of this standard did not have an impact on the Company’s consolidated financial position, results of operations and cash flows. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. There are currently no other accounting standards that have been issued but not yet adopted that we believe will have a significant impact on our consolidated financial position, results of operations or cash flows upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company measures certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows on December 31, 2020 and December 31, 2019: On December 31, 2020 On December 31, 2019 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 4,181,187 — — $ 2,135,939 |
Schedule of Reconciliation of Derivative Liability for Level 3 Inputs | A roll-forward of the level 3 valuation financial instruments is as follows: For the Year ended December 31, 2020 For the Year ended Balance at beginning of year $ 2,135,939 $ 7,888,684 Initial valuation of derivative liabilities included in debt discount 1,702,474 1,332,512 Initial valuation of derivative liabilities included in derivative expense 14,892,068 1,073,889 Gain on extinguishment of debt related to April 9, 2019 modifications - (61,841,708 ) Gain on extinguishment of debt related to repayment/conversion of debt (45,731,614 ) (246,110 ) Reclassification of warrants from equity to derivative liabilities 11,381,885 - Cumulative effect adjustment for change in derivative accounting - (838,471 ) Change in fair value included in derivative expense 19,800,435 54,767,143 Balance at end of year $ 4,181,187 $ 2,135,939 |
Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Shares Outstanding | Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the year ended December 31, 2020 and 2019 as they would have an anti-dilutive impact on the Company’s net losses in that period and consisted of the following: December 31, 2020 December 31, 2019 Stock warrants 147,112,603 3,649,861 Stock options 80,000 80,000 Convertible debt 164,248,498 1,612,758 Series B convertible preferred stock 700,000 1,700,000 Series E convertible preferred stock 170,093,023 - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Statements of Operations for Discontinued Operations | The summarized operating result of discontinued operations included in the Company’s consolidated statements of operations is as follows: Year Ended December 31, 2020 2019 Revenues $ - $ 1,491,253 Cost of revenues - 1,114,269 Gross profit - 376,984 Operating expenses - 1,058,410 Loss from discontinued operations - (681,426 ) Loss on disposal of discontinued operations - - Loss from discontinued operations, net of income taxes $ - $ (681,426 ) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | On December 31, 2020 and 2019, accounts receivable, net consisted of the following: December 31, 2020 December 31, 2019 Accounts receivable $ 392,922 $ 983,771 Allowance for doubtful accounts (20,000 ) (20,000 ) Accounts receivable, net $ 372,922 $ 963,771 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | On December 31, 2020 and 2019, property and equipment consisted of the following: Useful Life December 31, 2020 December 31, 2019 Delivery trucks and vehicles 5 - 6 years $ 761,652 $ 301,142 Equipment 5 years 3,470 3,470 Subtotal 765,122 304,612 Less: accumulated depreciation (166,315 ) (64,206 ) Property and equipment, net $ 598,807 $ 240,406 |
Convertible Promissory Notes _2
Convertible Promissory Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Liabilities Estimated Using Black-Sholes Valuation Model | During the year ended December 31, 2020 and 2019, the fair value of the derivative liabilities, warrants and conversion option was estimated using the Binomial valuation model and the Monte-Carlo simulation model with the following assumptions: 2020 2019 Expected dividend rate - - Expected term (in years) 0.75 to 5.00 0.05 to 5.00 Volatility 154.2% to 372.3 % 127.5% to 228.7 % Risk-free interest rate 0.09% to 1.62 % 1.39% to 2.40 |
Schedule of Convertible Promissory Notes | On December 31, 2020 and 2019, convertible promissory notes are as follows: December 31, 2020 December 31, 2019 Principal and default penalty amount $ 1,062,764 $ 5,459,909 Add: put premium - 385,385 Less: unamortized debt discount (83,548 ) (2,210,950 ) Convertible notes payable, net 979,216 3,634,344 Less: current portion of convertible notes payable (979,216 ) (3,634,344 ) Convertible notes payable, net – long-term $ - $ - |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | On December 31, 2020 and 2019, notes payable consisted of the following: December 31, 2020 December 31, 2019 Principal amounts $ 4,357,138 $ 3,187,125 Less: unamortized debt discount - (762,122 ) Principal amounts, net 4,357,138 2,425,003 Less: current portion of notes payable (3,919,544 ) (2,425,003 ) Notes payable – long-term $ 437,594 $ - |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Stock Option Activities | Stock option activities for the years ended December 31, 2020 and 2019 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2018 - $ - - $ - Granted 80,000 Balance Outstanding December 31, 2019 80,000 8.84 4.33 - Granted - - Cancelled - - Balance Outstanding December 31, 2020 80,000 $ 8.84 3.58 $ - Exercisable, December 31, 2020 20,000 $ 8.84 3.58 $ - |
Summary of Warrant Activities | Warrant activities for the years ended December 31, 2020 and 2019 are summarized as follows: Number of Shares Issuable Upon Exercise of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2018 1,648,570 $ 0.000 1.47 Granted 3,254,685 2.400 Cancellations (1,421,059 ) 0.000 Increase in warrants related to price protection 395,176 2.500 Change in warrants related to dilutive rights (227,511 ) 0.000 Balance Outstanding December 31, 2019 3,649,861 2.410 4.66 $ 311,070 Granted 144,801,414 0.027 Cancellations (23,508,334 ) 0.006 Increase in warrants related to price protection 602,626,403 0.006 Cashless exercise of warrants for Series D preferred (423,159,293 ) 0.006 Cashless exercise of warrants for common stock (157,297,448 ) 0.006 Balance Outstanding December 31, 2020 147,112,603 $ 0.052 4.83 $ 1,780,356 Exercisable, December 31, 2020 147,112,603 $ 0.052 4.83 $ 1,780,356 |
Debt Extinguishment (Tables)
Debt Extinguishment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Gain on Debt Extinguishment | In connections with the conversion of debt and other debt settlements discussed elsewhere, on the Modification Dates, conversion date or repayment dates, for the year ended December 31, 2020, the Company recorded an aggregate gain on debt extinguishment of $7,847,073 which consists of the following. Total gain (loss) Gain from reversal of derivative liabilities on conversion date or repayment date (note 6) $ 45,731,614 Loss upon conversion of debt related to difference between conversion price and market price on shares issued (note 8) (36,271,137 ) Fair value of shares related to settlement of debt and warrants (note 8) (1,252,772 ) Loss from conversion of debt and warrants to Series D preferred stock (note 6 and 8) (239,678 ) Loss from settlement of debt (note 8) (259,587 ) Gain from settlement of accounts payable 138,633 Gain on debt extinguishment, net $ 7,847,073 In connections with the RedDiamond and Bellridge debt modifications and warrants cancellations and other debt modifications discussed elsewhere, on the Modification Dates or repayment dates, for the year ended December 31, 2019, the Company recorded an aggregate gain on debt extinguishment of $39,090,168 which consists of the following. Total gain (loss) Gain from reversal of derivative liabilities on Modification Date or repayment date (note 6) $ 62,087,818 Fair value of common shares issued on Modification Date (note 8) (17,934,000 ) Fair value of warrants issued on modification dates (note 8) (3,620,498 ) Conversion inducement expense (note 8) (1,164,220 ) Write-off of remaining debt discount (1,165,358 ) Reversal of put premium on stock-settled debt related to cancellation of conversion terms (note 6) 385,385 Reduction of principal and interest balances due 501,041 Gain on debt extinguishment, net $ 39,090,168 |
Operating Lease Right-of-Use _2
Operating Lease Right-of-Use ('ROU') Assets and Operating Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Lessee Disclosure [Abstract] | |
Schedule of Right of Use Asset | On December 31, 2020 and 2019, right-of-use asset (“ROU”) is summarized as follows: December 31, 2020 December 31, 2019 Office leases right of use assets $ 1,984,320 $ 1,984,320 Less: accumulated amortization into rent expense (539,046 ) (233,890 ) Balance of ROU assets as of end of period $ 1,445,274 $ 1,750,430 |
Schedule of Operating Lease Liability Related to ROU Asset | On December 31, 2020 and 2019, operating lease liabilities related to the ROU assets are summarized as follows: December 31, 2020 December 31, 2019 Lease liabilities related to office leases right of use assets $ 1,483,460 $ 1,773,384 Less: current portion of lease liabilities (380,843 ) (333,126 ) Lease liabilities – long-term $ 1,102,617 $ 1,440,258 |
Schedule of Lease Payments Due Under Operating Leases | On December 31, 2020, future minimum base lease payments due under non-cancelable operating leases are as follows: Year ended December 31, Amount 2021 $ 519,745 2022 530,486 2023 537,429 2024 183,073 Total minimum non-cancelable operating lease payments 1,770,733 Less: discount to fair value (287.273 ) Total lease liability on December 31, 2020 $ 1,483,460 |
Income Taxes (Table)
Income Taxes (Table) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes Table Abstract | |
Schedule of Reconciliation of Effective Income Tax Rate | The items accounting for the difference between income taxes at the effective statutory rate and the Company’s effective tax rate for the years ended December 31, 2020 and 2019 were as follows: Year Ended December 31, 2020 Year Ended December 31, 2019 Income tax benefit at U.S. statutory rate 21.00 % 21.00 % Income tax benefit – State 3.97 % 4.57 % Permanent items (19.33 )% (15.23 )% Effect of change in valuation allowance (5.64 )% (10.34 )% Effective income tax rate 0.00 % 0.00 % |
Schedule of Components of Deferred Tax Assets | The Company’s approximate net deferred tax asset as of December 31, 2020 and 2019 was as follows: December 31, 2020 December 31, 2019 Deferred Tax Asset: Net operating loss carryover $ 8,095,756 $ 5,682,118 Less: valuation allowance (8,095,756 ) (5,682,118 ) Net deferred tax asset $ - $ - |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | A preliminary estimate of the relative fair values allocated to the assets acquired and liabilities assumed are as follows: Assets acquired: Transportation vehicles $ 328,000 Equipment 20,000 Customer relationship 344,000 Total assets acquired at fair value 692,000 Liabilities assumed: Notes payable (192,000 ) Net asset acquired $ 500,000 Purchase consideration paid: Cash paid $ 100,000 Promissory note 400,000 Total purchase consideration paid $ 500,000 |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | Jan. 15, 2021 | Jan. 15, 2021 | May 01, 2019 | Mar. 30, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 26, 2020 | Jun. 18, 2018 |
Percentage of controlling interest retained | 80.00% | |||||||
Acquisition of business entity, percentage | 51.00% | 100.00% | ||||||
Revenue | $ 25,826,632 | $ 31,356,251 | ||||||
Debt principal balance | $ 1,062,764 | |||||||
Subsequent Event [Member] | ||||||||
Purchase price | $ 500,000 | |||||||
Sales Revenue, Net [Member] | ||||||||
Sales revenue percentage | 96.70% | |||||||
DSP Business And Shypdirects Mid Mile [Member] | Sales Revenue, Net [Member] | ||||||||
Sales revenue percentage | 54.00% | |||||||
Shypdirect's Mid-mile and Long-haul business [Member] | Sales Revenue, Net [Member] | ||||||||
Sales revenue percentage | 42.70% | |||||||
Share Exchange Agreement [Member] | Steven Yariv [Member] | ||||||||
Number of common stock shares return | 1,000,000 | |||||||
Number of options granted to employees | 80,000 | |||||||
Asset Purchase Agreement [Member] | Double D Trucking, Inc [Member] | Subsequent Event [Member] | ||||||||
Purchase price | $ 100,000 | |||||||
Asset Purchase Agreement [Member] | Double D Trucking, Inc [Member] | Subsequent Event [Member] | Promissory Notes [Member] | ||||||||
Debt principal balance | $ 400,000 | $ 400,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Basis of Presentation (Details Narrative) | May 01, 2019shares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($)Segment | Jan. 30, 2020USD ($) | Apr. 30, 2019USD ($) | Jan. 02, 2019USD ($) | Dec. 31, 2018USD ($) |
Net loss | $ (42,781,958) | $ (44,864,462) | ||||||
Net cash used in operations | (3,278,258) | (5,659,094) | ||||||
Accumulated deficit | (122,621,060) | (60,615,860) | ||||||
Shareholders' deficit | (16,013,416) | (12,886,424) | $ (7,737,294) | |||||
Working capital deficit | (16,611,286) | |||||||
Cash equivalents | ||||||||
Cash in excess of FDIC limits | $ 313,000 | |||||||
Number of operating segment | Segment | 1 | 1 | ||||||
Fair value of derivative liabilities | $ 11,381,885 | 838,471 | ||||||
Premium liability | $ 385,385 | |||||||
Cumulative adjustment to accumulated deficit | $ 453,086 | |||||||
Minimum [Member] | ||||||||
Property and equipment, estimated useful lives | 5 years | |||||||
Minimum [Member] | M&T Bank [Member] | ||||||||
Paycheck Protection Promissory notes | $ 3,446,152 | |||||||
Maximum [Member] | ||||||||
Property and equipment, estimated useful lives | 6 years | |||||||
Forecast [Member] | Trucks [Member] | ||||||||
Lease payments | $ 2,871,000 | |||||||
Share Exchange Agreement [Member] | Steven Yariv [Member] | ||||||||
Number of common stock shares return | shares | 1,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Basis of Presentation - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative liabilities | $ 4,181,187 | $ 2,135,939 |
Level 1 [Member] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Derivative liabilities | $ 4,181,187 | $ 2,135,939 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Basis of Presentation - Schedule of Reconciliation of Derivative Liability for Level 3 Inputs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cumulative effect adjustment for change in derivative accounting | $ 453,086 | |
Level 3 [Member] | ||
Balance at beginning of year | $ 2,135,939 | 7,888,684 |
Initial valuation of derivative liabilities included in debt discount | 1,702,474 | 1,332,512 |
Initial valuation of derivative liabilities included in derivative expense | 14,892,068 | 1,073,889 |
Gain on extinguishment of debt related to April 9, 2019 modifications | (61,841,708) | |
Gain on extinguishment of debt related to repayment/conversion of debt | (45,731,614) | (246,110) |
Reclassification of warrants from equity to derivative liabilities | 11,381,885 | |
Cumulative effect adjustment for change in derivative accounting | (838,471) | |
Change in fair value included in derivative expense | 19,800,435 | 54,767,143 |
Balance at end of year | $ 4,181,187 | $ 2,135,939 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Basis of Presentation - Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 147,112,603 | 3,649,861 |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 80,000 | 80,000 |
Convertible Debt [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 164,248,498 | 1,612,758 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 700,000 | 1,700,000 |
Series E Convertible Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 170,093,023 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - Share Exchange Agreement [Member] - Steven Yariv [Member] | May 01, 2019shares |
Number of common stock shares return | 1,000,000 |
Number of options granted to employees | 80,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Statements of Operations for Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenues | $ 1,491,253 | |
Cost of revenues | 1,114,269 | |
Gross profit | 376,984 | |
Operating expenses | 1,058,410 | |
Loss from discontinued operations | (681,426) | |
Loss on disposal of discontinued operations | ||
Loss from discontinued operations, net of income taxes | $ (681,426) |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Accounts receivable | $ 392,922 | $ 983,771 |
Allowance for doubtful accounts | (20,000) | (20,000) |
Accounts receivable, net | $ 372,922 | $ 963,771 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 102,109 | $ 143,818 |
Delivery trucks and vehicles | 783,511 | |
Accumulated depreciation | 176,178 | |
Proceeds from sale of property and equipment | 81,000 | |
Reduction in notes payable | 330,709 | |
Loss on disposal of property and equipment | $ 195,624 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Subtotal | $ 765,122 | $ 304,612 |
Less: accumulated depreciation | (166,315) | (64,206) |
Property and equipment, net | $ 598,807 | 240,406 |
Minimum [Member] | ||
Property and equipment, useful life | 5 years | |
Maximum [Member] | ||
Property and equipment, useful life | 6 years | |
Delivery Trucks and Vehicles [Member] | ||
Subtotal | $ 761,652 | 301,142 |
Delivery Trucks and Vehicles [Member] | Minimum [Member] | ||
Property and equipment, useful life | 5 years | |
Delivery Trucks and Vehicles [Member] | Maximum [Member] | ||
Property and equipment, useful life | 6 years | |
Equipment [Member] | ||
Property and equipment, useful life | 5 years | |
Subtotal | $ 3,470 | $ 3,470 |
Convertible Promissory Notes _3
Convertible Promissory Notes Payable (Details Narrative) - USD ($) | Jan. 30, 2021 | Dec. 17, 2020 | Oct. 07, 2020 | Aug. 31, 2020 | Aug. 28, 2020 | Aug. 03, 2020 | Jul. 31, 2020 | Jul. 24, 2020 | Jul. 22, 2020 | Jun. 26, 2020 | Apr. 30, 2020 | Apr. 20, 2020 | Jan. 30, 2020 | Jan. 07, 2020 | Nov. 07, 2019 | Oct. 14, 2019 | Oct. 03, 2019 | Sep. 06, 2019 | Aug. 31, 2019 | Aug. 30, 2019 | Aug. 30, 2019 | Aug. 29, 2019 | Aug. 19, 2019 | Aug. 16, 2019 | Apr. 09, 2019 | Dec. 27, 2018 | Jun. 18, 2018 | Jan. 03, 2018 | Jun. 30, 2017 | Apr. 25, 2017 | Aug. 10, 2020 | Jun. 29, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Oct. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2021 | Aug. 13, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Oct. 04, 2019 | Aug. 31, 2018 |
Debt principal balance | $ 1,062,764 | $ 1,062,764 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | 1,912,382 | $ 2,588,900 | |||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 1,287,473 | ||||||||||||||||||||||||||||||||||||||||||||
Payments of principal and interest | 501,041 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes default amount | 351,000 | $ 351,000 | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | The aggregate loss on debt extinguishment upon conversions associated with the difference between the fair market value of the shares issued upon conversion and the amounts of principal balances converted at the conversion price amounted to $36,271,137 consisting of $15,704,425, $19,700,260 and $866,452 as discussed above (See Note 11). | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | $ 4,479,662 | 9,280,655 | |||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 237,665 | 7,847,073 | 39,090,168 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt | 3,667,696 | ||||||||||||||||||||||||||||||||||||||||||||
Put premium to paid in capital | 104,872,991 | 104,872,991 | 47,715,878 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | 979,216 | 979,216 | 3,634,344 | ||||||||||||||||||||||||||||||||||||||||||
Premium liability | $ 385,385 | ||||||||||||||||||||||||||||||||||||||||||||
Aggregate purchase price of warrant | (3,620,498) | ||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | ||||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.40 | ||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 4,000,000,000 | 85,710,419 | 70,203,889 | 85,710,419 | |||||||||||||||||||||||||||||||||||||||||
Cancellation of warrants in exchange of common stock, shares | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||
Cancellation of warrants in exchange of common stock | $ 7,686,000 | ||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 7,686,000 | ||||||||||||||||||||||||||||||||||||||||||||
Cancellation of warrants in exchange of common stock, price per share | $ 12.81 | ||||||||||||||||||||||||||||||||||||||||||||
Repayment of notes payable | 3,002,127 | 10,485,502 | |||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ 17,836,244 | ||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | 4,928,010 | 4,536,366 | |||||||||||||||||||||||||||||||||||||||||||
Repayments of convertible debt | 257,139 | 386,923 | |||||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liabilities | 11,381,885 | 838,471 | |||||||||||||||||||||||||||||||||||||||||||
Initial derivative expense | 7,530,095 | ||||||||||||||||||||||||||||||||||||||||||||
Gain on derivative liability | (34,692,503) | $ (55,841,032) | |||||||||||||||||||||||||||||||||||||||||||
Default penalty amount due | $ 711,764 | 711,764 | |||||||||||||||||||||||||||||||||||||||||||
Warrant Holders [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Percentage of warrant purchase | 4.75% | ||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 240,000 | ||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 2.50 | ||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 619,000 | ||||||||||||||||||||||||||||||||||||||||||||
Offering of Equity [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | If the Company completes an offering of equity or equity linked securities (including warrants, convertible preferred stock, convertible debentures or convertible promissory notes) which results in gross proceeds to the Company of at least $4,000,000, then the Company will use a portion of the proceeds thereof to repay not less than half of the obligations then outstanding pursuant to the Bellridge Note. | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | $ 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Offering of Debt [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | If the Company completes an offering of debt which results in gross proceeds to the Company of at least $3,000,000, then the Company will use a portion of the proceeds thereof to repay any remaining obligations then outstanding pursuant to the Bellridge Note. | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Series B preferred stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt | |||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 2,469,840 | $ 2,469,840 | |||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 246,984 | $ 246,984 | $ 262,872 | ||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | $ 2.50 | $ 3.50 | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||
Warrants Purchase | 8,644,474 | 1,383,116 | 987,940 | 987,940 | |||||||||||||||||||||||||||||||||||||||||
Warrants proceeds | $ 295,534 | ||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||
Origination fees | $ 61,101 | ||||||||||||||||||||||||||||||||||||||||||||
Repayment of notes payable | 1,643,367 | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of existing notes payable, value | $ 222,854 | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 1,467,078 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt | $ 1,468 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant Two [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Aggregate purchase price of warrant | $ 82,771 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 3.51 | $ 3.51 | |||||||||||||||||||||||||||||||||||||||||||
Warrants Purchase | 66,401 | 66,401 | |||||||||||||||||||||||||||||||||||||||||||
Offering cost | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants One [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants Purchase | 416,669 | ||||||||||||||||||||||||||||||||||||||||||||
RDW Capital, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 240,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||
Percentage of common stock option of lowest VWAP | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||
Increased interest rate per month | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | All principal and accrued interest under the note was due six months following the issue date of the note and was convertible into shares of the Company's common stock, at a conversion price equal to fifty (50%) of the lowest volume-weighted average price for the ten trading days immediately preceding the conversion. | ||||||||||||||||||||||||||||||||||||||||||||
Bellridge Capital, L.P [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 2,223,918 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 30, 2021 | Aug. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 512,366 | $ 512,366 | $ 10,248,000 | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 70,671 | $ 70,671 | |||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.02 | $ 0.02 | |||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 2,497,502 | ||||||||||||||||||||||||||||||||||||||||||||
Reduction of convertible promissory debt | $ 1,800,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock issued | 800,000 | ||||||||||||||||||||||||||||||||||||||||||||
Beneficial ownership limitation, description | Such issuances will occur in increments of no fewer than the lesser of (i) 50,000 shares and (ii) the balance of the 800,000 shares owed. The "Beneficial Ownership Limitation" is 4.99% of the number of shares of the Company's common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable pursuant to the Bellridge Modification Agreement. | ||||||||||||||||||||||||||||||||||||||||||||
Number of owed shares | 800,000 | ||||||||||||||||||||||||||||||||||||||||||||
Percentage for beneficial ownership limitation | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||
Reduction of interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||
Cancellation of warrants in exchange of common stock, shares | 360,000 | ||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 1,013,118 | ||||||||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | 61,841,708 | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of indebtedness | $ 1,813,402 | $ 2,150,000 | $ 1,813,402 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 107,500,001 | 107,500,001 | |||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 41,653,345 | ||||||||||||||||||||||||||||||||||||||||||||
Bellridge Capital, L.P [Member] | Series B preferred stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 700,000 | ||||||||||||||||||||||||||||||||||||||||||||
Bellridge Capital, L.P [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 700,000 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Bellridge [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Percentage of warrant purchase | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 100 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 126,740 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 0 | 0 | 1,813,402 | ||||||||||||||||||||||||||||||||||||||||||
Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 16,667 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 3, 2021 | Nov. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | During the existence of an Event of Default, interest accrued at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the four-month anniversary of the October 3 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule (each, an "October 3 Note Amortization Payment"), were due and payable, until the Maturity Date, at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable under the October 3 Notes was immediately due and payable. The October 3 Note Amortization Payments are made in cash unless the investor payment in the Company's common stock in lieu of a cash payment (each, an "October 3 Note Stock Payment"). If the investor requested an October 3 Note Stock Payment, the number of shares of common stock issued was based on the amount of the applicable October 3 Note Amortization Payment divided by 80% of the lowest VWAP (as defined in the October 3 Note) during the five Trading Day (as defined in the October 3 Note) period prior to the due date of the October 3 Note Amortization Payment. | During the existence of an Event of Default (as defined in the August 2019 Notes), interest accrued at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the four-month anniversary of the August 2019 Notes, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule (each, an "August 2019 Amortization Payment"), were due and payable, until November 30, 2020 at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable under the August 2019 Notes were immediately due and payable. The Company's August 2019 Note Amortization Payments due on December 30, 2019 were paid on January 6, 2020 and the Company did not receive any default notice for this late payment. The August 2019 Note Amortization Payments were made in cash unless the investor requested payment in the Company's common stock in lieu of a cash payment (an "August 2019 Note Stock Payment"). If the investor requested an August 2019 Note Stock Payment, the number of shares of common stock issued was based on the amount of the applicable August 2019 Amortization Payment divided by 80% of the lowest VWAP (as defined in the August 2019 Notes) during the five Trading Day (as defined in the August 2019 Notes) period prior to the due date of the August 2019 Amortization Payment. | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | $ 166,667 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants Purchase | 66,401 | ||||||||||||||||||||||||||||||||||||||||||||
Debt payment description | The October 3 Note may be prepaid, provided that certain Equity Conditions, as defined in the October 3 Note, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from October 3, 2019 until and through January 3, 2020, at an amount equal to 105% of the aggregate of the outstanding principal balance of the October 3 Note and accrued and unpaid interest, and (ii) after January 3, 2020, at an amount equal to 115% of the aggregate of the outstanding principal balance of the October 3 Note and accrued and unpaid interest. In the event that the Company closes a Public Offering, the holder may elect to: (x) have its principal and accrued interest prepaid directly from the proceeds of the Public Offering at the prices set forth above, or (y) exchange its October 3 Note at the closing of the Public Offering for the securities being issued in the Public Offering at the Public Offering prices based upon the outstanding principal, accrued interest and other charges, or (z) continue to hold the October 3 Note. Except for a Public Offering and October 3 Note Amortization Payments, in order to prepay the October 3 Note, the Company must provide at least 20 days' prior written notice to the holder, during which time the holder may convert the October 3 Note in whole or in part at the conversion price. For avoidance of doubt, the October 3 Note Amortization Payments are prepayments and are subject to prepayment penalties equal to 115% of the October 3 Note Amortization Payment. In the event the Company consummates a Public Offering while the October 3 Note is outstanding, then 25% of the net proceeds of such offering will, within two business days of the closing of such Public Offering, be applied to reduce the outstanding obligations pursuant to the October 3 Note. | Notes may be prepaid, provided that certain Equity Conditions, as defined in the August 2019 Notes, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from August 30, 2019 until and through November 30, 2019 at an amount equal to 105% of the aggregate of the outstanding principal balance of the August 2019 Notes and accrued and unpaid interest, and (ii) after August 30, 2019 at an amount equal to 115% of the aggregate of the outstanding principal balance of the August 2019 Notes and accrued and unpaid interest. In the event that the Company closes a registered public offering of securities for its own account (a "Public Offering"), the holders may elect to: (x) have their principal and accrued interest prepaid directly from the proceeds of the Public Offering at the prices set forth above, (y) exchange their August 2019 Notes at the closing of the Public Offering for the securities being issued in the Public Offering at the Public Offering prices based upon the outstanding principal, accrued interest and other charges, or (z) continue to hold their August 2019 Notes. Except for a Public Offering and August 2019 Amortization Payments, in order to prepay the August 2019 Notes, the Company must provide at least 20 days' prior written notice to the holders, during which time the holders may convert their August 2019 Notes in whole or in part at the then-applicable conversion price. For avoidance of doubt, the August 2019 Amortization Payments are prepayments and are subject to prepayment penalties equal to 115% of the August 2019 Amortization Payment. In the event the Company consummates a Public Offering while the August 2019 Notes are outstanding, then 25% of the net proceeds of such offering will, within two business days of the closing of such Public Offering, be applied to reduce the outstanding obligations pursuant to the August 2019 Notes. | |||||||||||||||||||||||||||||||||||||||||||
Debt conversion description | The "Conversion Price" in effect on any Conversion Date means, as of any Conversion Date (as defined in the October 3 Note) or other date of determination, the lower of: (i) $2.51 per share and (ii) the price per share paid by investors in the contemplated equity offering of up to $1,000,000. If an Event of Default (as defined in the October 3 Note) has occurred, regardless of whether such Event of Default (as defined in the October 3 Note) has been cured or remains ongoing, the October 3 Note are convertible at the lower of: (i) $2.51 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the October 3 Note) during the 20 consecutive Trading Day (as defined in the October 3 Note) period ending and including the Trading Day (as defined in the October 3 Note) immediately preceding the delivery or deemed delivery of the applicable Notice of Conversion. | The initial conversion price of the August 2019 Notes was the lower of: (i) $3.50 per share and (ii) the price per share paid by investors in the contemplated equity offering of up to $1,000,000. If an Event of Default (as defined in the August 2019 Notes) has occurred, regardless of whether it has been cured or remains ongoing, the August 2019 Notes were initially convertible at the lower of: (i) $3.50 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the August 2019 Notes) during the 20 consecutive Trading Day (as defined in the August 2019 Notes) period ending and including the Trading Day (as defined in the August 2019 Notes) immediately preceding the delivery or deemed delivery of the applicable notice of conversion. | |||||||||||||||||||||||||||||||||||||||||||
August 2019 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 723,985 | ||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 936,645 | $ 936,645 | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 30.00% | ||||||||||||||||||||||||||||||||||||||||||||
Payments of principal and interest | $ 284,249 | $ 2,118,311 | |||||||||||||||||||||||||||||||||||||||||||
Interest expenses | $ 84,416 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 9,606,099 | 293,677,788 | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 58,317 | 8,450 | $ 48,685 | $ 58,317 | |||||||||||||||||||||||||||||||||||||||||
Debt interest monthly payments | $ 900 | 1,000 | |||||||||||||||||||||||||||||||||||||||||||
Debt converted conversion percentage | 18.00% | ||||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.006 | $ 0.006 | |||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 39,885,602 | ||||||||||||||||||||||||||||||||||||||||||||
Repayment of notes payable | 257,139 | ||||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded conversion option derivatives | 1,953,968 | 1,953,968 | |||||||||||||||||||||||||||||||||||||||||||
Derivative expense | 1,017,323 | ||||||||||||||||||||||||||||||||||||||||||||
Settlement of debt | $ 128,674 | ||||||||||||||||||||||||||||||||||||||||||||
August 2019 Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 0.006 | $ 0.006 | |||||||||||||||||||||||||||||||||||||||||||
August 30, 2019 Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 22,064 | $ 22,064 | 658,623 | ||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | 1,811,217 | ||||||||||||||||||||||||||||||||||||||||||||
Payments of principal and interest | 22,064 | 2,469,840 | |||||||||||||||||||||||||||||||||||||||||||
October 3 Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | 216,667 | 216,667 | 166,667 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 30.00% | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | $ 67,229 | ||||||||||||||||||||||||||||||||||||||||||||
Interest expenses | $ 2,180 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 27,525,109 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 11,774 | $ 11,774 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt interest monthly payments | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||
Repayment of loan percentage | 18.00% | ||||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.40 | $ 0.006 | $ 0.006 | ||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 0 | $ 0 | 33,334 | ||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ 859,768 | ||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 0.006 | $ 0.006 | |||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded conversion option derivatives | $ 123,795 | $ 123,795 | |||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 56,566 | ||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | 100,000 | 133,333 | |||||||||||||||||||||||||||||||||||||||||||
October 3 Note [Member] | Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants Purchase | 66,667 | ||||||||||||||||||||||||||||||||||||||||||||
Fall 2019 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 500,000 | $ 500,000 | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 55,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Q1/Q2 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.006 | $ 0.006 | |||||||||||||||||||||||||||||||||||||||||||
2020 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Aggregate purchase price of warrant | $ 456,858 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants proceeds | 456,858 | ||||||||||||||||||||||||||||||||||||||||||||
April 2020 Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 69,300 | 69,300 | |||||||||||||||||||||||||||||||||||||||||||
Interest expenses | $ 231,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 53,255,583 | 38,500,000 | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 26,383 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 69,300 | 69,300 | |||||||||||||||||||||||||||||||||||||||||||
Payments of debt issuance costs | $ 415,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.006 | $ 0.006 | |||||||||||||||||||||||||||||||||||||||||||
Embedded conversion option derivative | $ 1,436,725 | ||||||||||||||||||||||||||||||||||||||||||||
Initial derivative expense | 1,021,725 | ||||||||||||||||||||||||||||||||||||||||||||
OtherConvertible Debt [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 185,000 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | 185,000 | ||||||||||||||||||||||||||||||||||||||||||||
Payments of principal and interest | 7,500 | ||||||||||||||||||||||||||||||||||||||||||||
Reduction of convertible promissory debt | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||
Repayments of convertible debt | $ 170,000 | 15,000 | |||||||||||||||||||||||||||||||||||||||||||
OtherConvertible Debt [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 15,454,546 | ||||||||||||||||||||||||||||||||||||||||||||
Derivative Liabilities [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 1,531,335 | $ 1,531,335 | |||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 328,638 | $ 328,638 | 936,645 | ||||||||||||||||||||||||||||||||||||||||||
Increased interest rate per month | 30.00% | ||||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 45,731,614 | ||||||||||||||||||||||||||||||||||||||||||||
Interest expenses | 1,531,335 | ||||||||||||||||||||||||||||||||||||||||||||
Put premium to paid in capital | 385,385 | ||||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded conversion option derivatives | 328,638 | 328,638 | $ 6,340,248 | 6,340,248 | 1,953,968 | ||||||||||||||||||||||||||||||||||||||||
Derivative expense | 1,017,323 | ||||||||||||||||||||||||||||||||||||||||||||
Initial derivative expense | 776,540 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | 838,471 | ||||||||||||||||||||||||||||||||||||||||||||
Gain on derivative liability | 21,031 | 21,031 | 240,783 | ||||||||||||||||||||||||||||||||||||||||||
RedDiamond and Bellridge Debt [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | 55,037,605 | ||||||||||||||||||||||||||||||||||||||||||||
Reduced derivative liabilities | 61,841,708 | ||||||||||||||||||||||||||||||||||||||||||||
Derivative Liabilities One [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | 67,229 | ||||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded conversion option derivatives | 123,795 | ||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | 56,566 | ||||||||||||||||||||||||||||||||||||||||||||
Initial derivative expense | 47,918 | ||||||||||||||||||||||||||||||||||||||||||||
Gain on derivative liability | 8,648 | ||||||||||||||||||||||||||||||||||||||||||||
Derivative Liabilities Two [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Initial derivative expense | 21,031 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 4,322,247 | $ 1,184,463 | |||||||||||||||||||||||||||||||||||||||||||
Weighted average interest rate | 18.00% | 18.00% | 850.00% | ||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Offering cost | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Red Diamond Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Percentage of common stock option of lowest VWAP | 65.00% | ||||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 1.50 | ||||||||||||||||||||||||||||||||||||||||||||
Red Diamond Partners, LLC [Member] | The Red Diamond Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Payments of principal and interest | $ 270,000 | ||||||||||||||||||||||||||||||||||||||||||||
Increased interest rate per month | 18.00% | ||||||||||||||||||||||||||||||||||||||||||||
Red Diamond Partners, LLC And RDW Capital LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 510,000 | $ 0 | $ 0 | $ 895,385 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | Repay not less than half of the obligations then outstanding pursuant to the notes if the Company completes an offering of equity or equity linked securities (including warrants, convertible preferred stock, convertible debentures or convertible promissory note) which results in gross proceeds to the Company of at least $4,000,000, using a portion of the proceeds thereof. | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | $ 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | 432,589 | ||||||||||||||||||||||||||||||||||||||||||||
Debt put premium | 385,385 | 385,385 | $ 0 | 385,385 | |||||||||||||||||||||||||||||||||||||||||
Reversal of default interest payable | $ 47,204 | ||||||||||||||||||||||||||||||||||||||||||||
Interest expenses | $ 385,385 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 96,661,102 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt | $ 510,000 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 158,141 | 158,141 | |||||||||||||||||||||||||||||||||||||||||||
Put premium to paid in capital | 385,385 | 385,385 | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | 0 | 0 | 510,000 | ||||||||||||||||||||||||||||||||||||||||||
Placement Agent [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock issued | 360,000 | ||||||||||||||||||||||||||||||||||||||||||||
Cancellation of warrants in exchange of common stock, shares | 240,000 | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | 2,068,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 188,000 | $ 188,000 | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | During the existence of an Event of Default (as defined in the applicable Q1/Q2 2020 Note), which includes, amongst other events, any default in the payment of principal and interest payments (including Q1/Q2 2020 Note Amortization Payments) under any Q1/Q2 2020 Note or any other indebtedness, interest accrues at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of each Q1/Q2 2020 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule (each, a "Q1/Q2 2020 Note Amortization Payment"), will be due and payable. | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | $ 1,880,000 | ||||||||||||||||||||||||||||||||||||||||||||
Aggregate purchase price of warrant | $ 1,225,109 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | $ 2.50 | $ 3.50 | $ 3.50 | |||||||||||||||||||||||||||||||||||||||||
Warrants Purchase | 827,200 | 827,200 | |||||||||||||||||||||||||||||||||||||||||||
Debt payment description | Notes may be prepaid, provided that certain Equity Conditions, as defined in the Q1/Q2 2020 Notes, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from each Q1/Q2 2020 Note's respective original issuance date until and through the day that falls on the third month anniversary of such original issue date (each a "Q1/Q2 2020 Note 3 Month Anniversary") at an amount equal to 105% of the aggregate of the outstanding principal balance of the Q1/Q2 2020 Note and accrued and unpaid interest, and (ii) after the applicable Q1/Q2 2020 Note 3 Month Anniversary at an amount equal to 115% of the aggregate of the outstanding principal balance of the Q1/Q2 2020 Note and accrued and unpaid interest. In the event that the Company closes a Public Offering, each holder may elect to: (x) have its principal and accrued interest prepaid directly from the proceeds of the Public Offering at the prices set forth above, (y) exchange its Q1/Q2 2020 Note at the closing of the Public Offering for the securities being issued in the Public Offering at the Public Offering prices based upon the outstanding principal, accrued interest and other charges, or (z) continue to hold its Q1/Q2 2020 Note(s). Except for a Public Offering and Q1/Q2 2020 Note Amortization Payments, in order to prepay a Q1/Q2 2020 Note, the Company must provide at least 30 days' prior written notice to the holder thereof, during which time the holder may convert its Q1/Q2 2020 Note in whole or in part at the applicable conversion price. The Q1/Q2 2020 Note Amortization Payments are prepayments and are subject to prepayment penalties equal to 115% of the Q1/Q2 2020 Note Amortization Payment. In the event the Company consummates a Public Offering while the Q1/Q2 2020 Notes are outstanding, then 25% of the net proceeds of such offering will, within two business days of the closing of such Public Offering, be applied to reduce the outstanding obligations pursuant to the Q1/Q2 2020 Notes. | ||||||||||||||||||||||||||||||||||||||||||||
Debt conversion description | The "Conversion Price" in effect on any Conversion Date (as defined in the applicable Q1/Q2 2020 Note) means, as of any date of determination, $0.40 per share, subject to adjustment as provided therein and summarized below. If an Event of Default (as defined in the applicable Q1/Q2 2020 Note) has occurred, regardless of whether it has been cured or remains ongoing, the Q1/Q2 2020 Notes are convertible at the lower of: (i) $0.40 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the applicable Q1/Q2 2020 Note) during the 20 consecutive Trading Day (as defined in the applicable Q1/Q2 2020 Note) period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock. | ||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ 17,836,244 | $ 981,548 | |||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price per share | $ 11.67 | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Accredited Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||
Aggregate purchase price of warrant | $ 82,771 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 2.50 | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 1,287,474 | $ 1,287,474 | |||||||||||||||||||||||||||||||||||||||||||
Aggregate purchase price of warrant | $ 262,872 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||
Warrants Purchase | 827,200 | 827,200 | |||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded conversion option derivatives | $ 8,817,568 | $ 8,817,568 | |||||||||||||||||||||||||||||||||||||||||||
Initial derivative expense | 7,530,095 | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Bellridge [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Repayment of loan percentage | 125.00% | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | August 2019 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 620,400 | $ 620,400 | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 30.00% | 30.00% | |||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock upon conversion of debt | $ 291,796,804 | ||||||||||||||||||||||||||||||||||||||||||||
Debt converted conversion percentage | 18.00% | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | 2020 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 717,852 | $ 717,852 | |||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | 83,548 | 83,548 | |||||||||||||||||||||||||||||||||||||||||||
Payments of principal and interest | 801,400 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,731 | 3,731 | |||||||||||||||||||||||||||||||||||||||||||
Convertible debt | 1,887,000 | 1,887,000 | |||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2020 Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||||||||
Debt converted conversion percentage | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.40 | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | April 2020 Note [Member] | Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 456,500 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | 415,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 41,500 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | The April 20 Note contained a 10% original issue discount amounting to $41,500 for a purchase price of $415,000. The Company did not receive any proceeds from the April 20 Note because the investor converted previous notes and accrued interest due to him in the amount of $195,000 into the April 20 Note. In connection with the conversion of notes payable to the April 20 Note, the Company recorded a loss from debt extinguishment of $220,000. The April 20 Note initially bore interest at 6% per annum and becomes due and payable on April 20, 2022 (the "April 20 Note Maturity Date"). During the existence of an Event of Default (as defined in the April 20 Note), which includes, amongst other events, any default in the payment of principal and interest payment (including any April 20 Note Amortization Payments) under any note or any other indebtedness, interest accrues at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of the April 20 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule, will be due and payable (each, an "April 20 Note Amortization Payment"), until the April 20 Note Maturity Date, at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable under the April 20 Note will be immediately due and payable. The April 20 Note Amortization Payments will be made in cash unless the investor payment in the Company's common stock in lieu of a cash payment (each, an "April 20 Note Stock Payment"). If the investor requests an April 20 Note Stock Payment, the number of shares of common stock issued will be based on the amount of the applicable April 20 Note Amortization Payment divided by 80% of the lowest VWAP (as defined in the April 20 Note) during the five Trading Day (as defined in the April 20 Note) period prior to the due date of the April 20 Note Amortization Payment. | ||||||||||||||||||||||||||||||||||||||||||||
Interest expenses | $ 136,950 | ||||||||||||||||||||||||||||||||||||||||||||
Debt converted conversion percentage | 18.00% | ||||||||||||||||||||||||||||||||||||||||||||
Embedded conversion option derivative | $ 1,021,725 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 1,436,725 | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Red Diamond Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 350,000 | ||||||||||||||||||||||||||||||||||||||||||||
Transaction costs | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||
Percentage of common stock option of lowest VWAP | 65.00% | ||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes default amount | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Red Diamond Partners, LLC [Member] | Three Red Diamond Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | 270,000 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | 265,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Red Diamond Partners, LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 355,000 | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Lender [Member] | Bellridge [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 2,497,503 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 1,665,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 832,503 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 18, 2019 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||
Payments of debt issuance costs | $ 177,212 | ||||||||||||||||||||||||||||||||||||||||||||
Debt interest monthly payments | $ 156,219 | $ 232,940 | |||||||||||||||||||||||||||||||||||||||||||
Warrant term | 2 years | ||||||||||||||||||||||||||||||||||||||||||||
Percentage of warrant purchase | 4.75% | ||||||||||||||||||||||||||||||||||||||||||||
Aggregate purchase price of warrant | $ 100 | ||||||||||||||||||||||||||||||||||||||||||||
Debt converted conversion percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||
Percentage on membership interests | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from subsequent offering | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from subsequent offering description | The Company must use 20% of the gross proceeds of the Bellridge Note Subsequent Offering and must make payment to the Bellridge Note holder of an amount in cash equal to the product of (i) the sum of (x) the then outstanding principal amount of the Bellridge Note and (y) all accrued but unpaid interest, multiplied by (ii) (x) 110%, if the Prepayment Date (as defined in the Bellridge Note) is within 90 days of the date hereof the Closing Date (as defined in the Purchase Agreement), or (y) 125%, if the Prepayment Date is after the 90th day following the Closing Date, to which calculated amount the Company must add all other amounts owed pursuant to the Bellridge Note, including, but not limited to, all late fees and liquidated damages. | ||||||||||||||||||||||||||||||||||||||||||||
Registration rights agreement description | Accordingly, in addition to any other rights the holders may have under the Bellridge Purchase Agreement or under applicable law, on the default date and on each monthly anniversary of each such default date (if the applicable event is not cured by such date) until the ninetieth day from such default date, the Company will pay to each holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1%) multiplied by the aggregate subscription amount paid by the holder pursuant to the Bellridge Purchase Agreement. Subsequent to the ninetieth day from such default date, the one percent (1%) penalty increases to two percent (2%), with an aggregate cap of twenty percent (20%) per annum. If the Company fails to pay any of these partial liquidated damages in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum to the holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Lender [Member] | Bellridge [Member] | Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 2 years | ||||||||||||||||||||||||||||||||||||||||||||
Percentage of warrant purchase | 4.75% | ||||||||||||||||||||||||||||||||||||||||||||
Aggregate purchase price of warrant | $ 100 | ||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Placement Agent [Member] | Bellridge [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Payments of debt issuance costs | $ 120,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 2 years | ||||||||||||||||||||||||||||||||||||||||||||
Percentage of warrant purchase | 4.75% | ||||||||||||||||||||||||||||||||||||||||||||
Aggregate purchase price of warrant | $ 100 | ||||||||||||||||||||||||||||||||||||||||||||
Exchange Agreements [Member] | August 2019 Notes and August 2019 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 500,184 | ||||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | 239,678 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 85,828 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants Purchase | 423,159,293 | ||||||||||||||||||||||||||||||||||||||||||||
Preferred stock exchanged for common stock | 522,726 | ||||||||||||||||||||||||||||||||||||||||||||
Leak-Out Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Common stock average reported trading volume | 100,000,001 | ||||||||||||||||||||||||||||||||||||||||||||
Percentage of common stock sold on trading day | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||
Decription of agreement | The Company and Investors entered into leak-out agreements, dated as of July 20, 2020 and July 22, 2020 (the "Leak-Out Agreements"), whereby the respective Investor agreed that, until the earliest to occur of (a) 120 days from date of Exchange Agreement, (b) the common stock trading at an average reported volume of at least 100,000,001 shares for three consecutive trading days, (c) the price per share of the common stock exceeding $0.10 in a transaction, (d) the time of release (whether by termination of an applicable leak-out agreement or otherwise), in whole or in part, of any leak-out agreement with any other holder of securities, or (e) any breach by the Company of any term of the Leak-Out Agreement that is not cured within five trading days following delivery of written notice of such breach by the respective Investor to the Company, neither Investor, nor any of its Affiliates (as defined in the respective Leak-Out Agreement), collectively, shall sell, on any trading day, more than 10% of the common stock sold on such trading day. | ||||||||||||||||||||||||||||||||||||||||||||
Leak-Out Agreements [Member] | Minimum [Member] | August 2019 Notes and August 2019 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 328,638 | 328,638 | 266,400 | ||||||||||||||||||||||||||||||||||||||||||
Payments of principal and interest | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 233,600 | ||||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded conversion option derivatives | $ 328,638 | $ 328,638 | |||||||||||||||||||||||||||||||||||||||||||
Embedded conversion option derivative | $ 328,638 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Agreement [Member] | Accredited Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | 500,000 | 500,000 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Nov. 7, 2020 | Oct. 14, 2020 | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||||||
Payments of principal and interest | $ 200,000 | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | During the existence of an Event of Default (as defined in the Fall 2019 Notes), interest accrued at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the seventh month anniversary of each respective note, monthly payments of interest and monthly principal payments were due and payable, until the respective maturity dates, at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable under such Fall 2019 Note was immediately due and payable. | During the existence of an Event of Default (as defined in the Fall 2019 Notes), interest accrued at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the seventh month anniversary of each respective note, monthly payments of interest and monthly principal payments were due and payable, until the respective maturity dates, at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable under such Fall 2019 Note was immediately due and payable. | |||||||||||||||||||||||||||||||||||||||||||
Debt converted conversion percentage | 18.00% |
Convertible Promissory Notes _4
Convertible Promissory Notes Payable and Notes Payable - Schedule of Fair Value of Derivative Liabilities Estimated Using Black-Sholes Valuation Model (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Expected Dividend Rate [Member] | ||
Fair value derivative liabilities measurement, percentage | 0 | 0 |
Expected Term [Member] | Minimum [Member] | ||
Fair value derivative liabilities term (in years) | 9 months | 18 days |
Expected Term [Member] | Maximum [Member] | ||
Fair value derivative liabilities term (in years) | 5 years | 5 years |
Volatility [Member] | Minimum [Member] | ||
Fair value derivative liabilities measurement, percentage | 154.2 | 127.5 |
Volatility [Member] | Maximum [Member] | ||
Fair value derivative liabilities measurement, percentage | 372.3 | 228.7 |
Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair value derivative liabilities measurement, percentage | 0.09 | 1.39 |
Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair value derivative liabilities measurement, percentage | 1.62 | 2.40 |
Convertible Promissory Notes _5
Convertible Promissory Notes Payable and Notes Payable - Schedule of Convertible Promissory Notes (Details) - USD ($) | Dec. 31, 2020 | Jan. 30, 2020 | Dec. 31, 2019 |
Principal and default penalty amount | $ 1,062,764 | ||
Less: unamortized debt discount | $ (1,287,473) | ||
Less: current portion of convertible notes payable | (979,216) | $ (3,634,344) | |
Convertible Promissory Notes [Member] | |||
Principal and default penalty amount | 1,062,764 | 5,459,909 | |
Add: put premium | 385,385 | ||
Less: unamortized debt discount | (83,548) | (2,210,950) | |
Convertible notes payable, net | 979,216 | 3,634,344 | |
Less: current portion of convertible notes payable | (979,216) | (3,634,344) | |
Convertible notes payable, net - long-term |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Apr. 28, 2020 | Apr. 15, 2020USD ($) | Mar. 12, 2020USD ($) | Mar. 09, 2020USD ($) | Mar. 04, 2020USD ($) | Nov. 30, 2019USD ($) | Aug. 28, 2019USD ($)Integer | Aug. 28, 2019USD ($) | Jul. 03, 2019 | May 08, 2019USD ($) | Apr. 17, 2019USD ($) | Apr. 17, 2019USD ($) | Apr. 10, 2019USD ($) | Jan. 31, 2019USD ($)$ / sharesshares | Jan. 28, 2019USD ($) | Jan. 14, 2019USD ($) | Oct. 12, 2018USD ($) | Oct. 02, 2018USD ($) | Sep. 20, 2018USD ($) | Aug. 10, 2020USD ($) | May 31, 2020USD ($) | Nov. 30, 2019USD ($)Integer | Aug. 31, 2019USD ($) | Jul. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Mar. 06, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 16, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Apr. 02, 2020USD ($) | Mar. 31, 2020USD ($) | Jan. 30, 2020USD ($) | Jan. 07, 2020$ / shares | Jun. 18, 2018USD ($) |
Proceeds from promissory notes | $ 4,479,662 | $ 9,280,655 | ||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | 501,041 | |||||||||||||||||||||||||||||||||||||
Origination fees | 601,121 | |||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 1,287,473 | |||||||||||||||||||||||||||||||||||||
Payment of notes payable | 3,002,127 | 10,485,502 | ||||||||||||||||||||||||||||||||||||
Notes payable - related party | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||||
Debt principal balance | 1,062,764 | |||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 237,665 | $ 7,847,073 | 39,090,168 | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||
Debt description | The aggregate loss on debt extinguishment upon conversions associated with the difference between the fair market value of the shares issued upon conversion and the amounts of principal balances converted at the conversion price amounted to $36,271,137 consisting of $15,704,425, $19,700,260 and $866,452 as discussed above (See Note 11). | |||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 4,928,010 | 4,536,366 | ||||||||||||||||||||||||||||||||||||
Warrants One [Member] | ||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Payment of notes payable | $ 275,000 | |||||||||||||||||||||||||||||||||||||
Debt principal balance | 272,700 | |||||||||||||||||||||||||||||||||||||
Convertible debt | 95,874 | |||||||||||||||||||||||||||||||||||||
Cancellation of warrants | 40,300 | |||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | 76,777 | |||||||||||||||||||||||||||||||||||||
Payment of cash | 67,548 | |||||||||||||||||||||||||||||||||||||
Remaining debt discount | 614,809 | |||||||||||||||||||||||||||||||||||||
Reduction of principal balance of debt | 596,390 | |||||||||||||||||||||||||||||||||||||
Accrued interest | 9,190 | |||||||||||||||||||||||||||||||||||||
Secured Merchant Agreements [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | 98,592 | 80,490 | ||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | $ 18,102 | |||||||||||||||||||||||||||||||||||||
Payment of notes payable | 15,000 | 176,339 | ||||||||||||||||||||||||||||||||||||
Notes payable - related party | 0 | 176,339 | ||||||||||||||||||||||||||||||||||||
Convertible debt | $ 17,705 | $ 17,705 | ||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 3,102 | |||||||||||||||||||||||||||||||||||||
Notes payable liabilities assumed | $ 944,281 | |||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 15.00% | 15.00% | ||||||||||||||||||||||||||||||||||||
Conversion of notes payable | $ 184,750 | $ 184,750 | ||||||||||||||||||||||||||||||||||||
Secured Merchant Agreements One [Member] | ||||||||||||||||||||||||||||||||||||||
Payment of notes payable | 249,704 | |||||||||||||||||||||||||||||||||||||
Notes payable - related party | 0 | 244,858 | ||||||||||||||||||||||||||||||||||||
Convertible debt | 25,073 | 25,073 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 4,846 | |||||||||||||||||||||||||||||||||||||
Conversion of notes payable | 261,630 | 261,630 | ||||||||||||||||||||||||||||||||||||
Secured Merchant Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 420,000 | $ 209,850 | $ 521,250 | |||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 254,552 | 137,962 | 375,000 | |||||||||||||||||||||||||||||||||||
Debt original issue discount | 123,314 | 59,850 | 146,250 | |||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | 3,000 | 1,749 | $ 3,724 | |||||||||||||||||||||||||||||||||||
Repayment of principal amount | 31,634 | |||||||||||||||||||||||||||||||||||||
Origination fees | $ 10,500 | 12,038 | ||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 762,122 | |||||||||||||||||||||||||||||||||||||
Payment of notes payable | $ 786,330 | 86,259 | ||||||||||||||||||||||||||||||||||||
Notes and loans payable | 0 | |||||||||||||||||||||||||||||||||||||
Notes payable - related party | 1,057,074 | |||||||||||||||||||||||||||||||||||||
Debt principal balance | 1,819,196 | |||||||||||||||||||||||||||||||||||||
One Secured Merchant Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 650,000 | $ 650,000 | $ 764,500 | |||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 500,000 | 316,637 | ||||||||||||||||||||||||||||||||||||
Debt original issue discount | 150,000 | $ 150,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | 6,371 | |||||||||||||||||||||||||||||||||||||
Repayment of principal amount | 223,329 | |||||||||||||||||||||||||||||||||||||
Origination fees | 10,034 | |||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 214,500 | |||||||||||||||||||||||||||||||||||||
Payment of notes payable | 184,750 | 2,511,456 | ||||||||||||||||||||||||||||||||||||
One Secured Merchant Loan [Member] | June 2019 to August 2019 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 216,667 | |||||||||||||||||||||||||||||||||||||
Second Secured Merchant Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | 417,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 292,002 | |||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | 3,972 | |||||||||||||||||||||||||||||||||||||
Origination fees | 7,998 | |||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 117,000 | |||||||||||||||||||||||||||||||||||||
Third Secured Merchant Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 1,242,000 | $ 759,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 528,039 | 315,097 | ||||||||||||||||||||||||||||||||||||
Debt original issue discount | 342,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | 10,265 | 4,897 | ||||||||||||||||||||||||||||||||||||
Repayment of principal amount | 362,961 | 209,153 | ||||||||||||||||||||||||||||||||||||
Origination fees | $ 9,000 | 25,750 | ||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 209,000 | |||||||||||||||||||||||||||||||||||||
Secured Merchant Loan One [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | 139,900 | |||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 92,000 | |||||||||||||||||||||||||||||||||||||
Debt original issue discount | 39,900 | |||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | 1,166 | |||||||||||||||||||||||||||||||||||||
Origination fees | $ 8,000 | |||||||||||||||||||||||||||||||||||||
Payment of notes payable | $ 169,653 | 180,097 | ||||||||||||||||||||||||||||||||||||
Notes and loans payable | 0 | |||||||||||||||||||||||||||||||||||||
Fourth Secured Merchant Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 1,199,200 | |||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 652,387 | |||||||||||||||||||||||||||||||||||||
Debt original issue discount | 399,200 | |||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | 11,993 | |||||||||||||||||||||||||||||||||||||
Repayment of principal amount | $ 703,899 | 69,327 | ||||||||||||||||||||||||||||||||||||
Origination fees | $ 78,286 | |||||||||||||||||||||||||||||||||||||
Notes and loans payable | 0 | |||||||||||||||||||||||||||||||||||||
Several Secured Merchant Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 2,099,500 | 2,283,540 | ||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 1,285,000 | 1,355,986 | ||||||||||||||||||||||||||||||||||||
Origination fees | 814,500 | 927,554 | ||||||||||||||||||||||||||||||||||||
Payment of notes payable | 464,344 | |||||||||||||||||||||||||||||||||||||
Notes payable - related party | $ 261,630 | $ 261,630 | ||||||||||||||||||||||||||||||||||||
Several Secured Merchant Loan [Member] | Noteholders [Member] | ||||||||||||||||||||||||||||||||||||||
Payment of notes payable | $ 27,498 | |||||||||||||||||||||||||||||||||||||
Two Secured Merchant Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 1,011,825 | |||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 630,000 | |||||||||||||||||||||||||||||||||||||
Debt original issue discount | 24,762 | |||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | 8,000 | |||||||||||||||||||||||||||||||||||||
Repayment of principal amount | 1,854,642 | |||||||||||||||||||||||||||||||||||||
Origination fees | 381,825 | |||||||||||||||||||||||||||||||||||||
Payment of notes payable | 764,209 | |||||||||||||||||||||||||||||||||||||
Notes payable - related party | 247,616 | |||||||||||||||||||||||||||||||||||||
Debt instrument, weekly periodic payments | $ 28,500 | |||||||||||||||||||||||||||||||||||||
New Secured Merchant Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 1,274,150 | |||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 150,000 | |||||||||||||||||||||||||||||||||||||
Origination fees | 453,450 | |||||||||||||||||||||||||||||||||||||
Payment of notes payable | 1,954,930 | |||||||||||||||||||||||||||||||||||||
Debt principal balance | 670,700 | |||||||||||||||||||||||||||||||||||||
Merchant Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Payment of notes payable | $ 600,000 | |||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 936,410 | |||||||||||||||||||||||||||||||||||||
Merchant Loan [Member] | Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 233,434 | |||||||||||||||||||||||||||||||||||||
Repayment of principal amount | 275,000 | |||||||||||||||||||||||||||||||||||||
Payment of notes payable | 233,434 | |||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 364,740 | |||||||||||||||||||||||||||||||||||||
Note maturity date | Mar. 11, 2020 | |||||||||||||||||||||||||||||||||||||
Weekly Installments [Member] | Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Payment of notes payable | $ 275,000 | |||||||||||||||||||||||||||||||||||||
Final Payment [Member] | Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Note maturity date | May 12, 2020 | |||||||||||||||||||||||||||||||||||||
Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 460,510 | $ 460,510 | ||||||||||||||||||||||||||||||||||||
Payment of notes payable | $ 85,088 | |||||||||||||||||||||||||||||||||||||
Note maturity date | Jan. 3, 2021 | |||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 20.00% | |||||||||||||||||||||||||||||||||||||
Promissory Notes [Member] | Individuals [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 26,900 | |||||||||||||||||||||||||||||||||||||
Convertible debt | $ 77,090 | |||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 15.00% | |||||||||||||||||||||||||||||||||||||
January Two Thousand Ninteen Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Warrant issued | shares | 1,000 | |||||||||||||||||||||||||||||||||||||
Number of warrants to purchase shares of common stock | shares | 1,000 | |||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||
Twelve Monthly Installments [Member] | Secured Merchant Agreements [Member] | ||||||||||||||||||||||||||||||||||||||
Note maturity date | Nov. 25, 2020 | |||||||||||||||||||||||||||||||||||||
Number of installments | Integer | 12 | |||||||||||||||||||||||||||||||||||||
Twelve Monthly Installments [Member] | Secured Merchant Agreements One [Member] | ||||||||||||||||||||||||||||||||||||||
Note maturity date | Nov. 25, 2020 | |||||||||||||||||||||||||||||||||||||
Promissory Notes [Member] | Entities or Individuals [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 7.00% | |||||||||||||||||||||||||||||||||||||
Promissory Notes [Member] | Entities or Individuals [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||
New Promissory Notes [Member] | Entities or Individuals [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 40,000 | 40,000 | ||||||||||||||||||||||||||||||||||||
Senior Secured Demand Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 770,000 | $ 770,000 | 770,000 | 770,000 | ||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 699,955 | |||||||||||||||||||||||||||||||||||||
Debt original issue discount | 70,000 | 70,000 | 70,000 | 70,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | 220,000 | $ 437,532 | ||||||||||||||||||||||||||||||||||||
Origination fees | 45 | |||||||||||||||||||||||||||||||||||||
Debt due date, description | The Company repaid $437,532 of the Fall 2018 Promissory Notes and interest due of $36,760 was reclassified to principal amount due. | |||||||||||||||||||||||||||||||||||||
Senior Secured Demand Promissory Notes [Member] | Entities or Individuals [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | 0 | $ 149,228 | ||||||||||||||||||||||||||||||||||||
Two Separate Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 220,000 | $ 220,000 | 0 | |||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 200,000 | 200,000 | ||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||
Payment of notes payable | 220,000 | |||||||||||||||||||||||||||||||||||||
Separate Promissory Notes [Member] | Several Individuals [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | 443,000 | 2,517,150 | ||||||||||||||||||||||||||||||||||||
Proceeds from promissory notes | 423,000 | 2,238,900 | ||||||||||||||||||||||||||||||||||||
Debt original issue discount | 20,000 | |||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 238,250 | |||||||||||||||||||||||||||||||||||||
Payment of notes payable | 320,500 | $ 1,118,400 | ||||||||||||||||||||||||||||||||||||
Notes payable - related party | 220,000 | |||||||||||||||||||||||||||||||||||||
Debt principal balance | 195,000 | |||||||||||||||||||||||||||||||||||||
Debt due date, description | These notes were due between 45 and 273 days from the respective note issuance date. | |||||||||||||||||||||||||||||||||||||
Warrant issued | shares | 58,000 | |||||||||||||||||||||||||||||||||||||
Number of warrants to purchase shares of common stock | shares | 58,000 | |||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||
Separate Promissory Notes [Member] | Several Individuals [Member] | Warrants One [Member] | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 120,307 | |||||||||||||||||||||||||||||||||||||
Conversion of notes payable | $ 978,750 | |||||||||||||||||||||||||||||||||||||
Number of warrants to purchase shares of common stock | shares | 439,623 | |||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||
Separate Previous Promissory Notes [Member] | Several Individuals [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 40,000 | |||||||||||||||||||||||||||||||||||||
Notes payable - related party | 420,000 | |||||||||||||||||||||||||||||||||||||
One of these Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Debt principal balance | 150,000 | |||||||||||||||||||||||||||||||||||||
Accrued interest | 82,274 | |||||||||||||||||||||||||||||||||||||
New Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | 7,500 | |||||||||||||||||||||||||||||||||||||
Repayment of principal amount | 15,000 | |||||||||||||||||||||||||||||||||||||
Debt principal balance | 200,000 | |||||||||||||||||||||||||||||||||||||
Equipment Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||
Notes and loans payable | 43,363 | 57,001 | ||||||||||||||||||||||||||||||||||||
Equipment Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||
Notes and loans payable | 151,710 | 181,911 | ||||||||||||||||||||||||||||||||||||
Equipment Notes Payable [Member] | Auto Financing Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Notes and loans payable | $ 162,868 | $ 162,868 | $ 162,868 | $ 162,868 | 44,905 | |||||||||||||||||||||||||||||||||
Sixty Monthly Installments [Member] | ||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 9,304 | $ 9,304 | ||||||||||||||||||||||||||||||||||||
Number of installments | Integer | 60 | |||||||||||||||||||||||||||||||||||||
Remaining Fifty-Nine Payments [Member] | ||||||||||||||||||||||||||||||||||||||
Note maturity date | Jan. 27, 2020 | |||||||||||||||||||||||||||||||||||||
Equipment Notes Payable One [Member] | ||||||||||||||||||||||||||||||||||||||
Notes and loans payable | $ 375,422 | |||||||||||||||||||||||||||||||||||||
Shypdirect PPP Loan [Member] | Paycheck Protection Program [Member] | ||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 504,940 | |||||||||||||||||||||||||||||||||||||
Note maturity date | Apr. 28, 2022 | |||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 1.00% | |||||||||||||||||||||||||||||||||||||
Prime EFS PPP Loan [Member] | Paycheck Protection Program [Member] | ||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 2,941,212 | |||||||||||||||||||||||||||||||||||||
Note maturity date | Apr. 16, 2022 | |||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 1.00% | |||||||||||||||||||||||||||||||||||||
PPP Loans [Member] | ||||||||||||||||||||||||||||||||||||||
Debt description | The twenty- four-week period that commenced on May 1, 2020 and at least 60% of any forgiven amount has been used for covered payroll costs. | |||||||||||||||||||||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 605,763 | $ 3,351,903 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Jan. 30, 2020 | Dec. 31, 2019 |
Principal amounts | $ 1,062,764 | ||
Less: unamortized debt discount | $ (1,287,473) | ||
Notes payable - long-term | 437,594 | ||
Notes Payable [Member] | |||
Principal amounts | 4,357,138 | 3,187,125 | |
Less: unamortized debt discount | (762,122) | ||
Principal amounts, net | 4,357,138 | 2,425,003 | |
Less: current portion of notes payable | (3,919,544) | (2,425,003) | |
Notes payable - long-term | $ 437,594 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 30, 2020USD ($)$ / sharesshares | Dec. 17, 2020USD ($)$ / sharesshares | Dec. 08, 2020USD ($) | Oct. 08, 2020USD ($)$ / sharesshares | Oct. 06, 2020$ / sharesshares | Jul. 24, 2020shares | Jul. 22, 2020USD ($)shares | Jul. 20, 2020USD ($)$ / sharesshares | Jun. 26, 2020$ / sharesshares | Jun. 16, 2020USD ($)$ / sharesshares | Jun. 05, 2020 | Apr. 30, 2020shares | Feb. 29, 2020shares | Jan. 31, 2020USD ($)shares | Jan. 08, 2020shares | Jan. 07, 2020USD ($)$ / sharesshares | Oct. 03, 2019USD ($)$ / sharesshares | Oct. 02, 2019USD ($)$ / sharesshares | Oct. 02, 2019USD ($)$ / sharesshares | Sep. 06, 2019USD ($)$ / sharesshares | Aug. 30, 2019USD ($)$ / sharesshares | Aug. 29, 2019USD ($) | Aug. 16, 2019USD ($)$ / sharesshares | Jul. 12, 2019USD ($)$ / sharesshares | Jul. 08, 2019USD ($)$ / sharesshares | Jun. 14, 2019USD ($)$ / sharesshares | Jun. 11, 2019USD ($)$ / sharesshares | May 01, 2019USD ($)$ / sharesshares | May 01, 2019USD ($)$ / sharesshares | Apr. 09, 2019USD ($)$ / sharesshares | Feb. 25, 2019USD ($)$ / sharesshares | Oct. 30, 2020USD ($)shares | Aug. 10, 2020USD ($)shares | Jul. 24, 2020shares | Jul. 20, 2020USD ($)$ / sharesshares | Jun. 29, 2020shares | Apr. 30, 2020shares | Aug. 31, 2019$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Oct. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Aug. 13, 2020$ / shares | Jul. 08, 2020shares | Apr. 09, 2020shares | Mar. 09, 2020USD ($) | Jan. 30, 2020USD ($) | Jul. 31, 2018shares | Jun. 18, 2018 |
Preferred stock, authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuable, shares | shares | 0 | 0 | 0 | 0 | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 4,000,000,000 | 85,710,419 | 70,203,889 | 85,710,419 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Voting percentage | 51.00% | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 1,062,764 | $ 1,062,764 | $ 1,062,764 | $ 1,062,764 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 8,644,474 | 73,635,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 237,665 | $ 7,847,073 | $ 39,090,168 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ 17,836,244 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion price, per share | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||
Value of stock issued for service rendered | $ 8,526,204 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock, value | 17,934,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ 3,920,606 | $ 2,096,359 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt description | The aggregate loss on debt extinguishment upon conversions associated with the difference between the fair market value of the shares issued upon conversion and the amounts of principal balances converted at the conversion price amounted to $36,271,137 consisting of $15,704,425, $19,700,260 and $866,452 as discussed above (See Note 11). | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss upon conversion of debt related to difference between conversion price and market price on shares issued | $ 36,271,137 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cashless warrants exercise | shares | 83,662,448 | 73,635,000 | 83,662,448 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of options granted | shares | 80,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Options exercisable for the period | $ / shares | $ 8.84 | $ 8.84 | $ 8.84 | $ 8.84 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation and consulting fees - discontinued operations | $ 700,816 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ (3,620,498) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 1,287,473 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 2,469,840 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 827,200 | 827,200 | 827,200 | 827,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | 0.40 | $ 2.50 | $ 3.50 | $ 2.50 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued | shares | 374,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant issuance | $ 295,534 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 262,872 | $ 246,984 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected Dividend Rate [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants measurement input percentage | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants measurement input percentage | 228.1 | 228.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants measurement input percentage | 0.33 | 1.92 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected Term [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants measurement input percentage | 298.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 3,669,367 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued | shares | 1,015,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Valuation of warrant shares | shares | 1,015,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt original and induced conversion | $ 1,164,220 | $ 1,164,220 | $ 1,164,220 | $ 1,164,220 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock | $ 2,505,147 | $ 2,505,147 | $ 2,505,147 | $ 2,505,147 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants measurement input percentage | 2.40 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants measurement input percentage | 2.28 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
August 2019 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | $ 0.006 | $ 0.006 | $ 0.006 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 423,711 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock shares issued | shares | 417,863,999 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ 218,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | shares | 28,367 | 28,367 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.50 | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock, value | $ 1,059,277 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | 8,180 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued | shares | 28,367 | 423,711 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of conversion of shares issued | $ 946,250 | 2,844,979 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 113,028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 69,967 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note Conversion Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 203,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 203,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1.81 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of conversion of shares issued | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note Conversion Agreement One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 812,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 812,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of conversion of shares issued | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 28,367 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ 13,417 | $ 13,417 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 28,367 | 28,367 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.50 | $ 2.50 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 57,500 | $ 57,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt, amount | $ 70,917 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion price, per share | $ / shares | $ 2.50 | $ 2.50 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock shares issued | shares | 55,000,000 | 53,255,583 | 9,606,099 | 477,682,407 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ 58,317 | $ 81,616 | $ 26,383 | $ 58,317 | $ 82,852 | $ 58,317 | $ 58,317 | |||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 866,452 | 512,366 | 19,700,260 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | 900 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued | shares | 423,711 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of conversion of shares issued | $ 500,000 | $ 293,150 | $ 4,215,651 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 1,045,384 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Price One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss upon conversion of debt related to difference between conversion price and market price on shares issued | 15,704,425 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Price Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss upon conversion of debt related to difference between conversion price and market price on shares issued | 19,700,260 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Price Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss upon conversion of debt related to difference between conversion price and market price on shares issued | $ 866,452 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 59,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | shares | 55,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued | shares | 55,000 | 59,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 601,121 | $ 135,324 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued | shares | 453,200 | 453,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 Warrants [Member] | Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
2020 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued | shares | 453,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 456,858 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant issuance | $ 456,858 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion Debt Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | shares | 1,015,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant issued | shares | 1,015,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 2,505,147 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Five Year Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 28,100,000 | 585,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | $ 0.06 | $ 2.50 | $ 0.006 | $ 0.006 | $ 0.006 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based professional fees | $ 1,963,291 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 1,963,291 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
October 3 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | $ 0.006 | $ 0.006 | $ 0.006 | ||||||||||||||||||||||||||||||||||||||||||||||||||
New Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | $ 0.40 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | 11,381,885 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
New Convertible Debt [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 604,076,186 | 604,076,186 | 604,076,186 | 604,076,186 | ||||||||||||||||||||||||||||||||||||||||||||||||||
New Convertible Debt [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 9,061,143 | 9,061,143 | 9,061,143 | 9,061,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | $ 81,384 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
New Convertible Debt One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 416,669 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ 859,768 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Bellridge [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.049 | $ 0.049 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 502,742 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued in connection with settlement of certain claims, shares | shares | 10,281,018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued in connection with settlement of certain claims | $ 502,742 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
August 2019 Equity and Debt Purchasers [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 18,685,477 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock, value | $ 545,616 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement expenses | $ 545,616 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
August 2019 Equity and Debt Purchasers [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
August 2019 Equity and Debt Purchasers [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for service rendered | shares | 2,670,688 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 1.03 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 2,750,808 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of stock issued for service rendered | $ 2,750,808 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for service rendered | shares | 265,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 8.85 | $ 8.85 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ 265,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Employees [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 11 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 2,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock, value | $ 2,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Employees [Member] | Stock Options [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of options granted | shares | 80,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Options exercisable for the period | $ / shares | $ 8.85 | $ 8.85 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Options exercisable term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Options vesting percentage | 25.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Options vesting date | Jan. 1, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of options | $ 700,816 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend rate | 0.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected term (in years) | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 228.10% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.31% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation and consulting fees - discontinued operations | $ 700,816 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Former Employee [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for service rendered | shares | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 2.50 | $ 2.50 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 750,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of stock issued for service rendered | $ 750,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 619,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 619,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Investors [Member] | 2020 Warrants [Member] | Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 827,200 | 827,200 | 827,200 | 827,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange Agreements [Member] | Investors [Member] | August 2019 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 500,184 | 500,184 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ 85,827 | $ 85,827 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 423,159,293 | 423,159,293 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 239,678 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange Agreements [Member] | Investors [Member] | August 2019 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 500,184 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ 85,827 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 423,159,293 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange Agreements [Member] | Investors [Member] | August 2019 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 239,678 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange Agreements [Member] | Two Investors [Member] | August 2019 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 500,184 | $ 500,184 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 423,159,293 | 423,159,293 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 239,678 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 85,828 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange Agreements [Member] | Two Investors [Member] | August 2019 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 500,184 | $ 500,184 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 423,159,293 | 423,159,293 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 239,678 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 85,828 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | $ 2.50 | $ 3.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ 17,836,244 | $ 981,548 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt description | During the existence of an Event of Default (as defined in the applicable Q1/Q2 2020 Note), which includes, amongst other events, any default in the payment of principal and interest payments (including Q1/Q2 2020 Note Amortization Payments) under any Q1/Q2 2020 Note or any other indebtedness, interest accrues at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of each Q1/Q2 2020 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule (each, a "Q1/Q2 2020 Note Amortization Payment"), will be due and payable. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 1,225,109 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 188,000 | $ 188,000 | $ 188,000 | $ 188,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 262,872 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 1,287,474 | $ 1,287,474 | $ 1,287,474 | 1,287,474 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 1,383,116 | 987,940 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 395,176 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | August 2019 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 3.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | August 2019 Warrants [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 987,940 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | 2020 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | 717,852 | 717,852 | 717,852 | 717,852 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | 3,731 | 3,731 | 3,731 | 3,731 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 83,548 | $ 83,548 | $ 83,548 | $ 83,548 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 76,571,429 | 23,988,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issuable upon conversion percentage | 50.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from common stock | $ 670,000 | $ 640,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Fees amount | 112,000 | 35,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from common stock | $ 558,000 | $ 605,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | shares | 1,334 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Accredited Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 66,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 82,771 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Accredited Investor [Member] | October 3 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 66,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Engagement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 15,314,285 | 15,314,285 | 15,314,285 | 15,314,285 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Engagement agreement transaction description | On December 8, 2020 the Company entered into an Engagement Agreement (the "Engagement Agreement") with a placement agent to act as an exclusive selling/placement agent for the Company to assist in a financing for the Company. In connection with the engagement letter, the Company agreed to pay to the placement agent at each full or incremental closing of any equity financing, convertible debt financing, debt conversion or any instrument convertible or exercisable into the Company's common stock (the "Securities Financing") during the Exclusive Period which is for a period of 90 days from the date of execution of this Letter Agreement; (i) a cash transaction fee in the amount of 10% of the amount of the Securities Financing; and (ii) warrants (the "Warrants") with a 5 year term and cashless exercise, equal to 10% of the amount of securities sold (on an as converted basis) in the Securities Financing, at an exercise price equal to the investor's warrant exercise price of the Securities Financing. In connection with this Engagement Agreement, as of December 31, 2020, the Company paid the placement agent cash of $67,000 and issued 15,314,285 warrants to the placement agent at an initial exercise price of $0.01 per share. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from offering in additional paid-in capital | $ 67,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Effect on equity placement agent warrants | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment made to placement agent | $ 67,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for service rendered | shares | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of stock issued for service rendered | $ 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Vested shares | shares | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares to be vested | shares | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting period | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based professional fees | 36,458 | $ 59,896 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrecognized professional fees | $ 65,104 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal balance | $ 272,700 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ 9,190 | $ 9,190 | $ 9,190 | 9,190 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 76,777 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of cancellation of common shares | shares | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 7,686,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock, value | $ 7,686,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, description | 360,000 shares to Bellridge and 240,000 shares to Placement Agent. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Exchange Agreement [Member] | Steven Yariv [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of cancellation of common shares | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of cancellation of common shares, value | $ 56,987 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note Conversion Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock shares issued | shares | 203,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 203,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 15,704,425 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1.81 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion price, per share | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Subscription Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 619,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 619,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant issuance | $ 1,547,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Bellridge [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock issued | shares | 800,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 12.81 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuable, shares | shares | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 800,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 10,248,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock, value | 10,248,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock issued, value | $ 1,800,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, description | 50,000 shares and (ii) the balance of the 800,000 shares owed. The "Beneficial Ownership Limitation" shall be 4.99% of the number of shares of the Company's common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable pursuant to this Agreement. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | shares | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock issued | shares | 2,600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | shares | 1,700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of preferred shares agreed to exchange into restricted common stock | shares | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuable, shares | shares | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 1,000,000 | 124,376,000 | 398,350,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | shares | 700,000 | 700,000 | 700,000 | 700,000 | 1,700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | shares | 1,000,000 | 124,376 | 398,350 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio description | The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD | The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | shares | 700,000 | 700,000 | 700,000 | 700,000 | 1,700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] [Member] | John Mercadante [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Voting rights description | On June 5, 2020, the Company sold to John Mercadante, for $100, one share of Series C Preferred Stock which has voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company's stockholders (with the power to take action by written consent in lieu of a stockholders meeting) for the sole purpose of amending the Company's Amended and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Voting percentage | 51.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] [Member] | August 2019 Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Voting rights description | Pursuant to the August 2019 Purchase Agreement (see Note 6), by and among the Company and the investors named therein (the "August 2019 Investors"), the Company is required to keep reserved for issuance to the August 2019 Investors three times the number of shares of common stock issuable to the August 2019 Investors upon conversion or exercise, as applicable, of convertible notes and warrants held by the August 2019 Investors (the "August 2019 Reserve Requirement"). If the Company fails to meet the August 2019 Reserve Requirement within 45 days after written notice from an August 2019 Investor, the Company must, inter alia, sell to the Lead Investor (as defined in the August 2019 Purchase Agreement) for $100 a series of preferred stock which holds voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company's stockholders (with the power to take action by written consent in lieu of a stockholders meeting) for the sole purpose of amending the Company's Amended and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue, which such preferred stock will be automatically cancelled upon the effectiveness of the resulting increase in the Company's authorized stock. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Voting percentage | 51.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] [Member] | Prime EFS, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for service rendered | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B preferred stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for service rendered | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock shares issued | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of stock issued for service rendered | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series B preferred stock [Member] | Bellridge [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common stock shares issued | shares | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series D Exchanges [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Voting rights description | The Board to issue any or all of such shares of preferred stock in one (1) or more classes or series and to fix the designations, powers, preferences and rights, the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 6 | $ 6 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for service rendered | shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 522,726,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | shares | 0 | 1,250,000 | 1,250,000 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from subsequent financing percentage | 25.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | shares | 1,000 | 522,726 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock outstanding shares percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse split description | Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series D is convertible into 1,000 shares of common stock. A holder of Series D may not convert any shares of Series D into common stock if the holder (together with the holder's affiliates and any persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series D COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series D COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio description | The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | shares | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Value of stock issued for service rendered | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Exchange Agreements [Member] | Investors [Member] | August 2019 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 522,726 | 522,726 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Exchange Agreements [Member] | Investors [Member] | August 2019 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 522,726 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Exchange Agreements [Member] | Two Investors [Member] | August 2019 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 522,726 | 522,726 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Exchange Agreements [Member] | Two Investors [Member] | August 2019 Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | shares | 522,726 | 522,726 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 13.34 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from subsequent financing percentage | 25.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse split description | A holder of Series E may not convert any shares of Series E into Common Stock if the holder (together with the holder's affiliates and any persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series E COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Amended Series E COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion ratio description | Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series E shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series E being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series E an additional sum (the "Make Good Amount") equal to $210 for each $1,000 of Stated Value of the Series E converted pro-rated for amounts more or less than $1,000, increasing to $310 for each $1,000 of Stated Value during the Triggering Event Period (the "Extra Amount"). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the "Conversion Date"). During the Triggering Event Period, the number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 70% times the average VWAP for the five Trading Days prior to the Conversion Date. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption price precentage | 115.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Triggering event conversion amount percentage | 125.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Triggering event conversion price | $ / shares | $ 0.006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividend rate percentage | 0.60% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 50.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | shares | 562,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Voting rights description | The Board to issue any or all of such shares of preferred stock in one (1) or more classes or series and to fix the designations, powers, preferences and rights, the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock unissued during period | shares | 7,049,999 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Board of Directors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Secretary [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | shares | 562,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 11.67 | $ 13.34 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of share issued for common stock | shares | 57,400 | 47,977 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.04 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ 527,230 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for service rendered | shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | shares | 105,378 | 105,378 | 105,378 | 105,378 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | shares | 105,378 | 105,378 | 105,378 | 105,378 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | shares | 100,559,929 | 100,559,929 | 100,559,929 | 100,559,929 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Value of stock issued for service rendered | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Placement Agent [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase each share of common stock | shares | 15,314,285 | 15,314,285 | 15,314,285 | 15,314,285 |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Stock Option Activities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Number of Options Outstanding, Beginning Balance | 80,000 | |
Number of Options Outstanding, Granted | 80,000 | |
Number of Options Outstanding, Cancelled | ||
Number of Options Outstanding, Ending Balance | 80,000 | 80,000 |
Number of Options Outstanding, Exercisable | 20,000 | |
Weighted Average Exercise Price, Beginning Balance | $ 8.84 | |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Cancelled | ||
Weighted Average Exercise Price, Ending Balance | 8.84 | 8.84 |
Weighted Average Exercise Price, Exercisable | $ 8.84 | |
Weighted Average Remaining Contractual Term (Years), Beginning Balance | 4 years 3 months 29 days | 0 years |
Weighted Average Remaining Contractual Term (Years), Ending Balance | 3 years 6 months 29 days | 4 years 3 months 29 days |
Weighted Average Remaining Contractual Term (Years), Exercisable | 3 years 6 months 29 days | |
Aggregate Intrinsic Value, Beginning Balance | ||
Aggregate Intrinsic Value, Ending Balance | ||
Aggregate Intrinsic Value, exercisable |
Stockholders' Deficit - Summa_2
Stockholders' Deficit - Summary of Warrant Activities (Details) - Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Warrants Balance Outstanding Beginning | 3,649,861 | 1,648,570 |
Number of Warrants Granted | 144,801,414 | 3,254,685 |
Number of Warrants Cancellations | (23,508,334) | (1,421,059) |
Number of Warrants Increase in warrants related to price protection | 602,626,403 | 395,176 |
Number of Warrants Change in warrants related to dilutive rights | (227,511) | |
Number of Warrants Cashless exercise of warrants for Series D preferred | (423,159,293) | |
Number of Warrants Cashless exercise of warrants for common stock | (157,297,448) | |
Number of Warrants Balance Outstanding Ending | 147,112,603 | 3,649,861 |
Number of Warrants Exercisable Ending Balance | 147,112,603 | |
Weighted Average Exercise Price Balance Outstanding Beginning | $ 2.410 | $ 0 |
Weighted Average Exercise Price Granted | 0.027 | 2.400 |
Weighted Average Exercise Price Cancellations | 0.006 | 0 |
Weighted Average Exercise Price Increase in warrants related to price protection | 0.006 | 2.500 |
Weighted Average Change in warrants related to dilutive rights | 0 | |
Weighted Average Exercise Price Cashless exercise of warrants for Series D preferred | 0.006 | |
Weighted Average Exercise Price Cashless exercise of warrants for common stock | 0.006 | |
Weighted Average Exercise Price Balance Outstanding Ending | 0.052 | $ 2.410 |
Weighted Average Exercise Price Exercisable Ending Balance | $ 0.052 | |
Weighted Average Remaining Contractual Term (Years) Balance Outstanding Beginning | 4 years 7 months 28 days | 1 year 5 months 20 days |
Weighted Average Remaining Contractual Term (Years) Balance Outstanding Ending | 4 years 9 months 29 days | 4 years 7 months 28 days |
Weighted Average Remaining Contractual Term (Years) Exercisable Ending Balance | 4 years 9 months 29 days | |
Aggregate Intrinsic Value Balance Outstanding Beginning | $ 311,070 | |
Aggregate Intrinsic Value Balance Outstanding Ending | 1,780,356 | $ 311,070 |
Aggregate Intrinsic Value Exercisable Ending Balance | $ 1,780,356 |
Related Party Transactions an_2
Related Party Transactions and Balances (Details Narrative) - USD ($) | Dec. 22, 2020 | Jun. 26, 2020 | Nov. 11, 2019 | Oct. 11, 2019 | Jul. 12, 2019 | Jul. 03, 2019 | Aug. 10, 2020 | Jun. 29, 2020 | Aug. 31, 2019 | Jan. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2018 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 30, 2020 | Jan. 07, 2020 | May 11, 2019 | Apr. 11, 2019 | Mar. 13, 2019 | Feb. 28, 2019 | Jul. 25, 2018 |
Advances to related party | $ 2,500,000 | ||||||||||||||||||||||
Interest expense, related party debt | 174,947 | 222,328 | |||||||||||||||||||||
Proceeds from promissory notes | 4,479,662 | 9,280,655 | |||||||||||||||||||||
Debt original issue discount | $ 1,287,473 | ||||||||||||||||||||||
Amortization of debt discount | 4,928,010 | 4,536,366 | |||||||||||||||||||||
Notes payable - related party, current | 500,000 | 500,000 | |||||||||||||||||||||
Debt principal balance | 1,062,764 | ||||||||||||||||||||||
Payments of principal and interest | 501,041 | ||||||||||||||||||||||
Conversion price per share | $ 0.40 | ||||||||||||||||||||||
Warrant to purchase shares of common stock | 73,635,000 | 8,644,474 | |||||||||||||||||||||
Warrant exercise price | $ 0.40 | ||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 237,665 | 7,847,073 | 39,090,168 | ||||||||||||||||||||
Fair value of warrants | (3,620,498) | ||||||||||||||||||||||
Number of shares issued | 4,000,000,000 | 85,710,419 | 70,203,889 | 85,710,419 | |||||||||||||||||||
Convertible Note Agreement [Member] | |||||||||||||||||||||||
Debt original issue discount | 328,638 | 266,400 | |||||||||||||||||||||
Debt principal balance | 500,000 | ||||||||||||||||||||||
Payments of principal and interest | $ 100,000 | ||||||||||||||||||||||
Conversion price per share | $ 2.50 | ||||||||||||||||||||||
Note Conversion Agreement [Member] | |||||||||||||||||||||||
Accrued interest payable | $ 7,500 | ||||||||||||||||||||||
Conversion price per share | $ 2.50 | ||||||||||||||||||||||
Conversion of common stock issued | 203,000 | ||||||||||||||||||||||
Convertible notes payable | $ 500,000 | ||||||||||||||||||||||
Warrant to purchase shares of common stock | 203,000 | ||||||||||||||||||||||
Warrant exercise price | $ 1.81 | ||||||||||||||||||||||
Warrants expiration term | 5 years | ||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 15,704,425 | ||||||||||||||||||||||
Note Conversion Agreement 1 [Member] | |||||||||||||||||||||||
Accrued interest payable | $ 30,000 | ||||||||||||||||||||||
Conversion price per share | $ 2.50 | ||||||||||||||||||||||
Conversion of common stock issued | 812,000 | ||||||||||||||||||||||
Convertible notes payable | $ 2,000,000 | ||||||||||||||||||||||
Warrant to purchase shares of common stock | 812,000 | ||||||||||||||||||||||
Warrant exercise price | $ 2.50 | ||||||||||||||||||||||
Warrants expiration term | 5 years | ||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||
Repayment of related party debt | $ 50,000 | ||||||||||||||||||||||
Due to related party | $ 30,000 | ||||||||||||||||||||||
Advances to related party | $ 30,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | Convertible Note Agreement [Member] | |||||||||||||||||||||||
Due to related party | $ 2,000,000 | ||||||||||||||||||||||
Maturity date | Apr. 11, 2021 | ||||||||||||||||||||||
Notes interest rate | 20.00% | ||||||||||||||||||||||
Debt principal balance | $ 30,000 | ||||||||||||||||||||||
Payments of principal and interest | $ 117,611 | ||||||||||||||||||||||
Debt conversion percentage | 18.00% | ||||||||||||||||||||||
Holder [Member] | Convertible Note Agreement [Member] | |||||||||||||||||||||||
Debt principal balance | $ 100,000 | ||||||||||||||||||||||
Conversion price per share | $ 11.81 | ||||||||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||||||||
Repayment of related party debt | $ 50,000 | ||||||||||||||||||||||
Due to related party | $ 500,000 | ||||||||||||||||||||||
Maturity date | Jan. 3, 2021 | ||||||||||||||||||||||
Notes interest rate | 20.00% | ||||||||||||||||||||||
Promissory Notes [Member] | Spouse of Company's CEO [Member] | |||||||||||||||||||||||
Repayment of related party debt | $ 220,000 | $ 930,000 | |||||||||||||||||||||
Promissory notes payable | 1,150,000 | $ 1,150,000 | $ 220,000 | ||||||||||||||||||||
Proceeds from promissory notes | $ 1,050,000 | ||||||||||||||||||||||
Debt original issue discount | $ 20,000 | $ 100,000 | |||||||||||||||||||||
Amortization of debt discount | 0 | 26,383 | |||||||||||||||||||||
Accrued interest payable | 173,692 | 83,445 | |||||||||||||||||||||
Promissory Notes 1 [Member] | |||||||||||||||||||||||
Notes interest rate | 18.00% | ||||||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||||||
Interest expense, related party debt | 174,947 | 222,328 | |||||||||||||||||||||
Debt original issue discount | 83,548 | 2,210,950 | |||||||||||||||||||||
Debt principal balance | $ 1,062,764 | 5,459,909 | |||||||||||||||||||||
Conversion price per share | $ 2.50 | ||||||||||||||||||||||
Convertible notes payable | $ 979,216 | 3,634,344 | |||||||||||||||||||||
Warrant to purchase shares of common stock | 1,015,000 | ||||||||||||||||||||||
Gain (loss) on debt extinguishment, net | $ 3,669,367 | ||||||||||||||||||||||
Debt original amount | 1,164,220 | ||||||||||||||||||||||
Fair value of warrants | $ 2,505,147 | ||||||||||||||||||||||
Number of shares issued | 1,015,000 | ||||||||||||||||||||||
Former Majority Owner [Member] | |||||||||||||||||||||||
Acquired balance due from former majority owner | $ 14,019 | ||||||||||||||||||||||
Payment of cash acquired | 489,174 | ||||||||||||||||||||||
Cash paid for acquisition | 489,174 | ||||||||||||||||||||||
Repayment of related party debt | 35,000 | 130,000 | $ 216,155 | ||||||||||||||||||||
Due to related party | 94,000 | 129,000 | |||||||||||||||||||||
Employee [Member] | |||||||||||||||||||||||
Due to related party | 0 | 88,000 | |||||||||||||||||||||
Advances to related party | 88,000 | ||||||||||||||||||||||
Interest expense, related party debt | 57,200 | ||||||||||||||||||||||
Prime EFS, Shypdirect and Frank Mazzola [Member] | |||||||||||||||||||||||
Repayment of related party debt | 163,000 | ||||||||||||||||||||||
Advances to related party | 75,000 | ||||||||||||||||||||||
Former Employee [Member] | Prime EFS, LLC [Member] | |||||||||||||||||||||||
Due to related party | 0 | $ 25,000 | |||||||||||||||||||||
Advances to related party | 25,000 | ||||||||||||||||||||||
Interest expense, related party debt | $ 27,500 | ||||||||||||||||||||||
Individual [Member] | Convertible Note Agreement [Member] | |||||||||||||||||||||||
Due to related party | $ 500,000 | ||||||||||||||||||||||
Maturity date | Apr. 11, 2021 | ||||||||||||||||||||||
Notes interest rate | 20.00% | ||||||||||||||||||||||
Debt principal balance | $ 7,500 | ||||||||||||||||||||||
Payments of principal and interest | $ 31,902 | ||||||||||||||||||||||
Debt conversion percentage | 18.00% | ||||||||||||||||||||||
Holder [Member] | Convertible Note Agreement [Member] | |||||||||||||||||||||||
Debt principal balance | $ 100,000 | ||||||||||||||||||||||
Conversion price per share | $ 1.37 |
Debt Extinguishment (Details Na
Debt Extinguishment (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |||
Gain (loss) on debt extinguishment, net | $ 237,665 | $ 7,847,073 | $ 39,090,168 |
Debt Extinguishment - Schedule
Debt Extinguishment - Schedule of Gain on Debt Extinguishment (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |||
Gain from reversal of derivative liabilities on Modification Date or repayment date (note 6 for 2020 and note 8 for 2019) | $ 45,731,614 | $ 62,087,818 | |
Loss upon conversion of debt related to difference between conversion price and market price on shares issued (note 8) | (36,271,137) | ||
Fair value of shares related to settlement of debt and warrants (note 8) | (1,252,772) | ||
Loss from conversion of debt and warrants to Series D preferred stock (note 6 and 8) | (239,678) | ||
Loss from settlement of debt (note 8) | (259,587) | ||
Gain from settlement of accounts payable | 138,633 | ||
Fair value of common shares issued on Modification Date (note 10) | (17,934,000) | ||
Fair value of warrants issued on modification dates (note 10) | (3,620,498) | ||
Conversion inducement expense (note 10) | (1,164,220) | ||
Write-off of remaining debt discount | (1,165,358) | ||
Reversal of put premium on stock-settled debt related to cancellation of conversion terms (note 8) | 385,385 | ||
Reduction of principal and interest balances due | 501,041 | ||
Gain (loss) on debt extinguishment, net | $ 237,665 | $ 7,847,073 | $ 39,090,168 |
Operating Lease Right-of-Use _3
Operating Lease Right-of-Use ('ROU') Assets and Operating Lease Liabilities (Details Narrative) - USD ($) | Nov. 30, 2018 | Jul. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Operating lease, right-of-use assets | $ 1,445,274 | $ 1,750,430 | |||||
Operating lease, lease liabilities | 1,483,460 | 1,773,384 | |||||
Operating lease, rent expense | 651,806 | 419,249 | |||||
Sublease income | $ 376,750 | ||||||
Minimum [Member] | |||||||
Lease liability, discount rate | 10.00% | ||||||
Maximum [Member] | |||||||
Lease liability, discount rate | 12.00% | ||||||
ASU 2016-02 [Member] | |||||||
Operating lease, right-of-use assets | 1,352,597 | $ 631,723 | |||||
Operating lease, lease liabilities | 1,352,597 | $ 631,723 | |||||
Lease Agreement [Member] | |||||||
Operating lease, expiration date | Nov. 30, 2023 | Feb. 28, 2024 | Dec. 31, 2023 | ||||
Operating lease, monthly rent | $ 6,000 | $ 10,000 | |||||
Payments for security deposit | $ 20,000 | $ 28,000 | |||||
Operating lease, renewal term | 4 years 6 months | ||||||
Lease Agreement [Member] | From Lease Commencement Date to Last Day of Second Lease Year [Member] | |||||||
Operating lease, monthly rent | $ 14,000 | ||||||
Lease Agreement [Member] | Twenty Fifth Month of Commencement Date [Member] | |||||||
Operating lease, monthly rent | $ 10,500 | $ 14,420 | |||||
Lease Agreement 1 [Member] | |||||||
Operating lease, expiration date | Aug. 31, 2024 | ||||||
Operating lease, monthly rent | $ 18,000 | ||||||
Payments for security deposit | $ 18,000 | ||||||
Operating lease, renewal term | 5 years | ||||||
Lease Agreement 1 [Member] | Twenty Fifth Month of Commencement Date [Member] | |||||||
Lease description | Increase by 3% each lease year |
Operating Lease Right-of-Use _4
Operating Lease Right-of-Use ('ROU') Assets and Operating Lease Liabilities - Schedule of Right of Use Asset (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Office leases right of use assets | $ 1,984,320 | $ 1,984,320 |
Less: accumulated amortization into rent expense | (539,046) | (233,890) |
Balance of ROU assets as of end of period | $ 1,445,274 | $ 1,750,430 |
Operating Lease Right-of-Use _5
Operating Lease Right-of-Use ('ROU') Assets and Operating Lease Liabilities - Schedule of Operating Lease Liability Related to ROU Asset (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Lease liabilities related to office leases right of use assets | $ 1,483,460 | $ 1,773,384 |
Less: current portion of lease liabilities | (380,843) | (333,126) |
Lease liabilities - long-term | $ 1,102,617 | $ 1,440,258 |
Operating Lease Right-of-Use _6
Operating Lease Right-of-Use ('ROU') Assets and Operating Lease Liabilities - Schedule of Lease Payments Due Under Operating Leases (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 519,745 | |
2022 | 530,486 | |
2023 | 537,429 | |
2024 | 183,073 | |
Total minimum non-cancelable operating lease payments | 1,770,733 | |
Less: discount to fair value | (287,273) | |
Total lease liability | $ 1,483,460 | $ 1,773,384 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 120,600 | $ 31,945,598 |
Valuation allowance | $ 2,413,638 | |
Operating loss carry forward expiration year | expires on December 31, 2037 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at U.S. statutory rate | 21.00% | 21.00% |
Income tax benefit - State | 3.97% | 4.57% |
Permanent items | (19.33%) | (15.23%) |
Effect of change in valuation allowance | (5.64%) | (10.34%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 8,095,756 | $ 5,682,118 |
Less: valuation allowance | (8,095,756) | (5,682,118) |
Net deferred tax asset |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 25,826,632 | $ 31,356,251 |
In-Force Agreement [Member] | ||
Agreement expiration date | Sep. 30, 2020 | |
Sales Revenue, Net [Member] | ||
Concentration risk, percentage | 96.70% | |
Sales Revenue, Net [Member] | DSP Business And Shypdirects Mid Mile [Member] | ||
Concentration risk, percentage | 54.00% | |
Sales Revenue, Net [Member] | Shypdirect's Mid-mile and Long-haul business [Member] | ||
Concentration risk, percentage | 42.70% | |
Sales Revenue, Net [Member] | One Customer [Member] | ||
Concentration risk, percentage | 96.70% | 98.70% |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentration risk, percentage | 85.60% | 93.90% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 02, 2021 | Jan. 15, 2021 | Jan. 11, 2021 | Jun. 26, 2020 | Jan. 31, 2021 | Aug. 10, 2020 | Jun. 29, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 23, 2021 | Feb. 22, 2021 | Jan. 07, 2020 | Sep. 06, 2019 | Aug. 30, 2019 |
Number of shares of common stock upon conversion of debt | $ 3,667,696 | ||||||||||||||
Number of shares issued | 4,000,000,000 | 85,710,419 | 70,203,889 | 85,710,419 | |||||||||||
Warrants to purhase shares of common stock | 73,635,000 | 8,644,474 | |||||||||||||
Net proceeds from offerings | $ 1,163,000 | ||||||||||||||
Warrants exercise price per share | $ 0.40 | ||||||||||||||
Security deposits | $ 94,000 | $ 76,500 | |||||||||||||
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 1,467,078 | ||||||||||||||
Number of shares of common stock upon conversion of debt | $ 1,468 | ||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||
Number of shares of common stock upon conversion of debt, shares | |||||||||||||||
Number of shares of common stock upon conversion of debt | |||||||||||||||
Warrants exercise price per share | $ 0.01 | ||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||
Warrants exercise price per share | $ 0.40 | $ 2.50 | $ 3.50 | ||||||||||||
Subsequent Event [Member] | |||||||||||||||
Purchase price | $ 100,000 | ||||||||||||||
Promissory note | 192,000 | ||||||||||||||
Common stock, shares authorized | 10,000,000,000 | 4,000,000,000 | |||||||||||||
Subsequent Event [Member] | Shypdirect LLC [Member] | Ryder Truck Rental, Inc. [Member] | |||||||||||||||
Sought damages value | $ 2,871,272 | ||||||||||||||
Contingent liability | 2,871,272 | ||||||||||||||
Security deposits | 164,565 | ||||||||||||||
Contingency loss | $ 3,035,837 | ||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Gross proceeds from offerings | $ 1,330,000 | ||||||||||||||
Shares issued, price per share | $ 11.67 | ||||||||||||||
Transaction fees | $ 137,000 | ||||||||||||||
Net proceeds from offerings | $ 1,193,000 | ||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||
Warrants to purhase shares of common stock | 152,000,000 | ||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Warrants to purhase shares of common stock | 1,334 | ||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Securities Purchase Agreement [Member] | Placement Agent [Member] | |||||||||||||||
Warrants to purhase shares of common stock | 30,400,000 | ||||||||||||||
Warrants exercise price per share | $ 0.01 | ||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series E Preferred Stock [Member] | |||||||||||||||
Number of shares issued | 113,943 | ||||||||||||||
Warrants exercise price per share | $ 0.01 | ||||||||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Shypdirect LLC [Member] | Double D Trucking, Inc. [Member] | |||||||||||||||
Purchase price | 100,000 | ||||||||||||||
Promissory note | $ 400,000 | ||||||||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||||||||||||
Number of shares of common stock upon conversion of debt, shares | 15,454,545 | ||||||||||||||
Number of shares of common stock upon conversion of debt | $ 170,000 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - Subsequent Event [Member] | Jan. 15, 2021USD ($) |
Transportation vehicles | $ 328,000 |
Equipment | 20,000 |
Customer relationship | 344,000 |
Total assets acquired at fair value | 692,000 |
Notes payable | (192,000) |
Net asset acquired | 500,000 |
Cash paid | 100,000 |
Promissory note | 400,000 |
Total purchase consideration paid | $ 500,000 |