Stockholder's Equity (Deficit) | Note 10 – Stockholders’ Equity (Deficit) Series C Preferred Stock On December 16, 2019, Diego Pellicer Worldwide sold 140,000 of its Series C Convertible Preferred Shares, with an annual accruing dividend of 10%, to Geneva Roth Remark Holdings, Inc. (“Geneva”), for $130,000 pursuant to a Series C Preferred Purchase Agreement with Geneva. To accommodate this transaction, Registrant’s Board of Directors approved and filed a certain Certificate of Designations with the Secretary of State of Delaware, designating 1,500,000 of its available preferred shares as Series C Preferred Convertible Stock, Stated Value of $1.00 per share, and with a par value of $0.0001 per share. This Certificate of Designations provides Registrant with the opportunity to redeem the Series C Shares at various increased prices at time intervals up to the 6-month anniversary of the closing and mandates full redemption on the 24-month anniversary. Geneva may convert the Series C Shares into Registrant’s common shares, commencing on the 6-month anniversary of the closing at a 30% discount to the public market price. The Company recorded a derivative liability of $165,218, valued using a Binomial Option Pricing Model, associated with Series C Preferred Shares. On December 31, 2019, the fair value of the conversion feature was a derivative liability of $190,131, valued using a Binomial Option Pricing Model, associated with Series C Preferred Shares. The Series C Preferred Stock is classified as temporary equity due to that the shares are immediately convertible at the option of the note holder. During the year ended December 31, 2019, we recorded $8,750 accretion of discount. As of December 31, 2019, there were 140,000 shares outstanding and a discount of $131,250. For the nine months ended September 30, 2020, the company converted 140,000 shares of series C preferred stock along with related discount to 21,744,479 shares of Common Stock per the terms of the Agreement. As of September 30, 2020, there were 0 shares outstanding related to this issuance. On March 3, 2020, Diego Pellicer Worldwide sold 55,800 of its Series C Convertible Preferred Shares, with an annual accruing dividend of 10% to Geneva Roth Remark Holdings, Inc. (“Geneva”), for $50,000 pursuant to a Series C Preferred Purchase Agreement with Geneva. The Company recorded a derivative liability of $88,868 valued using a Binomial Option Pricing Model, associated with Series C Preferred Shares. During the nine months ended September 30, 2020, the company converted 55,800 shares of series C preferred stock along with related discount to 10,598,864 shares of Common Stock per the terms of the Agreement. As of September 30, 2020, there were 0 shares outstanding related to this issuance. On April 14, 2020, Diego Pellicer Worldwide sold 55,800 of its Series C Convertible Preferred Shares, with an annual accruing dividend of 10%, to Geneva Roth Remark Holdings, Inc. (“Geneva”), for $50,000 pursuant to a Series C Preferred Purchase Agreement with Geneva. The Company recorded a derivative liability of $82,028 valued using a Binomial Option Pricing Model, associated with Series C Preferred Shares. On September 30, 2020, the fair value of the conversion feature was a derivative liability of $63,206, valued using a Binomial Option Pricing Model, associated with Series C Preferred Shares. The Series C Preferred Stock is classified as temporary equity due to that the shares are immediately convertible at the option of the note holder. During the nine months ended September 30, 2020, we recorded $67,201 accretion of discount and $2,583 of accrued dividend. As of September 30, 2020, there were 55,800 shares outstanding and a discount of $42,882. Preferred Stock and Accrued Dividends Discount Preferred Stock and Accrued Dividends, Net of Discount Derivative Liabilities Balance, December 31, 2019 $ 140,000 $ 131,250 $ 8,750 $ 190,131 Issuance of Series C Preferred shares 111,600 111,600 — 170,896 Conversion of Series C Preferred shares and accrued dividend (206,561 ) (132,768 ) (73,793 ) (302,127 ) Accretion of conversion feature on Series C preferred stock 13,345 (67,200 ) 80,545 15,610 Change in fair value of derivatives — — — (11,304 ) Balance September 30, 2020 $ 58,324 $ 42,882 $ 15,502 $ 63,206 The following assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities for the three months ended September 30, 2020 and the year ended December 31, 2019. September 30, September 30, Risk-free interest rates 0.12 – 0.14% 1.53 – 2.60% Expected life (years) 1.2 – 1.54 0.08 – 1.25 Expected dividends 0% 0% Expected volatility 171.7 – 180.1% 70 - 557% Common Shares During the nine months ended September 30, 2020, $119,000 of notes, $8,166 of accrued interest and $210 additional fee was converted into 19,501,028 shares of common stock. A gain on extinguishment of debt of $1,255, extinguishment of debt discount of $39,843 and reduction of derivative liabilities of $128,583 have been recorded related to these conversions. As of September 30, 2020, 5,733,397 shares were authorized, but not issued as of September 30, 2020. During the nine months ended September 30, 2020, 2,553,969 shares of common stock were issued for related party services valued at $65,633. These shares have been removed from shares to be issued as of September 30, 2020. As of September 30, 2020, 3,907,356 shares, valued at $28,296 for related party services, had not been issued. These were classified as shares to be issued at September 30, 2020. During the nine months ended September 30, 2020, 32,343,343 shares of common stock were issued as a result of the conversion of 195,800 shares of Series C Preferred shares. During the nine months ended September 30, 2020, 5,196,378 shares of common stock, valued at $63,403 for services, were authorized. 2,000,000 of the shares were issued during the nine months ended September 30, 2020. As of September 30, 2020, 3,196,378 shares, valued at $37,803 for services, had not issued. These were classified as shares to be issued at September 30, 2020. Common stock warrant activity: The Company has determined that certain of its warrants are subject to derivative accounting. The table below provides a reconciliation of the beginning and ending balances for the warrant liabilities measured using fair significant unobservable inputs (Level 3) for the nine months ended September 30, 2020: Balance at December 31, 2019 $ 967 Issuance of warrants — Change in fair value during period 334 Balance at September 30, 2020 $ 633 The following assumptions were used in calculations of the Binomial Option Pricing Model for the periods ended September 30, 2020 and the year ended December 31, 2019. September 30, December 31, Annual dividend yield 0% 0% Expected life (years) 0.17-7.13 0.42 – 8.13 Risk-free interest rate 0.11 – 0.55% 1.56 – 2.40% Expected volatility 234.4 - 239.7% 165 - 318% The following represents a summary of all common stock warrant activity: Number of Weighted Average Weighted Average Balance outstanding, December 31, 2019 211,826 $ 10.08 3.51 Expired (78,031 ) $ 30.00 - Balance outstanding, September 30, 2020 133,795 $ 10.08 3.22 Exercisable, September 30, 2020 133,795 $ 10.08 3.22 Common stock option activity: The Company maintains an Equity Incentive Plan pursuant of which 124,000 shares of Common Stock are reserved for issuance thereunder. This Plan was established to award certain founding members, who were instrumental in the development of the Company, as well as key employees, directors and consultants, and to promote the success of the Company’s business. The terms allow for each option to vest immediately, with a term no greater than 10 years from the date of grant, at an exercise price equal to par value at date of the grant. As of September 30, 2020, 88,750 shares had been granted, with 10,000 of those shares granted with warrants attached. There remain 35,250 shares available for future grants. During the nine months ended September 30, 2020 and 2019, the Company recorded total option expense of $121,785. Unamortized stock option expense at September 30, 2020 is $5,416, which will be charged to expense in remaining months of 2020. The aggregate intrinsic value of stock options outstanding at September 30, 2020 is $0. The following represents a summary of all common stock option activity: Number of Weighted Average Weighted Average Balance outstanding, December 31, 2019 172,479 $ 5.29 5.47 Granted — — Balance outstanding, September 30, 2020 172,479 $ 5.25 5.22 Exercisable, September 30, 2020 172,479 $ 5.25 5.22 |