Stockholder's Equity (Deficit) | Note 10 – Stockholders’ Equity (Deficit) Series C Preferred Stock On December 16, 2019, the Company 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, The Company’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 Designation provides the Company 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 our 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 associated with Series C Preferred Shares of $165,218, valued using a Binomial Option Pricing Model. On December 31, 2019, the fair value of the conversion feature associated with Series C Preferred Shares was a derivative liability of $190,131, valued using a Binomial Option Pricing Model. The Series C Preferred Stock is classified as temporary equity due to the fact 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 year ended December 31, 2020, the holders converted 140,000 shares of series C preferred stock along with related discount into 21,744,479 shares of common stock per the terms of the Agreement. As of December 31, 2020, there were no shares outstanding related to this issuance. On March 3, 2020, the Company sold 55,800 of its Series C Convertible Preferred Shares, with an annual accruing dividend of 10%, to Geneva for $50,000, pursuant to a Series C Preferred Purchase Agreement with Geneva. The Company recorded a derivative liability associated with Series C Preferred Shares of $88,868, valued using a Binomial Option Pricing Model. During the year ended December 31, 2020, the holder converted 55,800 shares of series C preferred stock along with related discount into 10,598,864 shares of common stock per the terms of the Agreement. As of December 31, 2020, there were no shares outstanding related to this issuance. The Series C Preferred Stock was classified as temporary equity due to that the shares are immediately convertible at the option of the note holder. On April 14, 2020, the Company sold 55,800 of its Series C Convertible Preferred Shares, with an annual accruing dividend of 10%, to Geneva for $50,000, pursuant to a Series C Preferred Purchase Agreement with Geneva. The Company recorded a derivative liability associated with Series C Preferred Shares of $82,028 valued using a Binomial Option Pricing Model. During the year ended December 31, 2020, the holder converted 55,800 shares of series C preferred stock along with related discount into 15,292,885 shares of common stock per the terms of the Agreement. As of December 31, 2020, there were no shares outstanding related to this issuance. The Series C Preferred Stock was classified as temporary equity due to that the shares are immediately convertible at the option of the note holder. Preferred Discount Preferred Derivative Balance , January 1, 2019 $ — — — — Issuance of Series C Preferred shares 140,000 140,000 — 165,218 Accretion of discount — (8,750 ) 8,750 — Change in fair value of derivatives — — — 24,913 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 (265,115 ) (175,820 ) (89,295 ) (353,005 ) Accretion of conversion feature on Series C preferred stock 13,515 (67,030 ) 80,545 23,290 Change in fair value of derivatives — — — (31,312 ) Balance December 31, 2020 $ — $ — $ — $ — The following assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities for the years ended December 31, 2020 and 2019: 2020 2019 Risk-free interest rates 0.11 – 0.23% 1.58 – 1.66% Expected life (years) 1.5 – 2.0 1.95 – 2.0 Expected dividends 0% 0% Expected volatility 172 – 262% 248 - 250% Common Stock 2020 Transactions During the year ended December 31, 2020, $180,922 of notes and $14,702 of accrued interest and fees were converted into 39,489,099 shares of common stock with a value of $328,887. A loss on extinguishment of debt of $5,835, extinguishment of debt discount of $53,567 and reduction of derivative liabilities of $180,995 have been recorded related to these conversions. During the year ended December 31, 2020, 10,935,040 shares of common stock, valued at $117,887, were accrued for related party services. We issued 12,219,836 shares of common stock, valued at $177,323 during 2020, and these shares have been removed from shares to be issued at December 31, 2020. Additionally, we reversed the over accrual of 283,182 common shares, valued at $6,914, and reduced shares to be issued at December 31, 2020. At December 31, 2020 and 2019, shares to be issued for related party services were 1,731,687 and 3,299,665, respectively, and the value of shares to be issued at December 31, 2020 and 2019 was $13,467 and $79,817, respectively. During the year ended December 31, 2020, 905,658 shares of common stock, valued at $8,003, were accrued for services. We issued no shares during 2020 for this accrual. We reversed the over accrual of 9,583 common shares, valued at $5,601 and reduced shares to be issued at December 31, 2020. At December 31, 2020 and 2019, shares to be issued for services were 1,105,857 and 209,782, respectively, and the value of shares to be issued at December 31, 2020 and 2019 was $14,000 and $11,598, respectively. During the year ended December 31, 2020, we reversed the over accrual of 3,884 common shares, valued at $13,983, related to notes payable that were converted in prior years, and reduced shares to be issued at December 31, 2020. We recorded the reversal of the value of the shares as gain on extinguishment of debt. At December 31, 2020 and 2019, shares to be issued for debt conversions were 31,960 and 35,844, respectively, and the value of shares to be issued at December 31, 2020 and 2019 was $21,861 and $35,844, respectively. During the year ended December 31, 2020, we issued 4,000,000 shares of common stock, valued at $51,200, for legal services. During the year ended December 31, 2020, 47,636,228 shares of common stock were issued as a result of the conversion of 251,600 shares of Series C Preferred shares. 2019 Transactions During the year ended December 31, 2019, $842,712 of notes and $60,627 of accrued interest was converted into 48,684,667 shares of common stock and 434,783 shares were issued which were authorized as of December 31, 2018. A gain on extinguishment of debt of $159,233, extinguishment of debt discount of $233,571 and reduction of derivative liabilities of $940,382 have been recorded related to these conversions. As of December 31, 2019, 35,844 shares, valued at $35,844 for debt conversion were authorized, but not issued as of December 31, 2019. We issued 4,987,610 shares of common stock, valued at $170,348, for services. As December 31, 2019, 209,782 shares, valued at $11,598 for services were authorized, but not issued as of December 31, 2019, and included in stock to be issued in the accompanying consolidated balance sheet. In connection with Debt Restructure Agreements dated on July 17, 2018, 675,759 shares of common stock were cancelled, valued at $108,121. We issued 24,566,400 shares of common stock, valued at $732,029, for related party services. As December 31, 2019, 3,299,665 shares, valued at $79,817 for services, were authorized but not issued as of December 31, 2019. During the year ended December 31, 2019, 8,071,000 shares were issued for cashless warrant exercise. During the year ended December 31, 2019, we issued 5,000 shares for $2,648, which were authorized in prior period. 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 years ended December 31, 2020 and 2019: Year ended December 31, 2020 2019 Balance at beginning of year $ 967 $ 16,576 Additions to derivative instruments — — Loss (gain) on change in fair value of derivative liability (491 ) (15,609 ) Balance at end of year $ 476 $ 967 The following assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities for the years ended December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Annual dividend yield 0 % 0 % Expected life (years) 0.42 – 7.38 0.42 – 8.13 Risk-free interest rate 0.10 – 1.83 % 1.56 – 2.40 % Expected volatility 186 - 240 % 165 - 318 % The following table summarizes stock warrant activity for the years ended December 31, 2020 and 2019: Number of Weighted- Weighted- Outstanding at December 31, 2018 263,866 $ 12.04 Granted — $ — Exercised (12,500 ) 2.95 Expired (39,540 ) $ 20.00 Outstanding at December 31, 2019 211,826 $ 10.08 3.5 Granted — $ — Expired (78,031 ) $ 18.72 Outstanding at December 31, 2020 133,795 $ 5.04 4.4 Exercisable at December 31, 2020 133,795 $ 5.04 4.4 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 December 31, 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 years ended December 31, 2020 and 2019, the Company recorded total option expense of $86,606 and $162,381, respectively. There was no unamortized stock option expense at December 31, 2020. The aggregate intrinsic value of stock options outstanding at December 31, 2020 is $0. The following table summarizes stock option activity for the years ended December 31, 2020 and 2019: Number of Weighted- Weighted- Outstanding at December 31, 2018 294,959 $ 5.17 Granted — $ — Exercised — — Expired (122,480 ) $ 5.00 Outstanding at December 31, 2019 172,479 $ 5.29 5.5 Granted — $ — Forfeited — $ — Outstanding at December 31, 2020 172,479 $ 5.29 4.5 Exercisable at December 31, 2020 172,479 $ 5.29 4.5 |