Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 26, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | CurrencyWorks Inc. | ||
Entity Central Index Key | 0001515139 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,058,707 | ||
Entity Common Stock, Shares Outstanding | 52,292,283 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 33,342 | $ 1,269 |
Accounts receivable | 90,333 | |
Prepaid expenses | 18,349 | 26,617 |
Prepaid expenses, related party | 15,000 | |
Total Current Assets | 142,024 | 42,886 |
Investment, related party | 37 | 37 |
Total Assets | 142,061 | 42,923 |
Current Liabilities | ||
Accounts payable and accrued expenses | 144,461 | 227,707 |
Accounts payable and accrued expenses, related party | 135,965 | 78,408 |
Loans payable, related party | 434,880 | 526,340 |
Accrued interest on loans payable, related party | 32,489 | 8,500 |
Current portion of convertible notes | 924,825 | 898,825 |
Current portion of interest on convertible notes | 125,940 | 104,913 |
Total Current Liabilities | 1,798,560 | 1,844,693 |
Derivative liability | 3,747,600 | |
Convertible notes payable | 101,500 | 101,500 |
Accrued interest on convertible notes | 220,431 | 115,518 |
Total Liabilities | 5,868,091 | 2,061,711 |
Commitments and Contingencies | ||
Stockholders' (Deficit) | ||
Common stock, $0.001 par value, 75,000,000 shares authorized; 35,426,033 and 23,756,033 shares issued and outstanding as at December 31, 2020 and 2019, respectively | 35,425 | 23,755 |
Additional paid-in-capital | 7,895,335 | 7,558,174 |
Accumulated deficit | (13,323,375) | (9,310,776) |
Total CurrencyWorks Stockholders' (Deficit) | (5,392,615) | (1,728,847) |
Non-controlling Interest | (333,415) | (289,941) |
Total Stockholders' (Deficit) | (5,726,030) | (2,018,788) |
Total Liabilities and Stockholders' (Deficit) | $ 142,061 | $ 42,923 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Statement of Financial Position [Abstract] | ||
Common stock, par value | (per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 35,426,033 | 23,756,033 |
Common stock, shares outstanding | 35,426,033 | 23,756,033 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||
Total revenues | $ 190,333 | $ 250,000 |
Operating expenses | ||
General and administrative expense | 772,863 | 2,064,267 |
Consulting fees, related party | 181,301 | |
Service costs | 22,376 | (58,454) |
Total operating expenses | 795,239 | 2,187,114 |
Net loss from operations | (604,906) | (1,937,114) |
Other income (expense) | ||
Interest income, related party | 314,974 | 56,096 |
Note interest expense | (150,992) | (113,413) |
Derivative liability | (3,615,149) | |
Bad debt expense | (110,000) | |
Impairment | (2,783,834) | |
Total other income (expense) | (3,451,167) | (2,951,151) |
Provision for taxes | ||
Net loss | (4,056,073) | (4,888,265) |
Loss from non-controlling interest | (43,474) | (290,351) |
Net loss attributable to CurrencyWorks | $ (4,012,599) | $ (4,597,914) |
Loss per common share - Basic and diluted | $ (0.13) | $ (0.20) |
Weighted average number of common shares outstanding, basic and diluted | 29,922,263 | 23,015,923 |
Service [Member] | ||
Revenues | ||
Total revenues | $ 190,333 | $ 250,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | ||
Net loss for the year | $ (4,056,073) | $ (4,888,265) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 4,988 | 33,618 |
Stock-based compensation, related party | 15,529 | 83,137 |
Derivative liability | 3,615,149 | |
Impairment of Loan to WENN Digital Inc, related party | 1,250,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (90,333) | |
Accounts receivable, related party | 20,000 | |
Prepaid expense | 8,268 | 55,598 |
Prepaid expense, related party | 15,000 | |
Deferred service costs | 874,838 | |
Accrued interest receivable, related party | 30,666 | |
Accounts payable and accrued expenses | (57,869) | 140,782 |
Accounts payable and accrued expenses, related party | 57,557 | 30,977 |
Accrued interest on loans payable, related party | 23,989 | 8,500 |
Accrued interest on notes payable | 125,940 | 104,913 |
Net cash (used in) operating activities | (337,855) | (2,292,337) |
Investing activities | ||
Net cash (used in) investing activities | ||
Financing activities | ||
Proceeds from issuance of loans payable, related party | 10,000 | 526,340 |
Proceeds from warrants exercised | 50,000 | |
Proceeds from issuance of convertible notes | 26,000 | 575,000 |
Repayment of loans payable | (36,000) | |
Proceeds from share issuance | 320,908 | 294,124 |
Proceeds from share issuance | (980) | |
Net cash provided by financing activities | 369,928 | 1,395,464 |
Net changes in cash and equivalents | 32,073 | (896,873) |
Cash and equivalents at beginning of the year | 1,269 | 898,142 |
Cash and equivalents at end of the year | 33,342 | 1,269 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid in interest | ||
Cash paid for income taxes | ||
Non-cash share issue costs | 5,383 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Stock-based compensation | 4,988 | 33,618 |
Stock-based compensation, related party | 15,529 | 83,137 |
Derivative liability | 132,451 | |
Conversion of convertible debt | 65,460 | 75,000 |
Conversion of accounts payable | $ 25,375 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interest [Member] | Total |
Balance at Dec. 31, 2018 | $ 21,579 | $ 6,959,881 | $ (4,712,862) | $ 2,268,598 | |
Balance, shares at Dec. 31, 2018 | 21,579,474 | ||||
Stock-based compensation | 33,618 | 33,618 | |||
Stock-based compensation, related party | 83,137 | 83,137 | |||
Share issuance for conversion of debt | $ 750 | 74,250 | 75,000 | ||
Share issuance for conversion of debt, shares | 750,000 | ||||
Share issuance for cash May 16, 2019 | $ 1,426 | 292,714 | 410 | 294,124 | |
Share issuance for cash May 16, 2019, shares | 1,000,000 | ||||
Share issuance for debt settlement October 1, 2019 | $ 333 | 99,667 | 100,000 | ||
Share issuance for debt settlement October 1, 2019, shares | 333,333 | ||||
Share issuance for debt settlement November 7, 2019 | $ 93 | 14,907 | $ 15,000 | ||
Share issuance for debt settlement November 7, 2019, shares | 93,226 | ||||
Warrants exercised, shares | |||||
Net loss for the period | (4,597,914) | (290,351) | $ (4,888,265) | ||
Balance at Dec. 31, 2019 | $ 23,755 | 7,558,174 | (9,310,776) | (289,941) | (2,018,788) |
Balance, shares at Dec. 31, 2019 | 23,756,033 | ||||
Stock-based compensation | 4,988 | 4,988 | |||
Stock-based compensation, related party | 15,529 | 15,529 | |||
Private placement issued June 12, 2020 | $ 11,170 | 267,162 | 278,332 | ||
Private placement issued June 12, 2020, shares | 11,170,000 | ||||
Warrants exercised | $ 500 | 49,480 | $ 49,980 | ||
Warrants exercised, shares | 500,000 | ||||
Net loss for the period | (4,012,599) | (43,474) | $ (4,056,073) | ||
Balance at Dec. 31, 2020 | $ 35,425 | $ 7,895,333 | $ (13,323,375) | $ (333,415) | $ (5,726,030) |
Balance, shares at Dec. 31, 2020 | 35,426,033 |
Nature and Continuance of Opera
Nature and Continuance of Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature and Continuance of Operations | 1. NATURE AND CONTINUANCE OF OPERATIONS CurrencyWorks Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 20, 2010, with an authorized capital of 75,000,000 common shares, having a par value of $0.001 per share. During the period ended December 31, 2010, the Company commenced operations by issuing shares and developing its publishing service business, focused on representing authors to publishers. On February 14, 2018, the Company changed its name from “AppCoin Innovations Inc.” to “ICOx Innovations Inc.” On August 17, 2018, a subsidiary of the Company changed its name from “AppCoin Innovations (USA) Inc.” to “ICOx USA, Inc.” On November 19, 2018, we incorporated a new Delaware subsidiary, GN Innovations, Inc., to provide blockchain technology opportunities to the sports and entertainment industry by working with large and well-established brands. On November 28, 2018, we incorporated a new Delaware subsidiary, Cathio, Inc, to provide blockchain technology opportunities to the Catholic community. Effective December 5, 2018, we effected a name change for our subsidiary from “GN Innovations, Inc.” to “GN1, Inc.”. Effective February 6, 2019, we effected a name change for our subsidiary from “GN1, Inc.” to “sBetOne, Inc.”. On September 3, 2019, the Company changed its name from “ICOx Innovations Inc.” to “CurrencyWorks Inc.” and a subsidiary of the Company changed its name from “ICOx USA, Inc.” to “CurrencyWorks USA Inc.”. The Company’s business model is to provide a turnkey set of services for companies to develop and integrate blockchain and cryptocurrency technologies into their business operations. The Company will enable its customers to focus on their core competencies while providing the necessary resources and expertise to execute a strategy that will enable companies to integrate new blockchain plus cryptocurrency technologies into their business operations. The Company will be compensated on a fee-for-services model. The Company may also accept tokens or coins in payment for its services, to the extent permitted under applicable law. The Company’s services will include strategic planning, project planning, structure development and administration, business plan modeling, technology development support, whitepaper preparation, due diligence reporting, governance planning and management. Going Concern These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $13,323,375 and $9,310,776 as of December 31, 2020 and December 31, 2019, respectively, and further losses are anticipated in the pursuit of the Company’s new service business opportunity, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or the private placement of common stock/warrants. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“ GAAP Basis of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material. Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments, such as certificates of deposit or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All cash balances are held by major banking institutions. The carrying amounts of cash and cash equivalents, prepaid expenses, short-term loans receivable, trade payables and convertible notes payable approximate their fair value due to the short-term maturity of such instruments. Contingent Liabilities: The Company accounts for its contingent liabilities in accordance with ASC No. 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2020 and 2019, the Company was not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2019, 2018, and prior. Based on evaluation of the 2019 transactions and events, the Company does not have any material uncertain tax positions that require measurement. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2020 or 2019, and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2020 or 2019. We are subject to taxation in the U.S. and the state of California. All of our tax years are subject to examination by the U.S. and California tax authorities due to the carry-forward of unutilized net operating losses. Collectability of Accounts Receivable In considering the collectability of accounts receivable, the Company takes into account the legal obligation for payment by the customer, as well as the financial capacity of the customer to fund its obligation to the Company. Earnings per Share The Company computes earnings (loss) per share in accordance with ASC 105, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. At December 31, 2020, common shares from the conversion of debt (shares) (Note 4) and outstanding of stock options (shares) (Note 13) have been excluded as their effect is anti-dilutive. At December 31, 2019, common shares from the conversion of debt (12,019,929 shares) and stock options (3,500,000 shares) have been excluded as their effects are anti-dilutive. Stock-Based Compensation The Company has adopted FASB guidance on stock-based compensation. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The fair value of the options is calculated based off the Black Scholes valuation model (Note 13). The Company has issued stock options to employees and non-employees. Stock options granted to non-employees for services or performance not yet rendered would be expensed over the service period or until the goals had been reached. The fair value calculation is recalculated at the end of every reporting period until the goal had been reached, or when the expense has been wholly recognized. The stock options granted to non-employees during the year ended December 31, 2020 were for services already rendered in lieu of cash compensation and, as such, the service period has already passed and the entirety of the expense was recognized in the year. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. When determining fair value, whenever possible, the Company use observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2020, and December 31, 2019, the Company did not have any level 1 or 2 financial instruments. Please see note 6 for additional information on level 3 fair value of financial instruments. Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In August 2020, the FASB issued ASU No. 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 Digital Currency Valuation Digital currencies consist of cryptocurrency denominated assets and are included in current assets. Digital currencies are carried at their fair market value determined by an average spot rate of the most liquid digital currency exchanges. On an interim basis, we recognize decreases in the value of the assets caused by market declines. Subsequent increases in the value of these assets through market price recoveries during the same fiscal year are recognized in the later interim period, but may not exceed the total previously recognized decreases in value during the same year. Such unrealized gains or losses resulting from changes the value of the digital currency are recorded in Other Income, net in the consolidated statements of operations. Gains and losses realized upon sale of digital currencies are also recorded in Other Income, net in the consolidated statement of operations. Fair market value is determined by taking the average spot rate from the most liquid digital currency exchanges. Digital currencies are measured using level one fair values, determined by taking the rate from market currency exchanges. Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The Company may not be able to liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for digital currencies could negatively impact the Company’s future operations. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. The Company did not hold any digital currency at December 31, 2020 and December 31, 2019. Revenue Recognition Revenue is recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, the related services are rendered or delivery has occurred. The Company primarily generates revenues from professional services consulting agreements. These arrangements are generally multiple arrangements entered into on a contingent fee basis. There is no prepayment or retainer required prior to performing services and the entire fees is earned on a contingent basis. The Company also provides monthly post-business launch support services. The recurring monthly post-business launch support services are recognized as revenue each month that the subscription is maintained. The Company generally enters into 1 year arrangements with renewal options for which revenues are contingent upon achieving a pre-determined deliverable or future outcome. Any contingent revenue for these arrangements is not recognized until the contingency is resolved and collectability is reasonably assured. The arrangements are individually detailed based on the needs of the clients with fees outlined in a schedule attached to the agreement. Differences between the timing of billings and the recognition of revenue are recognized as either unbilled revenue (a component of accounts receivable) or deferred revenue on the consolidated balance sheet. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled revenue. Reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component of revenues. Typically, an equivalent amount of reimbursable expenses are included in total direct client service costs. Taxes collected from customers and remitted to governmental authorities are presented in the statement of operations on a net basis. Costs to obtain contracts are capitalized and amortized over the course of the revenue cycle. Service costs The Company’s policy is to defer direct service costs that relate to the earning of contingent fee revenue. These deferred costs are expensed when the contingent fee revenue is recognized or when the earning the contingent fee revenue is in doubt. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | 3. ACCOUNTS RECEIVABLE As at December 31, 2020, the Company had outstanding accounts receivables of $90,333 compared to $0 as at December 31, 2019. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. NOTES PAYABLE The Company has convertible notes outstanding as at December 31, 2020 and are as follows: Start Date Maturity Date Rate Principal Interest Total Note 1 (1) 09-14-2015 09-14-2021 8 % $ 73,825 $ 54,999 $ 128,824 Note 2 (1) 12-30-2016 12-30-2021 8 % 50,000 25,611 75,611 Note 3 (1) 12-30-2016 12-30-2021 8 % 21,500 11,013 32,513 Note 4 (1) 03-02-2017 03-02-2022 8 % 20,000 9,633 29,633 Note 5 (1) 06-08-2017 06-08-2022 8 % 10,000 4,333 14,333 Note 6 (2) 10-30-2017 10-30-2021 10 % 250,000 79,315 329,315 Note 7 (2)(3) 10-30-2017 10-30-2021 10 % - 8,938 8,938 Note 8 02-13-2019 08-12-2021 15 % 25,000 7,058 32,058 Note 9 02-22-2019 08-21-2021 15 % 225,000 62,692 287,692 Note 10 02-27-2019 08-26-2021 15 % 50,000 13,829 63,829 Note 11 03-12-2019 09-11-2021 15 % 25,000 6,781 31,781 Note 12 09-05-2019 08-11-2021 15 % 250,000 61,849 311,849 Note 13 (4) 11-15-2019 5 % 50,000 2,822 52,822 Note 14 (4) 07-18-2019 5 % 250,000 18,219 268,219 Note 15 (4) 08-09-2019 5 % 25,000 1,747 26,747 Note 16 (4) 09-13-2019 5 % 45,000 2,928 47,928 Note 17 (4) 10-04-2019 5 % 54,880 4,666 59,546 Note 18 (4) 11-19-2019 5 % - 851 851 Note 19 (4) 12-18-2019 5 % - 767 767 Note 20 (4) 01-09-2020 5 % 10,000 489 10,489 Note 21 (4) 03-12-2019 12 % 26,000 321 26,321 Total $ 1,461,205 $ 378,861 $ 1,840,066 (1) The principal of the note, and the interest calculated up to November 30, 2018, may be converted into shares of common stock of the Company at a conversion price of $0.03 per share. (2) The note may be converted into shares of common stock of the Company at a conversion price of $0.10 per share. (3) The principal of the note has been converted into equity with the remaining interest outstanding to be payable. (4) These promissory notes are un-secured and payable on demand with no maturity date Notes 1 through 5 were initially entered into with an interest rate of 18% per annum. On November 5, 2018, amendment agreements were signed amending the interest rate to 8% per annum effective December 1, 2018. The amendments also state that the interest is payable only in cash on a quarterly basis commencing December 1, 2018 on March 31, June 30, September 30, and December 31 of each year until the Maturity Date or earlier on the date that all amounts owing under this Note are prepaid by the Company. The principal, and the interest calculated until November 30, 2018, may still be converted to shares. The balances of the convertible notes outstanding as at December 31, 2019 are as follows: Start Date Maturity Date Rate Principal Interest Total Note 1 (1) 09-14-2015 09-14-2020 8 % $ 73,825 $ 49,077 $ 122,902 Note 2 (1) 12-30-2016 12-30-2021 8 % 50,000 21,600 71,600 Note 3 (1) 12-30-2016 12-30-2021 8 % 21,500 9,288 30,788 Note 4 (1) 03-02-2017 03-02-2022 8 % 20,000 8,028 28,028 Note 5 (1) 06-08-2017 06-08-2022 8 % 10,000 3,531 13,531 Note 6 (2) 10-30-2017 10-30-2020 10 % 250,000 54,247 304,247 Note 7 (2)(3) 10-30-2017 01-08-2019 10 % - 8,938 8,938 Note 8 02-13-2019 08-12-2021 15 % 25,000 3,298 28,298 Note 9 02-22-2019 08-21-2021 15 % 225,000 28,849 253,849 Note 10 02-27-2019 08-26-2021 15 % 50,000 6,308 56,308 Note 11 03-12-2019 09-11-2021 15 % 25,000 3,021 28,021 Note 12 09-05-2019 08-11-2021 15 % 250,000 24,247 274,247 Note 13 (4) 11-15-2019 5 % 50,000 315 50,315 Note 14 (4) 07-18-2019 5 % 250,000 5,685 255,685 Note 15 (4) 08-09-2019 5 % 25,000 493 25,493 Note 16 (4) 09-13-2019 5 % 45,000 672 45,672 Note 17 (4) 10-04-2019 5 % 91,180 1,099 92,279 Note 18 (4) 11-19-2019 5 % 30,160 174 30,334 Note 19 (4) 12-18-2019 5 % 35,000 62 35,062 Total $ 1,526,665 $ 228,932 $ 1,755,597 (1) The note may be converted into shares of common stock of the Company at a conversion price of $0.03 per share. (2) The note may be converted into shares of common stock of the Company at a conversion price of $0.10 per share. (3) The principal of the note has been converted into equity with the remaining interest outstanding to be payable. (4) These promissory notes are un-secured and payable on demand with no maturity date Based upon the balances as of December 31, 2020, the convertible notes and the related interest will come due in the following years: Principal Interest Total 2020 $ 1,359,705 $ 328,271 $ 1,687,976 2021 71,500 36,624 108,124 2022 30,000 13,966 43,966 Thereafter - - - Total $ 1,461,205 $ 378,861 $ 1,840,066 |
Loans Payable - Related Party
Loans Payable - Related Party | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Loans Payable - Related Party | 5. LOANS PAYABLE – RELATED PARTY On July 18, 2019, we entered into a loan agreement with Business Instincts Group (“BIG”), whereby BIG advanced $250,000 to us. The principal amount of $250,000 was repayable on demand and bore simple interest at a rate of 5% per annum, which was payable upon repayment of the principal amount of $250,000. We were entitled to repay the whole or any portion of the principal amount of $250,000, plus accrued interest on the portion of the principal amount of $250,000 being repaid, at any time. On August 9, 2019, we entered into a loan agreement with Business Instincts Group (“BIG”), whereby BIG advanced $25,000 to us. The principal amount of $25,000 was repayable on demand and bore simple interest at a rate of 5% per annum, which was payable upon repayment of the principal amount of $25,000. We were entitled to repay the whole or any portion of the principal amount of $25,000, plus accrued interest on the portion of the principal amount of $25,000 being repaid, at any time. On September 13, 2019, we entered into a loan agreement with Business Instincts Group (“BIG”), whereby BIG advanced $45,000 to us. The principal amount of $45,000 was repayable on demand and bore simple interest at a rate of 5% per annum, which was payable upon repayment of the principal amount of $45,000. We were entitled to repay the whole or any portion of the principal amount of $45,000, plus accrued interest on the portion of the principal amount of $45,000 being repaid, at any time. On October 4, 2019, we entered into a loan agreement with Business Instincts Group (“BIG”), whereby BIG advanced $91,180 to us. The principal amount of $91,180 was repayable on demand and bore simple interest at a rate of 5% per annum, which was payable upon repayment of the principal amount of $91,180. We were entitled to repay the whole or any portion of the principal amount of $91,180, plus accrued interest on the portion of the principal amount of $91,180 being repaid, at any time. On November 15, 2019, we entered into a loan agreement with Business Instincts Group (“BIG”), whereby BIG advanced $50,000 to us. The principal amount of $50,000 was repayable on demand and bore simple interest at a rate of 5% per annum, which was payable upon repayment of the principal amount of $50,000. We were entitled to repay the whole or any portion of the principal amount of $5 portion of the principal of the loan $36,300 was repaid on June 12, 2020. On November 19, 2019, we entered into a loan agreement with Business Instincts Group (“BIG”), whereby BIG advanced $30,160 to us. The principal amount of $30,160 was repayable on demand and bore simple interest at a rate of 5% per annum, which was payable upon repayment of the principal amount of $30,160. We were entitled to repay the whole or any portion of the principal amount of $30,160, plus accrued interest on the portion of the principal amount of $30,160 being repaid, at any time. The principal portion of the loan of $30,160 was repaid on June 12, 2020. On December 18, 2019 we entered into a loan agreement with Business Instincts Group (“BIG”), whereby BIG advanced $35,000 to us. The principal amount of $35,000 was repayable on demand and bore simple interest at a rate of 5% per annum, which was payable upon repayment of the principal amount of $35,000. We were entitled to repay the whole or any portion of the principal amount of $35,000, plus accrued interest on the portion of the principal amount of $35,000 being repaid, at any time. The principal portion of the loan of $35,000 was repaid on June 12, 2020. On January 9, 2020 we entered into a loan agreement with Business Instincts Group (“BIG”), whereby BIG advanced $10,000 to us. The principal amount of $10,000 was repayable on demand and bore simple interest at a rate of 5% per annum, which was payable upon repayment of the principal amount of $10,000. We were entitled to repay the whole or any portion of the principal amount of $10,000, plus accrued interest on the portion of the principal amount of $10,000 being repaid, at any time. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedges, Liabilities [Abstract] | |
Derivative Liabilities | 6. DERIVATIVE LIABILITIES In connection with warrants, the Company records derivative liabilities since the strike price is denominated in a currency other than the Company’s functional currency. The warrants are valued on the date of issuance and revalued at each reporting period. The Company recorded initial derivative liabilities on June 12, 2020 of $132,451 based upon the following Black-Sholes option pricing model assumptions: an exercise price of CAD$0.10, our stock price on the date of grant of CAD$0.09, expected dividend yield of 0%, expected volatility of 38.16%, risk free interest rate of 0.19%, expected term of 2.0 years and foreign exchange rate of 1.3596. The derivative liabilities were revalued at USD$3,747,600, resulting in a loss of $3,615,149 for the year ended December 31, 2020, related to the change in fair market value of the derivative liabilities. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: an exercise price of CAD$0.10, our stock price on the date of valuation of CAD$0.54, expected dividend yield of 0%, expected volatility of 43.61%, risk-free interest rate of 0.13%, an expected term of 1.45 years and foreign exchange rate of 1.2732. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Warrants | 7. WARRANTS From January 1, 2020, through December 31, 2020, the Company issued 11,330,000 warrants. The fair value of each warrant is estimated using the Black-Scholes valuation method. Assumptions used in calculating the fair value at December 31, 2020 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 1.45 Risk-free interest rate 0.13 Expected volatility 43.61 % Common stock price (CAD) $ 0.54 Since the expected life of the warrants was greater than the Company’s historical stock information available, the Company determined the expected volatility based on price fluctuations of comparable public companies. The issuances, exercises and pricing re-sets during the twelve months ended December 31, 2020, are as follows: Outstanding at December 31, 2019 - Issuances 11,330,000 Exercises 500,000 Anti-Dilution/Modification - Forfeitures/cancellations - Outstanding at December 31, 2020 10,830,000 Weighted Average Price at December 31, 2020 (CAD) $ 0.1000 The intrinsic value of the 500,000 warrants exercised on December 31, 2020 is $280,000. |
Notes Receivable - Related Part
Notes Receivable - Related Party | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Receivable - Related Party | 8. NOTES RECEIVABLE – RELATED PARTY Our chairman and director, Cameron Chell, was a director, officer and an indirect shareholder of Business Instincts Group Inc. which owns 10% of the common stock of Ryde Holding Inc., the parent company of Ryde GmbH. Please see note 10 and note 17 for additional disclosure. On July 9, 2018, we entered into a loan agreement with Ryde whereby we provided to Ryde a loan in the principal amount of $750,000. The principal amount of the loan bears interest at the rate of 2% per annum, provided, however, any amounts not paid when due will immediately commence accruing interest at the default rate of 10% per annum. The principal amount of the loan, any accrued and unpaid interest thereon, and any other amounts owing under the loan maters on the earlier of (i) March 9, 2019 and (ii) the closing by Ryde of a minimum of $3,000,000 in financings, in the aggregate, whether through the sale of KodakCoins, equity or otherwise. Ryde can prepay all outstanding amounts on 10 days’ notice to our company. As a condition for entering into the loan agreement, Ryde GmbH, a subsidiary of Ryde, provided a corporate guarantee dated July 9, 2018 to our company, pursuant to which Ryde GmbH unconditionally guaranteed and promised to pay our company on demand all amounts that become due from Ryde under the loan agreement with Ryde and any other amounts that we may in the future loan or advance to Ryde. Also, as a condition for entering into the loan agreement, Ryde entered into the amendment no. 2, dated as of July 9, 2018, to the business service agreement dated December 29, 2017 as amended as of March 15, 2018, with our company. Pursuant to the amendment no. 2, our company and Ryde agreed that each party will be responsible for its respective expenses and agreed not to charge any out of pocket expenses to the other party unless expressly approved by the other party in advance in writing. On July 27, 2018, we entered into a loan agreement with Ryde whereby we provided to Ryde a loan in the principal amount of $500,000. This loan is unsecured, will mature on the earlier of eight (8) months from the date of issuance or the closing by Ryde of a minimum of $4,250,000 in financings, in the aggregate, whether through the sale of KodakCoins, equity, or otherwise and will bear interest at the rate of 12% interest per annum. However, any amounts not paid when due shall immediately commence accruing interest at the default rate of 18% per annum. Pursuant to the loan agreement with Ryde GmbH (“Borrower”) dated July 27, 2018, as amended on July 12, 2019 and September 30, 2019, we transferred to Borrower $500,000 on or about July 9, 2018 and $750,000 on or about July 27, 2018 and Borrower owes us $1,250,000, plus accrued interest. Under the Agreement, the parties agreed that commencing on January 1, 2020, interest will commence accruing on the outstanding principal balance of the loan at a rate of 6%per annum (previously 12% per annum for the $500,000 loan and 2% per annum for the $750,000 loan provided, however, any amounts not paid thereunder when due would have immediately commence accruing interest at a default rate of 18% per annum and 12% per annum respectively for both the loans) and if there is any default on the terms of the loan agreement, default interest at the lesser of 18% per annum and the highest rate permitted by applicable law will be deemed to have retroactively been accruing on the loan as of January 1, 2020 and will continue accrue until the earlier of the date such default is cured and the date the loan is repaid in full. The loan agreement was impaired during the year ended December 31, 2019 due to Ryde GmbH’s inability to repay the loan. Effective Date Maturity Date Rate Principal Interest Total Note 1 (1) 07-09-2018 03-09-2019 2 % $ 750,000 $ 7,192 $ 757,192 Note 2 (1) 07-27-2018 03-27-2019 12 % 500,000 23,474 523,474 Total as at December 31, 2018 $ 1,250,000 $ 30,666 $ 1,280,666 Impairment as at September 30, 2019 $ (1,250,000 ) $ (30,666 ) $ (1,280,666 ) Total as at December 31, 2020 $ - $ - $ - (1) |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 9. COMMITMENTS The Company has no outstanding commitments as at December 31, 2020. Litigation From time to time, the Company may be subject to legal proceedings and claims which arise in the ordinary course of business. As of December 31, 2020, there are no legal proceedings. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from stockholders until such time as the Company can support its operations through revenue generation or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. On June 26, 2019, the Company signed an amended credit agreement where BIG cancelled $115,250 amount owed by the Company. On December 1, 2019, the agreement was amended to pay $1 a month as of December 1, 2019. As of December 31, 2020, the Company had trade and other payables owing to this related party of $102,267 (December 31, 2019 - $6,301). The Company also terminated the rental agreement as at December 31, 2019 with BIG with a monthly rental expense of $16,500 that was due to expire on February 28, 2020. The Company engaged two clients to build out their business models, technology strategy, market entry strategy, and capital structure, including a blockchain platform launch. The Company signed an agreement with BIG in which 80% of the revenue received is reimbursed to BIG for expenses incurred to meet the performance obligations as outlined above. For the year ended December 31, 2020, the Company incurred expenses of $132,266 of which $102,267 was payable as at December 31, 2020 to BIG related to these customers. On February 7, 2020, we entered into an amendment to the loan agreement and termination of business services agreement (the “Agreement”) with Ryde GmbH (“Borrower”) and Ryde Holding Inc. (“Customer”). Pursuant to the loan agreement with Ryde GmbH (“Borrower”) dated July 27, 2018, as amended on July 12, 2019 and September 30, 2019, we transferred to Borrower $500,000 on or about July 9, 2018 and $750,000 on or about July 27, 2018 and Borrower owes us $1,250,000, plus accrued interest. Under the Agreement, the parties agreed that commencing on January 1, 2020, interest will commence accruing on the outstanding principal balance of the loan at a rate of 6%per annum (previously 12% per annum for the $500,000 loan and 2% per annum for the $750,000 loan provided, however, any amounts not paid thereunder when due would have immediately commence accruing interest at a default rate of 18% per annum and 12% per annum respectively for both the loans) and if there is any default on the terms of the loan agreement, default interest at the lesser of 18% per annum and the highest rate permitted by applicable law will be deemed to have retroactively been accruing on the loan as of January 1, 2020 and will continue accrue until the earlier of the date such default is cured and the date the loan is repaid in full. In addition, under the Agreement, Borrower agreed to pay us $125,000 on or before February 7, 2020 as payment in full of all interest accrued under the loan agreement through December 31, 2019 and commencing on March 31, 2020, Borrower agreed to make quarterly interest only payments on or before the last day of each calendar quarter until such time as the loan is repaid in full. In addition, under the Agreement, Borrower paid us $150,000 on February 7, 2020, which reduced the outstanding principal balance of the loan by $150,000. Borrower agreed that the remaining unpaid principal balance of the loan and all accrued and unpaid interest, will be due and paid in full on or before the earlier of (a) December 31, 2021, and (b) March 31, 2021, provided, Borrower has Earnings Before Interest, Taxes, Depreciation and Amortization or EBITDA as defined under United States GAAP of more than $5,000,000, for the 12 month period ending December 31, 2020, as certified by an independent auditor appointed by Borrower. If Borrower does not provide such certified financial statements on or before March 31, 2021, Borrower agreed that the remaining unpaid principal balance of the loan and all accrued and unpaid interest, will be immediately due and paid in full. On February 7, 2020, Borrower paid us a total of $27,500 for expense reimbursement. In addition, we terminated the Business Services Agreement (“BSA”) with Ryde Holding Inc. (“Customer”) dated December 29, 2017, as amended on March 15, 2018, July 9, 2018 and October 29, 2018. Customer agreed to issue to us 10 million KodakOne Tokens after their issuance. As per the BSA we had agreed to provide consulting of corporate development and governance, business development and technical services, business awareness services, financial and administrative services and media management services. In addition, we agreed to provide to Customer the monthly services from January 1, 2020 to December 31, 2020 consisting of board and corporate strategy management and board and corporate governance management. Customer has since acquired internal resources to provide the services as anticipated under the BSA and hence both the parties had mutually agreed to terminate the BSA in exchange for 10 million KodakOne Tokens which are to be issued after their issuance. Our chairman and director, Cameron Chell, was a director, officer and an indirect shareholder of Business Instincts Group Inc. (please see note 17) which owns 10% of the common stock of Ryde Holding Inc., the parent company of Ryde GmbH and he is also a director, officer and indirect shareholder of Blockchain Merchant Group, Inc. which owns 2.5% of the common stock of Ryde Holding Inc. Mr. Chell has also been a director and secretary of Ryde Holding Inc. from December 2017 and chairman of Ryde Holding Inc. from February 2018. From December 2017 to February 2018, our president, Bruce Elliott, served as the chief marketing officer of Ryde Holding Inc. Our chief financial officer, Swapan Kakumanu has also been the chief financial officer of Ryde Holding Inc. from October 2018 to September 2019. On December 4, 2018, the Company appointed Swapan Kakumanu as Chief Financial Officer. Previously, on October 9, 2017, the Company had signed an agreement with a company owned by Swapan Kakumanu to complete the accounting functions of the Company. On June 26, 2019, Red to Black credited the Company $25,000 in amounts owing. As of December 31, 2020, the Company had trade and other payables owing to this related party of $10,013 (December 2019 - $31,688) As at December 31, 2020, the Company had outstanding accounts receivable from a related party of $0 compared to $15,000 as at December 31, 2019. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 11. REVENUE The Company had 100% of its concentrated revenue streams in 2020 related to two customer for consulting services provided. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Share Capital | 12. SHARE CAPITAL On May 16, 2019, the Company completed a private placement where 1,000,000 shares were issued at a price of $0.40 (Canadian dollars (“CAD”)) for total gross proceeds of $400,000 CAD or $295,565 less share issue costs of $1,836. On October 19, 2019, the Company issued 333,333 common shares to Tryton Financial Corporation by way of a debt settlement for $100,000 at a deemed price of US$0.30 per share. On November 7, 2019, the Company issued 93,226 common shares to Uptick Capital LLC for services rendered for $15,000. On June 12, 2020, the Company completed a non-brokered private placement consisting of the issuance of 11,170,000 units (each, a “Unit”) at a price of USD$0.04 per unit. Each unit consisted of one share of common stock and one warrant with an exercise price of CAD $0.10 per warrant share for a period of 2 years from the date of closing. The Company received aggregate gross proceeds of USD$410,783 (the “Offering”) of which $278,332 is allocated to common shares and $132,451 is allocated to the warrants. See Note 4 and Note 5 for calculations. The warrants issued by the Company are denominated in CAD at issuance. The Company’s functional currency is the USD. Under U.S. GAAP, where the strike price of warrants is denominated in a currency other than an entity’s functional currency the warrants would not be considered indexed to the entity’s own stock and would consequently be considered to be a derivative liability. Therefore, the value of the warrants needs to be included as a derivative liability. In connection with the offering, the Company has agreed to issue 80,000 broker’s warrants to the Finders. Each broker warrant entitles the holder to purchase one Unit (each, a “Broker Unit”) at a price of $0.05 per Broker Unit, with each Broker Unit consisting of one Share and one share purchase warrant entitling the holder to purchase an additional share at a price of $0.10 for a period of two years. On December 31, 2020, there were 500,000 warrants exercised for common shares. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Stock-Based Compensation | 13. STOCK-BASED COMPENSATION The Company has adopted the 2017 Equity Incentive Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees, or consultants of the Company. The terms of the Plan provide that our board of directors may grant options to acquire common shares of the Company at not less than 100% of the greater of: (i) the fair market value of the shares underlying the options on the grant date and (ii) the fair market value of the shares underlying the options on the date preceding the grant date at terms of up to ten years. No amounts are paid or payable by the recipient on receipt of the options. On December 7, 2020, the maximum number of options available for grant was increased to 6,985,207 shares. As of December 31, 2020, there are 3,500,000 stock options issued (December 31, 2019 – 2,900,000) and 3,485,207 stock options unissued (December 31, 2019 – 100,000). The Company has also granted stock options to non-employees. These stock options were granted to consultants who have provided their services for cash compensation below cost, with the stock options providing additional compensation in lieu of cash. On February 13, 2019, the Company granted a total of 100,000 stock options to a consultant. The stock options are exercisable at the exercise price of $0.60 per share for a period of ten years from the date of grant. The stock options have a fair value of $0.2480 and are exercisable as follows: (i) 1/3 on the first anniversary date; (ii) 1/3 on the second anniversary date; and (iii) 1/3 on the third anniversary date. Stock-based compensation expense recognized for the years ended December 31, 2020 and 2019 were $20,517 and $116,755, respectively. Stock options granted are valued at the fair value calculation based off the Black-Scholes valuation model. The weighted average assumptions used in the calculation are as follows: Years Ended December 31, 2020 2019 Share price $ 0.43 $ 0.04 Exercise price $ 0.10-1.00 $ 0.60-1.00 Time to maturity (years) 9 10 Risk-free interest rate 0.66%-2.41 % 1.68%-2.41 % Expected volatility 115.21%-145.24 % 119.58%-145.24 % Dividend per share $ 0.00 $ 0.00 Forfeiture rate Nil Nil Number of Options Weighted Average Grant-Date Fair Value ($) Weighted Average Exercise Price ($) Weighted Average Remaining Life (Yrs) Options outstanding, December 31, 2018 3,400,000 0.17 0.18 8.6 Granted 100,000 0.55 0.64 8.5 Exercised - - - - Forfeited - - - - Options outstanding, December 31, 2019 3,500,000 0.17 0.19 7.8 Options exercisable, December 31, 2020 3,397,228 0.18 0.16 6.8 Options outstanding, December 31, 2020 3,500,000 0.19 0.17 6.8 Cathio, Inc. (“Cathio”), a subsidiary of the Company, has issued nonvested shares to the management team of Cathio. On March 5, 2019, Cathio granted a total of 16,000,000 nonvested shares to two officers of Cathio. These nonvested shares vest based upon various milestones, have no exercise price, exercise immediately upon vesting, and do not expire except upon resignation of the employee or by a resolution by the Board of Directors. As at the grant date of the nonvested shares, the fair value of the common stock was based upon the issuance of the founder shares at $0.0001 per share. Nonvested shares are valued at the date of the grant at the fair value of the common stock and are expensed over the vesting period. As vesting conditions are not wholly dependent on the employee and there is no timeline for them, for accounting purposes, the fair value will be calculated and the expense will be recognized upon the achievement of the milestones. sBetOne, Inc. (“sBetOne”), a subsidiary of the Company, has issued nonvested shares to a member of the Board of Directors of sBetOne. On March 22, 2019, sBetOne granted a total of 150,000 nonvested shares to a member of the Board of Directors of sBetOne. These nonvested shares vest 1/36 starting April 1, 2019 and at the beginning of the month for the following 35 months, have no exercise price, exercise immediately upon vesting, and do not expire except upon resignation of the employee or by a resolution by the Board of Directors. Nonvested shares are valued at the date of the grant at the fair value of the common stock and are expensed over the vesting period. As at the grant date of the nonvested shares, the fair value of the common stock was based upon the issuance of the founder shares at $0.0001 per share. On June 12, 2019, June 27, 2019, and June 28, 2019, sBetOne granted a total of 150,000 stock options to three advisors. The stock options are exercisable at the price of $0.01 per share for a period of ten years from the date of grant. The fair values of the stock options were $0.7880, $0.7380, and $0.7680, respectively. The stock options are exercisable as follows: (i) 1/2 upon the date of grant; and (ii) 1/2 on the first anniversary date. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. INCOME TAXES For the fiscal years 2020 and 2019, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances. As of December 31, 2020 and 2019, the Company had net operating loss carry forwards of approximately $12,970,232 and $8,957,633 , respectively. The carry forwards expire through the year 2040. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. The Tax Cuts and Jobs Act was enacted on December 22, 2017 which reduced the U.S. corporate statutory tax rate from 35% to 21% beginning on January 1, 2018. We used 21% as an effective rate. The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes (2018 – 21%)), as follows: For the years ended December 31, 2020 2019 Net operating loss before taxes $ (4,012,599 ) $ (4,597,914 ) Federal income tax rate 21 % 21 % Tax expense (benefit) at the statutory rate (842,646 ) (965,562 ) Non-deductible items Tax effect of stock-based compensation (non-qualifying options) 4,309 24,519 Change in Derivatives 759,181 - Change in valuation allowance 79,156 941,043 Total $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax effect of significant components of the Company’s deferred tax assets at December 31, 2020 and 2019, respectively, are as follows: 2020 2019 Deferred tax asset: Net operating loss carry forwards $ 1,960,259 $ 1,955,263 Total gross deferred tax assets 1,960,259 1,955,263 Less: Deferred tax asset valuation allowance (1,960,259 ) (1,955,263 ) Total net deferred tax assets $ - $ - In assessing the ability to realize the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The returns filed from the year 2017 going-forward are subject to examination by the IRS. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 15. FINANCIAL INSTRUMENTS Fair value is an exit price representing the amount that would be received to sell an asset or aid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a base for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions that are reasonably available. ○ Investment in related party The derivative liabilities would be classified as a level 3 financial instrument. As of December 31, 2020 2019 Investment in related party $ 37 $ 37 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Warrants Derivative liability at December 31, 2019 $ - Addition of new conversion option derivatives 132,451 Change in fair value 3,615,149 Derivative liability at December 31, 2020 $ 3,747,600 Please see note 6 for additional information. |
Non-Controlling Interest
Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | 16. NON-CONTROLLING INTEREST The Company has three subsidiaries, CurrencyWorks USA Inc., Cathio, Inc., and sBetOne, Inc. The Company has 100% ownership of CurrencyWorks USA Inc. and Cathio, Inc. For sBetOne, Inc., on April 1, 2019, the Company transferred 2,000,000 of its shares to a third-party and cancelled 1,097,826 of its shares. Additionally, 2,097,826 shares of sBetOne, Inc. were issued to third-parties, reducing the Company’s ownership in this subsidiary to 59.02% The following table sets forth a summary of the changes in non-controlling interest: Year ended December 31 Non-controlling interest at December 31, 2018 $ - Share issuance 410 Net loss (290,351 ) Non-controlling interest at December 31, 2019 $ (289,941 ) Net loss (43,474 ) Non-controlling interest at December 31, 2020 (333,415 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS On January 5, 2021, the Company completed a private placement of an aggregate of 2,400,000 units at a price of CAD$0.125 per share for aggregate gross proceeds of $237,586. Each unit is comprised of one share of our common stock and one share purchase warrant. Each warrant will entitle the holder thereof to acquire one share of our common stock at a price of CAD$0.165 per warrant share until January 5, 2022. These units were issued to three non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933, as amended. As of January 15, 2021, Business Instincts Group (“BIG”) is no longer considered a related party due to Cameron Chell’s resignation as director and officer from BIG. Cameron also no longer has any beneficial ownership in BIG. On February 4, 2021, the Company completed a private placement of an aggregate of 8,000,000 units at a price of CAD$0.50 per share for aggregate gross proceeds of $3,118,179. Each unit is comprised of one share of our common stock and one share purchase warrant. Each warrant will entitle the holder thereof to acquire one share of our common stock at a price of CAD$0.75 per warrant share until February 4, 2023. Of the 8,000,000 units, the Company issued: (i) 330,000 units were issued pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended, to three investors each of who were an “accredited investor” within the meaning ascribed to that term in Regulation D; and (ii) 7,670,000 units were issued to fifty-four non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933, as amended. On February 10, 2021, the Company announced that it has granted an aggregate of 2,200,000 stock options (each, an “Option”) to certain directors and officers for the purchase of up to 2,200,000 common shares of the Company pursuant to its 2017 Equity Incentive. Each Option is exercisable for a period of ten (10) years at a price of US$1.17 per common share. The Options will vest as to one-third (1/3) on the date of grant, one-third (1/3) on the first anniversary and one-third (1/3) on the second anniversary. From January 1, 2021 through March 26, 2021, the Company issued 4,941,250 shares of common stock for warrants exercised and 325,000 shares of common stock for options exercised. On March 23, 2021, the Company completed the initial tranche of the financing from Global Equity Fund Inc., pursuant to which it has issued 1,200,000 units at a price of $1.00 per unit for gross proceeds of $1,200,000. Each unit consists of one share of common stock of the Company (each, a “Share”) and one share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder to acquire one additional Share at a price of $1.25 per share for a period of five years from the closing date of the Initial Tranche (the “Initial Closing Date”). The Company has the option to complete additional tranches of a minimum of $400,000 each for a period of 24 months for gross proceeds of up to $3,800,000. The securities issued under the Initial Tranche are subject to a statutory hold period of four months and one day from the Initial Closing Date. None of the securities issued in the Initial Tranche will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“ GAAP |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. |
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 the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments, such as certificates of deposit or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All cash balances are held by major banking institutions. The carrying amounts of cash and cash equivalents, prepaid expenses, short-term loans receivable, trade payables and convertible notes payable approximate their fair value due to the short-term maturity of such instruments. |
Contingent Liabilities | Contingent Liabilities: The Company accounts for its contingent liabilities in accordance with ASC No. 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2020 and 2019, the Company was not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. |
Income Taxes | Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2019, 2018, and prior. Based on evaluation of the 2019 transactions and events, the Company does not have any material uncertain tax positions that require measurement. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2020 or 2019, and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2020 or 2019. We are subject to taxation in the U.S. and the state of California. All of our tax years are subject to examination by the U.S. and California tax authorities due to the carry-forward of unutilized net operating losses. |
Collectability of Accounts Receivable | Collectability of Accounts Receivable In considering the collectability of accounts receivable, the Company takes into account the legal obligation for payment by the customer, as well as the financial capacity of the customer to fund its obligation to the Company. |
Earnings Per Share | Earnings per Share The Company computes earnings (loss) per share in accordance with ASC 105, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. At December 31, 2020, common shares from the conversion of debt (shares) (Note 4) and outstanding of stock options (shares) (Note 13) have been excluded as their effect is anti-dilutive. At December 31, 2019, common shares from the conversion of debt (12,019,929 shares) and stock options (3,500,000 shares) have been excluded as their effects are anti-dilutive. |
Stock-Based Compensation | Stock-Based Compensation The Company has adopted FASB guidance on stock-based compensation. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The fair value of the options is calculated based off the Black Scholes valuation model (Note 13). The Company has issued stock options to employees and non-employees. Stock options granted to non-employees for services or performance not yet rendered would be expensed over the service period or until the goals had been reached. The fair value calculation is recalculated at the end of every reporting period until the goal had been reached, or when the expense has been wholly recognized. The stock options granted to non-employees during the year ended December 31, 2020 were for services already rendered in lieu of cash compensation and, as such, the service period has already passed and the entirety of the expense was recognized in the year. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. When determining fair value, whenever possible, the Company use observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2020, and December 31, 2019, the Company did not have any level 1 or 2 financial instruments. Please see note 6 for additional information on level 3 fair value of financial instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In August 2020, the FASB issued ASU No. 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 |
Digital Currency Valuation | Digital Currency Valuation Digital currencies consist of cryptocurrency denominated assets and are included in current assets. Digital currencies are carried at their fair market value determined by an average spot rate of the most liquid digital currency exchanges. On an interim basis, we recognize decreases in the value of the assets caused by market declines. Subsequent increases in the value of these assets through market price recoveries during the same fiscal year are recognized in the later interim period, but may not exceed the total previously recognized decreases in value during the same year. Such unrealized gains or losses resulting from changes the value of the digital currency are recorded in Other Income, net in the consolidated statements of operations. Gains and losses realized upon sale of digital currencies are also recorded in Other Income, net in the consolidated statement of operations. Fair market value is determined by taking the average spot rate from the most liquid digital currency exchanges. Digital currencies are measured using level one fair values, determined by taking the rate from market currency exchanges. Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The Company may not be able to liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for digital currencies could negatively impact the Company’s future operations. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. The Company did not hold any digital currency at December 31, 2020 and December 31, 2019. |
Revenue Recognition | Revenue Recognition Revenue is recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, the related services are rendered or delivery has occurred. The Company primarily generates revenues from professional services consulting agreements. These arrangements are generally multiple arrangements entered into on a contingent fee basis. There is no prepayment or retainer required prior to performing services and the entire fees is earned on a contingent basis. The Company also provides monthly post-business launch support services. The recurring monthly post-business launch support services are recognized as revenue each month that the subscription is maintained. The Company generally enters into 1 year arrangements with renewal options for which revenues are contingent upon achieving a pre-determined deliverable or future outcome. Any contingent revenue for these arrangements is not recognized until the contingency is resolved and collectability is reasonably assured. The arrangements are individually detailed based on the needs of the clients with fees outlined in a schedule attached to the agreement. Differences between the timing of billings and the recognition of revenue are recognized as either unbilled revenue (a component of accounts receivable) or deferred revenue on the consolidated balance sheet. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled revenue. Reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component of revenues. Typically, an equivalent amount of reimbursable expenses are included in total direct client service costs. Taxes collected from customers and remitted to governmental authorities are presented in the statement of operations on a net basis. Costs to obtain contracts are capitalized and amortized over the course of the revenue cycle. |
Service Costs | Service costs The Company’s policy is to defer direct service costs that relate to the earning of contingent fee revenue. These deferred costs are expensed when the contingent fee revenue is recognized or when the earning the contingent fee revenue is in doubt. |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Outstanding | The Company has convertible notes outstanding as at December 31, 2020 and are as follows: Start Date Maturity Date Rate Principal Interest Total Note 1 (1) 09-14-2015 09-14-2021 8 % $ 73,825 $ 54,999 $ 128,824 Note 2 (1) 12-30-2016 12-30-2021 8 % 50,000 25,611 75,611 Note 3 (1) 12-30-2016 12-30-2021 8 % 21,500 11,013 32,513 Note 4 (1) 03-02-2017 03-02-2022 8 % 20,000 9,633 29,633 Note 5 (1) 06-08-2017 06-08-2022 8 % 10,000 4,333 14,333 Note 6 (2) 10-30-2017 10-30-2021 10 % 250,000 79,315 329,315 Note 7 (2)(3) 10-30-2017 10-30-2021 10 % - 8,938 8,938 Note 8 02-13-2019 08-12-2021 15 % 25,000 7,058 32,058 Note 9 02-22-2019 08-21-2021 15 % 225,000 62,692 287,692 Note 10 02-27-2019 08-26-2021 15 % 50,000 13,829 63,829 Note 11 03-12-2019 09-11-2021 15 % 25,000 6,781 31,781 Note 12 09-05-2019 08-11-2021 15 % 250,000 61,849 311,849 Note 13 (4) 11-15-2019 5 % 50,000 2,822 52,822 Note 14 (4) 07-18-2019 5 % 250,000 18,219 268,219 Note 15 (4) 08-09-2019 5 % 25,000 1,747 26,747 Note 16 (4) 09-13-2019 5 % 45,000 2,928 47,928 Note 17 (4) 10-04-2019 5 % 54,880 4,666 59,546 Note 18 (4) 11-19-2019 5 % - 851 851 Note 19 (4) 12-18-2019 5 % - 767 767 Note 20 (4) 01-09-2020 5 % 10,000 489 10,489 Note 21 (4) 03-12-2019 12 % 26,000 321 26,321 Total $ 1,461,205 $ 378,861 $ 1,840,066 (1) The principal of the note, and the interest calculated up to November 30, 2018, may be converted into shares of common stock of the Company at a conversion price of $0.03 per share. (2) The note may be converted into shares of common stock of the Company at a conversion price of $0.10 per share. (3) The principal of the note has been converted into equity with the remaining interest outstanding to be payable. (4) These promissory notes are un-secured and payable on demand with no maturity date The balances of the convertible notes outstanding as at December 31, 2019 are as follows: Start Date Maturity Date Rate Principal Interest Total Note 1 (1) 09-14-2015 09-14-2020 8 % $ 73,825 $ 49,077 $ 122,902 Note 2 (1) 12-30-2016 12-30-2021 8 % 50,000 21,600 71,600 Note 3 (1) 12-30-2016 12-30-2021 8 % 21,500 9,288 30,788 Note 4 (1) 03-02-2017 03-02-2022 8 % 20,000 8,028 28,028 Note 5 (1) 06-08-2017 06-08-2022 8 % 10,000 3,531 13,531 Note 6 (2) 10-30-2017 10-30-2020 10 % 250,000 54,247 304,247 Note 7 (2)(3) 10-30-2017 01-08-2019 10 % - 8,938 8,938 Note 8 02-13-2019 08-12-2021 15 % 25,000 3,298 28,298 Note 9 02-22-2019 08-21-2021 15 % 225,000 28,849 253,849 Note 10 02-27-2019 08-26-2021 15 % 50,000 6,308 56,308 Note 11 03-12-2019 09-11-2021 15 % 25,000 3,021 28,021 Note 12 09-05-2019 08-11-2021 15 % 250,000 24,247 274,247 Note 13 (4) 11-15-2019 5 % 50,000 315 50,315 Note 14 (4) 07-18-2019 5 % 250,000 5,685 255,685 Note 15 (4) 08-09-2019 5 % 25,000 493 25,493 Note 16 (4) 09-13-2019 5 % 45,000 672 45,672 Note 17 (4) 10-04-2019 5 % 91,180 1,099 92,279 Note 18 (4) 11-19-2019 5 % 30,160 174 30,334 Note 19 (4) 12-18-2019 5 % 35,000 62 35,062 Total $ 1,526,665 $ 228,932 $ 1,755,597 (1) The note may be converted into shares of common stock of the Company at a conversion price of $0.03 per share. (2) The note may be converted into shares of common stock of the Company at a conversion price of $0.10 per share. (3) The principal of the note has been converted into equity with the remaining interest outstanding to be payable. (4) These promissory notes are un-secured and payable on demand with no maturity date |
Schedule of Convertible Notes | Based upon the balances as of December 31, 2020, the convertible notes and the related interest will come due in the following years: Principal Interest Total 2020 $ 1,359,705 $ 328,271 $ 1,687,976 2021 71,500 36,624 108,124 2022 30,000 13,966 43,966 Thereafter - - - Total $ 1,461,205 $ 378,861 $ 1,840,066 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Assumptions of Fair Value of Warrant | Assumptions used in calculating the fair value at December 31, 2020 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 1.45 Risk-free interest rate 0.13 Expected volatility 43.61 % Common stock price (CAD) $ 0.54 |
Schedule of Issuances, Exercises and Pricing Re-Sets | The issuances, exercises and pricing re-sets during the twelve months ended December 31, 2020, are as follows: Outstanding at December 31, 2019 - Issuances 11,330,000 Exercises 500,000 Anti-Dilution/Modification - Forfeitures/cancellations - Outstanding at December 31, 2020 10,830,000 Weighted Average Price at December 31, 2020 (CAD) $ 0.1000 |
Notes Receivable - Related Pa_2
Notes Receivable - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Receivable | Effective Date Maturity Date Rate Principal Interest Total Note 1 (1) 07-09-2018 03-09-2019 2 % $ 750,000 $ 7,192 $ 757,192 Note 2 (1) 07-27-2018 03-27-2019 12 % 500,000 23,474 523,474 Total as at December 31, 2018 $ 1,250,000 $ 30,666 $ 1,280,666 Impairment as at September 30, 2019 $ (1.250,000 ) $ (30,666 ) $ (1,280,666 ) Total as at December 31, 2020 $ - $ - $ - (1) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Assumption Used | The weighted average assumptions used in the calculation are as follows: Years Ended December 31, 2020 2019 Share price $ 0.43 $ 0.04 Exercise price $ 0.10-1.00 $ 0.60-1.00 Time to maturity (years) 9 10 Risk-free interest rate 0.66%-2.41 % 1.68%-2.41 % Expected volatility 115.21%-145.24 % 119.58%-145.24 % Dividend per share $ 0.00 $ 0.00 Forfeiture rate Nil Nil |
Schedule of Stock Option Activity | Number of Options Weighted Average Grant-Date Fair Value ($) Weighted Average Exercise Price ($) Weighted Average Remaining Life (Yrs) Options outstanding, December 31, 2018 3,400,000 0.17 0.18 8.6 Granted 100,000 0.55 0.64 8.5 Exercised - - - - Forfeited - - - - Options outstanding, December 31, 2019 3,500,000 0.17 0.19 7.8 Options exercisable, December 31, 2020 3,397,228 0.18 0.16 6.8 Options outstanding, December 31, 2020 3,500,000 0.19 0.17 6.8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Tax Expense | The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes (2018 – 21%)), as follows: For the years ended December 31, 2020 2019 Net operating loss before taxes $ (4,012,599 ) $ (4,597,914 ) Federal income tax rate 21 % 21 % Tax expense (benefit) at the statutory rate (842,646 ) (965,562 ) Non-deductible items Tax effect of stock-based compensation (non-qualifying options) 4,309 24,519 Change in Derivatives 759,181 - Change in valuation allowance 79,156 941,043 Total $ - $ - |
Schedule of Components of Deferred Tax Assets and Liabilities | The tax effect of significant components of the Company’s deferred tax assets at December 31, 2020 and 2019, respectively, are as follows: 2020 2019 Deferred tax asset: Net operating loss carry forwards $ 1,960,259 $ 1,955,263 Total gross deferred tax assets 1,960,259 1,955,263 Less: Deferred tax asset valuation allowance (1,960,259 ) (1,955,263 ) Total net deferred tax assets $ - $ - |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Investment in Related Party | The derivative liabilities would be classified as a level 3 financial instrument. As of December 31, 2020 2019 Investment in related party $ 37 $ 37 |
Schedule of Derivative Liabilities at Fair Value | The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Warrants Derivative liability at December 31, 2019 $ - Addition of new conversion option derivatives 132,451 Change in fair value 3,615,149 Derivative liability at December 31, 2020 $ 3,747,600 |
Non-Controlling Interest (Table
Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Summary of Changes in Non-Controlling Interest | The following table sets forth a summary of the changes in non-controlling interest: Year ended December 31 Non-controlling interest at December 31, 2018 $ - Share issuance 410 Net loss (290,351 ) Non-controlling interest at December 31, 2019 $ (289,941 ) Net loss (43,474 ) Non-controlling interest at December 31, 2020 (333,415 ) |
Nature and Continuance of Ope_2
Nature and Continuance of Operations (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2020USD ($)shares | Dec. 31, 2020$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
State or country of incorporation | NV | ||
Date of incorporation | Jul. 20, 2010 | ||
Common stock, shares authorized | shares | 75,000,000 | 75,000,000 | |
Common stock, par value | (per share) | $ 0.001 | $ 0.001 | |
Accumulated deficit | $ | $ (13,323,375) | $ (9,310,776) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accrual for interest or penalties | ||
Conversion of Debt [Member] | ||
Number of antidilutive common shares excluded | 12,019,929 | |
Stock Options [Member] | ||
Number of antidilutive common shares excluded | 3,500,000 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Accounts receivable from related party | $ 90,333 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 08, 2019 | Nov. 05, 2018 |
Notes payable interest rate | 18.00% | 18.00% | ||
Debt conversion price per share | $ 0.10 | |||
Amendment Agreements [Member] | ||||
Notes payable interest rate | 8.00% |
Notes Payable - Schedule of Con
Notes Payable - Schedule of Convertible Notes Outstanding (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | ||||
Rate | 18.00% | 18.00% | |||
Interest | $ 125,940 | $ 104,913 | |||
Convertible Notes Payable One [Member] | |||||
Start Date | Sep. 14, 2015 | [1] | Sep. 14, 2015 | [2] | |
Maturity Date | Sep. 14, 2021 | [1] | Sep. 14, 2020 | [2] | |
Rate | 8.00% | [1] | 8.00% | [2] | |
Principal | $ 73,825 | [1] | $ 73,825 | [2] | |
Interest | 54,999 | [1] | 49,077 | [2] | |
Total | $ 128,824 | [1] | $ 122,902 | [2] | |
Convertible Notes Payable Two [Member] | |||||
Start Date | Dec. 30, 2016 | [1] | Dec. 30, 2016 | [2] | |
Maturity Date | Dec. 30, 2021 | [1] | Dec. 30, 2021 | [2] | |
Rate | 8.00% | [1] | 8.00% | [2] | |
Principal | $ 50,000 | [1] | $ 50,000 | [2] | |
Interest | 25,611 | [1] | 21,600 | [2] | |
Total | $ 75,611 | [1] | $ 71,600 | [2] | |
Convertible Notes Payable Three [Member] | |||||
Start Date | Dec. 30, 2016 | [1] | Dec. 30, 2016 | [2] | |
Maturity Date | Dec. 30, 2021 | [1] | Dec. 30, 2021 | [2] | |
Rate | 8.00% | [1] | 8.00% | [2] | |
Principal | $ 21,500 | [1] | $ 21,500 | [2] | |
Interest | 11,013 | [1] | 9,288 | [2] | |
Total | $ 32,513 | [1] | $ 30,788 | [2] | |
Convertible Notes Payable Four [Member] | |||||
Start Date | Mar. 2, 2017 | [1] | Mar. 2, 2017 | [2] | |
Maturity Date | Mar. 2, 2022 | [1] | Mar. 2, 2022 | [2] | |
Rate | 8.00% | [1] | 8.00% | [2] | |
Principal | $ 20,000 | [1] | $ 20,000 | [2] | |
Interest | 9,633 | [1] | 8,028 | [2] | |
Total | $ 29,633 | [1] | $ 28,028 | [2] | |
Convertible Notes Payable Five [Member] | |||||
Start Date | Jun. 8, 2017 | [1] | Jun. 8, 2017 | [2] | |
Maturity Date | Jun. 8, 2022 | [1] | Jun. 8, 2022 | [2] | |
Rate | 8.00% | [1] | 8.00% | [2] | |
Principal | $ 10,000 | [1] | $ 10,000 | [2] | |
Interest | 4,333 | [1] | 3,531 | [2] | |
Total | $ 14,333 | [1] | $ 13,531 | [2] | |
Convertible Notes Payable Six [Member] | |||||
Start Date | [3] | Oct. 30, 2017 | Oct. 30, 2017 | ||
Maturity Date | [3] | Oct. 30, 2020 | Oct. 30, 2020 | ||
Rate | [3] | 10.00% | 10.00% | ||
Principal | [3] | $ 250,000 | $ 250,000 | ||
Interest | [3] | 79,315 | 54,247 | ||
Total | [3] | $ 329,315 | $ 304,247 | ||
Convertible Notes Payable Seven [Member] | |||||
Start Date | [3],[4] | Oct. 30, 2017 | Oct. 30, 2017 | ||
Maturity Date | [3],[4] | Oct. 30, 2021 | Jan. 8, 2019 | ||
Rate | [3],[4] | 10.00% | 10.00% | ||
Principal | [3],[4] | ||||
Interest | [3],[4] | 8,938 | 8,938 | ||
Total | [3],[4] | $ 8,938 | $ 8,938 | ||
Convertible Notes Payable Eight [Member] | |||||
Start Date | Feb. 13, 2019 | Feb. 13, 2019 | |||
Maturity Date | Aug. 12, 2021 | Aug. 12, 2021 | |||
Rate | 15.00% | 15.00% | |||
Principal | $ 25,000 | $ 25,000 | |||
Interest | 7,058 | 3,298 | |||
Total | $ 32,058 | $ 28,298 | |||
Convertible Notes Payable Nine [Member] | |||||
Start Date | Feb. 22, 2019 | Feb. 22, 2019 | |||
Maturity Date | Aug. 21, 2021 | Aug. 21, 2021 | |||
Rate | 15.00% | 15.00% | |||
Principal | $ 225,000 | $ 225,000 | |||
Interest | 62,692 | 28,849 | |||
Total | $ 287,692 | $ 253,849 | |||
Convertible Notes Payable Ten [Member] | |||||
Start Date | Feb. 27, 2019 | Feb. 27, 2019 | |||
Maturity Date | Aug. 26, 2021 | Aug. 26, 2021 | |||
Rate | 15.00% | 15.00% | |||
Principal | $ 50,000 | $ 50,000 | |||
Interest | 13,829 | 6,308 | |||
Total | $ 63,829 | $ 56,308 | |||
Convertible Notes Payable Eleven [Member] | |||||
Start Date | Mar. 12, 2019 | Mar. 12, 2019 | |||
Maturity Date | Sep. 11, 2021 | Sep. 11, 2021 | |||
Rate | 15.00% | 15.00% | |||
Principal | $ 25,000 | $ 25,000 | |||
Interest | 6,781 | 3,021 | |||
Total | $ 31,781 | $ 28,021 | |||
Convertible Notes Payable Twelve [Member] | |||||
Start Date | Sep. 5, 2019 | Sep. 5, 2019 | |||
Maturity Date | Aug. 11, 2021 | Aug. 11, 2021 | |||
Rate | 15.00% | 15.00% | |||
Principal | $ 250,000 | $ 250,000 | |||
Interest | 61,849 | 24,247 | |||
Total | $ 311,849 | $ 274,247 | |||
Convertible Notes Payable Thirteen [Member] | |||||
Start Date | [5] | Nov. 15, 2019 | Nov. 15, 2019 | ||
Rate | [5] | 5.00% | 5.00% | ||
Principal | [5] | $ 50,000 | $ 50,000 | ||
Interest | [5] | 2,822 | 315 | ||
Total | [5] | $ 52,822 | $ 50,315 | ||
Convertible Notes Payable Fourteen [Member] | |||||
Start Date | [5] | Jul. 18, 2019 | Jul. 18, 2019 | ||
Rate | [5] | 5.00% | 5.00% | ||
Principal | [5] | $ 250,000 | $ 250,000 | ||
Interest | [5] | 18,219 | 5,685 | ||
Total | [5] | $ 268,219 | $ 255,685 | ||
Convertible Notes Payable Fifteen [Member] | |||||
Start Date | [5] | Aug. 9, 2019 | Aug. 9, 2019 | ||
Rate | [5] | 5.00% | 5.00% | ||
Principal | [5] | $ 25,000 | $ 25,000 | ||
Interest | [5] | 1,747 | 493 | ||
Total | [5] | $ 26,747 | $ 25,493 | ||
Convertible Notes Payable Sixteen [Member] | |||||
Start Date | [5] | Sep. 13, 2019 | Sep. 13, 2019 | ||
Rate | [5] | 5.00% | 5.00% | ||
Principal | [5] | $ 45,000 | $ 45,000 | ||
Interest | [5] | 2,928 | 672 | ||
Total | [5] | $ 47,928 | $ 45,672 | ||
Convertible Notes Payable Seventeen [Member] | |||||
Start Date | [5] | Oct. 4, 2019 | Oct. 4, 2019 | ||
Rate | [5] | 5.00% | 5.00% | ||
Principal | [5] | $ 54,880 | $ 91,180 | ||
Interest | [5] | 4,666 | 1,099 | ||
Total | [5] | $ 59,546 | $ 92,279 | ||
Convertible Notes Payable Eighteen [Member] | |||||
Start Date | [5] | Nov. 19, 2019 | Nov. 19, 2019 | ||
Rate | [5] | 5.00% | 5.00% | ||
Principal | [5] | $ 30,160 | |||
Interest | [5] | 851 | 174 | ||
Total | [5] | $ 851 | $ 30,334 | ||
Convertible Notes Payable Nineteen [Member] | |||||
Start Date | [5] | Dec. 18, 2019 | Dec. 18, 2019 | ||
Rate | [5] | 5.00% | 5.00% | ||
Principal | [5] | $ 35,000 | |||
Interest | [5] | 767 | 62 | ||
Total | [5] | $ 767 | 35,062 | ||
Convertible Notes Payable Twenty [Member] | |||||
Start Date | [5] | Jan. 9, 2020 | |||
Rate | [5] | 5.00% | |||
Principal | [5] | $ 10,000 | |||
Interest | [5] | 489 | |||
Total | [5] | $ 10,489 | |||
Convertible Notes Payable Twenty One [Member] | |||||
Start Date | [5] | Mar. 12, 2019 | |||
Rate | [5] | 12.00% | |||
Principal | [5] | $ 26,000 | |||
Interest | [5] | 321 | |||
Total | [5] | 26,321 | |||
Convertible Notes Payable [Member] | |||||
Principal | 1,461,205 | 1,526,665 | |||
Interest | 378,861 | 228,932 | |||
Total | $ 1,840,066 | $ 1,755,597 | |||
[1] | The principal of the note, and the interest calculated up to November 30, 2018, may be converted into shares of common stock of the Company at a conversion price of $0.03 per share. | ||||
[2] | The note may be converted into shares of common stock of the Company at a conversion price of $0.03 per share. | ||||
[3] | The note may be converted into shares of common stock of the Company at a conversion price of $0.10 per share. | ||||
[4] | The principal of the note has been converted into equity with the remaining interest outstanding to be payable. | ||||
[5] | These promissory notes are un-secured and payable on demand with no maturity date |
Notes Payable - Schedule of C_2
Notes Payable - Schedule of Convertible Notes Outstanding (Details) (Parenthetical) | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares | Jan. 08, 2019$ / shares |
Conversion price per share | $ 0.10 | ||
Convertible Notes Payable One [Member] | |||
Conversion price per share | $ 0.03 | $ 0.03 | |
Convertible Notes Payable Two [Member] | |||
Conversion price per share | 0.03 | 0.03 | |
Convertible Notes Payable Three [Member] | |||
Conversion price per share | 0.03 | 0.03 | |
Convertible Notes Payable Four [Member] | |||
Conversion price per share | 0.03 | 0.03 | |
Convertible Notes Payable Five [Member] | |||
Conversion price per share | 0.03 | 0.03 | |
Convertible Notes Payable Six [Member] | |||
Conversion price per share | 0.10 | 0.10 | |
Convertible Notes Payable Seven [Member] | |||
Conversion price per share | $ 0.10 | $ 0.10 |
Notes Payable - Schedule of C_3
Notes Payable - Schedule of Convertible Notes (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Principal | $ 101,500 | $ 101,500 |
Interest | 220,431 | 115,518 |
Convertible Notes Payable [Member] | ||
Principal | 1,461,205 | |
Interest | 378,861 | |
Total | 1,840,066 | $ 1,755,597 |
2020 [Member] | ||
Principal | 1,359,705 | |
Interest | 328,271 | |
Total | 1,687,976 | |
2021 [Member] | ||
Principal | 71,500 | |
Interest | 36,624 | |
Total | 108,124 | |
2022 [Member] | ||
Principal | 30,000 | |
Interest | 13,966 | |
Total | 43,966 | |
Thereafter [Member] | ||
Principal | ||
Interest | ||
Total |
Loans Payable - Related Party (
Loans Payable - Related Party (Details Narrative) - USD ($) | Feb. 07, 2020 | Jan. 09, 2020 | Dec. 18, 2019 | Nov. 19, 2019 | Nov. 15, 2019 | Oct. 04, 2019 | Sep. 13, 2019 | Aug. 09, 2019 | Jul. 18, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Rate of interest | 18.00% | 18.00% | |||||||||
Loan Agreement [Member] | |||||||||||
Debt instrument, description | Borrower agreed that the remaining unpaid principal balance of the loan and all accrued and unpaid interest, will be due and paid in full on or before the earlier of (a) December 31, 2021, and (b) March 31, 2021, provided, Borrower has Earnings Before Interest, Taxes, Depreciation and Amortization or EBITDA as defined under United States GAAP of more than $5,000,000, for the 12 month period ending December 31, 2020, as certified by an independent auditor appointed by Borrower. | ||||||||||
Debt principal amount | $ 150,000 | ||||||||||
Business Instincts Group [Member] | Loan Agreement [Member] | |||||||||||
Repayment of principal amount | $ 10,000 | $ 35,000 | $ 30,160 | $ 50,000 | $ 91,180 | $ 45,000 | $ 25,000 | $ 250,000 | |||
Debt instrument, description | We were entitled to repay the whole or any portion of the principal amount of $10,000, plus accrued interest on the portion of the principal amount of $10,000 being repaid, at any time. | We were entitled to repay the whole or any portion of the principal amount of $35,000, plus accrued interest on the portion of the principal amount of $35,000 being repaid, at any time. | We were entitled to repay the whole or any portion of the principal amount of $30,160, plus accrued interest on the portion of the principal amount of $30,160 being repaid, at any time. | We were entitled to repay the whole or any portion of the principal amount of $50,000, plus accrued interest on the portion of the principal amount of $50,000 being repaid, at any time. | We were entitled to repay the whole or any portion of the principal amount of $91,180, plus accrued interest on the portion of the principal amount of $91,180 being repaid, at any time. | We were entitled to repay the whole or any portion of the principal amount of $45,000, plus accrued interest on the portion of the principal amount of $45,000 being repaid, at any time. | We were entitled to repay the whole or any portion of the principal amount of $25,000, plus accrued interest on the portion of the principal amount of $25,000 being repaid, at any time. | We were entitled to repay the whole or any portion of the principal amount of $250,000, plus accrued interest on the portion of the principal amount of $250,000 being repaid, at any time. | |||
Advance from related party | $ 10,000 | $ 35,000 | $ 30,160 | $ 50,000 | $ 91,180 | $ 45,000 | $ 25,000 | $ 250,000 | |||
Debt principal amount | $ 10,000 | $ 35,000 | $ 30,160 | $ 50,000 | $ 91,180 | $ 45,000 | $ 25,000 | $ 250,000 | |||
Rate of interest | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | Jun. 12, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Derivative liabilities | $ 132,451 | $ 3,747,600 | |
Loss on fair value of derivative liabilities | $ (3,615,149) | ||
Exercise Price [Member] | CAD [Member] | |||
Derivative liability, measurement input | 0.10 | 0.10 | |
Stock Price [Member] | CAD [Member] | |||
Derivative liability, measurement input | 0.09 | 0.54 | |
Annual Dividend Yield [Member] | |||
Derivative liability, measurement input | 0 | 0 | |
Expected Volatility [Member] | |||
Derivative liability, measurement input | 38.16 | 43.61 | |
Risk-Free Interest Rate [Member] | |||
Derivative liability, measurement input | 0.19 | 0.13 | |
Expected Life (Years) [Member] | |||
Derivative liability, measurement input term | 2 years | 1 year 5 months 12 days | |
Foreign Exchange Rate [Member] | |||
Derivative liability, measurement input | 1.3596 | 1.2732 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Warrant exercised | $ 500,000 |
Warrant [Member] | |
Share issuance, shares | shares | 11,330,000 |
Warrant exercised | $ 500,000 |
Warrant, intrinsic value | $ 280,000 |
Warrants - Schedule of Assumpti
Warrants - Schedule of Assumptions of Fair Value of Warrant (Details) | Dec. 31, 2020$ / shares |
CAD [Member] | |
Warrant stock price | $ 0.1000 |
Annual Dividend Yield [Member] | |
Warrants and rights outstanding, measurement input | 0 |
Expected Life (Years) [Member] | |
Warrants and rights outstanding, term | 1 year 5 months 12 days |
Risk-Free Interest Rate [Member] | |
Warrants and rights outstanding, measurement input | 0.13 |
Expected Volatility [Member] | |
Warrants and rights outstanding, measurement input | 43.61 |
Common Stock Price [Member] | CAD [Member] | |
Warrant stock price | $ 0.54 |
Warrants - Schedule of Issuance
Warrants - Schedule of Issuances, Exercises and Pricing Re-Sets (Details) - 12 months ended Dec. 31, 2020 | USD ($) | $ / shares |
Outstanding, beginning | ||
Issuances | 11,330,000 | |
Exercises | 500,000 | |
Anti-Dilution/Modification | ||
Forfeitures/cancellations | ||
Outstanding, ending | $ 10,830,000 | |
CAD [Member] | ||
Weighted Average Price | $ / shares | $ 0.1000 |
Notes Receivable - Related Pa_3
Notes Receivable - Related Party (Details Narrative) - USD ($) | Feb. 07, 2020 | Jul. 27, 2018 | Jul. 09, 2018 | Jun. 27, 2018 | Jun. 09, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Rate of interest | 18.00% | 18.00% | |||||
Proceeds from related party debt | $ 10,000 | $ 526,340 | |||||
Loan Agreement [Member] | |||||||
Debt principal amount | $ 150,000 | ||||||
Debt instrument, description | Borrower agreed that the remaining unpaid principal balance of the loan and all accrued and unpaid interest, will be due and paid in full on or before the earlier of (a) December 31, 2021, and (b) March 31, 2021, provided, Borrower has Earnings Before Interest, Taxes, Depreciation and Amortization or EBITDA as defined under United States GAAP of more than $5,000,000, for the 12 month period ending December 31, 2020, as certified by an independent auditor appointed by Borrower. | ||||||
Repayments to related party debt | $ 150,000 | ||||||
Loan Agreement [Member] | Ryde GmbH [Member] | |||||||
Rate of interest | 2.00% | 12.00% | 6.00% | ||||
Repayments to related party debt | $ 750,000 | $ 500,000 | $ 1,250,000 | ||||
Description on related party | The parties agreed that commencing on January 1, 2020, interest will commence accruing on the outstanding principal balance of the loan at a rate of 6%per annum (previously 12% per annum for the $500,000 loan and 2% per annum for the $750,000 loan provided, however, any amounts not paid thereunder when due would have immediately commence accruing interest at a default rate of 18% per annum and 12% per annum respectively for both the loans) and if there is any default on the terms of the loan agreement, default interest at the lesser of 18% per annum and the highest rate permitted by applicable law will be deemed to have retroactively been accruing on the loan as of January 1, 2020 and will continue accrue until the earlier of the date such default is cured and the date the loan is repaid in full. | ||||||
Ryde Holding Inc. [Member] | |||||||
Ownership percentage | 10.00% | ||||||
Ryde Holding Inc. [Member] | Loan Agreement [Member] | |||||||
Debt principal amount | $ 500,000 | $ 750,000 | |||||
Rate of interest | 12.00% | 2.00% | |||||
Default rate of interest | 18.00% | 10.00% | |||||
Debt instrument, description | This loan is unsecured, will mature on the earlier of eight (8) months from the date of issuance or the closing by Ryde of a minimum of $4,250,000 in financings, in the aggregate, whether through the sale of KodakCoins, equity, or otherwise and will bear interest at the rate of 12% interest per annum. However, any amounts not paid when due shall immediately commence accruing interest at the default rate of 18% per annum. | The principal amount of the loan, any accrued and unpaid interest thereon, and any other amounts owing under the loan maters on the earlier of (i) March 9, 2019 and (ii) the closing by Ryde of a minimum of $3,000,000 in financings, in the aggregate, whether through the sale of KodakCoins, equity or otherwise. | |||||
Proceeds from related party debt | $ 4,250,000 | $ 3,000,000 |
Notes Receivable - Related Pa_4
Notes Receivable - Related Party - Schedule of Notes Receivable (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | ||
Rate | 18.00% | 18.00% | |||
Note Receivable [Member] | |||||
Principal | $ 1,250,000 | ||||
Interest | 30,666 | ||||
Total | $ 1,280,666 | ||||
Impairment | $ (1,280,666) | ||||
Note Receivable [Member] | Principal [Member] | |||||
Impairment | (1,250,000) | ||||
Note Receivable [Member] | Interest [Member] | |||||
Impairment | $ (30,666) | ||||
Notes Receivable One [Member] | |||||
Effective Date | [1] | Jul. 9, 2018 | |||
Maturity Date | [1] | Mar. 9, 2019 | |||
Rate | [1] | 2.00% | |||
Principal | [1] | $ 750,000 | |||
Interest | [1] | 7,192 | |||
Total | [1] | $ 757,192 | |||
Notes Receivable Two [Member] | |||||
Effective Date | [1] | Jul. 27, 2018 | |||
Maturity Date | [1] | Mar. 27, 2019 | |||
Rate | [1] | 12.00% | |||
Principal | [1] | $ 500,000 | |||
Interest | [1] | 23,474 | |||
Total | [1] | $ 523,474 | |||
[1] | The $500,000 was issued in four tranches and the interest is calculated based on the dates that those tranches were issued. As at December 31, 2020, the balances of the outstanding notes receivable were impaired. |
Notes Receivable - Related Pa_5
Notes Receivable - Related Party - Schedule of Notes Receivable (Details) (Parenthetical) - Note Receivable [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2018 |
Debt principal amount | $ 1,250,000 | |
Four Tranche [Member] | ||
Debt principal amount | $ 500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Feb. 07, 2020 | Feb. 07, 2020 | Dec. 01, 2019 | Jun. 26, 2019 | Jul. 27, 2018 | Jul. 09, 2018 | Jun. 27, 2018 | Jun. 09, 2018 | Dec. 29, 2017 | Jun. 26, 2016 | Dec. 31, 2020 | Dec. 31, 2019 |
Loan amended amount | $ 1 | |||||||||||
Other payables to related parties | $ 102,267 | $ 6,301 | ||||||||||
Related party transaction expenses | $ 102,267 | |||||||||||
Rate of interest | 18.00% | 18.00% | ||||||||||
Accounts receivable from a related party | $ 0 | $ 15,000 | ||||||||||
Red to Black Credited [Member] | ||||||||||||
Repayments to related party debt | $ 25,000 | |||||||||||
Business Instincts Group Inc [Member] | ||||||||||||
Related party transaction expenses | $ 132,266 | |||||||||||
Ownership percentage | 10.00% | |||||||||||
Ryde Holding Inc. [Member] | ||||||||||||
Ownership percentage | 10.00% | |||||||||||
Blockchain Merchant Group, Inc [Member] | ||||||||||||
Ownership percentage | 2.50% | |||||||||||
Amended Credit Agreements [Member] | ||||||||||||
Cancellation of loan | $ 115,250 | |||||||||||
Rental Agreement [Member] | ||||||||||||
Rental expenses | 16,500 | |||||||||||
Loan Agreement [Member] | ||||||||||||
Other payables to related parties | $ 10,013 | $ 31,688 | ||||||||||
Repayments to related party debt | $ 150,000 | |||||||||||
Debt principal amount | $ 150,000 | $ 150,000 | ||||||||||
Debt instrument, description | Borrower agreed that the remaining unpaid principal balance of the loan and all accrued and unpaid interest, will be due and paid in full on or before the earlier of (a) December 31, 2021, and (b) March 31, 2021, provided, Borrower has Earnings Before Interest, Taxes, Depreciation and Amortization or EBITDA as defined under United States GAAP of more than $5,000,000, for the 12 month period ending December 31, 2020, as certified by an independent auditor appointed by Borrower. | |||||||||||
Reimbursement expenses | $ 27,500 | |||||||||||
Loan Agreement [Member] | Borrower [Member] | ||||||||||||
Repayments to related party debt | $ 125,000 | |||||||||||
Loan Agreement [Member] | Ryde GmbH [Member] | ||||||||||||
Repayments to related party debt | $ 750,000 | $ 500,000 | $ 1,250,000 | |||||||||
Description on related party | The parties agreed that commencing on January 1, 2020, interest will commence accruing on the outstanding principal balance of the loan at a rate of 6%per annum (previously 12% per annum for the $500,000 loan and 2% per annum for the $750,000 loan provided, however, any amounts not paid thereunder when due would have immediately commence accruing interest at a default rate of 18% per annum and 12% per annum respectively for both the loans) and if there is any default on the terms of the loan agreement, default interest at the lesser of 18% per annum and the highest rate permitted by applicable law will be deemed to have retroactively been accruing on the loan as of January 1, 2020 and will continue accrue until the earlier of the date such default is cured and the date the loan is repaid in full. | |||||||||||
Rate of interest | 2.00% | 12.00% | 6.00% | |||||||||
Loan Agreement [Member] | Ryde Holding Inc. [Member] | ||||||||||||
Rate of interest | 12.00% | 2.00% | ||||||||||
Debt principal amount | $ 500,000 | $ 750,000 | ||||||||||
Debt instrument, description | This loan is unsecured, will mature on the earlier of eight (8) months from the date of issuance or the closing by Ryde of a minimum of $4,250,000 in financings, in the aggregate, whether through the sale of KodakCoins, equity, or otherwise and will bear interest at the rate of 12% interest per annum. However, any amounts not paid when due shall immediately commence accruing interest at the default rate of 18% per annum. | The principal amount of the loan, any accrued and unpaid interest thereon, and any other amounts owing under the loan maters on the earlier of (i) March 9, 2019 and (ii) the closing by Ryde of a minimum of $3,000,000 in financings, in the aggregate, whether through the sale of KodakCoins, equity or otherwise. | ||||||||||
Business Services Agreement [Member] | ||||||||||||
Debt instrument, description | Amended on March 15, 2018, July 9, 2018 and October 29, 2018. Customer agreed to issue to us 10 million KodakOne Tokens after their issuance. As per the BSA we had agreed to provide consulting of corporate development and governance, business development and technical services, business awareness services, financial and administrative services and media management services. In addition, we agreed to provide to Customer the monthly services from January 1, 2020 to December 31, 2020 consisting of board and corporate strategy management and board and corporate governance management. Customer has since acquired internal resources to provide the services as anticipated under the BSA and hence both the parties had mutually agreed to terminate the BSA in exchange for 10 million Kodak One Tokens which are to be issued after their issuance. | |||||||||||
Business Services Agreement [Member] | Ryde Holding Inc. [Member] | ||||||||||||
Share issuance, shares | 10,000,000 |
Revenue (Details Narrative)
Revenue (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
Customer Concentration Risk [Member] | Two Customer [Member] | Revenue [Member] | |
Concentration risk percentage | 100.00% |
Share Capital (Details Narrativ
Share Capital (Details Narrative) | Dec. 31, 2020USD ($) | Jun. 12, 2020USD ($)$ / sharesshares | Nov. 07, 2019USD ($)shares | Oct. 19, 2019USD ($)shares | May 16, 2019USD ($)shares | May 16, 2019CAD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2020$ / shares | Jun. 12, 2020$ / sharesshares | Oct. 19, 2019$ / shares |
Gross proceeds from private placement | $ 320,908 | $ 294,124 | |||||||||
Warrants exercised | $ 500,000 | $ 49,980 | |||||||||
Uptick Capital LLC [Member] | |||||||||||
Issuance of common stock for service rendering, shares | shares | 93,226 | ||||||||||
Issuance of common stock for service rendering | $ 15,000 | ||||||||||
CAD [Member] | |||||||||||
Warrant exercise price per share | $ / shares | $ 0.1000 | ||||||||||
Debt Settlement [Member] | Tryton Financial Corporation [Member] | |||||||||||
Shares issued price per share | $ / shares | $ 0.30 | ||||||||||
Issuance of common stock for service rendering, shares | shares | 333,333 | ||||||||||
Issuance of common stock for service rendering | $ 100,000 | ||||||||||
Common Stock [Member] | |||||||||||
Share issuance, shares | shares | 11,170,000 | ||||||||||
Warrants exercised | $ 500 | ||||||||||
Private Placement [Member] | |||||||||||
Share issuance, shares | shares | 11,170,000 | 1,000,000 | 1,000,000 | ||||||||
Shares issued price per share | (per share) | $ 0.04 | $ 0.40 | |||||||||
Gross proceeds from private placement | $ 410,783 | $ 295,565 | |||||||||
Share issue costs | $ 1,836 | ||||||||||
Warrant term | 2 years | 2 years | |||||||||
Private Placement [Member] | Warrants [Member] | |||||||||||
Gross proceeds from private placement | $ 132,451 | ||||||||||
Private Placement [Member] | CAD [Member] | |||||||||||
Gross proceeds from private placement | $ 400,000 | ||||||||||
Private Placement [Member] | One Share of Common Stock and One warrant [Member] | CAD [Member] | |||||||||||
Warrant exercise price per share | $ / shares | $ 0.10 | ||||||||||
Private Placement [Member] | Common Stock [Member] | |||||||||||
Gross proceeds from private placement | $ 278,332 | ||||||||||
Broker's Warrant [Member] | |||||||||||
Number of warrants issued | shares | 80,000 | 80,000 | |||||||||
Purchase price per unit | $ / shares | $ 0.05 | ||||||||||
Description on offerings | Each broker warrant entitles the holder to purchase one Unit (each, a "Broker Unit") at a price of $0.05 per Broker Unit, with each Broker Unit consisting of one Share and one share purchase warrant entitling the holder to purchase an additional share at a price of $0.10 for a period of two years. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) | Jun. 28, 2019$ / sharesshares | Jun. 27, 2019$ / sharesshares | Jun. 12, 2019$ / sharesshares | May 05, 2019$ / sharesshares | Mar. 22, 2019$ / sharesshares | Feb. 13, 2019$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019$ / shares | Dec. 31, 2020$ / shares | Dec. 07, 2020shares |
Number of stock options granted | shares | 100,000 | ||||||||||
Stock options exercise price | $ / shares | $ 0.16 | ||||||||||
Fair value of stock option granted, price per share | $ / shares | $ 0.55 | ||||||||||
Stock based compensation | $ | $ 4,988 | $ 33,618 | |||||||||
Stock Options [Member] | |||||||||||
Stock based compensation | $ | $ 20,517 | $ 116,755 | |||||||||
Consultant [Member] | |||||||||||
Number of stock options granted | shares | 100,000 | ||||||||||
Stock options exercise price | $ / shares | $ 0.60 | ||||||||||
Stock options exercisable term | 10 years | ||||||||||
Fair value of stock option granted, price per share | $ / shares | $ 0.2480 | ||||||||||
Two Officers [Member] | Cathio, Inc. [Member] | |||||||||||
Fair value of stock option granted, price per share | $ / shares | $ 0.0001 | ||||||||||
Number of stock options granted shares, nonvested | shares | 16,000,000 | ||||||||||
Board of Directors [Member] | sBetOne Inc. [Member] | |||||||||||
Fair value of stock option granted, price per share | $ / shares | $ 0.0001 | ||||||||||
Number of stock options granted shares, nonvested | shares | 150,000 | ||||||||||
Three Advisors [Member] | sBetOne Inc. [Member] | |||||||||||
Number of stock options granted | shares | 150,000 | 150,000 | 150,000 | ||||||||
Stock options exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Stock options exercisable term | 10 years | 10 years | 10 years | ||||||||
Fair value of stock option granted, price per share | $ / shares | $ 0.7680 | $ 0.7380 | $ 0.7880 | ||||||||
2017 Equity Incentive Plan [Member] | |||||||||||
Description on equity incentive plan | The terms of the Plan provide that our board of directors may grant options to acquire common shares of the Company at not less than 100% of the greater of: (i) the fair market value of the shares underlying the options on the grant date and (ii) the fair market value of the shares underlying the options on the date preceding the grant date at terms of up to ten years. | ||||||||||
Number of options available for grant | shares | 6,985,207 | ||||||||||
Share issuance, shares | shares | 3,500,000 | 2,900,000 | |||||||||
Number of stock options unissued | shares | 3,485,207 | 100,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumption Used (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share price | $ 0.43 | $ 0.04 |
Time to maturity (years) | 9 years | 10 years |
Dividend per share | $ 0 | $ 0 |
Forfeiture rate | 0.00% | 0.00% |
Minimum [Member] | ||
Exercise price | $ 0.10 | $ 0.60 |
Risk-free interest rate | 0.66% | 16.80% |
Expected volatility | 115.21% | 119.58% |
Maximum [Member] | ||
Exercise price | $ 1 | $ 1 |
Risk-free interest rate | 2.41% | 2.41% |
Expected volatility | 145.24% | 145.24% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Number of Options, Outstanding Beginning Balance | 3,500,000 | 3,400,000 |
Number of Options, Granted | 100,000 | |
Number of Options, Exercised | ||
Number of Options, Forfeited | ||
Number of Options, Exercisable, Ending Balance | 3,397,228 | |
Number of Options, Outstanding Ending Balance | 3,500,000 | 3,500,000 |
Weighted Average Grant-Date Fair Value, Options Outstanding, Beginning Balance | $ 0.17 | $ 0.17 |
Weighted Average Grant-Date Fair Value, Granted | 0.55 | |
Weighted Average Grant-Date Fair Value, Exercised | ||
Weighted Average Grant-Date Fair Value, Forfeited | ||
Weighted Average Grant-Date Fair Value, Options Exercisable, Ending Balance | 0.18 | |
Weighted Average Grant-Date Fair Value, Options Outstanding, Ending Balance | 0.19 | 0.17 |
Weighted Average Exercise Price, Options Outstanding, Beginning Balance | 0.19 | 0.18 |
Weighted Average Exercise Price, Granted | 0.64 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Options Exercisable, Ending Balance | 0.16 | |
Weighted Average Exercise Price, Options Outstanding, Ending Balance | $ 0.17 | $ 0.19 |
Weighted Average Remaining Life (Yrs), Options Outstanding, Beginning Balance | 7 years 9 months 18 days | 8 years 7 months 6 days |
Weighted Average Remaining Life (yrs), Granted | 8 years 6 months | |
Weighted Average Remaining Life (Yrs), Options Exercisable | 6 years 9 months 18 days | |
Weighted Average Remaining Life (Yrs), Options Outstanding, Ending Balance | 6 years 9 months 18 days | 7 years 9 months 18 days |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Provision for taxes | ||
Net operating loss carry forwards | $ 12,970,232 | $ 8,957,633 |
Carry forwards expire | expire through the year 2040. | |
Income tax description | The Tax Cuts and Jobs Act was enacted on December 22, 2017 which reduced the U.S. corporate statutory tax rate from 35% to 21% beginning on January 1, 2018. We used 21% as an effective rate. | |
Corporate tax rate | 21.00% | 21.00% |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss before taxes | $ (4,012,559) | $ (4,597,914) |
Federal income tax rate | 21.00% | 21.00% |
Tax expense (benefit) at the statutory rate | $ (842,646) | $ (965,562) |
Tax effect of stock-based compensation (non-qualifying options) | 4,309 | 24,519 |
Change in Derivatives | 759,181 | |
Change in valuation allowance | 79,156 | 941,043 |
Total |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 1,960,259 | $ 1,955,263 |
Total gross deferred tax assets | 1,960,259 | 1,955,263 |
Less: Deferred tax asset valuation allowance | (1,960,259) | (1,955,263) |
Total net deferred tax assets |
Financial Instruments - Schedul
Financial Instruments - Schedule of Investment in Related Party (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Investments, All Other Investments [Abstract] | ||
Investment in related party | $ 37 | $ 37 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Change in fair value | $ (3,615,149) | |
Derivative liability, ending balance | 3,747,600 | |
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability, beginning balance | ||
Addition of new conversion option derivatives | 132,451 | |
Change in fair value | 3,615,149 | |
Derivative liability, ending balance | $ 3,747,600 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details Narrative) - shares | Apr. 02, 2019 | Dec. 31, 2020 |
sBetOne Inc. [Member] | Third Party [Member] | ||
Noncontrolling Interest [Line Items] | ||
Share issuance, shares | 2,000,000 | |
Number of shares cancelled | 1,097,826 | |
Additional shares issued | 2,097,826 | |
Reduction in ownership percentage | 59.02% | |
Currency Works USA, Inc. [Member] | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage | 100.00% | |
Cathio, Inc. [Member] | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage | 100.00% |
Non-Controlling Interest - Summ
Non-Controlling Interest - Summary of Changes in Non-Controlling Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | ||
Non-controlling interest at beginning of period | $ (289,941) | |
Share issuance | 410 | |
Net loss | (43,474) | (290,351) |
Non-controlling interest at end of period | $ (333,415) | $ (289,941) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Mar. 23, 2021USD ($)shares | Feb. 10, 2021$ / sharesshares | Feb. 04, 2021USD ($)shares | Jan. 05, 2021USD ($)shares | Jun. 12, 2020USD ($) | May 16, 2019USD ($) | May 16, 2019CAD ($) | Mar. 26, 2021shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Mar. 23, 2021$ / shares | Feb. 04, 2021$ / shares | Jan. 05, 2021$ / shares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares |
Aggregate gross proceeds from private placement | $ | $ 320,908 | $ 294,124 | |||||||||||||
Warrant purchase price per share | $ / shares | $ 0.43 | $ 0.04 | |||||||||||||
Stock options granted | 100,000 | ||||||||||||||
Shares issued for stock option exercised | |||||||||||||||
Common Stock [Member] | |||||||||||||||
Shares issued for stock option exercised | 500,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Stock options granted | 2,200,000 | ||||||||||||||
Stock option exercisable term | 10 years | ||||||||||||||
Stock option purchase price per share | $ / shares | $ 1.17 | ||||||||||||||
Stock option description | The Options will vest as to one-third (1/3) on the date of grant, one-third (1/3) on the first anniversary and one-third (1/3) on the second anniversary. | ||||||||||||||
Warrants to purchase shares of common stock | 4,941,250 | ||||||||||||||
Shares issued for stock option exercised | 325,000 | ||||||||||||||
Subsequent Event [Member] | Global Equity Fund Inc. [Member] | |||||||||||||||
Sale of units under private placement | 1,200,000 | ||||||||||||||
Share price per share | $ / shares | $ 1 | ||||||||||||||
Aggregate gross proceeds from private placement | $ | $ 1,200,000 | ||||||||||||||
Sale of stock, description of transaction | Each unit consists of one share of common stock of the Company (each, a "Share") and one share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder to acquire one additional Share at a price of $1.25 per share for a period of five years from the closing date of the Initial Tranche (the "Initial Closing Date"). | ||||||||||||||
Commitment fees | $ | $ 36,000 | ||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Global Equity Fund Inc. [Member] | Additional Tranches [Member] | |||||||||||||||
Aggregate gross proceeds from private placement | $ | 3,800,000 | ||||||||||||||
Subsequent Event [Member] | Minimum [Member] | Global Equity Fund Inc. [Member] | Additional Tranches [Member] | |||||||||||||||
Aggregate gross proceeds from private placement | $ | $ 400,000 | ||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Directors and Officers [Member] | Maximum [Member] | |||||||||||||||
Stock options granted | 2,200,000 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Aggregate gross proceeds from private placement | $ | $ 410,783 | $ 295,565 | |||||||||||||
Private Placement [Member] | Common Stock [Member] | |||||||||||||||
Aggregate gross proceeds from private placement | $ | $ 278,332 | ||||||||||||||
Private Placement [Member] | CAD [Member] | |||||||||||||||
Aggregate gross proceeds from private placement | $ | $ 400,000 | ||||||||||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||||||||||
Sale of units under private placement | 8,000,000 | 2,400,000 | |||||||||||||
Aggregate gross proceeds from private placement | $ | $ 3,118,179 | $ 237,586 | |||||||||||||
Sale of stock, description of transaction | Each unit is comprised of one share of our common stock and one share purchase warrant. Each warrant will entitle the holder thereof to acquire one share of our common stock at a price of CAD$0.75 per warrant share until February 4, 2023. | Each unit is comprised of one share of our common stock and one share purchase warrant. Each warrant will entitle the holder thereof to acquire one share of our common stock at a price of CAD$0.165 per warrant share until January 5, 2022. | |||||||||||||
Private Placement [Member] | Subsequent Event [Member] | Accredited Investors [Member] | |||||||||||||||
Sale of units under private placement | 330,000 | ||||||||||||||
Private Placement [Member] | Subsequent Event [Member] | Fifty-Four Non-U.S. Persons [Member] | |||||||||||||||
Sale of units under private placement | 7,670,000 | ||||||||||||||
Private Placement [Member] | Subsequent Event [Member] | CAD [Member] | |||||||||||||||
Share price per share | $ / shares | $ 0.50 | $ 0.125 | |||||||||||||
Private Placement [Member] | Subsequent Event [Member] | CAD [Member] | Warrant [Member] | |||||||||||||||
Warrant purchase price per share | $ / shares | $ 0.75 | $ 0.165 |