Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 14, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | BRIDGEWAY NATIONAL CORP. | |
Entity Central Index Key | 0001567771 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
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 | 2,410,229 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 90,183 | $ 1,915 |
Total Current Assets | 90,183 | 1,915 |
Property and equipment, net | 76,936 | 79,273 |
Rights-of-use assets | 682,702 | 722,088 |
Total Assets | 849,821 | 803,276 |
Current Liabilities: | ||
Accounts payable | 217,098 | 217,098 |
Accrued expenses | 541,250 | 417,960 |
Accrued interest expenses on convertible notes payable | 156,880 | 94,727 |
Dividend payable | 64,352 | 54,366 |
Due to related party | 69,903 | 81,277 |
Convertible notes payable, net of unamortized discount $96,166 (2020 - $184,388) | 1,222,834 | 1,086,612 |
Derivative liability - notes and warrants | 1,588,272 | 1,717,337 |
Right of use liabilities - operating leases, current | 130,644 | 115,547 |
Total Current Liabilities | 3,991,233 | 3,784,924 |
Long-term Notes payable | 150,000 | |
Right of use liabilities - operating leases, long term | 612,362 | 657,457 |
Total Liabilities | 4,753,595 | 4,442,381 |
Stockholders' Deficiency: | ||
Additional paid-in capital | 7,378,923 | 7,388,909 |
Accumulated deficit | (11,285,233) | (11,030,550) |
Total Stockholders' deficiency | (3,903,774) | (3,639,105) |
Total Liabilities and Stockholders' Deficiency | 849,821 | 803,276 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficiency: | ||
Preferred Stock, value | 1 | 1 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficiency: | ||
Preferred Stock, value | 125 | 125 |
Class B Common Stock [Member] | ||
Stockholders' Deficiency: | ||
Common Stock, value | ||
Class A Common Stock [Member] | ||
Stockholders' Deficiency: | ||
Common Stock, value | $ 2,410 | $ 2,410 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible notes payable, unamortized discount | $ 96,166 | $ 184,388 |
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 | 125,001 |
Preferred stock, shares outstanding | 125,001 | 125,001 |
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 | 2,410,229 | 2,410,229 |
Common stock, shares outstanding | 2,410,229 | 2,410,229 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Professional fees | $ 10,670 | $ 32,210 |
General and administrative | 160,099 | 176,422 |
Amortization expense | 41,723 | 1,958 |
Total operating expenses | 212,492 | 210,590 |
Loss from operations | (212,492) | (210,590) |
Other income (expenses) | ||
Change in fair value of derivative liabilities | 129,065 | 37,994 |
Loss on derivative liabilities | (1,739,698) | |
Interest expense | (171,256) | (99,330) |
Total other income (expenses) | (42,191) | (1,801,034) |
Loss from continuing operations before income tax provision | (254,683) | (2,011,624) |
Income tax provision | ||
Loss before income tax provision | (254,683) | (2,011,624) |
Net loss | (254,683) | (2,011,624) |
Series B preferred stock dividend | (9,986) | (9,986) |
Net loss attributable to common stockholders | $ (264,669) | $ (2,021,610) |
Net loss per Common share: | ||
- Basic and Diluted | $ (0.11) | $ (0.84) |
Weighted average commons shares Outstanding: | ||
- Basic and Diluted | 2,410,229 | 2,410,229 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Series A Preferred Stock [Member] | ||
Balance | $ 1 | $ 1 |
Balance, shares | 1,000 | 1,000 |
Preferred stock issued as compensation for financing | ||
Preferred stock issued as compensation for financing, shares | ||
Series B Preferred stock dividend | ||
Deemed distributions to CEO | ||
Net Loss | ||
Balance | $ 1 | $ 1 |
Balance, shares | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
Balance | $ 125 | $ 96 |
Balance, shares | 125,001 | 96,429 |
Preferred stock issued as compensation for financing | $ 29 | |
Preferred stock issued as compensation for financing, shares | 28,572 | |
Series B Preferred stock dividend | ||
Deemed distributions to CEO | ||
Net Loss | ||
Balance | $ 125 | $ 125 |
Balance, shares | 125,001 | 125,001 |
Common Stock [Member] | ||
Balance | $ 2,410 | $ 2,410 |
Balance, shares | 2,410,229 | 2,410,229 |
Preferred stock issued as compensation for financing | ||
Preferred stock issued as compensation for financing, shares | ||
Series B Preferred stock dividend | ||
Deemed distributions to CEO | ||
Net Loss | ||
Balance | $ 2,410 | $ 2,410 |
Balance, shares | 2,410,229 | 2,410,229 |
Additional Paid-In Capital [Member] | ||
Balance | $ 7,388,909 | $ 6,893,176 |
Preferred stock issued as compensation for financing | 399,971 | |
Series B Preferred stock dividend | (9,986) | (9,986) |
Deemed distributions to CEO | (155,694) | |
Net Loss | ||
Balance | 7,378,923 | 7,127,467 |
Accumulated Deficit [Member] | ||
Balance | (11,030,550) | (6,905,767) |
Preferred stock issued as compensation for financing | ||
Series B Preferred stock dividend | ||
Net Loss | (254,683) | (2,011,624) |
Balance | (11,285,233) | (8,917,391) |
Balance | (3,639,105) | (10,084) |
Preferred stock issued as compensation for financing | 400,000 | |
Series B Preferred stock dividend | (9,986) | (9,986) |
Deemed distributions to CEO | (155,694) | |
Net Loss | (254,683) | (2,011,624) |
Balance | $ (3,903,774) | $ (1,787,388) |
Consolidated Statements of Cash
Consolidated Statements of CashFlows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from Operating Activities: | |||
Net loss | $ (254,683) | $ (2,011,624) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation expenses | 2,337 | 1,958 | |
Interest expense on convertible notes | |||
Initial recognition of loss of derivative liabilities | 1,739,698 | ||
Interest expense accretion of convertible notes discount | 91,222 | 99,330 | |
Change in fair value of derivative liabilities | (129,065) | (37,994) | |
Non cash operating lease expense | 39,386 | 39,387 | |
Changes in Operating Assets and Liabilities: | |||
Prepaid expense | (17,244) | ||
Security Deposits | (66,155) | ||
Due from related parties | 11,374 | (70,697) | |
Accounts payable and accrued expenses | 185,443 | (21,151) | |
Right of use liabilities | (29,998) | (25,482) | |
Net cash used in operating activities | (106,732) | (369,974) | |
Cash flows from Investing Activities: | |||
Purchases of property and equipment | (66,378) | ||
Net cash used in investing activities | (66,378) | ||
Cash flows from Financing Activities: | |||
Proceeds from notes payable | 150,000 | ||
Proceeds from convertible notes | 45,000 | 750,000 | |
Net cash provided by financing activities | 195,000 | 750,000 | |
Net Change in Cash | 88,268 | 313,648 | |
Cash - Beginning of Reporting Period | 1,915 | ||
Cash - End of Reporting Period | 90,183 | 313,648 | $ 1,915 |
Supplemental Disclosure of Cash Flow Information | |||
Interest Paid | |||
Income tax paid | |||
Issuance of Series B preferred stock as compensation for deferred financing fees | 400,000 | ||
Dividends declared on series B preferred stock | 9,986 | 9,986 | |
Right of use assets and right of use liabilities recognized | 879,635 | ||
Initial recognition of debt discount | 845,000 | ||
Deemed distribution to CEO | $ 155,694 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2021 | |
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 | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 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 June 1, 2021. 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 $11,285,233 at March 31, 2021, and a net loss of $254,683 for the three-month ended March 31,2021. 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. |
Notes Payable and Convertible N
Notes Payable and Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Notes Payable | Note 3 – Notes Payable and Convertible Notes Payable Convertible Notes Issue Date Interest March 31, 2021 Principal March 2, 2020 12 % $ 845,000 September 30, 2020 6 % $ 155,000 October 3, 2020 6 % $ 155,000 October 23, 2020 9 % $ 68,000 November 16, 2020 9 % $ 48,000 January 20, 2021 9 % $ 48,000 Total $ 1,319,000 The weighted average interest rate and remaining term of the fixed rate convertible notes payable is 10% and 4.74 months as of March 31, 2021. Notes Payable Issue Date Interest March 31, 2021 Principal March 24, 2021 3.75 % $ 150,000 Total $ 150,000 The movement in notes payable and convertible notes payable is as follows: Original Amount Unamortized Discount Guaranteed Interest Accrued Total Issued: March 2, 2020 (ii) 845,000 - 142,368 $ 987,368 Issued: September 30, 2020 (ii) 155,000 (37,917 ) 4,612 $ 121,695 Issued October 3, 2020 (ii) 155,000 (52,241 ) 4,612 $ 107,371 Issued: October 23, 2020 (iii) 68,000 (1,693 ) 2,210 $ 68,517 Issued: November 16, 2020 (iii) 48,000 (1,890 ) 2,025 $ 48,135 Issued: January 20, 2021 (iii) 48,000 (2,425 ) 1,053 $ 46,628 Issued: March 24, 2021 (iv) 150,000 - - $ 150,000 Ending as of March 31,2021 $ 1,469,000 (96,166 ) 156,880 $ 1,529,714 (i) Securities Purchase Agreement and Convertible Notes Issued to Calvary Fund I, LP; Oasis Capital, LLC and SBI Investments LLC On March 2, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with SBI, on behalf of itself and the other note purchasers (the “Note Purchasers”), pursuant to which the Note Purchasers purchased from the Company (a) 12% convertible promissory notes of the Company in an aggregate principal amount of $845,000 (the “12% Notes”) 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 (b) warrants (the “Warrants”) to acquire up to 1,111,842 Shares subject to a beneficial ownership cap of no greater than 4.99% in the case of each Purchaser (the “Warrant Shares”). The maturity date of the 12% Notes shall be on that day that is nine (9) months after the Issue Date (the “Maturity Date”) and is the date upon which the principal amount of the 12% Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable. The notes are currently in Default status at a rate of 24% which has been accrued. As at March 31, 2021 the Company owed $845,000 in principal and the accrued interest was $142,368, which consisted of accrued interest and default interest. (ii) On September 30, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with SBI, on behalf of itself and the other note purchasers (the “Note Purchasers”), pursuant to which the Note Purchasers purchased from the Company (a) two 6% convertible promissory notes ($155,000 each) of the Company in an aggregate principal amount of $310,000 (the “6% Notes”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of each Purchaser. Pursuant to the agreement, each note was issued with an original issue discount of $5,000 and as such the purchase price was $150,000. The proceeds of one note was received on October 3, 2020. The maturity date of the 6% Notes shall be on that day that is nine (9) months after the Issue Date (the “Maturity Date”) and is the date upon which the principal amount of the 6% Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable. The notes also carry a default rate of 18%. As at March 31, 2021 the Company owed $310,000 in principal and the accrued interest was $9,224. The debenture is convertible into common shares of the Company at a conversion price $0.16. The convertible debt was not considered tainted due to 5,812,500 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 $258,750 as additional paid-in capital and reduced the carrying value of the convertible notes to $41,250. The carrying value will be accreted over the term of the convertible notes up to their face value of $310,000. As at March 31, 2021, the carrying value of the 6% Note was $219,842 and had an unamortized discount of $90,158 ($86,806 beneficial conversion feature and $3,352 OID). (iii) Securities Purchase Agreement and Convertible Notes Issued to Geneva Roth Remark Holdings, Inc. On October 23, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with Geneva Roth Remark Holdings, Inc. (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 9% convertible promissory note of the Company in an aggregate principal amount of $68,000 ($3,000 OID) (the “9% Note”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of the Purchaser (the “Maximum Share Amount”). The maturity date of the 9% Note shall be on October 23, 2021 (the “Maturity Date”) and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 22% default interest rate. The “Conversion Price” shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). “Market Price” means the average of the three (3) lowest trading prices) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date As at March 31, 2021 the Company owed $68,000 in principal and the accrued interest was $2,210 with unamortized debt discount of $1,693. On November 16, 2020 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with Geneva Roth Remark Holdings, Inc. (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 9% convertible promissory note of the Company in an aggregate principal amount of $48,000 ($3,000 OID) (the “9% Note II”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of the Purchaser (the “Maximum share Amount”). The maturity date of the 9% Note II shall be on November 16, 2021 (the “Maturity Date”) and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 22% default interest rate. The “Conversion Price” shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). “Market Price” means the average of the three (3) lowest trading prices) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date As at March 31, 2021 the Company owed $48,000 in principal and the accrued interest was $2,025 with unamortized debt discount of $1,890. On January 20, 2021 (the “Issue Date”), the Company entered into an unsecured promissory note purchase agreement with Geneva Roth Remark Holdings, Inc. (the “Note Purchaser”), pursuant to which the Note Purchaser purchased from the Company (a) the 9% convertible promissory note of the Company in an aggregate principal amount of $48,000 ($3,000 OID) (the “9% Note III”) convertible into Shares (the “Conversion Shares”) subject to a beneficial ownership cap of no greater than 4.99% in the case of the Purchaser (the “Maximum share Amount”). The maturity date of the 9% Note III shall be on January 20, 2022 (the “Maturity Date”) and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 22% default interest rate. The “Conversion Price” shall be equal to the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). “Market Price” means the average of the three (3) lowest trading prices) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date As at March 31, 2021 the Company owed $48,000 in principal and the accrued interest was $1,053 with unamortized debt discount of $2,425. (iv) Notes issued to the Small Business Administration On March 24, 2021, Bridgeway was approved for a SBA Loan-2 in the amount of $150,000. SBA Loan-2, interest will accrue at the rate of 3.75% per annum with installment payments, including principal and interest, of $731.00 per month beginning on the twelve (12) month anniversary of the funding date. The balance of principal and interest will be payable on the thirty (30) year anniversary of the funding date. |
Derivative Liability
Derivative Liability | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Note 4 – 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 three months ended March 31, 2021: Derivative Liabilities Derivative liabilities as at December 31, 2020 $ 1,717,337 Change in fair value of warrants and notes (129,065 ) Derivative liabilities as at March 31, 2021 $ 1,588,272 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 0.35 % 0.03 % Volatility 342.3 % 393.9 % Remaining term (Years) 3.92 0.25 Stock Price $ 0.0373 $ 0.0373 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 5 – 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 Derivatives $ - $ - $ 1,717,337 Fair Value at December 31, 2020 $ - $ - $ 1,717,337 Derivatives $ - $ - $ 1,588,272 Fair Value at March 31, 2021 $ - $ - $ 1,588,272 |
Stock Options and Warrants
Stock Options and Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options and Warrants | Note 6 – Stock Options and Warrants: As at March 31, 2021, the Company had the following warrant securities outstanding: Common Stock Warrants December 31, 2020 2,640,625 * Less: Exercised - Less: Cancelled - Add: Issued March 31, 2021 2,640,625 Warrants (Note 3) 1,111,842 Exercise Price $ 0.380 Expiration Date March 2, 2025 The fair value of the warrants at issuance was $577,868, with an expiration of March 2, 2025 and exercise price of $0.380. During the year ended December 31, 2020, the exercise price was reset to $0.16. The fair value of the warrants as at March 31, 2021 was $473,759. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions During the three months ended March 31, 2021, an amount of $11,374 in payments were made to the CEO. Included the due to related party balance sheet account was a balance of $69,903 owing to the current CEO of the Company as of March 31, 2021, which were unsecured, bore no interest and were due on demand. |
Stockholders' Deficiency
Stockholders' Deficiency | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Deficiency | Note 8- Stockholders’ Deficiency Class A and Class B Common Stock Reverse Stock Split On October 16, 2020, the board of directors (the “Board”) of the Company and a stockholder holding a majority of the voting power of the Company’s voting stock (the “Majority Stockholder”) took action by joint written consent in lieu of a meeting to: (i) ratify the approval of an amendment to the Company’s certificate of incorporation, which amendment was filed with the Delaware Secretary of State on December 19, 2019 and was declared effective on January 20, 2020 (the “December 2019 Amendment”), which (i) changed the Company’s name from “Capital Park Holdings Corp.” to “Bridgeway National Corp.” and (ii) increased our authorized capital stock from 30,000,000 shares to 250,000,000 shares, of which 168,750,000 shares were designated as Class A Common Stock (the “Class A Common Stock”), 18,750,000 shares were designated as Class B Common Stock (the “Class B Common Stock”) and 62,500,000 shares were designated as preferred stock, of which 62,374,819 shares were previously designated as Series A Preferred Stock (the “Series A Preferred Stock”) and 125,181 shares were previously designated as Series B Preferred Stock (the “Series B Preferred Stock”); (ii) approve a further amendment to the Company’s certificate of incorporation (the “Recapitalization Amendment”) to increase the Common Stock from 187,500,000 shares to 400,000,000 shares, of which 360,000,000 shares will be designated as the Class A Common Stock and 40,000,000 shares will be designated as the Class B Common Stock and (iii) approve an additional amendment to the certificate of incorporation to effect a reverse stock split of our outstanding shares of our Class A Common Stock and Class B Common Stock at the at the ratio of one-for-4 (the “Reverse Stock Split Amendment,” and together with the December 2019 Amendment and the Recapitalization Amendment, collectively, the “Amendments”). The December 2019 Amendment will not be deemed ratified, and the Recapitalization Amendment and Reverse Stock Split Amendment will not be made effective until at least twenty (20) calendar days after the mailing of the Information Statement accompanying this Notice. In addition, the Reverse Stock Split Amendment will not be made effective until the Recapitalization Amendment is made effective and we receive FINRA approval for the Reverse Stock Split from the Financial Industry Regulatory Authority (“FINRA”). We received written notification that FINRA had approved the Reverse Stock Split on February 17, 2021. Preferred Stock During the three-month period ended March 31,2021, the Company declared $9,986 in dividends on the Series B Preferred Stock, of which $9,986 was accrued as a dividend payable. |
Lease
Lease | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lease | Note 9- 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 at December 31, 2020 722,088 Amortization (39,386 ) Balance at March 31, 2021 682,702 Right of use liabilities – operating leases at December 31, 2020 773,004 Principal repayment (29,998 ) Balance at March 31, 2021 743,006 Current portion of right of use liabilities – operating leases 130,644 Noncurrent portion of right of use liabilities – operating leases 612,362 The operating lease expense was $52,779 for the three months ended March 31, 2021 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 March 31,2021 $ 2021 158,336 2022 216,392 2023 221,802 2024 227,347 2025 135,934 Total minimum lease payments 959,811 Less: effect of discounting (216,805 ) Present value of future minimum lease payments 743,006 Less: current portion of right of use liabilities – operating leases 130,644 Noncurrent portion of right of use liabilities – operating leases 612,362 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10- Subsequent Events On March 31, 2021, Bridgeway was approved for a SBA Loan-1 in the amount of $723,743. SBA Loan-1 shall be eligible for forgiveness if during the 8-to-24-week covered period following disbursement: (i) employee and compensation levels are maintained; (ii) the loan proceeds are spent on payroll costs and other eligible expenses and (iii) at least 60% of the proceeds are spent on payroll costs. For any portion of the SBA Loan-1 that is not forgiven, it will bear interest at a 1% fixed APR for the life of the loan with payments deferred for ten (10) months. Subsequent to the approval, cash was received as of April 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 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 June 1, 2021. 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 $11,285,233 at March 31, 2021, and a net loss of $254,683 for the three-month ended March 31,2021. 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. |
Notes Payable and Convertible_2
Notes Payable and Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible Notes Issue Date Interest March 31, 2021 Principal March 2, 2020 12 % $ 845,000 September 30, 2020 6 % $ 155,000 October 3, 2020 6 % $ 155,000 October 23, 2020 9 % $ 68,000 November 16, 2020 9 % $ 48,000 January 20, 2021 9 % $ 48,000 Total $ 1,319,000 |
Schedule of Long-term Notes Payable | The weighted average interest rate and remaining term of the fixed rate convertible notes payable is 10% and 4.74 months as of March 31, 2021. Notes Payable Issue Date Interest March 31, 2021 Principal March 24, 2021 3.75 % $ 150,000 Total $ 150,000 |
Schedule of Movement in Notes Payable and Convertible Notes Payable | The movement in notes payable and convertible notes payable is as follows: Original Amount Unamortized Discount Guaranteed Interest Accrued Total Issued: March 2, 2020 (ii) 845,000 - 142,368 $ 987,368 Issued: September 30, 2020 (ii) 155,000 (37,917 ) 4,612 $ 121,695 Issued October 3, 2020 (ii) 155,000 (52,241 ) 4,612 $ 107,371 Issued: October 23, 2020 (iii) 68,000 (1,693 ) 2,210 $ 68,517 Issued: November 16, 2020 (iii) 48,000 (1,890 ) 2,025 $ 48,135 Issued: January 20, 2021 (iii) 48,000 (2,425 ) 1,053 $ 46,628 Issued: March 24, 2021 (iv) 150,000 - - $ 150,000 Ending as of March 31,2021 $ 1,469,000 (96,166 ) 156,880 $ 1,529,714 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 three months ended March 31, 2021: Derivative Liabilities Derivative liabilities as at December 31, 2020 $ 1,717,337 Change in fair value of warrants and notes (129,065 ) Derivative liabilities as at March 31, 2021 $ 1,588,272 |
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 0.35 % 0.03 % Volatility 342.3 % 393.9 % Remaining term (Years) 3.92 0.25 Stock Price $ 0.0373 $ 0.0373 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 Derivatives $ - $ - $ 1,717,337 Fair Value at December 31, 2020 $ - $ - $ 1,717,337 Derivatives $ - $ - $ 1,588,272 Fair Value at March 31, 2021 $ - $ - $ 1,588,272 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Warrant Outstanding | As at March 31, 2021, the Company had the following warrant securities outstanding: Common Stock Warrants December 31, 2020 2,640,625 * Less: Exercised - Less: Cancelled - Add: Issued March 31, 2021 2,640,625 Warrants (Note 3) 1,111,842 Exercise Price $ 0.380 Expiration Date March 2, 2025 |
Lease (Tables)
Lease (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Obligations | $ Operating lease right-of-use asset at December 31, 2020 722,088 Amortization (39,386 ) Balance at March 31, 2021 682,702 Right of use liabilities – operating leases at December 31, 2020 773,004 Principal repayment (29,998 ) Balance at March 31, 2021 743,006 Current portion of right of use liabilities – operating leases 130,644 Noncurrent portion of right of use liabilities – operating leases 612,362 |
Schedule of Contractual Undiscounted Cash Flows | The following table represents the contractual undiscounted cash flows for right of use liabilities – operating leases due within twelve months of March 31,2021 $ 2021 158,336 2022 216,392 2023 221,802 2024 227,347 2025 135,934 Total minimum lease payments 959,811 Less: effect of discounting (216,805 ) Present value of future minimum lease payments 743,006 Less: current portion of right of use liabilities – operating leases 130,644 Noncurrent portion of right of use liabilities – operating leases 612,362 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Accumulated deficit | $ (11,285,233) | $ (11,030,550) | |
Net loss | $ (254,683) | $ (2,011,624) |
Notes Payable and Convertible_3
Notes Payable and Convertible Notes Payable (Details Narrative) - USD ($) | Mar. 24, 2021 | Jan. 20, 2021 | Nov. 16, 2020 | Oct. 23, 2020 | Sep. 30, 2020 | Mar. 02, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Debt, term | 4 years 8 months 26 days | |||||||
Debt interest rate | 10.00% | |||||||
Debt principal amount | $ 1,319,000 | |||||||
Purchase price of notes payable | 150,000 | |||||||
Beneficial conversion feature on convertible preferred stock | ||||||||
SBA Loan - 2 [Member] | ||||||||
Debt interest rate | 3.75% | |||||||
Debt principal amount | $ 150,000 | |||||||
Monthly payment | $ 731 | |||||||
Purchase Agreement [Member] | 12% Notes [Member] | ||||||||
Debt interest rate | 12.00% | |||||||
Debt principal amount | $ 845,000 | 845,000 | ||||||
Debt instrument unamortized discount | 75,000 | |||||||
Deferred finance costs | $ 20,000 | |||||||
Acquisition of warrant shares | 1,111,842 | |||||||
Maturity date description | The maturity date of the 12% Notes shall be on that day that is nine (9) months after the Issue Date (the "Maturity Date") and is the date upon which the principal amount of the 12% Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable. The notes are currently in Default status at a rate of 24% which has been accrued. | |||||||
Accrued interest | 142,368 | |||||||
Purchase Agreement [Member] | 12% Notes [Member] | Minimum [Member] | ||||||||
Beneficial ownership percentage | 4.99% | |||||||
Purchase Agreement [Member] | 6% Notes One [Member] | ||||||||
Debt interest rate | 6.00% | |||||||
Debt principal amount | $ 155,000 | |||||||
Purchase Agreement [Member] | 6% Notes Two [Member] | ||||||||
Debt interest rate | 6.00% | |||||||
Debt principal amount | $ 155,000 | |||||||
Purchase Agreement [Member] | 6% Notes [Member] | ||||||||
Debt interest rate | 6.00% | |||||||
Debt principal amount | $ 310,000 | 310,000 | ||||||
Debt instrument unamortized discount | $ 5,000 | $ 90,158 | ||||||
Maturity date description | The maturity date of the 6% Notes shall be on that day that is nine (9) months after the Issue Date (the "Maturity Date") and is the date upon which the principal amount of the 6% Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable. The notes also carry a default rate of 18%. | |||||||
Conversion description | 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 5,812,500 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 0ASC 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 $258,750 as additional paid-in capital and reduced the carrying value of the convertible notes to $41,250. The carrying value will be accreted over the term of the convertible notes up to their face value of $310,000. | |||||||
Orginal issue discount | $ 3,352 | |||||||
Accrued interest | $ 9,224 | |||||||
Purchase price of notes payable | $ 150,000 | |||||||
Conversion price per share | $ 0.16 | |||||||
Beneficial conversion feature on convertible preferred stock | $ 258,750 | |||||||
Convertible debt | 41,250 | |||||||
Debt beneficial conversion feature | 86,806 | |||||||
Debt instrument carrying value | 219,842 | |||||||
Purchase Agreement [Member] | 9% Notes [Member] | ||||||||
Debt interest rate | 9.00% | |||||||
Debt principal amount | $ 68,000 | 68,000 | ||||||
Debt instrument unamortized discount | 1,693 | |||||||
Conversion description | The "Variable Conversion Price" shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). "Market Price" means the average of the three (3) lowest trading prices) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date | |||||||
Accrued interest | 2,210 | |||||||
Debt default interest rate | 22.00% | |||||||
Purchase Agreement [Member] | 9% Notes [Member] | Maximum [Member] | ||||||||
Beneficial ownership percentage | 4.99% | |||||||
Purchase Agreement [Member] | 9% Notes II [Member] | ||||||||
Debt interest rate | 9.00% | |||||||
Debt principal amount | $ 48,000 | 48,000 | ||||||
Debt instrument unamortized discount | 1,890 | |||||||
Maturity date description | The maturity date of the 9% Note II shall be on November 16, 2021 (the "Maturity Date") and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 22% default interest rate. | |||||||
Conversion description | The "Variable Conversion Price" shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). "Market Price" means the average of the three (3) lowest trading prices) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date | |||||||
Orginal issue discount | $ 3,000 | |||||||
Accrued interest | 2,025 | |||||||
Debt default interest rate | 22.00% | |||||||
Purchase Agreement [Member] | 9% Notes II [Member] | Maximum [Member] | ||||||||
Beneficial ownership percentage | 4.99% | |||||||
Unsecured Promissory Note Purchase Agreement [Member] | 9% Notes III [Member] | ||||||||
Debt principal amount | $ 48,000 | 48,000 | ||||||
Debt instrument unamortized discount | 2,425 | |||||||
Maturity date description | The maturity date of the 9% Note III shall be on January 20, 2022 (the "Maturity Date") and is the date upon which the principal amount of the 9% Note, as well as all accrued and unpaid interest and other fees, shall be due and payable. The Note also has a 22% default interest rate. | |||||||
Conversion description | The "Variable Conversion Price" shall mean 65% multiplied by the Market Price (as defined below) (representing a discount rate of 35%). "Market Price" means the average of the three (3) lowest trading prices) for the shares during the fifteen (15) trading day period ending on the latest complete trading day prior to the Conversion Date | |||||||
Orginal issue discount | $ 3,000 | |||||||
Accrued interest | $ 1,053 | |||||||
Unsecured Promissory Note Purchase Agreement [Member] | 9% Notes III [Member] | Maximum [Member] | ||||||||
Beneficial ownership percentage | 4.99% |
Notes Payable and Convertible_4
Notes Payable and Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Interest Rate | 10.00% |
Principal Balance | $ 1,319,000 |
Convertible Notes Payable One [Member] | |
Note Issue Date | Mar. 2, 2020 |
Interest Rate | 12.00% |
Principal Balance | $ 845,000 |
Convertible Notes Payable Two [Member] | |
Note Issue Date | Sep. 30, 2020 |
Interest Rate | 6.00% |
Principal Balance | $ 155,000 |
Convertible Notes Payable Three [Member] | |
Note Issue Date | Oct. 3, 2020 |
Interest Rate | 6.00% |
Principal Balance | $ 155,000 |
Convertible Notes Payable Four [Member] | |
Note Issue Date | Oct. 23, 2020 |
Interest Rate | 9.00% |
Principal Balance | $ 68,000 |
Convertible Notes Payable Five [Member] | |
Note Issue Date | Nov. 16, 2020 |
Interest Rate | 9.00% |
Principal Balance | $ 48,000 |
Convertible Notes Payable Six [Member] | |
Note Issue Date | Jan. 20, 2021 |
Interest Rate | 9.00% |
Principal Balance | $ 48,000 |
Notes Payable and Convertible_5
Notes Payable and Convertible Notes Payable - Schedule of Long-term Notes Payable (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Interest Rate | 10.00% |
Principal Balance | $ 1,319,000 |
Notes Payable One [Member] | |
Note Issue Date | Mar. 24, 2021 |
Interest Rate | 3.75% |
Principal Balance | $ 150,000 |
Notes Payable [Member] | |
Principal Balance | $ 150,000 |
Notes Payable and Convertible_6
Notes Payable and Convertible Notes Payable - Schedule of Movement in Convertible Notes Payable (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Issued: March 2, 2020 [Member] | |
Convertible notes payable, Original amount | $ 845,000 |
Convertible notes payable, Unamortized discount | |
Convertible notes payable, Guaranteed Interest Accrued | 142,368 |
Convertible notes payable, Net Settlement | |
Convertible notes payable | 987,368 |
Issued: September 30, 2020 [Member] | |
Convertible notes payable, Original amount | 155,000 |
Convertible notes payable, Unamortized discount | (37,917) |
Convertible notes payable, Guaranteed Interest Accrued | 4,612 |
Convertible notes payable, Net Settlement | |
Convertible notes payable | 121,695 |
Issued: October 3, 2020 [Member] | |
Convertible notes payable, Original amount | 155,000 |
Convertible notes payable, Unamortized discount | (52,241) |
Convertible notes payable, Guaranteed Interest Accrued | 4,612 |
Convertible notes payable, Net Settlement | |
Convertible notes payable | 107,371 |
Issued: October 23, 2020 [Member] | |
Convertible notes payable, Original amount | 68,000 |
Convertible notes payable, Unamortized discount | (1,693) |
Convertible notes payable, Guaranteed Interest Accrued | 2,210 |
Convertible notes payable, Net Settlement | |
Convertible notes payable | 68,517 |
Issued: November 16, 2020 [Member] | |
Convertible notes payable, Original amount | 48,000 |
Convertible notes payable, Unamortized discount | (1,890) |
Convertible notes payable, Guaranteed Interest Accrued | 2,025 |
Convertible notes payable, Net Settlement | |
Convertible notes payable | 48,135 |
Issued: January 20, 2021 [Member] | |
Convertible notes payable, Original amount | 48,000 |
Convertible notes payable, Unamortized discount | (2,425) |
Convertible notes payable, Guaranteed Interest Accrued | 1,053 |
Convertible notes payable | 46,628 |
Issued: March 24, 2021 [Member] | |
Convertible notes payable, Original amount | 150,000 |
Convertible notes payable, Unamortized discount | |
Convertible notes payable, Guaranteed Interest Accrued | |
Convertible notes payable | 150,000 |
Ending Balance [Member] | |
Convertible notes payable, Original amount | 1,469,000 |
Convertible notes payable, Unamortized discount | (96,166) |
Convertible notes payable, Guaranteed Interest Accrued | 156,880 |
Convertible notes payable, Net Settlement | |
Convertible notes payable | $ 1,529,714 |
Derivative Liability - Summary
Derivative Liability - Summary of Warrants Derivative Liabilities Activity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Change in fair value of warrants and notes | $ 129,065 | $ 37,994 |
Warrant Derivative Liabilities [Member] | ||
Derivative liabilities beginning | 1,717,337 | |
Change in fair value of warrants and notes | (129,065) | |
Derivative liabilities ending | $ 1,588,272 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Warrants Issued with Assumptions (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Stock Price | $ 0.0373 |
Dividend Yield [Member] | |
Fair value assumptions, measurement input, percentages | 12 |
Risk-free Rate for Term [Member] | |
Fair value assumptions, measurement input, percentages | 0.03 |
Volatility [Member] | |
Fair value assumptions, measurement input, percentages | 393.9 |
Remaining Term (Years) [Member] | |
Fair value assumptions, measurement input, term | 2 months 30 days |
Warrant Derivative Liabilities [Member] | |
Stock Price | $ 0.0373 |
Warrant Derivative Liabilities [Member] | Dividend Yield [Member] | |
Fair value assumptions, measurement input, percentages | 0 |
Warrant Derivative Liabilities [Member] | Risk-free Rate for Term [Member] | |
Fair value assumptions, measurement input, percentages | 0.35 |
Warrant Derivative Liabilities [Member] | Volatility [Member] | |
Fair value assumptions, measurement input, percentages | 342.3 |
Warrant Derivative Liabilities [Member] | Remaining Term (Years) [Member] | |
Fair value assumptions, measurement input, term | 3 years 11 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 | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Change in fair value of derivative liabilities | $ 129,065 | $ 37,994 | |
Level 1 [Member] | |||
Change in fair value of derivative liabilities | |||
Level 1 [Member] | Derivative [Member] | |||
Change in fair value of derivative liabilities | |||
Level 2 [Member] | |||
Change in fair value of derivative liabilities | |||
Level 2 [Member] | Derivative [Member] | |||
Change in fair value of derivative liabilities | |||
Level 3 [Member] | |||
Change in fair value of derivative liabilities | 1,588,272 | 1,717,337 | |
Level 3 [Member] | Derivative [Member] | |||
Change in fair value of derivative liabilities | $ 1,588,272 | $ 1,717,337 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Fair value of the warrants at issuance | $ 577,686 | |
Warrants expiration period | Mar. 2, 2025 | |
Warrant exercise price | $ 0.380 | |
Exercise price reset | $ .16 | |
Fair value of the warrants | $ 473,759 |
Stock Options and Warrants - Sc
Stock Options and Warrants - Schedule of Warrant Outstanding (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Exercise Price | $ / shares | $ 0.380 |
Expiration date | Mar. 2, 2025 |
Common Stock Warrants [Member] | |
Warrant outstanding, beginning balance | 2,640,625 |
Less: Exercised | |
Less: Cancelled | |
Add: Issued | |
Warrant outstanding, ending balance | 2,640,625 |
Common Stock Warrants One [Member] | |
Warrants | 1,111,842 |
Exercise Price | $ / shares | $ 0.380 |
Expiration date | Mar. 2, 2025 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - CEO [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Payments made to related party | $ 11,374 |
Due to related party | $ 69,903 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Oct. 16, 2020 | Oct. 15, 2020 | |
Authorized shares capital | 250,000,000 | 30,000,000 | ||
Recapitalization Amendment [Member] | ||||
Authorized shares capital | 400,000,000 | 187,500,000 | ||
Class A Common Stock [Member] | ||||
Common stock, shares designated | 168,750,000 | |||
Class A Common Stock [Member] | Recapitalization Amendment [Member] | ||||
Common stock, shares designated | 360,000,000 | |||
Class B Common Stock [Member] | ||||
Common stock, shares designated | 18,750,000 | |||
Series A Preferred Stock [Member] | ||||
Designated shares | 62,500,000 | |||
Preferred stock, previously designated of shares | 62,374,819 | |||
Series B Preferred Stock [Member] | ||||
Preferred stock, previously designated of shares | 125,181 | |||
Class B Common Stock [Member] | ||||
Common stock, shares designated | 18,750,000 | 18,750,000 | ||
Class B Common Stock [Member] | Recapitalization Amendment [Member] | ||||
Common stock, shares designated | 40,000,000 | |||
Series B Preferred Stock [Member] | ||||
Accrued dividend | $ 9,986 | |||
Dividend declared | $ 9,986 |
Lease (Details Narrative)
Lease (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Jan. 15, 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 | $ 52,779 |
Lease - Schedule of Lease Oblig
Lease - Schedule of Lease Obligations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease right-of-use asset at December 31, 2020 | $ 722,088 | |
Amortization | (39,386) | |
Balance at March 31, 2021 | 682,702 | |
Right of use liabilities - operating leases at December 31, 2020 | 773,004 | |
Principal repayment | (29,998) | |
Balance at March 31, 2021 | 743,006 | |
Current portion of right of use liabilities - operating leases | 130,644 | $ 115,547 |
Noncurrent portion of right of use liabilities - operating leases | $ 612,362 | $ 657,457 |
Lease - Schedule of Contractual
Lease - Schedule of Contractual Undiscounted Cash Flows (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 | $ 158,336 | |
2022 | 216,392 | |
2023 | 221,802 | |
2024 | 227,347 | |
2025 | 135,934 | |
Total minimum lease payments | 959,811 | |
Less: effect of discounting | (216,805) | |
Present value of future minimum lease payments | 743,006 | $ 773,004 |
Less: current portion of right of use liabilities - operating leases | 130,644 | 115,547 |
Noncurrent portion of right of use liabilities - operating leases | $ 612,362 | $ 657,457 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Mar. 31, 2021USD ($) |
Debt instrument face amount | $ 1,319,000 |
SBA Loan - 1 [Member] | |
Debt instrument face amount | $ 723,743 |
Debt instrument, description | SBA Loan-1 shall be eligible for forgiveness if during the 8-to-24-week covered period following disbursement: (i) employee and compensation levels are maintained; (ii) the loan proceeds are spent on payroll costs and other eligible expenses and (iii) at least 60% of the proceeds are spent on payroll costs. For any portion of the SBA Loan-1 that is not forgiven, it will bear interest at a 1% fixed APR for the life of the loan with payments deferred for ten (10) months. |