Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | BOXSCORE BRANDS, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 385,568,143 | |
Amendment Flag | false | |
Entity Central Index Key | 0001487718 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-165972 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-3956444 | |
Entity Address, Address Line One | 3275 S. Jones Blvd | |
Entity Address, Address Line Two | Suite 104 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89146 | |
Local Phone Number | 998-7962 | |
City Area Code | 800 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 110,141 | $ 8,291 |
Prepaid expenses and other assets | 1,763 | 1,763 |
Total current assets | 111,904 | 10,054 |
Noncurrent assets | ||
Mineral claims | 100,000 | 100,000 |
Total assets | 211,904 | 110,054 |
Current Liabilities: | ||
Accounts payable | 304,146 | 303,248 |
Accrued expenses | 356,246 | 348,217 |
Accrued interest | 2,139,585 | 2,104,964 |
Senior convertible notes | 75,000 | 95,804 |
Promissory notes payable | 473,269 | 473,269 |
Convertible notes payable | 4,974,124 | 4,664,624 |
Current capital lease obligation | 36,254 | 36,254 |
Total current liabilities | 8,358,624 | 8,026,380 |
Noncurrent liabilities: | ||
Convertible notes payable | 810,000 | 915,000 |
Derivative liabilities | 211,345 | |
Total noncurrent liabilities | 810,000 | 1,126,345 |
Total Liabilities | 9,168,624 | 9,152,725 |
Stockholders’ deficit | ||
Common stock, $.001 par value, 600,000,000 shares authorized, 385,568,143 and 335,778,778 shares issued and outstanding, respectively | 385,567 | 335,778 |
Additional paid in capital | 7,129,476 | 6,989,540 |
Accumulated deficit | (16,471,763) | (16,367,989) |
Total stockholders’ deficit | (8,956,720) | (9,042,671) |
Total liabilities and stockholders’ deficit | $ 211,904 | $ 110,054 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 385,568,143 | 335,778,778 |
Common stock, shares outstanding | 385,568,143 | 335,778,778 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Expenses | ||
General and administrative | $ 126,072 | $ 73,495 |
Total operating expenses | 126,072 | 73,495 |
Operating loss | (126,072) | (73,495) |
Other Income (Expenses) | ||
Gain on change in fair value of derivative liabilities | 211,345 | 1,852,133 |
Gain on settlement of liabilities | 31,326 | |
Interest expense | (189,047) | (195,889) |
Total other income (expenses) | 22,298 | 1,687,570 |
Income (loss) from operations before income taxes | (103,774) | 1,614,075 |
Provision for income taxes | ||
Net Income (Loss) | $ (103,774) | $ 1,614,075 |
Net loss per share – basic (in Dollars per share) | $ 0 | $ 0.02 |
Net loss per share – diluted (in Dollars per share) | $ 0.0038 | $ 0 |
Weighted average common shares – basic (in Shares) | 374,805,286 | 100,299,993 |
Weighted average common shares – diluted (in Shares) | 374,805,286 | 267,515,038 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Common stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 75,828 | $ 6,281,241 | $ (18,130,455) | $ (11,773,386) |
Balance (in Shares) at Dec. 31, 2020 | 75,828,064 | |||
Shares issued for conversion of convertible note and accrued interest | $ 54,398 | 152,317 | 206,715 | |
Shares issued for conversion of convertible note and accrued interest (in Shares) | 54,398,684 | |||
Vesting of warrants | 1,574 | 1,574 | ||
Net income (loss) | 1,614,075 | 1,614,075 | ||
Balance at Mar. 31, 2021 | $ 130,226 | 6,435,132 | (16,516,380) | (9,951,022) |
Balance (in Shares) at Mar. 31, 2021 | 130,226,748 | |||
Balance at Dec. 31, 2021 | $ 335,778 | 6,989,540 | (16,367,989) | (9,042,671) |
Balance (in Shares) at Dec. 31, 2021 | 335,778,778 | |||
Shares issued for conversion of convertible note and accrued interest | $ 49,789 | 139,411 | 189,200 | |
Shares issued for conversion of convertible note and accrued interest (in Shares) | 49,789,365 | |||
Vesting of warrants | 525 | 525 | ||
Net income (loss) | (103,774) | (103,774) | ||
Balance at Mar. 31, 2022 | $ 385,567 | $ 7,129,476 | $ (16,471,763) | $ (8,956,720) |
Balance (in Shares) at Mar. 31, 2022 | 385,568,143 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (103,774) | $ 1,614,075 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 525 | 1,574 |
Gain on settlement of liabilities | (31,326) | |
Gain on change in fair value of derivative liabilities | (211,345) | (1,852,133) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (100,000) | 2,000 |
Accounts payable and accrued expenses | 16,427 | 15,417 |
Accrued interest | 175,017 | 194,741 |
Net cash used in operating activities | (223,150) | (55,652) |
Cash Flows from Investing Activities: | ||
Cash Flows from Financing Activities | ||
Proceeds from convertible notes | 300,000 | 125,000 |
Repayments of capital lease obligations | (57,000) | |
Repayment of convertible notes | (75,000) | |
Repayments of promissory notes | (15,000) | |
Net cash provided by financing activities | 225,000 | 53,000 |
Net increase (decrease) in cash | 1,850 | (2,652) |
Cash, beginning of period | 8,291 | 23,586 |
Cash, end of period | 10,141 | 20,934 |
Supplemental disclosures: | ||
Interest paid | ||
Income taxes paid | ||
Supplemental disclosures of non-cash investing and financing activities: | ||
Accounts payable and accrued payable exchanged for convertible note | 7,500 | 47,100 |
Fixed assets under lease exchanged in settlement of lease liability | 44,100 | |
Convertible notes converted to common stock | 48,804 | 113,900 |
Accrued interest on convertible notes converted to common stock | $ 140,396 | $ 92,815 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2022 | |
Nature of the Business [Abstract] | |
Nature of the Business | Note 1 – Nature of the Business BoxScore Brands, Inc. (formerly U-Vend Inc.) (the “Company”) is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals. The Company formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North America. Due to the nationwide shutdown related to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and retiring certain corporate debt and obligations. The Company focused on implementing a new operational direction. Through the corporate reorganization and repositioning process, the Company found itself with the unique opportunity to expand its management team and acquire mining claims that historically reported high levels of Lithium and other tech minerals. The Company hired and affiliated itself with industry veterans that bring decades of experience, credibility and relationships. On November 5, 2021, the Company acquired the rights to 102 Federal Mining Claims located in theLisbon Valley of Utah. The acquisition was driven by historical mineral data from seven (7) existing wells with brine aquifer access. The independent third-party Technical Report indicated that further investment and development in the claims were warranted. The Company has been executing the necessary steps to prove the tech reports findings and has retained RESPEC Company LLC as its Geotech, Engineering and Resource Management partner to assist in the exploration of the Lisbon Valley brine extraction project. Leveraging their expertise, the company will focus on several initiatives, that include: ● Advancement of geotech, engineering, geology and fieldwork to complete Technical Reports on the Lisbon Project. ● Understanding Lisbon Valley brines, on and around owned leases. ● Develop a well plan to re-enter, sample, and test the “Superior Well”, that has a historical lithium concentration of 730 ppm (parts per million). ● Enter other prospective plugged and abandoned wells, taking brine samples and performing hydrological testing at each identified high potential zone to evaluate the properties of the clastic formation. ● As information is advanced, prepare technical reports following the NI 43-101 Standards of Disclosure for Mineral Projects, initially a Preliminary Economic Assessment (PEA) and longer term, a Preliminary Feasibility Study (PFS). ● Test the collected brines for lithium, but also for previously identified high value elements such as cobalt, manganese, magnesium, and suites of metals in the alkaline earth metals, transition metals, and halogens group. ● Based on the results of the Superior well, develop area resource estimates The Company has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks with numerous extraction providers. Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently available. Technologies are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquafer. The prospective partners have been provided the analytical results from the technical reports, but will soon provide current results, analytical, Geotech modeling, aquifer modeling, recharge, flows, and depth. The Lisb on Valley of Utah also provides many added benefits: ● Historically rich industrial and natural resource extraction area. ● A developed infrastructure including high voltage electrical, proximity to major roadways and rail spurs. ● State and local agency support through the Utah Division of Oil, Gas and Mining and the Trust Land Administration (SITLA) The Company will als |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair and non-misleading presentation of the financial statements have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. These interim consolidated financial statements should be read in conjunction with the December 31, 2021 audited consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 29, 2022. The accompanying consolidated financial statements include the accounts of BoxScore Brands, Inc. and the operations of its wholly owned subsidiaries, U-Vend America, Inc., U-Vend Canada, Inc. U-Vend USA LLC. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and be based on events different from those assumptions. Future events and their effects cannot be predicted with certainty; estimating, therefore, requires the exercise of judgment. Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained. Property and Equipment Property and equipment are stated at cost less depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets. Equipment has estimated useful lives between three seven Impairment of Long-lived Assets Long-lived assets, such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. Mineral Rights and Properties The Company capitalizes acquisition costs until the Company determines the economic viability of the property. Since the Company does not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) regulation S-K 1300, exploration expenditures are expensed as incurred. The Company expenses mineral lease costs and repair and maintenance costs as incurred. The Company reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable. Earnings Per Share The Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss period, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. As of March 31, 2022 and December 31, 2021, there were approximately 161 million and 164 million shares potentially issuable under convertible debt agreements, options, and warrants that could dilute basic earnings per share if converted that were included in the calculation of diluted earnings per share for the three months ended March 31, 2022. These if-converted shares were excluded from the other periods presented because their inclusion would have been anti-dilutive to the Company’s losses during those periods. Three Months Ended March 31, 2021 2020 Numerator: Net income (loss) $ (103,774 ) $ 1,614,076 (Gain) loss on change in fair value of derivatives (211,345 ) (1,852,133 ) Interest on convertible debt 189,047 195,889 Net income (loss) – diluted $ (126,072 ) $ (42,168 ) Denominator: Weighted average common shares outstanding: 374,805,286 100,299,993 Effect of dilutive shares 160,740,900 167,215,045 Diluted 535,546,186 267,515,038 Net income (loss) per common share: Basic $ (0.00 ) $ 0.02 Diluted $ (0.00 ) $ (0.00 ) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2. Certain of the Company’s debt and equity instruments include embedded derivatives that require bifurcation from the host contract under the provisions of ASC 815-40, “Derivatives and Hedging.” The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2022 and December 31, 2021: Fair Value Measurement at Carrying March 31, 2022 Value Level 1 Level 2 Level 3 Derivative liabilities $ — — — $ — Fair Value Measurement at Carrying December 31, 2021 Value Level 1 Level 2 Level 3 Derivative liabilities $ 211,345 — — $ 211,345 The debt and equity instruments each carry certain reset provisions that may compound derivative liabilities upon the issuance of new instruments. Current reset provision may result in conversions of these instruments to be reduced to as allow as $0.0038 per share, further expanding the derivative liability of the Company. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” which requires all stock-based awards granted to employees, directors, and non-employees to be measured at grant date fair value of the equity instrument issued, and recognized as expense. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent to the vesting period. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. The measurement date for the non-forfeitable awards to nonemployees that vest immediately is the date the award is issued. Gain on Liabilities Settlement During the three months ended March 31, 2021 creditors forgave aggregate amount of $15,252 associated with accrued expenses. In addition, the Company recorded a gain on capital lease settlement of $16,074, resulting in total gain on settlement of liabilities of $31,326. No gains or losses resulting from liability settlement were recognized during the three month ended March 31, 2022. Revenue Recognition We recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue recognition principles, an entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either over time or at a point in time). ASC 606 further requires that companies disclose sufficient information to enable readers of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company recognized $0 revenue during the three months ended March 31, 2022 and 2021. Recent Accounting Pronouncements On August 5, 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, The Company has examined all other recent accounting pronouncements and determined that they will not have a material impact on its financial position, results of operations, or cash flows. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Going Concern [Abstract] | |
Going Concern | Note 3 – Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. The Company had net loss of $103,774 during the three months ended March 31, 2022, has accumulated losses totaling $16,471,763, and has a working capital deficit of $8,246,720 at March 31, 2022. These factors, among others, indicate that the Company may be unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Until the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional financing. The Company hopes to raise additional financing, potentially through the sale of debt or equity instruments, or a combination, to fund its operations for the next 12 months and allow the Company to continue the development of its business plans and satisfy its obligations on a timely basis. Should additional financing not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance that the Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing. These conditions have raised substantial doubt as to the Company’s ability to continue as a going concern for one year from the issuance of the financial statements, which has not been alleviated. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 4 – Debt Senior Convertible Notes During the year ended December 31, 2018, a Senior Convertible Note in the aggregate principal amount of $310,000 and a maturity date of December 31, 2018 payable to Cobrador Multi-Strategy Partners, LP (“Cobrador 1”), was extended until December 31, 2019. The Company also extended the expiration dates of Series A Warrants issued in connection with Cobrador 1 by one year. The fair value of the Series A Warrants did not materially change due to the extension. During the year ended December 31, 2020, principal and accrued interest in the amount of $55,788 were converted into 14,760,086 shares of common stock. The carrying value as of December 31, 2020 was $268,900. During the year ended December 31, 2021, total principal of $218,900 and accrued interest in the amount of $153,686 were converted into 98,024,360 shares of common stock resulting in carrying value of $50,000 as of December 31, 2021. The carrying value as of March 31, 2022, was $50,000. On December 31, 2016, the Company issued a Senior Convertible Note in the face amount of $108,804 to Cobrador (“Cobrador 2”) in settlement of previously accrued interest, additional interest, fees and penalties. The additional interest, fees and penalties was $72,734 and this amount was charged to operations as debt discount amortization during the year ended December 31, 2016. The Senior Convertible Note was extended during the year ended December 31, 2018 and was due on December 31, 2019. It is convertible into shares of common stock at a conversion price $0.05 per share and bears interest at 7% per annum. The Company determined that Cobrador 2 had a beneficial conversion feature based on the difference between the conversion price and the market price on the date of issuance and allocated $87,043 as debt discount representing the beneficial conversion feature which was fully amortized at December 31, 2017. As of December 31, 2020 the carrying value was $108,804. During the year ended December 31, 2021, total principal in the amount of $88,000 was converted into 23,157,894 shares of common stock resulting in carrying value of $20,804 as of December 31, 2021. During the three months ended March 31, 2022, total principal and accrued interest in the amount of $100,727 were converted into 26,507,105 shares of common stock resulting in carrying value of $0 as of March 31, 2022. During December 2017, the Company issued a Senior Convertible Note in the amount of $25,000 to Cobrador. The note bears interest at 7%, was due in December 2019, and is convertible into common shares at a conversion price of $0.05 per share. In addition, in conjunction with this note, the Company issued 500,000 warrants to purchase common shares at $0.05 with a contractual term of 5 years. The estimated value of the warrants was determined to be $1,421 and was recorded as interest expense during 2017 and a warrant liability due to the down round provision in the note agreement. The outstanding principal balance was $25,000 as of March 31, 2022 and December 31, 2021. As of March 31, 2022, all senior convertible notes were in default with an interest rate increased to 15%. Promissory Notes Payable During 2014, the Company issued an unsecured promissory note to a former employee of U-Vend Canada. The original amount of this note was $10,512 has a term of 3 years and accrues interest at 17% per annum. The total principal outstanding on this promissory note was $6,235 as of March 31, 2022 and December 31, 2021. Starting of 2015, the Company entered into a series of promissory notes from the same lender. All of the notes bear interest at a rate of 19% per annum and are payable together with interest over a period of six (6) months from the date of borrowing. As of December 31, 2015, note balance was $11,083. In 2016, the Company borrowed $76,500 and repaid $63,497. The balance outstanding on these notes was $24,116 at December 31, 2016. In 2017, the Company borrowed $36,400 and repaid $44,449. The balance outstanding on these notes was $16,067 at December 31, 2017. In 2018, the Company borrowed $143,908 and repaid $125,931. The balance outstanding on these notes was $34,044 at December 31, 2018. During the year ended December 31, 2019, the Company borrowed additional $38,325 and recorded additional original discount in the amount of $3,325 associated with the new borrowing. During the year ended December 31, 2019, the Company repaid $46,584 in principal and fully amortized $3,325 of debt discount. As of March 31, 2022 and December 31, 2021, the balance outstanding on these notes was $25,784. During the year ended December 31, 2016, the Company issued two unsecured promissory notes and borrowed an aggregate amount of $80,000. The promissory notes bear interest at 10% per annum, with a provision for an increase in the interest rate upon an event of default as defined therein and were due at various due dates in May and September 2017. The due dates of both notes were extended to December 31, 2019. As of March 31, 2022 and December 31, 2021, the balance outstanding on these notes was $80,000. In December 2017, the Company issued promissory notes in the aggregate principal balance of $28,000 to Cobrador. The notes accrue interest at 7% and have a two-year term. As of March 31, 2022 and December 31, 2021, the balance outstanding on these notes was $28,000. On April 13, 2018, the Company issued a promissory note in the principal amount of $115,000. This note bears interest at the rate of 7% per annum, due on December 31, 2019. In 2019, the Company borrowed an additional $25,000 and repaid $60,000. The balance outstanding on this note as of March 31, 2022 and December 31, 2021, was $80,000. On November 19, 2018, the Company issued a promissory note in the principal amount of $124,000 with net proceeds of $112,840. This note matures in 64 weeks. The Company recorded $11,160 to debt discount. During the year ended December 31, 2018, the Company repaid $9,784 in principal and amortized $872 of debt discount resulting in an unamortized debt discount of $10,288 and carrying value of $103,928 at December 31, 2018. During the year ended December 31, 2019, the Company repaid $48,154 in principal and amortized $9,744 of debt discount resulting in an unamortized debt discount of $544 and carrying value of $65,518 at December 31, 2019. During the year ended December 31, 2020, the Company repaid $15,000 in principal and fully amortized $544 of debt discount. As of December 31, 2020, the balance outstanding on this note was $51,062. During the year ended December 31, 2021, the Company fully repaid $25,000 in principal, remaining balance of the amount owed was released and recorded as a settlement of liability. As of March 31, 2022 and December 31, 2021, the balance outstanding on this note was $0. During the year ended December 31, 2019, the Company issued two promissory notes in the aggregate principal amount of $135,000, bearing interest of 7% and mature on August 31, 2019. As of March 31, 2022 and December 31, 2021, the balance outstanding on these notes was $135,000. As of March 31, 2022, promissory notes were in default with an interest rate increased by 2% over the original interest rate. On March 5, 2019, the Company issued a non-equity linked promissory note for $100,000 to an investor with an annual 10% rate of interest and a one five Convertible Notes Payable 2014 Stock Purchase Agreement In 2014 and 2015 the Company entered into the 2014 Securities Purchase Agreement (the “2014 SPA”) pursuant to which it issued eight (8) convertible notes in the aggregate face amount of $146,000 due at various dates between August 2015 and March 2016. The principal on these notes is due at the holder’s option in cash or common shares at a conversion rate of $0.30 per share. In connection with these borrowings the Company granted a total of 360,002 warrants with an exercise price of $0.35 per share and a 5 year contractual term. The warrants issued have a down round provision and as a result are classified as a liability in the accompanying consolidated balance sheets. Pursuant to the down round provision, the exercise price of the warrants was reduced to $0.22 at December 31, 2016. During 2017 the Company repaid one of the notes in the amount of $50,000. On May 1, 2018, the Company granted 1,000,000 warrants with an exercise price of $0.15 per share and a 5 year contractual term, valued at $2,841, which was recorded as debt discount. As of December 31, 2020, outstanding balance of these notes was $121,000. During the year ended December 31, 2021, one of the notes in the principal amount of $25,000 and accrued interest in the amount of $30,387 were converted into 14,575,645 shares of common stock resulting in carrying value of $96,000 as of March 31, 2022 and December 31, 2021. The Company and Cobrador held three of the convertible notes in the aggregate face amount of $45,000 and agreed to extend the repayment date to November 17, 2020. The Company agreed to a revised conversion price of $0.05 per share and a revised warrant exercise price of $0.07 per share. As of March 31, 2022 and December 31, 2021, outstanding balance of these notes was $45,000. As of March 31, 2022, these notes were in default with an interest rate increased to 15%. 2015 Stock Purchase Agreement During the year ended December 31, 2015, the Company issued eleven subordinated convertible notes bearing interest at 9.5% per annum with an aggregate principal balance of $441,000 pursuant to the 2015 Stock Purchase Agreement (the “2015 SPA”). The notes were due in December 2017 and are payable at the noteholder’s option in cash or common shares at a conversion rate of $0.30 per share. The conversion rate was later revised to $0.05 due to down round provisions contained in the 2015 SPA, and the due date was extended to November 17, 2020. In connection with these borrowings, the Company issued a warrant to purchase 735,002 shares of the Company’s common stock at an exercise price of $0.40 per share and a 5 year contractual term. The exercise price was later revised to $0.22 per share pursuant to the down round provisions in the 2015 SPA. The Company allocated $8,113 of proceeds received to debt discount based on the computed fair value of the convertible notes and warrants issued. During the year ended December 31, 2016, the noteholder converted one note in the face amount of $35,000 into 700,000 shares of common stock. During the year ended December 31, 2021, principal in the amount of $100,000 and accrued interest in the amount of $138,245 were converted into 62,696,053 shares of common stock resulting in carrying value of $306,000 as of March 31, 2022 and December 31, 2021. 2016 Stock Purchase Agreement On June 30, 2016, the Company entered into the 2016 Stock Purchase Agreement (the “2016 SPA”) pursuant to which it issued five convertible notes in the aggregate principal amount of $761,597. The 2016 SPA notes were due in November 2020 and bear interest at 9.5% per annum. The notes are convertible into shares of common stock at a conversion price of $0.17 per share. With these notes, the Company satisfied its obligations for: previously issued promissory notes of $549,000, accrued interest of $38,615, lease principal installments of $47,466, previously accrued registration rights penalties of $22,156, due to a former officer of $81,250, and additional interest, expenses, fine and penalties of $23,110. The Company charged additional interest, expenses, fines and penalties $23,110 to operations as amortization of debt discount and deferred financing costs during the year ended December 31, 2016. In connection with the 2016 SPA, the Company granted a total of 2,239,900 warrants with an exercise price of $0.30 per share which was later revised to $0.05 per share due to down round provisions, with a 5 year contractual life. The Company allocated $19,242 to debt discount based on the computed fair value of the convertible notes and warrants issued and classified the debt discount is as a warrant liability due to the down round provision in the warrants. On July 11, 2019, $85,000 in principal were converted into 1,700,000 shares of common stock. As of March 31, 2022 and December 31, 2021, the 2016 SPA had a carrying value of $676,597. As of March 31, 2022, these notes were in default with an interest rate increased to 18%. During the year ended December 31, 2016, the Company issued four convertible notes (the “Cobrador 2016 Notes”) in the aggregate principal amount of $115,000. The Cobrador 2016 Notes have a 2 year term, bear interest at 9.5% per annum, and are convertible into shares of common stock at a conversion price of $0.17 per share. The conversion price was subsequently revised to $0.05 per the down round provisions and the maturity date was extended to September 26, 2021. In connection with the Cobrador 2016 Notes, the Company granted a total of 338,235 warrants with an exercise price of $0.30 per share which was subsequently revised to $0.05 per share due to down round provisions with a 5 year contractual term. The Company allocated $1,994 to debt discount based on the computed fair value of the convertible notes and warrants issued and classified the debt discount as a warrant liability due to the down round provision in the warrants. During the year ended December 31, 2019, $20,000 was converted into 400,000 shares. As of March 31, 2022 and December 31, 2021, the Cobrador 2016 Notes had a carrying value of $95,000. During the fourth quarter of 2016, the Company issued three additional convertible notes in the aggregate principal amount of $250,000. The notes have a 2 year term, bear interest at 9.5% per annum and are convertible into shares of common stock at a conversion price of $0.05 per share. In connection with these borrowings, the Company granted warrants to purchase 5,000,000 shares of common stock with an exercise price of $0.07 per share. The Company allocated $27,585 to debt discount based on the computed fair value of the convertible notes and warrants issued, and the debt discount is classified as a warrant liability due to the down round provision in the warrants. As of December 31, 2020, the carrying value of the notes was $250,000. During the year ended December 31, 2021, principal in the amount of $47,000 was converted into 12,368,421 shares of common stock resulting in carrying value of $203,000 as of December 31, 2021. During the three months ended March 31, 2022, total principal and accrued interest in the amount of $88,473 were converted into 23,282,260 shares of common stock resulting in carrying value of $175,000 as of March 31, 2021. As of March 31, 2022, these notes were in default with an interest rate increased to 18%. 2017 Financings During the year ended December 31, 2017, the Company entered into 19 separate convertible notes agreements (the “2017 Convertible Notes)” in the aggregate principal amount of $923,882. The 2017 Convertible Notes each have a 2 year term, bear interest at 9.5%, and are convertible into shares of common stock at a conversion price of $0.05 per share. In connection with the 2017 Convertible Notes, the Company issued a total of 16,537,926 warrants with an exercise price of $0.07 per share with a 5 year term. The Company allocated $59,403 to a debt discount based on the computed fair value of the convertible notes and warrants issued and classified the debt discount as a warrant liability due to the down round provision in the warrants. During the year ended December 31, 2018, the Company amortized $31,940 of debt discount resulting in unamortized debt discount of $13,278 and carrying value of $910,608 at December 31, 2018. During the year ended December 31, 2019, the Company fully amortized remaining $13,278 of debt discount. As of March 31, 2022 and December 31, 2021, the carrying value of the notes was $924,282. As of March 31, 2022, these notes were in default with an interest rate increased to 18%. 2018 Financings During the year ended December 31, 2018, the Company entered into seventeen separate convertible notes agreements (the “2018 Convertible Notes)” in the aggregate principal amount of $537,500. The 2018 Convertible Notes each have a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.05 per share. In connection with the 2018 Convertible Notes, the Company issued a total of 10,750,000 warrants with an exercise price of $0.07 per share with a 5 year term. The Company allocated $33,384 to a debt discount based on the computed fair value of the convertible notes and warrants issued and classified the debt discount as a warrant liability due to the down round provision in the warrants. During the year ended December 31, 2018, the Company amortized $12,803 of debt discount resulting in an unamortized debt discount of $20,581 and carrying value of $516,919 at December 31, 2018. During the year ended December 31, 2019, the Company amortized $16,692 of debt discount resulting in an unamortized debt discount of $3,889 and carrying value of $533,611 as of December 31, 2019. During the year ended December 31, 2020, the Company fully amortized $3,889 of debt discount resulting in carrying value of $537,500 as of December 31, 2020. During the year ended December 31, 2021, principal in the amount of $25,000 was converted into 6,578,947 shares of common stock resulting in carrying value of $512,500 as of March 31, 2022 and December 31, 2021. As of March 31, 2022, convertible notes were in default. On November 20, 2018, two officers converted $436,500 accrued compensation into two convertible note agreements in the principal amount of $436,500 in exchange. The notes have a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.05 per share. As of March 31, 2022 and December 31, 2021, the carrying value of the notes was $436,500. As of March 31, 2022, convertible notes were in default. During the year ended December 31, 2018, the Company entered into three convertible notes agreements in the aggregate principal amount of $240,500 with a net proceed of $214,000. These notes had a 1-year term, and bear interest at 8%-12%. The notes are convertible into common stock at 60% to 61% multiplied by the lowest one to two trading price(s) during fifteen to twenty-five trading day period prior to the Conversion Date. The embedded conversion features were valued at $59,027, which were recorded as debt discount. In addition, the Company also recorded $26,500 as original debt discount. These notes were in default due to failure to comply with the reporting requirements of the Exchange Act, as the result, the Company recorded additional $120,250 penalty in principal as of December 31, 2018. During the year ended December 31, 2018, the Company amortized $21,382 of debt discount resulting in unamortized debt discount of $64,145 and carrying value of $296,605 at December 31, 2018. During the year ended December 31, 2019, the Company repaid $64,300 in principal and amortized $21,381 of debt discount, recorded $42,764 in accretion of debt discount, resulting in unamortized debt discount of $0 and carrying value of $296,450 at December 31, 2019. During the year ended December 31, 2020, total principal and accrued interest in the amount of $37,712 were converted into 9,924,132 shares of common stock resulting in carrying value of $281,250 as of December 31, 2020. During the year ended December 31, 2021, the Company repaid $206,250 in principal, $38,750 in accrued interest. Accrued interest in the amount of $31,860 was converted into 7,737,705 shares of common stock resulting in carrying value of $75,000 as of December 31, 2021. During the three months ended March 31, 2022, the Company repaid $75,000 in principal resulting in carrying value of $0 as of March 31, 2022. 2019 Financings On March 18, 2019, the Company issued a convertible promissory note for $85,250 with net proceed of $75,000 to an investor with an 8.0% rate of interest and a one (1) year maturity. The Company has the option to pre-pay the note (principal and accrued interest) in cash within the 1st 90 days from issuance at a 25% premium, and 40% premium 91-180 days from the issuance date. Subsequent to 181 days, the Company shall have no right of prepayment and the holder may convert at a 40% discount to the prevailing market price. The note matured on December 11, 2019. The note is convertible into shares of common stock at the lesser of 1) lowest trading price of twenty-five days prior to March 18, 2019 or 2) 60% of lowest trading price of twenty-five days prior to the Conversion Day. The embedded conversion features were valued at $0 due to default. In addition, the Company also recorded $10,250 as original debt discount. These notes were in default due to failure to comply with the reporting requirements of the Exchange Act, as the result, the Company recorded additional $42,625 penalty in principal as of December 31, 2019. During the year ended December 31, 2019, the Company fully amortized $23,384 of debt discount. During the year ended December 31, 2020, accrued interest in the amount of $24,508 was converted into 13,426,091 shares of common stock resulting in carrying value of $127,875 as of December 31, 2020. During the year ended December 31, 2021, total principal of $85,250 and accrued interest in the amount of $18,623 were converted into 34,811,689 shares of common stock resulting in carrying value of $0 as of March 31, 2022 and December 31, 2021. On March 14, 2019, the Company converted accounts payable of approximately $105,000 payables into a convertible note agreement in the principal amount of $60,000, remaining balance of the amount owed was released and recorded as a settlement of liability. The note has a 2 year term, bears interest at 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.05 per share. The outstanding principal balance was $60,000 as of March 31, 2022 and December 31, 2021. As of March 31, 2022, convertible note was in default with an interest rate increased to 24%. On April 1, 2019, The Company converted an aggregate amount of principal and accrued interest of Perkins promissory note in the amount of $321,824 and accounts payable of $10,000 into two convertible notes. Both Notes have a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.05 per share. The outstanding principal balance was $331,824 as of March 31, 2022 and December 31, 2021. As of March 31, 2022, convertible notes were in default with an interest rate increased to 18%. On April 15, 2019, The Company converted an accrued payable of $108,572, which was used to purchase vending machine, into a convertible note. The note has a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.07 per share. The outstanding principal balance was $108,572 as of March 31, 2022 and December 31, 2021. As of March 31, 2022, convertible note was in default. On May 30, 2019, the Company issued a series of convertible notes under a $250,000 revolving Senior Secured credit facility to an investor, for working capital purposes. The notes carry an interest rate of 9.5% and a two-year term. The notes are convertible into common stock at $0.07 per share and are redeemable after one-year at the company’s option. The notes also contain a 4.99% limitation of ownership on conversion. The investor had consented to higher draws on the facility in excess of the limit per the initial agreement. On April 15, 2020, the Company issued a convertible note in the amount of $206,231. The note has a 2 year term, bears interest of 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.05 per share. On December 24, 2020, the Company issued a convertible promissory note in the amount of $147,000. The note has a 2 year term, bears interest of 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.03 per share and is redeemable at the principal amount plus accrued unpaid interest after one year, at the Company’s option. As of March 31, 2022 and December 31, 2021, $603,231 was drawn under these agreements. During the year ended December 31, 2019, the Company entered into several convertible notes agreements in the amount of $68,000. The Notes have a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.07 per share. The outstanding principal balance was of $68,000 as of March 31, 2022 and December 31, 2021. As of March 31, 2022, convertible notes were in default with an interest rate increased to 18%. During the year ended December 31, 2019, the Company entered into a convertible notes agreement in the amount of $50,000. The Note has a 6 month term, bears interest at 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.01 per share. In connection with the Note, the Company issued 10,000,000 warrants with an exercise price of $0.02 per share with a 5 year term. The outstanding balance was of $50,000 as of March 31, 2022 and December 31, 2021. As of March 31, 2022, convertible note was in default with an interest rate increased to 18%. 2020 Financings During the year ended December 31, 2020, the Company entered into several convertible notes agreements in the amount of $73,118. The notes have a 2 year term, bear interest of 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.05 per share. The outstanding principal balance was $73,118 as of March 31, 2022 and December 31, 2021. 2021 Financings During the year ended December 31, 2021, the Company entered into several convertible notes agreements in the amount of $365,000. The notes have a 2 year term, bear interest of 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.05 per share. The outstanding principal balance was $365,000 as of March 31, 2022 and December 31, 2021. On July 13, 2021, the Company issued a convertible note in the amount of $150,000. The note has a 3 year term, bears interest of 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.05 per share. The outstanding principal balance was $150,000 as of March 31, 2022 and December 31, 2021. On September 21, 2021, the Company issued a convertible note in the amount of $100,000. The note has a 2 year term, bears interest of 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.03 per share. The outstanding principal balance was $100,000 as of March 31, 2022 and December 31, 2021. On March 1, 2021, the Company issued a convertible note for deferred compensation in the principal amount of $94,600. The note bears interest at the rate of 9.5% per annum and is due and payable in two years. The note is convertible into shares of the Company’s common stock at $0.05 per share and is redeemable at the principal amount plus accrued unpaid interest after one year, at the Company’s option. During the year ended December 31, 2021, the Company fully repaid $94,600 in principal resulting in carrying value of $0 as of December 31, 2021. During the year ended December 31, 2021, the Company recorded additional principal of $30,000 for deferred compensation under the same terms. During the three months ended March 31, 2022, the Company recorded additional principal of $7,500 resulting in carrying value of $37,500 as of March 31, 2022. On October 14, 2021, the Company issued a convertible note in the amount of $20,000. The note has a 2 year term, bears interest of 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.03 per share. The outstanding principal balance was $20,000 as of March 31, 2022 and December 31, 2021. On November 2, 2021, the Company issued 2 convertible notes - $150,000, $100,000 - to fund an asset acquisition, continue funding operations and reconciling a debt. The notes bear interest at the rate of 9.5% per annum and are due and payable in two years. The notes are convertible into shares of the Company’s common stock at $0.03 per share and are redeemable at the principal amount plus accrued unpaid interest after one year, at the Company’s option. The notes also contain a 4.99% limitation on the investor’s beneficial ownership of the Company’s outstanding common stock upon conversion. The outstanding principal balance was $250,000 as of March 31, 2022 and December 31, 2021. 2022 Financings During the three months ended March 31, 2022, the Company issued 3 convertible notes - $50,000, $150,000 and $100,000. The $50,000 note has a 2-year term, bears interest of 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.03 per share. The $150,000 and $100,000 notes have a 1-year term, bear interest of 15%, and are convertible into shares of common stock at a conversion price of $0.01 per share. The outstanding principal balance was $300,000 as of March 31, 2022. Scheduled maturities of debt remaining as of March 31, 2022 for each respective fiscal year end are as follows: 2022 $ 5,109,893 2023 1,022,500 2024 200,000 Less: unamortized debt discount - Total $ 6,332,393 The following table reconciles, for the three months ended March 31, 2022 and 2021, the beginning and ending balances for financial instruments related to the embedded conversion features that are recognized at fair value in the consolidated financial statements. March 31, March 31, Balance of embedded derivative at the beginning of the period $ 211,345 $ 3,083,255 Change in fair value of conversion features (211,345 ) (1,852,133 ) Balance of embedded derivatives at the end of the period $ - $ 1,231,122 |
Capital Lease Obligations
Capital Lease Obligations | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Capital Lease Obligations | Note 6 – Capital Lease Obligations The Company acquired capital assets under capital lease obligations. Pursuant to the agreement with the lessor, the Company makes quarterly lease payments and will make a guaranteed residual payment at the end of the lease as summarized below. At the end of the lease, the Company will own the equipment. During the year ended December 31, 2018 the Company entered into various capital lease agreements. The leases expire at various points through the year ended December 31, 2023. The following schedule provides minimum future rental payments required as of March 31, 2022, under the current portion of capital leases. 2021 $ 36,692 Total minimum lease payments 36,692 Less: Amount represented interest (438 ) Present value of minimum lease payments and guaranteed residual value $ 36,254 |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | Note 7 – Capital Stock Preferred Stock The Company has authorization for “blank check” preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock. As of March 31, 2022 and December 31, 2021, there are 10,000,000 shares of preferred stock authorized, and no shares issued or outstanding. Common Stock The Company has authorized 600,000,000 shares of common stock, with 385,568,143 and 335,778,778 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively. During the three months ended March 31, 2022, the Company issued 49,789,365 shares of its common stock, in conversion of $189,200 of convertible notes and accrued interest. During the three months ended March 31, 2021, the Company issued 54,398,684 shares of its common stock, in conversion of $206,715 of convertible notes and accrued interest. |
Stock Options and Warrants
Stock Options and Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options and Warrants | Note 8 – Stock Options and Warrants Warrants At March 31, 2022 the Company had the following warrant securities outstanding: Warrants Exercise Expiration 2016 Warrants – financing 5,000,000 $ 0.07 May-June 2022 2017 Warrants – financing 12,137,926 $ 0.07 June - December 2022 2018 Warrants – financing 9,991,905 $ 0.07 January - November 2023 2018 Warrants for services 2,250,000 $ 0.07 October - December 2023 2019 Warrants –financing 10,500,000 $ 0.07 March - October 2024 2019 Warrants for services 3,500,000 $ 0.07 March - April 2024 2020 Warrants for services 3,000,000 $ 0.05 February 2025 Total 46,379,831 During the year ended December 31, 2020, the Company issued warrants exercisable into 3,000,000 shares of common stock to its officer. The fair value of warrants was estimated using the Black-Scholes-Merton option-pricing model with the following assumptions: expected volatility of 339%, risk-free interest rate 1.35%, expected dividend yield of 0%. During the three months ended March 31, 2022 and 2021, the Company recorded $1,574 and $525, respectively, in warrant expense related to vesting of these warrants. A summary of all warrants activity for the three months ended March 31, 2022 is as follows: Number of Weighted Weighted Balance outstanding at December 31, 2021 49,351,259 $ 0.06 1.53 Granted - - - Exercised - - - Forfeited - - - Cancelled - - - Expired (2,971,428 ) - - Balance outstanding at March 31, 2022 46,379,831 $ 0.06 1.37 Exercisable at March 31, 2022 46,379,831 $ 0.06 1.37 Equity Incentive Plan On July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance under the Plan of 5,000,000 shares. On November 16, 2017, the Board of Directors approved an increase of 10,000,000 shares to be made available for issuance under the Plan. Accordingly, the total number of shares of common stock available for issuance under the Plan is 15,000,000 shares. Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies. Such options may be designated at the time of grant as either incentive stock options or nonqualified stock options. Stock-based compensation includes expense charges related to all stock-based awards. Such awards include options, warrants and stock grants. Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years. A summary of all stock option activity for the three months ended March 31, 2022 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2021 - $ - - Granted - - - Exercised - - - Cancelled or expired - - - Balance outstanding at March 31, 2022 - $ - - Exercisable at March 31, 2022 - $ - - |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events The Company has evaluated events occurring subsequent to March 31, 2022 through the date these financial statements were issued and determined the following significant events require disclosure: Subsequent to March 31, 2022, the Company issued secured convertible promissory notes in the aggregate principal amount of $265,000 to unaffiliated investors. The notes bear interest at the rate of 15% per annum and are due and payable in one years. The notes are convertible into shares of the Company’s common stock at $0.01 per share and are redeemable at the principal amount plus accrued unpaid interest after one year, at the Company’s option. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair and non-misleading presentation of the financial statements have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. These interim consolidated financial statements should be read in conjunction with the December 31, 2021 audited consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 29, 2022. The accompanying consolidated financial statements include the accounts of BoxScore Brands, Inc. and the operations of its wholly owned subsidiaries, U-Vend America, Inc., U-Vend Canada, Inc. U-Vend USA LLC. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and be based on events different from those assumptions. Future events and their effects cannot be predicted with certainty; estimating, therefore, requires the exercise of judgment. Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets. Equipment has estimated useful lives between three seven |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Long-lived assets, such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. |
Mineral Rights and Properties | Mineral Rights and Properties The Company capitalizes acquisition costs until the Company determines the economic viability of the property. Since the Company does not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) regulation S-K 1300, exploration expenditures are expensed as incurred. The Company expenses mineral lease costs and repair and maintenance costs as incurred. The Company reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable. |
Earnings Per Share | Earnings Per Share The Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss period, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. As of March 31, 2022 and December 31, 2021, there were approximately 161 million and 164 million shares potentially issuable under convertible debt agreements, options, and warrants that could dilute basic earnings per share if converted that were included in the calculation of diluted earnings per share for the three months ended March 31, 2022. These if-converted shares were excluded from the other periods presented because their inclusion would have been anti-dilutive to the Company’s losses during those periods. Three Months Ended March 31, 2021 2020 Numerator: Net income (loss) $ (103,774 ) $ 1,614,076 (Gain) loss on change in fair value of derivatives (211,345 ) (1,852,133 ) Interest on convertible debt 189,047 195,889 Net income (loss) – diluted $ (126,072 ) $ (42,168 ) Denominator: Weighted average common shares outstanding: 374,805,286 100,299,993 Effect of dilutive shares 160,740,900 167,215,045 Diluted 535,546,186 267,515,038 Net income (loss) per common share: Basic $ (0.00 ) $ 0.02 Diluted $ (0.00 ) $ (0.00 ) |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2. Certain of the Company’s debt and equity instruments include embedded derivatives that require bifurcation from the host contract under the provisions of ASC 815-40, “Derivatives and Hedging.” The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2022 and December 31, 2021: Fair Value Measurement at Carrying March 31, 2022 Value Level 1 Level 2 Level 3 Derivative liabilities $ — — — $ — Fair Value Measurement at Carrying December 31, 2021 Value Level 1 Level 2 Level 3 Derivative liabilities $ 211,345 — — $ 211,345 The debt and equity instruments each carry certain reset provisions that may compound derivative liabilities upon the issuance of new instruments. Current reset provision may result in conversions of these instruments to be reduced to as allow as $0.0038 per share, further expanding the derivative liability of the Company. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” which requires all stock-based awards granted to employees, directors, and non-employees to be measured at grant date fair value of the equity instrument issued, and recognized as expense. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent to the vesting period. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. The measurement date for the non-forfeitable awards to nonemployees that vest immediately is the date the award is issued. |
Gain on Liabilities Settlement | Gain on Liabilities Settlement During the three months ended March 31, 2021 creditors forgave aggregate amount of $15,252 associated with accrued expenses. In addition, the Company recorded a gain on capital lease settlement of $16,074, resulting in total gain on settlement of liabilities of $31,326. No gains or losses resulting from liability settlement were recognized during the three month ended March 31, 2022. |
Revenue Recognition | Revenue Recognition We recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue recognition principles, an entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either over time or at a point in time). ASC 606 further requires that companies disclose sufficient information to enable readers of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company recognized $0 revenue during the three months ended March 31, 2022 and 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On August 5, 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, The Company has examined all other recent accounting pronouncements and determined that they will not have a material impact on its financial position, results of operations, or cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of diluted earnings per share | Three Months Ended March 31, 2021 2020 Numerator: Net income (loss) $ (103,774 ) $ 1,614,076 (Gain) loss on change in fair value of derivatives (211,345 ) (1,852,133 ) Interest on convertible debt 189,047 195,889 Net income (loss) – diluted $ (126,072 ) $ (42,168 ) Denominator: Weighted average common shares outstanding: 374,805,286 100,299,993 Effect of dilutive shares 160,740,900 167,215,045 Diluted 535,546,186 267,515,038 Net income (loss) per common share: Basic $ (0.00 ) $ 0.02 Diluted $ (0.00 ) $ (0.00 ) |
Schedule of fair value hierarchy on financial assets and liabilities recurring basis | Fair Value Measurement at Carrying March 31, 2022 Value Level 1 Level 2 Level 3 Derivative liabilities $ — — — $ — Fair Value Measurement at Carrying December 31, 2021 Value Level 1 Level 2 Level 3 Derivative liabilities $ 211,345 — — $ 211,345 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of maturities of debt | 2022 $ 5,109,893 2023 1,022,500 2024 200,000 Less: unamortized debt discount - Total $ 6,332,393 |
Schedule of recognized at fair value in the consolidated financial statements | March 31, March 31, Balance of embedded derivative at the beginning of the period $ 211,345 $ 3,083,255 Change in fair value of conversion features (211,345 ) (1,852,133 ) Balance of embedded derivatives at the end of the period $ - $ 1,231,122 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of minimum future rental payments | 2021 $ 36,692 Total minimum lease payments 36,692 Less: Amount represented interest (438 ) Present value of minimum lease payments and guaranteed residual value $ 36,254 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of warrant securities outstanding | Warrants Exercise Expiration 2016 Warrants – financing 5,000,000 $ 0.07 May-June 2022 2017 Warrants – financing 12,137,926 $ 0.07 June - December 2022 2018 Warrants – financing 9,991,905 $ 0.07 January - November 2023 2018 Warrants for services 2,250,000 $ 0.07 October - December 2023 2019 Warrants –financing 10,500,000 $ 0.07 March - October 2024 2019 Warrants for services 3,500,000 $ 0.07 March - April 2024 2020 Warrants for services 3,000,000 $ 0.05 February 2025 Total 46,379,831 |
Schedule of all warrants activity | Number of Weighted Weighted Balance outstanding at December 31, 2021 49,351,259 $ 0.06 1.53 Granted - - - Exercised - - - Forfeited - - - Cancelled - - - Expired (2,971,428 ) - - Balance outstanding at March 31, 2022 46,379,831 $ 0.06 1.37 Exercisable at March 31, 2022 46,379,831 $ 0.06 1.37 |
Schedule of stock option activity | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2021 - $ - - Granted - - - Exercised - - - Cancelled or expired - - - Balance outstanding at March 31, 2022 - $ - - Exercisable at March 31, 2022 - $ - - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Convertible debt agreements (in Shares) | 161 | 164 | |
Accrued expenses | $ 15,252 | ||
Gain on capital lease settlement | 16,074 | ||
Total gain on settlement of liabilities | 31,326 | ||
Revenue | $ 0 | $ 0 | |
Reduced to as allow per share value (in Dollars per share) | $ 0.0038 | $ 0 | |
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Equipment estimated useful lives | 3 years | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Equipment estimated useful lives | 7 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of diluted earnings per share - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net income (loss) | $ (103,774) | $ 1,614,076 |
(Gain) loss on change in fair value of derivatives | (211,345) | (1,852,133) |
Interest on convertible debt | 189,047 | 195,889 |
Net income (loss) – diluted | $ (126,072) | $ (42,168) |
Denominator: | ||
Weighted average common shares outstanding: (in Shares) | 374,805,286 | 100,299,993 |
Effect of dilutive shares (in Shares) | 160,740,900 | 167,215,045 |
Diluted (in Shares) | 535,546,186 | 267,515,038 |
Net income (loss) per common share: | ||
Basic (in Dollars per share) | $ 0 | $ 0.02 |
Diluted (in Dollars per share) | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of fair value hierarchy on financial assets and liabilities recurring basis - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Summary of Significant Accounting Policies (Details) - Schedule of fair value hierarchy on financial assets and liabilities recurring basis [Line Items] | ||
Derivative liabilities | $ 211,345 | |
Fair Value Measurement [Member] | Level 1 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of fair value hierarchy on financial assets and liabilities recurring basis [Line Items] | ||
Derivative liabilities | ||
Fair Value Measurement [Member] | Level 2 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of fair value hierarchy on financial assets and liabilities recurring basis [Line Items] | ||
Derivative liabilities | ||
Fair Value Measurement [Member] | Level 3 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of fair value hierarchy on financial assets and liabilities recurring basis [Line Items] | ||
Derivative liabilities | $ 211,345 |
Going Concern (Details)
Going Concern (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Going Concern [Abstract] | |
Net loss | $ 103,774 |
Accumulated losses | 16,471,763 |
Working capital deficit | $ 8,246,720 |
Financial term | 1 year |
Debt (Details)
Debt (Details) | Jul. 13, 2021USD ($)$ / shares | Mar. 01, 2021USD ($)$ / shares | Apr. 15, 2020USD ($)$ / shares | Jul. 11, 2019USD ($)shares | Apr. 15, 2019USD ($)$ / shares | Apr. 01, 2019USD ($)$ / shares | Mar. 18, 2019USD ($) | Mar. 14, 2019USD ($)$ / shares | Mar. 05, 2019USD ($)$ / sharesshares | May 01, 2018USD ($)$ / sharesshares | Sep. 21, 2021USD ($)$ / shares | Dec. 24, 2020USD ($)$ / shares | Dec. 23, 2020USD ($) | May 30, 2019USD ($)$ / shares | Nov. 20, 2018USD ($)$ / shares | Nov. 19, 2018USD ($) | Jun. 30, 2016USD ($)$ / shares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Nov. 02, 2021USD ($) | Oct. 14, 2021USD ($)$ / shares | Nov. 17, 2020$ / shares | Apr. 13, 2018USD ($) |
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 100,727 | |||||||||||||||||||||||||||||||
Carrying value | $ 108,804 | |||||||||||||||||||||||||||||||
Accrued interest | $ 153,686 | |||||||||||||||||||||||||||||||
Convertible shares (in Shares) | shares | 98,024,360 | |||||||||||||||||||||||||||||||
Shares converted into common stock carrying value | $ 50,000 | |||||||||||||||||||||||||||||||
Carrying value | $ 50,000 | 20,804 | ||||||||||||||||||||||||||||||
Common stock per share (in Dollars per share) | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||||
Debt discount | $ 87,043 | |||||||||||||||||||||||||||||||
Principal amount | $ 88,000 | |||||||||||||||||||||||||||||||
Converted shares (in Shares) | shares | 26,507,105 | 23,157,894 | ||||||||||||||||||||||||||||||
Carrying value | $ 0 | |||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.07 | $ 0.01 | ||||||||||||||||||||||||||||||
Warrants issued (in Shares) | shares | 46,379,831 | |||||||||||||||||||||||||||||||
Debt term | 2 years | |||||||||||||||||||||||||||||||
Outstanding principal balance | $ 108,572 | $ 108,572 | ||||||||||||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||||||||||||||
Balance outstanding | $ 80,000 | 80,000 | ||||||||||||||||||||||||||||||
Repayment of amount | $ 46,584 | |||||||||||||||||||||||||||||||
Additional original debt discount | 3,325 | |||||||||||||||||||||||||||||||
Outstanding principal balance | $ 135,000 | |||||||||||||||||||||||||||||||
Bearing interest | 7.00% | |||||||||||||||||||||||||||||||
Original interest rate | 2.00% | |||||||||||||||||||||||||||||||
Total principal and accrued interest | $ 118,250 | 37,712 | ||||||||||||||||||||||||||||||
Number of convertible notes issued | 8 | |||||||||||||||||||||||||||||||
Repayment date | Nov. 17, 2020 | |||||||||||||||||||||||||||||||
Convertible promissory note description | the Company issued a convertible promissory note for $85,250 with net proceed of $75,000 to an investor with an 8.0% rate of interest and a one (1) year maturity. The Company has the option to pre-pay the note (principal and accrued interest) in cash within the 1st 90 days from issuance at a 25% premium, and 40% premium 91-180 days from the issuance date. Subsequent to 181 days, the Company shall have no right of prepayment and the holder may convert at a 40% discount to the prevailing market price. The note matured on December 11, 2019. The note is convertible into shares of common stock at the lesser of 1) lowest trading price of twenty-five days prior to March 18, 2019 or 2) 60% of lowest trading price of twenty-five days prior to the Conversion Day. | |||||||||||||||||||||||||||||||
Accrued payable | $ 108,572 | |||||||||||||||||||||||||||||||
Interest | 9.50% | |||||||||||||||||||||||||||||||
Cash paid in common stock | 15.00% | 15.00% | ||||||||||||||||||||||||||||||
Convertible notes | $ 810,000 | $ 915,000 | ||||||||||||||||||||||||||||||
Interest paid | ||||||||||||||||||||||||||||||||
Principal outstanding amount | 7,500 | |||||||||||||||||||||||||||||||
Outstanding principal balance | $ 300,000 | |||||||||||||||||||||||||||||||
Conversion term | 1 year | 1 year | ||||||||||||||||||||||||||||||
Commercial Paper [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate | 19.00% | |||||||||||||||||||||||||||||||
Balance outstanding | $ 25,784 | $ 25,784 | ||||||||||||||||||||||||||||||
Two Unsecured Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Borrowed amount | $ 80,000 | |||||||||||||||||||||||||||||||
Other 2016 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||
2014 Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 146,000 | 25,000 | ||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.3 | |||||||||||||||||||||||||||||||
Balance outstanding on notes | 121,000 | |||||||||||||||||||||||||||||||
Carrying value | $ 2,841 | |||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||||||||||||
Total of warrants (in Shares) | shares | 1,000,000 | 360,002 | ||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 0.15 | $ 0.35 | $ 0.22 | |||||||||||||||||||||||||||||
Notes payable | 50,000 | |||||||||||||||||||||||||||||||
Accrued interest | $ 30,387 | |||||||||||||||||||||||||||||||
Converted to shares of common stock (in Shares) | shares | 14,575,645 | |||||||||||||||||||||||||||||||
Common stock value | 96,000 | $ 96,000 | ||||||||||||||||||||||||||||||
Cobrador 2016 Notes [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 115,000 | |||||||||||||||||||||||||||||||
Debt discount | $ 1,994 | |||||||||||||||||||||||||||||||
Converted shares (in Shares) | shares | 400,000 | |||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.17 | |||||||||||||||||||||||||||||||
Debt term | 2 years | |||||||||||||||||||||||||||||||
Carrying value | $ 95,000 | $ 95,000 | ||||||||||||||||||||||||||||||
Interest rate of debt | 9.50% | |||||||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||||||
Total of warrants (in Shares) | shares | 338,235 | |||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 0.3 | |||||||||||||||||||||||||||||||
Revised warrant exercise price (in Dollars per share) | $ / shares | 0.05 | |||||||||||||||||||||||||||||||
Common stock conversion price, revised (in Dollars per share) | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||||
Convertible notes amount | 20,000 | |||||||||||||||||||||||||||||||
Convertible Notes in Aggregate Three [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||||||||||||||||||
Debt discount | $ 27,585 | |||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||||
Debt term | 2 years | |||||||||||||||||||||||||||||||
Carrying value | 250,000 | |||||||||||||||||||||||||||||||
Interest rate of debt | 9.50% | |||||||||||||||||||||||||||||||
Total of warrants (in Shares) | shares | 5,000,000 | |||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 0.07 | |||||||||||||||||||||||||||||||
2017 Convertible Notes [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | 923,882 | |||||||||||||||||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||||||||||||||||
Debt discount | $ 59,403 | |||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||||
Debt term | 2 years | |||||||||||||||||||||||||||||||
Amortization debt discount | $ 13,278 | $ 31,940 | ||||||||||||||||||||||||||||||
Carrying value | $ 924,282 | 924,282 | 910,608 | |||||||||||||||||||||||||||||
Interest rate of debt | 9.50% | |||||||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||||||
Total of warrants (in Shares) | shares | 16,537,926 | |||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 0.07 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 13,278 | |||||||||||||||||||||||||||||||
2018 Convertible Notes [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 436,500 | 25,000 | 537,500 | |||||||||||||||||||||||||||||
Debt discount | 16,692 | $ 33,384 | ||||||||||||||||||||||||||||||
Convertible note issued | $ 436,500 | |||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||
Debt term | 2 years | 2 years | ||||||||||||||||||||||||||||||
Amortization debt discount | 3,889 | $ 12,803 | ||||||||||||||||||||||||||||||
Carrying value | 512,500 | $ 512,500 | 533,611 | $ 516,919 | ||||||||||||||||||||||||||||
Interest rate of debt | 9.50% | 9.50% | ||||||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||||||
Total of warrants (in Shares) | shares | 10,750,000 | |||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 0.07 | |||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | shares | 6,578,947 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 537,500 | 3,889 | $ 20,581 | |||||||||||||||||||||||||||||
Interest percentage of common stock | 15.00% | 15.00% | ||||||||||||||||||||||||||||||
Carrying value of the notes | 436,500 | $ 436,500 | ||||||||||||||||||||||||||||||
2018 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | 75,000 | 206,250 | 281,250 | |||||||||||||||||||||||||||||
Accrued interest | 31,860 | |||||||||||||||||||||||||||||||
Carrying value | $ 0 | $ 75,000 | ||||||||||||||||||||||||||||||
Common stock issued upon conversion of debt, shares (in Shares) | shares | 7,737,705 | |||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | shares | 38,750 | |||||||||||||||||||||||||||||||
Repayment amount | 9,924,132 | |||||||||||||||||||||||||||||||
2019 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 60,000 | $ 85,250 | ||||||||||||||||||||||||||||||
Accrued interest | 18,623 | |||||||||||||||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.03 | ||||||||||||||||||||||||||||
Debt term | 2 years | 2 years | 2 years | 2 years | ||||||||||||||||||||||||||||
Original amount | $ 10,250 | |||||||||||||||||||||||||||||||
Amortization debt discount | 23,384 | |||||||||||||||||||||||||||||||
Carrying value | $ 0 | 0 | 127,875 | |||||||||||||||||||||||||||||
Outstanding principal balance | 60,000 | $ 60,000 | ||||||||||||||||||||||||||||||
Note bears interest of debt | 9.50% | 9.50% | ||||||||||||||||||||||||||||||
Number of convertible notes issued | 2 | |||||||||||||||||||||||||||||||
Common stock issued upon conversion of debt, shares (in Shares) | shares | 34,811,689 | |||||||||||||||||||||||||||||||
Accrued interest | $ 24,508 | |||||||||||||||||||||||||||||||
Common stock conversion price, revised (in Dollars per share) | $ / shares | $ 0.07 | |||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | shares | 13,426,091 | |||||||||||||||||||||||||||||||
Interest percentage of common stock | 15.00% | 15.00% | ||||||||||||||||||||||||||||||
Penalty in principal | $ 42,625 | |||||||||||||||||||||||||||||||
Accounts payable | $ 10,000 | $ 105,000 | ||||||||||||||||||||||||||||||
Outstanding principal amount | $ 321,824 | 331,824 | $ 331,824 | |||||||||||||||||||||||||||||
Interest | 9.50% | |||||||||||||||||||||||||||||||
Convertible notes | $ 250,000 | |||||||||||||||||||||||||||||||
Ownership conversion, percentage | 4.99% | |||||||||||||||||||||||||||||||
Initial agreement amount | $ 206,231 | |||||||||||||||||||||||||||||||
Interest paid | $ 0.095 | $ 0.095 | ||||||||||||||||||||||||||||||
Percentage of common stock paid | 15.00% | 15.00% | ||||||||||||||||||||||||||||||
Convertible promissory note amount | $ 147,000 | |||||||||||||||||||||||||||||||
Agreement amount | $ 603,231 | 603,231 | ||||||||||||||||||||||||||||||
2020 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.05 | $ 0.07 | ||||||||||||||||||||||||||||||
Debt term | 2 years | 2 years | ||||||||||||||||||||||||||||||
Outstanding principal amount | $ 68,000 | 68,000 | ||||||||||||||||||||||||||||||
Interest | 9.50% | 9.50% | ||||||||||||||||||||||||||||||
Cash paid in common stock | 15.00% | 15.00% | ||||||||||||||||||||||||||||||
Convertible notes amount | $ 73,118 | $ 68,000 | ||||||||||||||||||||||||||||||
Principal outstanding amount | 73,118 | 73,118 | ||||||||||||||||||||||||||||||
Convertible Note Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Outstanding principal amount | 50,000 | |||||||||||||||||||||||||||||||
2021 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 94,600 | |||||||||||||||||||||||||||||||
Carrying value | $ 0 | |||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.05 | $ 0.05 | $ 0.03 | $ 0.05 | $ 0.03 | |||||||||||||||||||||||||||
Debt term | 3 years | 1 year | 2 years | 2 years | ||||||||||||||||||||||||||||
Interest | 9.50% | 9.50% | 9.50% | 9.50% | ||||||||||||||||||||||||||||
Cash paid in common stock | 15.00% | 15.00% | 15.00% | 15.00% | ||||||||||||||||||||||||||||
Convertible notes amount | $ 150,000 | $ 94,600 | $ 100,000 | $ 365,000 | $ 20,000 | |||||||||||||||||||||||||||
Principal outstanding amount | 365,000 | 365,000 | ||||||||||||||||||||||||||||||
Outstanding principal balance | 20,000 | 20,000 | ||||||||||||||||||||||||||||||
Cash repayment rate | 9.50% | |||||||||||||||||||||||||||||||
Conversion term | 2 years | 2 years | ||||||||||||||||||||||||||||||
Deferred compensation | 30,000 | |||||||||||||||||||||||||||||||
Convertible notes, description | the Company issued 2 convertible notes - $150,000, $100,000 - to fund an asset acquisition, continue funding operations and reconciling a debt. The notes bear interest at the rate of 9.5% per annum and are due and payable in two years. The notes are convertible into shares of the Company’s common stock at $0.03 per share and are redeemable at the principal amount plus accrued unpaid interest after one year, at the Company’s option. The notes also contain a 4.99% limitation on the investor’s beneficial ownership of the Company’s outstanding common stock upon conversion. | |||||||||||||||||||||||||||||||
Construction Loan Payable [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Carrying value | $ 37,500 | |||||||||||||||||||||||||||||||
2022 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.03 | |||||||||||||||||||||||||||||||
Debt term | 2 years | |||||||||||||||||||||||||||||||
Interest | 9.50% | |||||||||||||||||||||||||||||||
Cash paid in common stock | 15.00% | |||||||||||||||||||||||||||||||
Convertible notes amount | $ 50,000 | |||||||||||||||||||||||||||||||
Promissory Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 115,000 | |||||||||||||||||||||||||||||||
Interest rate | 7.00% | |||||||||||||||||||||||||||||||
Debt term | 3 years | |||||||||||||||||||||||||||||||
Accrue interest | 17.00% | |||||||||||||||||||||||||||||||
Balance outstanding | 6,235 | 6,235 | $ 11,083 | |||||||||||||||||||||||||||||
Borrowed amount | $ 143,908 | $ 36,400 | $ 76,500 | |||||||||||||||||||||||||||||
Repayment of amount | 60,000 | 125,931 | 44,449 | 63,497 | ||||||||||||||||||||||||||||
Balance outstanding on notes | 34,044 | 16,067 | 24,116 | |||||||||||||||||||||||||||||
Additional borrowed amount | 25,000 | |||||||||||||||||||||||||||||||
Outstanding balance | 80,000 | 80,000 | ||||||||||||||||||||||||||||||
Repayment of amount | 0 | 0 | ||||||||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 28,000 | |||||||||||||||||||||||||||||||
Accrue interest | 7.00% | |||||||||||||||||||||||||||||||
Amortization debt discount | 544 | |||||||||||||||||||||||||||||||
Repaid principal amount | 15,000 | |||||||||||||||||||||||||||||||
Promissory Note Two [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 124,000 | |||||||||||||||||||||||||||||||
Debt discount | 544 | 10,288 | ||||||||||||||||||||||||||||||
Balance outstanding | 51,062 | |||||||||||||||||||||||||||||||
Repayment of amount | 48,154 | |||||||||||||||||||||||||||||||
Net proceeds | 112,840 | |||||||||||||||||||||||||||||||
Amortization debt discount | $ 11,160 | 9,744 | 872 | |||||||||||||||||||||||||||||
Carrying value | 65,518 | 103,928 | ||||||||||||||||||||||||||||||
Promissory Note One [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||||||||||||
Debt term | 1 year | |||||||||||||||||||||||||||||||
Repayment of amount | 25,000 | |||||||||||||||||||||||||||||||
Balance outstanding on notes | 100,000 | |||||||||||||||||||||||||||||||
Balance outstanding | 135,000 | 135,000 | ||||||||||||||||||||||||||||||
Interest rate of debt | 10.00% | |||||||||||||||||||||||||||||||
Warrant shares (in Shares) | shares | 500,000 | |||||||||||||||||||||||||||||||
Strike price per share (in Dollars per share) | $ / shares | $ 0.07 | |||||||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||||||
Promissory Note Two [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 118,250 | |||||||||||||||||||||||||||||||
Balance outstanding on notes | 118,250 | 118,250 | ||||||||||||||||||||||||||||||
Note bears interest of debt | 10.00% | |||||||||||||||||||||||||||||||
Associated [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Additional borrowed amount | 38,325 | |||||||||||||||||||||||||||||||
Additional original debt discount | 3,325 | |||||||||||||||||||||||||||||||
Cobrador 1 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Balance outstanding | $ 28,000 | 28,000 | ||||||||||||||||||||||||||||||
Cobrador [Member] | 2014 Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||||||||||||||
Original amount | $ 45,000 | |||||||||||||||||||||||||||||||
Number of convertible notes issued | 3 | |||||||||||||||||||||||||||||||
Conversion price per share. (in Dollars per share) | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||||
Warrant exercise price per share (in Dollars per share) | $ / shares | $ 0.07 | |||||||||||||||||||||||||||||||
Outstanding balance | $ 45,000 | 45,000 | ||||||||||||||||||||||||||||||
Three Convertible Notes Agreements [Member] | 2018 Convertible Notes [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | 64,300 | $ 240,500 | ||||||||||||||||||||||||||||||
Debt discount | 42,764 | |||||||||||||||||||||||||||||||
Debt term | 1 year | |||||||||||||||||||||||||||||||
Net proceeds | $ 214,000 | |||||||||||||||||||||||||||||||
Amortization debt discount | 21,381 | 21,382 | ||||||||||||||||||||||||||||||
Carrying value | 296,450 | $ 296,605 | ||||||||||||||||||||||||||||||
Number of convertible notes issued | 3 | |||||||||||||||||||||||||||||||
Unamortized debt discount | $ 64,145 | |||||||||||||||||||||||||||||||
Embedded conversion feature | 59,027 | |||||||||||||||||||||||||||||||
Repayment amount | 26,500 | |||||||||||||||||||||||||||||||
Penalty in principal | $ 120,250 | |||||||||||||||||||||||||||||||
Unamortized debt discount | $ 0 | |||||||||||||||||||||||||||||||
Three Convertible Notes Agreements [Member] | 2018 Convertible Notes [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate of debt | 8.00% | |||||||||||||||||||||||||||||||
Interest percentage of common stock | 60.00% | |||||||||||||||||||||||||||||||
Three Convertible Notes Agreements [Member] | 2018 Convertible Notes [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate of debt | 12.00% | |||||||||||||||||||||||||||||||
Interest percentage of common stock | 61.00% | |||||||||||||||||||||||||||||||
2020 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | 218,900 | $ 55,788 | $ 310,000 | |||||||||||||||||||||||||||||
Shares converted into common stock (in Shares) | shares | 14,760,086 | |||||||||||||||||||||||||||||||
Carrying value | $ 268,900 | |||||||||||||||||||||||||||||||
Interest rate | 7.00% | |||||||||||||||||||||||||||||||
Convertible note issued | $ 25,000 | |||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||||
Warrants issued (in Shares) | shares | 500,000 | |||||||||||||||||||||||||||||||
Purchase common shares, per share (in Dollars per share) | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||||
Debt term | 5 years | |||||||||||||||||||||||||||||||
Interest expense and warrant liability | $ 1,421 | |||||||||||||||||||||||||||||||
Outstanding principal balance | 25,000 | 25,000 | ||||||||||||||||||||||||||||||
2020 Financings [Member] | Cobrador 2 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Additional face amount | 108,804 | |||||||||||||||||||||||||||||||
Interest, fees and penalties amount | $ 72,734 | |||||||||||||||||||||||||||||||
2020 Financings [Member] | Cobrador Notes [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate | 7.00% | |||||||||||||||||||||||||||||||
Promissory Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Original amount | $ 10,512 | |||||||||||||||||||||||||||||||
Convertible Debt [Member] | Promissory Note Two [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayment of amount | $ 9,784 | |||||||||||||||||||||||||||||||
2015 Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | 100,000 | $ 441,000 | ||||||||||||||||||||||||||||||
Carrying value | 306,000 | 306,000 | ||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.3 | $ 0.05 | ||||||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||||||
Note bears interest of debt | 9.50% | |||||||||||||||||||||||||||||||
Number of convertible notes issued | 11 | |||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 0.4 | |||||||||||||||||||||||||||||||
Warrant to purchase an aggregate shares (in Shares) | shares | 735,002 | |||||||||||||||||||||||||||||||
Revised warrant exercise price (in Dollars per share) | $ / shares | $ 0.22 | |||||||||||||||||||||||||||||||
Proceeds allocated to debt discount | $ 8,113 | |||||||||||||||||||||||||||||||
Common stock issued upon conversion of debt | $ 62,696,053 | $ 35,000 | ||||||||||||||||||||||||||||||
Common stock issued upon conversion of debt, shares (in Shares) | shares | 138,245 | 700,000 | ||||||||||||||||||||||||||||||
2016 Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | 761,597 | |||||||||||||||||||||||||||||||
Debt discount | $ 19,242 | |||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.17 | |||||||||||||||||||||||||||||||
Original amount | $ 549,000 | |||||||||||||||||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||||||
Note bears interest of debt | 9.50% | |||||||||||||||||||||||||||||||
Number of convertible notes issued | 5 | |||||||||||||||||||||||||||||||
Total of warrants (in Shares) | shares | 2,239,900 | |||||||||||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 0.3 | |||||||||||||||||||||||||||||||
Revised warrant exercise price (in Dollars per share) | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||||
Common stock issued upon conversion of debt | $ 85,000 | |||||||||||||||||||||||||||||||
Common stock issued upon conversion of debt, shares (in Shares) | shares | 1,700,000 | |||||||||||||||||||||||||||||||
Accrued interest | $ 38,615 | |||||||||||||||||||||||||||||||
Lease principal installments | 47,466 | |||||||||||||||||||||||||||||||
Accrued registration rights penalties | 22,156 | |||||||||||||||||||||||||||||||
Due to former office | 81,250 | |||||||||||||||||||||||||||||||
Additional interest, expenses, fine and penalties | $ 23,110 | $ 23,110 | ||||||||||||||||||||||||||||||
Outstanding principal balance | $ 676,597 | $ 676,597 | ||||||||||||||||||||||||||||||
Convertible Notes in Aggregate Three [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | 47,000 | |||||||||||||||||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||||||||||||||||
Carrying value | $ 175,000 | $ 203,000 | ||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | shares | 23,282,260 | 12,368,421 | ||||||||||||||||||||||||||||||
Total principal and accrued interest in the amount | $ 88,473 | |||||||||||||||||||||||||||||||
Convertible Note Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||
Debt term | 6 months | |||||||||||||||||||||||||||||||
Outstanding principal amount | $ 50,000 | |||||||||||||||||||||||||||||||
Interest | 9.50% | |||||||||||||||||||||||||||||||
Cash paid in common stock | 15.00% | |||||||||||||||||||||||||||||||
Convertible notes amount | $ 50,000 | |||||||||||||||||||||||||||||||
Warrants issued (in Shares) | shares | 10,000,000 | |||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 0.02 | |||||||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||||||
Convertible Note Agreement [Member] | 2019 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||||||||||||||||
Convertible Note Agreement [Member] | 2021 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Outstanding principal balance | $ 250,000 | |||||||||||||||||||||||||||||||
Convertible Notes One [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Convertible notes amount | $ 150,000 | |||||||||||||||||||||||||||||||
Convertible Notes One [Member] | 2021 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Principal outstanding amount | 150,000 | 150,000 | ||||||||||||||||||||||||||||||
Convertible Notes One [Member] | 2022 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Convertible notes amount | 50,000 | |||||||||||||||||||||||||||||||
Cobrador Notes [Member] | 2021 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Outstanding principal balance | 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||
Construction Loan Payable [Member] | 2021 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Outstanding principal balance | 250,000 | |||||||||||||||||||||||||||||||
Convertible Notes Two [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Convertible notes amount | 100,000 | |||||||||||||||||||||||||||||||
Convertible Notes Two [Member] | 2022 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Convertible notes amount | 150,000 | |||||||||||||||||||||||||||||||
Convertible Notes Three [Member] | 2022 Financings [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Convertible notes amount | $ 100,000 |
Debt (Details) - Schedule of ma
Debt (Details) - Schedule of maturities of debt | Mar. 31, 2022USD ($) |
Schedule of maturities of debt [Abstract] | |
2022 | $ 5,109,893 |
2023 | 1,022,500 |
2024 | 200,000 |
Less: unamortized debt discount | |
Total | $ 6,332,393 |
Debt (Details) - Schedule of re
Debt (Details) - Schedule of recognized at fair value in the consolidated financial statements - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of recognized at fair value in the consolidated financial statements [Abstract] | ||
Balance of embedded derivative at the beginning of the period | $ 211,345 | $ 3,083,255 |
Change in fair value of conversion features | (211,345) | (1,852,133) |
Balance of embedded derivatives at the end of the period | $ 1,231,122 |
Capital Lease Obligations (Deta
Capital Lease Obligations (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Lease expiry date | Dec. 31, 2023 |
Capital Lease Obligations (De_2
Capital Lease Obligations (Details) - Schedule of minimum future rental payments | Mar. 31, 2022USD ($) |
Schedule of minimum future rental payments [Abstract] | |
2021 | $ 36,692 |
Total minimum lease payments | 36,692 |
Less: Amount represented interest | (438) |
Present value of minimum lease payments and guaranteed residual value | $ 36,254 |
Capital Stock (Details)
Capital Stock (Details) - shares | Nov. 16, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, shares authorized | 600,000,000 | 600,000,000 | ||
Common stock, shares issued | 385,568,143 | 335,778,778 | ||
Common stock, shares outstanding | 385,568,143 | 335,778,778 | ||
Shares issued | 49,789,365 | 54,398,684 | ||
Conversion of convertible notes and accrued interest | 15,000,000 | 189,200 | 206,715 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) - USD ($) | Nov. 16, 2017 | Jul. 26, 2011 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 |
Stock Options and Warrants (Details) [Line Items] | |||||
Warrants issued | 3,000,000 | ||||
Expected volatility rate | 339.00% | ||||
Risk-free interest rate | 1.35% | ||||
Dividend yield | 0.00% | ||||
Warrant expenses (in Dollars) | $ 1,574 | $ 525 | |||
Increase shares | 10,000,000 | ||||
Total number of shares | 15,000,000 | 189,200 | 206,715 | ||
2011 Equity Incentive Plan [Member] | |||||
Stock Options and Warrants (Details) [Line Items] | |||||
Issuance of shares | 5,000,000 | ||||
Minimum [Member] | |||||
Stock Options and Warrants (Details) [Line Items] | |||||
Stock options vest years | 5 years | ||||
Maximum [Member] | |||||
Stock Options and Warrants (Details) [Line Items] | |||||
Stock options vest years | 10 years |
Stock Options and Warrants (D_2
Stock Options and Warrants (Details) - Schedule of warrant securities outstanding | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants | 46,379,831 |
2016 Warrants – financing [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants | 5,000,000 |
Exercise Price (in Dollars per share) | $ / shares | $ 0.07 |
Expiration | May-June 2022 |
2017 Warrants – financing [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants | 12,137,926 |
Exercise Price (in Dollars per share) | $ / shares | $ 0.07 |
Expiration | June - December 2022 |
2018 Warrants – financing [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants | 9,991,905 |
Exercise Price (in Dollars per share) | $ / shares | $ 0.07 |
Expiration | January - November 2023 |
2018 Warrants for services [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants | 2,250,000 |
Exercise Price (in Dollars per share) | $ / shares | $ 0.07 |
Expiration | October - December 2023 |
2019 Warrants –financing [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants | 10,500,000 |
Exercise Price (in Dollars per share) | $ / shares | $ 0.07 |
Expiration | March - October 2024 |
2019 Warrants for services [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants | 3,500,000 |
Exercise Price (in Dollars per share) | $ / shares | $ 0.07 |
Expiration | March - April 2024 |
2020 Warrants for services [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants | 3,000,000 |
Exercise Price (in Dollars per share) | $ / shares | $ 0.05 |
Expiration | February 2025 |
Stock Options and Warrants (D_3
Stock Options and Warrants (Details) - Schedule of all warrants activity - Warrants [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Stock Options and Warrants (Details) - Schedule of all warrants activity [Line Items] | |
Number of Warrants, Balance outstanding, Beginning | shares | 49,351,259 |
Weighted Average Exercise Price, Balance outstanding, Beginning | $ / shares | $ 0.06 |
Weighted Average Remaining Contractual Term, Balance outstanding, Beginning | 1 year 6 months 10 days |
Number of Warrants, Balance outstanding, Ending | shares | 46,379,831 |
Weighted Average Exercise Price, Balance outstanding, Ending | $ / shares | $ 0.06 |
Weighted Average Remaining Contractual Term, Balance outstanding, Ending | 1 year 4 months 13 days |
Number of Warrants, Exercisable | shares | 46,379,831 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.06 |
Weighted Average Remaining Contractual Term, Exercisable | 1 year 4 months 13 days |
Number of Warrants, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Remaining Contractual Term, Granted | |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Remaining Contractual Term, Exercised | |
Number of Warrants, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Remaining Contractual Term, Forfeited | |
Number of Warrants, Cancelled | shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Weighted Average Remaining Contractual Term, Cancelled | |
Number of Warrants, Expired | shares | (2,971,428) |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Remaining Contractual Term, Expired |
Stock Options and Warrants (D_4
Stock Options and Warrants (Details) - Schedule of stock option activity - Equity Incentive Plan [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Stock Options and Warrants (Details) - Schedule of stock option activity [Line Items] | |
Number of Options, Balance outstanding, Beginning | shares | |
Weighted Average Exercise Price, Balance outstanding, Beginning | $ / shares | |
Weighted Average Remaining Contractual Term, Balance outstanding, Beginning | |
Number of Options, Exercisable | shares | |
Weighted Average Exercise Price, Exercisable | $ / shares | |
Weighted Average Remaining Contractual Term, Exercisable | |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Remaining Contractual Term, Granted | |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Remaining Contractual Term, Exercised | |
Number of Options, Cancelled or expired | shares | |
Weighted Average Exercise Price, Cancelled or expired | $ / shares | |
Weighted Average Remaining Contractual Term, Cancelled or expired | |
Number of Options, Balance outstanding, Ending | shares | |
Weighted Average Exercise Price, Balance outstanding, Ending | $ / shares | |
Weighted Average Remaining Contractual Term, Balance outstanding, Ending |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 15, 2019 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsequent Events (Details) [Line Items] | |||
Payable term | 2 years | ||
Conversion price per share (in Dollars per share) | $ 0.07 | $ 0.01 | |
Accrued unpaid interest | 1 year | 1 year | |
Secured Convertible Promissory Notes [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Aggregate principal amount (in Dollars) | $ 265,000 | ||
Interest rate | 15.00% | ||
Payable term | 1 year |