Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 23, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-54530 | ||
Entity Registrant Name | GBT TECHNOLOGIES INC. | ||
Entity Central Index Key | 0001471781 | ||
Entity Tax Identification Number | 27-0603137 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 2450 Colorado Ave. | ||
Entity Address, Address Line Two | Suite 100E | ||
Entity Address, City or Town | Santa Monica | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90404 | ||
City Area Code | 888 | ||
Local Phone Number | 685-7336 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 7,045,784 | ||
Entity Common Stock, Shares Outstanding | 33,663,501 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | CO | ||
Auditor Firm ID | 5041 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 155,106 | $ 113,034 |
Cash held in trust | 112,942 | 402,532 |
Marketable equity security | 649,000 | |
Other receivable | 3,750,000 | |
Total current assets | 4,018,048 | 1,164,566 |
Total assets | 4,018,048 | 1,164,566 |
Current Liabilities: | ||
Accounts payable and accrued expenses (including related parties of $2,302,928 and $410,833) | 6,896,263 | 3,103,983 |
Accrued settlement | 4,090,057 | 4,090,057 |
Unearned revenue | 249,384 | 249,675 |
Convertible notes payable, current, net of discount of $190,464 and $362,004 | 8,109,436 | 12,417,237 |
Convertible notes payable, related party, net of discount of $0 and $0 | 116,605 | 1,009,469 |
Notes payable, current, net of discount of $0 and $47,671 | 2,612,397 | 2,601,737 |
Notes payable, current, related party | 140,000 | 140,000 |
Derivative liability | 10,192,485 | 5,262,448 |
Total current liabilities | 32,406,629 | 28,874,606 |
Convertible note payable, noncurrent, net of discount of $88,403 and $0 | 35,797 | |
Note payable, noncurrent | 337,603 | 148,263 |
Total liabilities | 32,780,029 | 29,022,869 |
Contingencies (Note 15) | ||
Stockholders’ Deficit: | ||
Common stock, $0.00001 par value; 2,000,000,000 shares authorized; 33,200,198 and 5,133,489 shares issued and outstanding at December 31, 2021 and December 31, 2020 | 332 | 51 |
Treasury stock, at cost; 21 shares at December 31, 2021 and December 31, 2020 | (643,059) | (643,059) |
Stock loan receivable | (7,610,147) | (7,610,147) |
Additional paid in capital | 284,072,666 | 251,046,191 |
Accumulated deficit | (304,581,773) | (270,651,339) |
Total stockholders’ deficit | (28,761,981) | (27,858,303) |
Total liabilities and stockholders’ deficit | 4,018,048 | 1,164,566 |
Series B Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | ||
Series D Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | ||
Series G Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | ||
Series H Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts payable and accrued expenses related party | $ 2,302,928 | $ 410,833 |
Note payable discount | 190,464 | 362,004 |
Note payable discount | 0 | 0 |
Discount | 0 | 47,671 |
Note payable discount | $ 88,403 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, issued | 33,200,198 | 5,133,489 |
Common stock, outstanding | 33,200,198 | 5,133,489 |
Treasury stock | 21 | 21 |
Series B 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 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 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 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 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 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Consulting Income - related party | $ 180,000 | $ 180,000 |
Operating expenses: | ||
General and administrative expenses | 293,628 | 188,665 |
Marketing expenses | 837,614 | 310,840 |
Professional expenses | 2,124,272 | 1,853,331 |
Impairment of assets | 15,400,000 | 5,600,000 |
Total operating expenses | 18,655,514 | 7,952,836 |
Loss from operations | (18,475,514) | (7,772,836) |
Other income (expense): | ||
Amortization of debt discount | (824,238) | (4,197,550) |
Change in fair value of derivative liability | (1,339,117) | (1,533,610) |
Interest expense and financing costs | (2,022,584) | (2,949,849) |
Unrealized gain (loss) on marketable equity security | (671,000) | |
Realized gain (loss) on disposal of marketable equity security | 11,000 | (424,830) |
Loss on exchange of assets | (1,430,000) | |
Loss on debt modification | (13,777,480) | |
Other income | 2,497,500 | |
Total other income (expense) | (15,454,919) | (11,206,839) |
Loss before income taxes | (33,930,433) | (18,979,675) |
Income tax expense | ||
Loss from continuing operations | (33,930,433) | (18,979,675) |
Discontinued operations | ||
Loss from operations of discontinued operations | (16,924) | |
Gain on disposition of discontinued operations | 1,001,711 | |
Loss from discontinued operations, net | 984,787 | |
Net loss | $ (33,930,433) | $ (17,994,888) |
Weighted average common shares outstanding: | ||
Basic and diluted | 19,991,381 | 3,199,860 |
Net loss per share (basic and diluted): | ||
Continuing operations | $ (1.70) | $ (5.93) |
Net loss per share | $ (1.70) | $ (5.62) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY DEFICIT - USD ($) | Common Stock [Member] | Treasury Stock [Member] | Loan Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 3 | $ (643,059) | $ (7,610,147) | $ 242,196,768 | $ (252,656,451) | $ (18,712,886) |
Beginning balance, shares at Dec. 31, 2019 | 330,727 | 1,040 | ||||
Common stock issued for conversion of convertible debt | $ 28 | 1,311,051 | 1,311,079 | |||
Common stock issued for conversion of convertible debt, shares | 2,802,762 | |||||
Common stock issued for joint venture | $ 20 | 5,499,980 | 5,500,000 | |||
Common stock issued for joint venture, shares | 2,000,000 | |||||
Fair value of beneficial conversion feature of converted | 2,038,392 | 2,038,392 | ||||
Net loss | (17,994,888) | (17,994,888) | ||||
Ending balance, value at Dec. 31, 2020 | $ 51 | $ (643,059) | (7,610,147) | 251,046,191 | (270,651,339) | (27,858,303) |
Ending balance, shares at Dec. 31, 2020 | 5,133,489 | 1,040 | ||||
Common stock issued for conversion of convertible debt and accrued interest | $ 139 | 5,677,867 | 5,678,006 | |||
Common stock issued for conversion of convertible debt and accrued interest, shares | 13,821,709 | |||||
Common stock issued for services | $ 2 | 281,748 | 281,750 | |||
Common stock issued for services, shares | 245,000 | |||||
Common stock issued for joint venture | $ 140 | 15,399,860 | 15,400,000 | |||
Common stock issued for joint venture, shares | 14,000,000 | |||||
Fair value of beneficial conversion feature of converted | 11,666,999 | 11,666,999 | ||||
Net loss | (33,930,433) | (33,930,433) | ||||
Ending balance, value at Dec. 31, 2021 | $ 332 | $ (643,059) | $ (7,610,147) | $ 284,072,666 | $ (304,581,773) | $ (28,761,981) |
Ending balance, shares at Dec. 31, 2021 | 33,200,198 | 1,040 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (33,930,433) | $ (17,994,888) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 46,363 | |
Amortization of debt discount | 824,238 | 4,197,550 |
Change in fair value of derivative liability | 1,339,117 | 1,533,610 |
Excess of debt discount and financing costs | 136,785 | 1,343,847 |
Shares issued for services | 281,748 | |
Loss on modification of debt | 13,777,480 | 242,712 |
Impairment of assets | 15,400,000 | 5,600,000 |
Unrealized (gain) loss on market equity security | 621,000 | |
Realized gain on disposal of market equity security | (11,000) | 474,830 |
Loss on exchange of assets | 1,430,000 | |
Gain on disposition of discontinued operations | (1,001,711) | |
Convertible note receivable exchanged for services | 200,000 | |
Payment of other income with marketable securities | (800,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,674 | |
Other receivable | (3,750,000) | |
Cash held in trust | 289,590 | 172,638 |
Unearned revenue | (291) | |
Accounts payable and accrued expenses | 5,073,651 | 2,137,949 |
Net cash used in operating activities | (1,369,114) | (994,426) |
Cash Flows From Investing Activities: | ||
Purchase of property and equipment | (4,200) | |
Cash of discontinued operations | (227,571) | |
Net cash used in investing activities | (231,771) | |
Cash Flows From Financing Activities: | ||
Issuance of convertible notes | 1,317,386 | 820,958 |
Repayment of convertible notes | (106,200) | |
Issuance of notes payable | 200,000 | 458,639 |
Net cash provided by financing activities | 1,411,186 | 1,279,597 |
Net increase in cash | 42,072 | 53,400 |
Cash, beginning of period | 113,034 | 59,634 |
Cash, end of period | 155,106 | 113,034 |
Interest | 2,898 | |
Income taxes | ||
Supplemental non-cash investing and financing activities | ||
Debt discount related to convertible debt | 741,100 | 4,511,883 |
Reduction in derivative liability due to conversion | 11,666,999 | 1,899,557 |
Shares issued for conversion of convertible debt | 5,678,006 | 5,049,250 |
Transfer of marketable equity security to repay convertible note | 660,000 | |
Transfer of accounts payable to convertible note | 424,731 | |
Transfer of accrued interest to convertible note | $ 202,899 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [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”, or “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 consulting services; and (ii) from the licensing of its technology. Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Stock Split On October 26, 2021, the Company effectuated a 1 for 50 Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit of $ 304,581,773 28,388,580 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 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 | 12 Months Ended |
Dec. 31, 2021 | |
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 valuation of derivatives and valuation allowance on deferred tax assets. Principles of Consolidation The accompanying 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; the Company’s 50% owned subsidiary, Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada (currently inactive), a wholly owned subsidiary, 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 December 31, 2021 and 2020, the Company did no Cash Held in Trust Cash held in trust consists of proceeds from the sale of investments. The proceeds less the payment of certain expenses are being held in AltCorp’s (the Company’s wholly owned subsidiary) attorney trust account. (See Note 4) 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 6 100,000 50,000 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 December 31, 2021 and 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 December 31, 2021 and 2020, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Schedule of Fair Value Measurements Fair Value Fair Value Measurements at As of December 31, 2021 Description December 31, 2021 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Conversion feature on convertible notes $ 10,192,485 $ — $ 10,192,485 $ — Fair Value Fair Value Measurements at As of December 31, 2020 Description December 31, 2020 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Marketable equity security - Surge Holdings, Inc. $ 649,000 $ — $ 649,000 $ — Conversion feature on convertible notes $ 5,262,448 $ — $ 5,262,448 $ — 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. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. 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 consulting 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 consulting services - revenue is recorded on a monthly basis as services are provided; and 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 $ 200,000 249,384 249,675 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 Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share December 31, December 31, 2021 2020 Series B preferred stock 45,000 45,000 Series C preferred stock 700 700 Series H preferred stock 20,000 20,000 Warrants 392,870 392,870 Convertible notes 83,722,340 9,627,021 Total 84,180,910 10,085,591 Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of December 31, 2021, through the date which the 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 consolidated financial statements. Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
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 . 100,000 100,000 50,000 UGO has been presented as discontinued operations on the accompanying financial statements. The operating results for UGO have been presented in the accompanying condensed consolidated statements of operations for the years ended December 31, 2021 and 2020 as discontinued operations and are summarized below: Schedule Of Discontinued Operations Years Ended December 31, 2021 2020 Revenue $ — 8,291,842 Cost of revenue — 7,900,122 Gross Profit — 391,720 Operating expenses — 408,644 Loss from operations — (16,924 ) Other income (expenses) — — Net loss $ — $ (16,924 ) |
Investment in Surge Holdings, I
Investment in Surge Holdings, Inc. | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Investment in Surge Holdings, Inc. | Note 4 – Investment in Surge Holdings, Inc. Surge Holdings, Inc. On September 30, 2019, GBT Technologies Inc. (the “Company”) entered into an Asset Purchase Agreement (“APA”) 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 3,333,333 4,000,000 3,750,000 On June 23, 2020, SURG entered into an Exchange Agreement (the “AltCorp Exchange Agreement”) with AltCorp Trading LLC (“AltCorp”) with such AltCorp Exchange Agreement being consented and agreed to by the Company, the parent of AltCorp. At the expiration of the lock-up period, in the event the VWAP for the SURG Common Stock was, during the preceding twenty-day trading period, less than $ 0.50 On March 8, 2020, SURG filed a lawsuit against its transfer agent from transferring millions of SURG stock that is currently in possession by the Company and assigned to Stanley Hills, LLC. On January 1, 2021, SURG, AltCorp and Stanley Hills, LLC (“Stanley”) entered into a Mutual Release and Settlement Agreement (“Settlement Agreement”). Pursuant to the terms of the Settlement Agreement, SURG agreed to amend the AltCorp Exchange Agreement where SURG acknowledged a debt of $ 3,300,000 100,000 400,000 800,000 4,200,000 This $4.2 million amount consists of $450,000 paid by SURG in November and December 2021, $100,000 to be paid on or about January 4, 2022, and $3,650,000 to be paid on or prior to January 7, 2022 of which $375,000 will be held in escrow as described before. The $3,750,000 was recorded as other receivable as of December 31, 2021. As of December 31, 2021, the Company has recorded an outstanding payable balance to Stanley amounted $1,862,928 recorded under accrued expenses. Subsequently, SURG was a party to two lawsuits in state District Court, the Eighth Judicial District Court for Clark County, Nevada involving AltCorp, Stanley and Glen Eagles Acquisition LP (the “AltCorp Parties.”). Each of these lawsuits were ultimately disputes relating to the total consideration SURG was to pay the Company under the APA. On October 18, 2021, the AltCorp Parties, the Company, and SURG entered into a Memorandum of Understanding (the “MOU”) to set up a framework for an attempt to settle the two lawsuits. On December 22, 2021 (the “Effective Date”), pursuant to the framework in the MOU, the AltCorp Parties (and an additional third party), the Company, ECS, and SURG, Kevin Brian Cox (SURG’s Chief Executive Officer) - in his individual capacity, entered into a Resolution of Purchase, Mutual Release, and Settlement Agreement (the “Final Settlement Agreement”) to settle the two lawsuits and resolve all disputes related to the consideration paid by SURG to the Company in connection with the APA. The Final Settlement Agreement, among other resolutions, essentially provides the following: (i) From the total consideration of the Final Settlement Agreement, the amount of $ 375,000 1,000,000 (ii) SURG agreed to make total payments of $4,200,000 to the Company’s trust account on or prior to January 7, 2022. This $4.2 million amount consists of $450,000 paid to the Company in November and December 2021, $100,000 to be paid on or about January 4, 2022, and $3,650,000 to be paid on or prior to January 7, 2022 of which $375,000 will be held in escrow as described before. The final settlement SURG agreed to make total payments of $4,200,000 to the Company’s trust account on or prior to January 7, 2022. The $3,750,000 was recorded as other receivable as of December 31, 2021. The entire balance of $3,750,000 was paid in January 2022. (iii) Potential payments to third parties. The Final Settlement Agreement replaces all prior agreements between the parties. In addition, within three (3) trading days of the last payment related to the $ 4.2 The final settlement of $ 3,750,000 2,650,000 |
Stock Loan Receivable
Stock Loan Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Stock Loan Receivable | |
Stock Loan Receivable | Note 5 - 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 4,005 7,610,147 375,000 4,005 |
Impaired Investment
Impaired Investment | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Impaired Investment | Note 6 – Impaired Investment 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 20,000 10,000,000 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 Technologies, Inc. (“Mobiquity”) and 60,000,000 restricted shares of common stock of Mobiquity. The Gopher Convertible Note bears interest of 6 December 31, 2021 20,000 500 500.00 On May 19, 2021, the Company, entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of Note Balance Principal and Accrued Interest (the “Gonzalez Agreement”) with third party, GBT-CR, IGOR 1 Corp and Gonzalez. Pursuant to the Gonzalez Agreement, without any party admission of liability and to avoid litigation, the parties has agreed to (i) extend the GBT Convertible Note maturity date to December 31,2022, (ii) amend the GBT Convertible Note terms to include a beneficial ownership blocker of 4.99% and a modified conversion feature to the GBT Convertible Note with 15% discount to the market price during the 20 trading day period ending on the latest complete trading day prior to the conversion date and (iii) provided for an assignment of the GBT Convertible Note by Gonzalez to a third party. 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% after GBT-CR issued additional shares to other investors therefore 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). The stay-at-home order was lifted in California only on January 25, 2021. 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. 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. 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. Tokenize shall contribute the services and resources for the development of the Technology Portfolio to GBT Tokenize. The Company shall contribute 2,000,000 5,500,000 In addition, GBT Tokenize and Gonzalez entered into a Consulting Agreement in which Gonzalez is engaged to provide services in consideration of $ 33,333 424,731 Through this Joint Venture the parties commenced development of an intelligent human vital signs’ device, which we currently refer to as the qTerm. The platform is an expansion of the existing license agreement with GBT Tokenize Corp., which provided GBT Tokenize Corp. with an exclusive territory of California to develop certain of the Company’s technology. As the nature of the platform cannot be restricted only to California, the Company’s joint venture GBT Tokenize Corp. will be compensated with additional two hundred million shares of the Company to strengthen its funding, subject to board approval. A provisional patent application for the qTerm Medical Device was filed on March 30, 2020 with the USPTO. The application has been assigned serial number 63001564. The Joint Venture completed successfully the first prototype. There is no guarantee that the Company will be successful in researching, developing or implementing this product into the market. In order to successfully implement this concept, the Company will need to raise adequate capital to support its research and, if successfully researched, developed and granted regulatory approval, the Company would need to enter into a strategic relationship with a third party that has experience in manufacturing, selling and distributing this product. There is no guarantee that the Company will be successful in any or all of these critical steps. On May 28, 2021, the parties agreed to amend the Tokenize Agreement to expand territory granted for the Technology Portfolio under the license to GBT Tokenize to include the entire continental United States. The Company has further agreed to issue GBT Tokenize an additional 14,000,000 15,400,000 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 15,400,000 Although the investment was impaired, the product development is still ongoing. The carrying amount of this investment at December 31, 2021 and December 2020, was $ 0 0 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 7 – Accounts Payable and Accrued Expenses Accounts payable and accrued expenses at December 31, 2021 and 2020 consist of the following: Schedule Of Accounts Payable and Accrued Expenses 2021 2020 Accounts payable $ 1,110,127 $ 1,045,778 Accrued liabilities 3,033,016 — Accrued interest 2,753,120 1,876,005 Other — 182,200 $ 6,896,263 $ 3,103,983 |
Unearned Revenue
Unearned Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Unearned Revenue | |
Unearned Revenue | Note 8 – 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 $ 200,000 249,384 249,675 |
Convertible Notes Payable, Non-
Convertible Notes Payable, Non-related Partied and Related Party | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable, Non-related Partied and Related Party | Note 9 – Convertible Notes Payable, Non-related Partied and Related Party Convertible notes payable – non related parties at December 31, 2021 and 2020 consist of the following: Schedule Of Rollfoward of convertible note December 31, December 31, 2021 2020 Convertible note payable to GBT Technologies S.A $ 8,055,400 $ 10,000,000 Convertible notes payable to Sixth Street 124,200 — Convertible notes payable to Redstart Holdings 244,500 347,400 Convertible note payable to Iliad — 2,431,841 Total convertible notes payable, non related parties 8,424,100 12,779,241 Unamortized debt discount (278,867 ) (362,004 ) Convertible notes payable – non related parties 8,145,233 12,417,237 Less current portion (8,109,436 ) (12,417,237 ) Convertible notes payable – non related parties, long-term portion $ 35,797 $ — $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 December 31, 2021 20,000 500 85 On May 19, 2021, the Company, Gonzalez, GBT-CR and IGOR 1 Corp entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of outstanding balance plus accrued interest (the “Gonzalez Agreement”). Pursuant to the Gonzalez Agreement, without any party admission of liability and to avoid litigation, the parties has agreed to (i) extend the GBT convertible note maturity date to December 31, 2022, (ii) amend the GBT convertible note terms to include a beneficial ownership blocker of 4.99% and a modified conversion feature to the GBT convertible note with 15% discount to the market price during the 20 trading day period ending on the latest complete trading day prior to the conversion date and (iii) provided for an assignment of the GBT convertible note by Gonzalez to a third party. As a result of the change in terms of this convertible note, the Company took a charge related to the modification of debt of $ 13,777,480 During the year ended December 31, 2021, IGOR 1 converted $1,284,600 of the convertible note into 4,185,650 shares of the Company’s common stock. Also, on June 24, 2021, the Company transferred 5,500,000 SURG shares received as repayment of $660,000 of this convertible note (See Note 4). As of December 31, 2021, the note had an outstanding balance of $ 8,055,400 1,545,721 Redstart Holdings Corp. Paid Off Notes/Converted Notes 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 $ 153,600 128,000 November 3, 2021 6 th 153,600 226,532 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 78,000 September 15, 2021 6 th 93,600 89,169 On December 9, 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. 3”) in the aggregate principal amount of $ 100,200 83,500 December 9, 2021 6 th 100,200 135,582 On February 10, 2021, 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. 4”) in the aggregate principal amount of $ 184,200 153,500 February 5, 2022 6 th 184,200 386,146 On March 15, 2021, 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. 5”) in the aggregate principal amount of $106,200 for a purchase price of $88,500. The Redstart Note No. 5 has a maturity date of June 15, 2022 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note No. 5 at the rate of six percent ( 6 th 106,200 317,837 On May 26, 2021, 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. 6”) in the aggregate principal amount of $106,200 for a purchase price of $88,500. The Redstart Note No. 6 has a maturity date of August 26, 2022 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note No. 6 at the rate of six percent ( 6 th 141,782 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 2,025,000 25,000 On February 27, 2020, the Company and Iliad entered into an Amendment to the Iliad Note (See Note 8) 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. Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability. 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 1,000 2,508,737 4,053,069 0 2,431,841 Outstanding Notes On September 21, 2021, 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. 7”) in the aggregate principal amount of $244,500 for a purchase price of $203,750. The Redstart Note No. 7 has a maturity date of December 22, 2022 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note No. 7 at the rate of two and a half percent (2.5%) per annum from the date on which the Redstart Note No. 7 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. 7, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No. 7. The transactions described above closed on September 28, 2021. The outstanding principal amount of the Redstart Note No. 7 may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180 th 244,500 1,591 Sixth Street Lending LLC On November 8, 2021, the Company entered into a Securities Purchase Agreement with Sixth Street Lending LLC (“Sixth Street”) pursuant to which the Company issued to Sixth Street a Convertible Promissory Note (the “Sixth Street Note”) in the aggregate principal amount of $ 124,200 103,500 6 th 124,200 1,061 Convertible notes payable – related parties at December 31, 2021 and 2020 consist of the following: Summary of Convertible notes payable December 31, December 31, 2021 2020 Convertible note payable to Stanley Hills 116,605 1,009,469 Unamortized debt discount — — Convertible notes payable, net, related party 116,605 1,009,469 Less current portion (116,605 ) (1,009,469 ) Convertible notes payable, net, related party, long-term portion $ — $ — 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 1,214,900 1,231,466 4,420,758 325,000 800,000 126,003 424,731 116,605 1,009,469 Discounts on convertible notes The Company recognized interest expense of $ 824,238 4,149,550 278,867 362,004 A roll-forward of the convertible notes payable from December 31, 2019 to December 31, 2021 is below: Schedule Of Roll Forward Convertible Notes Payable Convertible notes payable, December 31, 2019 $ 11,000,000 Issued for cash 820,958 Accrued interest added to convertible note 204,858 Exchange of convertible note for other company assets (1,000,000 ) Notes payable converted to convertible notes 3,980,883 Original issue discount 88,500 Conversion to common stock (1,306,489 ) Debt discount related to new convertible notes (4,511,883 ) Amortization of debt discounts 4,149,879 Convertible notes payable, December 31, 2020 13,426,706 Issued for cash 983,450 Convertible note issued for accounts payable 625,429 Accrued interest added to convertible note 234,521 Payment with marketable securities (1,460,000 ) Payment with cash (106,200 ) Original issue discount 127,550 Conversion to common stock (5,649,000 ) Debt discount related to new convertible notes (741,100 ) Amortization of debt discounts 819,423 Convertible notes payable, December 31, 2021 $ 8,261,839 |
Notes Payable, Non-related Part
Notes Payable, Non-related Parties and Related Party | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable Non-related Parties And Related Party | |
Notes Payable, Non-related Parties and Related Party | Note 10 - Notes Payable, Non-related Parties and Related Party Notes payable, Non-related parties at December 31, 2021 and December 31, 2020 consist of the following: Schedule Of Notes Payable December 31, December 31, 2021 2020 RWJ acquisition note $ 2,600,000 $ 2,600,000 SBA loan 350,000 150,000 Total notes payable 2,950,000 2,750,000 Unamortized debt discount — — Notes payable 2,950,000 2,750,000 Less current portion (2,612,397 ) (2,601,737 ) Notes payable, long-term portion $ 337,603 $ 148,263 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 2,600,000 2,600,000 394,666 307,631 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 3.75 731 30 1,771 3.75 200,000 350,000 150,000 10,582 3,067 Notes payable, related party at December 31, 2021 and December 31, 2020 consist of the following: Schedule of Notes payable related parties December 31, December 31, 2021 2020 Alpha Eda note payable $ 140,000 $ 140,000 Total notes payable, related party 140,000 140,000 Unamortized debt discount — — Notes payable, net, related party 140,000 140,000 Less current portion (140,000 ) (140,000 ) Notes payable, net, related party, long-term portion $ — $ — Alpha Eda On November 15, 2020, the Company issued a promissory note to Alpha Eda, LLC (“Alpha”), a related party for $140,000. The note accrues interest at 10% per annum, is unsecured and is due on September 30, 2021. On June 20, 2021 Alpha and the Company extended the note maturity to December 31, 2021. The balance of the note at December 31, 2021 and 2020 was $140,000 and $140,000 plus accrued interest of $16,633 and $1,803, respectively. Discounts on Promissory Note The Company recognized interest expense of $0 and $47,671 during the years ended December 31, 2021 and 2020, respectively, related to the amortization of the debt discount on promissory notes. The unamortized debt discount at December 31, 2021 and 2020 was $0. |
Accrued Settlement
Accrued Settlement | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Settlement | |
Accrued Settlement | Note 11 – Accrued Settlement In connection with a legal matter filed by the Investor of the $ 8,340,000 4,034,444 7.25 55,613 1,375,556 4,090,057 4,090,057 |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Liability | |
Derivative Liability | Note 12 - 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 December 31, 2021 and 2020: Schedule Of Assumptions to measure fair value December 31, December 31, 2021 2020 Stock price $ 0.17 $ 0.017 Risk free rate 0.19 0.39 0.10 % Volatility 167 217 275 % Conversion/ Exercise price $ 0.102 0.103 $ .008 .0085 Dividend rate 0 % 0 % The following table represents the Company’s derivative liability activity for the years ended December 31, 2021 and 2020: Schedule of Derivative Liabilities at Fair Value Derivative liability balance, December 31, 2019 $ — Issuance of derivative liability during the period 5,767,230 Fair value of beneficial conversion feature of debt converted (2,038,392 ) Change in derivative liability during the period 1,533,610 Derivative liability balance, December 31, 2020 5,262,448 Debt modification 13,777,480 Issuance of derivative liability during the period 1,480,439 Fair value of beneficial conversion feature of debt converted (116,669 ) Change in derivative liability during the period 1,339,117 Derivative liability balance, December 31, 2021 $ 10,192,485 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 13- 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. On October 25, 2021 FINRA approved the Reverse Stock Split and on October 26, 2021, the Company effectuated a 1 for 50 During the year ended December 31, 2021, the Company had the following transactions in its common stock: ● issued an aggregate of 13,821,709 5,649,000 28,868 ● issued 245,000 281,750 ● issued 14,000,000 15,400,000 During the year ended December 31, 2020, the Company had the following transactions in its common stock: ● issued an aggregate of 140,138,107 1,306,489 4,590 ● issued 100,000,000 5,500,000 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 As of December 31, 2021 and 2020, there were 45,000 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 7,770 120 42 700 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 December 31, 2021 and 2020, there were 700 Series D Preferred Shares As of December 31, 2021 and 2020, there are 0 0 Series G Preferred Shares As of December 31, 2021 and 2020, there are 0 0 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 20,000 10,000,000 December 31, 2021 500 As of December 31, 2021 and 2020, there are 20,000 Warrants The following is a summary of warrant activity. Summary of warrant activity Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2020 392,870 $ 74.97 1.76 $ — Granted — Forfeited — Exercised — Outstanding, December 31, 2021 392,870 $ 74.97 0.76 $ — Exercisable, December 31, 2021 392,870 $ 74.97 0.76 $ — The exercise price for warrant outstanding and exercisable at December 31, 2020: Summary of exercise price for warrant outstanding Outstanding Exercisable Number of Exercise Number of Exercise Warrants Price Warrants Price 317,600 $ 25.00 317,600 $ 25.00 60,000 92.50 60,000 92.50 10,000 135.00 10,000 135.00 400 1,595.00 400 1,595.00 2,000 2,500.00 2,000 2,500.00 1,500 3,750.00 1,500 3,750.00 1,000 5,000.00 1,000 5,000.00 200 11,750.00 200 11,750.00 150 12,500.00 150 12,500.00 20 14,000.00 20 14,000.00 392,870 392,870 Equity Purchase Agreement and Registration Rights Agreement On December 17, 2021 (the “Effective Date”), GBT Technologies Inc. (the “Company”) entered into an equity financing agreement (the “Equity Financing Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”), pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having an aggregate Purchase Price of $ 10,000,000 The Equity Financing Agreement grants the Company the right, from time to time at its sole discretion (subject to certain conditions) during the Contract Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that at least ten trading days has passed since the most recent Put. The purchase price of the shares of Common Stock contained in a Put will be 90% of the lowest daily volume weighted average price (VWAP) of the Company’s Common Stock during the ten consecutive trading days preceding the receipt by GHS of the applicable Put notice. Such sales of Common Stock by the Company, if any, may occur from time to time, at the Company’s option, during the Contract Period. Subject to the satisfaction of certain conditions set forth in the Equity Financing Agreement, on each Put the Company will deliver an number of Shares equaling 110% of the dollar amount of each Put. The maximum dollar amount of each Put will not exceed 200% of the average daily trading dollar volume for the Company’s Common Stock during the ten trading days preceding the Trading Day that GHS receives a Put. No Put will be made in an amount equaling less than $10,000 or greater than $500,000. Puts are further limited to GHS owning no more than 4.99% of the outstanding stock of the Company at any given time. The Equity Financing Agreement and the Registration Rights Agreement contain customary representations, obligations, rights, warranties, agreements and conditions of the parties. The Equity Financing Agreement terminates upon any of the following events: when GHS has purchased an aggregate of $10,000,000 in the Common Stock of the Company pursuant to the Equity Financing Agreement; on the date that is 24 calendar months from the date the Equity Financing Agreement was executed. Actual sales of shares of Common Stock to GHS under the Equity Financing Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. For the year ended December 31, 2021, the Company did not receive any proceeds from the equity purchase agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 - Income Taxes At December 31, 2021 and 2020, the significant components of the deferred tax assets are summarized below: Schedule Of Components of deferred tax assets December 31, December 31, 2021 2020 Deferred income tax asset Net operating loss carryforwards $ 8,945,238 $ 8,232,796 Total deferred income tax asset 8,945,238 8,232,796 Less: valuation allowance (8,945,238 ) (8,232,796 ) Total deferred income tax asset $ — $ — The valuation allowance increased by $ 712,442 808,722 30,845,649 No income tax expense reflected in the consolidated statements of income for the years 2021 and 2020. The reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2021 and 2020 is as follows: Schedule of Effective Income Tax Rate Reconciliation 2021 2020 Amount Percent Amount Percent Federal statutory rates $ (7,125,391 ) 21.0 % $ (3,757,564 ) 21.0 % State income taxes (2,714,435 ) 8.0 % (1,431,453 ) 8.0 % Permanent differences 9,127,383 - 26.9 % 4,380,295 - 24.5 % Valuation allowance against net deferred tax assets 712,442 - 2.1 % 808,722 - 4.5 % Effective rate $ — 0.0 % $ — 0.0 % The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. There were no interest or penalties accrued as of December 31, 2021 and 2020. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 15 - 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. On August 1, 2021, 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 $5,000 per month. 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 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 $ 250,000 400,000 50,000 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 $ 10,000,000 100,000,000 33,333 Yello Partners Inc. As of December 31, 2021 and 2020, the Company has $ 385,000 230,000 Alpha Eda Note Payable – Related Party On November 15, 2020, the Company issued a promissory note to Alpha Eda, LLC (“Alpha”), a related party, for $ 140,000 10 September 30, 2021 December 31, 2021 140,000 140,000 16,633 1,803 Stanley Hills LLC Convertible Note Payable – Related Party The Company entered into a series of loan agreements with Stanley Hills LLC (“Stanley”) pursuant to which it received more than $ 1,000,000 1,214,900 1,231,466 4,420,758 325,000 800,000 126,003 424,731 116,605 1,009,469 Stanley Hills LLC Accounts Payable – Related Party On March 8, 2020, SURG filed a lawsuit against its transfer agent, Vstock from transferring millions of SURG stock that is currently in possession by the Company and assigned to Stanley Hills, LLC. On January 1, 2021, SURG, AltCorp and Stanley Hills, LLC (“Stanley”) entered into a Mutual Release and Settlement Agreement (“Settlement Agreement”). Pursuant to the terms of the Settlement Agreement, SURG agreed to amend the AltCorp Exchange Agreement where SURG acknowledged a debt of $ 3,300,000 100,000 400,000 800,000 4,200,000 This $4.2 million amount consists of $450,000 paid by SURG in November and December 2021, $100,000 to be paid on or about January 4, 2022, and $3,650,000 to be paid on or prior to January 7, 2022 of which $375,000 will be held in escrow as described before. 3,750,000 1,862,928 Sales for both the years ended December 31, 2021 and 2020 were $ 180,000 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 16 - 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. On October 13, 2020, the Second Lawsuit was removed by other defendants into Central District of California (CASE NO. 2:20−cv−09399−RGK−AGR). On February 2, 2021 the Central District of California dismissed the entire Second Lawsuit based on “demand futility”. 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 which was later continued by the Court to September 28, 2022. 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 June 14, 2021 the Company stipulated with plaintiff that all third parties will be released and plaintiff may file a new first amendment complaint that will name only the Company. As such, all third parties other than prior transfer agent of the Company have been dismissed from this litigation. 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. SURG is the clearing house for UGO.The Company noticed certain third parties that it intends to take legal actions to resolve this issue. On November 12, 2020 the Company filed a complaint in the United States District Court – District of Nevada - Case 2:20-cv-02078 against RWJ, Mr. Bauer, Mr. Jackson and against W.L. Petrey Wholesale Company Inc for fraud, breach of contract, Unjust Enrichment and other claims. On January 28, 2022 the court awarded the Company with injunction against RWJ defendants, where all fee funds generating from resale should be deposited into GBT blocked account, and therefore RWJ defendants cannot use these funds without court order. 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 $ 8,340,000 225,000 4,034,444 7.25 55,613 48,844 716 48,844 716 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 5,000,000 200,000 In connection with SURG Exchange Agreement (see Note 4) - On November 4, 2020, Altcorp and Stanley filed an Ex Parte Motion in the District Court, Clark County, Nevada (Case No: A-20-823039-B, in Dep No: 43) to appoint receiver and issue a temporary restraining Order against SURG and its transfer agent for alleged defaults on prior exchange agreement. On December 4, 2020, the parties entered an interim agreement which set the material terms of the settlement. A final settlement was achieved per the interim agreement terms on January 1, 2021. On March 4, 2021 the Company filed a motion to enforce settlement agreements, as the Company alleged that SURG owes an additional $240,000 which is due and owing under the settlement agreements. On June 24, 2021 per the June 23, 2020 Agreement, the Company together with AltCorp sent SURG and its transfer agent via registered mail, a true-up shares demand for an additional 14,870,370 Subsequently, SURG was a party to two lawsuits in state District Court, the Eighth Judicial District Court for Clark County, Nevada involving AltCorp, Stanley and Glen Eagles Acquisition LP (the “AltCorp Parties.”). Each of these lawsuits were ultimately disputes relating to the total consideration SURG was to pay the Company under the APA. On October 18, 2021, the AltCorp Parties, the Company, and SURG entered into a Memorandum of Understanding (the “MOU”) to set up a framework for an attempt to settle the two lawsuits. On December 22, 2021 (the “Effective Date”), pursuant to the framework in the MOU, the AltCorp Parties (and an additional third party), the Company, ECS, and SURG, Kevin Brian Cox (SURG’s Chief Executive Officer) - in his individual capacity, entered into a Resolution of Purchase, Mutual Release, and Settlement Agreement (the “Final Settlement Agreement”) to settle the two lawsuits and resolve all disputes related to the consideration paid by SURG to the Company in connection with the APA. On or about July 9, 2021 the Company filed a lawsuit in District Court in Clack County Nevada – Department 19 (Case number A-21-837631-C) against Terry Taylor and TTSG Holdings, Inc for breach of contract, breach of covenant of Good Faith and Fair Dealing, Unjust Enrichment and declaratory relief for failure of providing consulting services per contract they entered. The Company is demanding the return of 12,000,000 5,000 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 17 – 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 December 31, 2021 and 2020. Liquidity risk The Company has an accumulated deficit of $ 304,581,773 28,388,580 Customers For the years ended December 31, 2021 and 2020, our Company earned net revenues of $ 180,000 180,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 - Subsequent Events On January 7, 2022, (formerly known as Surge Holdings, Inc.) 3,750,000 ursuant to the terms of the Settlement Agreement dated December 22, 2021. The final settlement of $ 3,750,000 2,650,000 On January 28, 2022, the Company entered into a Stock Purchase Agreement with Marko Radisic (the “Seller”) and Touchpoint Group Holdings, Inc. (“Touchpoint”) pursuant to which the Company acquired 10,000 125,000 10,000,000 10,000,000 20,000,000 On February 18, 2022, the Company, effective March 1, 2022 entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD. (“MAHASER”) pursuant to which the Company acquired the opportunity to share in revenues generated by MAHASER with respect to e-commerce sales through the world biggest online retail platform in the United States of America. MAHASER owns an e-commerce platform as a store which is the legal, exclusive owner of Ravenholm Electronics. The Company will operate the e-commerce platform and will be entitled to 95% for all revenue generated by and received by MAHASER for the period from March 1, 2022 through December 31, 2022. The RSA provides that the Company will be entitled to appoint a manager to MAHASER. As consideration, the Company will pay MAHASER $ 100,000 1,000,000 200,000 1,000,000 On February 22, 2022, the Company entered into an Intellectual Property License and Royalty Agreement with Gregory Mancuso and Rainer AG On or about February 2, 2022, GBT was served with a First Amended Complaint (the “Complaint”) initiated by Gregory Mancuso and Rainer AG, a Swiss corporation, Case No. 21SMCV01430, filed in the Superior Court of the State of California for the County of Los Angeles. The Complaint names a number of different parties, including GBT, and asserts, among other things, claims for conversion, unjust enrichment, breach of contract, and breach of implied covenant of fair dealing, which Plaintiffs allege arise out of a brokerage agreement entered into between Plaintiff Rainer AG and co-defendant Consul Group re Dos Mil Veintiuno S.R.L (“Consul”). GBT was sued under an alter ego theory of liability, and its only involvement in the above-referenced chain of events seems to be that its shares were deposited with Rainer by Consul upon the opening of the brokerage account. GBT’s responsive pleading is due on March 17, 2022. GBT will be filling a demurrer to the First Amended Complaint based on a variety of deficiencies with the First Amended Complaint, and will ask the Court to dismiss the claims against GBT. The Company issued 463,303 shares with net proceeds of $66,942 from the Equity Financing Agreement in February 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 valuation of derivatives and valuation allowance on deferred tax assets. |
Principles of Consolidation | Principles of Consolidation The accompanying 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; the Company’s 50% owned subsidiary, Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada (currently inactive), a wholly owned subsidiary, 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 December 31, 2021 and 2020, the Company did no |
Cash Held in Trust | Cash Held in Trust Cash held in trust consists of proceeds from the sale of investments. The proceeds less the payment of certain expenses are being held in AltCorp’s (the Company’s wholly owned subsidiary) attorney trust account. (See Note 4) |
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 6 100,000 50,000 |
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 December 31, 2021 and 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 December 31, 2021 and 2020, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Schedule of Fair Value Measurements Fair Value Fair Value Measurements at As of December 31, 2021 Description December 31, 2021 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Conversion feature on convertible notes $ 10,192,485 $ — $ 10,192,485 $ — Fair Value Fair Value Measurements at As of December 31, 2020 Description December 31, 2020 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Marketable equity security - Surge Holdings, Inc. $ 649,000 $ — $ 649,000 $ — Conversion feature on convertible notes $ 5,262,448 $ — $ 5,262,448 $ — |
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. |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
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 consulting 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 consulting services - revenue is recorded on a monthly basis as services are provided; and |
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 $ 200,000 249,384 249,675 |
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 Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share December 31, December 31, 2021 2020 Series B preferred stock 45,000 45,000 Series C preferred stock 700 700 Series H preferred stock 20,000 20,000 Warrants 392,870 392,870 Convertible notes 83,722,340 9,627,021 Total 84,180,910 10,085,591 |
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 December 31, 2021, through the date which the 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 consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated 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) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Measurements | Schedule of Fair Value Measurements Fair Value Fair Value Measurements at As of December 31, 2021 Description December 31, 2021 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Conversion feature on convertible notes $ 10,192,485 $ — $ 10,192,485 $ — |
Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share December 31, December 31, 2021 2020 Series B preferred stock 45,000 45,000 Series C preferred stock 700 700 Series H preferred stock 20,000 20,000 Warrants 392,870 392,870 Convertible notes 83,722,340 9,627,021 Total 84,180,910 10,085,591 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule Of Discontinued Operations | Schedule Of Discontinued Operations Years Ended December 31, 2021 2020 Revenue $ — 8,291,842 Cost of revenue — 7,900,122 Gross Profit — 391,720 Operating expenses — 408,644 Loss from operations — (16,924 ) Other income (expenses) — — Net loss $ — $ (16,924 ) |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule Of Accounts Payable and Accrued Expenses | Schedule Of Accounts Payable and Accrued Expenses 2021 2020 Accounts payable $ 1,110,127 $ 1,045,778 Accrued liabilities 3,033,016 — Accrued interest 2,753,120 1,876,005 Other — 182,200 $ 6,896,263 $ 3,103,983 |
Convertible Notes Payable, No_2
Convertible Notes Payable, Non-related Partied and Related Party (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule Of Rollfoward of convertible note | Schedule Of Rollfoward of convertible note December 31, December 31, 2021 2020 Convertible note payable to GBT Technologies S.A $ 8,055,400 $ 10,000,000 Convertible notes payable to Sixth Street 124,200 — Convertible notes payable to Redstart Holdings 244,500 347,400 Convertible note payable to Iliad — 2,431,841 Total convertible notes payable, non related parties 8,424,100 12,779,241 Unamortized debt discount (278,867 ) (362,004 ) Convertible notes payable – non related parties 8,145,233 12,417,237 Less current portion (8,109,436 ) (12,417,237 ) Convertible notes payable – non related parties, long-term portion $ 35,797 $ — |
Summary of Convertible notes payable | Summary of Convertible notes payable December 31, December 31, 2021 2020 Convertible note payable to Stanley Hills 116,605 1,009,469 Unamortized debt discount — — Convertible notes payable, net, related party 116,605 1,009,469 Less current portion (116,605 ) (1,009,469 ) Convertible notes payable, net, related party, long-term portion $ — $ — |
Schedule Of Roll Forward Convertible Notes Payable | Schedule Of Roll Forward Convertible Notes Payable Convertible notes payable, December 31, 2019 $ 11,000,000 Issued for cash 820,958 Accrued interest added to convertible note 204,858 Exchange of convertible note for other company assets (1,000,000 ) Notes payable converted to convertible notes 3,980,883 Original issue discount 88,500 Conversion to common stock (1,306,489 ) Debt discount related to new convertible notes (4,511,883 ) Amortization of debt discounts 4,149,879 Convertible notes payable, December 31, 2020 13,426,706 Issued for cash 983,450 Convertible note issued for accounts payable 625,429 Accrued interest added to convertible note 234,521 Payment with marketable securities (1,460,000 ) Payment with cash (106,200 ) Original issue discount 127,550 Conversion to common stock (5,649,000 ) Debt discount related to new convertible notes (741,100 ) Amortization of debt discounts 819,423 Convertible notes payable, December 31, 2021 $ 8,261,839 |
Notes Payable, Non-related Pa_2
Notes Payable, Non-related Parties and Related Party (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable Non-related Parties And Related Party | |
Schedule Of Notes Payable | Schedule Of Notes Payable December 31, December 31, 2021 2020 RWJ acquisition note $ 2,600,000 $ 2,600,000 SBA loan 350,000 150,000 Total notes payable 2,950,000 2,750,000 Unamortized debt discount — — Notes payable 2,950,000 2,750,000 Less current portion (2,612,397 ) (2,601,737 ) Notes payable, long-term portion $ 337,603 $ 148,263 |
Schedule of Notes payable related parties | Schedule of Notes payable related parties December 31, December 31, 2021 2020 Alpha Eda note payable $ 140,000 $ 140,000 Total notes payable, related party 140,000 140,000 Unamortized debt discount — — Notes payable, net, related party 140,000 140,000 Less current portion (140,000 ) (140,000 ) Notes payable, net, related party, long-term portion $ — $ — |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Liability | |
Schedule Of Assumptions to measure fair value | Schedule Of Assumptions to measure fair value December 31, December 31, 2021 2020 Stock price $ 0.17 $ 0.017 Risk free rate 0.19 0.39 0.10 % Volatility 167 217 275 % Conversion/ Exercise price $ 0.102 0.103 $ .008 .0085 Dividend rate 0 % 0 % |
Schedule of Derivative Liabilities at Fair Value | Schedule of Derivative Liabilities at Fair Value Derivative liability balance, December 31, 2019 $ — Issuance of derivative liability during the period 5,767,230 Fair value of beneficial conversion feature of debt converted (2,038,392 ) Change in derivative liability during the period 1,533,610 Derivative liability balance, December 31, 2020 5,262,448 Debt modification 13,777,480 Issuance of derivative liability during the period 1,480,439 Fair value of beneficial conversion feature of debt converted (116,669 ) Change in derivative liability during the period 1,339,117 Derivative liability balance, December 31, 2021 $ 10,192,485 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of warrant activity | Summary of warrant activity Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2020 392,870 $ 74.97 1.76 $ — Granted — Forfeited — Exercised — Outstanding, December 31, 2021 392,870 $ 74.97 0.76 $ — Exercisable, December 31, 2021 392,870 $ 74.97 0.76 $ — |
Summary of exercise price for warrant outstanding | Summary of exercise price for warrant outstanding Outstanding Exercisable Number of Exercise Number of Exercise Warrants Price Warrants Price 317,600 $ 25.00 317,600 $ 25.00 60,000 92.50 60,000 92.50 10,000 135.00 10,000 135.00 400 1,595.00 400 1,595.00 2,000 2,500.00 2,000 2,500.00 1,500 3,750.00 1,500 3,750.00 1,000 5,000.00 1,000 5,000.00 200 11,750.00 200 11,750.00 150 12,500.00 150 12,500.00 20 14,000.00 20 14,000.00 392,870 392,870 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Components of deferred tax assets | Schedule Of Components of deferred tax assets December 31, December 31, 2021 2020 Deferred income tax asset Net operating loss carryforwards $ 8,945,238 $ 8,232,796 Total deferred income tax asset 8,945,238 8,232,796 Less: valuation allowance (8,945,238 ) (8,232,796 ) Total deferred income tax asset $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation 2021 2020 Amount Percent Amount Percent Federal statutory rates $ (7,125,391 ) 21.0 % $ (3,757,564 ) 21.0 % State income taxes (2,714,435 ) 8.0 % (1,431,453 ) 8.0 % Permanent differences 9,127,383 - 26.9 % 4,380,295 - 24.5 % Valuation allowance against net deferred tax assets 712,442 - 2.1 % 808,722 - 4.5 % Effective rate $ — 0.0 % $ — 0.0 % |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 26, 2021 | Oct. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Reverse stock split | 1 for 50 | 1 for 50 | ||
Accumulated deficit | $ 304,581,773 | $ 270,651,339 | ||
Working capital deficit | $ 28,388,580 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Surge Holdings [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Conversion feature on convertible notes | $ 10,192,485 | $ 5,262,448 |
Marketable equity security | 649,000 | |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Conversion feature on convertible notes | ||
Marketable equity security | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Conversion feature on convertible notes | 10,192,485 | 5,262,448 |
Marketable equity security | 649,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Conversion feature on convertible notes | ||
Marketable equity security |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of potentially dilutive securities | 84,180,910 | 10,085,591 |
Convertible note | 83,722,340 | 9,627,021 |
Warrant [Member] | ||
Number of potentially dilutive securities | 392,870 | 392,870 |
Series B Preferred Stock [Member] | ||
Preferred shares | 45,000 | 45,000 |
Series C Preferred Stock [Member] | ||
Preferred shares | 700 | 700 |
Series H Preferred Stock [Member] | ||
Preferred shares | 20,000 | 20,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2018 | Jul. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Cash equivalents | $ 0 | $ 0 | ||
Impairment of long-lived assets | 100,000 | |||
Stockholders equity | $ 50,000 | |||
Cash received in connection with intellectual property license and royalty agreement | $ 200,000 | |||
Unearned revenue | $ 249,384 | $ 249,675 | ||
Notes Receivable [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Dec. 31, 2021 | |||
Interest rate | 6.00% |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | $ 18,655,514 | $ 7,952,836 |
Loss from operations | (18,475,514) | (7,772,836) |
Other income (expenses) | (15,454,919) | (11,206,839) |
Net income (loss) | (33,930,433) | (17,994,888) |
Discontinued Operations [Member] | ||
Revenue | 8,291,842 | |
Cost of revenue | 7,900,122 | |
Gross Profit | 391,720 | |
Operating expenses | 408,644 | |
Loss from operations | (16,924) | |
Other income (expenses) | ||
Net income (loss) | $ (16,924) |
Discontinued Operations (Deta_2
Discontinued Operations (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 18, 2020 | Dec. 31, 2021 | Jul. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Stockholders equity | $ 50,000 | ||
Mr Light House L T D [Member] | Purchase And Sale Agreement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Consideartion from sale of common stock | $ 100,000 | ||
Impairment charge | $ 100,000 |
Investment in Surge Holdings,_2
Investment in Surge Holdings, Inc. (Details Narrative) - USD ($) | Jan. 07, 2022 | Jan. 07, 2022 | Jan. 31, 2022 | Sep. 30, 2019 | Dec. 31, 2021 | Jan. 02, 2021 | Dec. 31, 2020 | Jun. 23, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Price per share | $ 0.17 | $ 0.017 | ||||||
Cash | $ 155,106 | $ 113,034 | ||||||
Investment in Surge, description | This $4.2 million amount consists of $450,000 paid by SURG in November and December 2021, $100,000 to be paid on or about January 4, 2022, and $3,650,000 to be paid on or prior to January 7, 2022 of which $375,000 will be held in escrow as described before. The $3,750,000 was recorded as other receivable as of December 31, 2021. As of December 31, 2021, the Company has recorded an outstanding payable balance to Stanley amounted $1,862,928 recorded under accrued expenses. | |||||||
Escrow amount | $ 375,000 | |||||||
Recovery from GBT | $ 1,000,000 | |||||||
Final settlement agreement, description | SURG agreed to make total payments of $4,200,000 to the Company’s trust account on or prior to January 7, 2022. This $4.2 million amount consists of $450,000 paid to the Company in November and December 2021, $100,000 to be paid on or about January 4, 2022, and $3,650,000 to be paid on or prior to January 7, 2022 of which $375,000 will be held in escrow as described before. The final settlement SURG agreed to make total payments of $4,200,000 to the Company’s trust account on or prior to January 7, 2022. The $3,750,000 was recorded as other receivable as of December 31, 2021. The entire balance of $3,750,000 was paid in January 2022. | |||||||
Subsequent Event [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Debt recieved | $ 3,750,000 | |||||||
Payment for debt amount | $ 2,650,000 | |||||||
Surge Holdings [Member] | Asset Purchase Agreement [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Business consideration values | $ 5,000,000 | |||||||
Sale of common stock | 3,333,333 | 33,333 | ||||||
Payment of principal | $ 4,000,000 | |||||||
Settlement pursuants amount | $ 3,750,000 | |||||||
Surge Holdings [Member] | Alt Corp Exchange Agreement [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Price per share | $ 0.50 | |||||||
Stanley Hills L L C [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Debt | $ 3,300,000 | |||||||
Cash | 400,000 | |||||||
Repayment of debt | $ 800,000 | |||||||
Payments for debt | $ 4,200,000 | |||||||
Stanley Hills L L C [Member] | Common Stock [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Debt | 100,000 | |||||||
Cash | $ 800,000 | |||||||
S U R G [Member] | Subsequent Event [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Repayment of debt | $ 4,200,000 | $ 4,200,000 |
Stock Loan Receivable (Details
Stock Loan Receivable (Details Narrative) - USD ($) | Jan. 08, 2019 | Dec. 31, 2021 |
Stock Loan Receivable | ||
Restricted shares | 4,005 | 4,005 |
Value of restricted shares | $ 7,610,147 | |
Annual payment | $ 375,000 |
Impaired Investment (Details Na
Impaired Investment (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May 28, 2021 | Sep. 30, 2019 | Jun. 17, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Debt conversion, converted instrument, Value | $ 5,649,000 | $ 1,306,489 | |||||
Conversion price (in dollars per share) | $ 0.06 | ||||||
Interest Payable, Current | $ 16,633 | 1,803 | |||||
Impairment charge | $ 15,400,000 | $ 5,500,000 | |||||
Investment | $ 0 | $ 0 | |||||
Tokenize Agreement [Member] | |||||||
Shares issued | 14,000,000 | ||||||
Issuance of shares value | $ 15,400,000 | ||||||
G B T Shares [Member] | |||||||
Shares issued | 2,000,000 | ||||||
Issuance of shares value | $ 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 Technologies, Inc. (“Mobiquity”) and 60,000,000 restricted shares of common stock of Mobiquity. | ||||||
Maturity date | Dec. 31, 2021 | ||||||
Altcorp [Member] | Series H Preferred Stock [Member] | |||||||
Stock Issued for Acquisitions, Shares | 625,000 | ||||||
Number of shares converted | 20,000 | ||||||
Debt conversion, converted instrument, Value | $ 10,000,000 | ||||||
Conversion price (in dollars per share) | $ 500 | ||||||
Maturity date | Dec. 31, 2021 | ||||||
Dividend per share | $ 500 | ||||||
Golpher [Member] | Series H Preferred Stock [Member] | |||||||
Number of shares converted | 20,000 | ||||||
Surge Holdings [Member] | Asset Purchase Agreement [Member] | |||||||
Sale of common stock | 3,333,333 | 33,333 | |||||
Stanley Hills L L C [Member] | |||||||
Interest Payable, Current | $ 424,731 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,110,127 | $ 1,045,778 |
Accrued liabilities | 3,033,016 | |
Accrued interest | 2,753,120 | 1,876,005 |
Other | $ 182,200 |
Unearned Revenue (Details Narra
Unearned Revenue (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | |
Unearned Revenue | |||
Cash received in connection with intellectual property license and royalty agreement | $ 200,000 | ||
Unearned revenue | $ 249,384 | $ 249,675 |
Convertible Notes Payable (Det
Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable | $ 8,424,100 | $ 12,779,241 |
Unamortized debt discount | (278,867) | (362,004) |
Convertible note payable | 8,145,233 | 12,417,237 |
Less current portion | (8,109,436) | (12,417,237) |
Convertible notes payable, long-term portion | 35,797 | |
G B T Technologies [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable | 8,055,400 | 10,000,000 |
Sixth Street [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable | 124,200 | |
Redstart Holdings [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable | 244,500 | 347,400 |
Iliad [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable | $ 2,431,841 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Total convertible notes payable | $ 116,605 | $ 1,009,469 |
Unamortized debt discount | ||
Convertible note payable | 116,605 | 1,009,469 |
Less current portion | (116,605) | (1,009,469) |
Convertible notes payable, long-term portion |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Convertible notes payable, at beginning | ||
Convertible notes payable, at end | 35,797 | |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, at beginning | 13,426,706 | 11,000,000 |
Issued for cash | 983,450 | 820,958 |
Accrued interest added to convertible note | 204,858 | |
Exchange of convertible note for other company assets | (1,000,000) | |
Notes payable converted to convertible notes | 3,980,883 | |
Original issue discount | 127,550 | 88,500 |
Conversion to common stock | (5,649,000) | (1,306,489) |
Debt discount related to new convertible notes | (741,100) | (4,511,883) |
Amortization of debt discounts | 819,423 | 4,149,879 |
Convertible note issued for accounts payable | 625,429 | |
Accrued interest added to convertible note | 234,521 | |
Payment with marketable securities | (1,460,000) | |
Payment with cash | (106,200) | |
Convertible notes payable, at end | $ 8,261,839 | $ 13,426,706 |
Convertible Notes Payable, No_3
Convertible Notes Payable, Non-related Partied and Related Party (Details Narrative) - USD ($) | Nov. 08, 2021 | Dec. 09, 2020 | Aug. 04, 2020 | Aug. 20, 2021 | Sep. 15, 2020 | Jul. 20, 2020 | Jun. 17, 2019 | Feb. 27, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | May 26, 2021 | Mar. 15, 2021 | Feb. 10, 2021 | Jan. 02, 2021 | Feb. 26, 2020 |
Short-term Debt [Line Items] | ||||||||||||||||
Value of share converted | $ 5,649,000 | $ 1,306,489 | ||||||||||||||
Conversion price (in dollars per share) | $ 0.06 | |||||||||||||||
Conversion of debt rate | 85.00% | |||||||||||||||
Charge related to modification of debt | $ 13,777,480 | |||||||||||||||
Convertible note payable, description | IGOR 1 converted $1,284,600 of the convertible note into 4,185,650 shares of the Company’s common stock. Also, on June 24, 2021, the Company transferred 5,500,000 SURG shares received as repayment of $660,000 of this convertible note (See Note 4). | |||||||||||||||
Convertible debt | $ 8,424,100 | 12,779,241 | ||||||||||||||
Cash | 155,106 | 113,034 | ||||||||||||||
Maturity date extension fees | $ 1,000 | |||||||||||||||
Note payable current | 2,612,397 | 2,601,737 | ||||||||||||||
Accrued interest | 16,633 | 1,803 | ||||||||||||||
Convertible note payable | 35,797 | |||||||||||||||
Interest expense | 2,022,584 | 2,949,849 | ||||||||||||||
Unamortized debt discount | 0 | 0 | ||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Original issue discount | 127,550 | 88,500 | ||||||||||||||
Convertible note payable | $ 11,000,000 | 8,261,839 | 13,426,706 | |||||||||||||
Interest expense | 824,238 | 4,149,550 | ||||||||||||||
Unamortized debt discount | 278,867 | 362,004 | ||||||||||||||
Promissory Note [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Original issue discount | $ 300,000 | |||||||||||||||
Consideration | 2,025,000 | |||||||||||||||
Paid for legal fees | $ 25,000 | |||||||||||||||
G B T Technologies [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt | 8,055,400 | 10,000,000 | ||||||||||||||
Accrued interest | 1,545,721 | |||||||||||||||
G B T Technologies [Member] | Series H Preferred Stock [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Value of share converted | $ 10,000,000 | |||||||||||||||
Note maturity date | Dec. 31, 2021 | |||||||||||||||
Number of shares converted | 20,000 | |||||||||||||||
Conversion price (in dollars per share) | $ 500 | |||||||||||||||
Redstart Holdings Corp [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Value of share converted | $ 153,600 | 153,600 | ||||||||||||||
Note maturity date | Dec. 9, 2021 | Nov. 3, 2021 | Sep. 15, 2021 | |||||||||||||
Number of shares converted | 226,532 | |||||||||||||||
Purchase Price | $ 83,500 | $ 128,000 | $ 78,000 | |||||||||||||
Note payable, interest rate | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | ||||||||||
Redstart Holdings Corp 2 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Value of share converted | $ 93,600 | |||||||||||||||
Number of shares converted | 89,169 | |||||||||||||||
Redstart Holdings Corp 3 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Value of share converted | $ 100,200 | |||||||||||||||
Number of shares converted | 135,582 | |||||||||||||||
Redstart Holdings Corp 4 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Value of share converted | $ 184,200 | |||||||||||||||
Note maturity date | Feb. 5, 2022 | |||||||||||||||
Number of shares converted | 386,146 | |||||||||||||||
Purchase Price | $ 153,500 | |||||||||||||||
Redstart Holdings Corp 5 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Value of share converted | $ 106,200 | |||||||||||||||
Number of shares converted | 317,837 | |||||||||||||||
Cash | $ 141,782 | |||||||||||||||
Iliad [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Value of share converted | $ 2,508,737 | |||||||||||||||
Number of shares converted | 4,053,069 | |||||||||||||||
Convertible debt | 2,431,841 | |||||||||||||||
Iliad [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Amortization of debt discount | 0 | 2,431,841 | ||||||||||||||
Iliad [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Maturity date extension fees | $ 1,000 | |||||||||||||||
Redstart Holdings Corp 7 [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt | 244,500 | |||||||||||||||
Accrued interest | 1,591 | |||||||||||||||
Sixth Street Lending L L C [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt | 124,200 | |||||||||||||||
Accrued interest | 1,061 | |||||||||||||||
Sixth Street Lending L L C [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Value of share converted | $ 124,200 | |||||||||||||||
Purchase Price | $ 103,500 | |||||||||||||||
Note payable, interest rate | 6.00% | |||||||||||||||
Stanley Hills L L C [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt | 1,231,466 | |||||||||||||||
Cash | $ 400,000 | |||||||||||||||
Proceeds from loans | $ 1,000,000 | $ 325,000 | ||||||||||||||
Note payable current | $ 1,214,900 | |||||||||||||||
Convertible shares | 4,420,758 | |||||||||||||||
Repayment of debt | $ 800,000 | |||||||||||||||
Accrued interest | 424,731 | |||||||||||||||
Convertible note payable | 116,605 | $ 1,009,469 | ||||||||||||||
Stanley Hills L L C [Member] | Convertible Debt [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt | $ 126,003 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | ||
Total notes payable | $ 2,950,000 | $ 2,750,000 |
Unamortized debt discount | 0 | 0 |
Notes payable | 2,950,000 | 2,750,000 |
Less current portion | (2,612,397) | (2,601,737) |
Notes payable, long-term portion | 337,603 | 148,263 |
S B A Loan [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total notes payable | 350,000 | 150,000 |
R W J Advanced Marketing L L C [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total notes payable | $ 2,600,000 | $ 2,600,000 |
Notes Payable (Details 1)
Notes Payable (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | ||
Total notes payable | $ 140,000 | $ 140,000 |
Unamortized debt discount | 0 | 0 |
Notes payable | 140,000 | 140,000 |
Less current portion | (140,000) | (140,000) |
Notes payable, long-term portion | ||
Alpha Eda [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total notes payable | $ 140,000 | $ 140,000 |
Notes Payable, Non-related Pa_3
Notes Payable, Non-related Parties and Related Party (Details Narrative) - USD ($) | Oct. 05, 2021 | Jun. 22, 2020 | Dec. 31, 2021 | Oct. 02, 2021 | Dec. 31, 2020 | Dec. 31, 2017 |
Restructuring Cost and Reserve [Line Items] | ||||||
Accrued interest | $ 16,633 | $ 1,803 | ||||
S B A Loan [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Principal amount | $ 1,771 | |||||
Accrued interest | 10,582 | 3,067 | ||||
Interest rate | 3.75% | |||||
Proceeds from debt | $ 200,000 | |||||
Note payable | 350,000 | 150,000 | ||||
E I D L [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Interest rate | 3.75% | |||||
Principal periodic payments | $ 731 | |||||
Term | 30 years | |||||
R W J Advanced Marketing L L C [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Interest rate | 3.50% | |||||
Principal amount | 2,600,000 | 2,600,000 | ||||
Accrued interest | $ 394,666 | $ 307,631 |
Accrued Settlement (Details Nar
Accrued Settlement (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 23, 2019 | May 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Gain on settlement of debt | $ (13,777,480) | |||
Accrued settlement amount | $ 4,090,057 | $ 4,090,057 | ||
Investor [Member] | Securities Purchase Agreement [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Legal matter | $ 8,340,000 | |||
Arbitrator awarded | $ 4,034,444 | |||
Interest rate | 7.25% | |||
Interest | $ 55,613 | |||
Gain on settlement of debt | $ 1,375,556 |
Derivative Liability (Details)
Derivative Liability (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock price | $ 0.17 | $ 0.017 |
Risk free rate | 0.10% | |
Volatility | 275.00% | |
Conversion/ Exercise price | $ 0.06 | |
Dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Risk free rate | 0.19% | |
Volatility | 167.00% | |
Conversion/ Exercise price | $ 0.102 | $ 0.008 |
Maximum [Member] | ||
Risk free rate | 0.39% | |
Volatility | 217.00% | |
Conversion/ Exercise price | $ 0.103 | $ 0.0085 |
Derivative Liability (Details 1
Derivative Liability (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Liability | ||
Derivative liability balance, Beginning | $ 5,262,448 | |
Issuance of derivative liability | 1,480,439 | 5,767,230 |
Fair value of beneficial conversion feature of debt repaid/converted | (116,669) | (2,038,392) |
Change in derivative liability during the period | 1,339,117 | 1,533,610 |
Debt modification | 13,777,480 | |
Derivative liability balance, end | $ 10,192,485 | $ 5,262,448 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Equity [Abstract] | |
Warrants Outstanding, Beginning | 392,870 |
Weighted Average Exercise Price Warrants Outstanding, Beginning | $ / shares | $ 74.97 |
Weighted Average Remaining Contractual Life, Outstanding, Beginning | 1 year 9 months 3 days |
Aggregate Intrinsic Value Outstanding, Beginning | $ | |
Warrants Granted | |
Warrants Forfeited | |
Warrants Exercised | |
Warrants Outstanding, End | 392,870 |
Weighted Average Exercise Price Warrants Outstanding, End | $ / shares | $ 74.97 |
Weighted Average Remaining Contractual Life, Outstanding, End | 9 months 3 days |
Aggregate Intrinsic Value Outstanding, End | $ | |
Warrants Exercisable, End | 392,870 |
Weighted Average Exercise Price Warrants Exercisable at End | $ / shares | $ 74.97 |
Weighted Average Remaining Contractual Life Exercisable at End | 9 months 3 days |
Aggregate Intrinsic Value Outstanding, Exercisable at End | $ |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of warrants Outstanding | 392,870 | 392,870 |
Number of warrants Exercisable | 392,870 | |
Warrants One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of warrants Outstanding | 317,600 | |
Exercise price of warrants Outstanding | $ 25 | |
Number of warrants Exercisable | 317,600 | |
Exercise price of warrants Exercisable | $ 25 | |
Warrants Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of warrants Outstanding | 60,000 | |
Exercise price of warrants Outstanding | $ 92.50 | |
Number of warrants Exercisable | 60,000 | |
Exercise price of warrants Exercisable | $ 92.50 | |
Warrants Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of warrants Outstanding | 10,000 | |
Exercise price of warrants Outstanding | $ 135 | |
Number of warrants Exercisable | 10,000 | |
Exercise price of warrants Exercisable | $ 135 | |
Warrants Four [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of warrants Outstanding | 400 | |
Exercise price of warrants Outstanding | $ 1,595 | |
Number of warrants Exercisable | 400 | |
Exercise price of warrants Exercisable | $ 1,595 | |
Warrants Five [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of warrants Outstanding | 2,000 | |
Exercise price of warrants Outstanding | $ 2,500 | |
Number of warrants Exercisable | 2,000 | |
Exercise price of warrants Exercisable | $ 2,500 | |
Warrants Six [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of warrants Outstanding | 1,500 | |
Exercise price of warrants Outstanding | $ 3,750 | |
Number of warrants Exercisable | 1,500 | |
Exercise price of warrants Exercisable | $ 3,750 | |
Warrants Seven [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of warrants Outstanding | 1,000 | |
Exercise price of warrants Outstanding | $ 5,000 | |
Number of warrants Exercisable | 1,000 | |
Exercise price of warrants Exercisable | $ 5,000 | |
Warrants Nine [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of warrants Outstanding | 200 | |
Exercise price of warrants Outstanding | $ 11,750 | |
Number of warrants Exercisable | 200 | |
Exercise price of warrants Exercisable | $ 11,750 | |
Warrants Ten [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of warrants Outstanding | 150 | |
Exercise price of warrants Outstanding | $ 12,500 | |
Number of warrants Exercisable | 150 | |
Exercise price of warrants Exercisable | $ 12,500 | |
Warrants Eleven [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of warrants Outstanding | 20 | |
Exercise price of warrants Outstanding | $ 14,000 | |
Number of warrants Exercisable | 20 | |
Exercise price of warrants Exercisable | $ 14,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 17, 2021 | Oct. 26, 2021 | Oct. 26, 2021 | Jun. 17, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2014 | Nov. 02, 2011 | |
Class of Stock [Line Items] | ||||||||
Reverse stock split | 1 for 50 | 1 for 50 | ||||||
Debt conversion, converted instrument, shares | 13,821,709 | 140,138,107 | ||||||
Debt conversion, converted instrument, Value | $ 5,649,000 | $ 1,306,489 | ||||||
Debt conversion, converted instrument, Accrued interest | $ 28,868 | $ 4,590 | ||||||
Shares issued for joint venture, shares | 14,000,000 | 100,000,000 | ||||||
Shares issued for joint venture, value | $ 15,400,000 | $ 5,500,000 | ||||||
Conversion price (in dollars per share) | $ 0.06 | |||||||
Aggregate Purchase Price | $ 10,000,000 | |||||||
Altcorp [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Maturity date | Dec. 31, 2021 | |||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price (in dollars per share) | $ 30 | |||||||
Preferred stock, Outstanding | 45,000 | 45,000 | ||||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, Outstanding | 700 | 700 | ||||||
Series C Preferred Stock [Member] | Gv Global Communications Inc [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt conversion, converted instrument, Value | $ 7,770 | |||||||
Preferred stock, Outstanding | 700 | 700 | ||||||
Stock issued during period, shares, stock splits | 120 | |||||||
Stock issued during period, additional shares, stock splits | 42 | |||||||
Series D Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, Outstanding | 0 | 0 | ||||||
Series G Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, Outstanding | 0 | 0 | ||||||
Series H Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, Outstanding | 20,000 | 20,000 | ||||||
Series H Preferred Stock [Member] | Altcorp [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt conversion, converted instrument, Value | $ 10,000,000 | |||||||
Conversion price (in dollars per share) | $ 500 | |||||||
Stock Issued for Acquisitions, Shares | 625,000 | |||||||
Number of shares converted | 20,000 | |||||||
Maturity date | Dec. 31, 2021 | |||||||
Dividend per share | $ 500 | |||||||
Investor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt conversion, converted instrument, shares | 245,000 | |||||||
Debt conversion, converted instrument, Value | $ 281,750 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax asset | ||
Net operating loss carryforwards | $ 8,945,238 | $ 8,232,796 |
Total deferred income tax asset | 8,945,238 | 8,232,796 |
Less: valuation allowance | (8,945,238) | (8,232,796) |
Total deferred income tax asset |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rates | $ (7,125,391) | $ (3,757,564) |
Federal statutory rates (in percent) | 21.00% | 21.00% |
State income taxes | $ (2,714,435) | $ (1,431,453) |
State income taxes (in percent) | 8.00% | 8.00% |
Permanent differences | $ 9,127,383 | $ 4,380,295 |
Permanent differences (in percent) | 26.90% | 24.50% |
Valuation allowance against net deferred tax assets | $ 712,442 | $ 808,722 |
Valuation allowance against net deferred tax assets (in percent) | 2.10% | 4.50% |
Effective rate | ||
Effective rate (in percent) | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 712,442 | $ 808,722 |
Net operating loss carryforward | $ 30,845,649 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Jan. 07, 2022 | Jan. 07, 2022 | Nov. 15, 2020 | Mar. 06, 2020 | Oct. 10, 2019 | Jan. 02, 2019 | Apr. 06, 2018 | Sep. 02, 2017 | Jun. 20, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 15, 2021 | Jan. 02, 2021 | Feb. 26, 2020 |
Related Party Transaction [Line Items] | |||||||||||||||
Issuance of promissory note | $ 140,000 | $ 140,000 | |||||||||||||
Accrued interest | 16,633 | 1,803 | |||||||||||||
Note payable current | 2,612,397 | 2,601,737 | |||||||||||||
Convertible debt | 8,424,100 | 12,779,241 | |||||||||||||
Convertible note payable | 35,797 | ||||||||||||||
Cash | 155,106 | 113,034 | |||||||||||||
Tokenize Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Consideration for services payable | $ 33,333 | ||||||||||||||
Tokenize Agreement [Member] | Greenwich [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common stock contributed | 10,000,000 | ||||||||||||||
Bit Speed Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common stock contributed | 100,000,000 | ||||||||||||||
Director [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Base Salary | $ 250,000 | ||||||||||||||
Davis [Member] | Employment Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Base salary | $ 400,000 | ||||||||||||||
Stock option issued | 50,000 | ||||||||||||||
Option vested description | 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. | ||||||||||||||
R W J Advanced Marketing L L C [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Base Salary | $ 250,000 | ||||||||||||||
Yello Partners Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Principlal amount | 385,000 | 230,000 | |||||||||||||
Alpha Eda L L C [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Issuance of promissory note | $ 140,000 | ||||||||||||||
Interest rate | 10.00% | ||||||||||||||
Maturity date | Sep. 30, 2021 | Dec. 31, 2021 | |||||||||||||
Stanley Hills L L C [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Accrued interest | 424,731 | ||||||||||||||
Proceeds from loans | $ 1,000,000 | 325,000 | |||||||||||||
Note payable current | $ 1,214,900 | ||||||||||||||
Convertible debt | $ 1,231,466 | ||||||||||||||
Convertible shares | 4,420,758 | ||||||||||||||
Repayment of debt | $ 800,000 | ||||||||||||||
Convertible note payable | $ 116,605 | 1,009,469 | |||||||||||||
Debt | $ 3,300,000 | ||||||||||||||
Cash | 400,000 | ||||||||||||||
Related party, description | This $4.2 million amount consists of $450,000 paid by SURG in November and December 2021, $100,000 to be paid on or about January 4, 2022, and $3,650,000 to be paid on or prior to January 7, 2022 of which $375,000 will be held in escrow as described before. | ||||||||||||||
Other receivable | $ 3,750,000 | ||||||||||||||
Accrued expenses | 1,862,928 | ||||||||||||||
Sales amount | $ 180,000 | ||||||||||||||
Stanley Hills L L C [Member] | Common Stock [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt | 100,000 | ||||||||||||||
Cash | $ 800,000 | ||||||||||||||
Stanley Hills L L C [Member] | Convertible Debt [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Convertible debt | $ 126,003 | ||||||||||||||
S U R G [Member] | Subsequent Event [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Repayment of debt | $ 4,200,000 | $ 4,200,000 |
Contingencies (Details Narrativ
Contingencies (Details Narrative) - USD ($) | Jul. 09, 2021 | Jun. 24, 2021 | Oct. 16, 2020 | Jul. 28, 2020 | May 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 03, 2018 |
Sought value | $ 48,844 | $ 48,844 | |||||||
Legal cost | $ 716 | $ 716 | |||||||
Unearned revenue | $ 249,384 | $ 249,675 | |||||||
Return of shares issued | 12,000,000 | ||||||||
Cancellation of payments | $ 5,000 | ||||||||
S U R G Shares [Member] | |||||||||
Additional shares | 14,870,370 | ||||||||
G B T Technologies [Member] | |||||||||
Revenues | $ 300,000 | ||||||||
Payment for expenses | $ 5,000,000 | ||||||||
Unearned revenue | $ 200,000 | ||||||||
Securities Purchase Agreement [Member] | Investor [Member] | |||||||||
Arbitrator awarded | $ 4,034,444 | ||||||||
Interest rate | 7.25% | ||||||||
Interest | $ 55,613 | ||||||||
Securities Purchase Agreement [Member] | Senior Secured Redeemable Convertible Debenture [Member] | |||||||||
Note payable, principal amount | $ 8,340,000 | ||||||||
Warrants aquire | 225,000 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Accumulated deficit | $ (304,581,773) | $ (270,651,339) |
Liquidity Risk [Member] | ||
Concentration Risk [Line Items] | ||
Accumulated deficit | 304,581,773 | |
Working capital deficit | 28,388,580 | |
Customers [Member] | ||
Concentration Risk [Line Items] | ||
Net revenues | $ 180,000 | $ 180,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 16, 2022 | Jan. 07, 2022 | Jan. 28, 2022 | Dec. 31, 2022 | Mar. 01, 2022 | Feb. 23, 2022 |
Subsequent Event [Line Items] | ||||||
Loan received | $ 3,750,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Received from payments | $ 3,750,000 | |||||
Payments for related parties | $ 2,650,000 | |||||
Convertible shares | 10,000,000 | 10,000,000 | ||||
Company owned shares | 20,000,000 | |||||
Pay for stock amount | $ 100,000 | |||||
Stock issued | $ 1,000,000 | |||||
Annual payment | $ 200,000 | |||||
Cumulative revenue | $ 1,000,000 | |||||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares acquires | 10,000 | |||||
Sales consideration | $ 125,000 |