Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 23, 2021 | Jun. 30, 2020 | |
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, 2020 | ||
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 | 139,578,193 | ||
Entity Public Float | $ 7,206,087 | ||
Auditor Attestation Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Incorporation State Country Name | FL | ||
Entity File Number | 000-56030 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 12,047 | |
Accounts receivable | 52,761 | |
Deferred cost | 350,000 | |
Prepaid expenses and other current assets | 14,184 | 30,375 |
TOTAL CURRENT ASSETS | 428,992 | 30,375 |
TOTAL ASSETS | 428,992 | 30,375 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 902,226 | 957,670 |
Customer/investor deposit | 313,742 | |
Deferred revenue | 550,000 | |
Due to affiliate distributor | 4,959 | |
Convertible loan payables, net of discount | 149,241 | 243,923 |
Due to officers | 84,676 | 2,276,770 |
Derivative liability | 310,641 | 413,795 |
TOTAL CURRENT LIABILITIES | 1,996,784 | 4,210,859 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, par value $.001 per share; 500,000,000 shares authorized, 9,780,976 and 0 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 9,781 | |
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 123,316,886 and 93,462,483 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 123,316 | 93,462 |
Additional paid in capital | 17,657,038 | 7,491,197 |
Accumulated deficit | (19,357,927) | (11,765,143) |
TOTAL STOCKHOLDERS' DEFICIT | (1,567,792) | (4,180,484) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 428,992 | $ 30,375 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 9,780,976 | 0 |
Preferred stock, shares outstanding | 9,780,976 | 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 | 123,316,886 | 93,462,483 |
Common stock, shares outstanding | 123,316,886 | 93,462,483 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
GENERAL and ADMINISTRATIVE EXPENSES | ||
Management fees to affiliate | $ 325,000 | $ 300,000 |
Officers' salaries and payroll taxes | 6,000,000 | 300,000 |
Professional fees | 535,488 | 339,605 |
Travel and entertainment | 33 | 8,082 |
Other general and administrative expenses | 299,223 | 18,266 |
TOTAL GENERAL and ADMINISTRATIVE EXPENSES | 7,159,744 | 965,953 |
LOSS FROM OPERATIONS | (7,159,744) | (965,953) |
OTHER INCOME (EXPENSE) | ||
Change in fair value of derivative | 1,257,473 | 255,505 |
Interest expense | (1,690,513) | (195,217) |
TOTAL OTHER INCOME (EXPENSE) | (433,040) | 60,288 |
LOSS BEFORE TAXES | (7,592,784) | (905,665) |
TAXES | ||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ (7,592,784) | $ (905,665) |
Loss per common share - Basic and diluted | $ (0.07) | $ (0.01) |
Weighted average number of common shares outstanding - Basic and diluted | 103,498,314 | 91,264,815 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
BALANCE at Dec. 31, 2018 | $ 87,914 | $ 7,187,862 | $ (10,859,478) | $ (3,583,702) | |
BALANCE, shares at Dec. 31, 2018 | 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) | ||||
Debt discount | 54,159 | 54,159 | |||
Net loss | (905,665) | (905,665) | |||
BALANCE at Dec. 31, 2019 | $ 93,462 | 7,491,197 | (11,765,143) | (4,180,484) | |
BALANCE, shares at Dec. 31, 2019 | 93,462,483 | ||||
Sale of common stock | $ 5,256 | 473,684 | 478,940 | ||
Sale of common stock Shares | 5,256,111 | ||||
Common stock issued for services | $ 3,940 | 1,966,960 | 1,970,900 | ||
Common stock issued for services Shares | 3,940,000 | ||||
Common stock and preferred stock issued to officers for services | $ 5,400 | $ 10,000 | 4,184,600 | 4,200,000 | |
Common stock and preferred stock issued to officers for services Shares | 5,400,000 | 10,000,000 | |||
Common and preferred stock issued to officers for accrued salary | $ 4,381 | $ 2,044 | 2,531,575 | 2,538,000 | |
Common and preferred stock issued to officers for accrued salary Shares | 4,380,976 | 2,044,190 | |||
Common stock issued to satisfy convertible debt | $ 8,334 | 562,666 | 571,000 | ||
Common stock issued to satisfy convertible debt Shares | 8,334,361 | ||||
Stock issued for interest and fees | $ 280 | 14,720 | 15,000 | ||
Stock issued for interest and fees Shares | 279,741 | ||||
Derivative reduction due to conversion | 455,576 | 455,576 | |||
Debt discount | (23,940) | (23,940) | |||
Net loss | (7,592,784) | (7,592,784) | |||
BALANCE at Dec. 31, 2020 | $ 9,781 | $ 123,316 | $ 17,657,038 | $ (19,357,927) | $ (1,567,792) |
BALANCE, shares at Dec. 31, 2020 | 9,780,976 | 123,316,886 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,592,784) | $ (905,665) |
Reconciliation of net loss to net cash used in operating activities | ||
Stock based compensation | 4,200,000 | |
Preferred shares issued for services | 300,000 | |
Amortization of debt discount | 1,683,712 | 136,082 |
Change in fair value of derivative liability | (1,257,473) | (255,505) |
Common Stock issued for services | 1,970,900 | 126,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (52,761) | |
Other current assets | (333,809) | (30,375) |
Accounts payable and accrued expenses | (64,383) | 253,274 |
Other current liabilities | 236,258 | 323,742 |
Due to affiliates | (4,959) | (293,355) |
Due to officers | 45,906 | 282,602 |
Accrued management compensation | (10,000) | |
NET CASH USED IN OPERATING ACTIVITIES | (869,393) | (373,200) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
NET CASH PROVIDED BY INVESTING ACTIVITIES | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible debt, net | 402,500 | 330,000 |
Proceeds from sale of stock | 478,940 | 43,200 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 881,440 | 373,200 |
Net change in cash | 12,047 | |
Cash, beginning of year | ||
Cash, end of year | 12,047 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Derivative liability discount | 1,609,895 | 110,000 |
Reclassification of equity to liability for derivatives | 455,576 | |
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 | |
Common 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, 2020 | |
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. (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, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Correction of Prior Period Information year ended December 31, 2019, regards to taxes accrued and expensed for the period then ended. the Company reduced accounts payable and accrued expenses and accumulated deficit in the amount of $179,776, and the Company reduced officers salaries and taxes in the amount of $22,950. Net loss for the year ended December 31, 2019 , decreased by $22,950. In accordance with the SEC´s Basis of Presentation The financial statements include the accounts of Energy and Water Development Corp. and 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. Use of Estimates The preparation of 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 financial statements include estimates relating to the determination of impairment of assets, assessment of going concern, the determination of the fair value of stock-based compensation, and the recoverability of deferred income tax assets. Leases Effective January 1, 2019, the Company adopted ASC 842- Leases (ASC 842). The lease standard provided a number of optional practical expedients in transition. The Company elected the package of practical expedients. As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease; did not have to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The lease standard also provides practical expedients for an entitys ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize right-of-use (ROU) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases. The Company elected the practical expedient to not separate lease and non-lease components for certain classes of assets (facilities). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company does not have operating or financing leases. Cash The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has $12,047 and $0 cash at December 31, 2020 and 2019. Fair Value of Financial Instruments 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, 2020 and December 31, 2019, were $310,641 and $413,795, respectively and measured on Level 3 inputs. Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company adjusts derivative financial instruments to fair value on a recurring basis. 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, 2020 and 2019, 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 statement of operations. The Corporations tax returns for the years ended 2012 through 2019 have been filed and are subject to examination by the federal and state tax authorities. The Corporations tax returns for the tax year ended 2020 have not been filed. Stock-Based Payments The Company adopted Accounting Standards Update 2018-07 (ASU 2018-07), Improvement to Nonemployee Share Based Payment Accounting, which expanded the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance was applied prospectively to all new awards granted after the date of adoption. In addition, the guidance was applied to all existing equity-classified awards for which a measurement date has not been established under ASC 505-50 by the adoption date by remeasuring at fair value as of the adoption date and recording a cumulative effect adjustment to opening accumulated deficit on January 1, 2019. For the Companys equity-classified awards for which a measurement date has not been established under ASC 505-50, the fair value on January 1, 2019, the adoption date, approximated the value assigned on December 31, 2018, therefore no cumulative adjustment to opening accumulated deficit was required. Under the revised guidance, the accounting for awards issued to non-employees will be similar to the model for employee awards, except that ASU 2018-07: ● allows the Company to elect on an award-by-award basis to use the contractual term as the expected term assumption in the option pricing model, and ● the cost of the grant is recognized in the same period(s) and in the same manner as if the grantor had paid cash. Employee and Non-Employee Share Based Compensation The Company applies ASC 718-10, Share-Based Payment, which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including employee stock options under the Companys stock plans and equity awards issued to non-employees based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods. The Company recognizes share based award forfeitures as they occur. The Company estimates the fair value of granted option equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the simplified method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company. 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. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company has not generated any revenues to date. 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, 2020 and 2019, 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 purchase otptions to purchase additional shares, however these purchase options 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 2,406,227 and 5,380,000 in additional common shares at December 31, 2020 and December 31, 2019, 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, 2020 | |
Accounting Standards Update and Change in Accounting Principle [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 financial statements. The following are a summary of recent accounting developments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entitys Own Equity (Subtopic 815-40). |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Going Concern | |
Going Concern | Note 4. Going Concern The Company delivered its first equipment sale on December 26, 2020. The Company will recognize the sale for $550,000 net of costs of $350,000 and earning a $200,000 gross profit once the installation is complete. The next operational step to accomplish is to achieve sufficient sales volume to achieve net income. The Company has incurred operating losses since it began operations (December 2012) totaling $19,357,927 at December 31, 2020. During the year ended December 31, 2020, the Company incurred net losses of $7,592,784. The Company also incurred a working capital deficit of $1,567,791 at December 31, 2020. We are an early-stage company and have generated losses from operations since inception. These factors raise substantial doubt about the Companys ability to continue as a going concern. The Companys ability to transition to profitable operations is dependent upon achieving a level of revenues adequate to support its cost structure. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business and availability to sufficient resources. The Company expects its sales to continue to expand in 2021. At the filling date of this report, management plans to conclude the sales in Germany and in other regions of the world further the received approved proposals, which would bring a growing revenue. Managements plans to expand the sales operations by greater market penetration of the Agriculture, Industrial and Community development market with its water and energy generation, innovative solution, this to mak e The ability of the Company to continue as a going concern depends upon its ability to generate sales or obtain additional funding to finance operating losses until the Corporation is profitable The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5. Related Party Transactions Due to officers Amounts due to officers as of December 31, 2020 and 2019 are comprised of the following: 2020 2019 Ralph Hofmeier: Unsecured advances due to officer $ 17,778 $ 17,778 Accrued salaries 1,175,000 Total due to Ralph Hofmeier 17,778 1,192,778 Irma Velazquez: Unsecured advances due to officer 66,898 20,992 Accrued salaries 1,063,000 Total due to Irma Velazquez 66,898 1,083,992 $ 84,676 $ 2,276,770 Officer Compensation Unsecured advances due to officers represent unreimbursed company expenses paid by the officers on behalf of the Company. These net advances are non-interest bearing and are due on demand. Accrued salaries represent amounts accrued in accordance with the employment agreements for Mr. Hofmeier, the Companys President, Chief Executive Officer and Chairman of the Board, and Ms. Velazquez, the Companys Chief Operating Officer and Vice-Chairman. Mr. Hofmeier and Ms. Velazquez are also significant stockholders. On January 9, 2020, the Company entered into a Settlement Agreement with each of Mr. Hofmeier and Ms. Velazquez whereby (i) Mr. Hofmeier agreed to receive an aggregate 1,022,095 shares of Common Stock and 2,002,488 shares of Series A Preferred Stock in full and complete satisfaction of an aggregate $1,175,000 in unpaid compensation owed to him pursuant to his January 1, 2012 employment agreement with the Company and (ii) Ms. Velazquez agreed to receive an aggregate 1,022,095 shares of Common Stock and 1,778,488 shares of Series A Preferred Stock in full and complete satisfaction of an aggregate $1,063,000 in unpaid compensation owed to her pursuant to her January 1, 2012 employment agreement with the Company. On December 18, 2020, the Company entered into a Settlement Agreement with each of Mr. Hofmeier and Ms. Velazquez whereby Mr. Hofmeier and Ms. Velazquez each agreed to receive 300,000 shares of its Series A Preferred Stock with a fair market value of $150,000 (collectively, the Compensation Shares). Compensation Shares are issued in full satisfaction of $150,000 accrued salary due the Employees, Mr. Ralph Hofmeier and Mrs. Irma Velazquez, MSc. simultaneously herewith, each employee shall receive a one-time bonus of (i) 10,000,000 shares of its Common Stock with a fair market value of $1,500,000 and (ii) 2,700,000 shares of its Series A Preferred Stock, with a fair market value of $1,350,000 (collectively the Bonus Shares). Due to affiliate distributor Effective January 2017 the Company engaged EAWC Tecnologias Verdes, SA (EAWC-TV) to provide its management services, including disbursement processing for $25,000 per month totaling $300,000 annually. 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. This services agreement was terminated on December 31, 2020. In addition, EAWC-TV also functions as a distributor of EAWD product and as such, has placed a $550,000 order for a solar powered atmospheric water generator (AWG) for an EAWC-TV customer, which has been secured by EAWC-TV accepting a $303,742 reduction in the amount due to EAWC-TV in exchange for a customer deposit with EAWD. The deposit will be repaid out of proceeds from the sale, when performance has occurred. The equipment is being built in Germany. During the year ended December 31, 2020, EAWC-TV provided $75,000 of paid services and $225,000 of accrued services plus $6,464 net in interest and remitted $187,518 to vendors in satisfaction of EAWD obligations. EAWD also raised from investors and lenders and remitted $445,865 to EAWC-TV. EAWD also executed several payments totaling $66,500 as a deposit on the equipment purchase and $124,352 which represent the final net balance in the D/T/F EAWC-TV account which was accounted for as a deposit for the customers purchase. In addition, EAWC-TV also functions as a distributor of EAWD product and as such, has placed a $550,000 order for a solar powered atmospheric water generator (AWG) for an EAWC-TV customer, which has been secured by EAWC-TV accepting a $303,742 reduction in the amount due to EAWC-TV in exchange for a customer deposit with EAWD. The equipment was delivered on December 26, 2020. The deposit was satisfied out of proceeds from the sale, as delivery has occurred. Customer deposit In 2019, 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 on December 13, 2019 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 was built in Germany. In 2020, manufacture of the unit was delayed due to Covid-19 related issues. The Company and EAWC-TV agreed as it had done in 2019, to clear the outstanding balances in the D/T/F EAWC-TV and the outstanding balance it carried in its accounts payable account for administrative services, which it did on December 26, 2020 which resulted in an additional down payment of $193,497. EAWC-TV has an unpaid balance on the equipment of $52,761, which represents the entire balance of the company´s outstanding accounts receivables as December 31 2020. Investor and officer deposit On December 31, 2020, the Company recorded $1,500,000 and $4,000 in subscriptions as additional paid in capital for stock issuance transactions in process. The $4,000 is part of a pending stock sale for 40,000 shares that has been funded and is waiting issuance to complete the sale. The $1.5 million is part of the bonus payment to officers authorized on December 18, 2020. The shares were issued in January 2021. |
Convertible Loans Payable
Convertible Loans Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Loans Payable | Note 6. Convertible Loans Payable As of December 31, 2020 and 2019, the Company had loans payable balances, net of discount, of $149,241 and $243,923, respectively. During the year ended December 31, 2019, the Company issued convertible loans in the aggregate amount of $330,000. The notes bear interest between 0% and 8% per annum and all mature within one year. The embedded beneficial conversion features in the notes meet the definition of a derivative and requires bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $1,317,327 and was recorded as a discount of the note. During the year ended December 31, 2020, the Company issued convertible loans in the aggregate principal amount of $468,500. The aggregate purchase price of the notes was $443,500 and the remaining $25,000 of principal represents the original issue discount. The notes bear interest between 0% and 8% per annum and all mature within one year. The embedded beneficial conversion feature in the notes meet the definition of a derivative and requires bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $1,609,895 and was recorded as a discount of the notes. Amount Balance of notes payable, net on December 31, 2018 $ 586,825 Issuances of debt 330,000 Amortization of debt discount 177,243 Debt discount (263,320 ) Conversions (586,825 ) Balance of notes payable, net on December 31, 2019 $ 243,923 Issuances of debt 468,500 Cash settlement of debt (66,000 ) Conversions (571,000 ) Debt discount (440,426 ) Amortization of debt discount 514,244 Balance of notes payable, net on December 31, 2020 $ 149,241 Derivative Liabilities The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Companys common stock. The number of shares of common stock to be issued is based on the future price of the Companys common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Companys authorized share limit, the equity environment is tainted, and all additional convertible debentures and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period. Based on the various convertible notes described above, the fair value of applicable derivative liabilities on notes and change in fair value of derivative liability are as follows as of December 31, 2020 and 2019: Total Balance as of December 31, 2018 $ Change Due to Issuances 669,300 Change in fair value (255,505 ) Balance as of December 31, 2019 $ 413,795 Change Due to Issuances 1,609,895 Change due to exercise / redemptions (455,576 ) Change in fair value (1,257,473 ) Balance as of December 31, 2020 $ 310,641 A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Companys common stock purchase that are categorized within Level 3 of the fair value hierarchy for the years ended December 31, 2020 and 2019 is as follows: December 31, 2020 December 31, 2019 Stock price $0.07 1.20 $0.11 0.33 Exercise price $0.04 0.20 $0.05 0.20 Contractual term (in years) 0.01 1 0.06 1 Volatility (annual) 125 424% 248 930% Risk-free rate 0.08% 1.46% 0.10% 2.59% The foregoing assumptions are reviewed quarterly and are subject to change based primarily on managements assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations. Financial Liabilities Measured at Fair Value on a Recurring Basis Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability and derivative liabilities: Fair Value measured at December 31, 2020 Quoted Significant prices in other Significant active observable unobservable Fair value at (Level 1) (Level 2) (Level 3) 2020 Derivative liability $ $ $ 310,641 $ 310,641 Total $ $ $ 310,641 $ 310,641 Fair value measured at December 31, 2019 Quoted Significant prices in other Significant active observable inputs unobservable Fair value (Level 1) (Level 2) (Level 3) 2019 Derivative liability $ $ $ 413,795 $ 413,795 Total $ $ $ 413,795 $ 413,795 The fair value accounting standards define fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows: · Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; · Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and · Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. There were no transfers between Level 1, 2 or 3 during the years ended December 31, 2020 and 2019. During the years ended December 31, 2020 and 2019, the Company recorded a gain of $1,257,473 and $255,505, respectively, from the change in fair value of derivative liability. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Deficit | Note 7. Shareholders Deficit Preferred Stock Authorized: 500,000,000 shares of voting preferred stock with a par value of $0.001. During fiscal 2020, the Company engaged in the following equity events: · 2,002,488 preferred shares issued for $1,001,244 to our CEO to satisfy unpaid and accrued officers salary · 1,778,488 preferred shares issued for $889,244 to our COO to satisfy unpaid and accrued officers salary · 300,000 preferred shares issued for $150,000 to our CEO to satisfy unpaid and accrued officers salary for 2020 · 300,000 preferred shares issued for $150,000 to our COO to satisfy unpaid and accrued officers salary for 2020 · 2,700,000 preferred shares issued for $1,350,000 to our CEO as a compensation bonus · 2,700,000 preferred shares issued for $1,350,000 to our COO as a compensation bonus Common Stock Authorized: 1,000,000,000 shares of voting common stock with a par value of $0.001. 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. During fiscal 2020, the Company engaged in the following equity events: · 3,940,000 common shares were issued for $470,900 in marketing and consulting · 1,022,095 common shares were issued for $173,756 to our CEO to satisfy unpaid and accrued officers salary, · 1,022,095 common shares were issued for $173,756 to our COO to satisfy unpaid and accrued officers salary, · 10,000,000 common shares issued for $1,500,000 to our COO as a compensation bonus, · 8,334,361 common shares issued for $571,000 to convertible note holders in satisfaction of their notes, · 279,741 common shares issued for $15,000 to pay interest and fees. · 5,256,111 common shares issued for 478,940 for the sale of shares |
Stock Option Plan
Stock Option Plan | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Plan | Note 8. Stock Option Plan On January 2, 2012, the Corporation ’ 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, 2018 2,200,000 $ 0.10 3.0 Issued Exercised Outstanding at December 31, 2019 2,200,000 0.10 2.0 Issued Exercised Outstanding at December 31, 2020 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. These options expired in January 2021. During the years ended December 31, 2020 and 2019, 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, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. 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 Our registered office is located at 7901 4 th 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 operating results, financial position or cash flows. Litigation CocoGrove EAWD vs Packard and Norwood |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes 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, 2020 and 2019. The Company has incurred losses and therefore has provided a full valuation against net deferred tax assets as December 31, 2020 and 2019. 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, 2020 and 2019 were as follows: 2020 2019 Income tax benefit at U.S. statutory rate of 21% Net operating loss carryforward $ (1,597,200 ) $ (125,809 ) State income tax net of Federal benefits (267,400 ) (26,030 ) Non-deductible expenses 1,612,600 Adjust NOL for change in tax rate 67,000 Change in valuation allowance 251,800 151,839 Total provision for income tax $ $ The Companys approximate net deferred tax assets as of December 31, 2020 and 2019 were as follows: 2020 2019 Deferred tax assets Deferred stock compensation $ $ Net operating loss carry forward 2,274,526 2,022,693 Total deferred tax assets 2,274,526 2,022,693 Valuation allowance (2,274,526 ) (2,022,693 ) Net deferred tax assets $ $ Net operating loss carry-forwards in the amount of approximately $9.1 million will expire beginning December 31, 2033. The net change in the valuation allowance for the years ended December 31, 2020 and 2019 was an increase of $251,800 and $151,839, respectively. The valuation allowance increased as a result of losses in the current period. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events · On January 4, 2021 and February 2, 2021, the Company completed two conversions of our outstanding convertible debt by exchanging 729,296 shares for converting $66,000 in convertible debt along with $3,440 in interest. · On January 20, 2021 the Company issued 40,000 shares of its common stock to a current shareholder who wanted to increase his holdings. The 40,000 common shares were funded in 2020 by a $4,000 stock subscription. · On February 2, 2021, the BlueTech Alliance was launched with the signing of an agreement between EAWD and ENVELON UG. The BlueTech Alliance for Water Generation is a global collaboration of the state-of-the-art technology partners, technology transfer, and technology representation in place relating to aspects of renewable energy and water supply. This unique EAWD initiative offers important selling features and capabilities that differentiate EAWD from its competitors. · On February 9, 2021 the Company issued 10,000,000 shares of its common stock be issued to an officer who received the stock as a bonus. The Board authorized the issuance of Common shares in December 2020. · On February 10, 2021 the agreement with another state-of-the-art technology for energy management was signed. EAWD & Nerve Smart Systems for the energy management of our eAWG systems. · On February 17, 2021, the Company entered into an agreement with a consultant to provide Business Development advisement and analysis services. In consideration, the consultant will be issued 1,000,000 warrant shares. 500,000 warrants were issued on February 17, 2021, and the remaining 500,000 will be issued on the six-month anniversary of initial issuance. On August 31, 2021, due to a failure by the consultant to provide the services as required by the agreement, the Company terminated the agreement and the warrants. · On February 18, 2021 and February 19, 2021, the Company completed two conversions of our outstanding convertible debt by exchanging $126,503 cash for retiring $95,500 in convertible debt along with $2,155 in interest and a $28,848 prepayment premium. · On February 19, 2021 and February 21, 2021, the Company issued 50,000 shares each of its common stock to two of its current shareholders who wanted to increase their holdings by 50,000 common shares each for $5,000 each. · On February 19, 2021, the Company issued 371,443 shares of its common stock to new shareholders. The common shares issued were valued at $130,022. · In February 2021, principal and accrued interest on convertible loans in the amount of $97,704 was prepaid for a total of $126,503. · On March 22, 2021, the Company issued 500,000 shares of its common stock to a consulting firm who provides financial consulting and community relations. The common shares issued were valued at $10,000. · During the three months ended March 31, 2021, the Company issued convertible loans in the aggregate amount of $404,000. The notes bear interest at 8% per annum and all mature within one year. The embedded beneficial conversion features in the notes meet the definition of a derivative and requires bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $730,280 and was recorded as a discount of the note. · During Q2 of 2021, the Company sold 2,091,662 shares of its common stock to 29 investors raising $241,000. · Also during Q2 of 2021, the Company accepted subscriptions for the sale of 1,562,322 of its common stock to 40 investors raising $212,100. The subscriptions were fully funded as of June 30, 2021, however delays caused by investors not completing required paperwork, the delivery of certificates was not completed until after June 30, 2021. Subsequent to June 30, 2021, all share certificates paid for have been delivered to the investor. · On September 2, of 2021, Company received global patent protection for its innovative solution Self Sufficient Energy Supply Atmosphere Water Generation System (eAWG). |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Correction of Prior Period Information | Correction of Prior Period Information year ended December 31, 2019, regards to taxes accrued and expensed for the period then ended. the Company reduced accounts payable and accrued expenses and accumulated deficit in the amount of $179,776, and the Company reduced officers salaries and taxes in the amount of $22,950. Net loss for the year ended December 31, 2019 , decreased by $22,950. In accordance with the SEC´s |
Basis of Presentation | Basis of Presentation The financial statements include the accounts of Energy and Water Development Corp. and 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. |
Use of Estimates | Use of Estimates The preparation of 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 financial statements include estimates relating to the determination of impairment of assets, assessment of going concern, the determination of the fair value of stock-based compensation, and the recoverability of deferred income tax assets. |
Leases | Leases Effective January 1, 2019, the Company adopted ASC 842- Leases (ASC 842). The lease standard provided a number of optional practical expedients in transition. The Company elected the package of practical expedients. As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease; did not have to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The lease standard also provides practical expedients for an entitys ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize right-of-use (ROU) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases. The Company elected the practical expedient to not separate lease and non-lease components for certain classes of assets (facilities). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company does not have operating or financing leases. |
Cash | Cash The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has $12,047 and $0 cash at December 31, 2020 and 2019. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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, 2020 and December 31, 2019, were $310,641 and $413,795, respectively and measured on Level 3 inputs. Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company adjusts derivative financial instruments to fair value on a recurring basis. |
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, 2020 and 2019, 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 statement of operations. The Corporations tax returns for the years ended 2012 through 2019 have been filed and are subject to examination by the federal and state tax authorities. The Corporations tax returns for the tax year ended 2020 have not been filed. |
Stock-Based Payments | Stock-Based Payments The Company adopted Accounting Standards Update 2018-07 (ASU 2018-07), Improvement to Nonemployee Share Based Payment Accounting, which expanded the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance was applied prospectively to all new awards granted after the date of adoption. In addition, the guidance was applied to all existing equity-classified awards for which a measurement date has not been established under ASC 505-50 by the adoption date by remeasuring at fair value as of the adoption date and recording a cumulative effect adjustment to opening accumulated deficit on January 1, 2019. For the Companys equity-classified awards for which a measurement date has not been established under ASC 505-50, the fair value on January 1, 2019, the adoption date, approximated the value assigned on December 31, 2018, therefore no cumulative adjustment to opening accumulated deficit was required. Under the revised guidance, the accounting for awards issued to non-employees will be similar to the model for employee awards, except that ASU 2018-07: ● allows the Company to elect on an award-by-award basis to use the contractual term as the expected term assumption in the option pricing model, and ● the cost of the grant is recognized in the same period(s) and in the same manner as if the grantor had paid cash. |
Employee and Non-Employee Share Based Compensation | Employee and Non-Employee Share Based Compensation The Company applies ASC 718-10, Share-Based Payment, which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including employee stock options under the Companys stock plans and equity awards issued to non-employees based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods. The Company recognizes share based award forfeitures as they occur. The Company estimates the fair value of granted option equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the simplified method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company. 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company has not generated any revenues to date. |
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, 2020 and 2019, 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 purchase options to purchase additional shares, however these purchase options 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 2,406,227 and 5,380,000 in additional common shares at December 31, 2020 and December 31, 2019, 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, 2020 | |
Related Party Transactions [Abstract] | |
Due to Officers | Amounts due to officers as of December 31, 2020 and 2019 are comprised of the following: 2020 2019 Ralph Hofmeier: Unsecured advances due to officer $ 17,778 $ 17,778 Accrued salaries 1,175,000 Total due to Ralph Hofmeier 17,778 1,192,778 Irma Velazquez: Unsecured advances due to officer 66,898 20,992 Accrued salaries 1,063,000 Total due to Irma Velazquez 66,898 1,083,992 $ 84,676 $ 2,276,770 |
Convertible Loans Payable (Tabl
Convertible Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Amount Balance of notes payable, net on December 31, 2018 $ 586,825 Issuances of debt 330,000 Amortization of debt discount 177,243 Debt discount (263,320 ) Conversions (586,825 ) Balance of notes payable, net on December 31, 2019 $ 243,923 Issuances of debt 468,500 Cash settlement of debt (66,000 ) Conversions (571,000 ) Debt discount (440,426 ) Amortization of debt discount 514,244 Balance of notes payable, net on December 31, 2020 $ 149,241 |
Outstanding Derivative Liability | Based on the various convertible notes described above, the fair value of applicable derivative liabilities on notes and change in fair value of derivative liability are as follows as of December 31, 2020 and 2019: Total Balance as of December 31, 2018 $ Change Due to Issuances 669,300 Change in fair value (255,505 ) Balance as of December 31, 2019 $ 413,795 Change Due to Issuances 1,609,895 Change due to exercise / redemptions (455,576 ) Change in fair value (1,257,473 ) Balance as of December 31, 2020 $ 310,641 |
Summary of Quantitative Information | A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Companys common stock purchase that are categorized within Level 3 of the fair value hierarchy for the years ended December 31, 2020 and 2019 is as follows: December 31, 2020 December 31, 2019 Stock price $0.07 1.20 $0.11 0.33 Exercise price $0.04 0.20 $0.05 0.20 Contractual term (in years) 0.01 1 0.06 1 Volatility (annual) 125 424% 248 930% Risk-free rate 0.08% 1.46% 0.10% 2.59% |
Summary of Financial Liabilities Measured on Recurring Basis | Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability and derivative liabilities: Fair Value measured at December 31, 2020 Quoted Significant prices in other Significant active observable unobservable Fair value at (Level 1) (Level 2) (Level 3) 2020 Derivative liability $ $ $ 310,641 $ 310,641 Total $ $ $ 310,641 $ 310,641 Fair value measured at December 31, 2019 Quoted Significant prices in other Significant active observable inputs unobservable Fair value (Level 1) (Level 2) (Level 3) 2019 Derivative liability $ $ $ 413,795 $ 413,795 Total $ $ $ 413,795 $ 413,795 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2018 2,200,000 $ 0.10 3.0 Issued Exercised Outstanding at December 31, 2019 2,200,000 0.10 2.0 Issued Exercised Outstanding at December 31, 2020 2,200,000 $ 0.10 1.0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 were as follows: 2020 2019 Income tax benefit at U.S. statutory rate of 21% Net operating loss carryforward $ (1,597,200 ) $ (125,809 ) State income tax net of Federal benefits (267,400 ) (26,030 ) Non-deductible expenses 1,612,600 Adjust NOL for change in tax rate 67,000 Change in valuation allowance 251,800 151,839 Total provision for income tax $ $ |
Deferred tax assets | The Companys approximate net deferred tax assets as of December 31, 2020 and 2019 were as follows: 2020 2019 Deferred tax assets Deferred stock compensation $ $ Net operating loss carry forward 2,274,526 2,022,693 Total deferred tax assets 2,274,526 2,022,693 Valuation allowance (2,274,526 ) (2,022,693 ) Net deferred tax assets $ $ |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Cash | $ 12,047 | |
Common stock issued to retire convertible debt | 571,000 | 546,824 |
Derivative liability | $ 310,641 | 413,795 |
Reduction in accounts payable and accrued expenses due to error correction | 179,776 | |
Reduction in stockholders equity due to error correction | 179,776 | |
Reduction in officers salaries due to error correction | 22,950 | |
Reduction in net income due to error correction | 22,950 | |
Convertible loans [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Debt converted | $ 546,824 | |
Shares issued | 4,877,350 | |
Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 2,200,000 | 2,200,000 |
Convertible Notes Conversion Features [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 2,406,227 | 5,380,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Going Concern | ||
Operating losses | $ (19,357,927) | $ (11,765,143) |
Deferred revenue | 550,000 | |
Deferred cost | 350,000 | |
Net loss | (7,592,784) | $ (905,665) |
Working capital deficit | $ 1,567,791 |
Related Party Transactions (Det
Related Party Transactions (Details 1) - USD ($) | Dec. 18, 2020 | Dec. 31, 2020 | Jan. 09, 2020 | Dec. 31, 2019 | Jan. 31, 2017 |
Related Party Transaction [Line Items] | |||||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 | |||
Monthly service fee due to affiliate distributor | $ 25,000 | ||||
Annual service fee due to affiliate distributor | $ 300,000 | ||||
Ralph Hofmeier [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued salary satisfied with stock | $ 1,175,000 | ||||
Ralph Hofmeier [Member] | Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued accrued salary | 1,022,095 | ||||
Stock issued bonus Shares | 10,000,000 | ||||
Stock issued bonus | $ 1,500,000 | ||||
Ralph Hofmeier [Member] | Series A preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued accrued salary | 300,000 | 2,002,488 | |||
Fair market value shares issued for accrued salaries | $ 150,000 | ||||
Accrued salary satisfied with stock | $ 150,000 | ||||
Stock issued bonus Shares | 2,700,000 | ||||
Stock issued bonus | $ 1,350,000 | ||||
Irma Velazquez [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued salary satisfied with stock | $ 1,063,000 | ||||
Irma Velazquez [Member] | Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued accrued salary | 1,022,095 | ||||
Stock issued bonus Shares | 10,000,000 | ||||
Stock issued bonus | $ 1,500,000 | ||||
Irma Velazquez [Member] | Series A preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued accrued salary | 300,000 | 1,778,488 | |||
Fair market value shares issued for accrued salaries | $ 150,000 | ||||
Accrued salary satisfied with stock | $ 150,000 | ||||
Stock issued bonus Shares | 2,700,000 | ||||
Stock issued bonus | $ 1,350,000 |
Related Party Transactions (D_2
Related Party Transactions (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Due to officers | $ 84,676 | $ 2,276,770 |
Ralph Hofmeier [Member] | ||
Related Party Transaction [Line Items] | ||
Unsecured advances due to officer | 17,778 | 17,778 |
Accrued salaries | 1,175,000 | |
Due to officers | 17,778 | 1,192,778 |
Irma Velazquez [Member] | ||
Related Party Transaction [Line Items] | ||
Unsecured advances due to officer | 66,898 | 20,992 |
Accrued salaries | 1,063,000 | |
Due to officers | $ 66,898 | $ 1,083,992 |
Related Party Transactions (D_3
Related Party Transactions (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Management services provided | $ 75,000 | $ 200,000 |
Management services accrued | 225,000 | 100,000 |
Interest on management services | 6,464 | 13,389 |
Management services remitted to vendors | 187,518 | 155,537 |
Additional management services remitted to vendor | 445,865 | 358,540 |
Due to affiliate | 4,959 | |
Due to affiliate unpaid services | 100,000 | |
Deposit | $ 303,742 | |
Payments equipment purchase | 66,500 | |
Payment of final net balance deposit for customer purchase | 124,352 | |
Additional down payment | 193,497 | |
Unpaid balance on equipment | 52,761 | |
Subscription deposit received/(used) | $ 1,504,000 |
Convertible Loans Payable (Conv
Convertible Loans Payable (Convertible Loans) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Convertible loan payables | $ 149,241 | $ 243,923 | $ 586,825 |
Convertible loans [Member] | |||
Proceeds from convertible debentures | 468,500 | 330,000 | |
Fair value of derivative liability recorded as discount on note | 1,609,895 | 1,317,327 | |
Aggregate purchase price | 443,500 | ||
Original issue discount | 25,000 | ||
Convertible loan payables | 149,241 | 243,923 | |
Gain on derivative liability | $ 1,257,473 | $ 255,505 | |
Convertible loans [Member] | Low [Member] | |||
Interest rate | 0.00% | 0.00% | |
Convertible loans [Member] | High [Member] | |||
Interest rate | 8.00% | 8.00% |
Convertible Loans Payable (Note
Convertible Loans Payable (Notes Payable Schedule) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Balance of notes payable, net | $ 243,923 | $ 586,825 |
Issuances of debt | 468,500 | 330,000 |
Cash settlement of debt | (66,000) | |
Amortization of debt discount | 514,244 | 177,243 |
Debt Discount | (440,426) | (263,320) |
Conversions | (571,000) | (586,825) |
Balance of notes payable, net | $ 149,241 | $ 243,923 |
Convertible Loans Payable (Chan
Convertible Loans Payable (Change In Fair Value Derivative Liability) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Balance | $ 413,795 | |
Change Due to Issuances | 1,609,895 | $ 669,300 |
Change due to exercise / redemptions | (455,576) | |
Change in fair value | (1,257,473) | (255,505) |
Balance | $ 310,641 | $ 413,795 |
Convertible Loans Payable (Summ
Convertible Loans Payable (Summary of Valuation Techniques) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Low [Member] | ||
Stock price | $ 0.07 | $ 0.11 |
Exercise price | $ 0.04 | $ 0.05 |
Contractual term (in years) | 4 days | 22 days |
Volatility (annual) | 125.00% | 248.00% |
Risk-free rate | 0.08% | 0.10% |
High [Member] | ||
Stock price | $ 1.20 | $ 0.33 |
Exercise price | $ 0.20 | $ 0.20 |
Contractual term (in years) | 1 year | 1 year |
Volatility (annual) | 424.00% | 930.00% |
Risk-free rate | 1.46% | 2.59% |
Convertible Loans Payable (Fina
Convertible Loans Payable (Financial Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative liability | $ 310,641 | $ 413,795 |
Level 1 [Member] | ||
Derivative liability | ||
Level 2 [Member] | ||
Derivative liability | ||
Level 3 [Member] | ||
Derivative liability | $ 310,641 | $ 413,795 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - USD ($) | Dec. 18, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 09, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 | ||
Preferred stock, share issued | 9,780,976 | 0 | ||
Preferred stock, shares outstanding | 9,780,976 | 0 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||
Sale of common stock | $ 478,940 | $ 43,200 | ||
Common stock issued for services | 1,970,900 | 126,000 | ||
Common stock issued to satisfy convertible debt | 571,000 | 546,824 | ||
Proceeds from sale of stock | 478,940 | 43,200 | ||
Conditional shares issued to debt holders | ||||
Conversion of interest and fees | 15,000 | |||
Irma Velazquez [Member] | Common Stock [Member] | ||||
Stock issued bonus Shares | 10,000,000 | |||
Stock issued bonus | $ 1,500,000 | |||
Stock issued accrued salary Shares | 1,022,095 | |||
Stock issued accrued salary | $ 173,756 | |||
Irma Velazquez [Member] | Series A preferred Stock [Member] | ||||
Stock issued bonus Shares | 2,700,000 | |||
Stock issued bonus | $ 1,350,000 | |||
Stock issued accrued salary Shares | 300,000 | 1,778,488 | ||
Stock issued accrued salary | $ 889,244 | |||
Fair market value shares issued for accrued salaries | $ 150,000 | |||
Ralph Hofmeier [Member] | Common Stock [Member] | ||||
Stock issued bonus Shares | 10,000,000 | |||
Stock issued bonus | $ 1,500,000 | |||
Stock issued accrued salary Shares | 1,022,095 | |||
Stock issued accrued salary | $ 173,756 | |||
Ralph Hofmeier [Member] | Series A preferred Stock [Member] | ||||
Stock issued bonus Shares | 2,700,000 | |||
Stock issued bonus | $ 1,350,000 | |||
Stock issued accrued salary Shares | 300,000 | 2,002,488 | ||
Fair market value shares issued for accrued salaries | $ 150,000 | |||
Common Stock [Member] | ||||
Sale of common stock | $ 5,256 | $ 211 | ||
Sale of common stock Shares | 5,256,111 | 211,200 | ||
Common stock issued for services | $ 3,940 | $ 420 | ||
Common stock issued for services Shares | 3,940,000 | 420,000 | ||
Common stock issued to satisfy convertible debt | $ 8,334 | $ 4,877 | ||
Common stock issued to satisfy convertible debt Shares | 8,334,361 | 4,877,350 | ||
Conditional shares issued to debt holders | $ 40 | |||
Conditional shares issued to debt holders Shares | 40,000 | |||
Conversion of interest and fees | $ 280 | |||
Conversion of interest and fees Shares | 279,741 |
Stock Option Plan (Details 1)
Stock Option Plan (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | 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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
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, 2020 | Dec. 31, 2019 | |
Rent expense | $ 2,736 | |
Ralph Hofmeier [Member] | ||
Salary | 125,000 | |
Salary second year | 150,000 | |
Irma Velazquez [Member] | ||
Salary | 125,000 | |
Salary second year | 150,000 | |
Coco Grove [Member] | ||
Damages sought | 84,393 | |
Interest awarded in litigation | $ 53,072 | |
Interest rate | 6.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Change valuation allowance | $ 251,800 | $ 151,839 |
Net operating loss carry-forwards | $ 9,100,000 | |
Low [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry-forwards expiration | Dec. 31, 2033 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax computed at statutory federal income tax rate | 21.00% | 21.00% |
Net operating loss carryforward | $ (1,597,000) | $ (125,809) |
State income tax net of Federal benefits | (267,400) | (26,030) |
Non-deductible expenses | 1,612,600 | |
Adjust NOL for change in tax rate | ||
Change in valuation allowance | 251,800 | 151,839 |
Income tax expense |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Deferred stock compensation | ||
Net operating loss carryforward | 2,274,526 | 2,022,693 |
Total deferred tax assets | 2,274,526 | 2,022,693 |
Less valuation allowance | (2,274,526) | (2,022,693) |
Net deferred tax assets |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 23, 2021 | Feb. 20, 2021 | Feb. 19, 2021 | Feb. 19, 2021 | Feb. 18, 2021 | Feb. 09, 2021 | Feb. 28, 2021 | Feb. 17, 2021 | Feb. 02, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Sale of common stock | $ 478,940 | $ 43,200 | |||||||||||
Proceeds from sale of common stock | 478,940 | 43,200 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Debt converted | $ 95,500 | $ 66,000 | |||||||||||
Common stock issued to satisfy convertible debt Shares | 729,296 | ||||||||||||
Interest converted | 2,155 | $ 3,440 | |||||||||||
Cash paid for debt conversion | 126,503 | ||||||||||||
Prepayment premium retired | $ 28,848 | ||||||||||||
Sale of common stock Shares | 40,000 | ||||||||||||
Stock subscription | $ 4,000 | ||||||||||||
Stock issued bonus Shares | 10,000,000 | ||||||||||||
Prepayment of convertible loans, principal and accrued interest | $ 126,503 | ||||||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||||||
Sale of common stock Shares | 500,000 | ||||||||||||
Sale of common stock | $ 10,000 | ||||||||||||
Total number of warrant shares to be issued to consultant for Business Development advisement and analysis services | 1,000,000 | ||||||||||||
Total number of warrant shares issued to consultant for Business Development advisement and analysis services | 500,000 | ||||||||||||
Total number of warrant shares to be issued on six-month anniversary of initial issuance to consultant for Business Development advisement and analysis services | 500,000 | ||||||||||||
Subsequent Event [Member] | Shareholder One [Member] | |||||||||||||
Sale of common stock Shares | 50,000 | ||||||||||||
Sale of common stock | $ 5,000 | ||||||||||||
Subsequent Event [Member] | Shareholder Two [Member] | |||||||||||||
Sale of common stock Shares | 50,000 | ||||||||||||
Sale of common stock | $ 5,000 | ||||||||||||
Subsequent Event [Member] | New Shareholders [Member] | |||||||||||||
Sale of common stock Shares | 371,443 | ||||||||||||
Sale of common stock | $ 130,022 | ||||||||||||
Subsequent Event [Member] | Investors [Member] | |||||||||||||
Sale of common stock Shares | 2,091,662 | ||||||||||||
Proceeds from sale of common stock | $ 241,000 | ||||||||||||
Common stock shares accepted under subscriptions | 1,562,322 | ||||||||||||
Proceeds from subscriptions | $ 212,100 | ||||||||||||
Convertible loans [Member] | |||||||||||||
Proceeds from convertible debentures | 468,500 | $ 330,000 | |||||||||||
Original issue discount | $ 25,000 | ||||||||||||
Convertible loans [Member] | Subsequent Event [Member] | |||||||||||||
Proceeds from convertible debentures | $ 404,000 | ||||||||||||
Interest rate | 8.00% | ||||||||||||
Original issue discount | $ 730,280 |