Bridgeway National (BDGY) 10-Q 16 Nov 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 16, 2020
Cover [Abstract]
Entity Registrant Name	BRIDGEWAY NATIONAL CORP.
Entity Central Index Key	0001567771
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		9,640,915
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current Assets:
Cash	$ 147,316
Deferred financing fees	400,000
Due from related parties		84,997
Total Current Assets	547,316	84,997
Property and equipment, net	81,690	3,983
Rights-of-use assets	761,475
Total Assets	1,390,481	88,980
Current Liabilities:
Accounts payable	149,884	87,746
Accrued interest expenses on convertible notes payable	58,895
Dividend payable	41,277	11,318
Convertible notes payable, net of unamortized discount $376,778 (2019 - $nil)	623,222
Derivative liability - notes and warrants	2,292,304
Right of use liabilities - operating leases, current	120,590
Total Current Liabilities	3,286,172	99,064
Right of use liabilities - operating leases, long term	680,271
Total Liabilities	3,966,443	99,064
Stockholders' Deficiency:
Additional paid-in capital	7,201,080	6,885,944
Accumulated deficit	(9,786,810)	(6,905,767)
Total Stockholders' deficiency	(2,575,962)	(10,084)
Total Liabilities and Stockholders' Deficiency	1,390,481	88,980
Series A Preferred Stock [Member]
Stockholders' Deficiency:
Preferred Stock, value	1	1
Series B Preferred Stock [Member]
Stockholders' Deficiency:
Preferred Stock, value	125	96
Class B Common Stock [Member]
Stockholders' Deficiency:
Common Stock, value
Class A Common Stock [Member]
Stockholders' Deficiency:
Common Stock, value	$ 9,642	$ 9,642

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Convertible note payable, unamortized discount	$ 376,778
Preferred stock, par value	$ 0.001
Preferred stock, shares authorized	62,500,000
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	62,374,819	62,374,819
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	125,181	125,181
Preferred stock, shares issued	125,001	96,429
Preferred stock, shares outstanding	125,001	96,429
Class B Common Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	18,750,000	18,750,000
Common stock, shares issued
Common stock, shares outstanding
Class A Common Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	168,750,000	168,750,000
Common stock, shares issued	9,640,915	9,640,915
Common stock, shares outstanding	9,640,915	9,640,915

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Operating expenses:
Professional fees	$ 2,497	$ 14,127	$ 60,232	$ 105,284
General and administrative	158,444	567	630,441	149,875
Amortization expense	2,610	78	7,199	234
Total operating expenses	163,551	14,772	697,872	255,393
Loss from operations	(163,551)	(14,772)	(697,872)	(255,393)
Other income (expenses)
Change in fair value of derivative liabilities	(586,322)		146,694
Loss on derivative liabilities			(1,739,698)
Interest expense	(309,784)		(590,167)	(12,606)
Total other income (expenses)	(896,106)		(2,183,171)	(12,606)
Loss from continuing operations before income tax provision	(1,059,657)	(14,772)	(2,881,043)	(267,999)
Income tax provision
Loss from continuing operations	(1,059,657)	(14,772)	(2,881,043)	(267,999)
Earnings from discontinued operations net of taxes		467,698		13,035
Net profit (loss)	(1,059,657)	452,926	(2,881,043)	(254,964)
Series B preferred stock dividend	(9,986)		(29,959)
Deemed dividend on Series B convertible preferred stock				(2,397,248)
Net profit (loss) attributable to common stockholders	(1,069,643)	452,926	(2,911,002)	(2,652,212)
Net profit (loss) attributable to common stockholders of continuing operations	(1,069,643)	(14,772)	(2,911,002)	(2,665,247)
Net profit attributable to common stockholders of discontinuing operations		$ 467,698		$ 13,035
Net profit (loss) per common share: Basic EPS
- Continuing operations	$ (0.11)	$ 0	$ (0.30)	$ (0.28)
- Discontinuing operations	0	0.05	0	0
- Net profit (loss) per common share	(0.11)	0.05	(0.30)	(0.28)
Net profit (loss) per common share: Diluted EPS
- Continuing operations	(0.11)	0	(0.30)	(0.28)
- Discontinuing operations	0	0	0	0
- Net profit (loss) per common share	$ (0.11)	$ 0	$ (0.30)	$ (0.28)
Weighted average commons shares Outstanding:
- Basic	9,640,915	9,558,686	9,640,915	9,558,686
-Diluted	9,640,915	9,558,686	9,640,915	9,558,686

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficiency (Unaudited) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
Series A Preferred Stock [Member]
Balance	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1
Balance, shares	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000
Preferred stock issued on conversion of convertible notes payable
Preferred stock issued on conversion of convertible notes payable, shares
Elimination of derivative liability due to debt settlement
Beneficial conversion feature on convertible preferred stock
Deemed dividend on convertible preferred stock
Preferred stock issued as compensation for financing
Preferred stock issued as compensation for financing, shares
Series B preferred stock dividend
Beneficial conversion feature on convertible notes payable
Deemed distributions to CEO
Net profit loss
Balance	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1
Balance, shares	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000
Series B Preferred Stock [Member]
Balance	$ 125	$ 125	$ 96	$ 96	$ 96		$ 96
Balance, shares	125,001	125,001	96,429	96,429	96,429		96,429
Preferred stock issued on conversion of convertible notes payable						$ 96
Preferred stock issued on conversion of convertible notes payable, shares						96,429
Elimination of derivative liability due to debt settlement
Beneficial conversion feature on convertible preferred stock
Deemed dividend on convertible preferred stock
Preferred stock issued as compensation for financing			$ 29
Preferred stock issued as compensation for financing, shares			28,572
Series B preferred stock dividend
Beneficial conversion feature on convertible notes payable
Deemed distributions to CEO
Net profit loss
Balance	$ 125	$ 125	$ 125	$ 96	$ 96	$ 96	$ 125	$ 96
Balance, shares	125,001	125,001	125,001	96,429	96,429	96,429	125,001	96,429
Common Stock [Member]
Balance	$ 9,642	$ 9,642	$ 9,642	$ 9,642	$ 9,642	$ 9,642	$ 9,642	$ 9,642
Balance, shares	9,640,915	9,640,915	9,640,915	9,640,915	9,640,915	9,640,915	9,640,915	9,640,915
Preferred stock issued on conversion of convertible notes payable
Preferred stock issued on conversion of convertible notes payable, shares
Elimination of derivative liability due to debt settlement
Beneficial conversion feature on convertible preferred stock
Deemed dividend on convertible preferred stock
Preferred stock issued as compensation for financing
Series B preferred stock dividend
Beneficial conversion feature on convertible notes payable
Deemed distributions to CEO
Net profit loss
Balance	$ 9,642	$ 9,642	$ 9,642	$ 9,642	$ 9,642	$ 9,642	$ 9,642	$ 9,642
Balance, shares	9,640,915	9,640,915	9,640,915	9,640,915	9,640,915	9,640,915	9,640,915	9,640,915
Additional Paid-In Capital [Member]
Balance	$ 7,102,316	$ 7,120,235	$ 6,885,944	$ 6,925,335	$ 6,925,335	$ 4,066,644	$ 6,885,944	$ 4,066,644
Preferred stock issued on conversion of convertible notes payable						2,397,152
Elimination of derivative liability due to debt settlement						461,539
Beneficial conversion feature on convertible preferred stock						2,397,248
Deemed dividend on convertible preferred stock						(2,397,248)
Preferred stock issued as compensation for financing			399,971
Series B preferred stock dividend	(9,986)	(9,987)	(9,986)
Beneficial conversion feature on convertible notes payable	108,750
Deemed distributions to CEO		(7,932)	(155,694)
Net profit loss
Balance	7,201,080	7,102,316	7,120,235	6,925,335	6,925,335	6,925,335	7,201,080	6,925,335
Accumulated Deficit [Member]
Balance	(8,727,153)	(8,917,391)	(6,905,767)	(7,836,496)	(7,335,533)	(7,128,606)	(6,905,767)	(7,128,606)
Preferred stock issued on conversion of convertible notes payable
Elimination of derivative liability due to debt settlement
Beneficial conversion feature on convertible preferred stock
Deemed dividend on convertible preferred stock
Preferred stock issued as compensation for financing
Series B preferred stock dividend
Beneficial conversion feature on convertible notes payable
Deemed distributions to CEO
Net profit loss	(1,059,657)	190,238	(2,011,624)	452,926	(500,963)	(206,927)
Balance	(9,786,810)	(8,727,153)	(8,917,391)	(7,383,570)	(7,836,496)	(7,335,533)	(9,786,810)	(7,383,570)
Balance	(1,615,069)	(1,787,388)	(10,084)	(901,422)	(400,459)	(3,052,319)	$ (10,084)	(3,052,319)
Preferred stock issued on conversion of convertible notes payable						2,397,248
Preferred stock issued on conversion of convertible notes payable, shares
Elimination of derivative liability due to debt settlement						461,539
Beneficial conversion feature on convertible preferred stock						2,397,248
Deemed dividend on convertible preferred stock						(2,397,248)
Preferred stock issued as compensation for financing			400,000
Series B preferred stock dividend	(9,986)	(9,987)	(9,986)
Beneficial conversion feature on convertible notes payable	108,750
Deemed distributions to CEO		(7,932)	(155,694)
Net profit loss	(1,059,657)	190,238	(2,011,624)	452,926	(500,963)	(206,927)	$ (2,881,043)	(254,964)
Balance	$ (2,575,962)	$ (1,615,069)	$ (1,787,388)	$ (448,496)	$ (901,422)	$ (400,459)	$ (2,575,962)	$ (448,496)

Consolidated Statements of Cash

Consolidated Statements of Cashflows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Cash flows from Operating Activities:
Net loss	$ (1,059,657)	$ (2,011,624)	$ 452,926	$ (206,927)	$ (2,881,043)	$ (254,964)
Less net income from discontinued operations			(467,698)			(13,035)
Net loss from continuing operations	(1,059,657)		(14,772)		(2,881,043)	(267,999)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expenses					7,199	234
Interest expense on convertible notes						12,606
Initial recognition of loss of derivative liabilities					1,739,698
Interest expense accretion of convertible notes discount					581,972
Change in fair value of derivative liabilities	586,322				(146,694)
Non cash operating lease expense					118,160
Changes in Operating Assets and Liabilities:
Prepaid expense						(90,000)
Due from related parties					6,661	(26,530)
Accounts payable and accrued expenses					(23,152)	27,431
Accrued interest					8,195
Right of use liabilities					(78,774)
Net cash used in operating activities - continued operations					(667,778)	(344,258)
Net cash used in operating activities - discontinued operations						(1,479,563)
Net cash used in operating activities					(667,778)	(1,823,821)
Cash flows from Investing Activities:
Purchases of property and equipment					(84,906)	(4,686)
Net cash used in investing activities - continued operations					(84,906)	(4,686)
Net cash used in investing activities - discontinued operations						(30,317,545)
Net cash used in investing activities					(84,906)	(30,322,231)
Cash flows from Financing Activities:
Proceeds from convertible notes					900,000
Net cash provided by financing activities - continued operations					900,000
Net cash provided by financing activities - discontinued operations						33,820,020
Net cash provided by financing activities					900,000	33,820,020
Net Change in Cash					147,316	1,673,968
Cash - Beginning of Reporting Period
Cash - End of Reporting Period	$ 147,316		$ 1,673,968		147,316	1,673,968
Supplemental Disclosure of Cash Flow Information
Interest paid						500,961
Income tax paid
Initial recognition of beneficial conversion feature					108,750
Issuance of Series B preferred stock as compensation for deferred financing fees					400,000
Issuance of Series B preferred stock for settlement of convertible notes payable						2,397,248
Elimination of derivative liability due to debt settlement						461,539
Dividends declared on series B preferred stock					29,959
Right of use assets and right of use liabilities recognized					879,635
Initial recognition of debt discount					850,000
Deemed distribution to CEO					$ 163,626

Organization and Operations

Organization and Operations	9 Months Ended
	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations	Note 1 - Organization and Operations Bridgeway National Corp., which we refer to as “the Company,” “our Company,” “we,” “us” or “our,”‎ was originally incorporated under the laws of the State of Nevada as Snap Online Marketing Inc. on June 4, 2012 and subsequently changed its name to LifeLogger Technologies Corp., which we were referred to as “LifeLogger.” On April 10, 2019, we reincorporated as a Delaware corporation and changed our name to Capital Park Holdings Corp. On December 19, 2019, we changed our name to Bridgeway National Corp. Our principal business address is 1015 15 th Corporate Structure The Company is structured as a Delaware corporation that we expect to be treated as a corporation for U.S. federal income tax purposes. Your rights as a holder of shares, and the fiduciary duties of the Company’s Board of Directors and executive officers, and any limitations relating thereto are set forth in the documents governing the Company and may differ from those applying to a Delaware corporation. However, the documents governing the Company specify that the duties of its directors and officers will be generally consistent with the duties of a director of a Delaware corporation. The Company’s Board of Directors will oversee the management of the Company and our businesses. Initially, the Company’s Board of Directors will be comprised of five (5) directors, with three (3) of those directors appointed by holders of the Company’s Class A common stock and two (2) of those directors appointed by holders of the Company’s Class B common stock, and at least three (3) of whom will be the Company’s independent directors. Prior to the transactions that took place on January 9, 2019, we were a lifelogging software company that developed and hosted a proprietary cloud-based software solution ‎accessible on iOS and Android devices that offers an enhanced media experience for consumers by augmenting ‎videos, livestreams and photos with additional context information and providing a platform that makes it easy to ‎find and use that data when viewing or sharing media. Subsequent to transactions that took place on January 9, 2019, in addition to its lifelogging software business, the Company has been structured as a holding company ‎with a business strategy focused on owning subsidiaries engaged in a number of diverse business activities.‎

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. Liquidity and Basis of Presentation The accompanying unaudited consolidated financial statements are expressed in United States dollars (“USD”) and related Notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2019 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on September 21, 2020. The unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the unaudited consolidated financial statements, the Company had an accumulated deficit of $9,786,810 at September 30, 2020, and a net loss of $2,881,043 for the nine-month ended September 30, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Although the Company has recently broadened its business and operating model in an effort to generate more sufficient and stable sources of revenues and cash flows, its cash position is not sufficient to support its daily operations. While the Company believes that its new business and operating model presents a viable strategy to generate sufficient revenue and believes in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. Leases On January 1, 2019, the Company adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset right of use liabilities – operating leases, current, and right of use liabilities – operating leases, long-term in the balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statements of operations. The Company determines the lease term by agreement with lessor. As our lease do not provide an implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 10 for further discussion. Convertible Notes Payable and Derivative Instruments The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. If the conversion feature and other features embed within the convertible note meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the valuation technique upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible note, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible note derivative is recorded as a liability with an offsetting amount which offsets the carrying amount of the note. The convertible debt derivative is revalued at the end of each reporting period on a recurring basis and any change in fair value is recorded as a gain or loss in the consolidated statements of operations. The note discount is amortized through interest expense over the life of the note. Recently issued accounting pronouncements In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections. This ASU amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. One of the changes in the ASU requires a presentation of changes in stockholders’ equity in the form of a reconciliation, either as a separate financial statement or in the notes to the financial statements, for the current and comparative year-to-date interim periods. The Company presented changes in stockholders’ equity as separate financial statements for the current and comparative year-to-date interim periods beginning on January 1, 2020. The additional elements of the ASU did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impacts of the provisions of ASU 2019-12 on its financial condition, results of operations, and cash flows. In March 2020, the FASB issued ASU No. 2030-20 Codification Improvements to Financial Instruments, An Amendment of the FASB Accounting Standards Codification: a)in ASU No. 2016-01, b) in Subtopic 820-10, c) for depository and lending institutions clarification in disclosure requirements, d) in Subtopic 470-50, e) in Subtopic 820-10, f) Interaction of Topic 842 and Topic 326, g) Interaction of the guidance in Topic 326 and Subtopic 860-20.The amendments in this Update represent changes to clarify or improve the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. For public business entities updates under the following paragraphs: a), b), d) and e) are effective upon issuance of this final update. The effective date for c) is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company does not expect that the new guidance will significantly impact its consolidated financial statements. The Company continues to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 3 – Property and Equipment Property and equipment as at September 30, 2020 consisted of the following: September 30, 2020 December 31, 2019 Computer and equipment 23,214 4,686 Office equipment 66,378 - 89,592 4,686 Accumulated depreciation (7,902 ) (703 ) Total 81,690 3,983

Convertible Notes Payable

Convertible Notes Payable	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Convertible Notes Payable	Note 4 – Convertible Notes Payable a) On March 2, 2020 (the “Issue Date”), the Company entered into a promissory note purchase agreement (the “Purchase Agreement”) with SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (the “Purchaser” or “SBI”), on behalf of itself and the other note purchasers (collectively, the “Purchasers”), pursuant to which the Purchasers purchased from the Company (i) 12% unsecured convertible promissory notes of the Company in an aggregate principal amount of $845,000 of which $75,000 were related to original issuance discount and $20,000 were related to deferred finance costs (with the understanding that the initial six months of such interest shall be guaranteed) (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Notes”, and each, a “Note”), convertible into shares (the “Conversion Shares”) of common stock of the Company (the “Common Stock”) and (ii) warrants (each a “Warrant” and together, the “Warrants”) to acquire up to 4,447,368 shares of Common Stock (the “Warrant Shares”). The maturity date of the notes is December 2, 2020 (the “Maturity Date”). Under the terms of the Notes, the Purchasers shall have the right at any time on or after the Issue Date, to convert (a “Conversion”) all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Notes, and any other amounts owed under the Notes, into shares of Common Stock at the Conversion Price (as defined below). However, in no event shall any Purchaser be entitled to convert any portion of any of the Notes in excess of the amount that upon conversion would result in the number of shares of Common Stock beneficially owned by the Purchaser and its affiliates to exceed 4.99% of the outstanding shares of Common Stock (the “Maximum Share Amount”). The “Conversion Price” per share is the lower of (i) $0.095 or (ii) the Variable Conversion Price (as defined below). The “Variable Conversion Price” shall mean 70% multiplied by the Market Price (as defined below). “Market Price” means the lowest trading price for the Common Stock during the fifteen (15) day period ending on the last complete trading day prior to the Conversion Date. Under the terms of the Warrants, the exercise price per share of the Common Stock under each Warrant shall be equal to $0.095 per share, subject to adjustment (the “Exercise Price”) and each Warrant contains a cashless exercise option. Each Warrant has a term of five (5) years from the Issue Date. The Notes and Warrants included embedded derivative features that were accounted for as derivative liabilities due to the variable conversion prices upon default and forced conversion; full reset provisions; and redemption features based on FASB guidance in ASC 815 and EITF 07–05. The Warrants were treated as derivative liabilities due to the tainted equity environment based on the notes that are convertible into an indeterminate number of shares. On March 2, 2020, the Company recorded an initial recognition loss of derivative liabilities of $1,739,698, $750,000 discount on the notes payable of which $50,700 is 6-months guaranteed interest and $95,000 original issuance discount amortized over the term of the convertible notes. The amount of amortization recognized on the discount for the three-and nine-month period ended was $301,589 ($309,784 less $8,195 accrued interest) and $581,972 ($590,167 less $8,195 accrued interest), respectively. As at September 30, 2020 the Company owed $845,000 in principal and the accrued interest was $58,895, which consisted of the guaranteed interest accrued of $50,700 and was recorded in accrued expenses on convertible notes. b) On September 30, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $155,000. Pursuant to the agreement, the note was issued with an original issue discount of $5,000 and as such the purchase price was $150,000. Under the terms of the debenture, the amount is unsecured, bears interest at 6% per annum (18% default interest rate), and is due on June 30, 2021. The debenture is convertible into common shares of the Company at a conversion price $0.04. The convertible debt was not considered tainted due to 11,625,000 shares of common stock held on reserve for issuance upon full conversion of this debenture. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $108,750 as additional paid-in capital and reduced the carrying value of the convertible note to $41,250. The carrying value will be accreted over the term of the convertible notes up to their face value of $155,000. As at September 30, 2020, the carrying value of the convertible note was $41,250 and had an unamortized discount of $113,750 ($108,750 beneficial conversion feature and $5,000 OID). During the nine-month period ended September 30, 2020, the Company recorded accretion expense of $nil.

Derivative Liability

Derivative Liability	9 Months Ended
	Sep. 30, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability	Note 5 – Derivative Liability In connection with the sale of debt or equity instruments, the Company may sell warrants to purchase the Company’s common stock. In certain circumstances, these warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. The Company’s derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, the Company’s current common stock price and expected dividend yield, and the expected volatility of the Company’s common stock price over the life of the instrument. The following table summarizes the warrant derivative liabilities and convertible notes activity for the nine months ended September 30, 2020: Derivative Liabilities Derivative liabilities as at December 31, 2019 - Initial recognition of loss of derivative liabilities $ 1,739,698 Convertible notes discount 699,300 Change in fair value of warrants and notes (37,994 ) Derivative liabilities as at March 31, 2020 $ 2,401,004 Change in fair value of warrants and notes (695,022 ) Derivative liabilities as at June 30, 2020 $ 1,705,982 Change in fair value of warrants and notes 586,322 Derivative liabilities as at September 30, 2020 $ 2,292,304 The Monte Carlo methodology was used to value the derivative components, using the following assumptions: Warrants Notes Dividend yield - 12 % Risk-free rate for term 1.05% to 0.31 % 0.97% - 0.13 % Volatility 288.6% to 323.3 % 286.5% to 348.1 % Remaining term (Years) 4.42 0.17 Stock Price $ 0.040 to $0.110 $ 0.040 to $0.110

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2020
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Note 6 – Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses, derivative liabilities and convertible debt. The estimated fair value of the financial instruments approximate their carrying amounts due to the short-term nature of these instruments. The Company utilizes various types of financing to fund its business needs, including convertible debt with warrants attached. The Company reviews its warrants and conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so, whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with changes in fair value recognized in current earnings. The fair value of the warrants and the embedded conversion feature of the convertible debt is classified as a liability. Some of these units have embedded conversion features that are treated as a discount on the convertible notes. Such financial instruments are initially recorded at fair value and amortized to interest expense over the life of the debt using the effective interest method. Inputs used in the valuation to derive fair value are classified based on a fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: Level one - Quoted market prices in active markets for identical assets or liabilities; Level two - Inputs other than level one inputs that are either directly or indirectly observable; and Level three - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of these convertible notes and warrants derivative liability under level three. The Company’s settlement payable is measured at fair value on a recurring basis based on the most recent settlement offer. The Company classifies the fair value of the settlement payable under level three. The Company’s rescission liability is measured at fair value on a recurring basis based on the most recent stock price. The Company classifies the fair value of the rescission liability under level one. Based on ASC Topic 815 and related guidance, the Company concluded the common stock purchase warrants are required to be accounted for as derivatives as of the issue date due to a reset feature on the exercise price. At the date of issuance warrant derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The Company records the fair value of these derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected in the consolidated statements of operations as “Change in fair value of derivative liabilities” These derivative instruments are not designated as hedging instruments under ASC 815-10 and are disclosed on the balance sheet under Derivative Liabilities. The following table presents liabilities that are measured and recognized at fair value on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains Derivatives $ - $ - $ - $ - Fair Value at December 31, 2019 $ - $ - $ - $ - Derivatives $ - $ - $ 2,292,304 $ 146,694 Fair Value at September 30, 2020 $ - $ - $ 2,292,304 $ 146,694

Warrants

Warrants	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
Warrants	Note 7 – Warrants: As at September 30, 2020, the Company had the following warrant securities outstanding: Common Stock Warrants January 1, 2020 - Less: Exercised - Less: Expired/Cancelled - Add: Issued 10,562,499 * September 30, 2020 10,562,499 *The amount of warrants as at March 31, 2020 and June 30, 2020 was 4,447,368. As at September 30, 2020, the number of warrants outstanding included a full reset adjustment due to the issuance of additional convertible notes. The fair value of the warrants at issuance was $577,868, with an expiration of March 3, 2025 and exercise price of $0.095. During the three months ended September 30, 2020, the exercise price was reset to $0.04. The fair value of the warrants as at September 30, 2020 was $803,192.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 8 – Related Party Transactions Related Parties Related parties with whom the Company had transactions are: Related Parties Relationship Stew Garner Chairman, CEO, CFO and director (resigned effective January 9, 2019) Eric Blue Chairman, CEO, and director (effective January 9, 2019) Consulting services from Officer Consulting services provided by the officer for the nine months ended September 30, 2020 and 2019: September 30, 2020 September 30, 2019 President, Chief Executive Officer and Chief Financial Officer $ nil $ nil During the year ended December 31, 2019, an amount of $113,070 of payments were made on behalf of a related company by virtue of same management. The amount of $84,997 due to related party as of December 31, 2019 were unsecured, bore no interest and were due on demand. Included in the amount were $28,073 in dividends paid by the related party on behalf of the Company as of December 31,2019. During the nine-month ended September 30, 2020, an amount of $163,626 were characterized as a deemed distribution to the CEO; an amount of $78,629 of advances and $85,290 of payments were made to the CEO. Included in accounts payable was a balance of $85,290 owing to the current CEO of the Company as of September 30, 2020, which were unsecured, bore no interest and were due on demand.

Stockholders' Deficiency

Stockholders' Deficiency	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
Stockholders' Deficiency	Note 9- Stockholders’ Deficiency Shares Authorized The Company’s authorized capital stock consists of 168,750,000 shares of Class A common stock, par value $0.001 per share, 18,750,000 Class B common stock, par value $0.001per share and 62,500,000 shares of preferred stock, par value $0.001 per share of which 1,000 shares are designated “Series A Preferred Stock” and of which one hundred twenty-five thousand and one hundred eighty-one (125,181) shares are designated “Series B Preferred Stock”. Common Stock Common Shares Issued for Cash No common shares were issued for cash during the nine months ended September 30, 2020. Common Shares Issued for Non- Cash No common shares were issued for non-cash during the nine months ended September 30, 2020. Preferred Stock During the nine-month period ended September 30, 2020, the Company declared $29,959 in dividends on the Series B Preferred Stock, of which $29,959 was accrued as Dividend Payable. On October 24, 2019, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with SBI and Oasis Capital, LLC, a Puerto Rico limited liability company (“Oasis” and together with SBI, the “Investors”, and each, an “Investor”), pursuant to which the Investors agreed to, in the aggregate between the Investors, purchase from the Company up to Ten Million Dollars ($10,000,000.00)(the “Maximum Commitment Amount”) of the Common Stock. Under the terms of the Purchase Agreement, the Company shall have the right, but not the obligation, to direct an Investor, by its delivery to the Investor of a put notice (the “Put Notice”) from time to time beginning on the execution date of the Purchase Agreement and ending on the earlier to occur of: (i) the date on which the Investors shall have purchased Put Shares equal to the Maximum Commitment Amount, (ii) October 24, 2021, or (iii) written notice of termination by the Company to the Investors (together, the “Commitment Period”), to purchase Put Shares. Notwithstanding any other terms of the Purchase Agreement, in each instance, (i) the amount that is the subject of a Put Notice (the “Investment Amount”) is not more than the Maximum Put Amount (as defined below), (ii) the aggregate Investment Amount of all Put Notices shall not exceed the Maximum Commitment Amount and (iii) the Company cannot deliver consecutive Put Notices and/or consummate closings to the same Investor, meaning for the avoidance of doubt, that Put Notices delivered by the Company must alternate between Oasis and SBI. “Maximum Put Amount” means the lesser of (i) such amount that equals two hundred fifty percent (250%) of the average daily trading volume of the Common Stock and (ii) One Million Dollars ($1,000,000.00). The price paid for each share of Common Stock (the “Purchase Price”) subject to a Put Notice (each, a “Put Share”) shall be 85% of the Market Price (as defined below) on the date upon which the Purchase Price is calculated in accordance with the terms and conditions of the Purchase Agreement. “Market Price” means the one (1) lowest traded price of the Common Stock on the principal market for any trading day during the Valuation Period (as defined below), as reported by Bloomberg Finance L.P. or other reputable source. “Valuation Period” means the period of five (5) consecutive trading days immediately following the Clearing Date (as defined below) associated with the applicable Put Notice during which the Purchase Price of the Common Stock is valued, provided, however, that the Valuation Period shall instead begin on the Clearing Date if the respective Put Shares are received as DWAC Shares in the applicable Investor’s brokerage account prior to 11:00 a.m. EST on the respective Clearing Date. “Clearing Date” means the date on which an Investor receives the Put Shares as DWAC Shares in its brokerage account. Concurrently with the execution of the Purchase Agreement, the Company, SBI and Oasis entered into a Registration Rights Agreement, dated as of October 24, 2019 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company shall by December 8, 2019, file with the SEC an initial registration statement on Form S-1 covering the maximum number of Registrable Securities (as defined below) as shall be permitted to be included in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investors, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investors in consultation with their respective legal counsel. “Registrable Securities” means all of the Put Shares which have been, or which may, from time to time be issued, including without limitation all of the shares of Common Stock which have been issued or will be issued to an Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with respect to Put Shares (as such terms are defined in the Purchase Agreement) issued or issuable to an Investor, and shares of Common Stock issued to an Investor with respect to the Put Shares and the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement. As compensation for the commitments made under the Purchase Agreement, the Company paid to the Investors a commitment fee equal to four percent (4%) of the Maximum Commitment Amount (the “Commitment Fee”). The Commitment Fee was paid by the Company by issuing to the Investors 28,572 shares of the Company’s Series B Preferred Stock, authorized on February 25, 2020 and issued as on February 25, 2020 with the amount of $400,000 recorded to deferred financing costs. The fair value was determined based on the issuance price mutually agreed upon between the parties as at the date of issuance.

Lease

Lease	9 Months Ended
	Sep. 30, 2020
Leases [Abstract]
Lease	Note 10- Lease The Company entered into an operating lease agreement with a scheduled commencement date on January 15, 2020 for a sixty-seven-month term, with an option to renew for a five-year term. The Company adopted ASC 842 – Leases using the modified retrospective cumulative catch-up approach beginning on January 1, 2019. Under this approach, the Company did not restate its comparative amounts and recognized a right-of-use asset equal to the present value of the future lease payments. The Company elected to apply the practical expedient to only transition contracts which were previously identified as leases and elected to not recognize right-of-use assets and lease obligations for leases of low value assets. When measuring the right of use liabilities, the Company discounted lease payments using its incremental borrowing rate at January 15, 2020. The weighted-average-rate applied is 12%. $ Operating lease right-of-use asset – initial recognition 879,635 Amortization (118,160 ) Balance at September 30, 2020 761,475 Right of use liabilities – operating leases – initial recognition 879,635 Principal repayment (78,774 ) Balance at September 30, 2020 800,861 Current portion of right of use liabilities – operating leases 120,590 Noncurrent portion of right of use liabilities – operating leases 680,271 The operating lease expense was $193,860 for the nine months ended September 30, 2020 and included in the general and administrative expenses. The following table represents the contractual undiscounted cash flows for right of use liabilities – operating leases due within twelve months of September 30, $ 2020 209,827 2021 215,072 2022 220,449 2023 225,961 2024 192,771 thereafter - Total minimum lease payments 1,064,080 Less: effect of discounting (263,219 ) Present value of future minimum lease payments 800,861 Less: current portion of right of use liabilities – operating leases 120,590 Noncurrent portion of right of use liabilities – operating leases 680,271

Acquisition and Discontinued Op

Acquisition and Discontinued Operations	9 Months Ended
	Sep. 30, 2020
Acquisition And Discontinued Operations
Acquisition and Discontinued Operations	Note 11- Acquisition and discontinued operations The Company entered into an agreement (the “Transaction Agreement”) on May 3, 2019 with C-PAK, P&G, and Capital Park Holdings Corp., solely in its capacity as guarantor, for an acquisition of certain assets pertaining to the “Joy” and “Cream Suds” trademarks for $30,000,000. As at October 1, 2019, the Transaction Agreement was terminated between the parties. The terms of the termination are undergoing further negotiations. Results of operations, financial position and cash flows for these businesses are separately reported as discontinued operations. Financial information for discontinued operations, for the three and nine months ended September 30, 2020: Three months ended September 30, 2020 Nine months ended September 30, 2020 Expenses - - Other income (expenses) Other income - - Interest expense - - Loss before income tax provision - - Benefit (provision) for income taxes - - Loss from discontinued operations, net of taxes - - There were no assets or liabilities of discontinued operations held as at September 30, 2020 and December 31, 2019.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 12- Subsequent events The Company’s management has evaluated subsequent events up to November 16, 2020, the date the unaudited consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: On October 3, 2020, the Company issued a convertible debenture, to a non-related party, in the amount of $155,000. Pursuant to the agreement, the note was issued with an original issue discount of $5,000 and as such the purchase price was $150,000. Under the terms of the debenture, the amount is unsecured, bears interest at 6% per annum (18% default interest rate), and is due on June 30, 2021. The debenture is convertible into common shares of the Company at a conversion price $0.04. Effective October 15, 2020, Bridgeway entered into two purchase agreements (the “Purchase Agreements”) pursuant to which we agreed to acquire 100% of the outstanding capital stock of Merchandize Liquidators, Inc., a Miami-Florida based direct wholesale and retail liquidator of surplus merchandise (“MLI”). The first Purchase Agreement with CW Merchandize Liquidators, LLC (“CW Merchandize”), the minority shareholder of MLI (the “CW Merchandize Purchase Agreement”), provides for the acquisition of CW Merchandize’s shares in MLI in exchange for payment of cash consideration of $6.999 million. The second Purchase Agreement with Edgar Martinez, the majority shareholder of MLI (the “Martinez Purchase Agreement”), provides for the acquisition of his shares in MLI in exchange for the issuance of 252,644,000 shares of Bridgeway Class A Common Stock. As of date of filing, the date of closing has yet to be scheduled.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Reclassification	Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss.
Liquidity and Basis of Presentation	Liquidity and Basis of Presentation The accompanying unaudited consolidated financial statements are expressed in United States dollars (“USD”) and related Notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2019 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on September 21, 2020. The unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the unaudited consolidated financial statements, the Company had an accumulated deficit of $9,786,810 at September 30, 2020, and a net loss of $2,881,043 for the nine-month ended September 30, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Although the Company has recently broadened its business and operating model in an effort to generate more sufficient and stable sources of revenues and cash flows, its cash position is not sufficient to support its daily operations. While the Company believes that its new business and operating model presents a viable strategy to generate sufficient revenue and believes in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.
Leases	Leases On January 1, 2019, the Company adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset right of use liabilities – operating leases, current, and right of use liabilities – operating leases, long-term in the balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statements of operations. The Company determines the lease term by agreement with lessor. As our lease do not provide an implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 10 for further discussion.
Convertible Notes Payable and Derivative Instruments	Convertible Notes Payable and Derivative Instruments The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. If the conversion feature and other features embed within the convertible note meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the valuation technique upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible note, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible note derivative is recorded as a liability with an offsetting amount which offsets the carrying amount of the note. The convertible debt derivative is revalued at the end of each reporting period on a recurring basis and any change in fair value is recorded as a gain or loss in the consolidated statements of operations. The note discount is amortized through interest expense over the life of the note.
Recently Issued Accounting Pronouncements	Recently issued accounting pronouncements In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections. This ASU amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. One of the changes in the ASU requires a presentation of changes in stockholders’ equity in the form of a reconciliation, either as a separate financial statement or in the notes to the financial statements, for the current and comparative year-to-date interim periods. The Company presented changes in stockholders’ equity as separate financial statements for the current and comparative year-to-date interim periods beginning on January 1, 2020. The additional elements of the ASU did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impacts of the provisions of ASU 2019-12 on its financial condition, results of operations, and cash flows. In March 2020, the FASB issued ASU No. 2030-20 Codification Improvements to Financial Instruments, An Amendment of the FASB Accounting Standards Codification: a)in ASU No. 2016-01, b) in Subtopic 820-10, c) for depository and lending institutions clarification in disclosure requirements, d) in Subtopic 470-50, e) in Subtopic 820-10, f) Interaction of Topic 842 and Topic 326, g) Interaction of the guidance in Topic 326 and Subtopic 860-20.The amendments in this Update represent changes to clarify or improve the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. For public business entities updates under the following paragraphs: a), b), d) and e) are effective upon issuance of this final update. The effective date for c) is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company does not expect that the new guidance will significantly impact its consolidated financial statements. The Company continues to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems.

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment as at September 30, 2020 consisted of the following: September 30, 2020 December 31, 2019 Computer and equipment 23,214 4,686 Office equipment 66,378 - 89,592 4,686 Accumulated depreciation (7,902 ) (703 ) Total 81,690 3,983

Derivative Liability (Tables)

Derivative Liability (Tables)	9 Months Ended
	Sep. 30, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Summary of Warrants Derivative Liabilities Activity	The following table summarizes the warrant derivative liabilities and convertible notes activity for the nine months ended September 30, 2020: Derivative Liabilities Derivative liabilities as at December 31, 2019 - Initial recognition of loss of derivative liabilities $ 1,739,698 Convertible notes discount 699,300 Change in fair value of warrants and notes (37,994 ) Derivative liabilities as at March 31, 2020 $ 2,401,004 Change in fair value of warrants and notes (695,022 ) Derivative liabilities as at June 30, 2020 $ 1,705,982 Change in fair value of warrants and notes 586,322 Derivative liabilities as at September 30, 2020 $ 2,292,304
Schedule of Warrants Issued with Assumptions	The Monte Carlo methodology was used to value the derivative components, using the following assumptions: Warrants Notes Dividend yield - 12 % Risk-free rate for term 1.05% to 0.31 % 0.97% - 0.13 % Volatility 288.6% to 323.3 % 286.5% to 348.1 % Remaining term (Years) 4.42 0.17 Stock Price $ 0.040 to $0.110 $ 0.040 to $0.110

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2020
Fair Value Disclosures [Abstract]
Schedule of Fair Value of Liabilities	The following table presents liabilities that are measured and recognized at fair value on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains Derivatives $ - $ - $ - $ - Fair Value at December 31, 2019 $ - $ - $ - $ - Derivatives $ - $ - $ 2,292,304 $ 146,694 Fair Value at September 30, 2020 $ - $ - $ 2,292,304 $ 146,694

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
Schedule of Warrant Securities Outstanding	As at September 30, 2020, the Company had the following warrant securities outstanding: Common Stock Warrants January 1, 2020 - Less: Exercised - Less: Expired/Cancelled - Add: Issued 10,562,499 * September 30, 2020 10,562,499 *The amount of warrants as at March 31, 2020 and June 30, 2020 was 4,447,368. As at September 30, 2020, the number of warrants outstanding included a full reset adjustment due to the issuance of additional convertible notes.

Related Party Transactions (Tab

Related Party Transactions (Tables)	9 Months Ended
	Sep. 30, 2020
Related Party Transactions [Abstract]
Schedule of Related Party Transactions	Consulting services provided by the officer for the nine months ended September 30, 2020 and 2019: September 30, 2020 September 30, 2019 President, Chief Executive Officer and Chief Financial Officer $ nil $ nil

Lease (Tables)

Lease (Tables)	9 Months Ended
	Sep. 30, 2020
Leases [Abstract]
Schedule of Lease Obligations	When measuring the right of use liabilities, the Company discounted lease payments using its incremental borrowing rate at January 15, 2020. The weighted-average-rate applied is 12%. $ Operating lease right-of-use asset – initial recognition 879,635 Amortization (118,160 ) Balance at September 30, 2020 761,475 Right of use liabilities – operating leases – initial recognition 879,635 Principal repayment (78,774 ) Balance at September 30, 2020 800,861 Current portion of right of use liabilities – operating leases 120,590 Noncurrent portion of right of use liabilities – operating leases 680,271
Schedule of Undiscounted Cash Flows for Lease Obligations	The following table represents the contractual undiscounted cash flows for right of use liabilities – operating leases due within twelve months of September 30, $ 2020 209,827 2021 215,072 2022 220,449 2023 225,961 2024 192,771 thereafter - Total minimum lease payments 1,064,080 Less: effect of discounting (263,219 ) Present value of future minimum lease payments 800,861 Less: current portion of right of use liabilities – operating leases 120,590 Noncurrent portion of right of use liabilities – operating leases 680,271

Acquisition and Discontinued _2

Acquisition and Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2020
Acquisition And Discontinued Operations
Schedule of Financial Information for Discontinued Operations	Financial information for discontinued operations, for the three and nine months ended September 30, 2020: Three months ended September 30, 2020 Nine months ended September 30, 2020 Expenses - - Other income (expenses) Other income - - Interest expense - - Loss before income tax provision - - Benefit (provision) for income taxes - - Loss from discontinued operations, net of taxes - -

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Accounting Policies [Abstract]
Accumulated deficit	$ (9,786,810)						$ (9,786,810)		$ (6,905,767)
Net loss	$ (1,059,657)	$ 190,238	$ (2,011,624)	$ 452,926	$ (500,963)	$ (206,927)	$ (2,881,043)	$ (254,964)

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Property and equipment, gross	$ 89,592	$ 4,686
Accumulated depreciation	(7,902)	(703)
Total	81,690	3,983
Computer and Equipment [Member]
Property and equipment, gross	23,214	4,686
Office Equipment [Member]
Property and equipment, gross	$ 66,378

Convertible Notes Payable (Deta

Convertible Notes Payable (Details Narrative) - USD ($)	Sep. 30, 2020	Mar. 02, 2020	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2019
Warrant exercise price	$ 0.095		$ 0.095	$ 0.095
Initial recognition of loss of derivative liabilities		$ 1,739,698
Convertible notes discount		750,000
Guaranteed accrued interest		50,700
Original interest discount		$ 95,000
Unamortized discount	$ 376,778		$ 376,778	$ 376,778
Promissory Note [Member]
Aggregate principal amount	845,000		845,000	845,000
Guaranteed accrued interest	58,895		58,895	58,895
Accrued interest	$ 50,700		$ 50,700	$ 50,700
Convertible Debenture [Member]
Debt interest rate	18.00%		18.00%	18.00%
Aggregate principal amount	$ 155,000		$ 155,000	$ 155,000
Original issue discount	5,000		5,000	5,000
Purchase price	$ 150,000		$ 150,000	$ 150,000
Effective interest rate	6.00%		6.00%	6.00%
Interest rate description	Under the terms of the debenture, the amount is unsecured, bears interest at 6% per annum (18% default interest rate)
Debt maturity date	Jun. 30, 2021
Debt conversion price	$ 0.04		$ 0.04	$ 0.04
Common stock held on reserve	11,625,000		11,625,000	11,625,000
Beneficial conversion feature	$ 108,750
Carrying value of convertible note	41,250
Convertible Note [Member ]
Aggregate principal amount	41,250		$ 41,250	$ 41,250
Original issue discount	5,000		5,000	5,000
Beneficial conversion feature				108,750
Unamortized discount	113,750		113,750	113,750
Accretion expense
Purchase Agreement [Member] | Promissory Note [Member]
Debt interest rate		12.00%
Aggregate principal amount		$ 845,000
Original issue discount		75,000
Deferred finance costs		$ 20,000
Acquisition of warrant shares		4,447,368
Maturity date description		The maturity date of the Notes is December 2, 2020 (the "Maturity Date").
Conversion description		The “Conversion Price” per share is the lower of (i) $0.095 or (ii) the Variable Conversion Price (as defined below). The “Variable Conversion Price” shall mean 70% multiplied by the Market Price (as defined below). “Market Price” means the lowest trading price for the Common Stock during the fifteen (15) day period ending on the last complete trading day prior to the Conversion Date.
Warrant exercise price		$ 0.095
Warrant term		5 years
Amortized debt discount			301,589	581,972
Amortized debt discount excluding accrued interest			309,784	590,167
Accrued interest	$ 8,195		$ 8,195	$ 8,195
Purchase Agreement [Member] | Promissory Note [Member] | Minimum [Member]
Beneficial ownership percentage		4.99%

Derivative Liability - Summary

Derivative Liability - Summary of Warrants Derivative Liabilities Activity (Details) - USD ($)	Mar. 02, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Initial recognition of loss of derivative liabilities	$ 1,739,698
Convertible notes discount	$ 750,000
Change in fair value of warrants and notes		$ (586,322)				$ 146,694
Warrant Derivative Liabilities [Member]
Derivative liabilities beginning		1,705,982	$ 2,401,004
Initial recognition of loss of derivative liabilities				1,739,698
Convertible notes discount				699,300
Change in fair value of warrants and notes		586,322	(695,022)	(37,994)
Derivative liabilities ending		$ 2,292,304	$ 1,705,982	$ 2,401,004		$ 2,292,304

Derivative Liability - Schedule

Derivative Liability - Schedule of Warrants Issued with Assumptions (Details)	9 Months Ended
	Sep. 30, 2020Integer$ / shares
Minimum [Member]
Stock Price | $ / shares	$ 0.040
Maximum [Member]
Stock Price | $ / shares	$ 0.110
Dividend Yield [Member]
Fair value assumptions, measurement input, percentages	12
Risk Free Interest Rate for Term [Member] | Minimum [Member]
Fair value assumptions, measurement input, percentages	0.97
Risk Free Interest Rate for Term [Member] | Maximum [Member]
Fair value assumptions, measurement input, percentages	0.13
Volatility [Member] | Minimum [Member]
Fair value assumptions, measurement input, percentages	286.5
Volatility [Member] | Maximum [Member]
Fair value assumptions, measurement input, percentages	348.1
Remaining Term (Years) [Member]
Fair value assumptions, measurement input, term	2 months 1 day
Warrant Derivative Liabilities [Member] | Minimum [Member]
Stock Price | $ / shares	$ 0.040
Warrant Derivative Liabilities [Member] | Maximum [Member]
Stock Price | $ / shares	$ 0.110
Warrant Derivative Liabilities [Member] | Dividend Yield [Member]
Fair value assumptions, measurement input, percentages	0
Warrant Derivative Liabilities [Member] | Risk Free Interest Rate for Term [Member] | Minimum [Member]
Fair value assumptions, measurement input, percentages	1.05
Warrant Derivative Liabilities [Member] | Risk Free Interest Rate for Term [Member] | Maximum [Member]
Fair value assumptions, measurement input, percentages	0.31
Warrant Derivative Liabilities [Member] | Volatility [Member] | Minimum [Member]
Fair value assumptions, measurement input, percentages	288.6
Warrant Derivative Liabilities [Member] | Volatility [Member] | Maximum [Member]
Fair value assumptions, measurement input, percentages	323.3
Warrant Derivative Liabilities [Member] | Remaining Term (Years) [Member]
Fair value assumptions, measurement input, term	4 years 5 months 1 day

Fair Value of Financial Instr_3

Fair Value of Financial Instruments - Schedule of Fair Value of Liabilities (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Fair Value of derivative liabilities	$ (586,322)		$ 146,694
Derivative [Member]
Fair Value of derivative liabilities			146,694
Level 1 [Member]
Fair Value of derivative liabilities
Level 1 [Member] | Derivative [Member]
Fair Value of derivative liabilities
Level 2 [Member]
Fair Value of derivative liabilities
Level 2 [Member] | Derivative [Member]
Fair Value of derivative liabilities
Level 3 [Member]
Fair Value of derivative liabilities			2,292,304
Level 3 [Member] | Derivative [Member]
Fair Value of derivative liabilities			$ 2,292,304

Warrants (Details Narrative)

Warrants (Details Narrative)	9 Months Ended
	Sep. 30, 2020USD ($)$ / shares
Equity [Abstract]
Fair value of the warrants at issuance | $	$ 577,868
Expiration date	Mar. 3, 2025
Exercise Price | $ / shares	$ 0.095
Exercise price reset | $ / shares	$ 0.04
Fair value of the warrants | $	$ 803,192

Warrants - Schedule of Warrant

Warrants - Schedule of Warrant Securities Outstanding (Details) - Common Stock Warrants [Member]	9 Months Ended
	Sep. 30, 2020shares
Warrant outstanding, beginning balance
Less: Exercised
Less: Expired/Cancelled
Add: Issued	10,562,499	[1]
Warrant outstanding, ending balance	10,562,499
[1]	The amount of warrants as at March 31, 2020 and June 30, 2020 was 4,447,368. As at September 30, 2020, the number of warrants outstanding included a full reset adjustment due to the issuance of additional convertible notes.

Warrants - Schedule of Warran_2

Warrants - Schedule of Warrant Securities Outstanding (Details) (Parenthetical) - shares	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Common Stock Warrants [Member]
Warrants outstanding	10,562,499	4,447,368	4,447,368

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Due from related party		$ 113,070
Due to related party		84,997
Dividends paid by related party on behalf of the company		28,073
Accounts payable	$ 149,884	$ 87,746
Consulting Services From Officer [Member]
Deemed distribution to CEO	163,626
Chief Executive Officer [Member]
Receivable from related parties	78,629
Accounts payable	$ 85,290

Related Party Transactions - Sc

Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
President, Chief Executive Officer, Chief Financial Officer [Member]
President, Chief Executive Officer and Chief Financial Officer

Stockholders' Deficiency (Detai

Stockholders' Deficiency (Details Narrative) - USD ($)	Oct. 24, 2019	Mar. 31, 2019	Sep. 30, 2020	Feb. 25, 2020	Dec. 31, 2019
Preferred stock, shares authorized			62,500,000
Preferred stock, par value			$ 0.001
Number of shares issued
Number of shares issued for non-cash
Purchase Agreement [Member] | Investors [Member]
Line of credit, maximum borrowing capacity	$ 10,000,000
Line of credit description	Notwithstanding any other terms of the Purchase Agreement, in each instance, (i) the amount that is the subject of a Put Notice (the "Investment Amount") is not more than the Maximum Put Amount (as defined below), (ii) the aggregate Investment Amount of all Put Notices shall not exceed the Maximum Commitment Amount and (iii) the Company cannot deliver consecutive Put Notices and/or consummate closings to the same Investor, meaning for the avoidance of doubt, that Put Notices delivered by the Company must alternate between Oasis and SBI. "Maximum Put Amount" means the lesser of (i) such amount that equals two hundred fifty percent (250%) of the average daily trading volume of the Common Stock and (ii) One Million Dollars ($1,000,000.00). The price paid for each share of Common Stock (the "Purchase Price") subject to a Put Notice (each, a "Put Share") shall be 85% of the Market Price (as defined below) on the date upon which the Purchase Price is calculated in accordance with the terms and conditions of the Purchase Agreement. "Market Price" means the one (1) lowest traded price of the Common Stock on the principal market for any trading day during the Valuation Period (as defined below), as reported by Bloomberg Finance L.P. or other reputable source. "Valuation Period" means the period of five (5) consecutive trading days immediately following the Clearing Date
Commitment fee percentage	4.00%
Series B Preferred Stock [Member]
Number of shares issued		96,429
Declared dividends			$ 29,959
Class A Common Stock [Member]
Common stock, shares authorized			168,750,000		168,750,000
Common stock, par value			$ 0.001		$ 0.001
Class B Common Stock [Member]
Common stock, shares authorized			18,750,000		18,750,000
Common stock, par value			$ 0.001		$ 0.001
Series A Preferred Stock [Member]
Preferred stock, shares authorized			1,000
Series B Preferred Stock [Member]
Preferred stock, shares authorized			125,181		125,181
Preferred stock, par value			$ 0.001		$ 0.001
Dividend Payable			$ 29,959
Series B Preferred Stock [Member] | Purchase Agreement [Member] | Investors [Member]
Number of shares issued	28,572
Deferred financing costs				$ 400,000

Lease (Details Narrative)

Lease (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2020	Jan. 02, 2020
Leases [Abstract]
Lease description	The Company entered into an operating lease agreement with a scheduled commencement date on January 15, 2020 for a sixty-seven-month term, with an option to renew for a five-year term.
Lease renewal term		5 years
Lease weighted-average-rate		12.00%
Operating lease expense	$ 193,860

Lease - Schedule of Lease Oblig

Lease - Schedule of Lease Obligations (Details) - USD ($)	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease right-of-use asset - initial recognition
Amortization	(118,160)
Balance at September 30, 2020	761,475
Right of use liabilities - operating leases - initial recognition	879,635
Principal repayment	(78,774)
Balance at September 30, 2020	800,861
Current portion of right of use liabilities - operating leases	120,590
Noncurrent portion of right of use liabilities - operating leases	$ 680,271

Lease - Schedule of Undiscounte

Lease - Schedule of Undiscounted Cash Flows for Lease Obligations (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Leases [Abstract]
2020	$ 209,827
2021	215,072
2022	220,449
2023	225,961
2024	192,771
Thereafter
Total minimum lease payments	1,064,080
Less: effect of discounting	(263,219)
Present value of future minimum lease payments	800,861	$ 879,635
Less: current portion of right of use liabilities - operating leases	120,590
Noncurrent portion of right of use liabilities - operating leases	$ 680,271

Acquisition and Discontinued _3

Acquisition and Discontinued Operations (Details Narrative) - USD ($)	May 03, 2019	Sep. 30, 2020	Dec. 31, 2019
Assets and liabilities of discontinued operations
Transaction Agreement [Member] | Joy and Cream Suds [Member]
Assets acquisition	$ 30,000,000
Purchase price	$ 30,000,000

Acquisition and Discontinued _4

Acquisition and Discontinued Operations - Schedule of Financial Information for Discontinued Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Acquisition And Discontinued Operations
Expenses
Other income
Interest expense
Loss before income tax provision
Benefit (provision) for income taxes
Loss from discontinued operations, net of taxes		$ 467,698		$ 13,035

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Oct. 03, 2020	Sep. 30, 2020
Subsequent Event [Member] | Merchandize Liquidators, Inc [Member] | Purchase Agreement [Member]
Business acquisition percentage	100.00%
Subsequent Event [Member] | Merchandize Liquidators, Inc [Member] | Martinez Purchase Agreement [Member]
Issuance of shares	252,644,000
Subsequent Event [Member] | CW Merchandize Liquidators, LLC [Member] | Purchase Agreement [Member]
Cash consideration	$ 6,999
Convertible Debenture [Member]
Aggregate principal amount		$ 155,000
Original issue discount		5,000
Purchase price		$ 150,000
Effective interest rate		6.00%
Debt interest rate		18.00%
Debt maturity date		Jun. 30, 2021
Debt conversion price		$ 0.04
Convertible Debenture [Member] | Subsequent Event [Member]
Aggregate principal amount	155,000
Original issue discount	5,000
Purchase price	$ 150,000
Effective interest rate	6.00%
Debt interest rate	18.00%
Debt conversion price	$ 0.04