BIGtoken (BGTK) 10-Q 1 Jul 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
Cover [Abstract]
Entity Registrant Name	Force Protection Video Equipment Corp.
Entity Central Index Key	0001518720
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		226,828,797,262
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 4,850,000	$ 1,000
Accounts receivable, net	911,000	1,199,000
Prepaid expenses and other current assets	82,000	7,000
Due from parent company - SRAX	52,000
Total current assets	5,895,000	1,207,000
Property and equipment, net	1,000	1,000
Intangible assets, net	775,000	917,000
Goodwill	5,445,000	5,445,000
Total Assets	12,116,000	7,570,000
Current liabilities
Accounts payable and accrued liabilities	1,091,000	853,000
Other current liabilities	313,000	452,000
Total liabilities	1,404,000	1,305,000
Stockholders' equity
Preferred stock, value
Common stock, $0.00000001 par value, authorized 1,000,000,000,000 shares, 158,244,931,162 and 149,562,566,584 shares issued and outstanding, respectively	1,000	1,000
Additional paid-in capital	47,966,000	42,830,000
Accumulated deficit	(43,867,000)	(36,571,000)
Total stockholders' equity	10,712,000	6,265,000
Total Liabilities and Stockholders' Equity	12,116,000	7,570,000
Series A, Redeemable Preferred Stock [Member]
Stockholders' equity
Preferred stock, value	5,000	5,000
Series B, Redeemable Preferred Stock [Member]
Stockholders' equity
Preferred stock, value	5,775,000
Series C, Redeemable Preferred Stock [Member]
Stockholders' equity
Preferred stock, value	$ 832,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Common stock, par value	$ 0.00	$ 0.00
Common stock, shares authorized	1,000,000,000,000	1,000,000,000,000
Common stock, shares issued	158,244,931,162	149,562,566,584
Common stock, shares outstanding	158,244,931,162	149,562,566,584
Series A, Redeemable Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	5,000,000	5,000,000
Preferred stock, shares outstanding	5,000,000	5,000,000
Series B, Redeemable Preferred Stock [Member]
Preferred stock, par value	$ 100	$ 100
Preferred stock, shares authorized	60,000	60,000
Preferred stock, shares issued	57,748
Preferred stock, shares outstanding	57,748
Series C, Redeemable Preferred Stock [Member]
Preferred stock, par value	$ 100	$ 100
Preferred stock, shares authorized	8,318	8,318
Preferred stock, shares issued	8,318
Preferred stock, shares outstanding	8,318

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenues	$ 855,000	$ 193,000
Cost of revenues	273,000	98,000
Gross profit	582,000	95,000
Operating expenses
Employee related costs	565,000	1,714,000
Marketing and selling expenses	166,000	267,000
Platform Costs	287,000	293,000
Depreciation and amortization	142,000	269,000
General and administrative	943,000	603,000
Total operating expenses	2,103,000	3,146,000
Loss from operations	(1,521,000)	(3,051,000)
Other income (expense)
Financing costs		(315,000)
Loss from marketable securities		(71,000)
Interest expense		(15,000)
Change in fair value of derivative liabilities		1,190,000
Total other income (loss)		789,000
Loss before provision for income taxes	(1,521,000)	(2,262,000)
Provision for income taxes
Net loss	(1,521,000)	(2,262,000)
Deemed dividend on series B convertible preferred stock	(5,775,000)
Loss attributable to common stockholders	$ (7,296,000)	$ (2,262,000)
Net loss per share, basic and diluted	$ 0	$ 0
Weighted average shares outstanding - basic and diluted	154,868,458,493	149,562,566,584

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock Series A [Member]	Preferred Stock Series B [Member]	Preferred Stock Series C [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2019	$ 5,000			$ 1,000	$ 26,837,000	$ (21,065,000)	$ 5,778,000
Balance, shares at Dec. 31, 2019	5,000,000			149,562,566,584
Net transfer from parent					2,179,000		2,179,000
Net loss						(2,262,000)	(2,262,000)
Balance at Mar. 31, 2020	$ 5,000			$ 1,000	29,016,000	(23,327,000)	5,695,000
Balance, shares at Mar. 31, 2020	5,000,000			149,562,566,584
Balance at Dec. 31, 2020	$ 5,000			$ 1,000	42,830,000	(36,571,000)	6,265,000
Balance, shares at Dec. 31, 2020	5,000,000			149,562,566,584
Issuance of Series B preferred stock for cash		$ 4,725,000					4,725,000
Issuance of Series B preferred stock for cash, shares		47,248
Series B preferred stock transferred to equity		$ 1,050,000					1,050,000
Series B preferred stock transferred to equity, shares		10,500
Shares issued for the acquisition			$ 832,000		(927,000)		(95,000)
Shares issued for the acquisition, shares			8,318	8,682,364,578
Beneficial conversion feature of series B convertible preferred stock					5,775,000		5,775,000
Deemed dividend on series B convertible preferred stock						(5,775,000)	(5,775,000)
Warrants issued to Parent					885,000		885,000
Assets Retained by Parent					(597,000)		(597,000)
Net loss						(1,521,000)	(1,521,000)
Balance at Mar. 31, 2021	$ 5,000	$ 5,775,000	$ 832,000	$ 1,000	$ 47,966,000	$ (43,867,000)	$ 10,712,000
Balance, shares at Mar. 31, 2021	5,000,000	57,748	8,318	158,244,931,162

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash Flows from Operating Activities
Net loss	$ (1,521,000)	$ (2,262,000)
Adjustments to reconcile net loss to net cash used in operating activities
Allocations of corporate overhead		1,264,000
Provision for bad debts	68,000	79,000
Amortization of intangibles	142,000	123,000
Depreciation expense		1,000
Loss on marketable securities		43,000
Changes in operating assets and liabilities
Accounts receivable	99,000	390,000
Prepaid expenses	(75,000)	(59,000)
Accounts payable and accrued expenses	238,000	(473,000)
Other current liabilities	(139,000)	1,000
Net Cash Used in Operating Activities	(1,188,000)	(893,000)
Cash Flows from Investing Activities
Net cash received from acquisition	955,000
Purchase of software		(149,000)
Net Cash Provided by (Used in) Investing Activities	955,000	(149,000)
Cash Flows from Financing Activities
Proceeds from issuance of series B preferred stock	4,725,000
Intercompany Due To (From) SRAX, Inc.	357,000	1,045,000
Net Cash Provided by Financing Activities	5,082,000	1,045,000
Net increase in Cash	4,849,000	3,000
Cash, Beginning of Period	1,000	1,000
Cash, End of Period	4,850,000	4,000
Supplemental schedule of cash flow information
Cash paid for interest
Cash paid for taxes
Supplemental schedule of noncash investing and financing activities
Deemed dividend on series B convertible preferred stock	5,775,000
Fair value of warrants issued to SRAX, Inc. debenture holders	885,000
Assets Retained by Parent	597,000
Shares issued for the acquisition	$ 832,000

The Company and Basis of Presen

The Company and Basis of Presentation	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
The Company and Basis of Presentation	NOTE 1 – The Company and Basis Of Presentation The Company Force Protection Video Equipment Corp., (“Company”) was incorporated on March 11, 2011, under the laws of the State of Florida. On February 4, 2021, the Company entered into a Share Exchange Agreement with SRAX, Inc. (“SRAX”). Pursuant to the Share Exchange Agreement, the Company acquired all of the outstanding capital stock of BIG Token, Inc. (“BIGtoken”) a wholly owned subsidiary and an operating segment of SRAX. See Note 2 – Acquisition for further information. BIGtoken is a data technology company offering tools and services to identify and reach consumers for the purpose of marketing and advertising communication. BIGtoken is located in Westlake Village, California. BIGtoken’s technologies assist its clients in: (i) identifying their core consumers and such consumers’ characteristics across various channels in order to discover new and measurable opportunities to maximize profits associated with advertising campaigns and (ii) gaining insight into the activities of their customers. BIGtoken derives its revenues from the sale of proprietary consumer data and sales of digital advertising campaigns. Reporting Entity Presentation The balance sheet as of December 31, 2020 and the condensed consolidated statement of operations for the three months ended March 31, 2020 have been derived and carved out from the consolidated financial statements and accounting records of SRAX as if BIGtoken had operated on a standalone basis within the periods presented. In connection with the Share Exchange, certain assets and liabilities presented have been transferred to FPVD at carry-over (historical cost) basis. Balances contributed by SRAX on or before the completion of the Share Exchange were based on the master separation agreement between the Company and SRAX and related documents governing the contribution. SRAX’s initial net assets contributed were approximately $6,000,000 excluding accounts receivable of approximately $600,000 as of February 1, 2021. The net adjustment to the Company’s historical records was reflected as a net investment from parent. Following the completion of the Share Exchange, the condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All periods presented have been accounted for in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements and notes thereto are unaudited. The interim Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The December 31, 2020 Condensed Consolidated Balance Sheet data was derived from the Company’s audited condensed consolidated financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim three-month periods ended March 31, 2021 and 2020. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or for any future period. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with our Audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2020, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2021. Liquidity and Going Concern The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its goods and services to achieved profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. These factors create substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Unaudited Condensed Consolidated Financial Statements are issued. The Unaudited Condensed Consolidated Financial Statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the Unaudited Condensed Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. In making this assessment the Company performed a comprehensive analysis of its current circumstances including: its financial position as of March 31, 2021, its cash flow and cash usage forecasts for the period covering one-year from the issuance date of these Unaudited Condensed Consolidated Financial Statements and its current capital structure. The Company anticipate raising additional capital through the private and public sales of its equity or debt securities, or a combination thereof. Although management believes that such capital sources will be available, there can be no assurance that financing will be available to the Company when needed in order to allow us to continue our operations, or if available, on terms acceptable to the Company. In the event the Company is not able to raise additional capital, its operations may be materially impacted, and the Company will need to curtail operations. Covid-19 The ultimate impact of the COVID-19 pandemic on the operations of the Company continues to be unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments or the Company may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on the Company’s business, financial condition and results of operations. The management of the Company continue to monitor the business environment for any significant changes that could impact their respective operations. The Company have taken proactive steps to manage costs and discretionary spending, such as remote working and reducing facility related expenses. Net Loss per Share We use Accounting Standards Codification (“ASC”) 260, “ Earnings Per Share Reclassification of Prior Year Presentation Certain prior year accounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Recent Accounting Pronouncements Changes to accounting principles are established by the Financial Accounting Standards Board’s (“FASB”) in the form of Accounting Standards Update (“ASU”) to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. ASUs not listed below were assessed and determined to not be applicable to our financial position, results of operations, cash flows, or presentation thereof. In May 2021, the FASB issued ASU 2021-04, “Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” The FASB is issuing this Update to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. We are currently evaluating the impact of this guidance.

Acquisition

Acquisition	3 Months Ended
	Mar. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Acquisition	NOTE 2 – A cquisition On February 4, 2021 (“Acquisition Date”), the Company completed a series of transaction as provided for in the share exchange agreement (“Exchange Agreement”) with SRAX (“Reverse Merger”). Pursuant to the Exchange Agreement, SRAX exchanged 100% of the issued and outstanding shares of BIGtoken for 149,562,566,584 shares of the Company’s common stock and 5,000,000 shares of the Company’s series A preferred stock. The transaction has been accounted for as a reverse merger / reverse capitalization wherein the Company is the legal acquirer, but BIGtoken is the accounting acquirer. As such, for reporting purpose, as of December 31, 2020, the Company’s total shares outstanding were restated to reflect the 149,562,566,584 shares of common stock and 5,000,000 shares of series A preferred stock. On the Acquisition date, the assets, liabilities, and net book value of FPVD were as follows: Assets Cash $ 955,000 Liabilities Series B preferred stock $ 1,050,000 Net book value Series C preferred stock 832,000 Paid in capital (927,000 ) Net book value $ (95,000 ) The Company was authorized to issue up to 20,000,000 shares of series A preferred stock (“Series A Preferred”), $0.0001 par value, which was redeemable at the option of the holder, with no fixed redemption date. As of the Acquisition Date there were 5,000,000 shares issued and outstanding, all of which were owned by SRAX as the result of the merger. The Company was authorized to issue up to 8,318 shares of series C preferred stock (“Series C Preferred”) with a stated value of $100. The Series C Preferred are convertible into 1,546,576 shares of common stock for each share of Series C Preferred or an aggregate of 12,864,419,168 shares of common stock. As of the Acquisition Date and March 31, 2021 there were 8,318 shares issued and outstanding. The Company was authorized to issue up to 1,000,000,000,000 shares of common stock with a $0.00000001 par value. As of the acquisition date and March 31, 2021 there were 158,244,931,162 issued and outstanding.

Other Current Liabilities

Other Current Liabilities	3 Months Ended
	Mar. 31, 2021
Other Liabilities Disclosure [Abstract]
Other Current Liabilities	NOTE 3 – Other Current Liabilities BIGtoken Point liability In 2019, BIGtoken launched the BIGtoken consumer data management platform, where registered users are rewarded for undertaking actions and sharing data within the platform. The business is currently based on a platform of registered users, developed as a direct-to-consumer data marketplace where users are paid for their data. During the year ended December 31, 2019 BIGtoken instituted a policy that allows BIGtoken users to redeem outstanding BIGtoken points for cash if their account and point balances meet certain criteria. As of March 31, 2021 and December 31, 2020, BIGtoken has estimated the future liability for point redemptions to be $313,000 and $452,000, respectively. BIGtoken considered the total number of points outstanding, the conversion rate in which points are redeemable for cash, and each user’s redemption eligibility. BIGtoken utilizes an account scoring system that evaluates a number of factors in determining an account’s redemption eligibility. These factors include an evaluation of the following: the infrastructure utilized by the user when engaging with BIGtoken’s systems, the user’s geographical associations, consistency, and verifiability of the user’s data.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Stockholders' Equity	NOTE 4 – Stockholders’ Equity Series B Preferred Stock On March 12, 2021 (“Closing Date’), the Company entered into a Securities Purchase Agreements (“SPA”) and Registration Rights Agreements (“RRA”) with accredited investors pursuant to which investors purchased 47,248 shares of Series B preferred Stock (“Series B Stock”) for an aggregate of $4,725,000 or $100 per share (the “Offering”). The Company had previously closed on 10,500 shares of Series B Preferred stock or $1,050,000 in October of 2020. As a result, on March 12, 2021, there were 57,748 shares of Series B Stock outstanding. Pursuant to the terms of the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (“COD”), (i) each share of Series B Stock has a stated value of $100, (ii) the Series B Stock accrues a 5% dividend beginning one year after the original issue date and thereafter on a quarterly basis, (iii) the Series B Stock has no voting rights, except as required by law, and (iv) the Series B Stock has no liquidation preference over the Company’s Common Stock. Additionally, the Series B Stock converts into Common Stock (i) at the election of the holder at any time at a price equal to $15,000,000 divided by the fully diluted outstanding securities of the Company at the time of conversion (“Standard Conversion Price”) or (ii) automatically upon the completion of an offering of $5,000,000 or more (“Qualified Offering”) at the lower of (a) the Standard Conversion Price or (b) eighty percent (80%) of the lowest per share purchase price of Common Stock in such Qualified Offering (“Qualified Offering Conversion Price”). As a result of being oversubscribed, the Offering met the conditions of a Qualified Financing and as a result the Company issued a total of 67,371,841,498 shares of the Company’s common stock upon automatic conversion of the Series B Stock. The Company calculated the value of the beneficial conversion feature as $5,775,000 which was fully amortized and recorded as a deemed dividend. In accordance with ASC 480 – Distinguish Liabilities from Equity, the Series B Stock would be classified as equity on the Closing Date, because they are convertible into a fixed number of shares at a fixed dollar amount. On the Closing Date both the 57,748 and 10,500 shares of series B preferred stock were classified as equity. As of March 31, 2021, none of the Series B Preferred Stock had been converted into common Stock. Common Stock Warrants As part of SRAX’s convertible debenture offering in June 2020, SRAX negotiated the ability to release the BIGtoken business as collateral for the repayment of the debentures. As consideration for the release, SRAX agreed to require the Company to issue warrants in the new entity. The warrants were to represent 13% of the new entity’s issued and outstanding shares on a fully diluted basis upon closing. As disclosed in Note 2– Acquisition, SRAX entered into an agreement to merge BIGtoken with the Company on February 4, 2021, which required the issuance of 25,568,064,462 warrants. Based on a valuation from an independent third-party, the fair-market value of the warrants required to be issued was determined to be $885,000 based on implied 3-year volatility of 92.30%, a risk-free equivalent yield of 18% and stock price of $0.00006552.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 5 – Subsequent Events Series B preferred shares issuance On April 12, 2021, the Company closed on an additional issuance of 850 shares of Series B Preferred for an aggregate of $85,000 or $100 per share. Amendment of Articles of Incorporation Effective April 15, 2021, the Company further amended its articles of incorporation to reduce the par value of the Company’s common stock from $0.0001 to $0.00000001 per share. As, such the par value of common stock as of December 31, 2020 and 2019 were restated to reflect the new par value. Series B preferred shares conversion On May 11, 2021, 48,098 shares of the Company series B preferred stock were converted into 68,583,866,100 shares of Common stock, which does not include the conversion of the 10,500 shares of Series B Preferred acquired in the Company acquisition, with conversion price of $0.0000007013. FPVD CEO Termination On May 15, 2021, the employment of the Company’s CEO was terminated. As a result of the termination, (i) all previously issued stock-based equity awards have been cancelled and (ii) and no further compensation is due and payable to the CEO.

Acquisition (Tables)

Acquisition (Tables)	3 Months Ended
	Mar. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Schedule of Acquisition of Assets, Liabilities and Net Book Value	On the Acquisition date, the assets, liabilities, and net book value of FPVD were as follows: Assets Cash $ 955,000 Liabilities Series B preferred stock $ 1,050,000 Net book value Series C preferred stock 832,000 Paid in capital (927,000 ) Net book value $ (95,000 )

The Company and Basis of Pres_2

The Company and Basis of Presentation (Details Narrative) - USD ($)	Mar. 31, 2021	Feb. 02, 2021	Dec. 31, 2020
Assets	$ 12,116,000		$ 7,570,000
Accounts receivable	$ 911,000		$ 1,199,000
SRAX, Inc. [Member]
Assets		$ 6,000,000
Accounts receivable		$ 600,000

Acquisition (Details Narrative)

Acquisition (Details Narrative) - $ / shares	Feb. 04, 2021	Mar. 31, 2021	Dec. 31, 2020
Common stock, shares authorized		1,000,000,000,000	1,000,000,000,000
Common stock, par value		$ 0.00	$ 0.00
Common stock, shares issued		158,244,931,162	149,562,566,584
Common stock, shares outstanding		158,244,931,162	149,562,566,584
Series A Preferred Stock [Member]
Preferred stock, shares issued	5,000,000
Preferred stock, shares outstanding	5,000,000
Series A Preferred Stock [Member] | Holder [Member]
Preferred stock, shares authorized		20,000,000
Preferred stock, par value		$ 0.0001
Series C Preferred Stock [Member]
Preferred stock, shares authorized		8,318
Preferred stock, par value		$ 100
Preferred stock, shares issued	8,318	8,318
Preferred stock, shares outstanding	8,318	8,318
Stock issued during the period convertible, shares		1,546,576
Share Exchange Agreement [Member]
Percentage of issued and outstanding stock	100.00%
Share Exchange Agreement [Member] | Series A Preferred Stock [Member]
Number of common stock received	5,000,000
Share Exchange Agreement [Member] | Series A Preferred Stock [Member] | Restated [Member]
Number of common stock received	5,000,000
Common Stock [Member] | Series C Preferred Stock [Member]
Stock issued during the period convertible, shares		12,864,419,168
Common Stock [Member] | Share Exchange Agreement [Member]
Number of common stock received	149,562,566,584
Common Stock [Member] | Share Exchange Agreement [Member] | Restated [Member]
Number of common stock received	149,562,566,584

Acquisition - Schedule of Acqui

Acquisition - Schedule of Acquisition of Assets, Liabilities and Net Book Value (Details)	Feb. 04, 2021USD ($)
Business Combination and Asset Acquisition [Abstract]
Cash	$ 955,000
Series B preferred stock	1,050,000
Series C preferred stock	832,000
Paid-in capital	(927,000)
Net book value	$ (95,000)

Other Current Liabilities (Deta

Other Current Liabilities (Details Narrative) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Other Liabilities Disclosure [Abstract]
Other current liabilities	$ 313,000	$ 452,000

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	Mar. 12, 2021	Feb. 04, 2021	Oct. 31, 2020	Mar. 31, 2021
Warrants [Member]
Warrants term		3 years
Warrants [Member] | Measurement Input, Price Volatility [Member]
Warrant measurement input		92.30
Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Warrant measurement input		18
Warrants [Member] | Measurement Input, Share Price [Member]
Warrant measurement input		0.00006552
Share Exchange Agreement [Member]
Percentage of issued and outstanding stock		100.00%
Share Exchange Agreement [Member] | Warrants [Member]
Percentage of issued and outstanding stock		13.00%
Number of common stock to purcahse warrants		25,568,064,462
Fair value of warrants		$ 885,000
Series B Preferred Stock [Member]
Number of shares issued during period, shares	57,748
Series B Preferred Stock [Member] | Securities Purchase Agreements [Member]
Number of shares issued during period, shares	47,248		10,500
Proceeds from private offering	$ 4,725,000		$ 1,050,000
Preferred stock, par value	$ 100
Preferred stock, shares outstanding	57,748
Issuance of shares, description	Pursuant to the terms of the Company's Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock ("COD"), (i) each share of Series B Stock has a stated value of $100, (ii) the Series B Stock accrues a 5% dividend beginning one year after the original issue date and thereafter on a quarterly basis, (iii) the Series B Stock has no voting rights, except as required by law, and (iv) the Series B Stock has no liquidation preference over the Company's Common Stock. Additionally, the Series B Stock converts into Common Stock (i) at the election of the holder at any time at a price equal to $15,000,000 divided by the fully diluted outstanding securities of the Company at the time of conversion ("Standard Conversion Price") or (ii) automatically upon the completion of an offering of $5,000,000 or more ("Qualified Offering") at the lower of (a) the Standard Conversion Price or (b) eighty percent (80%) of the lowest per share purchase price of Common Stock in such Qualified Offering ("Qualified Offering Conversion Price")
Series B Stock [Member]
Number of shares issued during period, shares				67,371,841,498
Beneficial conversion feature				$ 5,775,000
Stock issued convertible
Series B Preferred Stock [Member]
Number of shares issued during period, shares	10,500

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	May 11, 2021	Apr. 12, 2021	Mar. 12, 2021	Apr. 15, 2021	Mar. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Common stock, par value					$ 0.00	$ 0.00
Series B Preferred Stock [Member]
Subsequent Event [Line Items]
Number of shares issued during period, shares			57,748
Subsequent Event [Member] | Minimum [Member]
Subsequent Event [Line Items]
Common stock, par value				$ 0.0001
Subsequent Event [Member] | Maximum [Member]
Subsequent Event [Line Items]
Common stock, par value				$ 0.00
Subsequent Event [Member] | Series B Preferred Stock [Member]
Subsequent Event [Line Items]
Number of shares issued during period, shares		850
Number of shares issued during period, value		$ 85,000
Share issued price per share		$ 100
Conversion of convertible securities	68,583,866,100
Convertible preferred stock, shares issued upon conversion	48,098
Shares acquired	10,500
Acquisition conversion price	$ 0.000001