Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | GBT Technologies Inc. | |
Entity Central Index Key | 0001471781 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity File Number | 000-54530 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity Common Stock, Shares Outstanding | 232,329,826 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash | $ 252,049 | $ 59,634 | |
Other receivable | 475,170 | ||
Marketable equity security | 500,500 | 1,000,000 | |
Assets of discontinued operations | 206,809 | ||
Total current assets | 1,227,719 | 1,266,443 | |
Property and equipment, net | 0 | 0 | |
Note receivable | 100,214 | ||
Convertible note receivable | 4,000,000 | ||
Total assets | 1,327,933 | 5,266,443 | |
Current liabilities: | |||
Accounts payable and accrued expenses (including related parties of $251,833 and $334,000) | 2,829,492 | 1,814,609 | |
Accrued settlement | 4,090,057 | 4,090,057 | |
Convertible notes payable, net of discount of $577,931 and $0 | 3,011,123 | ||
Note payable, net of discount of $0 and $47,671 | 2,600,988 | 5,923,590 | |
Derivative liability | 3,197,367 | ||
Liabilities of discontinued operations | 1,151,073 | ||
Total current liabilities | 15,729,027 | 12,979,329 | |
Convertible notes payable | 10,153,600 | 11,000,000 | |
Note payable | 149,012 | 0 | |
Total liabilities | 26,031,639 | 23,979,329 | |
Contingencies | |||
Stockholders' Deficit: | |||
Common stock, $0.00001 par value; 100,000,000,000 shares authorized; 212,329,826 and 16,536,351 shares issued and outstanding at September 30, 2020 and December 31, 2019 | 6,268 | 4,310 | |
Treasury stock, at cost; 1,040 shares at December 31, 2019 and 2018 | (643,059) | (643,059) | |
Stock loan receivable | (7,610,147) | (7,610,147) | |
Additional Paid In Capital | 250,129,185 | 242,192,461 | |
Accumulated deficit | (266,585,953) | (252,656,451) | |
Total stockholders' deficit | (24,703,706) | (18,712,886) | |
Total liabilities and stockholders' deficit | 1,327,933 | 5,266,443 | |
Series B Convertible Preferred Stock [Member] | |||
Stockholders' Deficit: | |||
Preferred stock value | [1] | ||
Series C Convertible Preferred Stock [Member] | |||
Stockholders' Deficit: | |||
Preferred stock value | [2] | ||
Series D Convertible Preferred Stock [Member] | |||
Stockholders' Deficit: | |||
Preferred stock value | [3] | ||
Series G Convertible Preferred Stock [Member] | |||
Stockholders' Deficit: | |||
Preferred stock value | [4] | ||
Series H Convertible Preferred Stock [Member] | |||
Stockholders' Deficit: | |||
Preferred stock value | [5] | ||
[1] | Series B Preferred stock, $0.00001 par value; 20,000,000 shares authorized; 45,000 and 45,000 shares issued and outstanding at September 30, 2020 and December 31, 2019 | ||
[2] | Series C Preferred stock, $0.00001 par value; 10,000 shares authorized; 700 and 700 shares issued and outstanding at September 30, 2020 and December 31, 2019 | ||
[3] | Series D Preferred stock, $0.00001 par value; 100,000 shares authorized; 0 and 0 shares issued and outstanding at September 30, 2020 and December 31, 2019 | ||
[4] | Series G Preferred stock, $0.00001 par value; 2,000,000 shares authorized; 0 and 0 shares issued and outstanding at September 30, 2020 and December 31, 2019 | ||
[5] | Series H Preferred stock, $0.00001 par value ($500.00 stated value); 40,000 shares authorized; 20,000 and 20,000 shares issued and outstanding at September 30, 2020 and December 31, 2019 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts payable and accrued expenses related party | $ 251,833 | $ 334,000 |
Discount | 577,931 | 0 |
Note payable discount | $ 0 | $ 47,671 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized | 100,000,000,000 | 100,000,000,000 |
Common stock, issued | 212,329,826 | 16,536,351 |
Common stock, outstanding | 212,329,826 | 16,536,351 |
Treasury stock | 1,040 | 1,040 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 45,000 | 45,000 |
Preferred stock, outstanding | 45,000 | 45,000 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized | 10,000 | 10,000 |
Preferred stock, issued | 700 | 700 |
Preferred stock, outstanding | 700 | 700 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized | 100,000 | 100,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Series G Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized | 2,000,000 | 2,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Series H Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized | 40,000 | 40,000 |
Preferred stock, issued | 20,000 | 20,000 |
Preferred stock, outstanding | 20,000 | 20,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Sales - related party | $ 45,000 | $ 45,000 | $ 135,000 | $ 135,000 |
Operating expenses: | ||||
General and administrative expenses | 446,745 | 122,236,998 | 1,374,564 | 126,286,781 |
Marketing expenses | 6,045 | 82,770 | 30,100 | 800,594 |
Acquisition costs | 150,000 | |||
Impairment of assets | 5,500,000 | |||
Total operating expenses | 452,790 | 122,319,768 | 6,904,664 | 127,237,375 |
Loss from operations | (407,790) | (122,274,768) | (6,769,664) | (127,102,375) |
Other income (expense): | ||||
Amortization of debt discount | (1,163,905) | (4,165,716) | (3,881,423) | (6,745,837) |
Change in fair value of derivative liability | 1,653,200 | 88,275,752 | 612,829 | (13,614,981) |
Interest expense and financing costs | (500,351) | (490,265) | (2,201,915) | (6,414,500) |
Unrealized gain (loss) on marketable equity security | (683,548) | (792,405) | (769,500) | (6,475,317) |
Realized gain (loss) on disposal of marketable equity security | (224,830) | (3,673,595) | (474,830) | (90,683) |
Loss on exchange of assets | (1,430,000) | |||
Equity income (loss) in investment | 620,127 | 583,568 | ||
Interest income | 214 | 93,750 | 214 | 281,250 |
Total other income (expense) | (919,220) | 79,867,648 | (8,144,625) | (32,476,500) |
Loss before income taxes | (1,327,010) | (42,407,120) | (14,914,289) | (159,578,875) |
Income tax expense | ||||
Loss from continuing operations | (1,327,010) | (42,407,120) | (14,914,289) | (159,578,875) |
Discontinued operations: | ||||
Loss from operations of discontinued operations | (377,731) | (16,924) | (957,211) | |
Gain on disposition of discontinued operations | 1,001,711 | 1,381,803 | 1,001,711 | 1,381,803 |
Loss from discontinued operations, net | 1,001,711 | 1,004,072 | 984,787 | 424,592 |
Net loss | $ (325,299) | $ (41,403,048) | $ (13,929,502) | $ (159,154,283) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 185,595,024 | 2,126,620 | 134,674,991 | 2,093,473 |
Net loss per share (basic and diluted): | ||||
Continuing operations | $ (0.01) | $ (19.94) | $ (0.11) | $ (76.23) |
Discontinued operations | 0.01 | 0.47 | 0.01 | 0.2 |
Net loss per share basic and diluted | $ 0 | $ (19.47) | $ (0.10) | $ (76.02) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Series G Convertible Preferred Stock | Series H Convertible Preferred Stock | Common Stock | Treasury Stock | Stock Loan Receivable [Meber] | Additional Paid-In Capital | Accumulated Deficit | Total |
Balances at beginning at Dec. 31, 2018 | $ 3,822 | $ (643,059) | $ 81,306,958 | $ (66,151,332) | $ 14,516,389 | ||||||
Balances at beginning (in shares) at Dec. 31, 2018 | 45,000 | 700 | 1,822,243 | 1,040 | |||||||
Common stock issued for services | $ 3 | 134,697 | 134,700 | ||||||||
Common stock issued for services (in shares) | 3,000 | ||||||||||
Common stock issued for conversion of convertible debt and accrued interest | $ 52 | 982,202 | 982,254 | ||||||||
Common stock issued for conversion of convertible debt and accrued interest (in shares) | 51,586 | ||||||||||
Common stock issued for stock loan | $ 200 | (7,610,147) | 7,609,947 | ||||||||
Common stock issued for stock loan (in shares) | 200,267 | ||||||||||
Stock options issued for services | 694,816 | 694,816 | |||||||||
Stock options issued for services (in shares) | |||||||||||
Fair value of beneficial conversion feature of converted/debt repaid | 2,018,302 | 2,018,302 | |||||||||
Relative fair value of warrants issued with convertible debt | 1,634,760 | 1,634,760 | |||||||||
Net loss | (8,105,860) | (8,105,860) | |||||||||
Balances at ending at Mar. 31, 2019 | $ 4,077 | $ (643,059) | (7,610,147) | 94,381,682 | (74,257,192) | 11,875,361 | |||||
Balances at ending (in shares) at Mar. 31, 2019 | 45,000 | 700 | 2,077,096 | 1,040 | |||||||
Balances at beginning at Dec. 31, 2018 | $ 3,822 | $ (643,059) | 81,306,958 | (66,151,332) | 14,516,389 | ||||||
Balances at beginning (in shares) at Dec. 31, 2018 | 45,000 | 700 | 1,822,243 | 1,040 | |||||||
Balances at ending at Sep. 30, 2019 | $ 4,164 | $ (643,059) | (7,610,147) | 225,892,607 | (225,305,615) | (7,662,050) | |||||
Balances at ending (in shares) at Sep. 30, 2019 | 45,000 | 700 | 20,000 | 1,970,137 | 1,040 | ||||||
Balances at beginning at Mar. 31, 2019 | $ 4,077 | $ (643,059) | (7,610,147) | 94,381,682 | (74,257,192) | 11,875,361 | |||||
Balances at beginning (in shares) at Mar. 31, 2019 | 45,000 | 700 | 2,077,096 | 1,040 | |||||||
Common stock issued for services | $ 7 | 101,193 | 101,200 | ||||||||
Common stock issued for services (in shares) | 6,500 | ||||||||||
Common stock issued for penalty | $ 59 | 975,006 | 975,065 | ||||||||
Common stock issued for penalty (in shares) | 59,820 | ||||||||||
Common stock issued for conversion of convertible debt and accrued interest | $ 23 | 437,857 | 437,880 | ||||||||
Common stock issued for conversion of convertible debt and accrued interest (in shares) | 23,176 | ||||||||||
Series H preferred stock issued for acquisition | 10,000,000 | 10,000,000 | |||||||||
Series H preferred stock issued for acquisition (in shares) | 20,000 | ||||||||||
Stock options issued for services | 71,988 | 71,988 | |||||||||
Stock options issued for services (in shares) | |||||||||||
Fair value of beneficial conversion feature of converted/debt repaid | 246,276 | 246,276 | |||||||||
Net loss | (109,645,375) | (109,645,375) | |||||||||
Balances at ending at Jun. 30, 2019 | $ 4,166 | $ (643,059) | (7,610,147) | 106,214,002 | (183,902,567) | (85,937,605) | |||||
Balances at ending (in shares) at Jun. 30, 2019 | 45,000 | 700 | 20,000 | 2,166,592 | 1,040 | ||||||
Rounding of shares due to stock split | |||||||||||
Rounding of shares due to stock split (in shares) | 3,545 | ||||||||||
Cancellation of shares for exchange of Mobiquity shares | $ (2) | (797,998) | (798,000) | ||||||||
Cancellation of shares for exchange of Mobiquity shares (in shares) | (200,000) | ||||||||||
Fair value of warrant issued | 120,476,603 | 120,476,603 | |||||||||
Net loss | (41,403,048) | (41,403,048) | |||||||||
Balances at ending at Sep. 30, 2019 | $ 4,164 | $ (643,059) | (7,610,147) | 225,892,607 | (225,305,615) | (7,662,050) | |||||
Balances at ending (in shares) at Sep. 30, 2019 | 45,000 | 700 | 20,000 | 1,970,137 | 1,040 | ||||||
Balances at beginning at Dec. 31, 2019 | $ 4,310 | $ (643,059) | (7,610,147) | 242,192,461 | (252,656,451) | (18,712,886) | |||||
Balances at beginning (in shares) at Dec. 31, 2019 | 45,000 | 700 | 20,000 | 16,536,351 | 1,040 | ||||||
Common stock issued for conversion of convertible debt | $ 455 | 509,434 | 509,889 | ||||||||
Common stock issued for conversion of convertible debt (in shares) | 45,580,989 | ||||||||||
Common stock issued for joint venture | $ 1,000 | 5,499,000 | 5,500,000 | ||||||||
Common stock issued for joint venture (in shares) | 100,000,000 | ||||||||||
Fair value of beneficial conversion feature of converted | 1,021,001 | 1,021,001 | |||||||||
Net loss | (10,007,840) | (10,007,840) | |||||||||
Balances at ending at Mar. 31, 2020 | $ 5,765 | $ (643,059) | (7,610,147) | 249,221,896 | (262,664,291) | (21,689,836) | |||||
Balances at ending (in shares) at Mar. 31, 2020 | 45,000 | 700 | 20,000 | 162,117,340 | 1,040 | ||||||
Common stock issued for conversion of convertible debt | $ 149 | 114,851 | 115,000 | ||||||||
Common stock issued for conversion of convertible debt (in shares) | 14,873,256 | ||||||||||
Fair value of beneficial conversion feature of converted | 146,151 | 146,151 | |||||||||
Net loss | (3,596,363) | (3,596,363) | |||||||||
Balances at ending at Jun. 30, 2020 | $ 5,914 | $ (643,059) | (7,610,147) | 249,482,898 | (266,260,654) | (25,025,048) | |||||
Balances at ending (in shares) at Jun. 30, 2020 | 45,000 | 700 | 20,000 | 176,990,596 | 1,040 | ||||||
Common stock issued for conversion of convertible debt | $ 354 | 337,836 | 338,190 | ||||||||
Common stock issued for conversion of convertible debt (in shares) | 35,339,230 | ||||||||||
Fair value of beneficial conversion feature of converted | 308,451 | 308,451 | |||||||||
Net loss | (325,299) | (325,299) | |||||||||
Balances at ending at Sep. 30, 2020 | $ 6,268 | $ (643,059) | $ (7,610,147) | $ 250,129,185 | $ (266,585,953) | $ (24,703,706) | |||||
Balances at ending (in shares) at Sep. 30, 2020 | 45,000 | 700 | 20,000 | 212,329,826 | 1,040 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (13,929,502) | $ (159,154,283) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 46,363 | 83,750 |
Amortization of intangible assets | 358,266 | |
Amortization of debt discount | 3,881,423 | 6,745,837 |
Change in fair value of derivative liability | (612,829) | 13,614,981 |
Financing cost | 945,916 | 4,356,699 |
Shares issued for services | 235,900 | |
Shares issued for penalty | 975,065 | |
Convertible note issued for penalty | 242,712 | |
Warrant issued for services | 766,804 | |
Fair value of warrants issued in accordance with anit-dilution | 120,476,603 | |
Impairment of assets | 5,500,000 | |
Unrealized (gain) loss on market equity security | 769,500 | 6,475,317 |
Realized gain on disposal ofmarket equity security | 474,830 | 90,683 |
Loss on exchange of assets | 1,430,000 | |
Equity loss in investment | (583,568) | |
Gain on disposition of discontinued operations | (1,001,711) | (1,381,803) |
Convertible note receivable exchanged for services | 200,000 | 1,000,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,674 | (526,961) |
Other receivable | 100,000 | |
Prepaid expenses | (265,250) | |
Accounts payable and accrued expenses | 1,408,711 | 1,460,086 |
Unearned revenue | (5,539) | |
Due to Guardian, LLC | (702,483) | |
Net cash used in operating activities | (542,913) | (5,979,896) |
Cash Flows From Investing Activities: | ||
Purchase of property and equipment | (4,200) | (13,321) |
Cash paid for investment | (1,200,000) | |
Cash of discontinued operations | (227,571) | (270,947) |
Cash from the sale of marketable equity security | 336,000 | |
Net cash used in investing activities | (231,771) | (1,148,268) |
Cash Flows From Financing Activities: | ||
Issuance of convertible notes | 648,460 | 3,000,000 |
Issuance of note payable | 318,639 | 2,553,817 |
Payment on note payable | (99,256) | |
Net cash provided by financing activities | 967,099 | 5,454,561 |
Net increase (decrease) in cash | 192,415 | (1,673,603) |
Cash, beginning of period | 59,634 | 1,863,510 |
Cash, end of period | 252,049 | 189,907 |
Cash paid for interest | 744 | |
Cash paid for income taxes | ||
Supplemental non-cash investing and financing activities | ||
Debt discount | 4,411,683 | 3,636,000 |
Transfer of derivative liability to equity | 1,475,603 | 2,264,578 |
Convertible notes issued for notes payable and accrued interest | 3,738,171 | |
Common stock issued for convertible notes and accrued interest | $ 963,079 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation Organization and Line of Business GBT Technologies Inc. (formerly Gopher Protocol Inc.) (the “Company”, “GBT”, “GTCH”) was incorporated on July 22, 2009 under the laws of the State of Nevada. The Company is targeting growing markets such as development of Internet of Things (IoT) and Artificial Intelligence (AI) enabled networking and tracking technologies, including wireless mesh network technology platform and fixed solutions, development of an intelligent human body vitals device, asset-tracking IoT, and wireless mesh networks. Effective August 5, 2019, the Company changed its name from Gopher Protocol Inc. to GBT Technologies Inc. The Company derived revenues from (i) the provision of IT services; and (ii) from the licensing of its technology. The unaudited condensed consolidated financial statements are prepared by the Company, pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America were omitted pursuant to such rules and regulations. The results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results expected for the year ending December 31, 2020. Basis of Presentation The accompanying condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Stock Splits On August 5, 2019, the Company effectuated a 1 for 100 reverse stock split. The share and per share information has been retroactively restated to reflect this reverse stock split. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit of $266,585,953 and has a working capital deficit of $14,501,308 as of September 30, 2020, and is in default on a note payable and other obligations, which raises substantial doubt about its ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through some private placement offerings of debt and equity securities. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity 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. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying financial statements include useful lives of property and equipment, valuation of beneficial conversion feature, debt discounts, valuation of derivatives, and the valuation allowance on deferred tax assets. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries; the Company’s 50% owned subsidiaries GBT BitSpeed Corp. and GBT Tokenize Corp; Gopher Protocol UK Limited (currently inactive); the Company’s 50% owned subsidiary, Gopher Protocol Costa Rica Sociedad De Responabilidad Limitada (currently inactive), a wholly owned Altcorp Trading LLC, a Costa Rica company (“AltCorp”) and Greenwich International Holdings, a Costa Rica corporation (“Greenwich”). All significant intercompany transactions and balances have been eliminated. Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly-liquid debt instruments with original maturities of three months or less. As of September 30, 2020 and December 31, 2019, the Company did not have any cash equivalents. Property and Equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Furniture 7 years Computers and equipment 3 years POSA machines 3 years Long-Lived Assets The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment Marketable Equity Securities The Company accounts for marketable equity securities in accordance with ASC Topic 321, Investments – equity securities. Note Receivable Note receivable consists of a promissory note received in connection with the sale of Ugopherservices (see Note 3). The note is due on December 31, 2021 and accrues interest at 6% per annum. Derivative Financial Instruments The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of September 30, 2020, the Company’s only derivative financial instrument was an embedded conversion feature associated with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage of the Company’s stock price at the date of conversion. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging For certain financial instruments, the carrying amounts reported in the balance sheets for cash and current liabilities, including convertible notes payable, each qualify as a financial instrument, and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The Company uses Level 2 inputs for its valuation methodology for derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. At September 30, 2020 and December 31, 2019, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Fair Value Fair Value Measurements at As of September 30, 2020 September 30, Using Fair Value Hierarchy Description 2020 Level 1 Level 2 Level 3 Marketable equity security - Surge Holdings, Inc. $ 500,500 $ - $ 500,500 $ - Conversion feature on convertible notes $ 3,197,367 $ - $ 3,197,367 $ - Fair Value Fair Value Measurements at As of December 31, 2019 December 31, Using Fair Value Hierarchy Description 2019 Level 1 Level 2 Level 3 Marketable equity security - Surge Holdings, Inc. $ 1,000,000 $ - $ 1,000,000 $ - Treasury Stock Treasury stock is recorded at cost. The re-issuance of treasury shares is accounted for on a first in, first-out basis and any difference between the cost of treasury shares and the re-issuance proceeds are charged or credited to additional paid-in capital. Stock Loan Receivable On January 8, 2019, the Company entered into a Stock Pledge Agreement with Latin American Exchange Latinex Casa de Cambio, S.A., a Costa Rica corporation (“Latinex”), to provide that Latinex may maintain its required regulatory capital as required by various regulators. The Company has pledged 200,267 restricted shares of its common stock valued at $7,610,147 (based on the closing price on the grant date) for a term of three years in consideration of an annual payment of $375,000 paid in quarterly installments of $93,750. In lieu of cash payment, Latinex may pay the Company in virtual currency of WISE Network S.A. valued at a 50% discount of its offering price of $10 per token. In the event that Latinex’s required capital has decreased below $5,000,000, Latinex is permitted to sell the pledged shares of common stock only in an amount to ensure that Latinex can satisfy the required capital levels. The Company must consent to such sale of the shares of common stock, which may not be unreasonably withheld. Upon expiration of the agreement, the remaining shares of common stock shall be returned to the Company free and clear of all liens. The Company has recorded the value of these shares of common stock as a stock loan receivable which is presented as a contra-equity account in the accompanying consolidated balance sheets. At December 31, 2019, the Company wrote off the accrued interest income as Latinex did not perform any payment and the Company has no mean to enforce this payment. Latinex agreed in principal to return the pledged 200,267 restricted shares to the Company for cancellation. The 200,267 restricted shares have not yet been returned to the Company as of September 30, 2020. Revenue Recognition Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Topic 606 Topic 606. Topic 605, Revenue Recognition Revenue from providing IT services are recognized under Topic 606 ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: ● IT services - revenue is recorded on a monthly basis as services are provided; and ● License fees and Royalties – revenue is recognized based on the terms of the agreement with its customer. Unearned revenue Unearned revenue represents the net amount received for the purchase of products that have not seen shipped to the Company’s customers. In 2018, the Company ran pre-sales efforts for its pet tracker product and received prepayments for its product. In addition, during 2018, the Company received $200,000 in connection with an intellectual property license and royalty agreement (see Note 14). At December 31, 2019, the Company determined that the unearned revenue would not likely result in the recognition of revenue; therefore, $249,094 of unearned revenue was reclassified to accrued expenses at September 30, 2020 and December 31, 2019. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share September 30, December 31, 2020 2019 Series B preferred stock 30 30 Series C preferred stock 8 8 Series H preferred stock 1,000,000 1,000,000 Warrants 19,650,167 19,654,167 Convertible notes 530,418,839 1,100,000 Total 551,069,044 21,754,205 Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of September 30, 2020, through the date which the condensed consolidated financial statements are issued. Based upon the review, other than described in Note 16 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Recent Accounting Pronouncements In June 2018, the FASB issued Accounting Standards Update (“ASU”) ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 3 – Discontinued Operations On September 18, 2020, the Company entered into a Purchase and Sale Agreement with Mr. LightHouse LTD . On September 30, 2019, the Company entered into an Asset Purchase Agreement with Surge Holdings, Inc., a Nevada corporation (“SURG”) pursuant to which the Company agreed to sell and assign to SURG all the assets and certain specified liabilities of its ECS Prepaid, Electronic Check Services and the Central State Legal Services businesses in consideration of $5,000,000 to be paid through the issuance of 3,333,333 shares of SURG’s common stock and a convertible promissory note in favor of the Company in the principal amount of $4,000,000. The 3,333,333 shares of SURG’s common stock have been pledged to a third party for providing working capital needs of the Company (See Note 8). UGO, ECS Prepaid, Electronic Check Services and the Central State Legal Services businesses have been presented as discontinued operations on the accompanying financial statements. The operating results for UGO, ECS Prepaid, Electronic Check Services and the Central State Legal Services have been presented in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019 as discontinued operations and are summarized below: Three Months Ended 2020 2019 Revenue $ - $ 12,346,952 Cost of revenue - 11,995,731 Gross Profit - 351,221 Operating expenses - 728,952 Loss from operations - (377,731 ) Other income (expenses) - - Net loss $ - $ (377,731 ) Nine Months Ended 2020 2019 Revenue $ 8,291,842 $ 38,082,039 Cost of revenue 7,900,122 36,905,872 Gross Profit 391,720 1,176,167 Operating expenses 408,644 2,133,375 Loss from operations (16,924 ) (957,208 ) Other income (expenses) - (3 ) Net loss $ (16,924 ) $ (957,211 ) The assets and liabilities of the discontinued operations at September 30, 2020 and December 31, 2019 are summarized below: September 30, December 31, 2020 2019 Current assets $ - $ 89,123 Property and equipment - 117,686 Total assets $ - $ 206,809 Current liabilities $ - $ 1,151,073 Total liabilities $ - $ 1,151,073 As a result of these transaction, the Company recognized a gain on the disposition of discontinued operations of $1,001,711 and $1,381,803 for the nine months ended September 30, 2020 and 2019, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 4 - Property and Equipment, Net Property and equipment consisted of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Furniture $ 9,430 $ 9,430 Computers and equipment 12,539 12,539 21,969 21,969 Less accumulated depreciation (21,969 ) (21,969 ) Property and equipment, net $ - $ - |
Investment in. Surge Holdings,
Investment in. Surge Holdings, Inc. and Mobiquity Technologies, Inc. ; Convertible Note Receivable | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Investment in. Surge Holdings, Inc. and Mobiquity Technologies, Inc. ; Convertible Note Receivable | Note 5 – Investment in. Surge Holdings, Inc. and Mobiquity Technologies, Inc.; Convertible Note Receivable Surge Holdings, Inc. On September 30, 2019, the Company entered into an Asset Purchase Agreement with Surge Holdings, Inc., a Nevada corporation (“SURG”) pursuant to which the Company agreed to sell and assign to SURG, all the assets and certain specified liabilities, of its ECS Prepaid, Electronic Check Services and the Central State Legal Services businesses in consideration of $5,000,000 to be paid through the issuance of 3,333,333 shares of SURG’s common stock (See Note 8 for pledge to third party) and a convertible promissory note in favor of the Company in the principal amount of $4,000,000 (the “SURG Note”), convertible into SURG’s shares of common stock following the six-month anniversary of the issuance date. The conversion price of the SURG Note is the volume weighted-average price of SURG’s common stock over the 20 trading days prior to the conversion; provided, however, the conversion price shall never be lower than $0.10 or higher than $0.70. The Company has agreed to restrict its ability to convert the SURG Note and receive shares of common stock such that the number of shares of common stock held by it in the aggregate and its affiliates after such conversion does not exceed 4.99% of the then issued and outstanding shares of common stock. The SURG Note is payable by SURG to the Company on the 18-month anniversary of the issuance date and does not bear interest. On or about June 23, 2020, the Company and AltCorp entered into agreements with SURG and Glen Eagles Acquisition LP (“Glen”) into series of agreements regarding the $4,000,000 SURG Note for which the SURG Note has been converted in full into 5,500,000 restricted stock of SURG (“Issued Shares”) along with an additional 22,000,000 SURG shares reserved for the benefit of the Company’s subsidiary as a true up of shares to secure the value of the Issued Shares as $2,750,000. The Company agreed that the Issued Shares will be restricted for a year. As a result of the exchange of $2,750,000 of the SURG Note for 5,500,000 shares of SURG common stock, the Company recognized a loss of $1,430,000. Glen converted in full its $1,000,000 convertible note that was issued by the Company on July 8, 2019, plus $50,000 of accrued interest into $1,050,000 of a SURG Note via an assignment of a portion ($1,050,000 of a $4,000,000 face value) of the $4,000,000 SURG Note. In addition, the Company entered into a consulting agreement with Glen for which the Company shall pay to Glen $200,000 via an assignment of a portion ($200,000 of a $4,000,000 face value) of the $4,000,000 SURG Note. (See Note 8) Glen in turn will convert all its $1,250,000 considerations received into 2,500,000 SURG shares. On or about June 23, 2020, Stanley Hills LLC (“Stanley”) which holds a pledge of 3,333,333 shares of SURG common stock (See Note 8) via its manager/member (“Stanley’s Member”), acting as an agent for the Company, entered into an agreement with SURG, its transfer agent and an escrow officer for which it was agreed that 3,333,333 SURG shares will be cancelled for consideration of up to $700,000. Between sales to SURG and to a third party, the amount of $575,170 was received into a lawyer’s trust account for the benefit of AltCorp, and 3,333,333 of SURG shares have been sent for cancelation. During the nine months ended September 30, 2020, $100,000 was paid for legal fees from the lawyer’s trust account leaving a balance of $475,170 at September 30, 2020. On August 12, 2020, the Company and its subsidiary, AltCorp, entered into a new pledge agreement with Stanley, where 5,500,000 SURG shares been pledged to Stanley to secure the debt payable by the Company to Stanley as well as mitigate the damages allegedly created by SURG. As of September 30, 2020, the Company’s investment in SURG consisted of 5,500,000 shares of SURG common stock which was valued at $500,500. (See Note 16 for Subsequent Events) Mobiquity Technologies, Inc (Divested in 2019). On September 4, 2018, the Company and Mobiquity Technologies, Inc., a New York corporation (“Mobiquity”) entered an agreement pursuant to which the parties exchanged equity interest in each of the companies. In accordance with the agreement, the Company received 1,000 shares of Mobiquity’s restricted Series AAAA Preferred Stock (the “Mobiquity Preferred Stock”) in consideration of Company’s concurrent sale and issuance to Mobiquity of 10,000,000 shares of Company’s common stock. The shares of Mobiquity Preferred Stock are convertible into an aggregate of up to 100,000,000 shares of Mobiquity common stock (the “Mobiquity Common Stock”) and 150,000,000 common stock purchase warrants (the “Mobiquity Warrants”). The Mobiquity Warrants shall have a term of 5 years from the date of grant and shall be exercisable at a price of $0.12 per share and the shares of Mobiquity Preferred Stock shall not be convertible into shares of Mobiquity Common Stock and the Mobiquity Warrants shall not be contemporaneously granted until after Mobiquity’s Board of Directors and stockholders shall have increased the authorized number of shares of Mobiquity’s common stock to a number sufficient to accommodate a reserve in the Company’s favor of 250,000,000 shares of Mobiquity’s common stock. The Mobiquity Preferred Stock shall have immediate voting rights equal to the number of shares of Mobiquity Common Stock into which they may be converted, not including the shares of Mobiquity’s common stock underlying the Mobiquity Warrants. On November 19, 2018, the Company and Mobiquity entered into an Amendment and Exercise Letter waiving the requirement that Mobiquity’s Board of Directors and stockholders increase the authorized number of shares of Mobiquity’s common stock to a number sufficient to accommodate a reserve in the Company’s favor of 250,000,000 shares of Mobiquity’s common stock prior to the conversion of the Mobiquity Preferred Stock or exercise of the Mobiquity Warrants. In addition, the Company converted 200 shares of Mobiquity Preferred Stock resulting in the issuance to the Company by Mobiquity of 20,000,000 shares of Mobiquity Common Stock and 30,000,000 Mobiquity Warrants. The Company exercised the 30,000,000 Mobiquity Warrants at an exercise price of $0.12 per share of common stock, payable through of the issuance to Mobiquity of 10,000,000 shares of common stock of the Company. In addition, the Company issued 20,000 shares of common stock to Glen Eagles Acquisition LP (“Glen”) in consideration of its consulting services associated with the negotiation of the number of shares of common stock to be delivered to Mobiquity upon exercise of the Mobiquity Warrants. As a result of the transaction on September 4, 2018, the Company had an approximate 21% interest in Mobiquity and began to account for its investment in Mobiquity using the equity method of accounting. During the fourth quarter of 2018, Mobiquity issued additional shares of common stock resulting in the Company’s ownership in Mobiquity dropping to approximately 18% at December 31, 2018. The Company determined that during the fourth quarter of 2018 that it did not exercise significant influence over Mobiquity due to its decreased ownership percentage and the Company’s intent to begin selling shares of Mobiquity common stock that will further decrease its ownership percentage. As a result, during the fourth quarter of 2018 the Company began accounting for its investment in Mobiquity as a marketable equity security. On May 10, 2019, the Company entered into a Membership Interest Purchase Agreement with Glen pursuant to which the Company acquired 49% of the membership interest in Advangelists, LLC (the “AVNG Interest”) in consideration of the assumption of a Promissory Note payable by Glen to the former owners of the AVGN Interest with an outstanding balance of $7,475,000 (the “AVNG Note”) and cancellation of an outstanding Promissory Note payable by Glen to the Company in the amount of $1,200,000 originally issued on March 1, 2019. Concurrently, the Company entered into a Membership Interest Purchase Agreement with Mobiquity pursuant to which the Company sold the AVNG Interest to Mobiquity in consideration of Mobiquity assuming the AVNG Note and Mobiquity amending the terms of the Remaining Mobiquity Warrant providing for cashless exercise. The Company paid 60,000,000 of its Mobiquity shares as partial consideration for the purchase of GBT Technologies, S. A. (see Note 6). On August 6, 2019, Mobiquity delivered a counter signed letter agreement dated August 2, 2019 pursuant to which the Company exchanged 120,000,000 Mobiquity Warrants into 20,000,000 shares of Mobiquity common stock, which resulted in the Company holding 60,000,000 shares of Mobiquity common stock. On September 10, 2019, the Company entered into (i) a Stock Purchase Agreement with Mobiquity pursuant to which the Company agreed to return 15,000,000 shares of Mobiquity common stock to Mobiquity in exchange for 110,000 shares of common stock of the Company, (ii) a Stock Purchase Agreement with Marital Trust GST Subject U/W/O Leopold Salkind (“Salkind Trust”) pursuant to which the Company agreed to sell 7,000,000 shares of Mobiquity common stock to Salkind Trust in consideration of $67,200, (iii) Stock Purchase Agreement with Dr. Gene Salkind (“Salkind”) pursuant to which the Company agreed to sell 28,000,000 shares of Mobiquity common stock to Salkind in consideration of $268,000 and (iv) a Stock Purchase Agreement with Deepanker Katyal (“Katyal”) pursuant to which the Company agreed to sell 10,000,000 shares of Mobiquity common stock to Katyal in consideration of 90,000 shares of common stock of the Company. The closing of the agreements occurred on September 13, 2019. As a result of these transactions, the Company realized a loss on the sale of Mobiquity common stock of $3,673,595. At September 30, 2020 and December 31, 2019, the Company owned no shares of Mobiquity common stock. |
Equity Investment in GBT Techno
Equity Investment in GBT Technologies, S.A. | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Equity Investment in GBT Technologies, S.A. | Note 6 – Equity Investment in GBT Technologies, S.A. On June 17, 2019, the Company, Altcorp Trading LLC, a Costa Rica company and a wholly-owned subsidiary of the Company (“Altcorp”), GBT Technologies, S.A., a Costa Rica company (“GBT-CR”) and Pablo Gonzalez, a shareholder’s representative of GBT-CR (“Gonzalez”), entered into and closed an Exchange Agreement (the “GBT Exchange Agreement”) pursuant to which the parties exchanged certain securities. In accordance with the Exchange Agreement, Altcorp acquired 625,000 shares of GBT-CR representing 25% of its issued and outstanding shares of common stock from Gonzalez in exchange for the issuance of 20,000 shares of Series H Convertible Preferred Stock of the Company and a Convertible Note in the principal amount of $10,000,000 issued by the Company (the “Gopher Convertible Note”) as well as the transfer and assignment of a Promissory Note payable by Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada to the Company in the principal amount of $5,000,000 dated February 6, 2019 (of which the underlying security for this Promissory Note is 30,000,000 restricted shares of common stock of Mobiquity) and 60,000,000 restricted shares of common stock of Mobiquity. The Gopher Convertible Note bears interest of 6% per annum and is payable at maturity on December 31, 2021. At the election of Gonzalez, the Gopher Convertible Note can be converted into a maximum of 20,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible, at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($10.00 per share). The Series H Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series H Preferred Stock shall be entitled to one vote for each share of common stock that the Series H Preferred Stock may be convertible into. Upon conversion of the Gopher Convertible Note and the 20,000 shares of Series H Preferred Stock, Gonzalez would be entitled to less than 50% of the resulting outstanding shares of common stock of the Company following conversion in full and, as a result, such transaction is not considered a change of control. GBT-CR is in the business of the strategic management of BPO (Business Process Outsourcing) digital communications processing for enterprises and startups, distributed ledger technology development, AI development and fintech software development and applications. The Company accounted for its investment in GBT-CR using the equity method of accounting; however, in 2020, the Company owned less than 20% of and exercised no control over GBT-CR; therefore, this investment is currently accounted for under the cost method. Moreover, on March 19, 2020, California Governor Gavin Newsom issued a stay at home order to protect the health and well-being of all Californians and to establish consistency across the state in order to slow the spread of COVID-19. California was therefore under strict quarantine control and travel has been severely restricted, resulting in disruptions to work, communications, and access to files (due to limited access to facilities). As such, the Company was unable to access or to contact GBT-CR on an on-going basis, and cannot get information about GBT-CR. At December 31, 2019, the Company evaluated the carrying amount of this equity investment and determined that this investment was fully impaired and as a result an impairment charge of $30,731,534 was taken. |
Investment in Joint Venture
Investment in Joint Venture | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Joint Venture | Note 7 – Investment in Joint Venture On March 6, 2020, the Company through Greenwich, entered into a Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Tokenize-It, S.A. (“Tokenize”), which is owned by a Costa Rica Trust represented by Pablo Gonzalez (“Gonzalez”). Gonzalez also represents Gonzalez Costa Rica Trust, which holds a note in the principal amount of $10,000,000 and is also a shareholder of the Company. Under the Tokenize Agreement, the parties formed GBT Tokenize Corp., a Nevada corporation (“GBT Tokenize”). The purpose of GBT Tokenize is to develop, maintain and support source codes for its proprietary technologies including advanced mobile chip technologies, tracking, radio technologies, AI core engine, electronic design automation, mesh, games, data storage, networking, IT services, business process outsourcing development services, customer service, technical support and quality assurance for business, customizable and dedicated inbound and outbound calls solutions, as well as digital communications processing for enterprises and startups (“Technology Portfolio”), throughout the State of California. Upon generating any revenue from the Technology Portfolio, the Joint Venture will earn the first right of refusal for other territories. Tokenize shall contribute the services and resources for the development of the Technology Portfolio to GBT Tokenize. The Company shall contribute 100,000,000 shares of common stock of the Company (“GBT Shares”) to GBT Tokenize. Tokenize and the Company will each own 50% of GBT Tokenize. The Company pledged its 50% ownership in GBT Tokenize and its 100% ownership of Greenwich to Tokenize to secure its Technology Portfolio investment. The Company shall appoint two directors and Tokenize shall appoint one director of GBT Tokenize. In addition, GBT Tokenize and Gonzalez entered into a Consulting Agreement in which Gonzalez is engaged to provide services in consideration of $33,333.33 per month payable quarterly which may be paid in shares of common stock calculated by the amount owed divided by the Company’s 10-day VWAP. Gonzalez will provide services in connection with the development of the business as well as GBT Tokenize’s capital raising efforts. The term of the Consulting Agreement is two years. The closing of the Tokenize Agreement occurred on March 9, 2020. At March 31, 2020, the Company evaluated the carrying amount of this joint venture investment and determined that this investment was fully impaired and as a result an impairment charge of $5,500,000 was taken. Although the investment was impaired, the product development is still ongoing. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
Convertible Notes Payable | Note 8 – Convertible Notes Payable Convertible notes payable at September 30, 2020 and December 31, 2019 consist of the following: September 30, December 31, 2020 2019 Convertible note payable to GBT Technologies $ 10,000,000 $ 10,000,000 Convertible note payable to Glen Eagle - 1,000,000 Convertible note payable to Power Up - - Convertible notes payable to Redstart Holdings 247,200 - Convertible note payable to Stanley Hills 1,158,471 - Convertible note payable to Iliad 2,336,983 - Total convertible notes payable 13,742,654 11,000,000 Unamortized debt discount (577,931 ) - Convertible notes payable 13,164,723 11,000,000 Less current portion (3,011,123 ) - Convertible notes payable, long-term portion $ 10,153,600 $ 11,000,000 $10,000,000 for GBT Technologies S. A. acquisition In accordance with the acquisition of GBT-CR the Company issued a convertible note in the principal amount of $10,000,000. The convertible note bears interest of 6% per annum and is payable at maturity on December 31, 2021. At the election of the holder, the convertible note can be converted into a maximum of 20,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible, at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($10.00 per share). The convertible note is convertible into common stock at a fixed price that was higher than the Company’s common stock on the date of grant, therefore, this convertible note does not contain a beneficial conversion feature. Glen Eagles Acquisition LP On July 8, 2019, the Company entered a Consulting Agreement with Glen Eagles Acquisition LP (“Glen”) as consultant to provide services in connection with the Company’s acquisition of 25% of GBT Technologies, S.A., a Costa Rican corporation (“GBT-CR”). Consultant will provide analysis, interaction with related professional and other services as requested by the Company to integrate and expand capabilities between GBT-CR and the Company. The Company shall pay Glen $1,000,000 through the issuance of a 6% Convertible Note. At the election of Glen, the Convertible Note can be converted into a maximum of 2,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible, at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($10.00 per share). The Series H Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series H Preferred Stock shall be entitled to one vote for each share of common stock that the Series H Preferred Stock may be convertible into. In addition, the Company entered into an Amendment of a Common Stock Purchase Warrant held by Glen to acquire nine million shares of common stock that had been assigned to Glen by Guardian Patch LLC. Pursuant to the amendment, the Company agreed to provide that the Common Stock Purchase Warrant may be exercised on a cashless basis and provided a beneficial ownership limitation of 4.99%. On or about June 23, 2020, the Company and AltCorp entered into agreements with SURG and Glen Eagles Acquisition LP (“Glen”) into series of agreements regarding the $4,000,000 SURG Note. (See Note 5) Glen converted in full its $1,000,000 convertible note that was issued by the Company on July 8, 2019 plus $50,000 of accrued interest, into $1,050,000 of a SURG Note via an assignment of a portion ($1,050,000 of a $4,000,000 face value) of the $4,000,000 SURG Note. In addition, the Company entered into a consulting agreement with Glen for which the Company shall pay to Glen $200,000 via an assignment of a portion ($200,000 of a $4,000,000 face value) of the $4,000,000 SURG Note. Glen in turn will convert all its $1,250,000 considerations received into 2,500,000 SURG shares. Power Up Lending Group Ltd. On February 18, 2020, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd., an accredited investor (“Power Up”) pursuant to which the Company issued to Power Up a Convertible Promissory Note (the “Power Note”) in the aggregate principal amount of $183,600 for a purchase price of $153,000. The Power Note has a maturity date of May 15, 2021 and the Company has agreed to pay interest on the unpaid principal balance of the Power Note at the rate of six percent (6%) per annum from the date on which the Power Note is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Power Note, provided it makes a payment including a prepayment to Power Up as set forth in the Power Note. The transactions described above closed on February 19, 2020. The outstanding principal amount of the Power Note may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180th day, Power Up may convert the Power Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price with a 15-day look back immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Power Note), the Power Note shall become immediately due and payable and the Company shall pay to Power Up, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Power Note. As of September 30, 2020, the full amount of the Power Note was converted into shares of the Company’s common stock. Redstart Holdings Corp. On August 4, 2020, the Company entered into a Securities Purchase Agreement with Redstart Holdings Corp., an accredited investor (“Redstart”) pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No. 1”) in the aggregate principal amount of $153,600 for a purchase price of $128,000. The Redstart Note No. 1 has a maturity date of November 3, 2021 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note No. 1 at the rate of six percent (6%) per annum from the date on which the Redstart Note No. 1 is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Redstart Note No. 1, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No. 1. The transactions described above closed on August 5, 2020. The outstanding principal amount of the Redstart Note No. 1 may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180 th On September 15, 2020, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No. 2”) in the aggregate principal amount of $93,600 for a purchase price of $78,000. The Redstart Note No. 2 has a maturity date of September 15, 2021 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note No. 2 at the rate of six percent (6%) per annum from the date on which the Redstart Note No. 2 is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Redstart Note No. 2, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No. 2. The transactions described above closed on September 16, 2020. The outstanding principal amount of the Redstart Note No. 2 may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180 th Stanley Hills LLC The Company entered into a series of loan agreements with Stanley Hills LLC (“Stanley”) pursuant to which it received more than $1,000,000 in loans (the “Debt”) since May 2019 up to December 2019. On February 26, 2020, in order to induce Stanley to continue to provide funding, the Company and Stanley entered into a letter agreement providing that the current note payable balance due to Stanley (See Note 9) in the amount of $1,214,900 may be converted into shares of common stock of the Company at a conversion price equal to 85% multiplied by the lowest one trading price for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. Stanley has agreed to restrict its ability to convert the Debt and receive shares of common stock such that the number of shares of common stock held by it and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. During the first quarter of 2020, Stanley converted $345,889 of its convertible note into 36,756,267 shares of the Company’s common stock, and during the second and third quarters of 2020, Stanley loaned the Company an additional $289,460. The balance of the Stanley debt at September 30, 2020 was $1,158,471. The Stanley debt is secured via a pledge agreement on the SURG shares (See Note 5). Iliad Research and Trading, L.P. On February 27, 2019, the Company entered into a note purchase agreement with a third party investor - Iliad Research and Trading, L.P.(“Iliad”), pursuant to which the Company issued a promissory note for the original principal amount of $2,325,000. The promissory note had an original issue discount of $300,000 and the inventor paid consideration of $2,025,000 to the Company, of which $25,000 was paid for legal expenses. The outstanding balance of the promissory note is to be paid on the one-year anniversary of the issuance of the note. Interest on the note accrues at the rate of 10% per annum compounding daily. Subject to the terms and conditions set forth in the note, the Company may prepay all or any portion of the outstanding balance of the note at any time in an amount in cash equal to 120% of the amount repaid. In connection with transactions that generate less than $1,000,000 in proceeds, the Company has agreed to not issue any debt instrument or incurrence of any debt other than trade payables in the ordinary course of business, any securities or agreements to sell common stock with anti-dilution or price reset/reduction features or any securities that are or may be become convertible or exercisable into common stock with a price that varies with the market price of the common stock (collectively, “Restricted Issuance Transaction”). The outstanding balance of the Note will be increased by 5% in the event the Company enters into a Restricted Issuance Transaction that is approved by Iliad. The original issue discount is being amortized to interest expense over the term of the promissory note. On February 27, 2020, the Company and Iliad entered into an Amendment to the Iliad Note (See Note 9) pursuant to which the maturity date of the Iliad Note was extended to August 27, 2020, provided that the Debt may be converted into shares of common stock of the Company at a conversion price equal to 80% multiplied by the lowest trading daily VWAP for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date, provided for the payment by the Company to Iliad of an extension fee equal to 7.5% of the outstanding balance of the Iliad Note resulting in a new balance of the Iliad Note of $2,765,983 and provided that the Company’s failure to deliver shares of common stock within three trading days of a conversion would result in an event of default. Iliad has agreed to restrict its ability to convert the Iliad Note and receive shares of common stock such that the number of shares of common stock held by it and its affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock. On July 20, 2020 the Company and Iliad entered into agreement to extend the maturity of the Iliad Note until February 27, 2021 in consideration of an extension fee of $1,000. During the nine months ended September 30, 2020, Iliad converted $429,000 of its convertible note to 39,425,822 shares of the Company’s common stock. The balance of the Iliad debt at September 30, 2020 was $2,336,983, plus accrued interest of $156,621. Discounts on convertible notes The Company recognized interest expense of $3,833,752 and $6,569,124 during the nine months ended September 30, 2020 and 2019, respectively, related to the amortization of the debt discount on convertible notes. The unamortized debt discount at September 30, 2020 was $577,931. A roll-forward of the convertible notes payable from December 31, 2019 to September 30, 2020 is below: Convertible notes payable, December 31, 2019 $ 11,000,000 Issued for cash 648,460 Exchange of convertible note for other company assets (1,000,000 ) Notes payable converted to convertible notes 3,980,883 Original issue discount 71,800 Conversion to common stock (958,489 ) Debt discount related to new convertible notes (4,411,683 ) Amortization of debt discounts 3,833,752 Convertible notes payable, September 30, 2020 $ 13,164,723 |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 9 - Notes Payable Notes payable at September 30, 2020 and December 31, 2019 consist of the following: September 30, December 31, RWJ acquisition note $ 2,600,000 $ 2,600,000 Promissory note to Iliad - 2,325,000 Promissory note to Stanley Hills - 1,046,261 SBA loan 150,000 - Total notes payable 2,750,000 5,971,261 Unamortized debt discount - (47,671 ) Notes payable 2,750,000 5,923,590 Less current portion (2,600,988 ) - Notes payable, long-term portion $ 149,012 $ 5,923,590 RWJ Acquisition Note In connection with the acquisition of RWJ in September 2017, the Company issued a note payable. The note accrues interest at 3.5% per annum, was due on December 31, 2019 and is secured by the assets purchased in the acquisition. This note has not been repaid as of September 30, 2020. (See Notes 14, 16). SBA Loan On June 22, 2020, the Company received a loan from the Small Business Administration under the Economic Injury Disaster Loan program related to the COVID-19 relief efforts. The loan bears interest at 3.75% per annum, requires monthly principal and interest payments of $731 after 12 months from funding and is due 30 years from the date of issuance. Iliad On February 27, 2019, the Company entered into a note purchase agreement with a third party investor, pursuant to which the Company issued a promissory note for the original principal amount of $2,325,000. The promissory note had an original issue discount of $300,000 and the inventor paid consideration of $2,025,000 to the Company, of which $25,000 was paid for legal expenses. The outstanding balance of the promissory note is to be paid on the one-year anniversary of the issuance of the note. Interest on the note accrues at the rate of 10% per annum compounding daily. Subject to the terms and conditions set forth in the note, the Company may prepay all or any portion of the outstanding balance of the note at any time in an amount in cash equal to 120% of the amount repaid. In connection with transactions that generate less than $1,000,000 in proceeds, the Company has agreed to not issue any debt instrument or incurrence of any debt other than trade payables in the ordinary course of business, any securities or agreements to sell common stock with anti-dilution or price reset/reduction features or any securities that are or may be become convertible or exercisable into common stock with a price that varies with the market price of the common stock (collectively, “Restricted Issuance Transaction”). The outstanding balance of the Note will be increased by 5% in the event the Company enters into a Restricted Issuance Transaction that is approved by Iliad. The original issue discount in being amortized to interest expense over the term of the promissory note. On February 27, 2020, the Company and Iliad entered to an Amendment to the Iliad Note pursuant to which the maturity date of the Iliad Note was extended to August 27, 2020, provided that the Debt may be converted into shares of common stock of the Company at a conversion price equal to 80% multiplied by the lowest trading daily VWAP for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date, provided for the payment by the Company to Iliad of an extension fee equal to 7.5% of the outstanding balance of the Iliad Note resulting in a new balance of the Iliad Note of $2,765,983 which has been reclassified to convertible notes payable. (See Note 8) Stanley Hills The Company issued promissory notes with Stanley Hills for funds received as working capital. The notes accrue interest at 10% per annum and were due on February 9, 2020. On February 26, 2020, in order to induce Stanley to continue to provide funding, the Company and Stanley entered into a letter agreement (See Note 8) providing that the debt in the amount of $1,214,900 may be converted into shares of common stock of the Company at a conversion price equal to 85% multiplied by the lowest one trading price for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. The Stanley Hills note was reclassified from notes payable to convertible notes payable (See Note 8). Discounts on Promissory Note The Company recognized interest expense of $47,671 and $176,712 during the nine months ended September 30, 2020 and 2019, respectively, related to the amortization of the debt discount on promissory notes. The unamortized debt discount at September 30, 2020 was $0. A roll-forward of the promissory notes from December 31, 2019 to September 30, 2020 is below: Notes payable, December 31, 2019 $ 5,923,590 Issued for cash 318,639 Accrued interest and penalties added to notes payable 440,983 Notes payable converted to convertible notes (3,980,883 ) Amortization of debt discounts 47,671 Notes payable, September 30, 2020 $ 2,750,000 |
Accrued Settlement
Accrued Settlement | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Accrued Settlement | Note 10 – Accrued Settlement In connection with a legal matter filed by the Investor of the $8,340,000 Senior Secured Redeemable Convertible Debenture, on December 23, 2019, in the pending arbitration between the Company and the Investor, an Interim Award was entered in favor of the Investor. On January 31, 2020, the Company was informed that a final award was entered (the “Final Award”). The Final Award affirms that certain sections of the Senior Secured Redeemable Convertible Debenture (the “Debenture”) constitute unenforceable liquidated damages penalties and were stricken. Further, it was determined that the Investor was entitled to recovery of their attorney’s fees. Consequently, the arbitrator awarded Investor an award of $4,034,444 plus interest of 7.25% accrued from May 15, 2019 and costs in the amount of $55,613. (See Note 14). In connection with this settlement, the Company recognized a gain on the settlement of debt of $1,375,556 in 2019 as the difference between the carrying amount of the debt and the amount awarded by the arbitrator (See Note 14). |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Derivative Liability | Note 11 - Derivative Liability Certain of the convertible notes payable discussed in Note 8 have a conversion price that can be adjusted based on the Company’s stock price which results in the conversion feature being recorded as a derivative liability. The fair value of the derivative liability is recorded and shown separately under current liabilities. Changes in the fair value of the derivative liability is recorded in the statement of operations under other income (expense). The Company uses a weighted average Black-Scholes option pricing model with the following assumptions to measure the fair value of derivative liability at September 30, 2020: Stock price $ 0.012 Risk free rate 0.12 % Volatility 250 % Conversion/ Exercise price $ .007-.008 Dividend rate 0 % The following table represents the Company’s derivative liability activity for the nine months ended September 30, 2020: Derivative liability balance, December 31, 2019 $ - Issuance of derivative liability during the period 5,285,799 Fair value of beneficial conversion feature of debt converted (1,475,603 ) Change in derivative liability during the period (612,829 ) Derivative liability balance, September 30, 2020 $ 3,197,367 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 12- Stockholders’ Equity Common Stock The Board of Directors of the Company approved, on April 13, 2020, a reverse stock split of all of the Company’s Common Stock, pursuant to which every 50 shares of Common Stock of the Company shall be reverse split, reconstituted and converted into one (1) share of Common Stock of the Company (the “Reverse Stock Split”). The Company submitted an Issuer Company Related Action Notification regarding the Reverse Stock Split to FINRA on April 14, 2020. To effectuate the Reverse Stock Split, the Company filed on April 21, 2020 a Certificate of Change Pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 (the “Certificate of Change”) with the Secretary of State of the State of Nevada subject to FINRA approval. Since this reverse stock split has not yet been approved by the State of Nevada, the financial statements have not been retroactively restated to reflect this reverse stock split. On June 8, 2020 FINRA advised the Company that such request is deficient due to the fact that a holder of an outstanding convertible note of the Company had entered into two settlements with the Securities and Exchange Commission that related to securities laws violations but were in no way related to the Company. As a result, FINRA advised that it is necessary for the protection of investors, the public interest, and to maintain fair and orderly markets that documentation related to the Reverse Stock Split not be processed. The Company appealed the decision made by FINRA on June 15, 2020. On August 4, 2020, FINRA notified the Company that its appeal had been denied. During the nine months ended September 30, 2020, the Company had the following transactions in its common stock: ● issued an aggregate of 95,793,475 for the conversion of convertible notes of $958,489 and accrued interest of $4,590; ● issued 100,000,000 shares to GBT Tokenize for a joint venture agreement. The value of the common stock of $5,500,000 was determined based on the closing stock price of the Company’s common stock on the grant date. During the nine months ended September 30, 2019, the Company had the following transactions in its common stock: ● issued an aggregate of 9,500 shares to employees and board members as part of their compensation agreements with the Company. The value of the common stock of $235,900 was determined based on the closing stock price of the Company’s common stock on the grant date; ● issued 74,762 shares to an investor for the conversion of $1,357,200 in convertible notes and $62,934 in accrued interest; ● issued 59,820 shares to an investor for disputed penalties on a convertible debenture. The value of the common stock of $975,065 was determined based on the closing stock price of the Company’s common stock on the grant date; ● issued 200,267 shares to Latinex in order to provide that Latinex may maintain its required regulatory capital as required by various regulators. The Company has recorded the value of these shares of common stock as a stock loan receivable which is presented as a contra-equity account in the accompanying consolidated balance sheets. The value of the common stock was determined based on the closing stock price of the Company’s common stock on the grant date; and ● canceled 200,000 shares that were returned in connection with the Company’s sale of its investment with Mobiquity. The shares were valued based on the Company’s stock price on the date of the agreement. Series B Preferred Shares On November 1, 2011, the Company and certain creditors entered into a Settlement Agreement (the “Settlement Agreement”) whereby without admitting any wrongdoing on either part, the parties settled all previous agreements and resolved any existing disputes. Under the terms of the Settlement Agreement, the Company agreed to issue the creditors 45,000 shares of Series B Preferred Stock of the Company on a pro-rata basis. Following the issuance and delivery of the shares of Series B Preferred Stock to said creditors, as well as surrendering the undelivered shares, the Settlement Agreement resulted in the settlement of all debts, liabilities and obligations between the parties. The Series B Preferred Stock has a stated value of $100 per share and is convertible into the Company’s common stock at a conversion price of $30.00 per share representing 30 posts split common shares. Furthermore, the Series B Preferred Stock votes on an as converted basis and carries standard anti-dilution rights. These rights were subsequently removed, except in cases of stock dividends or splits. As of September 30, 2020 and December 31, 2019, there were 45,000 Series B Preferred Shares outstanding. Series C Preferred Shares On April 29, 2011, GV Global Communications, Inc. (“GV”) provided funding to the Company in the aggregate principal amount of $111,000 (the “Loan”). On September 25, 2012, the Company and GV entered into a Conversion Agreement pursuant to which the Company agreed to convert the Loan into 10,000 shares of Series C Preferred Stock of the Company, which was approved by the Board of Directors. Each share of Series C Preferred Stock is convertible, at the option of GV, into such number of shares of common stock of the Company as determined by dividing the Stated Value (as defined below) by the Conversion Price (as defined below). The Conversion Price for each share is equal to a 50% discount to the average of the lowest three lowest closing bid prices of the Company’s common stock during the 10-day trading period prior to the conversion with a minimum conversion price of $0.02. The stated value is $11.00 per share (the “Stated Value”). The Series C Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series C Preferred Stock shall be entitled to one vote for each share of common stock that the Series C Preferred Stock shall be convertible into. GV has contractually agreed to restrict its ability to convert the Series C Preferred Stock and receive shares of the Company’s common stock such that the number of shares of the Company’s common stock held by it and its affiliates after such conversion does not exceed 4.9% of the then issued and outstanding shares of the Company’s common stock. During the year ended December 31, 2014, GV Global Communications, Inc. converted 7,770 of its Series C Preferred Stock into 120 post-split. During the third quarter of 2014, the Company received 42 post-split common shares to adjust the shares issued to reflect the amount that both they and the Company believed that they were owed. At September 30, 2020 and December 31, 2019, GV owns 700 Series C Preferred Shares. The issuance of the Series C Preferred Stock was made in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder. GV is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. As of September 30, 2020 and December 31, 2019, there were 700 Series C Preferred Shares outstanding. Series D Preferred Shares As of September 30, 2020 and December 31, 2019, there are 0 and 0 shares of Series D Preferred Shares outstanding, respectively. Series G Preferred Shares As of September 30, 2020 and December 31, 2019, there are 0 and 0 shares of Series G Preferred Shares outstanding, respectively. Series H Preferred Shares On June 17, 2019, the Company, Altcorp Trading LLC, a Costa Rica company and a wholly-owned subsidiary of the Company (“Altcorp”), GBT Technologies, S.A., a Costa Rica company (“GBT-CR”) and Pablo Gonzalez, a shareholder’s representative of GBT-CR (“Gonzalez”), entered into and closed an Exchange Agreement (the “GBT Exchange Agreement”) pursuant to which the parties exchanged certain securities. In accordance with the Exchange Agreement, Altcorp acquired 625,000 shares of GBT-CR representing 25% of its issued and outstanding shares of common stock from Gonzalez in exchange for the issuance of 20,000 shares of Series H Convertible Preferred Stock of the Company and a Convertible Note in the principal amount of $10,000,000 issued by the Company (the “Gopher Convertible Note”) as well as additional consideration. The Gopher Convertible Note bears interest of 6% per annum and is payable at maturity on December 31, 2021. At the election of Gonzalez, the Gopher Convertible Note can be converted into a maximum of 20,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible, at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($10.00 per share). The Series H Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series H Preferred Stock shall be entitled to one vote for each share of common stock that the Series H Preferred Stock may be convertible into. On July 8, 2019, the Company entered a Consulting Agreement with Glen Eagles Glen Eagles Acquisition LP (“Glen”) as consultant to provide services in connection with the Company’s acquisition of 25% of GBT-CR. Consultant will provide analysis, interaction with related professional and other services as requested by the Company to integrate and expand capabilities between GBT-CR and the Company. (See Note 14 for further details.) As of September 30, 2020 and December 31, 2019, there are 20,000 shares of Series H Preferred Shares outstanding. Warrants The following is a summary of warrant activity. Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2019 19,654,167 $ 1.57 2.76 $ 1,111,600 Granted - Forfeited (4,000 ) Exercised - Outstanding, September 30, 2020 19,650,167 $ 1.57 2.01 $ - Exercisable, September 30, 2020 19,650,167 $ 1.57 2.01 $ - The exercise price for warrant outstanding and exercisable at September 30, 2020: Outstanding Exercisable Number of Exercise Number of Exercise Warrants Price Warrants Price 15,880,000 $ 0.50 15,880,000 $ 0.50 3,000,000 1.85 3,000,000 1.85 500,000 2.70 500,000 2.70 20,000 31.90 20,000 31.90 100,000 50.00 100,000 50.00 75,000 75.00 75,000 75.00 50,000 100.00 50,000 100.00 6,667 200.00 6,667 200.00 10,000 235.00 10,000 235.00 7,500 250.00 7,500 250.00 1,000 280.00 1,000 280.00 19,650,167 19,650,167 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 13 - Related Parties Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences. For the nine months ended September 30, 2020 and 2019, the Company paid a law firm owned by the Company’s chairman $10,000 and $90,000, respectively, for legal services. On June 5, 2019, said chairman Mr. Robert Yaspan resigned as Director of the Company to pursue other interests. On April 6, 2018, the Company and Danny Rittman, Chief Technology Officer and a Director of the Company, agreed to amend his employment agreement pursuant to which he will receive salary at the rate of $250,000 annually payable in equal increments of $15,000 per month with an additional $70,000 to be paid within 15 days of the end of the calendar year. On September 14, 2018, the Company and Dr. Rittman entered into a letter agreement confirming that the Company is the owner of all intellectual property developed by Dr. Rittman relating to the Internet of Things (IoT) and Artificial Intelligence enabled mobile technologies, including a global platform with both mobile and fixed solutions, commencing June 16, 2015 and continuing until Dr. Rittman’s employment agreement is terminated. On September 1, 2017, the Company entered into and closed an Asset Purchase Agreement with a third party, RWJ Advanced Marketing, LLC (“RWJ”), a Georgia corporation, pursuant to which the Company purchased certain assets from RWJ, including inventory, terminals, licenses and permits and intangible assets. At closing, the Company and Mr. Greg Bauer entered into an Employment Agreement pursuant to which Mr. Bauer was retained as Chief Executive Officer for a term of one year, subject to an automatic extension, unless terminated, in consideration of a base salary of $250,000 and a bonus of 10% of net profit generated by the assets acquired. Mr. Bauer was also appointed to the Board of Directors of the Company. As of the closing date, Mr. Murray resigned as Chief Executive Officer of the Company but will remain as a director of the Company. Mr. Bauer, since 2004 through present, has served as executive director with W.L. Petrey Wholesale, Inc. where he was in charge of the UGO/Preway operations. The Company is in litigation in connection with RWJ transaction – See Note 14 - Contingencies. On January 1, 2019, the Company and Douglas Davis entered into an Amended and Restated Employment Agreement pursuant to which Mr. Davis was retained as Chief Executive Officer. Mr. Davis served as Interim Chief Executive Officer since July 2018 until his resignation on April 11, 2020. The term of Mr. Davis’ employment was for two years through January 1, 2021. Mr. Davis was entitled to an annual base salary of $250,000, which was to be increased to $400,000 upon the Company up-listing to a national exchange. Mr. Davis was also entitled to the issuance of Stock Options to acquire an aggregate of 50,000 shares of common stock of the Company, exercisable for five years, subject to vesting. The options were to be earned and vested (i) with respect to 20,000 shares of common stock on the date hereof, (ii) 5,000 shares of common stock upon the successful dual list of the Company on an international exchange such as SIX Zurich Stock Exchange or Euronext, (iii) 15,000 shares of common stock upon the successful up listing to a national exchange such as the Nasdaq, NYSE Euronext, TSX, AMEX or other, and (iv) with respect to 5,000 shares of common stock at each of the six (6) month anniversaries (July 1, 2019 and January 1, 2020). The exercise price of such options shall be the closing price of the Company on the date prior to such event. On October 10, 2019, the Company entered into a Joint Venture Agreement (the “BitSpeed Agreement”) with BitSpeed LLC, which is owned by Douglas Davis, the Company’s Chief Executive Officer, to form GBT BitSpeed Corp., a Nevada company (“GBT BitSpeed”). The purpose of GBT BitSpeed is to develop, maintain and support its proprietary Extreme Transfer Software Application Concurrency, a software application to transfer secure, accelerated transmission of large file data over networks, and connection to cloud storage, Network-Attached Storage (NAS) and Storage Area Networks (SANs) (“Concurrency”). BitSpeed shall contribute the services and resources for the development of Concurrency to GBT BitSpeed. The Company shall contribute 10 million shares of common stock (valued at $17,900,000) of the Company to GBT BitSpeed. BitSpeed and the Company will each own 50% of GBT BitSpeed. The Company shall appoint two directors and BitSpeed shall appoint one director of GBT BitSpeed. In addition, GBT BitSpeed and Mr. Davis entered into a Consulting Agreement in which Mr. Davis is engaged to provide services in consideration of $10,000 per month payable quarterly which may be paid in shares of common stock calculated by the amount owed divided by the Company’s 20-day VWAP. Mr. Davis will provide services in connection with the development of the business as well as GBT BitSpeed’s capital raising efforts. The term of the Consulting Agreement is two years. The closing of the BitSpeed Agreement occurred on October 14, 2019. On April 11, 2020, Douglas Davis resigned as Chief Executive Officer of the Company so that he may fully devote all of his efforts to GBT Tokenize Corp., the Company’s joint venture, which intends to develop a new product. Mr. Davis’ resignation was not the result of any disagreements with management or board of directors of the Company. On March 6, 2020, the Company through Greenwich, entered into the Tokenize Agreement with Tokenize, which is owned by a Costa Rica Trust represented by Gonzalez. Gonzalez also represents Gonzalez Costa Rica Trust, which holds a note in the principal amount of $10,000,000 and is also a shareholder of the Company. Under the Tokenize Agreement, the parties formed GBT Tokenize. The purpose of GBT Tokenize is to develop Technology Portfolio, throughout the State of California. Upon generating any revenue from the Technology Portfolio, the Joint Venture will earn the first right of refusal for other territories. Tokenize shall contribute the services and resources for the development of the Technology Portfolio to GBT Tokenize. The Company contributed 100,000,000 GBT Shares to GBT Tokenize. Tokenize and the Company will each own 50% of GBT Tokenize. The Company pledged its 50% ownership in GBT Tokenize and its 100% ownership of Greenwich to Tokenize to secure its Technology Portfolio investment. The Company shall appoint two directors and Tokenize shall appoint one director of GBT Tokenize. In addition, GBT Tokenize and Gonzalez entered into a Consulting Agreement in which Gonzalez is engaged to provide services in consideration of $33,333.33 per month payable quarterly which may be paid in shares of common stock calculated by the amount owed divided by the Company’s 10-day VWAP. Gonzalez will provide services in connection with the development of the business as well as GBT Tokenize’s capital raising efforts. The term of the Consulting Agreement is two years. The closing of the Tokenize Agreement occurred on March 9, 2020. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Loss Contingency [Abstract] | |
Contingencies | Note 14 - Contingencies Legal Proceedings From time to time, the Company may be involved in various litigation matters, which arise in the ordinary course of business. There is currently no litigation that management believes will have a material impact on the financial position of the Company. On or around January 30, 2019, RWJ Advanced Marketing, LLC, Greg Bauer, and Warren Jackson sued the Company and multiple third and related parties in Superior Court of the State of California - County of Los Angeles, General District in connection with the acquisition of UGO in September 2017. The case number is 19STCV03320 (the “Original Lawsuit”). The complaint in the Original Lawsuit alleges breach of contract, among other causes of action. The Company answered the complaint and filed a cross-complaint against the plaintiffs in the case and third parties on or around February 15, 2019. On or about September 10, 2020, the Company through its agent of service was “served” with a complaint (the Company contested service) that was recently filed against the Company and third parties by Robert Warren Jackson and Gregory Bauer in Los Angeles Superior Court Case No.: 20STCV32709 (“Second Lawsuit”). In the Original Lawsuit filed, the court rejected the plaintiff’s claims that they were filing a purported quasi-derivative lawsuit. As such, in this current litigation, the plaintiff is now again claiming the action is a derivative lawsuit. In the Original lawsuit, the Company filed a cross complaint against the plaintiff and other third parties. Recently, the court has scheduled various hearings and a trial date set for December 27, 2021. It was the Company’s intention to dividend its holdings of its wholly owned subsidiary Ugopherservices Corp. (“UGO”). As UGO is the main dispute in the litigations described above, the Company has elected to sell UGO to a third party effective July 1, 2020 (See Note 3). On September 17, 2020, the Company terminated Greg Bauer as consultant (resulting from the sale of UGO), which he confirmed in writing. On or about October 13, 2020, one of the defendants filed a motion to remove the Second Lawsuit from the Los Angeles Superior Court to Federal court. The Company was not served per federal rule as required per the removal. Following the sale of UGO (See Note 3), the Company noticed third parties (including SURG, via its asset manager) to wire the UGO funds to its new bank account. SURG never answered the notice. The Company intends to take legal actions to resolve this issue. On December 3, 2018, the Company entered into a Securities Purchase Agreement (the “SPA”) with Discover Growth Fund, LLC (the “Investor”) pursuant to which the Company issued a Senior Secured Redeemable Convertible Debenture (the “Debenture”) in the aggregate face value of $8,340,000. In connection with the issuance of the Debenture and pursuant to the terms of the SPA, the Company issued a Common Stock Purchase Warrant to acquire up to 225,000 shares of common stock for a term of three years (the “Warrant”) on a cash-only basis at an exercise price of $100.00 per share with respect to 50,000 Warrant Shares, $75.00 with respect to 75,000 Warrant Shares and $50.00 with respect to 100,000 Warrant Shares. The holder may not exercise any portion of the Warrants to the extent that the holder would own more than 4.99% of the Company’s outstanding common stock immediately after exercise. The outstanding principal amount may be converted at any time into shares of the Company’s common stock at a conversion price equal to 95% of the Market Price less $5.00 (the conversion price is lowered by 10% upon the occurrence of each Triggering Event – the current conversion price is 75% of the Market Price less $5.00). The Market Price is the average of the 5 lowest individual daily volume weighted average prices during the period the Debenture is outstanding. On May 28, 2019, the Investor delivered to the Company a “Notice of Default and Notice of Sale of Collateral” (the “Notice”). On December 23, 2019, in arbitration between the Company and the Investor, an Interim Award was entered in favor of the Investor. On January 31, 2020, the Company was informed that a final award was entered (the “Final Award”). The Final Award affirms that certain sections of the Debenture constitute unenforceable liquidated damages penalties and were stricken. Further, it was determined that the Investor was entitled to recovery of their attorney’s fees. Consequently, the arbitrator awarded Investor an award of $4,034,444 plus interest of 7.25% accrued from May 15, 2019 and costs in the amount of $55,613. On February 18, 2020, the Company filed a motion with the United States District Court District of Nevada (the “Nevada Court”) to confirm the Final Award and a motion to consolidate Investor’s application to confirm the Final Award filed in the U.S. District Court of the Virgin Islands (Case No: 3 :20-cv-00012-CVG-RM) (the “Virgin Island Court”). On February 27, 2020, the Nevada Court denied the Company’s motion to confirm the Final Award and motion to consolidate and further decided that the confirmation of the Final Award should be litigated in the Virgin Island Court. As such, on February 27, 2020, the Company filed a Notice of Entry of Order as well as a Motion to Confirm the Arbitration Award, address the outstanding issues regarding whether Investor’s rights are subordinated to other creditors and, thereafter, oversee a commercially reasonable foreclosure sale (Case No: 3 :20-cv-00012-CVG-RM). It was the Company’s position that the Final Award must first be confirmed and all questions regarding the rights of Investor relative to those of other creditors must be determined before any foreclosure sale can proceed. It is further the position of the Company that the previously disclosed foreclosure sale scheduled by Investor is being conducted in a commercially unreasonable manner and that if Discover proceeded forward with the foreclosure sale it did so at its own risk. Nevertheless, on February 28, 2020, Investor advised that it conducted a sale of the Company’s assets. As the date of this report Investor failed to present a deed of sale for the alleged sale that allegedly took place as noticed. The Company filed with Virgin Island Court the motions disputing the validity of the alleged sale. On July 28, 2020, Investor filed in the State of Nevada a motion for attorneys $48,844 and costs $716. The Company filed an answer on August 11, 2020. On October 16, 2020, Investor motion for attorneys $48,844 and costs $716 was denied. GBT Technologies, S.A. On September 14, 2018, the Company entered into an Exclusive Intellectual Property License and Royalty Agreement (the “GBT License Agreement”) with GBT-CR, a fully compliant and regulated crypto currency exchange platform that currently operates in Costa Rica as a decentralized crypto currency platform, pursuant to which, among other things, the Company granted to GBT-CR an exclusive, royalty-bearing right and license relating intellectual property relating to systems and methods of converting electronic transmissions into digital currency as reflected in that certain patent filed with the United Stated Patent and Trademark Office on or about June 14, 2018 (EFS ID: 32893586; Application Number: 16008069; Type: Utility under 35 USC 111(a); Confirmation Number: 6787)(collectively, the “Digital Currently Technology”). Pursuant to the GBT License Agreement, the Company granted GBT-CR an exclusive worldwide license to use the Digital Currency Technology to make, use, sell, lease or otherwise commercialize and dispose of products and devices utilizing the Digital Currently Technology. Under the terms of the GBT License Agreement, the Company is entitled to receive a royalty payment of 2% of gross revenue of each licensed product sold by GBT-CR during the period starting in which revenue is first generated using the licensed products and continuing for five years thereafter. Upon signing the GBT-CR License Agreement, GBT-CR paid the Company $300,000 which is nonrefundable. The Company has recognized the $300,000 as revenue during the years ended December 31, 2018. Upon GBT-CR making available for sale (the “Commercial Event”) an ICO (Initial Coin Offering) (the “Coin”), GBT-CR will make a payment to the Company in the amount of $5,000,000. Further, upon the Commercial Event, GBT-CR will grant the Company the ability to acquire 30% of the Coin at a 30% discount of such offering price of the Coin. The GBT License Agreement commenced as of the signing date and, unless terminated in accordance with the termination provisions of the GBT License Agreement, shall remain in force until the expiration of the patent pertaining to the Digital Currency Technology; provided that the right to use trade secrets shall survive the expiration of the GBT License Agreement provided the Company has not terminated. Prior to the signing of the GBT License Agreement, GBT-CR advanced $200,000 to the Company, which the parties have agreed will be applied toward the $5,000,000 fee when it becomes due. The $200,000 is recorded as unearned revenue at December 31, 2018 and reclassified to accrued expense at December 31, 2019. On February 27, 2020 GBT Technologies, S.A., as successor in interest to Hermes Roll, LLC had notified the Company that it was in default on its Amended and Restated Territorial License Agreement (“ARTLA”) dated June 15, 2015 and that the ARTLA had been cancelled and rescinded. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 15 – Concentrations Concentration of Credit Risk Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of temporary cash investments. There have been no losses in these accounts through September 30, 2020. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 - Subsequent Events Management has evaluated events that occurred subsequent to the end of the reporting period shown herein: On or about October 14, 2020, AltCorp., together with Stanley, filed a complaint against SURG and its transfer agent in District Court, Clark county, Nevada. The case number is A-20-823039-B. The complaint is seeking default cure, damages and appointment of a receiver to SURG for default on SURG liabilities per contract (See Note 5). SURG and their transfer agent been served with the complaint. On October 8, 2020, Stanley assigned $75,600 of its convertible promissory note to Rasel Ltd, a related party. On or about October 10, 2020 Stanley converted $76,500 of its Note (See Note 8) into 10,000,000 shares of the Company’s common stock. On or about October 10, 2020, Rasel Ltd, a related party, converted $76,500 of its convertible promissory note into 10,000,000 shares of the Company’s common stock. On October 16, 2020, Discover motion for attorneys $48,844 and costs $716 was denied. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity 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. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying financial statements include useful lives of property and equipment, valuation of beneficial conversion feature, debt discounts, valuation of derivatives, and the valuation allowance on deferred tax assets. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries; the Company’s 50% owned subsidiaries GBT BitSpeed Corp. and GBT Tokenize Corp; Gopher Protocol UK Limited (currently inactive); the Company’s 50% owned subsidiary, Gopher Protocol Costa Rica Sociedad De Responabilidad Limitada (currently inactive), a wholly owned Altcorp Trading LLC, a Costa Rica company (“AltCorp”) and Greenwich International Holdings, a Costa Rica corporation (“Greenwich”). All significant intercompany transactions and balances have been eliminated. |
Cash Equivalents | Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly-liquid debt instruments with original maturities of three months or less. As of September 30, 2020 and December 31, 2019, the Company did not have any cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Furniture 7 years Computers and equipment 3 years POSA machines 3 years |
Long-Lived Assets | Long-Lived Assets The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment |
Marketable Equity Securities | Marketable Equity Securities The Company accounts for marketable equity securities in accordance with ASC Topic 321, Investments – equity securities. |
Note Receivable | Note Receivable Note receivable consists of a promissory note received in connection with the sale of Ugopherservices (see Note 3). The note is due on December 31, 2021 and accrues interest at 6% per annum. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of September 30, 2020, the Company’s only derivative financial instrument was an embedded conversion feature associated with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage of the Company’s stock price at the date of conversion. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging For certain financial instruments, the carrying amounts reported in the balance sheets for cash and current liabilities, including convertible notes payable, each qualify as a financial instrument, and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The Company uses Level 2 inputs for its valuation methodology for derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. At September 30, 2020 and December 31, 2019, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Fair Value Fair Value Measurements at As of September 30, 2020 September 30, Using Fair Value Hierarchy Description 2020 Level 1 Level 2 Level 3 Marketable equity security - Surge Holdings, Inc. $ 500,500 $ - $ 500,500 $ - Conversion feature on convertible notes $ 3,197,367 $ - $ 3,197,367 $ - Fair Value Fair Value Measurements at As of December 31, 2019 December 31, Using Fair Value Hierarchy Description 2019 Level 1 Level 2 Level 3 Marketable equity security - Surge Holdings, Inc. $ 1,000,000 $ - $ 1,000,000 $ - |
Treasury Stock | Treasury Stock Treasury stock is recorded at cost. The re-issuance of treasury shares is accounted for on a first in, first-out basis and any difference between the cost of treasury shares and the re-issuance proceeds are charged or credited to additional paid-in capital. |
Stock Loan Receivable | Stock Loan Receivable On January 8, 2019, the Company entered into a Stock Pledge Agreement with Latin American Exchange Latinex Casa de Cambio, S.A., a Costa Rica corporation (“Latinex”), to provide that Latinex may maintain its required regulatory capital as required by various regulators. The Company has pledged 200,267 restricted shares of its common stock valued at $7,610,147 (based on the closing price on the grant date) for a term of three years in consideration of an annual payment of $375,000 paid in quarterly installments of $93,750. In lieu of cash payment, Latinex may pay the Company in virtual currency of WISE Network S.A. valued at a 50% discount of its offering price of $10 per token. In the event that Latinex’s required capital has decreased below $5,000,000, Latinex is permitted to sell the pledged shares of common stock only in an amount to ensure that Latinex can satisfy the required capital levels. The Company must consent to such sale of the shares of common stock, which may not be unreasonably withheld. Upon expiration of the agreement, the remaining shares of common stock shall be returned to the Company free and clear of all liens. The Company has recorded the value of these shares of common stock as a stock loan receivable which is presented as a contra-equity account in the accompanying consolidated balance sheets. At December 31, 2019, the Company wrote off the accrued interest income as Latinex did not perform any payment and the Company has no mean to enforce this payment. Latinex agreed in principal to return the pledged 200,267 restricted shares to the Company for cancellation. The 200,267 restricted shares have not yet been returned to the Company as of September 30, 2020. |
Revenue Recognition | Revenue Recognition Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Topic 606 Topic 606. Topic 605, Revenue Recognition Revenue from providing IT services are recognized under Topic 606 ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: ● IT services - revenue is recorded on a monthly basis as services are provided; and ● License fees and Royalties – revenue is recognized based on the terms of the agreement with its customer. |
Unearned revenue | Unearned revenue Unearned revenue represents the net amount received for the purchase of products that have not seen shipped to the Company’s customers. In 2018, the Company ran pre-sales efforts for its pet tracker product and received prepayments for its product. In addition, during 2018, the Company received $200,000 in connection with an intellectual property license and royalty agreement (see Note 14). At December 31, 2019, the Company determined that the unearned revenue would not likely result in the recognition of revenue; therefore, $249,094 of unearned revenue was reclassified to accrued expenses at September 30, 2020 and December 31, 2019. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share September 30, December 31, 2020 2019 Series B preferred stock 30 30 Series C preferred stock 8 8 Series H preferred stock 1,000,000 1,000,000 Warrants 19,650,167 19,654,167 Convertible notes 530,418,839 1,100,000 Total 551,069,044 21,754,205 |
Management's Evaluation of Subsequent Events | Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of September 30, 2020, through the date which the condensed consolidated financial statements are issued. Based upon the review, other than described in Note 16 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018, the FASB issued Accounting Standards Update (“ASU”) ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of estimated lives of property and equipment | Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Furniture 7 years Computers and equipment 3 years POSA machines 3 years |
Schedule of Fair Value Measurements | At September 30, 2020 and December 31, 2019, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Fair Value Fair Value Measurements at As of September 30, 2020 September 30, Using Fair Value Hierarchy Description 2020 Level 1 Level 2 Level 3 Marketable equity security - Surge Holdings, Inc. $ 500,500 $ - $ 500,500 $ - Conversion feature on convertible notes $ 3,197,367 $ - $ 3,197,367 $ - Fair Value Fair Value Measurements at As of December 31, 2019 December 31, Using Fair Value Hierarchy Description 2019 Level 1 Level 2 Level 3 Marketable equity security - Surge Holdings, Inc. $ 1,000,000 $ - $ 1,000,000 $ - |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially-dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive. September 30, December 31, 2020 2019 Series B preferred stock 30 30 Series C preferred stock 8 8 Series H preferred stock 1,000,000 1,000,000 Warrants 19,650,167 19,654,167 Convertible notes 530,418,839 1,100,000 Total 551,069,044 21,754,205 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | The operating results for UGO, ECS Prepaid, Electronic Check Services and the Central State Legal Services have been presented in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019 as discontinued operations and are summarized below: Three Months Ended 2020 2019 Revenue $ - $ 12,346,952 Cost of revenue - 11,995,731 Gross Profit - 351,221 Operating expenses - 728,952 Loss from operations - (377,731 ) Other income (expenses) - - Net loss $ - $ (377,731 ) Nine Months Ended 2020 2019 Revenue $ 8,291,842 $ 38,082,039 Cost of revenue 7,900,122 36,905,872 Gross Profit 391,720 1,176,167 Operating expenses 408,644 2,133,375 Loss from operations (16,924 ) (957,208 ) Other income (expenses) - (3 ) Net loss $ (16,924 ) $ (957,211 ) The assets and liabilities of the discontinued operations at September 30, 2020 and December 31, 2019 are summarized below: September 30, December 31, 2020 2019 Current assets $ - $ 89,123 Property and equipment - 117,686 Total assets $ - $ 206,809 Current liabilities $ - $ 1,151,073 Total liabilities $ - $ 1,151,073 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Furniture $ 9,430 $ 9,430 Computers and equipment 12,539 12,539 21,969 21,969 Less accumulated depreciation (21,969 ) (21,969 ) Property and equipment, net $ - $ - |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Table) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
Summary of Convertible notes payable | Convertible notes payable at September 30, 2020 and December 31, 2019 consist of the following: September 30, December 31, 2020 2019 Convertible note payable to GBT Technologies $ 10,000,000 $ 10,000,000 Convertible note payable to Glen Eagle - 1,000,000 Convertible note payable to Power Up - - Convertible notes payable to Redstart Holdings 247,200 - Convertible note payable to Stanley Hills 1,158,471 - Convertible note payable to Iliad 2,336,983 - Total convertible notes payable 13,742,654 11,000,000 Unamortized debt discount (577,931 ) - Convertible notes payable 13,164,723 11,000,000 Less current portion (3,011,123 ) - Convertible notes payable, long-term portion $ 10,153,600 $ 11,000,000 |
Rollfoward of convertible note | A roll-forward of the convertible notes payable from December 31, 2019 to September 30, 2020 is below: Convertible notes payable, December 31, 2019 $ 11,000,000 Issued for cash 648,460 Exchange of convertible note for other company assets (1,000,000 ) Notes payable converted to convertible notes 3,980,883 Original issue discount 71,800 Conversion to common stock (958,489 ) Debt discount related to new convertible notes (4,411,683 ) Amortization of debt discounts 3,833,752 Convertible notes payable, September 30, 2020 $ 13,164,723 |
Note Payable (Tables)
Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes payable | Notes payable at September 30, 2020 and December 31, 2019 consist of the following: September 30, December 31, RWJ acquisition note $ 2,600,000 $ 2,600,000 Promissory note to Iliad - 2,325,000 Promissory note to Stanley Hills - 1,046,261 SBA loan 150,000 - Total notes payable 2,750,000 5,971,261 Unamortized debt discount - (47,671 ) Notes payable 2,750,000 5,923,590 Less current portion (2,600,988 ) - Notes payable, long-term portion $ 149,012 $ 5,923,590 |
Rollfoward of note payable | A roll-forward of the promissory notes from December 31, 2019 to September 30, 2020 is below: Notes payable, December 31, 2019 $ 5,923,590 Issued for cash 318,639 Accrued interest and penalties added to notes payable 440,983 Notes payable converted to convertible notes (3,980,883 ) Amortization of debt discounts 47,671 Notes payable, September 30, 2020 $ 2,750,000 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Assumptions to measure fair value | The Company uses a weighted average Black-Scholes option pricing model with the following assumptions to measure the fair value of derivative liability at September 30, 2020: Stock price $ 0.012 Risk free rate 0.12 % Volatility 250 % Conversion/ Exercise price $ .007-.008 Dividend rate 0 % |
Schedule of Derivative Liabilities at Fair Value | The following table represents the Company’s derivative liability activity for the nine months ended September 30, 2020: Derivative liability balance, December 31, 2019 $ - Issuance of derivative liability during the period 5,285,799 Fair value of beneficial conversion feature of debt converted (1,475,603 ) Change in derivative liability during the period (612,829 ) Derivative liability balance, September 30, 2020 $ 3,197,367 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Summary of warrant activity | The following is a summary of warrant activity. Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2019 19,654,167 $ 1.57 2.76 $ 1,111,600 Granted - Forfeited (4,000 ) Exercised - Outstanding, September 30, 2020 19,650,167 $ 1.57 2.01 $ - Exercisable, September 30, 2020 19,650,167 $ 1.57 2.01 $ - |
Summary of exercise price for warrant outstanding | The exercise price for warrant outstanding and exercisable at September 30, 2020: Outstanding Exercisable Number of Exercise Number of Exercise Warrants Price Warrants Price 15,880,000 $ 0.50 15,880,000 $ 0.50 3,000,000 1.85 3,000,000 1.85 500,000 2.70 500,000 2.70 20,000 31.90 20,000 31.90 100,000 50.00 100,000 50.00 75,000 75.00 75,000 75.00 50,000 100.00 50,000 100.00 6,667 200.00 6,667 200.00 10,000 235.00 10,000 235.00 7,500 250.00 7,500 250.00 1,000 280.00 1,000 280.00 19,650,167 19,650,167 |
Organization and Nature of Busi
Organization and Nature of Business (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Reverse stock split | 1 for 100 | |
Accumulated deficit | $ (266,585,953) | $ (252,656,451) |
Working capital deficit | $ (14,501,308) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Furniture [Member] | |
Useful life | 7 years |
Computer And Equipment [Member] | |
Useful life | 3 years |
POSA machines [Member] | |
Useful life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Marketable equity security | $ 500,500 | $ 1,000,000 |
Conversion feature on convertible notes | 3,197,367 | |
Fair Value, Inputs, Level 1 [Member] | ||
Marketable equity security | ||
Conversion feature on convertible notes | ||
Fair Value, Inputs, Level 2 [Member] | ||
Marketable equity security | 500,500 | 1,000,000 |
Conversion feature on convertible notes | 3,197,367 | |
Fair Value, Inputs, Level 3 [Member] | ||
Marketable equity security | ||
Conversion feature on convertible notes |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Convertible note | 530,418,839 | 1,100,000 |
Number of potentially dilutive securities | 551,069,044 | 21,754,205 |
Warrant [Member] | ||
Number of potentially dilutive securities | 19,650,167 | 19,654,167 |
Series B Convertible Preferred Stock [Member] | ||
Preferred shares | 30 | 30 |
Series C Convertible Preferred Stock [Member] | ||
Preferred shares | 8 | 8 |
Series H Convertible Preferred Stock [Member] | ||
Preferred shares | 1,000,000 | 1,000,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jan. 08, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Cash equivalent | $ 0 | $ 0 | ||
Impairment of long-lived assets | 0 | $ 0 | ||
Derivative financial instruments | 0 | 0 | ||
Number of restricted shares pledged | 200,267 | |||
Value of restricted shares | $ 7,610,147 | |||
Uncertain tax positions | 0 | $ 0 | ||
Cash received in connection with intellectual property license and royalty agreement | $ 200,000 | $ 200,000 | ||
Notes Receivable [Member] | ||||
Maturity date | Dec. 31, 2021 | |||
Interest rate | 6.00% |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Revenue | $ 45,000 | $ 45,000 | $ 135,000 | $ 135,000 | |
Operating expenses | 452,790 | 122,319,768 | 6,904,664 | 127,237,375 | |
Loss from operations | (407,790) | (122,274,768) | (6,769,664) | (127,102,375) | |
Other income (expenses) | (919,220) | 79,867,648 | (8,144,625) | (32,476,500) | |
Net loss | (325,299) | (41,403,048) | (13,929,502) | (159,154,283) | |
Assets and liabilities of the discontinued operations | |||||
Current assets | $ 206,809 | ||||
Current liabilities | 1,151,073 | ||||
Discontinued Operations [Member] | |||||
Revenue | 0 | 12,346,952 | 8,291,842 | 38,082,039 | |
Cost of revenue | 0 | 11,995,731 | 7,900,122 | 36,905,872 | |
Gross Profit | 0 | 351,221 | 391,720 | 1,176,167 | |
Operating expenses | 0 | 728,952 | 408,644 | 2,133,375 | |
Loss from operations | 0 | (377,731) | (16,924) | (957,208) | |
Other income (expenses) | 0 | 0 | 0 | (3) | |
Net loss | 0 | $ (377,731) | (16,924) | $ (957,211) | |
Assets and liabilities of the discontinued operations | |||||
Current assets | 0 | 0 | 89,123 | ||
Property and equipment | 0 | 0 | 117,686 | ||
Total assets | 0 | 0 | 206,809 | ||
Current liabilities | 0 | 0 | 1,151,073 | ||
Total liabilities | $ 0 | $ 0 | $ 1,151,073 |
Discontinued Operations (Deta_2
Discontinued Operations (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Sep. 18, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Gain on disposition of discontinued operations | $ 1,001,711 | $ 1,381,803 | ||
Asset Purchase Agreement [Member] | Surge Holdings [Member] | ||||
Sale of common stock | 3,333,333 | |||
Consideartion from sale of common stock | $ 5,000,000 | |||
Payment of principal | $ 4,000,000 | |||
Number of common stock pledged | 3,333,333 | |||
Purchase and Sale Agreement [Member] | Mr. LightHouse LTD [Member] | ||||
Consideartion from sale of common stock | $ 100,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 21,969 | $ 21,969 |
Less accumulated depreciation | (21,969) | (21,969) |
Property and equipment, net | 0 | 0 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,430 | 9,430 |
Computer And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,539 | $ 12,539 |
Investment in. Surge Holdings_2
Investment in. Surge Holdings, Inc. and Mobiquity Technologies, Inc.; Convertible Note Receivable (Details Narrative) - USD ($) | Sep. 10, 2019 | Aug. 06, 2019 | May 10, 2019 | Sep. 04, 2018 | Jun. 23, 2020 | Sep. 30, 2019 | Nov. 19, 2018 | Sep. 30, 2020 | Aug. 12, 2020 | Dec. 31, 2019 |
Common stock shares authorised | 100,000,000,000 | 100,000,000,000 | ||||||||
Warrants description | Mobiquity delivered a counter signed letter agreement dated August 2, 2019 pursuant to which the Company exchanged 120,000,000 Mobiquity Warrants into 20,000,000 shares of Mobiquity common stock, which will result in the Company holding 60,000,000 shares of Mobiquity common stock. | |||||||||
Shares reserved for future issuance | 5,500,000 | |||||||||
Advangelists, LLC [Member] | ||||||||||
Membership interest | 49.00% | |||||||||
Interest | $ 7,475,000 | |||||||||
Promissory Note payable description | Cancellation of an outstanding Promissory Note payable by Glen to the Company in the amount of $1,200,000 originally issued on March 1, 2019. | |||||||||
GBT Technologies, S.A. [Member] | ||||||||||
Payment of consideration | 60,000,000 | |||||||||
Mobiquity [Member] | ||||||||||
Number of restricted Series AAAA Preferred Stock received | 1,000 | |||||||||
Issuance of common stock | 10,000,000 | 200 | ||||||||
Number of shares converted | 100,000,000 | 20,000,000 | ||||||||
Common stock purchase warrants issued | 150,000,000 | 30,000,000 | ||||||||
Warrant exercise price | $ 0.12 | $ 0.12 | ||||||||
Term | 5 years | |||||||||
Common stock shares authorised | 250,000,000 | |||||||||
Mobiquity [Member] | Stock Purchase Agreement [Member] | ||||||||||
Issuance of common stock | 110,000 | |||||||||
Number of common stock returned | 15,000,000 | |||||||||
Loss on sale of common stock | $ 3,673,595 | |||||||||
Mobiquity [Member] | Stock Purchase Agreement [Member] | Salkind Trust [Member] | ||||||||||
Sale of common stock | 7,000,000 | |||||||||
Consideartion from sale of common stock | $ 67,200 | |||||||||
Mobiquity [Member] | Stock Purchase Agreement [Member] | Salkind [Member] | ||||||||||
Sale of common stock | 28,000,000 | |||||||||
Consideartion from sale of common stock | $ 268,000 | |||||||||
Mobiquity [Member] | Stock Purchase Agreement [Member] | Katyal [Member] | ||||||||||
Issuance of common stock | 90,000 | |||||||||
Common stock owned | 0 | |||||||||
Sale of common stock | 10,000,000 | |||||||||
Glen Eagles Acquisition LP [Member] | ||||||||||
Common stock issued for consulting services | 20,000 | |||||||||
Surge Holdings [Member] | ||||||||||
Convertible debt decription | On or about June 23, 2020, the Company and AltCorp entered into agreements with SURG and Glen Eagles Acquisition LP (“Glen”) into series of agreements regarding the $4,000,000 SURG Note for which the SURG Note has been converted in full into 5,500,000 restricted stock of SURG (“Issued Shares”) along with an additional 22,000,000 SURG shares reserved for the benefit of the Company’s subsidiary as a true up of shares to secure the value of the Issued Shares as $2,750,000. The Company agreed that the Issued Shares will be restricted for a year. As a result of the exchange of $2,750,000 of the SURG Note for 5,500,000 shares of SURG common stock, the Company recognized a loss of $1,430,000. | |||||||||
Stock Issued During Period, Shares, Purchase of Assets | 5,500,000 | |||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 500,500 | |||||||||
Surge Holdings [Member] | Asset Purchase Agreement [Member] | ||||||||||
Sale of common stock | 3,333,333 | |||||||||
Consideartion from sale of common stock | $ 5,000,000 | |||||||||
Payment of principal | $ 4,000,000 | |||||||||
Lawyer's trust [Member] | ||||||||||
Legal fees | 100,000 | |||||||||
Accrued legal fees | $ 475,170 |
Equity Investment in GBT Tech_2
Equity Investment in GBT Technologies, S.A. (Details Narrative) - USD ($) | Feb. 06, 2019 | Jun. 17, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Debt conversion, converted instrument, Value | $ 958,489 | ||||||
Impairment charge | $ 5,500,000 | ||||||
Altcorp [Member] | |||||||
Note payable description | Note payable by Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada to the Company in the principal amount of $5,000,000 dated February 6, 2019 (of which the underlying security for this Promissory Note is 30,000,000 restricted shares of common stock of Mobiquity) and 60,000,000 restricted shares of common stock of Mobiquity. | ||||||
Impairment charge | $ 30,731,534 | ||||||
Altcorp [Member] | Series H Convertible Preferred Stock [Member] | |||||||
Number of shares converted | 20,000 | ||||||
Stock Issued for Acquisitions, Shares | 625,000 | ||||||
Conversion price (in dollars per share) | $ 10 | ||||||
Debt conversion, converted instrument, Value | $ 10,000,000 | ||||||
Interest rate | 6.00% | ||||||
Maturity date | Dec. 31, 2021 | ||||||
Dividend per share | $ 500 |
Investment in Joint Venture (De
Investment in Joint Venture (Details Narrative) - USD ($) | Mar. 06, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Impairment charge | $ 5,500,000 | ||||
Tokenize Agreement | |||||
Common stock contributed | 100,000,000 | ||||
Tokenize Agreement | Greenwich [Member] | |||||
Common stock contributed | 100,000,000 | ||||
Services in consideration | $ 33,333 | ||||
Impairment charge | $ 5,500,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total convertible notes payable | $ 13,742,654 | $ 11,000,000 |
Unamortized debt discount | (577,931) | |
Convertible note payable | 13,164,723 | 11,000,000 |
Less current portion | (3,011,123) | |
Convertible notes payable, long-term portion | 10,153,600 | 11,000,000 |
GBT Technologies, S.A. [Member] | ||
Total convertible notes payable | 10,000,000 | 1,000,000 |
Glen Eagle [Member] | ||
Total convertible notes payable | 10,000,000 | |
Power Up [Member] | ||
Total convertible notes payable | ||
Redstart Holdings [Member] | ||
Total convertible notes payable | 247,200 | |
Stanley Hills [Member] | ||
Total convertible notes payable | 1,158,471 | |
Iliad [Member] | ||
Total convertible notes payable | 2,336,983 | |
Convertible note payable | $ 2,336,983 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Convertible notes at beginning | $ 11,000,000 | |
Amortization of debt discounts | 3,881,423 | $ 6,745,837 |
Convertible notes, at end | 13,164,723 | |
Convertible Notes Payable | ||
Convertible notes at beginning | 11,000,000 | |
Issued for cash | 648,460 | |
Exchange of convertible note for other company assets | (1,000,000) | |
Notes payable converted to convertible notes | 3,980,883 | |
Original issue discount | 71,800 | |
Conversion to common stock | (958,489) | |
Debt discount related to new convertible notes | (4,411,683) | |
Amortization of debt discounts | 3,833,752 | $ 6,569,124 |
Convertible notes, at end | $ 13,164,723 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Detail Narrative) - USD ($) | Aug. 04, 2020 | Sep. 15, 2020 | Jul. 20, 2020 | Jun. 23, 2020 | Feb. 27, 2020 | Feb. 18, 2020 | Jun. 17, 2019 | Feb. 27, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||||||||
Value of share converted | $ 958,489 | |||||||||||
Amortization of debt discount | 3,881,423 | $ 6,745,837 | ||||||||||
Unamortized debt discount | $ 0 | 0 | $ 47,671 | |||||||||
Convertible note payable | 13,164,723 | 13,164,723 | 11,000,000 | |||||||||
Convertible Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Original issue discount | 71,800 | |||||||||||
Amortization of debt discount | 3,833,752 | $ 6,569,124 | ||||||||||
Unamortized debt discount | 577,931 | 577,931 | ||||||||||
Convertible note payable | 13,164,723 | 13,164,723 | $ 11,000,000 | |||||||||
Promissory Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Note payable, principal amount | $ 2,325,000 | |||||||||||
Original issue discount | 300,000 | |||||||||||
Consideration | 2,025,000 | |||||||||||
Paid for legal fees | 25,000 | |||||||||||
Securities Purchase Agreement | Convertible Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Note payable, principal amount | $ 183,600 | |||||||||||
Note payable, interest rate | 6.00% | |||||||||||
Note maturity date | May 15, 2021 | |||||||||||
Purchase price | $ 153,000 | |||||||||||
Iliad [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Value of share converted | $ 429,000 | |||||||||||
Number of shares converted | 39,425,822 | |||||||||||
Convertible note payable | 2,336,983 | $ 2,336,983 | ||||||||||
Accrued interest | 156,621 | 156,621 | ||||||||||
Iliad [Member] | Securities Purchase Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Note payable, principal amount | $ 2,765,983 | |||||||||||
Note maturity date | Aug. 27, 2020 | |||||||||||
Maturity date extension fees | $ 1,000 | |||||||||||
Stanley [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Note payable, principal amount | $ 1,214,900 | 1,158,471 | 1,158,471 | |||||||||
Proceeds from related party debt | $ 289,460 | |||||||||||
Note maturity date | Feb. 9, 2020 | |||||||||||
Value of share converted | $ 345,889 | |||||||||||
Number of shares converted | 36,756,267 | |||||||||||
Altcorp [Member] | Series H Convertible Preferred Stock [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ 10 | |||||||||||
Note maturity date | Dec. 31, 2021 | |||||||||||
Value of share converted | $ 10,000,000 | |||||||||||
Number of shares converted | 20,000 | |||||||||||
Surge Holdings [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible debt decriptions | On or about June 23, 2020, the Company and AltCorp entered into agreements with SURG and Glen Eagles Acquisition LP (“Glen”) into series of agreements regarding the $4,000,000 SURG Note. (See Note 5) Glen converted in full its $1,000,000 convertible note that was issued by the Company on July 8, 2019 plus $50,000 of accrued interest, into $1,050,000 of a SURG Note via an assignment of a portion ($1,050,000 of a $4,000,000 face value) of the $4,000,000 SURG Note. In addition, the Company entered into a consulting agreement with Glen for which the Company shall pay to Glen $200,000 via an assignment of a portion ($200,000 of a $4,000,000 face value) of the $4,000,000 SURG Note. Glen in turn will convert all its $1,250,000 considerations received into 2,500,000 SURG shares. | |||||||||||
Redstart Holdings Corp [Member] | Securities Purchase Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Note payable, principal amount | $ 153,600 | $ 93,600 | ||||||||||
Note payable, interest rate | 6.00% | 6.00% | ||||||||||
Note maturity date | Nov. 3, 2021 | Sep. 15, 2021 | ||||||||||
Purchase price | $ 128,000 | $ 78,000 |
Note Payable (Details)
Note Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total notes payable | $ 2,750,000 | $ 5,971,261 |
Unamortized debt discount | 0 | (47,671) |
Notes payable | 2,750,000 | 5,923,590 |
Less current portion | (2,600,988) | 0 |
Notes payable, long-term portion | 149,012 | 5,923,590 |
Promissory note to investor | ||
Total notes payable | 2,325,000 | |
Promissory note to investor two | ||
Total notes payable | 1,046,261 | |
SBA loan | ||
Total notes payable | 150,000 | |
RWJ Advanced Marketing, LLC | ||
Total notes payable | $ 2,600,000 | $ 2,600,000 |
Note Payable (Details 1)
Note Payable (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Notes Payable at beginning | $ 5,923,590 | |
Amortization of debt discounts | 3,881,423 | $ 6,745,837 |
Notes Payable, at end | 2,600,988 | |
Notes Payable [Member] | ||
Notes Payable at beginning | 5,923,590 | |
Issued for cash | 318,639 | |
Accrued interest and penalties added to notes payable | 440,983 | |
Notes payable converted to convertible notes | (3,980,883) | |
Amortization of debt discounts | 47,671 | |
Notes Payable, at end | $ 2,750,000 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jun. 22, 2020 | Feb. 27, 2020 | Feb. 27, 2019 | Sep. 30, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2017 | |
Interest expense | $ 500,351 | $ 490,265 | $ 2,201,915 | $ 6,414,500 | ||||||
Unamortized debt discount | 577,931 | 577,931 | $ 0 | |||||||
Stanley [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Interst payable date | Feb. 9, 2020 | |||||||||
Note payable, principal amount | $ 1,214,900 | 1,158,471 | 1,158,471 | |||||||
Securities Purchase Agreement | Iliad [Member] | ||||||||||
Interst payable date | Aug. 27, 2020 | |||||||||
Note payable, principal amount | $ 2,765,983 | |||||||||
Promissory Note [Member] | ||||||||||
Interest rate | 10.00% | |||||||||
Note payable, principal amount | $ 2,325,000 | |||||||||
Original issue discount | 300,000 | |||||||||
Consideration | 2,025,000 | |||||||||
Paid for legal fees | $ 25,000 | |||||||||
Interest expense | 47,671 | $ 176,712 | ||||||||
Unamortized debt discount | $ 0 | $ 0 | ||||||||
RWJ Advanced Marketing, LLC | ||||||||||
Interest rate | 3.50% | |||||||||
Interst payable date | Dec. 31, 2019 | |||||||||
EIDL [Member] | ||||||||||
Principal periodic payments | $ 731 | |||||||||
Term | 30 years | |||||||||
Interest rate | 3.75% |
Accrued Settlement (Details Nar
Accrued Settlement (Details Narrative) - Securities Purchase Agreement - Investor - USD ($) | 1 Months Ended | |
Dec. 23, 2019 | Jan. 31, 2019 | |
Arbitrator awarded | $ 4,034,444 | |
Interest rate | 7.25% | |
Interest | $ 55,613 | |
Legal matter | $ 8,340,000 | |
Gain on settlement of debt | $ 1,375,556 |
Derivative Liability (Details)
Derivative Liability (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stock price | $ 0.012 | |
Risk free rate | 0.12% | |
Volatility | 250.00% | |
Dividend rate | 0.00% | |
Minimum [Member] | ||
Conversion/ Exercise price | $ .007 | |
Maximum [Member] | ||
Conversion/ Exercise price | $ .008 |
Derivative Liability (Details 1
Derivative Liability (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Notes to Financial Statements | ||||
Derivative liability balance, Beginning | ||||
Issuance of derivative liability | 5,285,799 | |||
Fair value of beneficial conversion feature of debt repaid/converted | (1,475,603) | |||
Change in derivative liability during the period | $ (1,653,200) | $ (88,275,752) | (612,829) | $ 13,614,981 |
Derivative liability balance, end | $ 3,197,367 | $ 3,197,367 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | ||
Warrants Outstanding, Beginning | 19,654,167 | |
Warrants Granted | 0 | |
Warrants Forfeited | (4,000) | |
Warrants Exercised | 0 | |
Warrants Outstanding, End | 19,650,167 | 19,654,167 |
Warrants Exercisable, End | 19,650,167 | |
Weighted Average Exercise Price Warrants Outstanding, Beginning | $ 1.57 | |
Weighted Average Exercise Price Warrants Outstanding, End | 1.57 | |
Weighted Average Exercise Price Warrants Exercisable at End | $ 1.57 | |
Weighted Average Remaining Contractual Life, Outstanding | 2 years 4 days | 2 years 3 months 4 days |
Weighted Average Remaining Contractual Life Exercisable at End | 2 years 4 days | |
Aggregate Intrinsic Value Outstanding, Beginning | $ 1,111,600 | |
Aggregate Intrinsic Value Outstanding, End | 0 | $ 1,111,600 |
Aggregate Intrinsic Value Outstanding, Exercisable at End | $ 0 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Number of warrants Outstanding | 19,650,167 | 19,654,167 |
Number of warrants Exercisable | 19,650,167 | |
$0.50 | ||
Number of warrants Outstanding | 15,880,000 | |
Exercise price of warrants Outstanding | $ 0.5 | |
Number of warrants Exercisable | 15,880,000 | |
Exercise price of warrants Exercisable | $ 0.5 | |
$1.85 | ||
Number of warrants Outstanding | 3,000,000 | |
Exercise price of warrants Outstanding | $ 1.85 | |
Number of warrants Exercisable | 3,000,000 | |
Exercise price of warrants Exercisable | $ 1.85 | |
$2.70 | ||
Number of warrants Outstanding | 500,000 | |
Exercise price of warrants Outstanding | $ 2.7 | |
Number of warrants Exercisable | 500,000 | |
Exercise price of warrants Exercisable | $ 2.7 | |
$31.90 | ||
Number of warrants Outstanding | 20,000 | |
Exercise price of warrants Outstanding | $ 31.9 | |
Number of warrants Exercisable | 20,000 | |
Exercise price of warrants Exercisable | $ 31.9 | |
$50.00 | ||
Number of warrants Outstanding | 100,000 | |
Exercise price of warrants Outstanding | $ 50 | |
Number of warrants Exercisable | 100,000 | |
Exercise price of warrants Exercisable | $ 50 | |
$75.00 | ||
Number of warrants Outstanding | 75,000 | |
Exercise price of warrants Outstanding | $ 75 | |
Number of warrants Exercisable | 75,000 | |
Exercise price of warrants Exercisable | $ 75 | |
$100.00 | ||
Number of warrants Outstanding | 50,000 | |
Exercise price of warrants Outstanding | $ 100 | |
Number of warrants Exercisable | 50,000 | |
Exercise price of warrants Exercisable | $ 100 | |
$200.00 | ||
Number of warrants Outstanding | 6,667 | |
Exercise price of warrants Outstanding | $ 200 | |
Number of warrants Exercisable | 6,667 | |
Exercise price of warrants Exercisable | $ 200 | |
$235.00 | ||
Number of warrants Outstanding | 10,000 | |
Exercise price of warrants Outstanding | $ 235 | |
Number of warrants Exercisable | 10,000 | |
Exercise price of warrants Exercisable | $ 235 | |
$250.00 | ||
Number of warrants Outstanding | 7,500 | |
Exercise price of warrants Outstanding | $ 250 | |
Number of warrants Exercisable | 7,500 | |
Exercise price of warrants Exercisable | $ 250 | |
$280.00 | ||
Number of warrants Outstanding | 1,000 | |
Exercise price of warrants Outstanding | $ 280 | |
Number of warrants Exercisable | 1,000 | |
Exercise price of warrants Exercisable | $ 280 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 17, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2014 | Dec. 31, 2019 | Nov. 02, 2011 | |
Reverse stock split | 1 for 100 | |||||||
Stock issued for Services, Value | $ 101,200 | $ 134,700 | ||||||
Debt conversion, converted instrument, Value | $ 958,489 | |||||||
Debt conversion, converted instrument, shares | 95,793,475 | |||||||
Debt conversion, converted instrument, Accrued interest | $ 4,590 | |||||||
Shares issued for joint venture, shares | 100,000,000 | |||||||
Shares issued for joint venture, value | $ 5,500,000 | |||||||
Shares cancelled | 200,000 | |||||||
Investor | ||||||||
Number of shares converted | 74,762 | |||||||
Stock issued for disputed penalties, shares | 59,820 | |||||||
Stock issued for disputed penalties, value | $ 975,065 | |||||||
Investor | Principal [Member] | ||||||||
Debt conversion, converted instrument, Value | 1,357,200 | |||||||
Investor | Accrued Interest [Member] | ||||||||
Debt conversion, converted instrument, Value | $ 62,934 | |||||||
Series H Convertible Preferred Stock [Member] | ||||||||
Preferred stock, issued | 20,000 | 20,000 | ||||||
Preferred stock, Outstanding | 20,000 | 20,000 | ||||||
Series G Convertible Preferred Stock [Member] | ||||||||
Preferred stock, issued | 0 | 0 | ||||||
Preferred stock, Outstanding | 0 | 0 | ||||||
Series D Convertible Preferred Stock [Member] | ||||||||
Preferred stock, issued | 0 | 0 | ||||||
Preferred stock, Outstanding | 0 | 0 | ||||||
Series C Convertible Preferred Stock [Member] | ||||||||
Preferred stock, issued | 700 | 700 | ||||||
Preferred stock, Outstanding | 700 | 700 | ||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Preferred stock, issued | 45,000 | 45,000 | ||||||
Preferred stock, Outstanding | 45,000 | 45,000 | ||||||
Conversion price (in dollars per share) | $ 30 | |||||||
Gv Global Communications Inc [Member] | Series C Convertible Preferred Stock [Member] | ||||||||
Preferred stock, Outstanding | 700 | 700 | ||||||
Debt conversion, converted instrument, Value | $ 7,770 | |||||||
Stock issued during period, shares, stock splits | 120 | |||||||
Stock issued during period, additional shares, stock splits | 42 | |||||||
Altcorp [Member] | Series H Convertible Preferred Stock [Member] | ||||||||
Number of shares converted | 20,000 | |||||||
Stock Issued for Acquisitions, Shares | 625,000 | |||||||
Conversion price (in dollars per share) | $ 10 | |||||||
Debt conversion, converted instrument, Value | $ 10,000,000 | |||||||
Interest rate | 6.00% | |||||||
Maturity date | Dec. 31, 2021 | |||||||
Dividend per share | $ 500 | |||||||
Employees and Board Members [Member] | ||||||||
Stock issued for Services, Shares | 9,500 | |||||||
Stock issued for Services, Value | $ 235,900 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Mar. 06, 2020 | Jan. 02, 2019 | Oct. 10, 2018 | Apr. 06, 2018 | Sep. 02, 2017 | Sep. 30, 2020 | Sep. 30, 2019 |
Related Party Transaction [Line Items] | |||||||
Payment for legal services | $ 10,000 | $ 90,000 | |||||
RWJ Advanced Marketing, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Base Salary | $ 250,000 | ||||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Base Salary | $ 250,000 | ||||||
Additional salary payable | $ 70,000 | ||||||
BitSpeed Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock contributed | 100,000,000 | ||||||
Value of common stock contributed | $ 17,900,000 | ||||||
Employment Agreement | Davis [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Base salary | $ 400,000 | ||||||
Stock option issued | 50,000 | ||||||
Option vested description | The options will be earned and vested (i) with respect to 20,000 shares of common stock on the date hereof, (ii) 5,000 shares of common stock upon the successful dual list of the Company on an international exchange such as SIX Zurich Stock Exchange or Euronext, (iii) 15,000 shares of common stock upon the successful up listing to a national exchange such as the Nasdaq, NYSE Euronext, TSX, AMEX or other, and (iv) with respect to 5,000 shares of common stock at each of the six (6) month anniversaries (July 1, 2019 and January 1, 2020). The exercise price of such options shall be the closing price of the Company on the date prior to such event. | ||||||
Tokenize Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock contributed | 100,000,000 | ||||||
Principlal amount | $ 10,000,000 | ||||||
Consideration for services payable | $ 33,333 | ||||||
Debt instrument term | 2 years |
Contingencies (Details Narrativ
Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jul. 28, 2020 | Jan. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 03, 2018 | |
Revenues | $ 45,000 | $ 45,000 | $ 135,000 | $ 135,000 | ||||
Sought value | $ 48,844 | |||||||
Legal cost | $ 716 | |||||||
GBT Technologies [Member] | ||||||||
Revenues | 300,000 | |||||||
Payment for expenses | $ 5,000,000 | |||||||
Unearned revenue | $ 200,000 | $ 200,000 | $ 200,000 | |||||
Securities Purchase Agreement | Investor | ||||||||
Arbitrator awarded | $ 4,034,444 | |||||||
Interest rate | 7.25% | |||||||
Interest | $ 55,613 | |||||||
Senior Secured Redeemable Convertible Debenture [Member] | Securities Purchase Agreement | ||||||||
Note payable, principal amount | $ 8,340,000 | |||||||
Note payable, interest rate | 2.00% | |||||||
Warrants aquire | 225,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 10, 2020 | Sep. 30, 2020 | Oct. 08, 2020 | Dec. 31, 2019 |
Convertible promissory note | $ 13,742,654 | $ 11,000,000 | ||
Debt conversion, converted instrument, Value | $ 958,489 | |||
Debt conversion, converted instrument, shares | 95,793,475 | |||
Stanley [Member] | ||||
Debt conversion, converted instrument, Value | $ 345,889 | |||
Subsequent Event [Member] | Stanley [Member] | ||||
Debt conversion, converted instrument, Value | $ 76,500 | |||
Debt conversion, converted instrument, shares | 10,000,000 | |||
Subsequent Event [Member] | Rasel Ltd [Member] | ||||
Debt conversion, converted instrument, Value | $ 76,500 | |||
Debt conversion, converted instrument, shares | 10,000,000 | |||
Subsequent Event [Member] | Rasel Ltd [Member] | ||||
Convertible promissory note | $ 75,600 |