Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 12, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Energy & Water Development Corp | ||
Entity Central Index Key | 0001563298 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Is Entity Emerging Growth Company? | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding | 96,244,984 | ||
Entity Public Float | $ 4,930,566 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Incorporation State Country Name | FL | ||
Entity File Number | 000-56030 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Prepaid expenses | $ 30,375 | |
TOTAL CURRENT ASSETS | 30,375 | |
TOTAL ASSETS | 30,375 | |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 1,137,446 | 861,222 |
Customer/investor deposit (Note 6) | 313,742 | |
Due to affiliate distributor (Note 7) | 4,959 | 298,313 |
Convertible loan payables, net of discount (Note 6) | 243,923 | 586,825 |
Due to officers (Note 5) | 2,276,770 | 1,994,168 |
Derivative liability | 413,795 | |
TOTAL CURRENT LIABILITIES | 4,390,635 | 3,740,528 |
COMMITMENTS AND CONTINGENCIES (Note 9) | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, par value $.001 per share; 500,000,000 shares authorized, no shares issued and outstanding in December 31, 2019 and December 31, 2018, respectively | ||
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 93,462,483 and 87,913,933 shares issued and outstanding in December 31, 2019 and December 31, 2018, respectively | 93,462 | 87,914 |
Additional paid in capital | 7,491,197 | 7,187,862 |
Accumulated deficit | (11,944,919) | (11,016,304) |
TOTAL STOCKHOLDERS' DEFICIT | (4,360,260) | (3,740,528) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 30,375 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred stock, share issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 93,462,483 | 87,913,933 |
Common stock, shares outstanding | 93,462,483 | 87,913,933 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
GENERAL and ADMINISTRATIVE EXPENSES | ||
Management fees to affiliate | $ 300,000 | $ 300,000 |
Officers' salaries and payroll taxes | 322,950 | 322,950 |
Professional fees | 339,605 | 225,126 |
Travel and entertainment | 8,082 | 2,424 |
Other general and administrative expenses | 18,266 | 22,689 |
TOTAL GENERAL and ADMINISTRATIVE EXPENSES | 988,903 | 873,189 |
LOSS FROM OPERATIONS | (988,903) | (873,189) |
OTHER INCOME | ||
Change in fair value of derivative | 255,505 | |
Interest income (expense), net | (195,217) | 71,744 |
TOTAL OTHER INCOME | 60,288 | 71,744 |
LOSS BEFORE TAXES | (928,615) | (801,445) |
TAXES | ||
NET LOSS | $ (928,615) | $ (801,445) |
Loss per share - Basic and diluted | $ (0.01) | $ (0.01) |
Weighted average number of shares outstanding - Basic and diluted | 91,264,815 | 87,849,554 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
BALANCE at Dec. 31, 2017 | $ 87,202 | $ 6,476,504 | $ (10,214,859) | $ (3,651,153) |
BALANCE, shares at Dec. 31, 2017 | 87,201,863 | |||
Common stock issued to satisfy related party liability | $ 712 | 84,736 | 85,448 | |
Common stock issued to satisfy related party liability Shares | 712,070 | |||
Capital contribution on settlement of related party liability | 626,622 | 626,622 | ||
Reclassification of tainted notes | ||||
Net Loss | (801,445) | (801,445) | ||
BALANCE at Dec. 31, 2018 | $ 87,914 | 7,187,862 | (11,016,304) | $ (3,740,528) |
BALANCE, shares at Dec. 31, 2018 | 87,913,933 | 87,913,933 | ||
Sale of common stock | $ 211 | 42,989 | $ 43,200 | |
Sale of common stock Shares | 211,200 | |||
Common stock issued for services | $ 420 | 125,580 | 126,000 | |
Common stock issued for services Shares | 420,000 | |||
Common stock issued to satisfy convertible debt | $ 4,877 | 541,947 | 546,824 | |
Common stock issued to satisfy convertible debt Shares | 4,877,350 | |||
Conditional shares issued to debt holders | $ 40 | (40) | ||
Conditional shares issued to debt holders Shares | 40,000 | |||
Beneficial conversion feature | 98,000 | 98,000 | ||
Reclassification of tainted notes | (559,300) | (559,300) | ||
Debt discount | 54,159 | 54,159 | ||
Net Loss | (928,615) | (928,615) | ||
BALANCE at Dec. 31, 2019 | $ 93,462 | $ 7,491,197 | $ (11,944,919) | $ (4,360,260) |
BALANCE, shares at Dec. 31, 2019 | 93,462,483 | 93,462,483 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
NET LOSS | $ (928,615) | $ (801,445) |
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: | ||
Amortization of debt discount | 136,082 | |
Bad debt (recovery) expense (Note 4) | (39,148) | |
Common stock issued for services | 126,000 | |
Change in fair value of derivative liability | (255,505) | |
Reversal of contingent liability | (42,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (30,375) | |
Accounts payable and accrued expenses | 276,224 | 562,593 |
Accrued management fees and due to/from officers | 282,602 | 300,000 |
Other current liabilities | 313,742 | |
Due to affiliates | (293,355) | |
Net cash used in operating activities | (373,200) | (20,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Receipts from affiliates | ||
Net cash provided by (used in) investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible debentures | 330,000 | 20,000 |
Proceeds from sale of stock | 43,200 | |
Net cash provided by financing activities | 373,200 | 20,000 |
NET CHANGE IN CASH | ||
CASH AT THE BEGINNING OF THE PERIOD | ||
CASH AT THE END OF THE PERIOD | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Common stock issued to satisfy related party liability | 85,448 | |
Capital contribution on settlement of related party liability | 626,622 | |
Derivative liability discount | 110,000 | |
Debt discount related to beneficial conversion feature | 98,000 | |
Debt discount related to warrant purchase option | 54,159 | |
Conditional shares issued to debt holders | 40 | |
Stock issued to satisfy convertible debt | 546,824 | |
Reclassification of tainted notes | $ 559,300 |
Incorporation and Nature of Ope
Incorporation and Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incorporation and Nature of Operations | Note 1. Incorporation and Nature of Operations Energy and Water Development Corp. (formerly Eurosport Active World Corp.) (the Corporation, Company or EAWD), was incorporated under the laws of the State of Florida on December 12, 2007. In September, 2019, the Company changed its name from Eurosport Active World Corp. to Energy and Water Development Corp. to better present the Companys purpose and business sector. We are an engineering services company formed as an outsourcing green tech platform, seeking to exploit renewable energy and water technologies. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Energy and Water Development Corp. (formerly Eurosport Active World Corp.) and its wholly-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. Certain reclassifications have been made in Fiscal 2018 results to conform to the presentation used in Fiscal 2019. These reclassifications had no effect on the reported results of operations of the Company. Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the consolidated financial statements include estimates relating to the determination of impairment of assets, assessment of going concern, the useful life of property and equipment, the determination of the fair value of stock-based compensation, and the recoverability of deferred income tax assets. Cash and Cash Equivalents The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no cash and cash equivalents at December 31, 2019 and 2018. Fair Value of Financial Instruments Prepaid, Other Current Assets, Accounts Payable Accrued Expenses, Accrued Salaries, complex conversion features in note instruments and Other Current Liabilities. The carrying amounts of these items approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. Described below are the three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities, Level 2 Observable prices that are based on inputs not quoted on active markets, but corroborated by market data, Level 3 Unobservable inputs are used when little or no market data is available. The application of the three levels of the fair value hierarchy under ASC Topic 820-10-35, our derivative liabilities as of December 31, 2019 and December 31, 2018, were $413,795 and $0, respectively and measured on Level 3 inputs. Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of the valuation allowance. A valuation allowance is applied when in managements view it is more likely than not (50%) that such deferred tax will not be utilized. ASC 740 provides interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In the unlikely event that an uncertain tax position exists in which the Corporation could incur income taxes, the Corporation would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. A liability for uncertain tax positions would then be recorded if the Corporation determined it is more likely than not that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable. As of December 31, 2019 and 2018, the Corporation does not believe any uncertain tax positions exist that would result in the Corporation having a liability to the taxing authorities. The Corporations policy is to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense and general and administrative expense, respectively, in the consolidated statement of operations. The Corporations tax returns for the years ended 2012 through 2018 are subject to examination by the federal and state tax authorities. The Corporations tax returns for the tax year ended 2019 have not been filed. Stock-Based Payments In June 2018, the FASB issued ASU 2018-07, Improvements to Non-Employee Share-Based Payment Accounting, Compensation Stock Compensation. The Corporation follows ASC 718, Compensation Stock Compensation, in accounting for its stock-based payments. This standard states that compensation cost or the value of stock issued for services is measured at the grant date based on the value of the stock granted and is recognized over the vesting or service period. Loss Per Common Share The Corporation accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10 , Earnings Per Share, For the years ended December 31, 2019 and 2018, an aggregate of 2,200,000 stock options to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive. As discussed more fully in Note 6, convertible note holders have the option of converting their loans into common shares commencing on February 19, 2019, the completion of an approved S-1 registration of its common shares. Some note holders were also granted warrants to purchase additional shares, however these warrants expired after one year from the date of the note. Convertible note holders began exercising their conversion feature in Q2 2019 and as of December 31, 2019, had converted $546,824 of debt into 4,877,350 common shares. If the remaining convertible note holders of unexercised notes exercised their conversion feature and additional purchase option, they would represent 5,380,000 and 4,917,350 in additional common shares at December 31, 2019 and December 31, 2018, respectively. The potential shares from both the conversion feature and the rights to purchase additional shares were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive. Related Party Transactions A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. A related party is generally defined as: (i) any person that holds 10% or more of the Companys securities including such persons immediate families, (ii) the Companys management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Standards | Note 3. Recently Issued Accounting Standards Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Corporations future consolidated financial statements. The following are a summary of recent accounting developments. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Going Concern | |
Going Concern | Note 4. Going Concern The Company has received a deposit on its first order, which it has not yet delivered, consequently it has recognized no revenue. The Company has incurred operating losses since it began operations (December 2012) totaling $11,944,919 at December 31, 2019. During the year ended December 31, 2019, the Corporation incurred net losses of $928,615. The Company also incurred a working capital deficit of $4,360,260 at December 31, 2019. These factors raise substantial doubt regarding the Corporations ability to continue as a going concern. The ability of the Corporation to continue as a going concern depends upon its ability to obtain funding to finance operating losses until the Corporation is profitable. The Corporation expects to be financed through equity capital, debt financing or from deposits related to purchases orders on proposals pending customer acceptance. In the event the Corporation does not generate sufficient funds from issuance of common stock, debt financing or purchase orders, it may be unable to fully implement its business plan and pay its obligations as they become due, any of which circumstances would have a material adverse effect on its business prospects, financial condition, and results of operations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5. Related Party Transactions Due to officers Amounts due to officers as of December 31, 2019 and 2018 are comprised of the following: 2019 2018 Ralph Hofmeier: Unsecured advances due to officer $ 17,778 $ 17,678 Accrued salaries 1,175,000 1,025,000 Total due to Ralph Hofmeier 1,192,778 1,042,678 Irma Velazquez: Unsecured advances due to officer 20,992 38,490 Accrued salaries 1,063,000 913,000 Total due to Irma Velazquez 1,083,992 951,490 $ 2,276,770 $ 1,994,168 Unsecured advances due to officers represent unreimbursed Corporation expenses paid by the officers on behalf of the Corporation. These advances are non-interest bearing and are due on demand. Accrued salaries represent amounts earned for services rendered in accordance with the employment agreements for the Corporations Chief Executive Officer and Chief Operating Officer but unpaid as of December 31, 2019 and 2018. As discussed further in Note 10, on January 9, 2020, accrued salaries totaling $2,238,000 were paid with the issuance of 2,044,190 shares of common stock and 3,780,976 shares of Series A preferred stock. Due to affiliate Effective February 1, 2013, the Corporation entered into an exclusive 10 year Technology Transfer Agreement and License Agreement (the Technology Transfer and License Agreement) with Swiss Water Tech Research & Development S.A. (SWATE), an entity owned and controlled by the Corporations Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. Under the terms of the agreement, SWATE: · will transfer to the Corporation the license to manufacture products developed by SWATE; · will provide all know-how and technical assistance necessary for the exploitation of their licensed patents and the manufacture of certain products; and · will grant the Corporation the use of certain related trademarks. During the ensuing years, the Corporation did not generate any revenue as a result of the products and licenses related to the Technology Transfer and License Agreement, accordingly the Corporation was only required to pay to SWATE a minimum annual royalty fee stipulated in the agreement. During 2013 the Corporation accrued the minimum fee of approximately $542,000 in accordance with the terms of the agreement, which was settled in 2014. Subsequently, SWATE waived licenses fees for the years ended December 31, 2014, 2015, 2016 and 2017. On January 5, 2018, the parties terminated the Technology Transfer and License Agreement. Further, it was agreed that the Company was entitled to manufacture the products only and exclusively for the concept of waste to energy without having to pay any further royalties until February 1, 2023. Effective with the termination of the Technology Transfer and License Agreement, all commercial activities between SWATE and the Company ceased. E On November 1, 2016, SWATE and the Corporation executed a Termination of its International Services Contract effective from December 31, 2016. It was further agreed that the outstanding balance at December 31, 2016 of $712,070 would be settled with the issuance of 712,070 restricted common shares of the Company. EAWC issued 712,070 shares on February 2, 2018, which were fair valued at $85,448. The difference of $626,622 was accounted for as a capital contribution from a related party. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Note 6. Other Current Liabilities Due to affiliate distributor Effective January 2017 the Company engaged EAWC Tecnologias Verdes, SA (EAWC-TV) to provide management services, including disbursement processing for $25,000 per month, totaling $300,000 annually. During the first quarter of 2017 and prior, EAWC-TV had been a borrower from EAWD. But starting in the second quarter of 2017 EAWC-TC began repaying EAWD. The balance due to at December 31, 2017 had decreased to $116,643. In April 2018, EAWC-TV completed the repayment of all funds previously borrowed from EAWD and continued to remit its own funds to EAWD suppliers on behalf of EAWD and in satisfaction of EAWD obligations to its suppliers. During the year ending December 31, 2018, EAWC-TV provided $300,000 of services plus $3,620 net in interest and remitted $170,483 to vendors in satisfaction of EAWD obligations. EAWD also remitted $20,000 to EAWC-TV. The balance due to EAWC-TV by EAWD at December 31, 2018 was $298,313. During the year ended December 31, 2019, EAWC-TV provided $200,000 of paid services and $100,000 of accrued services plus $13,389 net in interest and remitted $155,537 to vendors in satisfaction of EAWD obligations. EAWD also remitted $358,540 to EAWC-TV. The balance due to EAWC-TV by EAWD at December 31, 2019 was $4,959 in paid charges and $100,000 in unpaid services. Customer deposit In addition to providing management services and disbursement processing to EAWD as described above, EAWC-TV also functions as a distributor of EAWD products and engineering services. EAWC-TV, having secured EAWDs first customer, has placed a $550,000 order for a solar powered atmospheric water generator (AWG) for one of its customers. EAWC-TV and the Company agreed to accept a $303,742 reduction in the balance owed by EAWD to EAWC-TV as a deposit with EAWD related to this order. The deposit will be satisfied through delivery of the equipment when performance has occurred. The equipment is being built in Germany. Investor deposit On December 16, 2019, the Company received $10,000 from a potential investor to purchase 50,000 shares of the Companys common stock. The Company has not received the required signed and completed subscription stock purchase agreements and accordingly has not issued the shares. This deposit is recorded in the balance sheet as a transaction deposit until instructions are formalized and signed purchase documents are received. |
Convertible Loans Payable
Convertible Loans Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Loans Payable | Note 7. Convertible Loans Payable As of December 31, 2019 and 2018, the balance of convertible loans payable net of discount was $243,923 and $586, 825, respectively. The notes were issued in several different forms as discussed below. Convertible loans From December 2015 through December 2018, the Company issued convertible loans payable to an aggregate of 11 note holders, raising $586,825. These convertible loans are due on demand, unsecured, have no maturity date and are generally non-interest bearing although a few of the notes provide for 2% interest. The note holders have the option to convert the loans into 4,917,350 common shares at conversion prices ranging from $1.00 to $.05 per share. The conversion feature is exercisable for one year after the issuance date of the note. For older notes with expired conversion options, management granted an extension as requested. These convertible loans, issued in 2018 and prior, were determined to be solely debt without an equity portion as the Company has determined that these conversion options issued are not beneficial. As such, these convertible debentures have no equity portion and are presented as loans payables in the financial statements. The transaction price for these loans payable reflects the fair value of the instruments issued. During the year ended December 31, 2019, by mutual agreement between the Company and the debt holders, an aggregate of $546,824 of outstanding convertible debt was converted into 4,877,350 common shares of the Company at a conversion price ranging from $0.10 - $1.00 per share. In addition, the Company has issued 40,000 conditional shares to several note holders pending paperwork to complete the conversion. As of December 31, 2019 and December 31, 2018, the Company had outstanding convertible loans in this form of $40,000 and $586,825, respectively. Convertible notes with beneficial conversion feature During the first quarter of 2019, the Company issued two unsecured, convertible loans payable one for $50,000 and one for $48,000 which are due on February 19, 2020. The $50,000 note accrues no interest whereas the $48,000 note accrues interest at 2% per annum. Combined, the notes are convertible into 1,960,000 shares of the Companys common stock at $0.05 per share which is a discount to the market price on the date of the issuance (beneficial conversion feature). After performing an analysis of the conversion option under ASC Topic 815, Derivatives and Hedging and determined that the instrument does not qualify for derivative accounting treatment. The Company therefore performed an analysis if the conversion option was subject to a beneficial conversion feature and determined that it was. Accordingly, the Company recorded a debt discount of $98,000 for the value of the beneficial conversion feature. For the year ended December 31, 2019 and 2018 the Company amortized debt discount of $89,852 and $0, respectively. As of December 31, 2019 and December 31, 2018, the Company had outstanding convertible loans with a beneficial conversion feature of $98,000 and $0, respectively, less unamortized debt discount of $8,148 and $0, respectively. As discussed further below, o n August 7, 2019, the Company entered into an $110,000 8% unsecured, convertible note that contained an embedded derivative which made the number of shares to be issued under the notes to be indeterminate. Due to the fact that the number of shares issuable are indeterminate, the The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions 08/07/19 12/31/19 (1) dividend yield of 0% 0% (2) expected volatility of 232.19% 98.05% (3) weighted average risk-free interest rate of 1.75% 1.48% (4) expected life of .46 years 0.06 years (5) estimated fair value $0.2847 $0.1450 The derivative liability related to these convertible notes was $413,795 and $0 as of December 31, 2019, and 2018, respectively. During the years ended December 31, 2019 and 2018, the Company recorded a gain of $255,505 and $0, respectively, related to the change in fair value on the convertible notes. Convertible notes with a variable conversion feature On August 7, 2019, the Company entered into an $110,000 8%, unsecured, convertible note to provide interim financing. The note bears interest at the rate of 8% per annum. All interest and principal must be repaid before or on August 7, 2020. The note is convertible into common stock, at the holders option, at a price equal to 70% of the lowest closing bid price of the common stock during the 20 trading day period prior to conversion. In the event the Company prepays the note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by: (i) 115% if prepaid during the period commencing on the closing date through 60 days thereafter, (ii) 120% if prepaid 61 days following the closing through 120 days following the closing, and (iii) 135% if prepaid 121 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment. The Company has identified the embedded derivatives related to the above described note. This embedded derivative included variable conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivative as of the inception date of the note and to fair value as of each subsequent reporting date. The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions 08/07/19 12/31/19 (1) dividend yield of 0% 0% (2) expected volatility of 316.63% 215.22% (3) weighted average risk-free interest rate of 1.75% 1.60% (4) expected life of 1.00 years 0.72 years (5) estimated fair value $0.2983 $0.1409 At the inception of the note, August 7, 2019, the Company determined the aggregate fair value of the embedded derivatives was $183,809 which resulted in a $73,809 loss from fair value charged to current period operations. The Company recorded $110,000 as a derivative liability discount at inception. At December 31, 2019, the Company determined the aggregate fair value of the embedded derivatives had fallen to $129,477 which resulted in a $54,332 change in fair value credited to current period operations. The loss for the period due to change in fair value was $19,477. For the years ended December 31, 2019 and 2018 the Company also had a note balance of $110,000 and $0, respectively, less $70,540 and $0 of unamortized note discount, respectively. As of December 31, 2019 and December 31, 2018, the Company had an outstanding derivative liability of $129,477 and $0, respectively. Fair value as of December 31, 2018 $ Fair value on the date of issuance recorded as debt discount 183,809 Fair value on the date of issuance recorded as loss on derivative (73,809 ) Gain on change in fair value of derivatives (255,505 ) Reclassification of tainted notes to derivative 559,300 Fair value as of December 31, 2019 $ 413,795 Convertible notes with purchase option On or about November 19, 2019, the Company issued two Non-interest bearing convertible notes aggregating $122,000. The notes mature 1 year from issuance and are convertible into 610,000 shares of common stock or $0.20 per share. The notes also contained an option to purchase an additional 610,000 for $0.20 per share. We evaluate the notes under ASC 815-40-25-39 and determined that they were conventional convertible notes as they do not have an adjustable conversion option. The fair value of the purchase option was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions 11/19/19 (1) dividend yield of 0% (2) expected volatility of 242.12% (3) weighted average risk-free interest rate of 1.53% (4) expected life of 1.00 years (5) estimated fair value $0.1027 At the inception of the note, the Company determined the relative fair value of the purchase option was $54,159. As of December 31, 2019 and December 31, 2018, the Company had outstanding convertible loans with a purchase option of $122,000 and $0, respectively, less unamortized debt discount of $47,389 and $0, respectively. For the year ended December 31, 2019 and 2018 the Company amortized debt discount of $6,770 and $0, respectively. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Deficit | Note 8. Shareholders Deficit Preferred Stock Authorized: 500,000,000 shares of voting preferred stock with a par value of $0.001. No shares issued or outstanding. Common Stock Authorized: 1,000,000,000 shares of voting common stock with a par value of $0.0001. During fiscal 2018, the Company issued 712,070 of common shares to a related party in satisfaction of an outstanding liability. The transaction was valued at $85,448, however, since a related party was involved, $626,622 of value was recorded as a capital contribution. During fiscal 2019, the Company sold 211,200 shares of common stock to investors providing $43,200 in proceeds and issued 420,000 shares as payment of $126,000 for services. The Company also issued 4,877,350 shares in satisfaction of $546,824 in convertible notes. In addition, the Company recorded 40,000 valued at $40 in par value of conditional shares issued to shareholders. |
Stock Option Plan
Stock Option Plan | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Plan | Note 9. Stock Option Plan On January 2, 2012, the Corporations Board of Directors approved the creation of the 2012 Non-Qualified Stock Option Plan (the 2012 Plan). The 2012 Plan provides for the issuance of incentive stock options to designated employees, certain key advisors and non-employees members of the Board of Directors with the opportunity to receive grant awards to acquire, in the aggregate, up to 5,000,000 shares of the Corporations common stock. A summary of information regarding the Corporations common stock options outstanding is as follows: Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Term (Years) Outstanding at December 31, 2017 2,200,000 $ 0.10 3.0 Issued Exercised Outstanding at December 31, 2018 2,200,000 0.10 2.0 Issued Exercised Outstanding at December 31, 2019 2,200,000 $ 0.10 1.0 The above outstanding options were granted on January 1, 2012, to a former Corporations executive. The options vest 20,000 options per month with 2,200,000 being vested and exercisable at December 31, 2018. During the years ended December 31, 2019 and 2018, the Corporation did not recognize any stock-based compensation expense as the options were fully vested at December 31, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Commitments Employment Agreements The Corporation entered into employment agreements with its Chief Executive Officer, Mr. Ralph Hofmeier, and its Chief Operating Officer, Ms. Irma Velazquez (collectively the Employment Agreements), effective January 1, 2012. Under the Employment Agreements, the Corporation will pay each of Mr. Hofmeier and Ms. Velazquez an annual base salary of $125,000 during the first year and $150,000 during the second year and forward. Any increase to the annual base salary after the second year is subject to approval by the Corporations Board of Directors. The Employment Agreements each has initial terms of ten (10) years and is automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew. Lease On March 1, 2016, the Corporation leased US office space at 3250 Mary Street, Suite 303 Coconut Grove FL 33133 USA from its counsel for monthly rent payments of $300 on a month to month basis. Rent was waived from March 2016 through July 2017. Rent expense in the years ending December 31, 2019 and 2018 amounted to $2,736 and $3,600, respectively. Contingencies From time to time, the Corporation may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. While the outcome and impact of currently pending legal proceedings cannot be predicted with certainty, the Corporations management and legal counsel believe that the resolution of these proceedings through settlement or adverse judgment will not have a material adverse effect on its consolidated operating results, financial position or cash flows. Litigation Norwood CocoGrove EAWD vs Packard and Co-Defendant Nick Norwood - The company is requesting the proof of payment for shares issued in 2008. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes On December 22, 2017, the US Congress enacted the Tax Cuts and Jobs Act (Tax Reform Legislation), which made significant changes to US federal income tax law affecting us including a reduction in the corporate tax rate to 21% for tax years beginning with 2018. These changes will impact changes in our valuation allowance, components of our tax rate reconciliation and realization of loss carryforwards. The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The Company did not have an income tax provision or benefit for the year ended December 31, 2019 and 2018. The Company has incurred losses and therefore has provided a full valuation against net deferred tax assets as December 31, 2019 and 2018. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the year ended December 31, 2019 and 2018 were as follows: 2019 2018 Income tax benefit at U.S. statutory rate of 21% Net operating loss carryforward $ (125,809 ) $ (168,218 ) State income tax net of Federal benefits (26,030 ) (34,805 ) Adjustment to 2018 NOL carryforward to 21% tax rate 1,071,247 Non-deductible expenses Change in valuation allowance 151,839 (868,224 ) Total provision for income tax $ $ The Companys approximate net deferred tax assets as of December 31, 2019 and 2018 were as follows: 2019 2018 Deferred tax assets Net operating loss carryforward $ 2,022,693 $ 1,870,854 Total deferred tax assets 2,022,693 1,870,854 Valuation allowance (2,022,693 ) (1,870,854 ) Net deferred tax assets $ $ Net operating loss carry-forwards in the amount of approximately $7.9 million will expire beginning December 31, 2033. The net change in the valuation allowance for the years ended December 31, 2019 and 2018 was an increase of $151,839 and a decrease of $868,224, respectively. The valuation allowance increased as a result of losses in the current period. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events · The Company has begun the process of registration for a branch in Hamburg, Germany, but intends to maintain its principal place of business in the United States. The Company has initiated an agreement with Florida Registered Agent LLC to provide a registered address, mail and call forwarding services. The contract is renewable annually. · On January 9th, 2020, written consent was signed by board of Directors to amend and restated articles of incorporation of EAWD to provide for 3,780,976 shares of a new class of Series A preferred Stock. The Series A preferred shares are voting at the conversion rate, receive dividends at the conversion rate and are convertible at 1 Series A share for 5 common shares. · On January 9, 2020, settlement and release agreements were signed by Ralph Hofmeier and Irma Velazquez regarding the accrued compensation due to each of them. Ralph Hofmeier received 1,022,095 common shares and 2,002,488 Series A preferred shares in satisfaction of $1,175,000 of accrued salaries. Irma Velazquez received 1,022,095 common shares and 1,778,488 Series A preferred shares in satisfaction of $1,063,000 of accrued salaries. · Between February 12, 2020 and March 6, 2020, the Company entered into seven convertible notes with private lenders, that accrue no interest, are unsecured mature in one year and are convertible at $0.10 per share. The Company raised $97,000 in which can be converted into 970,000 common shares. The note holders have a warrant to acquire an additional 970,000 shares. · On January 23, 2020 and February 27, 2020, the Company entered into two convertible notes with an equity lender, that accrues 8% interest, mature in one year and are convertible at variable rates based on 70% of market price of the common shares trailing 20 days. The Company raised $120,000 net of $10,000 of original issue discount. · I n February and March 2020 the Company issued a total of 738,311 shares of common stock to a lender to convert $38,500 of debt. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Energy and Water Development Corp. (formerly Eurosport Active World Corp.) and its wholly-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. Certain reclassifications have been made in Fiscal 2018 results to conform to the presentation used in Fiscal 2019. These reclassifications had no effect on the reported results of operations of the Company. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the consolidated financial statements include estimates relating to the determination of impairment of assets, assessment of going concern, the useful life of property and equipment, the determination of the fair value of stock-based compensation, and the recoverability of deferred income tax assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no cash and cash equivalents at December 31, 2019 and 2018. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Prepaid, Other Current Assets, Accounts Payable Accrued Expenses, Accrued Salaries, complex conversion features in note instruments and Other Current Liabilities. The carrying amounts of these items approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. Described below are the three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities, Level 2 Observable prices that are based on inputs not quoted on active markets, but corroborated by market data, Level 3 Unobservable inputs are used when little or no market data is available. The application of the three levels of the fair value hierarchy under ASC Topic 820-10-35, our derivative liabilities as of December 31, 2019 and December 31, 2018, were $413,795 and $0, respectively and measured on Level 3 inputs. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of the valuation allowance. A valuation allowance is applied when in managements view it is more likely than not (50%) that such deferred tax will not be utilized. ASC 740 provides interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In the unlikely event that an uncertain tax position exists in which the Corporation could incur income taxes, the Corporation would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. A liability for uncertain tax positions would then be recorded if the Corporation determined it is more likely than not that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable. As of December 31, 2019 and 2018, the Corporation does not believe any uncertain tax positions exist that would result in the Corporation having a liability to the taxing authorities. The Corporations policy is to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense and general and administrative expense, respectively, in the consolidated statement of operations. The Corporations tax returns for the years ended 2012 through 2018 are subject to examination by the federal and state tax authorities. The Corporations tax returns for the tax year ended 2019 have not been filed. |
Stock-Based Payments | Stock-Based Payments In June 2018, the FASB issued ASU 2018-07, Improvements to Non-Employee Share-Based Payment Accounting, Compensation Stock Compensation. The Corporation follows ASC 718, Compensation Stock Compensation, in accounting for its stock-based payments. This standard states that compensation cost or the value of stock issued for services is measured at the grant date based on the value of the stock granted and is recognized over the vesting or service period. |
Loss Per Common Share | Loss Per Common Share The Corporation accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10 , Earnings Per Share, For the years ended December 31, 2019 and 2018, an aggregate of 2,200,000 stock options to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive. As discussed more fully in Note 6, convertible note holders have the option of converting their loans into common shares commencing on February 19, 2019, the completion of an approved S-1 registration of its common shares. Some note holders were also granted warrants to purchase additional shares, however these warrants expired after one year from the date of the note. Convertible note holders began exercising their conversion feature in Q2 2019 and as of December 31, 2019, had converted $546,824 of debt into 4,877,350 common shares. If the remaining convertible note holders of unexercised notes exercised their conversion feature and additional purchase option, they would represent 5,380,000 and 4,917,350 in additional common shares at December 31, 2019 and December 31, 2018, respectively. The potential shares from both the conversion feature and the rights to purchase additional shares were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive. |
Related Party Transactions | Related Party Transactions A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. A related party is generally defined as: (i) any person that holds 10% or more of the Companys securities including such persons immediate families, (ii) the Companys management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Due to Officers | Amounts due to officers as of December 31, 2019 and 2018 are comprised of the following: 2019 2018 Ralph Hofmeier: Unsecured advances due to officer $ 17,778 $ 17,678 Accrued salaries 1,175,000 1,025,000 Total due to Ralph Hofmeier 1,192,778 1,042,678 Irma Velazquez: Unsecured advances due to officer 20,992 38,490 Accrued salaries 1,063,000 913,000 Total due to Irma Velazquez 1,083,992 951,490 $ 2,276,770 $ 1,994,168 |
Convertible Loans Payable (Tabl
Convertible Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Outstanding Derivative Liability | Fair value as of December 31, 2018 $ Fair value on the date of issuance recorded as debt discount 183,809 Fair value on the date of issuance recorded as loss on derivative (73,809 ) Gain on change in fair value of derivatives (255,505 ) Reclassification of tainted notes to derivative 559,300 Fair value as of December 31, 2019 $ 413,795 |
Convertible Notes Beneficial Conversion Feature [Member] | |
Black Scholes Option Pricing Model Assumptions | The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions 08/07/19 12/31/19 (1) dividend yield of 0% 0% (2) expected volatility of 232.19% 98.05% (3) weighted average risk-free interest rate of 1.75% 1.48% (4) expected life of .46 years 0.06 years (5) estimated fair value $0.2847 $0.1450 |
Convertible Notes Variable Conversion Feature [Member] | |
Black Scholes Option Pricing Model Assumptions | The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions 08/07/19 12/31/19 (1) dividend yield of 0% 0% (2) expected volatility of 316.63% 215.22% (3) weighted average risk-free interest rate of 1.75% 1.60% (4) expected life of 1.00 years 0.72 years (5) estimated fair value $0.2983 $0.1409 |
Convertible Notes Purchase Option [Member] | |
Black Scholes Option Pricing Model Assumptions | The fair value of the purchase option was determined using the Black Scholes Option Pricing Model based on the following assumptions: Assumptions 11/19/19 (1) dividend yield of 0% (2) expected volatility of 242.12% (3) weighted average risk-free interest rate of 1.53% (4) expected life of 1.00 years (5) estimated fair value $0.1027 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Options Outstanding | A summary of information regarding the Corporations common stock options outstanding is as follows: Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Term (Years) Outstanding at December 31, 2017 2,200,000 $ 0.10 3.0 Issued Exercised Outstanding at December 31, 2018 2,200,000 0.10 2.0 Issued Exercised Outstanding at December 31, 2019 2,200,000 $ 0.10 1.0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income tax reconciliation | The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the year ended December 31, 2019 and 2018 were as follows: 2019 2018 Income tax benefit at U.S. statutory rate of 21% Net operating loss carryforward $ (125,809 ) $ (168,218 ) State income tax net of Federal benefits (26,030 ) (34,805 ) Adjustment to 2018 NOL carryforward to 21% tax rate 1,071,247 Non-deductible expenses Change in valuation allowance 151,839 (868,224 ) Total provision for income tax $ $ |
Deferred tax assets | The Companys approximate net deferred tax assets as of December 31, 2019 and 2018 were as follows: 2019 2018 Deferred tax assets Net operating loss carryforward $ 2,022,693 $ 1,870,854 Total deferred tax assets 2,022,693 1,870,854 Valuation allowance (2,022,693 ) (1,870,854 ) Net deferred tax assets $ $ |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Aug. 07, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock issued to retire convertible debt | $ 546,824 | ||
Derivative liability | 413,795 | ||
Convertible Notes Beneficial Conversion Feature [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Derivative liability | 284,318 | 0 | |
Convertible Notes Variable Conversion Feature [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Derivative liability | 129,477 | $ 0 | $ 183,809 |
Convertible Note [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Debt converted | $ 546,824 | ||
Shares issued | 4,877,350 | ||
Convertible Notes Conversion Features [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 5,380,000 | 4,917,350 | |
Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 2,200,000 | 2,200,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Going Concern | ||
Operating losses | $ (11,944,919) | $ (11,016,304) |
Net loss | (928,615) | $ (801,445) |
Working capital deficit | $ 4,360,260 |
Related Party Transactions (Det
Related Party Transactions (Details 1) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Jan. 09, 2020 | Dec. 31, 2013 | Feb. 01, 2013 | |
Related Party Transaction [Line Items] | ||||
Minimum fee accrued with terms of agreement | $ 542,000 | |||
Monthly service fee | $ 35,000 | |||
Common stock issued to satisfy related party liability | $ 85,448 | |||
Capital contribution on settlement of related party liability | 626,622 | |||
Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock issued to satisfy related party liability | $ 712 | |||
Common stock issued to satisfy related party liability Shares | 712,070 | |||
Subsequent Event [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued salary satisfied with stock | $ 2,238,000 | |||
Subsequent Event [Member] | Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock issued accrued salary | 2,044,190 | |||
Subsequent Event [Member] | Series A preferred Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock issued accrued salary | 3,780,976 |
Related Party Transactions (D_2
Related Party Transactions (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Due to officers | $ 2,276,770 | $ 1,994,168 |
Ralph Hofmeier [Member] | ||
Related Party Transaction [Line Items] | ||
Unsecured advances due to officer | 17,778 | 17,678 |
Accrued salaries | 1,175,000 | 1,025,000 |
Due to officers | 1,192,778 | 1,042,678 |
Irma Velazquez [Member] | ||
Related Party Transaction [Line Items] | ||
Unsecured advances due to officer | 20,992 | 38,490 |
Accrued salaries | 1,063,000 | 913,000 |
Due to officers | $ 1,083,992 | $ 951,490 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |||
Monthly management fee | $ 25,000 | ||
Annual management fees | 300,000 | ||
Management services provided | 200,000 | $ 300,000 | |
Management services accrued | 100,000 | ||
Interest on management services | 13,389 | 3,620 | |
Management services remitted to vendors | 155,537 | 170,483 | |
Additional management services remitted to vendor | 358,540 | 20,000 | |
Due to affiliate | 4,959 | $ 298,313 | |
Due from affiliate | $ 116,643 | ||
Due to affiliate unpaid services | 100,000 | ||
Deposit | 303,742 | ||
Proceeds from investor | $ 10,000 | ||
Shares purchased potential investor | 50,000 |
Convertible Loans Payable (Deta
Convertible Loans Payable (Details 1) - USD ($) | Nov. 19, 2019 | Aug. 07, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Short-term Debt [Line Items] | ||||
Convertible loan payables | $ 243,923 | $ 586,825 | ||
Amortization debt discount | 136,082 | |||
Derivative liability | 413,795 | |||
Derivative liability discount | 110,000 | |||
Gain (loss) from fair value | 255,505 | |||
Reclassification of tainted notes | 559,300 | |||
Debt discount related to warrant purchase option | 54,159 | |||
Convertible Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Convertible loan payables | $ 40,000 | 586,825 | ||
Conditional shares | 40,000 | |||
Debt converted | $ 546,824 | |||
Shares issued | 4,877,350 | |||
Number of common shares that can be issued in conversion | 4,917,350 | |||
Debt conversion price | $ 0.05 | |||
Convertible Notes Beneficial Conversion Feature [Member] | ||||
Short-term Debt [Line Items] | ||||
Convertible loan payables | $ 98,000 | 0 | ||
Discount | 8,148 | 0 | ||
Amount | $ 98,000 | |||
Interest rate | 2.00% | |||
Number of common shares that can be issued in conversion | 1,960,000 | |||
Debt conversion price | $ 0.05 | |||
Amortization | $ 89,852 | 0 | ||
dividend yield of | 0.00% | 0.00% | ||
expected volatility of | 232.19% | 98.05% | ||
weighted average risk-free interest rate of | 1.75% | 1.48% | ||
expected life of | 5 months 16 days | 22 days | ||
estimated fair value | $ 0.2847 | $ 0.1450 | ||
Derivative liability | $ 284,318 | 0 | ||
Gain (loss) from fair value | 255,505 | 0 | ||
Convertible Notes Variable Conversion Feature [Member] | ||||
Short-term Debt [Line Items] | ||||
Convertible loan payables | 110,000 | 0 | ||
Initial loss convertible note | 73,809 | |||
Discount | 70,540 | 0 | ||
Amount | $ 110,000 | |||
Interest rate | 8.00% | |||
dividend yield of | 0.00% | 0.00% | ||
expected volatility of | 316.63% | 215.22% | ||
weighted average risk-free interest rate of | 1.75% | 1.60% | ||
expected life of | 1 year | 8 months 19 days | ||
estimated fair value | $ 0.2983 | $ 0.1409 | ||
Derivative liability | $ 183,809 | $ 129,477 | 0 | |
Gain (loss) from fair value | $ (73,809) | 54,332 | ||
Convertible Notes Purchase Option [Member] | ||||
Short-term Debt [Line Items] | ||||
Convertible loan payables | 122,000 | 0 | ||
Amortization debt discount | 47,389 | 0 | ||
Discount | 47,389 | $ 0 | ||
Amount | $ 122,000 | |||
Number of common shares that can be issued in conversion | 610,000 | |||
Debt conversion price | $ 0.20 | |||
dividend yield of | 0.00% | |||
expected volatility of | 242.12% | |||
weighted average risk-free interest rate of | 1.53% | |||
expected life of | 1 year | |||
estimated fair value | $ 0.1027 | |||
Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt conversion price | 0.05 | |||
Minimum [Member] | Convertible Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt conversion price | 0.10 | |||
Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt conversion price | 1 | |||
Maximum [Member] | Convertible Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt conversion price | $ 1 |
Convertible Loans Payable (De_2
Convertible Loans Payable (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Fair value as of December 31, 2018 | ||
Fair value on the date of issuance recorded as debt discount | 183,809 | |
Fair value on the date of issuance recorded as loss on derivative | (73,809) | |
Gain on change in fair value of derivatives | (255,505) | |
Reclassification of tainted notes | 559,300 | |
Fair value as of December 31, 2019 | $ 413,795 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred stock, share issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock issued to satisfy related party liability | $ 85,448 | |
Capital contribution on settlement of related party liability | 626,622 | |
Sale of common stock | $ 43,200 | |
Common stock issued for services | 126,000 | |
Common stock issued to satisfy convertible debt | 546,824 | |
Proceeds from sale of stock | 43,200 | |
Conditional shares issued to debt holders | ||
Common Stock [Member] | ||
Common stock issued to satisfy related party liability | $ 712 | |
Common stock issued to satisfy related party liability Shares | 712,070 | |
Sale of common stock | $ 211 | |
Sale of common stock Shares | 211,200 | |
Common stock issued for services | $ 420 | |
Common stock issued for services Shares | 420,000 | |
Common stock issued to satisfy convertible debt | $ 4,877 | |
Common stock issued to satisfy convertible debt Shares | 4,877,350 | |
Conditional shares issued to debt holders | $ 40 | |
Conditional shares issued to debt holders Shares | 40,000 |
Stock Option Plan (Details 1)
Stock Option Plan (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Total awards authorized | 5,000,000 | |
Stock options vesting per month | 20,000 | |
Stock options vested and exercisable | 2,200,000 | |
Stock-based compensation expense |
Stock Option Plan (Details 2)
Stock Option Plan (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Number of Shares Outstanding beginning | 2,200,000 | 2,200,000 | |
Issued | |||
Exercised | |||
Number of Shares Outstanding ending | 2,200,000 | 2,200,000 | 2,200,000 |
Weighted Average Exercise Price Outstanding beginning | $ 0.10 | $ 0.10 | |
Issued | |||
Exercised | |||
Weighted Average Exercise Price Outstanding ending | $ 0.10 | $ 0.10 | $ 0.10 |
Weighted Average Remaining Contractual Term | 1 year | 2 years | 3 years |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Monthly payment | $ 300 | |
Rent expense | 2,736 | $ 3,600 |
Ralph Hofmeier [Member] | ||
Salary | 125,000 | |
Salary second year | 150,000 | |
Irma Velazquez [Member] | ||
Salary | 125,000 | |
Salary second year | 150,000 | |
Norwood [Member] | ||
Damages sought | 107,872 | |
Coco Grove [Member] | ||
Damages sought | $ 84,393 | |
Interest rate | 6.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||
Change valuation allowance | $ 151,839 | $ (868,224) |
Net operating loss carry-forwards | $ 7,900,000 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Tax computed at statutory federal income tax rate | 21.00% | 21.00% |
Net operating loss carryforward | $ (125,809) | $ (168,218) |
State income tax net of Federal benefits | (26,030) | (34,805) |
Adjustment to 2018 NOL carryforward to 21% tax rate | 1,071,247 | |
Non-deductible expenses | ||
Change in valuation allowance | 151,839 | (868,224) |
Income tax expense |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
Net operating loss carryforward | $ 2,022,693 | $ 1,870,854 |
Total deferred tax assets | 2,022,693 | 1,870,854 |
Less valuation allowance | (2,022,693) | (1,870,854) |
Net deferred tax assets |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 27, 2020 | Mar. 31, 2020 | Mar. 06, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 09, 2020 |
Subsequent Event [Line Items] | ||||||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 | ||||
Proceeds from shareholders' convertible debentures | $ 330,000 | $ 20,000 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Accrued salary satisfied with stock | $ 2,238,000 | |||||
Subsequent Event [Member] | Six Convertible Notes [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from shareholders' convertible debentures | $ 97,000 | |||||
Number of common shares issued conversion | 970,000 | |||||
Warrants | 970,000 | |||||
Debt conversion price | $ 0.10 | |||||
Subsequent Event [Member] | Equity Lender Convertible Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from shareholders' convertible debentures | $ 120,000 | |||||
Interest rate | 8.00% | |||||
Debt discount | $ 10,000 | |||||
Subsequent Event [Member] | Lender [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares of common stock to a lender | 738,311 | |||||
Debt converted | $ 38,500 | |||||
Subsequent Event [Member] | Ralph Hofmeier [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Accrued salary satisfied with stock | $ 1,175,000 | |||||
Subsequent Event [Member] | Irma Velazquez [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued accrued salary | 1,022,095 | |||||
Subsequent Event [Member] | Series A preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, shares authorized | 3,780,976 | |||||
Stock issued accrued salary | 3,780,976 | |||||
Subsequent Event [Member] | Series A preferred Stock [Member] | Ralph Hofmeier [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued accrued salary | 2,002,488 | |||||
Subsequent Event [Member] | Series A preferred Stock [Member] | Irma Velazquez [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Accrued salary satisfied with stock | $ 1,063,000 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued accrued salary | 2,044,190 | |||||
Subsequent Event [Member] | Common Stock [Member] | Ralph Hofmeier [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued accrued salary | 1,022,095 | |||||
Subsequent Event [Member] | Common Stock [Member] | Irma Velazquez [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued accrued salary | 1,778,488 |