Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | GREENWAVE TECHNOLOGY SOLUTIONS, INC. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Central Index Key | 0001589149 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 46-2612944 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash | $ 1,082 | $ 1,485 | $ 1,120 |
Prepaid expenses | 97,132 | 1,975 | |
Total current assets | 1,082 | 98,617 | 3,095 |
Total assets | 1,082 | 98,617 | 3,095 |
Current liabilities: | |||
Bank overdrafts | 13,749 | ||
Accounts payable and accrued expenses | 4,242,821 | 4,948,890 | 5,455,063 |
Accrued payroll and related expenses | 4,037,298 | 3,864,055 | 3,724,050 |
Deferred revenue | 25,000 | ||
Advances | 122,000 | 88,187 | 337,500 |
Non-convertible notes payable, current portion, net of debt discount of $15,862 and $0, respectively | 1,760,082 | 159,520 | 115,750 |
Derivative liabilities | 4,289,634 | 25,475,514 | 20,236,870 |
Convertible notes payable | 3,063,970 | 3,186,303 | 6,989,039 |
Total current liabilities | 17,540,805 | 37,722,469 | 36,872,021 |
Non-convertible notes payable, net of debt discount of $1,636 and $0, respectively | 128,364 | 60,000 | |
PPP note payable | 50,000 | ||
Total liabilities | 17,669,169 | 37,832,469 | 36,872,021 |
Commitments and contingencies | |||
Stockholders’ deficit: | |||
Preferred stock value | |||
Common stock, $0.001par value, 1,200,000,000 shares authorized; 499,871,337 and 493,726,405 shares issued and outstanding, respectively | 499,871 | 493,727 | 384,267 |
Common stock to be issued, 906,373,564 and 907,379,814 shares, respectively | 906,374 | 907,380 | 944,660 |
Additional paid in capital | 306,046,151 | 283,024,527 | 151,364,371 |
Discount on preferred stock | (20,973,776) | ||
Accumulated deficit | (325,120,486) | (301,185,712) | (189,562,225) |
Total stockholders’ deficit | (17,668,087) | (37,733,852) | (36,868,926) |
Total liabilities and stockholders’ deficit | 1,082 | 98,617 | 3,095 |
Series X Preferred Stock | |||
Stockholders’ deficit: | |||
Preferred stock value | |||
Series Y Preferred Stock | |||
Stockholders’ deficit: | |||
Preferred stock value | 1 | 1 | |
Series C Preferred Stock | |||
Stockholders’ deficit: | |||
Preferred stock value | 1 | 1 | 1 |
Series A Preferred Stock | |||
Stockholders’ deficit: | |||
Preferred stock value | |||
Series B Preferred Stock | |||
Stockholders’ deficit: | |||
Preferred stock value | |||
Series Z Preferred Stock | |||
Stockholders’ deficit: | |||
Preferred stock value | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Net of debt discount (in Dollars) | $ 0 | $ 380,431 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares undesignated (in Dollars per share) | $ 9,989,900 | $ 9,989,900 | |
Preferred stock, shares outstanding | 0 | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares issued | 499,871,337 | 493,726,405 | 384,266,948 |
Common stock, shares outstanding | 499,871,337 | 493,726,405 | 384,266,948 |
Common stock to be issued | 906,373,564 | 907,379,814 | 944,659,814 |
Net of debt discount (in Dollars) | $ 15,862 | $ 0 | |
Net of debt discount (in Dollars) | $ 1,636 | $ 0 | |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 | |
Series X Preferred Stock | |||
Preferred stock, shares authorized | 100 | 100 | 100 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, stated value (in Dollars) | $ 20,000 | $ 20,000 | $ 20,000 |
Preferred stock, shares issued | 26.05 | 16.05 | 0 |
Preferred stock, shares outstanding | 26.05 | 16.05 | 0 |
Series Y Preferred Stock | |||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, stated value (in Dollars) | $ 20,000 | $ 20,000 | $ 20,000 |
Preferred stock, shares issued | 720.515674 | 654.781794 | 0 |
Preferred stock, shares outstanding | 720.515674 | 626.995464 | 0 |
Preferred stock, shares to be issued | 0 | 27.78633 | 0 |
Series C Preferred Stock | |||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,000 | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 | 1,000 |
Series A Preferred Stock | |||
Preferred stock, shares authorized | 6,000 | 6,000 | 6,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Series B Preferred Stock | |||
Preferred stock, shares authorized | 2,000 | 2,000 | 2,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Series Z Preferred Stock | |||
Preferred stock, shares authorized | 500 | 500 | |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, stated value (in Dollars) | $ 20,000 | $ 20,000 | |
Preferred stock, shares issued | 500 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Preferred stock, shares to be issued | 500 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | ||||||
Revenues | $ 54 | $ 2,316 | $ 1,660 | $ 2,316 | $ 6,964 | $ 23,703 |
Operating Expenses: | ||||||
Cost of revenues | 150 | 297 | 150 | 1,283 | 3,530 | |
Advertising | (4,578) | 43,020 | 18,125 | 43,020 | 58,961 | 29,764 |
Payroll and related expense | 66,693 | 63,879 | 225,603 | 239,770 | 303,850 | 1,156,914 |
Stock-based compensation | 222,700 | |||||
Amortization of software costs | 38,549 | |||||
Impairment of software costs | 196,315 | |||||
Allowance for uncollectible advances to COWA Science Corporation (“COWA”) | 360,500 | |||||
Other general and administrative expenses | 333,197 | 101,189 | 953,927 | 413,417 | 803,081 | 1,460,867 |
Total Operating Expenses | 395,312 | 208,238 | 1,197,952 | 696,357 | 1,167,175 | 3,469,139 |
Loss From Operations | (395,258) | (205,922) | (1,196,292) | (694,041) | (1,160,211) | (3,445,436) |
Other Income (Expense): | ||||||
Interest expense | (1,191,405) | (1,602,204) | (2,159,564) | (3,607,210) | (5,139,321) | (4,935,470) |
Preferred stock issuance costs | (5,585,594) | |||||
Change in derivative liability for authorized shares shortfall | 2,641,481 | 66,572,635 | (159,633,797) | (43,406,183) | (170,319,590) | (18,921,537) |
Change in fair value of derivative liabilities | (85,287) | 300,885 | 303,593 | (451,351) | (685,415) | |
Impairment on investment | (91,931) | |||||
Gain on forgiveness of debt | 192,521 | 250,000 | ||||
Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | (1,578,559) | 173,361,276 | 162,109,131 | |||
Gain (loss) on conversion of convertible notes | (880) | 882 | 882 | (603,529) | ||
Total Other Income (Expense) | (128,483) | 64,885,144 | 12,060,441 | (46,708,918) | (13,550,249) | (30,823,476) |
Net Income (Loss) Before Income Taxes | (523,741) | 64,679,222 | 10,864,149 | (47,402,959) | (14,710,460) | (34,268,912) |
Provision for Income Taxes (Benefit) | ||||||
Net Income (Loss) | (523,741) | 64,679,222 | 10,864,149 | (47,402,959) | (14,710,460) | (34,268,912) |
Deemed dividend from warrant price protection | (95,002,933) | (95,838,488) | (28,933,472) | |||
Deemed dividend resulting from amortization of preferred stock discount | (34,798,923) | (1,074,539) | ||||
Contingent beneficial conversion feature on preferred shares issuance | (45,147,093) | |||||
Deemed dividend for issuance of common shares to settle warrant provision | (437,400) | |||||
Deemed dividend from exchange of preferred shares for convertible notes | (1,476,280) | |||||
Net Income (Loss) Available to Common Stockholders | $ (523,741) | $ 64,679,222 | $ (23,934,774) | $ (142,405,892) | $ (111,623,487) | $ (110,263,157) |
Net loss per common share: | ||||||
Basic (in Dollars per share) | $ 0.05 | $ (0.02) | $ (0.1) | $ (0.08) | $ (0.19) | |
Diluted (in Dollars per share) | $ (0.02) | $ (0.1) | $ (0.08) | $ (0.19) | ||
Weighted average common shares outstanding: | ||||||
Basic (in Shares) | 1,406,244,901 | 1,401,226,219 | 1,405,511,082 | 1,387,478,585 | 1,390,934,274 | 576,802,421 |
Diluted (in Shares) | 1,406,244,901 | 40,198,748,273 | 1,405,511,082 | 1,387,478,585 | 1,390,934,274 | 576,802,421 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Series XPreferred Stock | Series YPreferred Stock | Series BPreferred Stock | Series CPreferred Stock | Series ZPreferred Stock | Common Stock | Common Stock to be Issued | Additional Paid In Capital | Discount on Preferred Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 168,707 | $ 80 | $ 73,770,195 | $ (80,775,348) | $ (6,836,366) | ||||||
Balance (in Shares) at Dec. 31, 2018 | 168,706,472 | 80,000 | |||||||||
Issuance of common shares previously to be issued | $ 80 | $ (80) | |||||||||
Issuance of common shares previously to be issued (in Shares) | 80,000 | (80,000) | |||||||||
Issuance of common shares for services rendered | $ 208,700 | ||||||||||
Issuance of Series A preferred shares in exchange for warrants canceled | (296,746) | (296,746) | |||||||||
Sale of Series B Convertible Preferred Stock and warrants | $ 1 | 1,407,499 | 1,407,500 | ||||||||
Sale of Series B Convertible Preferred Stock and warrants (in Shares) | 1,126 | ||||||||||
Conversion of Series A Convertible Preferred Stock to common shares | $ 80,000 | $ 903,824 | 2,153,424 | 3,137,248 | |||||||
Conversion of Series A Convertible Preferred Stock to common shares (in Shares) | 80,000,000 | 903,823,564 | |||||||||
Common shares issued as origination shares | $ 1,250 | 140,083 | 141,333 | ||||||||
Common shares issued as origination shares (in Shares) | 1,250,000 | ||||||||||
Common shares issued upon conversion of convertible notes and accrued interest | $ 111,174 | $ 37,160 | 1,583,984 | 1,732,318 | |||||||
Common shares issued upon conversion of convertible notes and accrued interest (in Shares) | 111,174,464 | 37,160,000 | |||||||||
Cancelation of common shares and warrants in exchange for cash paid per cancelation agreement (in Shares) | 3,997,661 | ||||||||||
Common shares issued upon exercise of warrants for cash | $ 1,555 | $ 1,126 | 170,268 | 172,949 | |||||||
Common shares issued upon exercise of warrants for cash (in Shares) | 1,555,160 | 1,126,250 | |||||||||
Common shares issued in settlement of a warrant provision | $ 9,000 | 428,400 | (437,400) | ||||||||
Common shares issued in settlement of a warrant provision (in Shares) | 9,000,000 | ||||||||||
Common shares issued upon cashless exercise of warrants | $ 3,998 | (3,998) | |||||||||
Common shares issued upon cashless exercise of warrants (in Shares) | 3,997,661 | ||||||||||
Preferred and common shares issued for services | $ 1 | $ 2,950 | $ 2,550 | 203,199 | 208,700 | ||||||
Preferred and common shares issued for services (in Shares) | 1,000 | 2,950,000 | 2,550,000 | ||||||||
Options issued for services | 14,000 | 14,000 | |||||||||
Common shares issued to settle a true-up provision | $ 5,553 | 16,661 | 22,214 | ||||||||
Common shares issued to settle a true-up provision (in Shares) | 5,553,191 | ||||||||||
Contingent beneficial conversion feature on Preferred Shares issuance | 45,147,093 | (45,147,093) | |||||||||
Deemed dividend related to warrant price protection | 28,933,472 | (28,933,472) | |||||||||
Deemed dividend resulting from exchange of preferred Series A and B shares for convertible notes | (1,476,280) | (1,476,280) | |||||||||
Preferred Series B shares exchanged for convertible notes | $ (1) | (826,883) | (826,884) | ||||||||
Preferred Series B shares exchanged for convertible notes (in Shares) | (1,126) | ||||||||||
Net income (loss) | (34,268,912) | (34,268,912) | |||||||||
Balance at Dec. 31, 2019 | $ 1 | $ 384,267 | $ 944,660 | 151,364,371 | (189,562,225) | (36,868,926) | |||||
Balance (in Shares) at Dec. 31, 2019 | 1,000 | 384,266,948 | 944,659,814 | ||||||||
Issuance of common shares previously to be issued | $ 37,160 | $ (37,160) | |||||||||
Issuance of common shares previously to be issued (in Shares) | 37,160,000 | (37,160,000) | |||||||||
Common shares issued upon conversion of convertible notes and accrued interest | $ 72,369 | 298,386 | 370,755 | ||||||||
Common shares issued upon conversion of convertible notes and accrued interest (in Shares) | 72,368,457 | ||||||||||
Common shares contributed back to the Company and promptly retired | $ (69) | 69 | |||||||||
Common shares contributed back to the Company and promptly retired (in Shares) | (69,000) | ||||||||||
Deemed dividend related to warrant price protection | 95,002,933 | (95,002,933) | |||||||||
Net income (loss) | (47,402,959) | (47,402,959) | |||||||||
Balance at Sep. 30, 2020 | $ 1 | $ 493,727 | $ 907,500 | 246,665,759 | (331,968,117) | (83,901,130) | |||||
Balance (in Shares) at Sep. 30, 2020 | 1,000 | 493,726,405 | 907,499,814 | ||||||||
Balance at Dec. 31, 2019 | $ 1 | $ 384,267 | $ 944,660 | 151,364,371 | (189,562,225) | (36,868,926) | |||||
Balance (in Shares) at Dec. 31, 2019 | 1,000 | 384,266,948 | 944,659,814 | ||||||||
Issuance of common shares previously to be issued | $ 37,160 | $ (37,160) | |||||||||
Issuance of common shares previously to be issued (in Shares) | 37,160,000 | (37,160,000) | |||||||||
Issuance of common shares for services rendered | $ 72,369 | ||||||||||
Common shares issued as origination shares | |||||||||||
Common shares issued upon conversion of convertible notes and accrued interest | $ 72,369 | 298,386 | 370,755 | ||||||||
Common shares issued upon conversion of convertible notes and accrued interest (in Shares) | 72,368,457 | ||||||||||
Common shares contributed back to the Company and promptly retired | $ (69) | 69 | |||||||||
Common shares contributed back to the Company and promptly retired (in Shares) | (69,000) | ||||||||||
Rescission of warrants exercised in prior year | $ (120) | (5,880) | (6,000) | ||||||||
Rescission of warrants exercised in prior year (in Shares) | (120,000) | ||||||||||
Deemed dividend related to warrant price protection | 95,838,488 | (95,838,488) | |||||||||
Convertible note issued to CFO with BCF | 64,143 | 64,143 | |||||||||
Sale of Series X preferred shares | 321,000 | 321,000 | |||||||||
Sale of Series X preferred shares (in Shares) | 16.05 | ||||||||||
BCF recognized upon issuance of Series X preferred shares | 454,200 | (454,200) | |||||||||
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants | $ 1 | 13,095,635 | 13,095,636 | ||||||||
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants (in Shares) | 654.781794 | ||||||||||
BCF recognized upon issuance of Series Y preferred shares | 21,594,115 | (21,594,115) | |||||||||
Deemed dividend resulting from amortization of preferred stock discount | 1,074,539 | (1,074,539) | |||||||||
Net income (loss) | (14,710,460) | (14,710,460) | |||||||||
Balance at Dec. 31, 2020 | $ 1 | $ 1 | $ 493,727 | $ 907,380 | 283,024,527 | (20,973,776) | (301,185,712) | (37,733,852) | |||
Balance (in Shares) at Dec. 31, 2020 | 16.05 | 654.781794 | 1,000 | 493,726,405 | 907,379,814 | ||||||
Balance at Jun. 30, 2020 | $ 1 | $ 493,727 | $ 907,500 | 246,665,759 | (396,647,339) | (148,580,352) | |||||
Balance (in Shares) at Jun. 30, 2020 | 1,000 | 493,726,405 | 907,499,814 | ||||||||
Net income (loss) | 64,679,222 | 64,679,222 | |||||||||
Balance at Sep. 30, 2020 | $ 1 | $ 493,727 | $ 907,500 | 246,665,759 | (331,968,117) | (83,901,130) | |||||
Balance (in Shares) at Sep. 30, 2020 | 1,000 | 493,726,405 | 907,499,814 | ||||||||
Balance at Dec. 31, 2020 | $ 1 | $ 1 | $ 493,727 | $ 907,380 | 283,024,527 | (20,973,776) | (301,185,712) | (37,733,852) | |||
Balance (in Shares) at Dec. 31, 2020 | 16.05 | 654.781794 | 1,000 | 493,726,405 | 907,379,814 | ||||||
Issuance of common shares previously to be issued | $ 1,006 | $ (1,006) | |||||||||
Issuance of common shares previously to be issued (in Shares) | 1,006,250 | (1,006,250) | |||||||||
Issuance of common shares for services rendered | $ 2,175 | 164,680 | 166,855 | ||||||||
Issuance of common shares for services rendered (in Shares) | 2,175,431 | ||||||||||
Common shares issued upon conversion of convertible notes and accrued interest | $ 4,448 | 128,554 | 133,002 | ||||||||
Common shares issued upon conversion of convertible notes and accrued interest (in Shares) | 4,448,251 | ||||||||||
Cancelation of common shares and warrants in exchange for cash paid per cancelation agreement | $ (1,485) | (9,515) | (11,000) | ||||||||
Cancelation of common shares and warrants in exchange for cash paid per cancelation agreement (in Shares) | (1,485,000) | ||||||||||
Common shares contributed back to the Company and promptly retired | 390,269 | ||||||||||
Sale of Series X preferred shares | 200,000 | 200,000 | |||||||||
Sale of Series X preferred shares (in Shares) | 10 | ||||||||||
BCF recognized upon issuance of Series X preferred shares | 2,852,500 | (2,852,500) | |||||||||
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants | 1,314,678 | 1,314,678 | |||||||||
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants (in Shares) | 65.73388 | ||||||||||
BCF recognized upon issuance of Series Y preferred shares | 10,972,647 | (10,972,647) | |||||||||
Deemed dividend resulting from amortization of preferred stock discount | 34,798,923 | (34,798,923) | |||||||||
Series Z preferred shares issued as equity kicker for note payable | 867,213 | 867,213 | |||||||||
Series Z preferred shares issued as equity kicker for note payable (in Shares) | 250 | ||||||||||
Series Z preferred shares issued as part of settlement agmt | $ 1 | 6,530,867 | 6,530,868 | ||||||||
Series Z preferred shares issued as part of settlement agmt (in Shares) | 250 | ||||||||||
Net income (loss) | 10,864,149 | 10,864,149 | |||||||||
Balance at Sep. 30, 2021 | $ 1 | $ 1 | $ 1 | $ 499,871 | $ 906,374 | 306,046,151 | (325,120,486) | (17,668,087) | |||
Balance (in Shares) at Sep. 30, 2021 | 26.05 | 720.515674 | 1,000 | 500 | 499,871,337 | 906,373,564 | |||||
Balance at Jun. 30, 2021 | $ 1 | $ 1 | $ 499,871 | $ 906,374 | 298,648,071 | (324,596,745) | (24,542,427) | ||||
Balance (in Shares) at Jun. 30, 2021 | 26.05 | 720.515674 | 1,000 | 499,871,337 | 906,373,564 | ||||||
Series Z preferred shares issued as equity kicker for note payable | 867,213 | 867,213 | |||||||||
Series Z preferred shares issued as equity kicker for note payable (in Shares) | 250 | ||||||||||
Series Z preferred shares issued as part of settlement agmt | $ 1 | 6,530,867 | 6,530,868 | ||||||||
Series Z preferred shares issued as part of settlement agmt (in Shares) | 250 | ||||||||||
Net income (loss) | (523,741) | (523,741) | |||||||||
Balance at Sep. 30, 2021 | $ 1 | $ 1 | $ 1 | $ 499,871 | $ 906,374 | $ 306,046,151 | $ (325,120,486) | $ (17,668,087) | |||
Balance (in Shares) at Sep. 30, 2021 | 26.05 | 720.515674 | 1,000 | 500 | 499,871,337 | 906,373,564 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cashflows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 10,864,149 | $ (47,402,959) | $ (14,710,460) | $ (34,268,912) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of derivative liabilities | (300,885) | (303,593) | 451,351 | 685,415 |
Change in derivative liability for authorized shares shortfall | 159,633,797 | 43,406,183 | 170,319,590 | 18,921,537 |
Depreciation and amortization | 45,282 | |||
Interest and amortization of debt discount | 2,157,964 | 3,607,210 | 5,139,321 | 4,716,970 |
(Gain) loss on conversion of convertible notes payable | 880 | (882) | (882) | 603,529 |
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | (173,361,276) | |||
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable | (162,109,131) | |||
Gain on forgiveness of debt | (192,521) | (250,000) | ||
Share-based compensation | 166,855 | 222,700 | ||
Expenses paid directly by non-convertible note holder on behalf of company | 158,371 | |||
Impairment on COWA advances | 360,500 | |||
Impairment of investment | 65,000 | |||
Loss on sale of investment in Canna Regs | 91,931 | |||
Impairment loss on software costs | 196,315 | |||
Preferred stock issuance costs | 5,585,594 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 97,132 | 1,975 | (95,157) | 12,025 |
Advance to COWA, net | (360,500) | |||
Security deposit | 36,000 | |||
Accounts payable and accrued expenses | 187,022 | (119,176) | 77,520 | 557,360 |
Accrued payroll and related expenses | 173,243 | 94,180 | 140,005 | 732,027 |
Deferred revenue | 25,000 | |||
Net cash used in operating activities | (390,269) | (717,062) | (1,037,843) | (1,797,227) |
Cash flows from investing activities: | ||||
Proceeds from sale of Reg Tech and High Times | 90,981 | |||
Net cash provided by investing activities | 90,981 | |||
Cash flows from financing activities: | ||||
Bank overdrafts | (13,678) | (13,749) | 13,749 | |
Proceeds from sale of Series X preferred shares | 200,000 | 321,000 | ||
Proceeds from sale of Series B preferred shares and warrants | 1,407,500 | |||
Proceeds from exercise of warrants | 172,949 | |||
Proceeds from issuance of convertible notes payable | 637,000 | 637,000 | 549,000 | |
Proceeds from issuance of non-convertible notes payable | 357,053 | 132,911 | 82,911 | 175,000 |
Repayment of non-convertible notes payable | (39,641) | (39,641) | (45,400) | |
Proceeds from advances | 28,991 | 3,696 | ||
Proceeds from PPP note payable | 50,000 | |||
Repayments of advances | (20,178) | (3,009) | (595,000) | |
Cash paid in settlement of debt and warrants | (176,000) | |||
Net cash provided by financing activities | 389,866 | 716,592 | 1,038,208 | 1,677,798 |
Net decrease in cash | (403) | (470) | 365 | (28,448) |
Cash, beginning of period | 1,485 | 1,120 | 1,120 | 29,568 |
Cash, end of period | 1,082 | 650 | 1,485 | 1,120 |
Supplemental disclosures of cash flow information: | ||||
Cash paid during period for interest | 1,600 | 218,500 | ||
Cash paid during period for taxes | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Common shares issued upon conversion of convertible notes and accrued interest | 133,002 | 370,755 | ||
Issuance of common shares previously to be issued | 1,006 | 37,160 | ||
Reduction of derivative liabilities stemming from settlement of convertible notes payable, accrued interest and warrants in exchange for Series Y preferred shares | 4,834,911 | |||
Reduction of derivative liabilities stemming from settlement of convertible notes payable and accrued interest and cancelation of common shares and warrants for cash | 169,815,037 | |||
Series Z preferred shares issued as equity kicker for note payable | 867,213 | |||
Series Z preferred shares issued as part of settlement agreement | 6,530,868 | |||
Settlement paid directly by CEO on behalf of company | 1,000,000 | |||
Settlement payment made directly by CEO on behalf of company | 25,000 | |||
Issuance of common stock previously to be issued | 37,160 | 80 | ||
Issuance of preferred Series A shares in exchange for warrants canceled | 296,746 | |||
Conversions of preferred Series A shares to common shares | 3,137,248 | |||
Common stock issued as origination shares | 141,333 | |||
Common stock issued upon conversion of convertible notes and accrued interest | 370,755 | 1,732,318 | ||
Common shares contributed back to the Company and promptly retired | 69 | 69 | ||
Common stock issued in settlement of a warrant provision | 437,400 | |||
Common stock issued in exercise of cashless warrants | 3,998 | |||
Deemed dividend related to warrant price protection | 95,002,933 | 95,838,488 | 28,933,472 | |
Contingent beneficial conversion feature on preferred Series A shares | 45,147,093 | |||
Deemed dividend resulting from exchange of preferred Series A and Series B shares for convertible notes | 1,476,280 | |||
Preferred Series B shares exchanged for convertible notes | 826,884 | |||
Convertible note payable issued to CFO with BCF | 64,143 | |||
Derivative liability recognized as debt discount on newly issued convertible notes | 528,076 | 573,230 | ||
Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants | 1,314,678 | 13,095,636 | ||
Amortization of discount on preferred stock | 34,798,923 | 1,074,539 | ||
Reclassify accrued interest to convertible notes payable | $ 93,685 | 1,049,329 | ||
Recission of warrants exercised in prior year | $ 6,000 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Overview Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) is a technology company focused on developing cloud-based solutions to deliver informative content and improve operating efficiencies. The Company was incorporated in the State of Delaware on April 26, 2013 under the name MassRoots, Inc. Our unaudited condensed consolidated financial statements include the accounts of DDDigtal, Inc., Odava, Inc., MassRoots Supply Chain, Inc., and MassRoots Blockchain Technologies, Inc., our wholly-owned subsidiaries. Basis of Presentation The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the Company’s results of operations for the three and nine months ended September 30, 2021 and 2020, its cash flows for the nine months ended September 30, 2021 and 2020, and its financial position as of September 30, 2021 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with the SEC on April 16, 2021 (the “Annual Report”). The December 31, 2020 balance sheet is derived from those statements. | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION MassRoots, Inc. (“MassRoots” or the “Company”) has created a technology platform for the cannabis industry focused on enabling users to share their cannabis content, follow their favorite dispensaries, and stay connected with the legalization movement. The Company was incorporated in the State of Delaware on April 26, 2013. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Our consolidated financial statements include the accounts of DDDigtal, Inc., Odava, Inc., MassRoots Supply Chain, Inc., and MassRoots Blockchain Technologies, Inc., our wholly-owned subsidiaries. All intercompany transactions were eliminated during consolidation. |
Going Concern and Management's
Going Concern and Management's Liquidity Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of September 30, 2021, the Company had cash of $1,082 and a working capital deficit (current liabilities in excess of current assets) of $17,539,723. During the nine months ended September 30, 2021, the net loss available to common stockholders was $23,934,774 and During the nine months ended September 30, 2021, the Company received proceeds of $200,000 and $357,053 from the issuance of preferred shares and non-convertible notes, respectively. The Company does not have sufficient cash to fund operations for the next fiscal year. The Company’s primary source of operating funds since inception has been cash proceeds from the public and private placements of the Company’s securities, including debt and equity securities, and proceeds from the exercise of warrants and options. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. T he Company’s ability to continue its operations is dependent upon its ability to obtain additional capital through public or private equity offerings, debt financings or other sources; financing may not be available to the Company on acceptable terms, or at all. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategy, and the Company may be forced to curtail or cease operations. Management’s plans regarding these matters encompass the following actions: 1) obtain funding from new and current investors to alleviate the Company’s working capital deficiency; and 2) implement a plan to increase revenues. The Company’s continued existence is dependent upon its ability to translate its audience into revenues. However, the outcome of management’s plans cannot be determined with any degree of certainty. Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the unaudited condensed consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial markets globally, leading to an economic downturn. It has also disrupted the normal operations of many businesses, including ours. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak of COVID-19 and its effects on our business including our financial condition, liquidity, or results of operations at this time. Management is actively monitoring the global situation and its impact on the Company’s financial condition, liquidity, operations, customers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects that the COVID-19 outbreak will have on its results of operations, financial condition, or liquidity for fiscal year 2021. As of the date of this Quarterly Report on Form 10-Q/A, the Company has experienced delays in securing new customers and related revenues and the longer this pandemic continues there may be additional impacts. Furthermore, the COVID-19 outbreak has and may continue to impact the Company’s ability to raise capital. Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, liquidity, and capital resources, and those of the third parties on which the Company relies in fiscal year 2021. | NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2020, the Company had cash of $1,485 and a working capital deficit (current liabilities in excess of current assets) of $37,623,852. During the year ended December 31, 2020, the net loss available to common stockholders was $111,623,487 and During the year ended December 31, 2020, the Company received proceeds of $637,000, $132,911, and $321,000 from the issuance of convertible notes, non-convertible notes, and Series X preferred shares, respectively. The Company does not have sufficient cash to fund operations for the next fiscal year. The Company’s primary source of operating funds since inception has been cash proceeds from the public and private placements of the Company’s securities, including debt and equity securities, and proceeds from the exercise of warrants and options. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. T he Company’s ability to continue its operations is dependent upon its ability to obtain additional capital through public or private equity offerings, debt financings or other sources; financing may not be available to the Company on acceptable terms, or at all. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategy, and the Company may be forced to curtail or cease operations. Management’s plans regarding these matters encompass the following actions: 1) obtain funding from new and current investors to alleviate the Company’s working capital deficiency; and 2) implement a plan to increase revenues. The Company’s continued existence is dependent upon its ability to translate its audience into revenues. However, the outcome of management’s plans cannot be determined with any degree of certainty. Accordingly, the accompanying audited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the audited consolidated financial statements do not necessarily purport to represent realizable or settlement values. The audited consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial markets globally, leading to an economic downturn. It has also disrupted the normal operations of many businesses, including ours. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak of COVID-19 and its effects on our business including our financial condition, liquidity, or results of operations at this time. Management is actively monitoring the global situation and its impact on the Company’s financial condition, liquidity, operations, customers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects that the COVID-19 outbreak will have on its results of operations, financial condition, or liquidity for fiscal year 2021. As of the date of this Annual Report on Form 10-K, the Company has experienced delays in securing new customers and related revenues and the longer this pandemic continues there may be additional impacts. Furthermore, the COVID-19 outbreak has and may continue to impact the Company’s ability to raise capital. Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, liquidity, and capital resources, and those of the third parties on which the Company relies in fiscal year 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include stock-based compensation, fair values relating to derivative liabilities, fair value of payroll tax liabilities, deemed dividends and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Fair Value of Financial Instruments The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. Cash For purposes of the unaudited condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of September 30, 2021 and December 31, 2020, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At September 30, 2021 and December 31, 2020, the uninsured balances amounted to $0. Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of three to five years. Repair and maintenance costs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Accounts Receivable and Allowance for Doubtful Accounts The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts, and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. Revenue Recognition and Deferred Revenue Revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). ASC 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments. In accordance with ASC 606, the Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. The Company primarily generates revenue by charging businesses to advertise on the Company’s website and social media channels. In cases where clients enter advertising contracts for an extended period of time, the Company recognizes revenue pro rata over the contract term and any unearned revenue is deferred to future periods. Based on the nature of the Company’s revenue streams, revenues generally do not require significant estimates or judgments. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. Deferred revenue represents the amount of prepaid advertising fees the Company has received from customers and it is included in current liabilities in the accompanying condensed consolidated balance sheets. Deferred revenue shall be recognized in the future as the advertising services are provided. Advertising The Company charges the costs of advertising to expense as incurred. For co-marketing campaigns in which the Company advertises with a partner, the Company records payment for the co-marketing campaign as a credit to advertising costs. Advertising costs were $18,125 and $43,020 for the nine months ended September 30, 2021 and 2020, respectively. Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. Income Taxes The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.” When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments 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 to their stated date of redemption using the effective interest method. Beneficial Conversion Features and Deemed Dividends The Company records a beneficial conversion feature for preferred stock when, on the date of issuance, the conversion rate is less than the Company’s stock price. The Company also records, when necessary, a contingent beneficial conversion resulting from price protection of the conversion price of preferred stock, based on the change in the intrinsic value of the conversion options embedded in such preferred stock. The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the shares of common stock issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature. Derivative Financial Instruments The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of shares of common stock, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of September 30, 2021 and December 31, 2020 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company is required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of three to five years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Indefinite Lived Intangibles and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business. Net Loss Per Common Share Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of diluted earnings (loss) per share excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, September 30, 2021 2020 Shares of common stock issuable upon conversion of convertible notes 226,347,786 - Options to purchase shares of common stock 27,621,765 27,621,765 Warrants to purchase shares of common stock 11,575,000 12,015,002 Shares of common stock issuable upon conversion of preferred stock 7,817,778,624 1,000,000 Total potentially dilutive shares 8,083,323,175 40,636,767 Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its unaudited condensed consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 became effective for us on January 1, 2020. The adoption of this update did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of MassRoots, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include stock-based compensation, fair values relating to derivative liabilities, fair value of payroll tax liabilities, deemed dividends and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Emerging Growth Company We are an “emerging growth company” under the JOBS Act. For as long as we are an “emerging growth company,” we are not required to: (i) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. However, we have elected to “opt out” of the extended transition period discussed in (i) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable. Fair Value of Financial Instruments The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. Cash For purposes of the consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2020 and 2019, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At December 31, 2020 and 2019, the uninsured balances amounted to $0. Accounts Receivable and Allowance for Doubtful Accounts The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts, and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of three to five years. Repair and maintenance costs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Revenue Recognition The Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. The Company primarily generates revenue by charging businesses to advertise on the Company’s website and social media channels. In cases where clients enter advertising contracts for an extended period of time, the Company only recognizes revenue for services provided during that quarter and defers the remaining unearned revenue to future periods. Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $58,961 and $29,764 for the year ended December 31, 2020 and 2019, respectively. Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. Income Taxes The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.” When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments 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 to their stated date of redemption using the effective interest method. Beneficial Conversion Features and Deemed Dividends The Company records a beneficial conversion feature for preferred stock when, on the date of issuance, the conversion rate is less than the Company’s stock price. The Company also records, when necessary, a contingent beneficial conversion resulting from price protection of the conversion price of preferred stock, based on the change in the intrinsic value of the conversion options embedded in such preferred stock. The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature. Derivative Financial Instruments The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of December 31, 2020 and 2019 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of three to five years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Indefinite Lived Intangibles and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business. Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the year ended December 31, 2020 and 2019 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: December 31, December 31, 2020 2019 Common shares issuable upon conversion of convertible notes 2,562,481,459 3,697,833,022 Options to purchase common shares 27,621,765 27,621,765 Warrants to purchase common shares 2,521,077,555 3,342,376,365 Common shares issuable upon conversion of preferred stock 6,709,317,940 - Total potentially dilutive shares 11,820,498,719 7,067,831,152 Reclassifications Certain reclassifications have been made to the prior years’ data to conform to the current year presentation. These reclassifications had no effect on reported income (losses). Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 became effective for us on January 1, 2020. The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | NOTE 4 – INVESTMENTS As of December 31, 2020 and 2019, the carrying value of our investments in privately held companies totaled $0 and $0, respectively. These investments are accounted for as cost method investments, as we owned less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the entities. During the year ended December 31, 2017, the Company acquired 23,810 shares of Class A common stock of Hightimes Holding Corp. for $100,002, or $4.20 per share. As a result of a forward share split of 1.9308657-for-1 on January 15, 2018, MassRoots owned 45,974 shares of Class A common stock. The acquired Class A common stock were considered non-marketable securities. The Company incurred an impairment of $65,000 on these shares during the year ended December 31, 2019. The Company sold 45,974 shares of Class A common stock for proceeds of $35,000 during the year ended December 31, 2019. On July 13, 2017, the Company purchased an unsecured convertible promissory note in the principal amount of $300,000 from CannaRegs, Ltd, a Colorado limited liability company (“CannaRegs”). The note bears interest at a rate of 5% per annum and matures on December 19, 2019. In the event CannaRegs consummates an equity financing in excess of $2,000,000 prior to the maturity date of the note, the outstanding principal and any accrued and unpaid interest automatically converts into equity securities of the same class or series issued by CannaRegs at the lesser of: a) 90% of the price paid per equity security or b) a price reflecting a valuation cap of $4,500,000. On July 17, 2017, MassRoots converted the note into 430,622 shares of CannaRegs’ common stock. In 2018, CannaRegs re-incorporated as a Delaware C corporation under the name Regs Technology, Inc. (“Regs Technology”), keeping the same capitalization structure and business operations. MassRoots valued its holdings at $0 and $147,876 as of December 31, 2019 and 2018, respectively. The Company recorded an impairment expense of $155,336 on its holdings during 2018 and recorded a $91,931 loss on the sale of investment during the year ended December 31, 2019. The Company sold its shares of Regs Technology for $55,983 during the year ended December 31, 2019. MassRoots owned less than 1% of Regs Technology’s issued and outstanding shares prior to the sale. |
Advances to Cowa Science Corpor
Advances to Cowa Science Corporation | 12 Months Ended |
Dec. 31, 2020 | |
Advances to Cowa Science Corporation [Abstract] | |
ADVANCES TO COWA SCIENCE CORPORATION | NOTE 5 – ADVANCES TO COWA SCIENCE CORPORATION On February 11, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MassRoots Supply Chain, Inc., a wholly-owned subsidiary of the Company (“Merger Subsidiary”), COWA Science Corporation, a Delaware corporation (“COWA”), and Christopher Alameddin, an individual acting solely in his capacity as a stockholder representative (“Stockholder Representative”). Pursuant to the Merger Agreement, Merger Subsidiary will be merged with and into COWA, whereby the separate corporate existence of Merger Subsidiary will cease and COWA will be the surviving entity (the “Surviving Entity”) and will be a wholly-owned subsidiary of the Company (the “Merger”). Upon effectiveness of the Merger (such time, the “Effective Date”), MassRoots will issue 50,000,000 shares of its common stock to the stockholders of COWA, allocated pro-rata based on each stockholder’s respective holdings of COWA immediately prior to the Effective Date and each share of the common stock of Merger Subsidiary will be converted into one newly issued, fully paid and non-assessable share of common stock of the Surviving Entity. If (i) within three years after the Effective Date, COWA has generated an aggregate of $2.5 million in revenue, the Company shall issue an aggregate of 25 million shares of common stock to the COWA stockholders; and (ii) within three years after the Effective Date, COWA has generated an aggregate of $7.5 million in revenue (inclusive of the $2.5 million in revenue generated in clause (i)), the Company shall issue an aggregate of 25 million additional shares of common stock to the COWA stockholders. On February 24, 2020, the Company terminated the Agreement and Plan of Merger by and among the Company, Merger Subsidiary, COWA and Christopher Alameddin. As of December 31, 2019, MassRoots had advanced $370,500 to COWA for working capital, which is to be repaid on-demand should the Merger not be effectuated. As of December 31, 2019, COWA had repaid $10,000 and the Company wrote off the $360,500 balance of these advances. |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment as of September 30, 2021 and December 31, 2020 is summarized as follows: September 30, December 31, Computers $ 6,366 $ 6,366 Office equipment 17,621 17,621 Subtotal 23,987 23,987 Less accumulated depreciation (23,987 ) (23,987 ) Property and equipment, net $ - $ - Depreciation expense for the nine months ended September 30, 2021 and 2020 was $0. | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2020 and December 31, 2019 is summarized as follows: December 31, December 31, Computers $ 6,366 $ 6,366 Office equipment 17,621 17,621 Subtotal 23,987 23,987 Less accumulated depreciation (23,987 ) (23,987 ) Property and equipment, net $ - $ - Depreciation expense for the years ended December 31, 2020 and 2019 was $0 and $6,720, respectively. |
Software Costs
Software Costs | 12 Months Ended |
Dec. 31, 2020 | |
Software Costs [Abstract] | |
SOFTWARE COSTS | NOTE 7 – SOFTWARE COSTS In January 2018, MassRoots entered into a Master Services Agreement with MEV, LLC (“MEV”) pursuant to which MEV will assist with the development and servicing of the Company’s technology platform, including its mobile applications, business portal and WeedPass. MassRoots has capitalized the billable costs of engineers that were devoted to building the system and developing additional features that enhanced its ability to generate revenue. MassRoots did not capitalize any costs associated with maintenance, user-testing, analysis and planning of the system. The Company has been amortizing these capitalized costs using a straight-line methodology over five years, since July 5, 2018. During fiscal year 2018, MassRoots paid MEV $521,839 with respect to the development and maintenance of its platform, of which MassRoots capitalized $260,565 in development costs. During the year ended December 31, 2020 and 2019, MassRoots incurred amortization of software costs of $0 and $38,549, respectively. During the same period, MassRoots incurred impairment of software costs of $0 and $196,315, respectively. |
Advances, Non-Convertible Notes
Advances, Non-Convertible Notes Payable And PPP Note Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Advances And Nonconvertible Notes Payable Disclosure Textblock [Abstract] | ||
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE | NOTE 6 – ADVANCES, NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE Advances During the nine months ended September 30, 2021 and 2020, the Company received aggregate proceeds from non-interest bearing advances of $28,991 and $0 and repaid an aggregate of $20,178 and $0, respectively, of advances. Included in the nine months ended September 30, 2021 were $2,091 of advances from and $5,278 of repayments to the Company’s Chief Information Officer and a $25,000 settlement payment made by Empire Services, Inc. on behalf of the Company (See Note 15). The remaining advances are primarily for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2018. As of September 30, 2021 and December 31, 2020, the Company owed $122,000 and $88,187 in principal and $4,000 and $0 in accrued interest, respectively, on advances. Non-Convertible Notes Payable During the nine months ended September 30, 2021 and 2020, the Company received proceeds from the issuance of non-convertible notes of $357,053 and $132,911 and repaid an aggregate of $0 and $39,641, respectively, of non-convertible notes. Included in the nine months ended September 30, 2021 and 2020 were $357,053 and $20,520, respectively, of advances from and $0 of repayments to the Company’s Chief Executive Officer and Empires Services, Inc. In addition, Empire Services, Inc. paid the following on behalf of the Company: (i) the $1,000,000 settlement payment to Iroquois; and (ii) $158,371 of operating expenses to vendors (See Note 15). The non-convertible notes have maturity dates ranging from March 31, 2019 to June 24, 2023 and accrue interest at rates ranging from 0% to 35% (default interest rate) per annum. On June 2, 2021, one of the holders of non-convertible notes entered into an agreement to cancel the entire amount owed to him (including principal of $79,000 and accrued interest of $63,055), resulting in gain on forgiveness of debt of $142,055 (See Note 9 – Trawick’s Complaint). On June 4, 2021, one of the holders of a non-convertible note payable for $60,000 extended the due date of the note from June 26, 2022 to June 24, 2023. On June 25, 2021, a law firm the Company formerly used received an arbitration award of $459,251 for unpaid legal bills. On September 23, 2021, the Company entered into a Resolution Agreement to settle the arbitration award for an aggregate of $275,000 to be paid as follows: (i) $25,000 by September 30, 2021; (ii) $15,000 per month by the last day of each month from October 2021 through January 2023; and (iii) $10,000 by February 28, 2023. The Company imputed an interest rate of 10% and discounted the note accordingly. The imputed debt discount of $17,991 is being amortized to interest expense over the term of the note. The Company recognized a $202,242 gain on settlement. As of September 30, 2021, the remaining carrying value of the note was $232,502, net of debt discount of $17,498. As of September 30, 2021 and December 31, 2020, the Company owed principal of $1,888,446 and $219,520 (of which $128,364 and $60,000 is long-term), net of debt discount of $17,498 and $0, and accrued interest of $372,480 and $251,612, respectively, on non-convertible notes. PPP Note Payable On May 4, 2020, the Company received proceeds of $50,000 from a PPP note. The note had a maturity date of May 4, 2022 and bore 1% interest per annum. On April 6, 2021, the Small Business Administration forgave the Company’s Paycheck Protection Program loan in the principal amount of $50,000 and accrued interest of $466, resulting in gain on forgiveness of debt of $50,466. As of September 30, 2021 and December 31, 2020, the Company owed $0 and $50,000 in principal and $0 and $330 in accrued interest, respectively, on this note. | NOTE 8 – ADVANCES, NON-CONVERTIBLE NOTES PAYABLE AND PPP NOTE PAYABLE During the year ended December 31, 2020 and 2019, the Company received aggregate proceeds from advances of $3,696 and $0, received forgiveness of advances for $250,000 and $0, and repaid an aggregate of $3,009 and $595,000, respectively. Included in the year ended December 31, 2020 were $3,696 of advances from and $509 of repayments to the Company’s Chief Executive Officer (See Note 18). The remaining advances were primarily for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or During the year ended December 31, 2020 and 2019, the Company received proceeds from the issuance of non-convertible notes of $82,911and $175,000 and repaid an aggregate of $39,641 and $45,400, respectively, of non-convertible notes. The non-convertible notes have maturity dates ranging from March 18, 2019 to June 26, 2022 and accrue interest at rates ranging from 0% to 36% per annum. On April 17, 2020, the outstanding principal balance of $23,500 and accrued interest of $17,281 on non-convertible notes held by one holder was consolidated into a new non-convertible note with a face value of $79,000, resulting in a loss on debt settlement of $38,219. As of December 31, 2020 and 2019, the Company owed $269,520 and $115,750 in principal and $251,612 and $117,924 in accrued interest, respectively. On May 4, 2020, the Company received proceeds of $50,000 from a PPP note. The note has a maturity date of May 4, 2020 and bears 1% interest per annum. As of December 31, 2020, the Company owed $50,000 in principal and $330 in accrued interest on this note. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of September 30, 2021 and December 31, 2020, the Company owed accounts payable and accrued expenses of $4,242,821 and $4,948,890, respectively. These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills. | NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of December 31, 2020 and 2019, the Company owed accounts payable and accrued expenses of $4,948,890 and $5,455,063, respectively. These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills. |
Accrued Payroll and Related Exp
Accrued Payroll and Related Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Payroll and Related Expenses Disclosure [Abstract] | ||
ACCRUED PAYROLL AND RELATED EXPENSES | NOTE 8 – ACCRUED PAYROLL AND RELATED EXPENSES The Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including payroll for 2018 through 2021. As of September 30, 2021 and December 31, 2020, the Company owed payroll tax liabilities, including penalties, of $4,037,298 and $3,864,055, respectively, to federal and state taxing authorities. The actual liability may be higher or lower due to interest or penalties assessed by federal and state taxing authorities. The Company expects to settle these liabilities during 2022. | NOTE 10 – ACCRUED PAYROLL AND RELATED EXPENSES The Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including payroll for 2018, 2019, and 2020. As of December 31, 2020 and 2019, the Company owed payroll tax liabilities, including penalties, of $3,864,055 and $3,724,050, respectively, to federal and state taxing authorities. The actual liability may be higher or lower due to interest or penalties assessed by federal and state taxing authorities. The Company expects to settle these liabilities by June 30, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. Power Up Lending Group, Ltd. Complaint As disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2021, on October 11, 2019, Power Up Lending Group, Ltd. (“Power Up”) filed a complaint against the Company and Isaac Dietrich, a former officer and director of the Company, in the Supreme Court of the State of New York, County of Nassau. The complaint alleged, among other things, (i) the occurrence of events of default in certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company including, but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii) lost profits as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof. On April 30, 2021, the Company entered into a settlement agreement (the “Settlement”) with PowerUp by accepting an offer communicated to the Company via electronic mail. In accordance with the terms of the Settlement, PowerUp, the judgment creditor of a judgment against the Company and Isaac Dietrich, the Company’s former Chief Information Officer and director, in the total amount of $350,551.10 entered in the Office of the Clerk of the County of Nassau on February 23, 2021 (the “Judgement”), agreed to a settlement and filing of a satisfaction of judgment in consideration of receipt of the sum of $150,000.00 (the “Settlement Amount”) on April 30, 2021. The Company accepted the aforementioned offer by remitting the Settlement Amount timely and in full. Accordingly, a satisfaction of Judgment was filed by PowerUp with the Office of the Clerk of the County of Nassau on May 3, 2021. Sheppard Mullin’s Demand for Arbitration On December 1, 2020, Sheppard, Mullin, Richter& Hampton LLP (“Sheppard Mullin”), the Company’s former securities counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an engagement agreement dated January 4, 2018, and a failure of the Company to pay $487,390.73 of outstanding legal fees to Sheppard Mullin. Sheppard Mullin was awarded $459,251 in unpaid legal fees, disbursements and interest on June 25, 2021. A judgement confirming the arbitration award was entered on September 8, 2021 in the Federal District Court located in Denver, Colorado. On September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $459,250.88 judgement entered against the Company. Under the terms of the Resolution Agreement, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. The Company has made both the September and October 2021 payments. Rother Investments’ Petition On October 28, 2020, Rother Investments, LLC (“Rother Investments”) filed a complaint in the District Court of 419th Judicial District, Travis County, Texas against the Company, alleging the Company’s default under a certain promissory note (the “Rother Investments Note”) in payment of the outstanding principal amount and interest under the Note, as described in the complaint. Rother Investments seeks to collect the amount of $124,750 as of the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000 pursuant to Tex. R. Civ. P. 47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such other relief as the court deems appropriate. On May 19, 2021, Rother Investments, LLC received a default judgment against the Company in the amount of $144,950. On June 17, 2021, Greenwave filed a motion to set aside default and motion for new trial asserting it was improperly served. On July 20, 2021, the court granted the Company’s motion finding and ordered a new trial of the matter. Trawick’s Complaint As previously reported by the Company in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2021, on or about January 25, 2021, Travis Trawick (“Trawick”) filed a complaint (“Trawick’s Lawsuit”) against the Company and Isaac Dietrich, the Company’s former Chief Information Officer and director, in the Circuit Court for the City of Virginia Beach, Virginia (the “Court”), asserting the Company’s failure to remit payments under the certain promissory note, as subsequently amended and modified, and ancillary documents thereto (collectively, the “Note”), and Mr. Dietrich’s failure to fulfill its obligations, as the guarantor, under the Note. On May 4, 2021, Trawick requested that the Clerk of the Court filed for entry an order to dismiss Trawick’s Lawsuit with prejudice. Iroquois Master Fund On June 30, 2021, the Company received an e-mail containing a demand (the “Demand”) for arbitration (the “Arbitration”) at American Arbitration Association in Denver, Colorado, by Iroquois Master Fund Ltd. (“Iroquois”) against the Company, Isaac Dietrich, a former officer and director, and Danny Meeks, the Company’s director, and Empire Services, Inc. (“Empire”). The Demand alleges breach of contract and various related state law claims against the defendants, and sought, inter alia Litigation Litigation On July 21, 2021, in response to the Demand, Isaac Dietrich, Danny Meeks, and Empire, filed a complaint (the “Complaint”) against Iroquois in the United States District Court of the Southern District of New York alleging that the aforementioned plaintiffs were not parties to the warrant the Demand based on, and as such, the Demand could not have brought against them. Declaratory relief and injunctive relief were sought in the Complaint. On August 20, 2021, Iroquois submitted an answer with counterclaims stating that Iroquois informed the American Arbitration Association (the arbitral body overseeing the Arbitration) that it would (i) dismiss the Counterclaim Defendants from the Arbitration without prejudice, (ii) assert its claims against Isaac Dietrich, Danny Meeks, and Empire the in the action commended by them, and (iii) proceed with the Arbitration with respect to the Company only. In its answer, Iroquois made allegations substantially similar to the claims made in the Arbitration, asserted defenses, and requested an award in not less than $12 million against Demand, Isaac Dietrich, Danny Meeks, and Empire, an entry of an award of a constructive trust against them, and costs and expenses, including its reasonable attorneys’ fees, incurred in prosecuting said action and the Arbitration. Settlement On September 30, 2021, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with ; Dietrich; Meeks; and Empire. Pursuant to the Settlement Agreement, in exchange for terminating any duties owed by the Company to Iroquois under the Warrant, the Company agreed to pay, on its own behalf and on behalf of Dietrich, Meeks, and Empire, one million dollars ($1,000,000) and issue shares of the Series Z Convertible Preferred Stock, par value $0.001 per share (the “Series Z”), sufficient in number such that if they are converted into the Company’s common stock, par value $0.001 per share (“Common Stock”) by Iroquois, such shares of Common Stock will be equal in number to 9.99% of the issued and outstanding shares of Common Stock at the time of such conversion. Accordingly, o The payment of $1,000,000 was made to Iroquois on October 5, 2021 due to an administrative delay. | NOTE 11 – COMMITMENTS AND CONTINGENCES From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. Power Up Lending Group, Ltd. Complaint On October 11, 2019, Power Up Lending Group, Ltd. (“Power Up”) filed a complaint against the Company and Isaac Dietrich, an officer and director of the Company, in the Supreme Court of the State of New York, County of Nassau. The complaint alleges, among other things, (i) the occurrence of events of default in certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company including, but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii) lost profits as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof. In addition, the complaint alleges, among other things, that Mr. Dietrich took affirmative steps to deliberately cause the Company to breach its financial obligations. As a result of the foregoing, Power Up has requested: (i) the greater of $312,000 and the “parity value” as such term is defined in the Power Up Notes together with $2,000 per day until the Company issues shares upon conversion of the Power Up Notes together with applicable interest thereon; (ii) $165,000 as a result of the misrepresentations; (iii) an amount of lost profits to be determined by the court, but in no event less than $312,000; (iv) $312,000 as against Mr. Dietrich; (v) an award for reasonable legal fees and costs of litigation; (vi) a judgment awarding specific performance under the Power Up Notes; and (vii) the costs and disbursement of the action, pre-judgment interest, default interest and such other further relief as the court deems proper. On August 24, 2020, the Supreme Court of the State of New York, County of Nassau adjourned a hearing on Power Up’s motion for default judgment with respect to the complaint filed by Power Up on October 11, 2019, against the Company and Mr. Dietrich until September 14, 2020. On September 14, 2020, Power-Up filed a motion for leave to enter a default judgment against the Company and Mr. Dietrich, alleging that the defendants failed to appear and did not establish a meritorious defense to the claims made or a reasonable excuse for the delay in interposing their answer. On February 9, 2021, a motion for default judgment was granted and the default judgment in the total amount of $350,551.10 was entered against the Company and Mr. Dietrich jointly and severally. Sheppard Mullin’s Demand for Arbitration On December 1, 2020, Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), the Company’s former securities counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an engagement agreement dated January 4, 2018, and a failure of the Company to pay $487,390.73 of outstanding legal fees to Sheppard Mullin. Sheppard Mullin seeks to collect the entirety of the amount owed by the Company in accordance with said engagement agreement. Rother Investments’ Petition On October 28, 2020, Rother Investments, LLC (“Rother Investments”) filed a complaint in the District Court of 419th Judicial District, Travis County, Texas against the Company, alleging the Company’s default under a certain promissory note (the “Rother Investments Note”) in payment of the outstanding principal amount and interest under the Note, as described in the complaint. Rother Investments seeks to collect the amount of $124,750.00 as of the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000.00 pursuant to Tex. R. Civ. P. 47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such other relief as the court deems appropriate. Trawick’s Complaint On or about January 25, 2021, Travis Trawick (“Trawick”) filed a complaint against the Company and Isaac Dietrich, an officer and director of the Company, in the Circuit Court for the City of Virginia Beach, Virginia, asserting the Company’s failure to remit payments under the certain promissory note, as subsequently amended and modified, and ancillary documents thereto (collectively, the “Note”), and Mr. Dietrich’s failure to fulfill its obligations, as the guarantor, under the Note. Trawick demands a judgment in his favor in the amount exceeding $130,336.15, the exact amount to be proven at trial including pre and post-judgment interest, reasonable attorneys’ fees, court costs, other taxable costs, and such other relief as the court deems appropriate. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | NOTE 10 – CONVERTIBLE NOTES PAYABLE On December 17, 2018, the Company issued a secured convertible promissory note in the principal amount of $2,225,000 (including an original issuance discount of $225,000) that matured on December 17, 2019 and bears interest at a rate of 8% per annum (which increased to 22% on July 16, 2019 upon the occurrence of an event of default). The note is secured by the Security Agreement (as defined below). The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.35 per share, subject to adjustment. Commencing on June 17, 2019, the investor has the right to redeem all or any portion of the note; provided, however, the investor may not request redemption in an amount that exceeds $350,000 during any single calendar month; provided, further however, upon the occurrence of an event of default, the redemption amount in any calendar month may exceed $350,000. Payments on redemption amounts may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.35 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. In connection with the December 2018 note, the Company also entered into a security agreement (the “Security Agreement”) on the closing date pursuant to which the Company granted the investor a security interest in the Collateral (as defined in the Security Agreement). On July 16, 2019, the Company received a notice from the noteholder indicating that events of default had occurred and asserting default penalties of $761,330. During the year ended December 31, 2019, the noteholder converted $345,000 of principal into an aggregate of 53,522,295 shares of common stock. During the year ended December 31, 2020, (i) the noteholder converted $37,000 of principal into an aggregate of 31,109,551 shares of common stock; and (ii) $1,049,329 of accrued interest was reclassified to the principal balance of this note. On January 20, 2021, the noteholder converted $13,345 of principal into an aggregate of 4,448,251 shares of common stock, having a fair value of $133,002, resulting in a reduction of the derivative liability by $118,778 and a loss on conversion of $880 On January 25, 2019, the Company issued a convertible promissory note in the principal amount of $55,000 (including original issuance discount of $5,000) that matured July 25, 2019 and bearing a one-time interest fee of 10%. The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the note was $148,685 and $55,000, respectively. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $92,600, respectively, was outstanding on the note (See Note 9 ). From January to June 2019, the Company issued convertible promissory notes in the aggregate principal amount of $389,000 (including aggregate original issuance discount of $39,000) that matured at dates ranging from July 15, 2019 to June 6, 2020 and accruing interest at rates ranging from 5% to 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the notes), or a combination thereof. Upon the occurrence of an event of default, the investors may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the notes). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. In January 2020, one of the promissory notes was amended whereby the conversion price for $9,202 which is a portion of the principal amount of the note was amended to $0.0004 per share. The amendment was deemed a debt modification and accounted for accordingly. During the year ended December 31, 2019, the noteholders converted $31,180 of principal and $8,000 of accrued interest into an aggregate of 10,000,000 shares of common stock. During the year ended December 31, 2020, one of the holders converted $24,826 of principal into an aggregate of 35,005,850 shares of common stock; and one of the holders converted $168,820 of principal and $362,027 of accrued interest into 26.54237 shares of Series Y preferred shares having a stated value of $530,847, resulting in a reduction of the derivative liability by $719,416 and a gain on settlement of $719,416. them (including principal of $131,174 and accrued interest of $304,485) in exchange for a cash payment of $150,000 by the Company, resulting in a reduction of the derivative liability of $300,424 and a gain on settlement of debt of $586,083 (See Note 9 – Power Up Lending Group, Ltd. Complaint , one of the holders converted $33,000 of principal and $1,185,200 of accrued interest into 60.91 shares of Series Y preferred shares having a stated value of $1,218,200, resulting in a reduction of the derivative liability by $936,405 and a gain on settlement of $936,405. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0 and $164,174, respectively. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $1,191,998, respectively, was outstanding on the notes. On November 13, 2019, the Company issued three convertible promissory notes in the aggregate principal amount of $108,900, having an aggregate original issuance discount of $9,900, resulting in cash proceeds of $99,000. The notes matured on May 13, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, two of the holders converted $72,600 of principal and $112,671 of accrued interest into 9.26353 shares of Series Y preferred shares having a stated value of $185,271, resulting in a reduction of the derivative liability by $301,257 and a gain on settlement of $301,257. As of September 30, 2021 and December 31, 2020, the carrying value of the remaining note was $36,300. As of September 30, 2021 and December 31, 2020, accrued interest payable of $87,789 and $57,231, respectively, was outstanding on the remaining note. On December 6, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $110,000, having an aggregate original issuance discount of $10,000, resulting in cash proceeds of $100,000. The notes matured on June 6, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the holders converted $110,000 of principal and $123,451 of accrued interest into 11.67255 shares of Series Y preferred shares having a stated value of $233,451, resulting in a reduction of the derivative liability by $379,600 and a gain on settlement of $379,600. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 was outstanding on the notes. In December 2019, the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”) entered into Exchange Agreements whereby 2,800 Series A Preferred Shares and 1,126 Series B Preferred Shares were canceled in exchange for the issuance of an aggregate of $3,500,000 and $1,548,250 of convertible promissory notes, respectively. The notes matured at dates ranging from December 24, 2019 to May 18, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.005 per share, subject to adjustment. In the event of default, the Outstanding Balance shall immediately increase to 130% of the Outstanding Balance and a penalty of $100 per day shall accrue until the default is remedied. For a period of two years from the issuance date, in the event the Company issues or sells any additional shares of common stock or common stock equivalents at a price less than the Conversion Price (as defined in the notes) then in effect (a “Dilutive Issuance”), the Conversion Price of the notes shall be reduced to the Dilutive Issuance Price and the number of shares issuable upon conversion shall be increased on a full ratchet basis. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. During the year ended December 31, 2019, the noteholders converted $185,500 of principal and $300 of accrued interest into an aggregate of 30,669,903 shares of common stock and 37,160,000 shares of common stock to be issued. During the year ended December 31, 2020, the noteholders converted $31,137 of principal and $128 of accrued interest into an aggregate of 6,253,056 shares of common stock; and the noteholders converted $4,793,113 of principal and $2,564,325 of accrued interest into 367.8719 shares of Series Y preferred shares having a stated value of $7,357,438, resulting in a reduction of the derivative liability by $89,648,951 and a gain on settlement of $89,648,951. On January 7, 2021, a noteholder converted $38,500 of principal and $55,261 of accrued interest into 3.72667 shares of Series Y preferred shares having a stated value of $74,533, resulting in a reduction of the derivative liability by $3,880,958 and a gain on settlement of $3,900,186. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0 and $38,500, respectively. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $54,473, respectively, was outstanding on the notes. From January to September 2020, the Company issued convertible promissory notes in the aggregate principal amount of $700,700, having an aggregate original issuance discount of $63,700, resulting in cash proceeds of $637,000. The notes mature from July 2020 to March 2021 and accrue interest at a rate of 12% per annum. During the first 180 days the notes are outstanding, the Company shall have the right to prepay the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance (as defined in the notes) being prepaid. The investors have the right to convert the Outstanding Balance of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. Notwithstanding the foregoing, upon the occurrence of an event of default, the conversion price for the April 2020 notes, having an aggregate original principal amount of $330,000, shall not be less than $0.001. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the noteholders converted $700,700 of principal and $462,763 of accrued interest into 58.17315 shares of Series Y preferred shares having a stated value of $1,163,463, resulting in a reduction of the derivative liability by $1,885,194, a reduction in debt discount by $72,637 and a gain on settlement of $1,812,557. On March 23, 2021, a noteholder converted $21,944 of accrued interest into 1.09721 shares of Series Y preferred shares having a stated value of $21,945, resulting in a reduction of the derivative liability by $17,548 and a gain on settlement of $17,548. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $13,844 was outstanding on the notes. On December 15, 2020, $79,143 of accrued compensation owed to the Company’s former Chief Financial Officer was settled by the issuance of a convertible note in the amount of $64,143, having a maturity date of June 15, 2021 and bearing interest of 12% per annum, resulting in a gain on settlement of accounts payable of $15,000. The holder has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.0003 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. As a result of the beneficial conversion feature of the note, debt discount of $64,143 was recognized with a corresponding increase in additional paid-in capital. On December 24, 2020, the holder converted $64,143 of principal into 3.20716 shares of Series Y preferred shares having a stated value of $64,143, resulting in a reduction in debt discount by $60,971 and a loss on settlement of $60,971. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the note was $0. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 was outstanding on the note. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the convertible notes was $3,063,970 and $3,186,303, respectively. As of September 30, 2021 and December 31, 2020, accrued interest payable of $1,661,704 and $2,483,955, respectively, was outstanding on the notes. Upon the issuance of certain convertible notes, the Company determined that the features associated with the embedded conversion option embedded in the notes, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. The Company does not have enough authorized and unissued shares of common stock to convert all of the convertible promissory notes into shares of common stock. As a result of this authorized shares shortfall, all of the convertible notes payable, including those where the maturity date has not yet been reached, are in default. Accordingly, (i) interest has been accrued at the default interest rate, if applicable, and (ii) the embedded conversion option has been accounted for, at fair value, as a derivative liability (See Note 11). | NOTE 12 – CONVERTIBLE NOTES PAYABLE On July 5, 2018, the Company issued secured convertible notes to certain accredited investors in the aggregate principal amount of $1,650,000. The notes matured on January 5, 2019 and accrued no interest. Net proceeds received by the Company were $1,492,500 after deduction of legal and other fees. During 2019, the remaining principal amount of $390,000 and accrued interest of $22,831 were converted into shares of the Company’s common stock. In connection with the issuance of the July 2018 notes, the Company and the investors also entered into a security agreement pursuant to which the notes are secured by all of the assets of the Company held as of July 5, 2018 and acquired thereafter. The Company also issued five-year warrants to purchase an aggregate of 6,600,000 shares of Company’s common stock with an initial exercise price of $0.25. The warrants contain certain anti-dilutive provisions. In December 2018, the Company made payments of an aggregate of $1,762,500 to holders of July 2018 notes. As of December 31, 2018, the aggregate remaining face value of the notes was $390,000. During the year ended December 31, 2019, holders of the July 2018 notes converted $390,000 in principal and $22,831 in interest into an aggregate of 10,102,353 shares of the Company’s common stock for settlement of the remaining balance due. The balance of these notes was $0 as of December 31, 2019. In December 2018, the Company issued convertible promissory notes in the aggregate principal amount of $90,000 (including an aggregate original issuance discount of $15,000) maturing June 1, 2019 and bearing interest of 5% per annum. The Company shall have the right to prepay the notes for an amount equal to 130% multiplied by the portion of the Outstanding Balance (as defined in the notes) being prepaid. The investors shall have the right to convert the Outstanding Balance of the note at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. During the year ended December 31, 2019, the holder converted $90,000 in principal and $9,000 of accrued interest into an aggregate of 6,879,913 shares of common stock. As of December 31, 2019, the aggregate carrying value of the notes was $0. On December 17, 2018, the Company issued a secured convertible promissory note in the principal amount of $2,225,000 (including an original issuance discount of $225,000) that matured on December 17, 2019 and bears interest at a rate of 8% per annum (which increased to 22% on July 16, 2019 upon the occurrence of an event of default). The note is secured by the Security Agreement (as defined below). The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.35 per share, subject to adjustment. Commencing on June 17, 2019, the investor has the right to redeem all or any portion of the note; provided, however, the investor may not request redemption in an amount that exceeds $350,000 during any single calendar month; provided, further however, upon the occurrence of an event of default, the redemption amount in any calendar month may exceed $350,000. Payments on redemption amounts may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.35 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. In connection with the December 2018 note, the Company also entered into a security agreement (the “Security Agreement”) on the closing date pursuant to which the Company granted the investor a security interest in the Collateral (as defined in the Security Agreement). On July 16, 2019, the Company received a notice from the noteholder indicating that events of default had occurred and asserting default penalties of $761,330. During the year ended December 31, 2019, the noteholder converted $345,000 of principal into an aggregate of 53,522,295 shares of common stock. During the year ended December 31, 2020, (i) the noteholder converted $37,000 of principal into an aggregate of 31,109,551 shares of common stock; and (ii) $1,049,329 of accrued interest was reclassified to the principal balance of this note. As of December 31, 2020 and 2019, the remaining carrying value of the note was $2,892,330 and $1,880,000, respectively, net of debt discount of $0. As of December 31, 2020 and 2019, accrued interest payable of $1,073,809 and $1,327,110, respectively, was outstanding on the note. On January 25, 2019, the Company issued a convertible promissory note in the principal amount of $55,000 (including original issuance discount of $5,000) that matured July 25, 2019 and bearing a one-time interest fee of 10%. The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the notes), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the notes). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. As of December 31, 2020 and 2019, the remaining carrying value of the notes was $55,000 and $50,000, net of debt discount of $0 and $5,000, respectively. As of December 31, 2020 and 2019, accrued interest payable of $92,600 and $40,219, respectively, was outstanding on the note. During the quarter ended December 31, 2020, this note was included in convertible notes payable on the consolidated balance sheet whereas it had been previously included in non-convertible notes payable. The accompanying balance sheet for December 31, 2019 has been adjusted to reflect the reclassification of this note. From January to June 2019, the Company issued convertible promissory notes in the aggregate principal amount of $389,000 (including aggregate original issuance discount of $39,000) that matured at dates ranging from July 15, 2019 to June 6, 2020 and accruing interest at rates ranging from 5% to 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the notes), or a combination thereof. Upon the occurrence of an event of default, the investors may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the notes). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. In January 2020, one of the promissory notes was amended whereby the conversion price for $9,202 which is a portion of the principal amount of the note was amended to $0.0004 per share. The amendment was deemed a debt modification and accounted for accordingly. During the year ended December 31, 2019, the noteholders converted $31,180 of principal and $8,000 of accrued interest into an aggregate of 10,000,000 shares of common stock. During the year ended December 31, 2020, one of the holders converted $24,826 of principal into an aggregate of 35,005,850 shares of common stock; and one of the holders converted $168,820 of principal and $362,027 of accrued interest into 26.54237 shares of Series Y preferred shares having a stated value of $530,847, resulting in a reduction of the derivative liability by $719,416 and a gain on settlement of $719,416. As of December 31, 2020 and 2019, the remaining carrying value of the notes was $164,174 and $247,746, net of debt discount of $0 and $110,074, respectively. As of December 31, 2020 and 2019, accrued interest payable of $1,191,998 and $456,900, respectively, was outstanding on the notes. On November 13, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $108,900, having an aggregate original issuance discount of $9,900, resulting in cash proceeds of $99,000. The notes matured on May 13, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, two of the holders converted $72,600 of principal and $112,671 of accrued interest into 9.26353 shares of Series Y preferred shares having a stated value of $185,271, resulting in a reduction of the derivative liability by $301,257 and a gain on settlement of $301,257. As of December 31, 2020 and 2019, the remaining carrying value of the notes was $36,300 and $14,871, net of debt discount of $0 and $94,029, respectively. As of December 31, 2020 and 2019, accrued interest payable of $57,231 and $48,789, respectively, was outstanding on the notes. On December 6, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $110,000, having an aggregate original issuance discount of $10,000, resulting in cash proceeds of $100,000. The notes matured on June 6, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the holders converted $110,000 of principal and $123,451 of accrued interest into 11.67255 shares of Series Y preferred shares having a stated value of $233,451, resulting in a reduction of the derivative liability by $379,600 and a gain on settlement of $379,600. As of December 31, 2020 and 2019, the remaining carrying value of the notes was $0 and $15,027, net of debt discount of $0 and $94,973, respectively. As of December 31, 2020 and 2019, accrued interest payable of $0 and $38,904, respectively, was outstanding on the notes. In December 2019, the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”) entered into Exchange Agreements whereby 2,800 Series A Preferred Shares and 1,126 Series B Preferred Shares were canceled in exchange for the issuance of an aggregate of $3,500,000 and $1,548,250 of convertible promissory notes, respectively. The notes matured at dates ranging from December 24, 2019 to May 18, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.005 per share, subject to adjustment. In the event of default, the Outstanding Balance shall immediately increase to 130% of the Outstanding Balance and a penalty of $100 per day shall accrue until the default is remedied. For a period of two years from the issuance date, in the event the Company issues or sells any additional common shares or common stock equivalents at a price less than the Conversion Price (as defined in the notes) then in effect (a “Dilutive Issuance”), the Conversion Price of the notes shall be reduced to the Dilutive Issuance Price and the number of shares issuable upon conversion shall be increased on a full ratchet basis. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. During the year ended December 31, 2019, the noteholders converted $185,500 of principal and $300 of accrued interest into an aggregate of 30,669,903 shares of common stock and 37,160,000 shares of common stock to be issued. During the year ended December 31, 2020, the noteholders converted $31,137 of principal and $128 of accrued interest into an aggregate of 6,253,056 shares of common stock; and the noteholders converted $4,793,113 of principal and $2,564,325 of accrued interest into 367.8719 shares of Series Y preferred shares having a stated value of $7,357,438, resulting in a reduction of the derivative liability by $89,648,951 and a gain on settlement of $89,648,951. As of December 31, 2020 and 2019, the remaining carrying value of the notes was $38,500 and $4,781,395, net of debt discount of $0 and $81,355, respectively. As of December 31, 2020 and 2019, accrued interest payable of $54,473 and $1,583,795, respectively, was outstanding on the notes. From January to September 2020, the Company issued convertible promissory notes in the aggregate principal amount of $700,700, having an aggregate original issuance discount of $63,700, resulting in cash proceeds of $637,000. The notes mature from July 2020 to March 2021 and accrue interest at a rate of 12% per annum. During the first 180 days the notes are outstanding, the Company shall have the right to prepay the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance (as defined in the notes) being prepaid. The investors have the right to convert the Outstanding Balance of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. Notwithstanding the foregoing, upon the occurrence of an event of default, the conversion price for the April 2020 notes, having an aggregate original principal amount of $330,000, shall not be less than $0.001. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the noteholders converted $700,700 of principal and $462,763 of accrued interest into 58.17315 shares of Series Y preferred shares having a stated value of $1,163,463, resulting in a reduction of the derivative liability by $1,885,194, a reduction in debt discount by $72,637 and a gain on settlement of $1,812,557. As of December 31, 2020, the remaining carrying value of the notes was $0, net of debt discount of $0. As of December 31, 2020, accrued interest payable of $13,844 was outstanding on the notes. On December 15, 2020, $79,143 of accrued compensation owed to the Company’s Chief Financial Officer was settled by the issuance of a convertible note in the amount of $64,143, having a maturity date of June 15, 2021 and bearing interest of 12% per annum, resulting in a gain on settlement of accounts payable of $15,000. The holder has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.0003 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. As a result of the beneficial conversion feature of the note, debt discount of $64,143 was recognized with a corresponding increase in additional paid-in capital. On December 24, 2020, the holder converted $64,143 of principal into 3.20716 shares of Series Y preferred shares having a stated value of $64,143, resulting in a reduction in debt discount by $60,971 and a loss on settlement of $60,971. As of December 31, 2020, the remaining carrying value of the note was $0, net of debt discount of $0. As of December 31, 2020, accrued interest payable of $0 was outstanding on the note (See Note 18). As of December 31, 2020 and 2019, the remaining carrying value of the convertible notes was $3,186,303 and $6,989,039, net of debt discount of $0 and $380,431, respectively. As of December 31, 2020 and 2019, accrued interest payable of $2,483,955 and $3,495,717, respectively, was outstanding on the notes. Upon the issuance of certain convertible notes, the Company determined that the features associated with the embedded conversion option embedded in the notes, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. The Company does not have enough authorized and unissued common shares to convert all of the convertible promissory notes into common shares. As a result of this authorized shares shortfall, all of the convertible notes payable, including those where the maturity date has not yet been reached, are in default. Accordingly, (i) interest has been accrued at the default interest rate, if applicable, and (ii) the embedded conversion option has been accounted for, at fair value, as a derivative liability (See Note 13). |
Derivative Liabilities and Fair
Derivative Liabilities and Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Liabilities And Fair Value Measurements [Abstract] | ||
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS | NOTE 11 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS Upon the issuance of certain convertible debentures, warrants, and preferred stock, the Company determined that the features associated with the embedded conversion option embedded in the debentures, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. During the nine months ended September 30, 2021, upon issuance of the instruments underlying the derivative liabilities and upon revaluation (immediately prior to conversion of the underlying instrument) On September 30, 2021, the Company estimated the fair value of the embedded derivatives of $4,289,634 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 137.90%, (3) risk-free interest rate of 0.07% to 0.09%, and (4) expected life of 0.01 to 1.33 years. During the year ended December 31, 2020, upon issuance of the instruments underlying the derivative liabilities and upon revaluation (immediately prior to conversion of the underlying instrument), the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 119.33% to 128.94%, (3) risk-free interest rate of 0.06% to 1.56%, and (4) expected life of 0.06 to 2.11 years. On December 31, 2020, the Company estimated the fair value of the embedded derivatives of $25,475,514 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 132.11%, (3) risk-free interest rate of 0.08% to 0.13%, and (4) expected life of 0.04 to 2.08 years. The Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed above. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. As of September 30, 2021 and December 31, 2020, the Company did not have any derivative instruments that were designated as hedges. Items recorded or measured at fair value on a recurring basis consisted of the following items as of September 30, 2021 and December 31, 2020: September 30, Quoted Prices Significant Significant Derivative liabilities $ 4,289,634 $ - $ - $ 4,289,634 December 31, Quoted Prices Significant Significant Derivative liabilities $ 25,475,514 $ - $ - $ 25,475,514 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the nine months ended September 30, 2021: Balance, December 31, 2020 $ 25,475,514 Transfers out due to conversions of convertible notes, accrued interest and warrants into shares of Series Y preferred stock (4,834,911 ) Transfers out due to conversions of convertible notes and accrued interest into shares of common stock (118,778 ) Transfers out due to cash payments made pursuant to settlement agreements (175,565,103 ) Change in derivative liability due to authorized shares shortfall 159,633,797 Mark to market to September 30, 2021 (300,885 ) Balance, September 30, 2021 $ 4,289,634 Gain on change in derivative liabilities for the nine months ended September 30, 2021 $ 300,885 Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet. Decreases in the conversion price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting period. As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurements. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value. | NOTE 13 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS Upon the issuance of certain convertible debentures, warrants, and preferred stock, the Company determined that the features associated with the embedded conversion option embedded in the debentures, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. During the year ended December 31, 2019, upon issuance, the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 110.59% to 119.18%, (3) risk-free interest rate of 1.48% to 2.33%, and (4) expected life of 0.01 to 3.0 years. On December 31, 2019, the Company estimated the fair value of the embedded derivatives of $20,236,870 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 119.18%, (3) risk-free interest rate of 1.48% to 1.62%, and (4) expected life of 0.01 to 3.09 years. During the year ended December 31, 2020, upon issuance of the instruments underlying the derivative liabilities and upon revaluation (immediately prior to conversion of the underlying instrument), the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 119.33% to 128.94%, (3) risk-free interest rate of 0.06% to 1.56%, and (4) expected life of 0.06 to 2.11 years. On December 31, 2020, the Company estimated the fair value of the embedded derivatives of $25,475,514 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 132.11%, (3) risk-free interest rate of 0.08% to 0.13%, and (4) expected life of 0.04 to 2.08 years. The Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. As of December 31, 2020, the Company did not have any derivative instruments that were designated as hedges. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2020 and 2019: December 31, Quoted Prices Significant Significant Derivative liability $ 25,475,514 $ - $ - $ 25,475,514 December 31, Quoted Prices Significant Significant Derivative liability $ 20,236,870 $ - $ - $ 20,236,870 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the two years ended December 31, 2020: Balance, December 31, 2018 $ - Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions 686,059 Transfers out due to conversions of convertible notes and accrued interest into common shares (56,142 ) Derivative liability due to authorized shares shortfall 18,921,538 Mark to market to December 31, 2019 685,415 Balance, December 31, 2019 $ 20,236,870 Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions 573,230 Transfers out due to conversions of convertible notes and accrued interest into common shares (278,545 ) Transfers out due to conversions of convertible notes, accrued interest and warrants into Series Y preferred shares (165,826,982 ) Derivative liability due to authorized shares shortfall 170,319,590 Mark to market to December 31, 2020 451,351 Balance, December 31, 2020 $ 25,475,514 Loss on change in derivative liabilities for the year ended December 31, 2020 $ (451,351 ) Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet. Decreases in the conversion price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting period. As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurements. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS’ DEFICIT | NOTE 12 – STOCKHOLDERS’ DEFICIT Preferred Stock Series A The Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $0.001 per share. On July 2, 2019, the Company authorized the issuance of 6,000 Series A preferred stock, par value $0.001 per share. The Series A preferred stock has a $1,250 stated value per share and is convertible into shares of common stock at $0.05 per share, subject to certain adjustments. The Certificate of Designation for the Series A preferred stock was filed on July 9, 2019. During the periods presented, there were 0 shares of Series A Preferred Stock outstanding. Series B On June 24, 2019, the Company authorized the issuance of 2,000 shares of Series B Preferred Stock, par value $0.001 per share. The Series B Preferred Stock has a $1,250 stated value per share and is convertible into shares of common stock at $0.05 per share, subjected to certain adjustments. The Certificate of Designation for the Series B Preferred Stock was filed on July 9, 2019. During the periods presented, there were 0 shares of Series B Preferred Stock outstanding. Series C On July 16, 2019, the Company authorized the issuance of 1,000 Series C Preferred Stock, par value $0.001 per share. The 1,000 Series C preferred shares are convertible into 1,000,000 shares of common stock upon the Company listing on a national exchange and other conditions. The Certificate of Designation for the Series C Preferred Stock was filed on July 19, 2019. As of September 30, 2021 and December 31, 2020, there were 1,000 shares of Series C Preferred Stock outstanding. Series X On November 23, 2020, the Company authorized the issuance of 100 shares of Series X Preferred Stock, par value $0.0001 per share. The Series X Preferred Stock has a $20,000 stated value per share and is convertible into shares of common stock at $0.002 per share, subjected to certain adjustments. In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued or sold. The Certificate of Designation for the Series X Preferred Stock was filed on November 23, 2020. From November 25 to December 23, 2020, the Company issued an aggregate of 16.05 shares of Series X Preferred Stock for aggregate proceeds of $321,000. Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $454,200 upon issuance of the Series X preferred shares with a $454,200 increase in Discount on preferred stock and a corresponding increase in additional paid-in capital. The preferred stock discount was amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $46,448 was recognized as a deemed dividend for the year ended December 31, 2020. As of December 31, 2020, unamortized debt discount on Series X Preferred Stock was $407,752. From February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of $200,000. Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price. Accordingly, during the nine months ended September 30, 2021, the Company recognized an aggregate beneficial conversion feature of $2,852,500 upon issuance of the Series X preferred shares with a $2,852,500 increase in Discount on preferred stock and a corresponding increase in additional paid-in capital. The preferred stock discount was amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $3,260,252 was recognized as a deemed dividend for the nine months ended September 30, 2021. As of September 30, 2021, unamortized debt discount on Series X Preferred Stock was $0. As of September 30, 2021 and December 31, 2020, there were 26.05 and 16.05 shares, respectively, of Series X Preferred Stock outstanding. Series Y On December 30, 2020, the Company authorized the issuance of 1,000 shares of Series Y Preferred Stock, par value $0.001 per share. The Series Y Preferred Stock has a $20,000 stated value per share and is convertible into shares of common stock at $0.002 per share, subjected to certain adjustments. In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued or sold. The Certificate of Designation for the Series Y Preferred Stock was filed on December 30, 2020. From December 23 to December 30, 2020, the Company issued 654.781794 shares of Series Y Preferred Stock, having a stated value of $13,095,636, in exchange for convertible notes payable of $5,775,767 (net of debt discount of $133,608), accrued interest of $3,625,237, and 14,765,624,721 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $92,934,419, a reduction of derivative liabilities related to the warrants of $72,892,563, and a net gain on settlement of $162,132,350. Included in the foregoing amounts is 3.20716 shares of Series Y Preferred Stock, having a stated value of $64,143, issued to the Company’s Chief Financial Officer, in exchange for convertible notes of $3,172 (net of debt discount of $60,971), resulting in a loss on settlement of $60,971. Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $21,594,115 upon issuance of the Series Y preferred shares with a $21,594,115 increase in Discount on preferred stock and a corresponding increase in additional paid-in capital. The preferred stock discount was amortized over 120 days commencing December 23, 2020 (the date of the initial issuance of the Series Y preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $1,028,091 was recognized as a deemed dividend for the year ended December 31, 2020. As of December 31, 2020, unamortized debt discount on Series Y Preferred Stock was $20,566,024. From January 7 to March 23, 2021, the Company issued 4.82388 shares of Series Y Preferred Stock, having a stated value of $96,478, in exchange for convertible notes payable of $38,500, accrued interest of $77,205, and 131,249,975 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $2,502,223, a reduction of derivative liabilities related to the warrants of $1,396,283, and a net gain on settlement of $3,917,734. On May 1, the Company issued 60.91 shares of Series Y Preferred Stock, having a stated value of $1,218,200, in exchange for a convertible note payable of $33,000 and accrued interest of $1,185,200. The exchange resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $936,405, and a net gain on settlement of $936,405. Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price. Accordingly, during the nine months ended September 30, 2021, the Company recognized an aggregate beneficial conversion feature of $10,972,647 upon issuance of the Series Y preferred shares with a $10,972,647 increase in Discount on preferred stock and a corresponding increase in additional paid-in capital. The preferred stock discount was amortized over 120 days commencing December 23, 2020 (the date of the initial issuance of the Series Y preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $31,538,671 was recognized as a deemed dividend for the nine months ended September 30, 2021. As of September 30, 2021, unamortized debt discount on Series Y Preferred Stock was $0. On March 17, 2021, the Company issued 27.78633 shares of Series Y Preferred Stock that were recorded as to be issued as of December 31, 2020. As of September 30, 2021 and December 31, 2020, there were 720.515674 and 626.995464 shares of Series Y Preferred Stock outstanding and 0 and 27.78633 shares to be issued, respectively. Series Z On September 30, 2021, the Company authorized the issuance of 500 shares of Series Z Preferred Stock, par value $0.001 per share. The Series Z Preferred Stock has a $20,000 stated value per share and all 500 Series Z preferred shares, in aggregate, are convertible into 19.98% of the issued and outstanding common shares of the Company (post conversion). The conversion rate is applicable on a pro rata basis to each share of Series Z Preferred Stock upon conversion. This anti-dilutive conversion feature is in effect until such time an S-1 Registration Statement is declared effective by the SEC in conjunction with a NASDAQ listing. On September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer whereby the Company entered into a note payable agreement for$1,000,000 in exchange for: (i) a $1,000,000 cash payment directly paid to the warrant holder; and (ii) the issuance of 250 Series Z Preferred Shares having a fair value of $6,530,867 (See Note 15). The note bears interest of 8% per annum and is due within three days of the Company’s next closing of equity financing of $3,000,000 or more. The proceeds received were allocated to the debt and equity on a relative fair value basis. Accordingly, debt discount of $867,213 was recognized with a corresponding increase in additional paid-in capital. Since the due date is contingent upon a future event, the entire debt discount was amortized to interest expense immediately. On September 30, 2021, an investor owning warrants to purchase 156,250,079 common shares at $0.0004 per share entered into an agreement to cancel the aforementioned warrants in exchange for: (i) a cash payment of $1,000,000 received directly from the Chief Executive Officer; and (ii) 250 Series Z Preferred Shares having a fair value of $6,530,867. The settlement resulted in a reduction in the derivative liability of $5,750,067, an increase in non-convertible notes payable of $1,000,000, an increase in additional paid-in capital of $6,530,867 and a loss on settlement of debt of $1,780,800. Common Stock On September 30, 2021, the Company amended its Articles of Incorporation to change the number of authorized common shares to 1,200,000,000 shares of common stock, par value $0.001 per share, which has been reflected retroactively in the accompanying consolidated financial statements. On January 8, 2020, the Company issued 37,160,000 shares of the Company’s common stock previously recorded as to be issued as of December 31, 2019. On March 7, 2020, a stockholder returned 69,000 shares of the Company’s common stock back to the Company. The shares were immediately retired. Accordingly, common stock was decreased by the par value of the shares of common stock contributed of $69 with a corresponding increase in additional paid in capital. During the year ended December 31, 2020, a warrant exercise in 2019, to purchase 120,000 shares of common stock, was rescinded. The rescission was recorded as a decrease in common stock to be issued of $120 and a decrease in additional paid-in capital of $5,880 with a corresponding increase in accounts payable and accrued expenses of $6,000. During the year ended December 31, 2020, the Company issued an aggregate of 72,368,457 shares of its common stock, having an aggregate fair value of $370,755, upon the conversion of convertible notes with a principal amount of $92,964 and accrued interest of $128, which resulted in the reduction of $278,545 of derivative liabilities and an aggregate net gain on conversion of convertible notes of $882. Accordingly, common stock was increased by the par value of the shares of common stock issued of $72,369 and additional paid in capital was increased by $298,386. On January 20, 2021, the Company issued 4,448,251 shares of its common stock, having a fair value of $133,002, upon the conversion of convertible notes with a principal amount of which resulted in the reduction of $118,778 of derivative liabilities and a loss on conversion of $880 On June 2, 2021, the Company issued 1,006,250 shares of the Company’s common stock previously recorded as to be issued as of December 31, 2020. On June 4, 2021, an investor owning 1,485,000 shares of the Company’s common stock and warrants to purchase 971,562,497 common shares at $0.0004 per share entered into an agreement to cancel the aforementioned common shares and warrants in exchange for a cash payment of $11,000 by the Company. Accordingly, the cancelation agreement resulted in a reduction in common stock of $1,485 for the par value of the common shares, a reduction in additional paid-in capital of $9,515, and a reduction in the derivative liability of $74,134,327 and a gain on settlement of $74,134,327. On June 6, 2021, the Company awarded an aggregate of 2,175,431 fully-vested shares of common stock, having a fair value of $166,855, to the Chief Executive Officer for services rendered. As of September 30, 2021 and December 31, 2020, there were 499,871,337 and 493,726,405 shares, respectively, of common stock issued and outstanding. | NOTE 14 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $0.001 per share. On July 2, 2019, the Company authorized the issuance of 6,000 Series A preferred stock, par value $0.001 per share. The Series A preferred stock have a $1,250 stated value and are convertible into shares of common stock at $0.05 per share, subject to certain adjustments. The Certificate of Designation for the Series A preferred stock was filed on July 9, 2019. On July 2, 2019 and July 11, 2019, the Company entered into exchange agreements with certain stockholders pursuant to which it exchanged warrants issued in July 2018 to purchase an aggregate of 26,000,000 shares of the Company’s common stock for an aggregate of 6,000 shares of Series A Preferred Stock. Accordingly, the fair value of the Series A Preferred Stock of $5,882,340 was recognized, offset by preferred stock issuance costs of $5,585,594, net of a decrease in additional paid in capital of $296,746 for the fair value of the canceled warrants. From July 5, 2019 to September 19, 2019, the Company issued an aggregate of 80,000,000 shares of common stock and 903,823,564 shares of common stock to be issued upon the conversion of 3,200 shares of Series A Preferred Stock. Accordingly, Series A Preferred Stock was decreased by $3,137,248, common stock was increased by the par value of the common shares issued of $80,000, common stock to be issued was increased by the par value of the common shares to be issued $903,824, and additional paid in capital was increased by $2,153,424. On December 3, 2019, the Company retired the remaining 2,800 shares of Series A Preferred Stock in exchange for the issuance of convertible notes (the “Exchange”) in the aggregate principal amount of $3,500,000. Accordingly, Series A Preferred Stock was decreased by $2,745,086, additional paid in capital was decreased by $754,914 (stemming from recognition of a deemed dividend recognized immediately prior to the Exchange), and convertible notes payable was increased by $3,500,000. In addition, the derivative liabilities on the Series A Preferred Stock (stemming from the inability to convert caused by the authorized shares shortfall) of $2,012,420 was eliminated with a corresponding decrease in derivative liability for authorized shares shortfall expense. Lastly, derivative liabilities on the newly issued convertible notes (stemming from the inability to convert caused by the authorized shares shortfall) of $54,364 was recognized as an increase in derivative liabilities and a corresponding increase in debt discount on the convertible notes payable. As of December 31, 2020 and 2019, there were 0 shares of Series A Preferred Stock outstanding. On June 24, 2019, the Company authorized the issuance of 2,000 shares of Series B Preferred Stock, par value $0.001 per share. The Series B Preferred Stock have a $1,250 stated value and are convertible into shares of common stock at $0.05 per share, subjected to certain adjustments. The Certificate of Designation for the Series B Preferred Stock was filed on July 9, 2019. From June 24 to November 16, 2019, the Company issued 1,126 shares of Series B Preferred Stock for proceeds of $1,407,500. From December 3 through December 31, 2019, the Company retired the remaining 1,126 shares of Series B Preferred Stock in exchange for the issuance of convertible notes (the “Exchange”) in the aggregate principal amount of $1,548,250. Accordingly, Series B Preferred Stock was decreased by the par value of the preferred shares of $1, additional paid in capital was decreased by $826,883 (for the remaining carrying value of the preferred shares), additional paid in capital was decreased by $721,366 (stemming from recognition of a deemed dividend recognized immediately prior to the Exchange), and convertible notes payable was increased by $1,548,250. In addition, the derivative liabilities on the Series B Preferred Stock (stemming from the inability to convert caused by the authorized shares shortfall) of $776,965 was eliminated with a corresponding decrease in derivative liability for authorized shares shortfall expense. Lastly, derivative liabilities on the newly issued convertible notes (stemming from the inability to convert caused by the authorized shares shortfall) of $85,370 was recognized as an increase in derivative liabilities and a corresponding increase in debt discount on the convertible notes payable. As of December 31, 2020 and 2019, there were 0 shares of Series B Preferred Stock outstanding. On July 16, 2019, the Company authorized the issuance of 1,000 Series C Preferred Stock, par value $0.001 per share. The 1,000 Series C preferred shares are convertible into 1,000,000 shares of common stock upon the Company listing on a national exchange and other conditions. The Certificate of Designation for the Series C Preferred Stock was filed on July 19, 2019. On October 21, 2019, the Company issued 1,000 Series C Preferred Shares with a value of $10,000 for services rendered. As of December 31, 2020 and 2019, there were 1,000 shares of Series C Preferred Stock outstanding. On November 23, 2020, the Company authorized the issuance of 100 shares of Series X Preferred Stock, par value $0.0001 per share. The Series X Preferred Stock has a $20,000 stated value and is convertible into shares of common stock at $0.002 per share, subjected to certain adjustments. In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued or sold. The Certificate of Designation for the Series X Preferred Stock was filed on November 23, 2020. From November 25 to December 23, 2020, the Company issued an aggregate of 16.05 shares of Series X Preferred Stock for aggregate proceeds of $321,000. Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $454,200 upon issuance of the Series X preferred shares. The resulting amortization of the preferred stock discount of $46,448 is recognized as a deemed dividend in the accompanying statement of operations. The preferred stock discount is being amortized over 120 days, which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. As of December 31, 2020 and 2019, there were 16.05 and 0 shares, respectively, of Series X Preferred Stock outstanding. On December 30, 2020, the Company authorized the issuance of 1,000 shares of Series Y Preferred Stock, par value $0.001 per share. The Series Y Preferred Stock has a $20,000 stated value and is convertible into shares of common stock at $0.002 per share, subjected to certain adjustments. In the event the Company issues or sells any securities with an effective price or exercise or conversion price less than the Conversion Price, the Conversion Price shall be reduced to the sale price or exercise or conversion price of the securities issued or sold. The Certificate of Designation for the Series Y Preferred Stock was filed on December 30, 2020. From December 23 to December 30, 2020, the Company issued 654.781794 shares of Series Y Preferred Stock, having a stated value of $13,095,636, in exchange for convertible notes payable of $5,775,767 (net of debt discount of $133,608), accrued interest of $3,625,237, and 14,765,624,721 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $92,934,419, a reduction of derivative liabilities related to the warrants of $72,892,563, and a net gain on settlement of $162,132,350. Included in the foregoing amounts is 3.20716 shares of Series Y Preferred Stock, having a stated value of $64,143, issued to the Company’s Chief Financial Officer, in exchange for convertible notes of $3,172 (net of debt discount of $60,971), resulting in a loss on settlement of $60,971. Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $21,594,115 upon issuance of the Series Y preferred shares. The resulting amortization of the preferred stock discount of $1,028,091 is recognized as a deemed dividend in the accompanying statement of operations. The preferred stock discount is being amortized over 120 days, which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. As of December 31, 2020, there were 626.995464 shares of Series Y Preferred Stock outstanding and 27.786334 shares to be issued. Common Stock The Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 per share. During the year ended December 31, 2019, the Company issued an aggregate of 80,000 shares of its common stock recorded as to be issued on December 31, 2018 for a cash warrant exercise. During the year ended December 31, 2019, the Company issued an aggregate of 1,591,240 shares of its common stock as interest expense with a value of $36,830. During the year ended December 31, 2019, the Company issued 5,553,191 shares of its common stock to satisfy a true-up provision with a value of $22,213. During the year ended December 31, 2019, the Company issued an aggregate of 2,950,000 shares of its common stock and recorded an additional 2,550,000 shares as to be issued, having an aggregate fair value of $208,700, for services rendered. During the year ended December 31, 2019, the Company issued an aggregate of 3,997,661 shares of its common stock upon the cashless exercise of outstanding warrants. Accordingly, common stock was increased by the par value of the common shares issued of $3,998 with a corresponding decrease in additional paid in capital. During the year ended December 31, 2019, the Company issued 9,000,000 shares for the settlement of a warrant provision. The fair value of the common shares issued of $437,400 was recognized as a deemed dividend whereby common stock was increased by the par value of the common shares issued of $9,000, additional paid in capital was increased by $428,400 and retained earnings was decreased by $437,400. During the year ended December 31, 2019, the Company issued an aggregate of 1,555,160 shares of its common stock and recorded an additional 1,126,250 shares of common stock as to be issued for the cash exercise of warrants for proceeds of $172,950. During the year ended December 31, 2019, the Company issued an aggregate of 111,174,464 shares of its common stock and 37,160,000 shares of common stock to be issued, having an aggregate fair value of $1,732,318, for the settlement of convertible debt with a principal amount of $1,041,680 and accrued interest of $40,131, which resulted in the elimination of $46,978 of derivative liabilities and an aggregate loss on conversion of convertible notes of $603,529. Accordingly, common stock was increased by the par value of the common shares issued of $111,174, common stock to be issued was increased by the par value of the common shares to be issued of $37,160 and additional paid in capital was increased by $1,583,984. During the year ended December 31, 2019, the Company issued an aggregate of 1,250,000 shares of its common stock as origination shares with a principal amount of $141,333. During the year ended December 31, 2019, the Company issued an aggregate of 80,000,000 shares of common stock and 903,823,564 shares of common stock to be issued upon the conversion of 3,200 shares of Series A Preferred Stock. Accordingly, Series A Preferred Stock was decreased by $3,137,248, common stock was increased by the par value of the common shares issued of $80,000, common stock to be issued was increased by the par value of the common shares to be issued of $903,824 and additional paid in capital was increased by $2,153,424. On January 8, 2020, the Company issued 37,160,000 shares of the Company’s common stock previously recorded as to be issued as of December 31, 2019. On March 7, 2020, a stockholder returned 69,000 shares of the Company’s common stock back to the Company. The shares were immediately retired. Accordingly, common stock was decreased by the par value of the common shares contributed of $69 with a corresponding increase in additional paid in capital. During the year ended December 31, 2020, a warrant exercise in 2019, to purchase 120,000 common shares, was rescinded. The rescission was recorded as a decrease in common stock to be issued of $120 and a decrease in additional paid-in capital of $5,880 with a corresponding increase in accounts payable and accrued expenses of $6,000. During the year ended December 31, 2020, the Company issued an aggregate of 72,368,457 shares of its common stock, having an aggregate fair value of $370,755, upon the conversion of convertible notes with a principal amount of $92,964 and accrued interest of $128, which resulted in the elimination of $278,545 of derivative liabilities and an aggregate net gain on conversion of convertible notes of $882. Accordingly, common stock was increased by the par value of the common shares issued of $72,369 and additional paid in capital was increased by $298,386. As of December 31, 2020 and 2019, there were 493,726,405 and 384,266,948 shares, respectively, of common stock issued and outstanding. |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants [Abstract] | ||
WARRANTS | NOTE 13 – WARRANTS From January 7 to March 23, 2021, the Company issued 4.82388 shares of Series Y preferred stock, having a stated value of $96,478, in exchange for convertible notes payable of $38,500, accrued interest of $77,205, and 131,249,975 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $2,502,223, a reduction of derivative liabilities related to the warrants of $1,396,283, and a net gain on settlement of $3,917,734 (See Note 9). On June 4, 2021, an investor owning 1,485,000 shares of the Company’s common stock and warrants to purchase 971,562,497 common shares at $0.0004 per share entered into an agreement to cancel the aforementioned common shares and warrants in exchange for a cash payment of $11,000 by the Company. The cancelation agreement resulted in a reduction in common stock of $1,485 for the par value of the common shares, a reduction in additional paid-in capital of $9,515, and a reduction in the derivative liability of $74,134,327 and a gain on settlement of debt of $74,134,327 (See Note 12). On June 4, 2021, an investor owning warrants to purchase 1,250,000,002 common shares at $0.0004 per share entered into an agreement to cancel the aforementioned common shares and warrants in exchange for a cash payment of $15,000 by the Company. Accordingly, the cancelation agreement resulted in a reduction in the derivative liability of $95,380,286 and a gain on settlement of $95,365,286. On September 30, 2021, an investor owning warrants to purchase 156,250,079 common shares at $0.0004 per share entered into an agreement to cancel the aforementioned in exchange for: (i) a cash payment of $1,000,000 received directly from the Chief Executive Officer; and (ii) 250 Series Z Preferred Shares having a fair value of $6,530,867. The settlement resulted in a reduction in the derivative liability of $5,750,067, offset by a reduction in cash of $1,000,000, an increase in additional paid-in capital of $6,530,867 and a loss on settlement of debt of $1,780,800. A summary of the Company’s warrant activity during the nine months ended September 30, 2021, is presented below: Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2020 2,521,077,555 $ 0.00109 2.04 $ 14,804,944 Grants - - Exercised - - Expired/Canceled (2,509,502,555 ) $ 0.0005 Outstanding at September 30, 2021 11,575,000 $ 0.12927 1.17 $ 9,200 Exercisable at September 30, 2021 11,575,000 $ 0.12927 1.17 $ 9,200 Exercise Price Warrants Weighted Avg. Warrants $0.0004 – 0.20 11,450,000 1.17 11,450,000 0.40 125,000 1.25 125,000 11,575,000 1.17 11,575,000 The aggregate intrinsic value of outstanding stock warrants was $9,200, based on warrants with an exercise price less than the Company’s stock price of $0.0372 as of September 30, 2021, which would have been received by the warrant holders had those holders exercised the warrants as of that date. | NOTE 15 – WARRANTS During the year ended December 31, 2019, the Company received $172,950 from cash exercises of warrants to purchase 1,555,160 shares of common stock. During the same period, the Company issued 3,997,661 shares of common stock upon the cashless exercise of warrants to purchase 12,686,249 shares of common stock. On July 2, 2019 and July 11, 2019, the Company entered into exchange agreements with certain stockholders pursuant to which it exchanged warrants issued in July 2018 to purchase an aggregate of 26,000,000 shares of the Company’s common stock for an aggregate of 6,000 shares of Series A Preferred Stock. During the year ended December 31, 2019, the Company issued 568,118,340 warrants to purchase shares of common stock at $0.075 per share pursuant to the Series B Preferred Stock offering. During the year ended December 31, 2019, as a result of the Company’s Series B Preferred Stock offering, the ratchet provisions in certain warrants were triggered, causing the exercise price to be reset to $0.00224 per share. Accordingly, warrants to purchase 600,551,672 shares of common stock were repriced to a $0.00224 per share exercise price as of December 31, 2019. In addition, warrants to purchase an additional 2,729,734,691 shares of common stock at $0.00224 per share were issued as a result of this ratchet provision. During the year ended December 31, 2019, the Company recorded $28,933,472 in deemed dividends as a result of the triggering of price protection provisions in certain outstanding warrants. Accordingly, additional paid in capital was increased by $28,933,472 with a corresponding decrease in the accumulated deficit. From December 23 to December 30, 2020, the Company issued 654.78 shares of Series Y Preferred Stock, having a stated value of $13,095,636, in exchange for convertible notes payable of $5,775,767 (net of debt discount of $133,608), accrued interest of $3,625,237, and 14,764,624,721 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $92,934,419, a reduction of derivative liabilities related to the warrants of $72,892,563, and a net gain on settlement of $162,132,350. During the year ended December 31, 2020, the Company recorded $95,838,488 in deemed dividends as a result of the triggering of price protection provisions in certain outstanding warrants. Accordingly, additional paid in capital was increased by $95,838,488 with a corresponding decrease in the accumulated deficit. A summary of the warrant activity for the years ended December 31, 2020 and 2019 is as follows: Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2018 74,910,002 $ 0.14 3.89 $ - Granted 3,321,040,292 $ 0.00064 Exercised (15,367,659 ) $ 0.06 Canceled/Exchanged (38,206,270 ) $ 0.12 Outstanding at December 31, 2019 3,342,376,365 $ 0.00265 2.96 $ 8,791,956 Granted 13,943,650,911 $ 0.00040 Exercised - Canceled/Exchanged (14,764,949,721 ) $ 0.00042 Outstanding at December 31, 2020 2,521,077,555 $ 0.00109 2.04 $ 14,804,944 Exercisable at December 31, 2020 2,521,077,555 $ 0.00109 2.04 $ 14,804,944 Exercise Price Warrants Weighted Avg. Warrants $0.0001 – 0.25 2,520,512,553 2.04 2,520,512,553 0.26 – 0.50 465,002 0.68 465,002 0.51 – 0.75 - - - 0.76 – 1.00 100,000 0.04 100,000 2,521,077,555 2.04 2,521,077,555 The aggregate intrinsic value of outstanding stock warrants was $14,804,944, based on warrants with an exercise price less than the Company’s stock price of $0.0063 as of December 31, 2020 which would have been received by the warrant holders had those holders exercised the warrants as of that date. |
Stock Options
Stock Options | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
STOCK OPTIONS | NOTE 14 – STOCK OPTIONS Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan” and together with the 2014 Plan, 2015 Plan, 2016 Plan, the “Prior Plans”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), and our 2021 Equity Incentive Plan in September 2021 (“2021 Plan” , and together with the Prior Plans, the “Plans”). The Prior Plans are identical, except for the number of shares reserved for issuance under each. As of September 30, 2021, the Company had granted an aggregate of 64,310,000 securities under the Plans since inception, with 50,190,000 shares available for future issuances. The Company has made no grants under the plans thus far in 2021. The Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Prior Plans. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options. A summary of the Company’s stock option activity during the nine months ended September 30, 2021, is presented below: Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2020 27,621,765 $ 0.49 6.59 $ - Grants - Exercised - Expired/Canceled - Outstanding at September 30, 2021 27,621,765 $ 0.49 5.74 $ - Exercisable at September 30, 2021 27,621,765 $ 0.49 5.74 $ - Exercise Price Number of Remaining Life Number of Options $0.01 – 0.25 13,306,786 6.51 13,306,786 0.26 – 0.50 1,939,631 5.51 1,939,631 0.51 – 0.75 1,820,112 4.93 1,820,112 0.76 – 1.00 9,926,072 4.96 9,926,072 1.01 – 2.00 629,164 4.85 629,164 27,621,765 5.74 27,621,765 The aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s stock price of $0.0372 as of September 30, 2021, which would have been received by the option holders had those option holders exercised their options as of that date. | NOTE 16 – STOCK OPTIONS Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan (the “2016 Plan”) in October 2016, our 2017 Equity Incentive Plan in December 2016 (the “2017 Plan” and together with the 2014 Plan, 2015 Plan, the 2016 Plan, the “Prior Plans”) and our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan,” and together with the Prior Plans, the “Plans”). The Prior Plans are identical, except for number of shares reserved for issuance under each. As of December 31, 2020, the Company had granted an aggregate of 64,310,000 securities under the Plans, with 190,000 shares available for future issuances. The Plans provide for the grant of incentive stock options to our employees and our parent and subsidiary corporations’ employees, and for the grant of non-statutory stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Prior Plans. The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term and expected dividend yield rate over the expected option term. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. During the year ended December 31, 2019, the Company granted ten-year options outside of our Plans to purchase up to 250,000 shares of the Company’s common stock for advisory services. The fair value of $14,000, was determined using the Black-Scholes option pricing model, assuming approximately 2.43% risk-free interest, 0% dividend yield, 114% volatility, and expected life of ten years and will be charged to operations over the vesting terms of the options. A summary of the Company’s stock option activity during the year ended December 31, 2019, is presented below: Exercise Number of Vesting Terms $ 0.075 250,000 Immediately There were no options issued during the year ended December 31, 2020. A summary of the stock option activity for the years ended December 31, 2020 and 2019 is as follows: Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2018 27,371,765 $ 0.50 8.42 $ - Granted 250,000 $ 0.075 Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2019 27,621,765 $ 0.49 7.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2020 27,621,765 $ 0.49 6.49 $ - Exercisable at December 31, 2020 27,621,765 $ 0.49 6.49 $ - Exercise Price Number of Remaining Life Number of Options $0.01 – 0.25 13,306,786 7.26 13,306,786 0.26 - 0.50 1,939,631 6.26 1,939,631 0.51 – 0.75 1,820,112 5.68 1,820,112 0.76 - 1.00 9,926,072 5.70 9,926,072 1.01 - 2.00 629,164 5.60 629,164 27,621,765 27,621,765 The aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s stock price of $0.0063 as of December 31, 2020, which would have been received by the option holders had those option holders exercised their options as of that date. The fair value of all options that were vested as of the year ended December 31, 2020 and 2019 was $0 and $14,000, respectively. Unrecognized compensation expense of $0 as of December 31, 2020 will be expensed in future periods. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 17 – INCOME TAXES The Tax Cuts and Jobs Acts (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 35% to 21%. ASC 740, “Income Taxes,” requires that effects of changes in tax rates to be recognized in the period enacted. Recognizing the late enactment of the Act and complexity of accurately accounting for its impact, the Securities and Exchange Commission in Staff Accounting Bulletin 118 provides guidance that allows registrants to provide a reasonable estimate of the Act in their financial statements and adjust the reported impact in a measurement period not to exceed one year. At December 31, 2020, the Company has available for income tax purposes of approximately $69,757,321 in federal and $56,394,019 in Colorado state net operating loss carry forward. which begin expiring in the year 2033, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to possible significant changes in the Company’s ownership, the future use of its existing net operating losses may be limited. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. During the year ended December 31, 2020, the Company has increased the valuation allowance from $17,520,829 to $18,379,120. The Company has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax position that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain. Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), provide for annual limitations on the utilization of net operating loss and credit carryforwards if the Company were to undergo an ownership change, as defined in Section 382 of the Code. In general, an ownership change occurs whenever the percentage of the shares of a corporation owned, directly or indirectly, by 5-percent shareholders, as defined in Section 382 of the Code, increases by more than 50 percentage points over the lowest percentage of the shares of such corporation owned, directly or indirectly, by such 5-percent shareholders at any time over the preceding three years. In the event such ownership change occurs, the annual limitation may result in the expiration of the net operating losses prior to full utilization. The Company is required to file income tax returns in the U.S. Federal jurisdiction and in California and Colorado. The Company is no longer subject to income tax examinations by tax authorities for tax years ending before December 31, 2015. The Company’s deferred taxes as of December 31, 2020 and 2019 consist of the following: 2020 2019 Deferred Tax Assets/(Liability) Detail Stock Compensation $ 52,313 $ - Amortization 156,072 - Depreciation 1,180 - Interest 1,213,854 - Change in Fair Market Value of Derivative Liabilities 279,582 - NOL DTA 16,676,120 17,520,826 Valuation allowance (18,379,120 ) (17,520,826 ) Total gross deferred tax assets - - The Company follows ASC 740-10 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. 2020 2019 Expected tax at statutory rates 21.00 % 21.00 % Nondeductible Expenses (11.72 )% (11.00 )% State Income Tax, Net of Federal benefit 1.59 % 5.00 % Current Year Change in Valuation Allowance (5.83 )% (15.00 )% Prior Deferred True-Ups (5.03 )% - |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2021 and 2020, the Company received aggregate advances of $2,091 and $0 and repaid an aggregate of $5,278 and $0, respectively, to the Company’s Chief Information Officer and a $25,000 settlement payment was made by Empire Services, Inc. on behalf of the Company. The advances are non-interest bearing and due on demand. As of September 30, 2021 and December 31, 2020, the Company owed $0 and $3,187, respectively, in advances to the Company’s Chief Information Officer and $25,000 and $0, respectively, in advances to Empire Services, Inc. (See Note 6). During the nine months ended September 30, 2021 and 2020, the Company received aggregate proceeds of $357,053 and $20,520, respectively, and repaid $0 from the issuance of non-convertible notes to the Company’s Chief Executive Officer and Empires Services, Inc. In addition, Empire Services, Inc. paid the following on behalf of the Company: (i) the $1,000,000 settlement payment to Iroquois; and (ii) $158,371 of operating expenses to vendors. The non-convertible notes bear interest from 15% to 20% and have maturity dates ranging from December 31, 2020 through October 15, 2021. For those notes in default, the interest rate increases to 35% per annum from the date of default. As of September 30, 2021 and December 31, 2020, the Company owed $1,535,944 and $0, respectively, in non-convertible notes payable to the Company’s Chief Executive Officer and Empire Services, Inc. (See Note 6). On September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer whereby the Company received $1,000,000 in exchange for the issuance of: (i) a $1,000,000 note payable; and (ii) 250 Series Z Preferred Shares having a fair value of $6,530,867 (See Note 15). The note bears interest of 8% per annum and is due within three days of the Company’s next closing of equity financing of $3,000,000 or more. The proceeds received were allocated to the debt and equity on a relative fair value basis. Accordingly, debt discount of $867,213 was recognized with a corresponding increase in additional paid-in capital. Since the due date is contingent upon a future event, the entire debt discount was amortized to interest expense immediately (See Note 12). | NOTE 18 – RELATED PARTY TRANSACTIONS On October 1, 2019, Isaac Dietrich, the Company’s Chief Executive Officer, forfeited warrants received on July 21, 2017. On October 21, 2019, the Company issued 1,000 shares of Series C Preferred Stock, having an aggregate fair value of $10,000, to Isaac Dietrich in recognition of his service to the Company. During the year ended December 31, 2020, the Company received aggregate advances of $3,696 and repaid an aggregate of $509 to the Company’s Chief Executive Officer. The advances are non-interest bearing and due on demand. As of December 31, 2020, the Company owed $3,187 in advances to the Company’s Chief Executive Officer (See Note 8). On December 15, 2020, the Company entered into a settlement agreement (the “Settlement Agreement”) with JDE Development, LLC (“JDE”), a Florida limited liability company wholly-owned and managed by Jesus Quintero, the Company’s former Chief Financial Officer, in connection with the outstanding sum of $89,143 due to JDE for the services of Jesus Quintero as the Chief Financial Officer of the Company pursuant to that certain CFO Services Agreement entered into as of April 1, 2018, by and between the Company and Jesus Quintero. Pursuant to the Settlement Agreement, the Company agreed to pay JDE $25,000 (the “Cash Settlement”) and to enter into a convertible note with JDE in the principal amount of $64,143 (the “Note”). In addition, both parties agreed, on behalf of themselves, their past and present shareholders, members, directors, employees, managers, parents, affiliates, subsidiaries, principals, officers, related entities, assigns and successors, to irrevocably and fully release each other, and their respective past and present shareholders, members, directors, employees, managers, parents, affiliates, subsidiaries, principals, officers, related entities, assigns and successors, from any and all claims and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever at law or in equity, upon or by reason of any matter, cause or thing of any nature whatsoever, including but not limited to claims related to sums payable by the Company to JDE. In accordance with the Settlement Agreement, (i) on December 23, 2020, the Company paid JDE the Cash Settlement, and (ii) on December 15, 2020, the Company entered into the Note with JDE for a principal amount of $64,143. The Note had a maturity date of June 15, 2021 and accrued interest at a rate of 12% per annum. The holder has the right to convert the Outstanding Balance of the Note at any time into shares of common stock of the Company at a conversion price of $0.0003 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. As a result of the beneficial conversion feature of the Note, debt discount of $64,143 was recognized with a corresponding increase in additional paid-in capital. On December 24, 2020, the holder converted $64,143 of principal into 3.20716 shares of Series Y preferred shares having a stated value of $64,143, resulting in a reduction in debt discount by $60,971 and a loss on settlement of $60,971. As of December 31, 2020, the remaining carrying value of the Note was $0, net of debt discount of $0. As of December 31, 2020, accrued interest payable of $0 was outstanding on the Note (See Note 12). |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date but before the unaudited condensed consolidated financial statements are issued. On September 30, 2021, Greenwave Technology Solutions, Inc. entered into definitive agreements to acquire Empire Services, Inc. for consideration of (i) 495,000,000 shares of Common Stock, (ii) within 3 business days of the closing of the Company’s next capital raise, repayment of a $1 million advance made to purchase Empire’s Virginia Beach location and (iii) a promissory note in the principal amount of $3.7 million with a maturity date of September 30, 2023. The acquisition was effective October 1, 2021 upon the effectiveness of a Certificate of Merger in Virginia. | NOTE 19 – SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. On January 21, 2021, MassRoots issued 4,448,251 shares of common stock for the settlement of $13,345 in convertible debt and accrued interest. From February 16 to March 16, 2021, MassRoots received proceeds of $200,000 for the sale of 10 shares of Series X Preferred Stock. From January 7 to March 25, 2021, MassRoots exchanged $35,000 in convertible debt, $60,444 in accrued interest, and warrants to purchase 131,249,975 shares of common stock at $0.0004/share 4.82388 On March 17, 2021, MassRoots issued 27.78633 shares of Series Y Preferred Stock that were recorded as to be issued as of December 31, 2020. |
Restatement
Restatement | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT | NOTE 2 – RESTATEMENT Due to a communication issue, the Company filed the Original 10-Q for the three and nine months ended September 30, 2021 prior to the completion of the required pre-issuance review by its independent accountant. Accordingly, the Company is restating herein its previously issued condensed consolidated financial statements and the related disclosures for the three and nine months ended September 30, 2021 (the “Restated Period”) following the completion of a pre-issuance review by its independent accountant. The financial statement misstatements reflected in previously issued condensed consolidated interim financial statements have been changed as follows: Accounts payable and accrued expenses increased by $12,200 with a corresponding decrease in Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of commons shares in exchange for Series Y and Series Z preferred shares and cash. Debt discount recognized upon the issuance of 250 Series Z shares to the Chief Executive Officer increased by $479,951 with a corresponding increase in Additional paid-in capital. Amortization of debt discount to Interest expense was increased by $479,951 with a corresponding reduction of Debt discount on non-convertible notes payable. Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of commons shares in exchange for Series Y and Series Z preferred shares and cash was decreased by $5,898,848 with a corresponding increase in Additional paid-in capital. For Non-convertible notes payable, $493 was reclassified from long-term to current liabilities. The statement of cashflows for the nine months ended September 30, 2021 was revised to reflect non-cash transactions including: (i) expenses paid directly by creditors on behalf of the Company; (ii) a settlement paid directly by the Chief Executive Officer on behalf of the Company; and (iii) a settlement payment made directly by the Chief Executive Officer on behalf of the Company. Accordingly, the following notes to the financial statements have been restated to reflect the corrections of misstatements discussed above as well as to add disclosure language as appropriate: Note 3 – Going Concern and Management’s Liquidity Plans Note 4 – Summary of Significant Accounting Policies Note 6 – Advances, Non-Convertible Notes Payable and PPP Note Payable Note 7 – Accounts Payable and Accrued Expenses Note 9 – Commitments and Contingencies Note 12 – Stockholders’ Deficit Note 13 - Warrants Note 15 – Related Party Transactions Note 16 – Subsequent Events Comparison of restated financial statements to financial statements as previously reported The following tables compare the Company’s previously issued condensed Consolidated Balance Sheets, condensed Consolidated Statements of Operations, and condensed Consolidated Statements of Cashflows as of and for the fiscal periods ended September 30, 2021 to the corresponding restated condensed consolidated interim financial statements for those respective periods. Restated condensed consolidated balance sheet as of September 30, 2021 and statements of operations and statements of cashflows for the fiscal periods ended September 30, 2021 are as follows: September 30, Restatement September 30, 2021 Adjustment 2021 (As Reported) (As Restated) ASSETS Current assets: Cash $ 1,082 $ - $ 1,082 Prepaid expenses - - - Total current assets 1,082 - 1,082 Total assets $ 1,082 $ - $ 1,082 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued expenses $ 4,218,421 $ 24,400 $ 4,242,821 Accrued payroll and related expenses 4,037,298 - 4,037,298 Deferred revenue 25,000 - 25,000 Advances 122,000 - 122,000 Non-convertible notes payable, current portion, net of debt discount of $15,862 and $0, respectively 1,759,589 493 1,760,082 Derivative liabilities 4,289,634 - 4,289,634 Convertible notes payable 3,063,970 - 3,063,970 Total current liabilities 17,515,912 24,893 17,540,805 Non-convertible notes payable, net of debt discount of $1,636 and $0, respectively 128,857 (493 ) 128,364 PPP note payable - - - Total liabilities 17,644,769 24,400 17,669,169 Commitments and contingencies (See Note 9) Stockholders' deficit: Preferred stock - 10,000,000 shares authorized: Preferred stock - Series X, $0.0001 par value, $20,000 stated value, 100 shares authorized; 26.05 and 16.05 shares issued and outstanding, respectively - - - Preferred stock - Series Y, $0.001 par value, $20,000 stated value, 1,000 shares authorized; 720.515674 and 654.781794 shares issued; 720.515674 and 626.995464 shares outstanding, and 0 and 27.78633 to be issued, respectively 1 - 1 Preferred stock - Series Z, $0.001 par value, $20,000 stated value, 500 shares authorized; 500 and 0 shares issued; 0 and 0 shares outstanding, and 500 and 0 to be issued, respectively 1 - 1 Preferred stock - Series C, $0.001 par value, 1,000 shares authorized; 1,000 shares issued and outstanding 1 - 1 Preferred stock - Series A, $0.001 par value, 6,000 shares authorized; 0 shares issued and outstanding - - - Preferred stock - Series B, $0.001 par value, 2,000 shares authorized; 0 shares issued and outstanding - - - Common stock, $0.001par value, 1,200,000,000 shares authorized; 499,871,337 and 493,726,405 shares issued and outstanding, respectively 499,871 - 499,871 Common stock to be issued, 906,373,564 and 907,379,814 shares, respectively 906,374 - 906,374 Additional paid in capital 299,667,352 6,378,799 306,046,151 Discount on preferred stock - - - Accumulated deficit (318,717,287 ) (6,403,199 ) (325,120,486 ) Total stockholders' deficit (17,643,687 ) (24,400 ) (17,668,087 ) Total liabilities and stockholders' deficit $ 1,082 $ - $ 1,082 Three Months Restatement Three Months (As Reported) (As Restated) Revenues $ 54 $ - $ 54 Operating Expenses: Cost of revenues - - - Advertising (4,578 ) - (4,578 ) Payroll and related expense 66,693 - 66,693 Other general and administrative expenses 333,197 - 333,197 Total Operating Expenses 395,312 - 395,312 Loss From Operations (395,258 ) - (395,258 ) Other Income (Expense): Interest expense (699,254 ) (479,951 ) (1,179,205 ) Change in derivative liability for authorized shares shortfall 2,641,481 - 2,641,481 Change in fair value of derivative liabilities - - - Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash 4,332,489 (5,923,248 ) (1,590,759 ) Gain on forgiveness of debt - - - Gain (loss) on conversion of convertible notes - - - Total Other Income (Expense) 6,274,716 (6,403,199 ) (128,483 ) Net Income (Loss) Before Income Taxes 5,879,458 (6,403,199 ) (523,741 ) Provision for Income Taxes (Benefit) - - - Net Income (Loss) 5,879,458 (6,403,199 ) (523,741 ) Deemed dividend resulting from amortization of preferred stock discount - - - Deemed dividend from warrant price protection - - - Net Income (Loss) Available to Common Stockholders $ 5,879,458 $ (6,403,199 ) $ (523,741 ) Net Income (Loss) Per Common Share: Basic $ - $ - $ - Diluted $ - $ - $ - Weighted Average Common Shares Outstanding: Basic 1,406,244,901 - 1,406,244,901 Diluted 1,406,244,901 - 1,406,244,901 Nine Months Restatement Nine Months (As Reported) (As Restated) Revenues $ 1,660 $ - $ 1,660 Operating Expenses: Cost of revenues 297 - 297 Advertising 18,125 - 18,125 Payroll and related expense 225,603 - 225,603 Other general and administrative expenses 953,927 - 953,927 Total Operating Expenses 1,197,952 - 1,197,952 Loss From Operations (1,196,292 ) - (1,196,292 ) Other Income (Expense): Interest expense (1,667,413 ) (492,151 ) (2,159,564 ) Change in derivative liability for authorized shares shortfall (159,633,797 ) - (159,633,797 ) Change in fair value of derivative liabilities 300,885 - 300,885 Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash 179,272,324 (5,911,048 ) 173,361,276 Gain on forgiveness of debt 192,521 - 192,521 Gain (loss) on conversion of convertible notes (880 ) - (880 ) Total Other Income (Expense) 18,463,640 (6,403,199 ) 12,060,441 Net Income (Loss) Before Income Taxes 17,267,348 (6,403,199 ) 10,864,149 Provision for Income Taxes (Benefit) - - - Net Income (Loss) 17,267,348 (6,403,199 ) 10,864,149 Deemed dividend resulting from amortization of preferred stock discount (34,798,923 ) - (34,798,923 ) Deemed dividend from warrant price protection - - - Net Income (Loss) Available to Common Stockholders $ (17,531,575 ) $ (6,403,199 ) $ (23,934,774 ) Net Income (Loss) Per Common Share: Basic $ (0.01 ) $ (0.01 ) $ (0.02 ) Diluted $ (0.01 ) $ (0.01 ) $ (0.02 ) Weighted Average Common Shares Outstanding: Basic 1,405,511,082 - 1,405,511,082 Diluted 1,405,511,082 - 1,405,511,082 Nine Months Restatement Nine Months (As Reported) (As Restated) Cash flows from operating activities: Net income (loss) $ 17,267,348 $ (6,403,199 ) $ 10,864,149 Adjustments to reconcile net income (loss) to net cash used in operating activities: Change in fair value of derivative liabilities (300,885 ) - (300,885 ) Change in derivative liability for authorized shares shortfall 159,633,797 - 159,633,797 Interest and amortization of debt discount 1,665,813 492,151 2,157,964 (Gain) loss on conversion of convertible notes payable 880 - 880 Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash (179,272,324 ) 5,911,048 (173,361,276 ) Gain on forgiveness of debt (192,521 ) - (192,521 ) Share-based compensation 166,855 - 166,855 Expenses paid directly by non-convertible note holder on behalf of company - 158,371 158,371 Changes in operating assets and liabilities: Prepaid expenses 97,132 - 97,132 Accounts payable and accrued expenses 187,022 - 187,022 Accrued payroll and related expenses 173,243 - 173,243 Deferred revenue 25,000 - 25,000 Net cash used in operating activities (548,640 ) 158,371 (390,269 ) Cash flows from financing activities: Bank overdrafts - - - Proceeds from sale of Series X preferred shares 200,000 - 200,000 Proceeds from issuance of convertible notes payable - - - Proceeds from issuance of non-convertible notes payable 1,515,424 (1,158,371 ) 357,053 Repayment of non-convertible notes payable (25,000 ) 25,000 - Proceeds from advances 53,991 (25,000 ) 28,991 Repayments of advances (20,178 ) - (20,178 ) Cash paid in settlement of debt and warrants (1,176,000 ) 1,000,000 (176,000 ) Net cash provided by financing activities 548,237 (158,371 ) 389,866 Net decrease in cash (403 ) - (403 ) Cash, beginning of period 1,485 - 1,485 Cash, end of period $ 1,082 $ - $ 1,082 Supplemental disclosures of cash flow information: Cash paid during period for interest $ 1,600 $ - $ 1,600 Cash paid during period for taxes $ - $ - $ - Supplemental disclosure of non-cash investing and financing activities: Amortization of discount on preferred stock $ 34,798,923 $ - $ 34,798,923 Common shares issued upon conversion of convertible notes and accrued interest $ 133,002 $ - $ 133,002 Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants $ 1,314,678 $ - $ 1,314,678 Issuance of common shares previously to be issued $ 1,006 $ - $ 1,006 Common shares contributed back to the Company and promptly retired $ - $ - $ - Deemed dividend related to warrant price protection $ - $ - $ - Derivative liability recognized as debt discount on newly issued convertible notes $ - $ - $ - Reclassify accrued interest to convertible notes payable $ 93,685 $ - $ 93,685 Reduction of derivative liabilities stemming from settlement of convertible notes payable, accrued interest and warrants in exchange for Series Y preferred shares $ 4,834,911 $ - $ 4,834,911 Reduction of derivative liabilities stemming from settlement of convertible notes payable and accrued interest and cancelation of common shares and warrants for cash $ 169,815,037 $ - $ 169,815,037 Series Z preferred shares issued as equity kicker for note payable $ 387,262 $ 479,951 $ 867,213 Series Z preferred shares issued as part of settlement agreement $ 632,020 $ 5,898,848 $ 6,530,868 Expenses paid directly by non-convertible note holder on behalf of company $ - $ 158,371 $ 158,371 Settlement paid directly by CEO on behalf of company $ - $ 1,000,000 $ 1,000,000 Settlement payment made directly by CEO on behalf of company $ - $ 25,000 $ 25,000 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of MassRoots, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include stock-based compensation, fair values relating to derivative liabilities, fair value of payroll tax liabilities, deemed dividends and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include stock-based compensation, fair values relating to derivative liabilities, fair value of payroll tax liabilities, deemed dividends and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Emerging Growth Company | Emerging Growth Company We are an “emerging growth company” under the JOBS Act. For as long as we are an “emerging growth company,” we are not required to: (i) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. However, we have elected to “opt out” of the extended transition period discussed in (i) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. | Fair Value of Financial Instruments The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Cash | Cash For purposes of the unaudited condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of September 30, 2021 and December 31, 2020, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At September 30, 2021 and December 31, 2020, the uninsured balances amounted to $0. | Cash For purposes of the consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2020 and 2019, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At December 31, 2020 and 2019, the uninsured balances amounted to $0. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts, and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. | Accounts Receivable and Allowance for Doubtful Accounts The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts, and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of three to five years. Repair and maintenance costs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. | Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of three to five years. Repair and maintenance costs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue Revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). ASC 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments. In accordance with ASC 606, the Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. The Company primarily generates revenue by charging businesses to advertise on the Company’s website and social media channels. In cases where clients enter advertising contracts for an extended period of time, the Company recognizes revenue pro rata over the contract term and any unearned revenue is deferred to future periods. Based on the nature of the Company’s revenue streams, revenues generally do not require significant estimates or judgments. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. Deferred revenue represents the amount of prepaid advertising fees the Company has received from customers and it is included in current liabilities in the accompanying condensed consolidated balance sheets. Deferred revenue shall be recognized in the future as the advertising services are provided. | Revenue Recognition The Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. The Company primarily generates revenue by charging businesses to advertise on the Company’s website and social media channels. In cases where clients enter advertising contracts for an extended period of time, the Company only recognizes revenue for services provided during that quarter and defers the remaining unearned revenue to future periods. |
Advertising | Advertising The Company charges the costs of advertising to expense as incurred. For co-marketing campaigns in which the Company advertises with a partner, the Company records payment for the co-marketing campaign as a credit to advertising costs. Advertising costs were $18,125 and $43,020 for the nine months ended September 30, 2021 and 2020, respectively. | Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $58,961 and $29,764 for the year ended December 31, 2020 and 2019, respectively. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. | Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. |
Income Taxes | Income Taxes The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. | Income Taxes The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. |
Convertible Instruments | Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.” When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments 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 to their stated date of redemption using the effective interest method. | Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.” When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments 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 to their stated date of redemption using the effective interest method. |
Beneficial Conversion Features and Deemed Dividends | Beneficial Conversion Features and Deemed Dividends The Company records a beneficial conversion feature for preferred stock when, on the date of issuance, the conversion rate is less than the Company’s stock price. The Company also records, when necessary, a contingent beneficial conversion resulting from price protection of the conversion price of preferred stock, based on the change in the intrinsic value of the conversion options embedded in such preferred stock. The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of shares of common stock, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of September 30, 2021 and December 31, 2020 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company is required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock. | Derivative Financial Instruments The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of December 31, 2020 and 2019 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock. |
Long-Lived Assets | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of three to five years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of three to five years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. |
Indefinite Lived Intangibles and Goodwill | Indefinite Lived Intangibles and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. | Indefinite Lived Intangibles and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business. | Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of diluted earnings (loss) per share excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, September 30, 2021 2020 Shares of common stock issuable upon conversion of convertible notes 226,347,786 - Options to purchase shares of common stock 27,621,765 27,621,765 Warrants to purchase shares of common stock 11,575,000 12,015,002 Shares of common stock issuable upon conversion of preferred stock 7,817,778,624 1,000,000 Total potentially dilutive shares 8,083,323,175 40,636,767 | Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the year ended December 31, 2020 and 2019 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: December 31, December 31, 2020 2019 Common shares issuable upon conversion of convertible notes 2,562,481,459 3,697,833,022 Options to purchase common shares 27,621,765 27,621,765 Warrants to purchase common shares 2,521,077,555 3,342,376,365 Common shares issuable upon conversion of preferred stock 6,709,317,940 - Total potentially dilutive shares 11,820,498,719 7,067,831,152 |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior years’ data to conform to the current year presentation. These reclassifications had no effect on reported income (losses). | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its unaudited condensed consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 became effective for us on January 1, 2020. The adoption of this update did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 became effective for us on January 1, 2020. The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | |
Beneficial Conversion Features and Deemed Dividends | Beneficial Conversion Features and Deemed Dividends The Company records a beneficial conversion feature for preferred stock when, on the date of issuance, the conversion rate is less than the Company’s stock price. The Company also records, when necessary, a contingent beneficial conversion resulting from price protection of the conversion price of preferred stock, based on the change in the intrinsic value of the conversion options embedded in such preferred stock. The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the shares of common stock issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of potentially dilutive securities excluded from the computation of basic and diluted net loss per share | September 30, September 30, 2021 2020 Shares of common stock issuable upon conversion of convertible notes 226,347,786 - Options to purchase shares of common stock 27,621,765 27,621,765 Warrants to purchase shares of common stock 11,575,000 12,015,002 Shares of common stock issuable upon conversion of preferred stock 7,817,778,624 1,000,000 Total potentially dilutive shares 8,083,323,175 40,636,767 | December 31, December 31, 2020 2019 Common shares issuable upon conversion of convertible notes 2,562,481,459 3,697,833,022 Options to purchase common shares 27,621,765 27,621,765 Warrants to purchase common shares 2,521,077,555 3,342,376,365 Common shares issuable upon conversion of preferred stock 6,709,317,940 - Total potentially dilutive shares 11,820,498,719 7,067,831,152 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment | September 30, December 31, Computers $ 6,366 $ 6,366 Office equipment 17,621 17,621 Subtotal 23,987 23,987 Less accumulated depreciation (23,987 ) (23,987 ) Property and equipment, net $ - $ - | December 31, December 31, Computers $ 6,366 $ 6,366 Office equipment 17,621 17,621 Subtotal 23,987 23,987 Less accumulated depreciation (23,987 ) (23,987 ) Property and equipment, net $ - $ - |
Derivative Liabilities and Fa_2
Derivative Liabilities and Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Liabilities And Fair Value Measurements [Abstract] | ||
Schedule of fair value on a recurring basis in the accompanying financial statements | September 30, Quoted Prices Significant Significant Derivative liabilities $ 4,289,634 $ - $ - $ 4,289,634 December 31, Quoted Prices Significant Significant Derivative liabilities $ 25,475,514 $ - $ - $ 25,475,514 | December 31, Quoted Prices Significant Significant Derivative liability $ 25,475,514 $ - $ - $ 25,475,514 December 31, Quoted Prices Significant Significant Derivative liability $ 20,236,870 $ - $ - $ 20,236,870 |
Schedule of changes in fair value of the company's level 3 financial liabilities | Balance, December 31, 2020 $ 25,475,514 Transfers out due to conversions of convertible notes, accrued interest and warrants into shares of Series Y preferred stock (4,834,911 ) Transfers out due to conversions of convertible notes and accrued interest into shares of common stock (118,778 ) Transfers out due to cash payments made pursuant to settlement agreements (175,565,103 ) Change in derivative liability due to authorized shares shortfall 159,633,797 Mark to market to September 30, 2021 (300,885 ) Balance, September 30, 2021 $ 4,289,634 Gain on change in derivative liabilities for the nine months ended September 30, 2021 $ 300,885 | Balance, December 31, 2018 $ - Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions 686,059 Transfers out due to conversions of convertible notes and accrued interest into common shares (56,142 ) Derivative liability due to authorized shares shortfall 18,921,538 Mark to market to December 31, 2019 685,415 Balance, December 31, 2019 $ 20,236,870 Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions 573,230 Transfers out due to conversions of convertible notes and accrued interest into common shares (278,545 ) Transfers out due to conversions of convertible notes, accrued interest and warrants into Series Y preferred shares (165,826,982 ) Derivative liability due to authorized shares shortfall 170,319,590 Mark to market to December 31, 2020 451,351 Balance, December 31, 2020 $ 25,475,514 Loss on change in derivative liabilities for the year ended December 31, 2020 $ (451,351 ) |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants [Abstract] | ||
Schedule of warrant activity | Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2020 2,521,077,555 $ 0.00109 2.04 $ 14,804,944 Grants - - Exercised - - Expired/Canceled (2,509,502,555 ) $ 0.0005 Outstanding at September 30, 2021 11,575,000 $ 0.12927 1.17 $ 9,200 Exercisable at September 30, 2021 11,575,000 $ 0.12927 1.17 $ 9,200 | Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2018 74,910,002 $ 0.14 3.89 $ - Granted 3,321,040,292 $ 0.00064 Exercised (15,367,659 ) $ 0.06 Canceled/Exchanged (38,206,270 ) $ 0.12 Outstanding at December 31, 2019 3,342,376,365 $ 0.00265 2.96 $ 8,791,956 Granted 13,943,650,911 $ 0.00040 Exercised - Canceled/Exchanged (14,764,949,721 ) $ 0.00042 Outstanding at December 31, 2020 2,521,077,555 $ 0.00109 2.04 $ 14,804,944 Exercisable at December 31, 2020 2,521,077,555 $ 0.00109 2.04 $ 14,804,944 |
Schedule of warrants outstanding and exercisable | Exercise Price Warrants Weighted Avg. Warrants $0.0004 – 0.20 11,450,000 1.17 11,450,000 0.40 125,000 1.25 125,000 11,575,000 1.17 11,575,000 | Exercise Price Warrants Weighted Avg. Warrants $0.0001 – 0.25 2,520,512,553 2.04 2,520,512,553 0.26 – 0.50 465,002 0.68 465,002 0.51 – 0.75 - - - 0.76 – 1.00 100,000 0.04 100,000 2,521,077,555 2.04 2,521,077,555 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of terms of issuances | Exercise Number of Vesting Terms $ 0.075 250,000 Immediately | |
Schedule of stock option activity | Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2020 27,621,765 $ 0.49 6.59 $ - Grants - Exercised - Expired/Canceled - Outstanding at September 30, 2021 27,621,765 $ 0.49 5.74 $ - Exercisable at September 30, 2021 27,621,765 $ 0.49 5.74 $ - | Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2018 27,371,765 $ 0.50 8.42 $ - Granted 250,000 $ 0.075 Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2019 27,621,765 $ 0.49 7.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2020 27,621,765 $ 0.49 6.49 $ - Exercisable at December 31, 2020 27,621,765 $ 0.49 6.49 $ - |
Schedule of stock options outstanding and exercisable | Exercise Price Number of Remaining Life Number of Options $0.01 – 0.25 13,306,786 6.51 13,306,786 0.26 – 0.50 1,939,631 5.51 1,939,631 0.51 – 0.75 1,820,112 4.93 1,820,112 0.76 – 1.00 9,926,072 4.96 9,926,072 1.01 – 2.00 629,164 4.85 629,164 27,621,765 5.74 27,621,765 | Exercise Price Number of Remaining Life Number of Options $0.01 – 0.25 13,306,786 7.26 13,306,786 0.26 - 0.50 1,939,631 6.26 1,939,631 0.51 – 0.75 1,820,112 5.68 1,820,112 0.76 - 1.00 9,926,072 5.70 9,926,072 1.01 - 2.00 629,164 5.60 629,164 27,621,765 27,621,765 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred taxes | 2020 2019 Deferred Tax Assets/(Liability) Detail Stock Compensation $ 52,313 $ - Amortization 156,072 - Depreciation 1,180 - Interest 1,213,854 - Change in Fair Market Value of Derivative Liabilities 279,582 - NOL DTA 16,676,120 17,520,826 Valuation allowance (18,379,120 ) (17,520,826 ) Total gross deferred tax assets - - |
Schedule of deferred income taxes resulting from income and expense | 2020 2019 Expected tax at statutory rates 21.00 % 21.00 % Nondeductible Expenses (11.72 )% (11.00 )% State Income Tax, Net of Federal benefit 1.59 % 5.00 % Current Year Change in Valuation Allowance (5.83 )% (15.00 )% Prior Deferred True-Ups (5.03 )% - |
Restatement (Tables)
Restatement (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of balance sheet | September 30, Restatement September 30, 2021 Adjustment 2021 (As Reported) (As Restated) ASSETS Current assets: Cash $ 1,082 $ - $ 1,082 Prepaid expenses - - - Total current assets 1,082 - 1,082 Total assets $ 1,082 $ - $ 1,082 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued expenses $ 4,218,421 $ 24,400 $ 4,242,821 Accrued payroll and related expenses 4,037,298 - 4,037,298 Deferred revenue 25,000 - 25,000 Advances 122,000 - 122,000 Non-convertible notes payable, current portion, net of debt discount of $15,862 and $0, respectively 1,759,589 493 1,760,082 Derivative liabilities 4,289,634 - 4,289,634 Convertible notes payable 3,063,970 - 3,063,970 Total current liabilities 17,515,912 24,893 17,540,805 Non-convertible notes payable, net of debt discount of $1,636 and $0, respectively 128,857 (493 ) 128,364 PPP note payable - - - Total liabilities 17,644,769 24,400 17,669,169 Commitments and contingencies (See Note 9) Stockholders' deficit: Preferred stock - 10,000,000 shares authorized: Preferred stock - Series X, $0.0001 par value, $20,000 stated value, 100 shares authorized; 26.05 and 16.05 shares issued and outstanding, respectively - - - Preferred stock - Series Y, $0.001 par value, $20,000 stated value, 1,000 shares authorized; 720.515674 and 654.781794 shares issued; 720.515674 and 626.995464 shares outstanding, and 0 and 27.78633 to be issued, respectively 1 - 1 Preferred stock - Series Z, $0.001 par value, $20,000 stated value, 500 shares authorized; 500 and 0 shares issued; 0 and 0 shares outstanding, and 500 and 0 to be issued, respectively 1 - 1 Preferred stock - Series C, $0.001 par value, 1,000 shares authorized; 1,000 shares issued and outstanding 1 - 1 Preferred stock - Series A, $0.001 par value, 6,000 shares authorized; 0 shares issued and outstanding - - - Preferred stock - Series B, $0.001 par value, 2,000 shares authorized; 0 shares issued and outstanding - - - Common stock, $0.001par value, 1,200,000,000 shares authorized; 499,871,337 and 493,726,405 shares issued and outstanding, respectively 499,871 - 499,871 Common stock to be issued, 906,373,564 and 907,379,814 shares, respectively 906,374 - 906,374 Additional paid in capital 299,667,352 6,378,799 306,046,151 Discount on preferred stock - - - Accumulated deficit (318,717,287 ) (6,403,199 ) (325,120,486 ) Total stockholders' deficit (17,643,687 ) (24,400 ) (17,668,087 ) Total liabilities and stockholders' deficit $ 1,082 $ - $ 1,082 |
Schedule of operations | Three Months Restatement Three Months (As Reported) (As Restated) Revenues $ 54 $ - $ 54 Operating Expenses: Cost of revenues - - - Advertising (4,578 ) - (4,578 ) Payroll and related expense 66,693 - 66,693 Other general and administrative expenses 333,197 - 333,197 Total Operating Expenses 395,312 - 395,312 Loss From Operations (395,258 ) - (395,258 ) Other Income (Expense): Interest expense (699,254 ) (479,951 ) (1,179,205 ) Change in derivative liability for authorized shares shortfall 2,641,481 - 2,641,481 Change in fair value of derivative liabilities - - - Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash 4,332,489 (5,923,248 ) (1,590,759 ) Gain on forgiveness of debt - - - Gain (loss) on conversion of convertible notes - - - Total Other Income (Expense) 6,274,716 (6,403,199 ) (128,483 ) Net Income (Loss) Before Income Taxes 5,879,458 (6,403,199 ) (523,741 ) Provision for Income Taxes (Benefit) - - - Net Income (Loss) 5,879,458 (6,403,199 ) (523,741 ) Deemed dividend resulting from amortization of preferred stock discount - - - Deemed dividend from warrant price protection - - - Net Income (Loss) Available to Common Stockholders $ 5,879,458 $ (6,403,199 ) $ (523,741 ) Net Income (Loss) Per Common Share: Basic $ - $ - $ - Diluted $ - $ - $ - Weighted Average Common Shares Outstanding: Basic 1,406,244,901 - 1,406,244,901 Diluted 1,406,244,901 - 1,406,244,901 Nine Months Restatement Nine Months (As Reported) (As Restated) Revenues $ 1,660 $ - $ 1,660 Operating Expenses: Cost of revenues 297 - 297 Advertising 18,125 - 18,125 Payroll and related expense 225,603 - 225,603 Other general and administrative expenses 953,927 - 953,927 Total Operating Expenses 1,197,952 - 1,197,952 Loss From Operations (1,196,292 ) - (1,196,292 ) Other Income (Expense): Interest expense (1,667,413 ) (492,151 ) (2,159,564 ) Change in derivative liability for authorized shares shortfall (159,633,797 ) - (159,633,797 ) Change in fair value of derivative liabilities 300,885 - 300,885 Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash 179,272,324 (5,911,048 ) 173,361,276 Gain on forgiveness of debt 192,521 - 192,521 Gain (loss) on conversion of convertible notes (880 ) - (880 ) Total Other Income (Expense) 18,463,640 (6,403,199 ) 12,060,441 Net Income (Loss) Before Income Taxes 17,267,348 (6,403,199 ) 10,864,149 Provision for Income Taxes (Benefit) - - - Net Income (Loss) 17,267,348 (6,403,199 ) 10,864,149 Deemed dividend resulting from amortization of preferred stock discount (34,798,923 ) - (34,798,923 ) Deemed dividend from warrant price protection - - - Net Income (Loss) Available to Common Stockholders $ (17,531,575 ) $ (6,403,199 ) $ (23,934,774 ) Net Income (Loss) Per Common Share: Basic $ (0.01 ) $ (0.01 ) $ (0.02 ) Diluted $ (0.01 ) $ (0.01 ) $ (0.02 ) Weighted Average Common Shares Outstanding: Basic 1,405,511,082 - 1,405,511,082 Diluted 1,405,511,082 - 1,405,511,082 |
Schedule of cashflows | Nine Months Restatement Nine Months (As Reported) (As Restated) Cash flows from operating activities: Net income (loss) $ 17,267,348 $ (6,403,199 ) $ 10,864,149 Adjustments to reconcile net income (loss) to net cash used in operating activities: Change in fair value of derivative liabilities (300,885 ) - (300,885 ) Change in derivative liability for authorized shares shortfall 159,633,797 - 159,633,797 Interest and amortization of debt discount 1,665,813 492,151 2,157,964 (Gain) loss on conversion of convertible notes payable 880 - 880 Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash (179,272,324 ) 5,911,048 (173,361,276 ) Gain on forgiveness of debt (192,521 ) - (192,521 ) Share-based compensation 166,855 - 166,855 Expenses paid directly by non-convertible note holder on behalf of company - 158,371 158,371 Changes in operating assets and liabilities: Prepaid expenses 97,132 - 97,132 Accounts payable and accrued expenses 187,022 - 187,022 Accrued payroll and related expenses 173,243 - 173,243 Deferred revenue 25,000 - 25,000 Net cash used in operating activities (548,640 ) 158,371 (390,269 ) Cash flows from financing activities: Bank overdrafts - - - Proceeds from sale of Series X preferred shares 200,000 - 200,000 Proceeds from issuance of convertible notes payable - - - Proceeds from issuance of non-convertible notes payable 1,515,424 (1,158,371 ) 357,053 Repayment of non-convertible notes payable (25,000 ) 25,000 - Proceeds from advances 53,991 (25,000 ) 28,991 Repayments of advances (20,178 ) - (20,178 ) Cash paid in settlement of debt and warrants (1,176,000 ) 1,000,000 (176,000 ) Net cash provided by financing activities 548,237 (158,371 ) 389,866 Net decrease in cash (403 ) - (403 ) Cash, beginning of period 1,485 - 1,485 Cash, end of period $ 1,082 $ - $ 1,082 Supplemental disclosures of cash flow information: Cash paid during period for interest $ 1,600 $ - $ 1,600 Cash paid during period for taxes $ - $ - $ - Supplemental disclosure of non-cash investing and financing activities: Amortization of discount on preferred stock $ 34,798,923 $ - $ 34,798,923 Common shares issued upon conversion of convertible notes and accrued interest $ 133,002 $ - $ 133,002 Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants $ 1,314,678 $ - $ 1,314,678 Issuance of common shares previously to be issued $ 1,006 $ - $ 1,006 Common shares contributed back to the Company and promptly retired $ - $ - $ - Deemed dividend related to warrant price protection $ - $ - $ - Derivative liability recognized as debt discount on newly issued convertible notes $ - $ - $ - Reclassify accrued interest to convertible notes payable $ 93,685 $ - $ 93,685 Reduction of derivative liabilities stemming from settlement of convertible notes payable, accrued interest and warrants in exchange for Series Y preferred shares $ 4,834,911 $ - $ 4,834,911 Reduction of derivative liabilities stemming from settlement of convertible notes payable and accrued interest and cancelation of common shares and warrants for cash $ 169,815,037 $ - $ 169,815,037 Series Z preferred shares issued as equity kicker for note payable $ 387,262 $ 479,951 $ 867,213 Series Z preferred shares issued as part of settlement agreement $ 632,020 $ 5,898,848 $ 6,530,868 Expenses paid directly by non-convertible note holder on behalf of company $ - $ 158,371 $ 158,371 Settlement paid directly by CEO on behalf of company $ - $ 1,000,000 $ 1,000,000 Settlement payment made directly by CEO on behalf of company $ - $ 25,000 $ 25,000 |
Going Concern and Management'_2
Going Concern and Management's Liquidity Plans (Details) - USD ($) | Jul. 02, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Going Concern and Management's Liquidity Plans (Details) [Line Items] | |||||||
Cash | $ 1,082 | $ 1,082 | $ 1,485 | $ 1,120 | |||
Working capital deficit | 17,539,723 | 17,539,723 | 37,623,852 | ||||
Net loss available to common stockholders | $ (523,741) | $ 64,679,222 | (23,934,774) | $ (142,405,892) | (111,623,487) | (110,263,157) | |
Net cash in operating activities | (390,269) | (717,062) | (1,037,843) | $ (1,797,227) | |||
Proceeds from issuance of convertible notes | 637,000 | ||||||
Issuance of non-convertible notes | 200,000 | 132,911 | |||||
Proceeds preferred shares | $ 5,585,594 | ||||||
Net cash in operating activities | 390,269 | ||||||
Common Stock [Member] | |||||||
Going Concern and Management's Liquidity Plans (Details) [Line Items] | |||||||
Net cash in operating activities | 23,934,774 | ||||||
Net cash in operating activities | $ (69) | (69) | |||||
Series X Preferred Shares [Member] | |||||||
Going Concern and Management's Liquidity Plans (Details) [Line Items] | |||||||
Proceeds preferred shares | $ 357,053 | $ 321,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Federally insured | $ 250,000 | $ 250,000 | ||
Uninsured balance | 0 | 0 | $ 0 | |
Advertising costs | $ 18,125 | $ 43,020 | $ 58,961 | $ 29,764 |
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Property and equipment, useful life | 3 years | 3 years | ||
Long lived assets term estimated useful life | 3 years | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Property and equipment, useful life | 5 years | 5 years | ||
Long lived assets term estimated useful life | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of potentially dilutive securities excluded from the computation of basic and diluted net loss per share - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of potentially dilutive securities excluded from the computation of basic and diluted net loss per share [Abstract] | ||||
Common shares issuable upon conversion of convertible notes | 226,347,786 | 2,562,481,459 | 3,697,833,022 | |
Options to purchase common shares | 27,621,765 | 27,621,765 | 27,621,765 | 27,621,765 |
Warrants to purchase common shares | 11,575,000 | 12,015,002 | 2,521,077,555 | 3,342,376,365 |
Common shares issuable upon conversion of preferred stock | 7,817,778,624 | 1,000,000 | 6,709,317,940 | |
Total potentially dilutive shares | 8,083,323,175 | 40,636,767 | 11,820,498,719 | 7,067,831,152 |
Investments (Details)
Investments (Details) - USD ($) | Jul. 13, 2017 | Dec. 15, 2020 | Jul. 17, 2017 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Investments (Details) [Line Items] | |||||||||
Carrying value of our investments | $ 0 | $ 0 | |||||||
Cost method investments owned percentage | 20.00% | ||||||||
Shares issued of common stock (in Shares) | 1,591,240 | ||||||||
Incurred impairment | $ 65,000 | ||||||||
Maturity date | Jun. 15, 2021 | ||||||||
Loss sale of investment | 91,931 | ||||||||
Stock issuance value | $ 6,530,868 | $ 6,530,868 | |||||||
CannaRegs Ltd [Member] | |||||||||
Investments (Details) [Line Items] | |||||||||
Principal amount | $ 300,000 | ||||||||
Bears interest rate | 5.00% | ||||||||
Maturity date | Dec. 19, 2019 | ||||||||
Financing excess of notes | $ 2,000,000 | ||||||||
Description of debt conversion | a) 90% of the price paid per equity security or b) a price reflecting a valuation cap of $4,500,000. | ||||||||
Debt conversion shares issued (in Shares) | 430,622 | ||||||||
Mass roots valued its holdings amount | 0 | $ 147,876 | |||||||
Impairment expense | $ 155,336 | ||||||||
Loss sale of investment | 91,931 | ||||||||
Stock issuance value | 55,983 | ||||||||
Issued and Outstanding Shares Percentage | 1.00% | ||||||||
Class A Common Stock [Member] | |||||||||
Investments (Details) [Line Items] | |||||||||
Shares issued of common stock (in Shares) | 23,810 | ||||||||
Proceeds common stock, value | 35,000 | $ 100,002 | |||||||
Share price (in Dollars per share) | $ 4.2 | ||||||||
Forward share split description | As a result of a forward share split of 1.9308657-for-1 on January 15, 2018, MassRoots owned 45,974 shares of Class A common stock. | ||||||||
Incurred impairment | $ 65,000 | ||||||||
Sale of stock (in Shares) | 45,974 |
Advances to Cowa Science Corp_2
Advances to Cowa Science Corporation (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Advances to Cowa Science Corporation (Details) [Line Items] | ||
COWA stockholders, description | If (i) within three years after the Effective Date, COWA has generated an aggregate of $2.5 million in revenue, the Company shall issue an aggregate of 25 million shares of common stock to the COWA stockholders; and (ii) within three years after the Effective Date, COWA has generated an aggregate of $7.5 million in revenue (inclusive of the $2.5 million in revenue generated in clause (i)), the Company shall issue an aggregate of 25 million additional shares of common stock to the COWA stockholders. | |
Advanced to COWA for working capital | $ 370,500 | |
Repaid amount | 10,000 | |
Advanced balance | $ 360,500 | |
Common Stock [Member] | ||
Advances to Cowa Science Corporation (Details) [Line Items] | ||
Shares of common stock to the stockholders (in Shares) | 50,000,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0 | $ 0 | $ 0 | $ 6,720 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Subtotal | $ 23,987 | $ 23,987 | $ 23,987 |
Less accumulated depreciation | (23,987) | (23,987) | (23,987) |
Property and equipment, net | |||
Computers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Subtotal | 6,366 | 6,366 | 6,366 |
Office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Subtotal | $ 17,621 | $ 17,621 | $ 17,621 |
Software Costs (Details)
Software Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Software Costs (Details) [Line Items] | |||
Development costs | $ 260,565 | ||
Amortization of software costs | $ 0 | $ 38,549 | |
Impairment of software costs | 91,931 | ||
Software and Software Development Costs [Member] | |||
Software Costs (Details) [Line Items] | |||
Impairment of software costs | $ 0 | $ 196,315 | |
MEV [Member] | |||
Software Costs (Details) [Line Items] | |||
Development costs | $ 521,839 |
Advances, Non-Convertible Not_2
Advances, Non-Convertible Notes Payable And PPP Note Payable (Details) - USD ($) | Jun. 02, 2021 | May 04, 2020 | May 04, 2020 | Jun. 25, 2021 | Apr. 17, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 28, 2023 | Sep. 23, 2021 | Jun. 04, 2021 |
Advances, Non-Convertible Notes Payable And PPP Note Payable (Details) [Line Items] | ||||||||||||
Aggregate Proceeds from advances | $ 28,991 | $ 0 | $ 3,696 | $ 0 | ||||||||
Repayment of advances | 20,178 | 0 | 3,009 | 595,000 | ||||||||
Principal amount | 122,000 | 88,187 | 337,500 | |||||||||
Accrued interest | 4,000 | $ 0 | $ 10,500 | |||||||||
Non-convertible notes, description | the Company received proceeds from the issuance of non-convertible notes of $82,911and $175,000 and repaid an aggregate of $39,641 and $45,400, respectively, of non-convertible notes. | the Company received proceeds from the issuance of non-convertible notes of $82,911and $175,000 and repaid an aggregate of $39,641 and $45,400, respectively, of non-convertible notes. | ||||||||||
Paid in advance | 25,000 | |||||||||||
Accrued interest | $ 22,831 | |||||||||||
PPP notes payable, description | the Company received proceeds of $50,000 from a PPP note. The note has a maturity date of May 4, 2020 and bears 1% interest per annum. As of December 31, 2020, the Company owed $50,000 in principal and $330 in accrued interest on this note. | |||||||||||
Expense paid by related party | 158,371 | |||||||||||
Non-convertible notes payable | $ 60,000 | |||||||||||
Unpaid legal bills | $ 459,251 | |||||||||||
Aggregate amount | $ 10,000 | $ 275,000 | ||||||||||
Debt instrument principal total | 25,000 | |||||||||||
Debt instrument principal amount | $ 15,000 | 390,000 | ||||||||||
Interest rate | 10.00% | |||||||||||
Interest expense | $ 17,991 | $ 0 | 380,431 | |||||||||
Gain on settlement | 202,242 | |||||||||||
Carrying value | 232,502 | |||||||||||
Debt discount | 17,498 | |||||||||||
Debt discount | 15,862 | 0 | ||||||||||
Accrued interest | 1,661,704 | 2,483,955 | 3,495,717 | |||||||||
PPP notes payable, description | the Company received proceeds of $50,000 from a PPP note. The note had a maturity date of May 4, 2022 and bore 1% interest per annum. On April 6, 2021, the Small Business Administration forgave the Company’s Paycheck Protection Program loan in the principal amount of $50,000 and accrued interest of $466, resulting in gain on forgiveness of debt of $50,466. As of September 30, 2021 and December 31, 2020, the Company owed $0 and $50,000 in principal and $0 and $330 in accrued interest, respectively, on this note. | |||||||||||
Non-Convertible Notes [Member] | ||||||||||||
Advances, Non-Convertible Notes Payable And PPP Note Payable (Details) [Line Items] | ||||||||||||
Forgiveness of debt | $ 142,055 | |||||||||||
Principal amount | 79,000 | $ 23,500 | 1,888,446 | 269,520 | 115,750 | |||||||
Accrued interest | 17,281 | |||||||||||
Paid in advance | 79,000 | |||||||||||
Gain loss on debt settlement | $ 38,219 | |||||||||||
Accrued interest | $ 63,055 | 251,612 | 117,924 | |||||||||
Proceeds from issuance of non-convertible notes | 357,053 | 132,911 | ||||||||||
Repayments of non-convertible notes | 0 | 39,641 | ||||||||||
Additional payment by related party | 1,000,000 | |||||||||||
Debt discount | 17,498 | |||||||||||
Principal amount | 219,520 | |||||||||||
Long term debt, principal amount | 128,364 | 60,000 | ||||||||||
Debt discount | 0 | |||||||||||
Accrued interest | $ 372,480 | 251,612 | ||||||||||
Non-Convertible Notes [Member] | Minimum [Member] | ||||||||||||
Advances, Non-Convertible Notes Payable And PPP Note Payable (Details) [Line Items] | ||||||||||||
Accrued interest rate | 0.00% | |||||||||||
Maturity dates, description | The non-convertible notes have maturity dates ranging from March 31, 2019 to June 24, 2023 and accrue interest at rates ranging from 0% to 35% (default interest rate) per annum. | |||||||||||
Non-Convertible Notes [Member] | Maximum [Member] | ||||||||||||
Advances, Non-Convertible Notes Payable And PPP Note Payable (Details) [Line Items] | ||||||||||||
Accrued interest rate | 35.00% | |||||||||||
Principal Forgiveness [Member] | ||||||||||||
Advances, Non-Convertible Notes Payable And PPP Note Payable (Details) [Line Items] | ||||||||||||
Forgiveness of advances | 250,000 | |||||||||||
Forgiveness of debt | $ 0 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Advances, Non-Convertible Notes Payable And PPP Note Payable (Details) [Line Items] | ||||||||||||
Repayment of advances | $ 5,278 | 509 | ||||||||||
Advances | 2,091 | 0 | $ 3,696 | |||||||||
Board of Directors Chairman [Member] | ||||||||||||
Advances, Non-Convertible Notes Payable And PPP Note Payable (Details) [Line Items] | ||||||||||||
Advance to chairman of the Board | 357,053 | $ 20,520 | ||||||||||
Repayment to chairman of the Board | $ 0 | |||||||||||
Minimum [Member] | Non-Convertible Notes [Member] | ||||||||||||
Advances, Non-Convertible Notes Payable And PPP Note Payable (Details) [Line Items] | ||||||||||||
Accrued interest rate | 0.00% | |||||||||||
Maximum [Member] | ||||||||||||
Advances, Non-Convertible Notes Payable And PPP Note Payable (Details) [Line Items] | ||||||||||||
Accrued interest rate | 36.00% |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accounts payable and accrued expenses | $ 4,948,890 | $ 5,455,063 | |
Accounts payable and accrued expenses | $ 4,242,821 | $ 4,948,890 |
Accrued Payroll and Related E_2
Accrued Payroll and Related Expenses (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Payroll And Related Expenses Disclosure [Abstract] | |||
Accrued payroll and related expenses | $ 4,037,298 | $ 3,864,055 | $ 3,724,050 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Dec. 01, 2020 | Oct. 11, 2019 | Jan. 04, 2018 | Oct. 28, 2021 | Sep. 23, 2021 | Jul. 21, 2021 | Jun. 25, 2021 | May 19, 2021 | Apr. 30, 2021 | Feb. 23, 2021 | Oct. 28, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Oct. 05, 2021 | Feb. 09, 2021 |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Other commitments, description | The complaint alleges, among other things, (i) the occurrence of events of default in certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company including, but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii) lost profits as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof. In addition, the complaint alleges, among other things, that Mr. Dietrich took affirmative steps to deliberately cause the Company to breach its financial obligations. As a result of the foregoing, Power Up has requested: (i) the greater of $312,000 and the “parity value” as such term is defined in the Power Up Notes together with $2,000 per day until the Company issues shares upon conversion of the Power Up Notes together with applicable interest thereon; (ii) $165,000 as a result of the misrepresentations; (iii) an amount of lost profits to be determined by the court, but in no event less than $312,000; (iv) $312,000 as against Mr. Dietrich; (v) an award for reasonable legal fees and costs of litigation; (vi) a judgment awarding specific performance under the Power Up Notes; and (vii) the costs and disbursement of the action, pre-judgment interest, default interest and such other further relief as the court deems proper. | ||||||||||||||
Outstanding legal fees | $ 459,251 | ||||||||||||||
Settlement amount | $ 150,000 | ||||||||||||||
Resolution agreement amount | $ 459,250.88 | ||||||||||||||
Resolution agreement, description | Under the terms of the Resolution Agreement, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. | ||||||||||||||
Arbitration, description | The Demand alleges breach of contract and various related state law claims against the defendants, and sought, inter alia, specific performance of the subject warrant, damages in an amount not less than $12 million, equitable relief, and attorney’s fees for the Company’s alleged failure to reserve more than 150 million shares of common stock that Iroquois is allegedly entitled to in connection with the exercise of a certain warrant issued by the Company on July 21, 2017, and subsequently purchased by Iroquois from an unrelated third party. | ||||||||||||||
Costs and expenses | $ 12,000,000 | ||||||||||||||
Issued shares in amount | $ 1,000,000 | ||||||||||||||
Commitments settlement amount (in Dollars per share) | $ 0.001 | ||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | ||||||||||||||
Common stock in percentage | 9.99% | ||||||||||||||
Administrative amount | $ 1,000,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Granted amount | $ 350,551.1 | ||||||||||||||
Sheppard Mullin’s [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Outstanding legal fees | $ 487,390.73 | ||||||||||||||
Unpaid legal fees disbursements and interest | $ 459,251 | ||||||||||||||
Rother Investments, LLC [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Other commitments, description | Rother Investments seeks to collect the amount of $124,750 as of the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000 pursuant to Tex. R. Civ. P. 47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such other relief as the court deems appropriate. | ||||||||||||||
Travis Trawick [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Other fees | $ 144,950 | ||||||||||||||
Business Acquisition [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Total amount of consideration | $ 350,551.1 | ||||||||||||||
Sheppard Mullin’s [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Outstanding legal fees | $ 487,390.73 | ||||||||||||||
Rother Investments, LLC [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Other commitments, description | Rother Investments seeks to collect the amount of $124,750.00 as of the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000.00 pursuant to Tex. R. Civ. P. 47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such other relief as the court deems appropriate. | ||||||||||||||
Travis Trawick [Member] | Subsequent Event [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Other fees | $ 130,336.15 | ||||||||||||||
Series Z Preferred Shares [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Shares, issued (in Shares) | 250 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | May 01, 2021 | Jan. 20, 2021 | Dec. 15, 2020 | Dec. 06, 2019 | Jul. 05, 2018 | Apr. 30, 2021 | Mar. 23, 2021 | Dec. 15, 2020 | Jan. 31, 2020 | Dec. 06, 2019 | Nov. 13, 2019 | Jul. 16, 2019 | Jun. 30, 2019 | Jan. 25, 2019 | Jan. 25, 2019 | Dec. 17, 2018 | Jun. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 06, 2020 | May 13, 2020 | Dec. 17, 2019 |
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 25,000 | ||||||||||||||||||||||||
Notes mature date | Jun. 15, 2021 | ||||||||||||||||||||||||
Remaining principal amount | 15,000 | $ 390,000 | |||||||||||||||||||||||
Amount of accrued interest | 22,831 | ||||||||||||||||||||||||
Noteholder converted | 133,002 | $ 370,755 | $ 370,755 | 1,732,318 | |||||||||||||||||||||
Issuance of debt | $ 64,143 | $ 64,143 | |||||||||||||||||||||||
Original issuance discount | 17,991 | $ 0 | $ 380,431 | ||||||||||||||||||||||
Description of debt conversion | The notes matured on May 13, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, two of the holders converted $72,600 of principal and $112,671 of accrued interest into 9.26353 shares of Series Y preferred shares having a stated value of $185,271, resulting in a reduction of the derivative liability by $301,257 and a gain on settlement of $301,257. As of September 30, 2021 and December 31, 2020, the carrying value of the remaining note was $36,300. As of September 30, 2021 and December 31, 2020, accrued interest payable of $87,789 and $57,231, respectively, was outstanding on the remaining note. | During the first 180 days the notes are outstanding, the Company shall have the right to prepay the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance (as defined in the notes) being prepaid. The investors have the right to convert the Outstanding Balance of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. Notwithstanding the foregoing, upon the occurrence of an event of default, the conversion price for the April 2020 notes, having an aggregate original principal amount of $330,000, shall not be less than $0.001. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the noteholders converted $700,700 of principal and $462,763 of accrued interest into 58.17315 shares of Series Y preferred shares having a stated value of $1,163,463, resulting in a reduction of the derivative liability by $1,885,194, a reduction in debt discount by $72,637 and a gain on settlement of $1,812,557. On March 23, 2021, a noteholder converted $21,944 of accrued interest into 1.09721 shares of Series Y preferred shares having a stated value of $21,945, resulting in a reduction of the derivative liability by $17,548 and a gain on settlement of $17,548. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $13,844 was outstanding on the notes.On December 15, 2020, $79,143 of accrued compensation owed to the Company’s former Chief Financial Officer was settled by the issuance of a convertible note in the amount of $64,143, having a maturity date of June 15, 2021 and bearing interest of 12% per annum, resulting in a gain on settlement of accounts payable of $15,000. The holder has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.0003 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. | On January 7, 2021, a noteholder converted $38,500 of principal and $55,261 of accrued interest into 3.72667 shares of Series Y preferred shares having a stated value of $74,533, resulting in a reduction of the derivative liability by $3,880,958 and a gain on settlement of $3,900,186. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0 and $38,500, respectively. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $54,473, respectively, was outstanding on the notes. | the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”) entered into Exchange Agreements whereby 2,800 Series A Preferred Shares and 1,126 Series B Preferred Shares were canceled in exchange for the issuance of an aggregate of $3,500,000 and $1,548,250 of convertible promissory notes, respectively. The notes matured at dates ranging from December 24, 2019 to May 18, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.005 per share, subject to adjustment. In the event of default, the Outstanding Balance shall immediately increase to 130% of the Outstanding Balance and a penalty of $100 per day shall accrue until the default is remedied. For a period of two years from the issuance date, in the event the Company issues or sells any additional shares of common stock or common stock equivalents at a price less than the Conversion Price (as defined in the notes) then in effect (a “Dilutive Issuance”), the Conversion Price of the notes shall be reduced to the Dilutive Issuance Price and the number of shares issuable upon conversion shall be increased on a full ratchet basis. | |||||||||||||||||||||
Carrying value | $ 0 | ||||||||||||||||||||||||
Interest rate | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||
Default penalties expenses occurred | $ 761,330 | ||||||||||||||||||||||||
Accrued interest | $ 1,185,200 | $ 304,485 | $ 128 | 300 | |||||||||||||||||||||
Accrued interest payable | 1,661,704 | 2,483,955 | 3,495,717 | ||||||||||||||||||||||
Conversion price | $ 168,820 | $ 185,500 | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.0063 | ||||||||||||||||||||||||
Aggregate common stock shares (in Shares) | 6,253,056 | 30,669,903 | |||||||||||||||||||||||
Stated Value | 1,218,200 | ||||||||||||||||||||||||
Derivative liability | 936,405 | 300,424 | |||||||||||||||||||||||
Gain on settlement | 936,405 | 586,083 | |||||||||||||||||||||||
Accrued compensation | $ 79,143 | $ 79,143 | |||||||||||||||||||||||
Settlement of accounts payable | $ 15,000 | $ 15,000 | |||||||||||||||||||||||
Remaining carrying value | $ 3,063,970 | $ 3,186,303 | $ 6,989,039 | ||||||||||||||||||||||
Converted of principal | $ 33,000 | 131,174 | |||||||||||||||||||||||
Cash payment | $ 150,000 | ||||||||||||||||||||||||
Ownership shares, percentage | 9.99% | ||||||||||||||||||||||||
Debt converted into common stock shares (in Shares) | 37,160,000 | ||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 1,650,000 | ||||||||||||||||||||||||
Notes mature date | Jan. 5, 2019 | ||||||||||||||||||||||||
Cash proceeds | $ 1,492,500 | ||||||||||||||||||||||||
Warrants to purchase (in Shares) | 6,600,000 | ||||||||||||||||||||||||
Initial exercise price (in Dollars per share) | $ 0.25 | ||||||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Noteholder converted | $ 37,000 | $ 345,000 | |||||||||||||||||||||||
Loss on conversion | $ 880 | ||||||||||||||||||||||||
Principal aggregate shares (in Shares) | 4,448,251 | 31,109,551 | 53,522,295 | ||||||||||||||||||||||
Original issuance discount | $ 0 | $ 0 | |||||||||||||||||||||||
Carrying value | $ 2,878,985 | 2,892,330 | 1,880,000 | ||||||||||||||||||||||
Accrued interest | 1,049,329 | ||||||||||||||||||||||||
Accrued interest payable | $ 1,575,001 | 1,073,809 | 1,327,110 | ||||||||||||||||||||||
Derivative liability | $ 118,778 | ||||||||||||||||||||||||
Noteholder converted | 13,345 | 37,000 | 345,000 | ||||||||||||||||||||||
Amount of fair value | $ 133,002 | ||||||||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 108,900 | $ 389,000 | $ 55,000 | $ 55,000 | $ 2,225,000 | $ 389,000 | 90,000 | ||||||||||||||||||
Notes mature date | Jul. 25, 2019 | ||||||||||||||||||||||||
Cash proceeds | 99,000 | ||||||||||||||||||||||||
Original issuance discount | $ 9,900 | $ 39,000 | $ 5,000 | $ 5,000 | $ 225,000 | $ 39,000 | $ 15,000 | $ 225,000 | |||||||||||||||||
Interest per annum | 5.00% | ||||||||||||||||||||||||
Description of debt conversion | On December 6, 2019, the Company issued convertible promissory notes in the aggregate principal amount of $110,000, having an aggregate original issuance discount of $10,000, resulting in cash proceeds of $100,000. The notes matured on June 6, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the holders converted $110,000 of principal and $123,451 of accrued interest into 11.67255 shares of Series Y preferred shares having a stated value of $233,451, resulting in a reduction of the derivative liability by $379,600 and a gain on settlement of $379,600. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 was outstanding on the notes. In December 2019, the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”) entered into Exchange Agreements whereby 2,800 Series A Preferred Shares and 1,126 Series B Preferred Shares were canceled in exchange for the issuance of an aggregate of $3,500,000 and $1,548,250 of convertible promissory notes, respectively. The notes matured at dates ranging from December 24, 2019 to May 18, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.005 per share, subject to adjustment. In the event of default, the Outstanding Balance shall immediately increase to 130% of the Outstanding Balance and a penalty of $100 per day shall accrue until the default is remedied. For a period of two years from the issuance date, in the event the Company issues or sells any additional shares of common stock or common stock equivalents at a price less than the Conversion Price (as defined in the notes) then in effect (a “Dilutive Issuance”), the Conversion Price of the notes shall be reduced to the Dilutive Issuance Price and the number of shares issuable upon conversion shall be increased on a full ratchet basis. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. During the year ended December 31, 2019, the noteholders converted $185,500 of principal and $300 of accrued interest into an aggregate of 30,669,903 shares of common stock and 37,160,000 shares of common stock to be issued. During the year ended December 31, 2020, the noteholders converted $31,137 of principal and $128 of accrued interest into an aggregate of 6,253,056 shares of common stock; and the noteholders converted $4,793,113 of principal and $2,564,325 of accrued interest into 367.8719 shares of Series Y preferred shares having a stated value of $7,357,438, resulting in a reduction of the derivative liability by $89,648,951 and a gain on settlement of $89,648,951. On January 7, 2021, a noteholder converted $38,500 of principal and $55,261 of accrued interest into 3.72667 shares of Series Y preferred shares having a stated value of $74,533, resulting in a reduction of the derivative liability by $3,880,958 and a gain on settlement of $3,900,186. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0 and $38,500, respectively. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $54,473, respectively, was outstanding on the notes. From January to September 2020, the Company issued convertible promissory notes in the aggregate principal amount of $700,700, having an aggregate original issuance discount of $63,700, resulting in cash proceeds of $637,000. The notes mature from July 2020 to March 2021 and accrue interest at a rate of 12% per annum. During the first 180 days the notes are outstanding, the Company shall have the right to prepay the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance (as defined in the notes) being prepaid. The investors have the right to convert the Outstanding Balance of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. Notwithstanding the foregoing, upon the occurrence of an event of default, the conversion price for the April 2020 notes, having an aggregate original principal amount of $330,000, shall not be less than $0.001. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the noteholders converted $700,700 of principal and $462,763 of accrued interest into 58.17315 shares of Series Y preferred shares having a stated value of $1,163,463, resulting in a reduction of the derivative liability by $1,885,194, a reduction in debt discount by $72,637 and a gain on settlement of $1,812,557. On March 23, 2021, a noteholder converted $21,944 of accrued interest into 1.09721 shares of Series Y preferred shares having a stated value of $21,945, resulting in a reduction of the derivative liability by $17,548 and a gain on settlement of $17,548. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $13,844 was outstanding on the notes. On December 15, 2020, $79,143 of accrued compensation owed to the Company’s former Chief Financial Officer was settled by the issuance of a convertible note in the amount of $64,143, having a maturity date of June 15, 2021 and bearing interest of 12% per annum, resulting in a gain on settlement of accounts payable of $15,000. The holder has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.0003 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. | a noteholder converted $21,944 of accrued interest into 1.09721 shares of Series Y preferred shares having a stated value of $21,945, resulting in a reduction of the derivative liability by $17,548 and a gain on settlement of $17,548. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the notes was $0. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $13,844 was outstanding on the notes. | the Company issued convertible promissory notes in the aggregate principal amount of $110,000, having an aggregate original issuance discount of $10,000, resulting in cash proceeds of $100,000. The notes matured on June 6, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the holders converted $110,000 of principal and $123,451 of accrued interest into 11.67255 shares of Series Y preferred shares having a stated value of $233,451, resulting in a reduction of the derivative liability by $379,600 and a gain on settlement of $379,600. As of December 31, 2020 and 2019, the remaining carrying value of the notes was $0 and $15,027, net of debt discount of $0 and $94,973, respectively. As of December 31, 2020 and 2019, accrued interest payable of $0 and $38,904, respectively, was outstanding on the notes. | The notes matured on May 13, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, two of the holders converted $72,600 of principal and $112,671 of accrued interest into 9.26353 shares of Series Y preferred shares having a stated value of $185,271, resulting in a reduction of the derivative liability by $301,257 and a gain on settlement of $301,257. As of December 31, 2020 and 2019, the remaining carrying value of the notes was $36,300 and $14,871, net of debt discount of $0 and $94,029, respectively. As of December 31, 2020 and 2019, accrued interest payable of $57,231 and $48,789, respectively, was outstanding on the notes. | The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the notes), or a combination thereof. Upon the occurrence of an event of default, the investors may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the notes). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. | The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the notes), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the notes). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. As of December 31, 2020 and 2019, the remaining carrying value of the notes was $55,000 and $50,000, net of debt discount of $0 and $5,000, respectively. As of December 31, 2020 and 2019, accrued interest payable of $92,600 and $40,219, respectively, was outstanding on the note. | The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.35 per share, subject to adjustment. Commencing on June 17, 2019, the investor has the right to redeem all or any portion of the note; provided, however, the investor may not request redemption in an amount that exceeds $350,000 during any single calendar month; provided, further however, upon the occurrence of an event of default, the redemption amount in any calendar month may exceed $350,000. Payments on redemption amounts may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.35 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. | The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the notes), or a combination thereof. Upon the occurrence of an event of default, the investors may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the notes). | The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. On May 19, 2021, the investor received a default judgment against the Company in the amount of $144,950. In accordance with the judgment, commencing May 19, 2021, the Company began accruing interest at the rate of 18% per annum. On June 17, 2021, the Company filed a motion to set aside default and motion for new trial asserting it was improperly served. On July 20, 2021, the court granted the Company’s motion finding and ordered a new trial of the matter. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the note was $148,685 and $55,000, respectively. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 and $92,600, respectively, was outstanding on the note (See Note 9 – Rother Investments’ Petition).From January to June 2019, the Company issued convertible promissory notes in the aggregate principal amount of $389,000 (including aggregate original issuance discount of $39,000) that matured at dates ranging from July 15, 2019 to June 6, 2020 and accruing interest at rates ranging from 5% to 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. Upon maturity, payment may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.075 per share, subject to adjustment; and (b) the Market Price (as defined in the notes), or a combination thereof. Upon the occurrence of an event of default, the investors may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the notes). | the Company and the holders of all of the outstanding Series A and Series B Preferred Shares (the “Preferred Shares”) entered into Exchange Agreements whereby 2,800 Series A Preferred Shares and 1,126 Series B Preferred Shares were canceled in exchange for the issuance of an aggregate of $3,500,000 and $1,548,250 of convertible promissory notes, respectively. The notes matured at dates ranging from December 24, 2019 to May 18, 2020 and accrue interest at a rate of 12% per annum. The investors have the right to convert the Outstanding Balance (as defined in the notes) of the notes at any time into shares of common stock of the Company at a conversion price of $0.005 per share, subject to adjustment. In the event of default, the Outstanding Balance shall immediately increase to 130% of the Outstanding Balance and a penalty of $100 per day shall accrue until the default is remedied. For a period of two years from the issuance date, in the event the Company issues or sells any additional common shares or common stock equivalents at a price less than the Conversion Price (as defined in the notes) then in effect (a “Dilutive Issuance”), the Conversion Price of the notes shall be reduced to the Dilutive Issuance Price and the number of shares issuable upon conversion shall be increased on a full ratchet basis. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note. During the year ended December 31, 2019, the noteholders converted $185,500 of principal and $300 of accrued interest into an aggregate of 30,669,903 shares of common stock and 37,160,000 shares of common stock to be issued. During the year ended December 31, 2020, the noteholders converted $31,137 of principal and $128 of accrued interest into an aggregate of 6,253,056 shares of common stock; and the noteholders converted $4,793,113 of principal and $2,564,325 of accrued interest into 367.8719 shares of Series Y preferred shares having a stated value of $7,357,438, resulting in a reduction of the derivative liability by $89,648,951 and a gain on settlement of $89,648,951. As of December 31, 2020 and 2019, the remaining carrying value of the notes was $38,500 and $4,781,395, net of debt discount of $0 and $81,355, respectively. As of December 31, 2020 and 2019, accrued interest payable of $54,473 and $1,583,795, respectively, was outstanding on the notes. | The Company shall have the right to prepay the notes for an amount equal to 130% multiplied by the portion of the Outstanding Balance (as defined in the notes) being prepaid. The investors shall have the right to convert the Outstanding Balance of the note at any time into shares of common stock of the Company at a conversion price of $0.075 per share, subject to adjustment. | ||||||||||||||
Interest rate | 8.00% | 8.00% | |||||||||||||||||||||||
Debt increased percentage | 22.00% | ||||||||||||||||||||||||
Accrued interest | 462,763 | ||||||||||||||||||||||||
Bearing a one-time interest fee | 10.00% | 10.00% | |||||||||||||||||||||||
Matured date, description | On January 25, 2019, the Company issued a convertible promissory note in the principal amount of $55,000 (including original issuance discount of $5,000) that matured July 25, 2019 and bearing a one-time interest fee of 10%. | matured at dates ranging from July 15, 2019 to June 6, 2020 | |||||||||||||||||||||||
Conversion price | $ 9,202 | 700,700 | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.0004 | ||||||||||||||||||||||||
Stated Value | 1,163,463 | ||||||||||||||||||||||||
Derivative liability | 1,885,194 | ||||||||||||||||||||||||
Gain on settlement | 1,812,557 | ||||||||||||||||||||||||
Description of debt conversion | The note is secured by the Security Agreement (as defined below). The investor has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.35 per share, subject to adjustment. Commencing on June 17, 2019, the investor has the right to redeem all or any portion of the note; provided, however, the investor may not request redemption in an amount that exceeds $350,000 during any single calendar month; provided, further however, upon the occurrence of an event of default, the redemption amount in any calendar month may exceed $350,000. Payments on redemption amounts may be made in cash, by converting the redemption amount into shares of the Company’s common stock at a conversion price of the lesser of: (a) $0.35 per share, subject to adjustment; and (b) the Market Price (as defined in the note), or a combination thereof. Upon the occurrence of an event of default, the investor may accelerate the note pursuant to which the Outstanding Balance will become immediately due and payable in cash at the Mandatory Default Amount (as defined in the note). The Company is prohibited from effecting a conversion of the note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased by the investor up to, but not exceeding, 9.99%. | ||||||||||||||||||||||||
Debt discount reduction value | 72,637 | ||||||||||||||||||||||||
Convertible Promissory Notes [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 700,700 | 700,700 | |||||||||||||||||||||||
Cash proceeds | 637,000 | 637,000 | |||||||||||||||||||||||
Original issuance discount | $ 63,700 | $ 63,700 | |||||||||||||||||||||||
Description of debt conversion | The notes mature from July 2020 to March 2021 and accrue interest at a rate of 12% per annum. During the first 180 days the notes are outstanding, the Company shall have the right to prepay the notes for an amount equal to 120% (during the first 90 days) or 135% (during the subsequent 90 days) of the Outstanding Balance (as defined in the notes) being prepaid. The investors have the right to convert the Outstanding Balance of the notes at any time into shares of common stock of the Company at a conversion price of $0.01 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. Notwithstanding the foregoing, upon the occurrence of an event of default, the conversion price for the April 2020 notes, having an aggregate original principal amount of $330,000, shall not be less than $0.001. The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note, which beneficial ownership limitation may be increased if the Market Capitalization (as defined in the notes) falls below $2,500,000, but not exceeding, 9.99%. During the year ended December 31, 2020, the noteholders converted $700,700 of principal and $462,763 of accrued interest into 58.17315 shares of Series Y preferred shares having a stated value of $1,163,463, resulting in a reduction of the derivative liability by $1,885,194, a reduction in debt discount by $72,637 and a gain on settlement of $1,812,557. As of December 31, 2020, the remaining carrying value of the notes was $0, net of debt discount of $0. As of December 31, 2020, accrued interest payable of $13,844 was outstanding on the notes. | ||||||||||||||||||||||||
Series Y Preferred Shares [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Preferred shares price per share (in Dollars per share) | $ 60.91 | ||||||||||||||||||||||||
Series Y Preferred Shares [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Preferred shares price per share (in Dollars per share) | $ 58.17315 | ||||||||||||||||||||||||
Minimum [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Interest rate | 5.00% | 5.00% | 5.00% | ||||||||||||||||||||||
Maximum [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Interest rate | 12.00% | 12.00% | 12.00% | ||||||||||||||||||||||
Holders [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 390,000 | ||||||||||||||||||||||||
Company paid cash consideration | $ 1,762,500 | ||||||||||||||||||||||||
Holders [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Noteholder converted | $ 390,000 | ||||||||||||||||||||||||
Loss on conversion | $ 22,831 | ||||||||||||||||||||||||
Principal aggregate shares (in Shares) | 10,102,353 | ||||||||||||||||||||||||
Issuance of debt | $ 0 | ||||||||||||||||||||||||
Holders [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Noteholder converted | 31,180 | ||||||||||||||||||||||||
Loss on conversion | $ 9,000 | ||||||||||||||||||||||||
Principal aggregate shares (in Shares) | 6,879,913 | ||||||||||||||||||||||||
Original issuance discount | $ 0 | $ 110,074 | |||||||||||||||||||||||
Description of debt conversion | The holder has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.0003 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. As a result of the beneficial conversion feature of the note, debt discount of $64,143 was recognized with a corresponding increase in additional paid-in capital. On December 24, 2020, the holder converted $64,143 of principal into 3.20716 shares of Series Y preferred shares having a stated value of $64,143, resulting in a reduction in debt discount by $60,971 and a loss on settlement of $60,971. As of September 30, 2021 and December 31, 2020, the remaining carrying value of the note was $0. As of September 30, 2021 and December 31, 2020, accrued interest payable of $0 was outstanding on the note. | The holder has the right to convert the Outstanding Balance (as defined in the note) of the note at any time into shares of common stock of the Company at a conversion price of $0.0003 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. As a result of the beneficial conversion feature of the note, debt discount of $64,143 was recognized with a corresponding increase in additional paid-in capital. On December 24, 2020, the holder converted $64,143 of principal into 3.20716 shares of Series Y preferred shares having a stated value of $64,143, resulting in a reduction in debt discount by $60,971 and a loss on settlement of $60,971. As of December 31, 2020, the remaining carrying value of the note was $0, net of debt discount of $0. As of December 31, 2020, accrued interest payable of $0 was outstanding on the note (See Note 18). | |||||||||||||||||||||||
Noteholder converted | 90,000 | ||||||||||||||||||||||||
Carrying value | $ 0 | $ 164,174 | 247,746 | ||||||||||||||||||||||
Accrued interest | 362,027 | 8,000 | |||||||||||||||||||||||
Accrued interest payable | $ 0 | 1,191,998 | 456,900 | ||||||||||||||||||||||
Conversion price | $ 24,826 | $ 31,180 | |||||||||||||||||||||||
Aggregate common stock shares (in Shares) | 35,005,850 | 10,000,000 | |||||||||||||||||||||||
Derivative liability | $ 719,416 | ||||||||||||||||||||||||
Gain on settlement | 719,416 | ||||||||||||||||||||||||
Converted of principal | $ 168,820 | ||||||||||||||||||||||||
Holders [Member] | Series Y Preferred Shares [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Preferred shares price per share (in Dollars per share) | $ 26.54237 | ||||||||||||||||||||||||
Stated Value | $ 530,847 |
Derivative Liabilities and Fa_3
Derivative Liabilities and Fair Value Measurements (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
At the Date of Inception [Member] | |||
Derivative Liabilities and Fair Value Measurements (Details) [Line Items] | |||
Fair value assumptions dividend yield | 0.00% | 0.00% | 0.00% |
Black-Scholes Pricing Model [Member] | |||
Derivative Liabilities and Fair Value Measurements (Details) [Line Items] | |||
Fair value assumptions dividend yield | 0.00% | 0.00% | 0.00% |
Fair value assumptions expected volatility | 137.90% | 132.11% | 119.18% |
Estimated fair value of embedded derivatives (in Dollars) | $ 4,289,634 | $ 25,475,514 | $ 20,236,870 |
Minimum [Member] | At the Date of Inception [Member] | |||
Derivative Liabilities and Fair Value Measurements (Details) [Line Items] | |||
Fair value assumptions expected volatility | 133.69% | 119.33% | 110.59% |
Fair value assumptions weighted average risk-free interest rate | 0.01% | 0.06% | 1.48% |
Fair value assumptions expected life | 21 days | 21 days | 3 days |
Minimum [Member] | Black-Scholes Pricing Model [Member] | |||
Derivative Liabilities and Fair Value Measurements (Details) [Line Items] | |||
Fair value assumptions weighted average risk-free interest rate | 0.07% | 0.08% | 1.48% |
Fair value assumptions expected life | 3 days | 14 days | 3 days |
Maximum [Member] | At the Date of Inception [Member] | |||
Derivative Liabilities and Fair Value Measurements (Details) [Line Items] | |||
Fair value assumptions expected volatility | 138.77% | 128.94% | 119.18% |
Fair value assumptions weighted average risk-free interest rate | 0.14% | 1.56% | 2.33% |
Fair value assumptions expected life | 1 year 10 months 6 days | 2 years 1 month 9 days | 3 years |
Maximum [Member] | Black-Scholes Pricing Model [Member] | |||
Derivative Liabilities and Fair Value Measurements (Details) [Line Items] | |||
Fair value assumptions weighted average risk-free interest rate | 0.09% | 0.13% | 1.62% |
Fair value assumptions expected life | 1 year 3 months 29 days | 2 years 29 days | 3 years 1 month 2 days |
Derivative Liabilities and Fa_4
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements [Line Items] | |||
Derivative liability | $ 4,289,634 | $ 25,475,514 | $ 20,236,870 |
Fair Value, Inputs, Level 1 [Member] | |||
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements [Line Items] | |||
Derivative liability | |||
Fair Value, Inputs, Level 2 [Member] | |||
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements [Line Items] | |||
Derivative liability | |||
Fair Value, Inputs, Level 3 [Member] | |||
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements [Line Items] | |||
Derivative liability | $ 4,289,634 | $ 25,475,514 | $ 20,236,870 |
Derivative Liabilities and Fa_5
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of changes in fair value of the company's level 3 financial liabilities - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of changes in fair value of the company's level 3 financial liabilities [Abstract] | |||
Balance, December 31, 2018 | $ 25,475,514 | $ 20,236,870 | |
Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions | (4,834,911) | 573,230 | 686,059 |
Transfers out due to conversions of convertible notes and accrued interest into common shares | (118,778) | (278,545) | (56,142) |
Transfers out due to conversions of convertible notes, accrued interest and warrants into Series Y preferred shares | (165,826,982) | ||
Derivative liability due to authorized shares shortfall | (175,565,103) | 170,319,590 | 18,921,538 |
Mark to market to December 31, 2020 | 159,633,797 | 451,351 | 685,415 |
Balance, Ending | 25,475,514 | $ 20,236,870 | |
Loss on change in derivative liabilities for the year ended December 31, 2020 | $ 300,885 | $ (451,351) |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | Jun. 06, 2021 | Jun. 04, 2021 | Jun. 02, 2021 | May 01, 2021 | Dec. 30, 2020 | Dec. 30, 2020 | Dec. 15, 2020 | Mar. 07, 2020 | Jan. 08, 2020 | Dec. 03, 2019 | Jul. 11, 2019 | Jul. 02, 2019 | Mar. 10, 2021 | Jan. 20, 2021 | Dec. 23, 2020 | Dec. 31, 2019 | Oct. 21, 2019 | Jul. 16, 2019 | Mar. 23, 2021 | Sep. 19, 2019 | Nov. 06, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2021 | Mar. 17, 2021 | Dec. 24, 2020 | Nov. 23, 2020 | Jun. 24, 2019 |
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 120,000 | |||||||||||||||||||||||||||||
Proceeds form issuance of preferred stock | $ 5,585,594 | |||||||||||||||||||||||||||||
Decreased by additional paid in capital | $ 754,914 | $ 296,746 | $ 296,746 | |||||||||||||||||||||||||||
Shares of common stock issued (in Shares) | 80,000,000 | |||||||||||||||||||||||||||||
Common stock description | Accordingly, Series A Preferred Stock was decreased by $3,137,248, common stock was increased by the par value of the common shares issued of $80,000, common stock to be issued was increased by the par value of the common shares to be issued $903,824, and additional paid in capital was increased by $2,153,424. | Accordingly, Series A Preferred Stock was decreased by $3,137,248, common stock was increased by the par value of the common shares issued of $80,000, common stock to be issued was increased by the par value of the common shares to be issued of $903,824 and additional paid in capital was increased by $2,153,424. | ||||||||||||||||||||||||||||
Increased by convertible notes payable | $ 5,775,767 | $ 5,775,767 | 3,500,000 | $ 493 | ||||||||||||||||||||||||||
Decreased in derivative liability | 2,012,420 | |||||||||||||||||||||||||||||
Increase in derivative liabilities | $ 54,364 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding (in Shares) | 0 | |||||||||||||||||||||||||||||
Additional paid-in capital | $ 721,366 | $ 721,366 | ||||||||||||||||||||||||||||
Shares of preferred stock for services, value | $ 166,855 | |||||||||||||||||||||||||||||
Preferred stock description | the Company issued an aggregate of 16.05 shares of Series X Preferred Stock for aggregate proceeds of $321,000. Upon each issuance of Series X shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $454,200 upon issuance of the Series X preferred shares. The resulting amortization of the preferred stock discount of $46,448 is recognized as a deemed dividend in the accompanying statement of operations. The preferred stock discount is being amortized over 120 days, which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. | |||||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | 13,095,636 | |||||||||||||||||||||||||||||
Net of debt discount | $ 133,608 | |||||||||||||||||||||||||||||
Common stock, shares authorized (in Shares) | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Aggregate of common stock issued (in Shares) | 1,591,240 | |||||||||||||||||||||||||||||
Common stock to be issued interest expense | $ 36,830 | |||||||||||||||||||||||||||||
True-up provision with a value | $ 22,213 | |||||||||||||||||||||||||||||
Additional shares to be issued (in Shares) | 2,550,000 | |||||||||||||||||||||||||||||
Additional paid-in capital | $ 151,364,371 | $ 306,046,151 | $ 283,024,527 | $ 151,364,371 | ||||||||||||||||||||||||||
Fair value of the common shares issued | 437,400 | |||||||||||||||||||||||||||||
Common shares issued amount | 9,000 | |||||||||||||||||||||||||||||
Additional paid in capital | $ 69 | 428,400 | ||||||||||||||||||||||||||||
Decreased of retained earnings | $ 437,400 | |||||||||||||||||||||||||||||
Aggregate loss on conversion | $ 38,500 | |||||||||||||||||||||||||||||
Stockholder returned (in Shares) | 69,000 | |||||||||||||||||||||||||||||
Decrease in common stock | 120 | |||||||||||||||||||||||||||||
Increase decrease in accounts payable and accrued expenses | $ 6,000 | |||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 384,266,948 | 499,871,337 | 493,726,405 | 384,266,948 | ||||||||||||||||||||||||||
Aggregate beneficial conversion feature | ||||||||||||||||||||||||||||||
Unamortized debt discount | $ 15,862 | $ 0 | ||||||||||||||||||||||||||||
Convertible notes | 133,002 | $ 370,755 | 370,755 | 1,732,318 | ||||||||||||||||||||||||||
Amortization of debt discount | $ 64,143 | |||||||||||||||||||||||||||||
Preferred stock, stated value | $ 1,218,200 | |||||||||||||||||||||||||||||
Convertible notes and accrued interest | 370,755 | 1,732,318 | ||||||||||||||||||||||||||||
Derivative liabilities to the warrants. | 936,405 | $ 300,424 | ||||||||||||||||||||||||||||
Preferred stock, shares issued | 20,973,776 | |||||||||||||||||||||||||||||
Additional paid-in capital | 5,898,848 | |||||||||||||||||||||||||||||
Common stock to be issued | $ 944,660 | 906,374 | 907,380 | $ 944,660 | ||||||||||||||||||||||||||
Accounts payable and accrued expenses | $ 4,242,821 | $ 4,948,890 | ||||||||||||||||||||||||||||
Common stock. shares outstanding (in Shares) | 384,266,948 | 499,871,337 | 493,726,405 | 384,266,948 | ||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 10,000,000 | |||||||||||||||||||||||||||||
Blank check preferred par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||
Additional paid-in capital | $ 826,883 | $ 826,883 | ||||||||||||||||||||||||||||
Series Z agreement description | On September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer whereby the Company entered into a note payable agreement for$1,000,000 in exchange for: (i) a $1,000,000 cash payment directly paid to the warrant holder; and (ii) the issuance of 250 Series Z Preferred Shares having a fair value of $6,530,867 (See Note 15). | |||||||||||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 26,000,000 | 26,000,000 | 1,555,160 | |||||||||||||||||||||||||||
Additional to be issued (in Shares) | 1,126,250 | |||||||||||||||||||||||||||||
Derivative liabilities to the warrants. | $ 1,396,283 | |||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible shares of common stock | 2,950,000 | $ 2,950,000 | ||||||||||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 971,562,497 | 120,000 | ||||||||||||||||||||||||||||
Decreased by additional paid in capital | $ 5,880 | |||||||||||||||||||||||||||||
Shares of common stock issued (in Shares) | 80,000,000 | 1,250,000 | ||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 72,368,457 | 5,553,191 | ||||||||||||||||||||||||||||
Common stock description | Accordingly, common stock was increased by the par value of the shares of common stock issued of $72,369 and additional paid in capital was increased by $298,386. | |||||||||||||||||||||||||||||
Convertible debt principal amount | $ 92,964 | $ 1,041,680 | ||||||||||||||||||||||||||||
Increased by convertible notes payable | 882 | |||||||||||||||||||||||||||||
Series preferred share (in Shares) | 1,000,000 | |||||||||||||||||||||||||||||
Shares of preferred stock for services, value | $ 2,175 | 72,369 | $ 208,700 | |||||||||||||||||||||||||||
Common shares issued (in Shares) | (1,485,000) | 3,997,661 | ||||||||||||||||||||||||||||
Accrued interest | 40,131 | $ 128 | $ 40,131 | |||||||||||||||||||||||||||
Derivative liabilities | $ 74,134,327 | $ 118,778 | ||||||||||||||||||||||||||||
Net gain on settlement | 74,134,327 | |||||||||||||||||||||||||||||
Common stock, shares authorized (in Shares) | 1,200,000,000 | 500,000,000 | ||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||
Common shares to be issued (in Shares) | 80,000 | |||||||||||||||||||||||||||||
Aggregate of common stock issued (in Shares) | 37,160,000 | 72,368,457 | 3,997,661 | |||||||||||||||||||||||||||
Additional paid-in capital | $ 9,515 | $ 3,998 | $ 3,998 | |||||||||||||||||||||||||||
Issued of settlement warrant (in Shares) | 9,000,000 | |||||||||||||||||||||||||||||
Fair value of the common shares issued | $ 370,755 | $ 37,160 | ||||||||||||||||||||||||||||
Common shares issued amount | 111,174 | |||||||||||||||||||||||||||||
Additional paid in capital | $ 69 | 298,386 | 1,583,984 | |||||||||||||||||||||||||||
Cash exercise of warrants for proceeds | $ 172,950 | |||||||||||||||||||||||||||||
Common stock issued in settlement of convertible debt shares (in Shares) | 111,174,464 | |||||||||||||||||||||||||||||
Common stock to be issued (in Shares) | 37,160,000 | 37,160,000 | ||||||||||||||||||||||||||||
Aggregate fair value | $ 1,732,318 | |||||||||||||||||||||||||||||
Derivative liabilities | $ 166,855 | 133,002 | $ 46,978 | $ 278,545 | 46,978 | |||||||||||||||||||||||||
Aggregate loss on conversion | $ 603,529 | 603,529 | ||||||||||||||||||||||||||||
Common stock principal amount | $ 141,333 | |||||||||||||||||||||||||||||
Stockholder returned (in Shares) | 69,000 | |||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 384,266,948 | 493,726,405 | 384,266,948 | |||||||||||||||||||||||||||
Preferred shares conversion of common stock (in Shares) | 4,448,251 | 72,368,457 | 72,368,457 | 111,174,464 | ||||||||||||||||||||||||||
Aggregate beneficial conversion feature | ||||||||||||||||||||||||||||||
Convertible notes | $ 13,345 | $ 4,448 | $ 72,369 | $ 72,369 | $ 111,174 | |||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 1,485 | $ 0.001 | ||||||||||||||||||||||||||||
Aggregate of common stock issued (in Shares) | 1,006,250 | 37,160,000 | 4,448,251 | |||||||||||||||||||||||||||
Common stock to be issued | 120 | |||||||||||||||||||||||||||||
Accounts payable and accrued expenses | $ 6,000 | |||||||||||||||||||||||||||||
Loss on conversion | $ 880 | |||||||||||||||||||||||||||||
Investor of common stock issued (in Shares) | 1,485,000 | |||||||||||||||||||||||||||||
Aggregate common stock value per share (in Shares) | 0.0004 | |||||||||||||||||||||||||||||
Common shares warrants cash payment (in Shares) | 11,000 | |||||||||||||||||||||||||||||
Aggregate shares of common stock (in Shares) | 2,175,431 | |||||||||||||||||||||||||||||
Common stock. shares outstanding (in Shares) | 499,871,337 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 6,000 | 6,000 | 6,000 | 6,000 | ||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | 6,000 | 6,000 | 0 | 1,000 | 0 | 0 | 0 | |||||||||||||||||||||||
Preferred stock shares retired (in Shares) | 2,800 | |||||||||||||||||||||||||||||
Convertible debt principal amount | $ 3,500,000 | |||||||||||||||||||||||||||||
Decreased of preferred stock | $ 2,745,086 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding (in Shares) | 0 | 0 | 0 | 0 | 2,000 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 6,000 | |||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||
Convertible shares of common stock | $ 1,250 | |||||||||||||||||||||||||||||
Per share price (in Dollars per share) | $ 0.05 | |||||||||||||||||||||||||||||
Fair value of preferred stock | $ 5,882,340 | $ 5,882,340 | ||||||||||||||||||||||||||||
Proceeds form issuance of preferred stock | $ 5,585,594 | |||||||||||||||||||||||||||||
Increased by convertible notes payable | $ 1,548,250 | $ 1,548,250 | ||||||||||||||||||||||||||||
Increase in derivative liabilities | $ 85,370 | $ 85,370 | ||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 903,823,564 | 903,823,564 | ||||||||||||||||||||||||||||
Common stock issuable upon conversion of preferred stock (in Shares) | 3,200 | 3,200 | ||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 2,000 | 2,000 | 2,000 | 2,000 | ||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Preferred stock, shares outstanding (in Shares) | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 2,000 | |||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||
Convertible shares of common stock | $ 1,250 | |||||||||||||||||||||||||||||
Per share price (in Dollars per share) | $ 0.05 | |||||||||||||||||||||||||||||
Proceeds form issuance of preferred stock | $ 1,407,500 | |||||||||||||||||||||||||||||
Preferred stock shares retired (in Shares) | 1,126 | |||||||||||||||||||||||||||||
Convertible debt principal amount | $ 1,548,250 | |||||||||||||||||||||||||||||
Decreased in derivative liability | $ 776,965 | $ 776,965 | ||||||||||||||||||||||||||||
Issued shares (in Shares) | 1,126 | |||||||||||||||||||||||||||||
Decreased preferred stock, par value (in Dollars per share) | $ 1 | |||||||||||||||||||||||||||||
Preferred shares conversion of common stock (in Shares) | ||||||||||||||||||||||||||||||
Aggregate beneficial conversion feature | ||||||||||||||||||||||||||||||
Convertible notes | ||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | |||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | 1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||||||||||||||||
Preferred stock, shares outstanding (in Shares) | 1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||||||||||||||||
Series preferred share (in Shares) | 1,000 | |||||||||||||||||||||||||||||
Shares of preferred stock for services, value | $ 10,000 | |||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 1,000 | |||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||
Shares of preferred stock for services, value | ||||||||||||||||||||||||||||||
Common shares issued (in Shares) | ||||||||||||||||||||||||||||||
Preferred shares conversion of common stock (in Shares) | 1,000 | |||||||||||||||||||||||||||||
National exchange and other conditions (in Shares) | 1,000,000 | |||||||||||||||||||||||||||||
Aggregate beneficial conversion feature | ||||||||||||||||||||||||||||||
Convertible notes | ||||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 100 | 100 | 100 | 100 | 100 | |||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Convertible shares of common stock | $ 20,000 | |||||||||||||||||||||||||||||
Per share price (in Dollars per share) | $ 0.002 | |||||||||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | 0 | 26.05 | 16.05 | 0 | ||||||||||||||||||||||||||
Preferred stock, shares outstanding (in Shares) | 0 | 26.05 | 16.05 | 0 | ||||||||||||||||||||||||||
Series X Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 100 | |||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||||||||||||||
Convertible shares of common stock | $ 20,000 | |||||||||||||||||||||||||||||
Per share price (in Dollars per share) | $ 0.002 | |||||||||||||||||||||||||||||
Preferred stock shares retired (in Shares) | 16.05 | |||||||||||||||||||||||||||||
Convertible debt principal amount | $ 321,000 | |||||||||||||||||||||||||||||
Preferred stock description | From February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of $200,000. | Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $454,200 upon issuance of the Series X preferred shares with a $454,200 increase in Discount on preferred stock and a corresponding increase in additional paid-in capital. The preferred stock discount was amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $46,448 was recognized as a deemed dividend for the year ended December 31, 2020. As of December 31, 2020, unamortized debt discount on Series X Preferred Stock was $407,752. | ||||||||||||||||||||||||||||
Aggregate beneficial conversion feature | $ 2,852,500 | |||||||||||||||||||||||||||||
Preferred shares increase in discount | 2,852,500 | |||||||||||||||||||||||||||||
Deemed dividend | 3,260,252 | |||||||||||||||||||||||||||||
Unamortized debt discount | $ 0 | |||||||||||||||||||||||||||||
Series Y Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Convertible shares of common stock | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||
Per share price (in Dollars per share) | $ 0.002 | $ 0.002 | ||||||||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | 0 | 720.515674 | 654.781794 | 0 | ||||||||||||||||||||||||||
Increased by convertible notes payable | $ 5,775,767 | $ 5,775,767 | ||||||||||||||||||||||||||||
Preferred stock, shares outstanding (in Shares) | 0 | 720.515674 | 626.995464 | 0 | ||||||||||||||||||||||||||
Shares of preferred stock for services, value | $ 64,143 | |||||||||||||||||||||||||||||
Preferred stock description | the Company’s Chief Financial Officer, in exchange for convertible notes of $3,172 (net of debt discount of $60,971), resulting in a loss on settlement of $60,971. Upon each issuance of Series Y shares, the conversion price was less than the Company’s stock price. Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $21,594,115 upon issuance of the Series Y preferred shares. The resulting amortization of the preferred stock discount of $1,028,091 is recognized as a deemed dividend in the accompanying statement of operations. The preferred stock discount is being amortized over 120 days, which is the maximum amount of time the Company has to conduct a stockholder vote to increase the Company’s authorized shares. | |||||||||||||||||||||||||||||
Common shares issued (in Shares) | 654.781794 | |||||||||||||||||||||||||||||
Net of debt discount | 60,971 | |||||||||||||||||||||||||||||
Accrued interest | $ 3,625,237 | 3,625,237 | ||||||||||||||||||||||||||||
number of shares (in Shares) | 14,765,624,721 | |||||||||||||||||||||||||||||
Convertible notes and accrued interest | $ 92,934,419 | |||||||||||||||||||||||||||||
Derivative liabilities | 72,892,563 | |||||||||||||||||||||||||||||
Net gain on settlement | $ 162,132,350 | $ 60,971 | ||||||||||||||||||||||||||||
Foregoing amounts (in Shares) | 3.20716 | |||||||||||||||||||||||||||||
Preferred stock issued (in Shares) | 0 | 27.786334 | ||||||||||||||||||||||||||||
Preferred stock, stated value | $ 64,143 | |||||||||||||||||||||||||||||
Series Y Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 1,000 | 1,000 | ||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Convertible shares of common stock | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||
Per share price (in Dollars per share) | $ 0.002 | $ 0.002 | ||||||||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | 654.781794 | 654.781794 | 4.82388 | 27.78633 | ||||||||||||||||||||||||||
Proceeds form issuance of preferred stock | $ 13,095,636 | |||||||||||||||||||||||||||||
Shares of preferred stock for services, value | 33,000 | 64,143 | $ 38,500 | |||||||||||||||||||||||||||
Net of debt discount | 133,608 | |||||||||||||||||||||||||||||
Accrued interest | 1,185,200 | $ 3,625,237 | 3,625,237 | 77,205 | ||||||||||||||||||||||||||
Convertible notes and accrued interest | 92,934,419 | |||||||||||||||||||||||||||||
Derivative liabilities | 72,892,563 | |||||||||||||||||||||||||||||
Net gain on settlement | 936,405 | $ 162,132,350 | 3,917,734 | |||||||||||||||||||||||||||
Foregoing amounts (in Shares) | 3.20716 | |||||||||||||||||||||||||||||
Aggregate beneficial conversion feature | $ 21,594,115 | |||||||||||||||||||||||||||||
Preferred shares increase in discount | $ 10,972,647 | 21,594,115 | ||||||||||||||||||||||||||||
Unamortized debt discount | 0 | 20,566,024 | ||||||||||||||||||||||||||||
Shares of common stock underlying the warrants (in Shares) | 14,765,624,721 | |||||||||||||||||||||||||||||
Convertible notes | $ 3,172 | |||||||||||||||||||||||||||||
Amortization of debt discount | 31,538,671 | $ 1,028,091 | ||||||||||||||||||||||||||||
Preferred stock, stated value | 1,218,200 | $ 96,478 | ||||||||||||||||||||||||||||
Warrants (in Shares) | 131,249,975 | |||||||||||||||||||||||||||||
Convertible notes and accrued interest | 936,405 | $ 2,502,223 | ||||||||||||||||||||||||||||
Preferred stock, shares issued | $ 60.91 | |||||||||||||||||||||||||||||
Aggregate beneficial conversion feature | $ 10,972,647 | |||||||||||||||||||||||||||||
Preferred Stock Series Z [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||
Convertible shares of common stock | $ 20,000 | |||||||||||||||||||||||||||||
Additional paid-in capital | $ 6,530,867 | |||||||||||||||||||||||||||||
Series preferred share (in Shares) | 500 | |||||||||||||||||||||||||||||
Shares of preferred stock for services, value | ||||||||||||||||||||||||||||||
Common shares issued (in Shares) | ||||||||||||||||||||||||||||||
Common stock, shares authorized (in Shares) | 500 | |||||||||||||||||||||||||||||
Preferred shares conversion of common stock (in Shares) | ||||||||||||||||||||||||||||||
Convertible notes | ||||||||||||||||||||||||||||||
Convertible preferred stock in percentage | 19.98% | |||||||||||||||||||||||||||||
Preferred stock value | $ 1,000,000 | |||||||||||||||||||||||||||||
Bearing Interest | 8.00% | |||||||||||||||||||||||||||||
Fair value amount | $ 3,000,000 | |||||||||||||||||||||||||||||
Additional paid-in capital | $ 867,213 | |||||||||||||||||||||||||||||
Investor warrants description | On September 30, 2021, an investor owning warrants to purchase 156,250,079 common shares at $0.0004 per share entered into an agreement to cancel the aforementioned warrants in exchange for: (i) a cash payment of $1,000,000 received directly from the Chief Executive Officer; and (ii) 250 Series Z Preferred Shares having a fair value of $6,530,867. | |||||||||||||||||||||||||||||
Warrant to purchase price (in Shares) | 156,250,079 | |||||||||||||||||||||||||||||
Common shares per unit (in Dollars per share) | $ 0.0004 | |||||||||||||||||||||||||||||
Derivative liability | $ 5,750,067 | |||||||||||||||||||||||||||||
Reduction in cash | 1,000,000 | |||||||||||||||||||||||||||||
Debt equity value | $ 1,780,800 |
Warrants (Details)
Warrants (Details) - USD ($) | Jun. 04, 2021 | Jan. 08, 2020 | Jul. 11, 2019 | Jul. 02, 2019 | Apr. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 23, 2021 |
Warrants (Details) [Line Items] | |||||||||
Received from cash exercises | $ 172,950 | ||||||||
Warrant to purchase shares of common stock (in Shares) | 1,555,160 | ||||||||
Issued shares of common stock upon cashless (in Shares) | 1,591,240 | ||||||||
Additional shares of common stock (in Shares) | 2,729,734,691 | ||||||||
Shares of common stock per share (in Dollars per share) | $ 0.00224 | ||||||||
Deemed dividends value | $ 95,838,488 | $ 28,933,472 | |||||||
Additional paid in capital was increased | $ 95,838,488 | 28,933,472 | |||||||
Debt, description | From December 23 to December 30, 2020, the Company issued 654.78 shares of Series Y Preferred Stock, having a stated value of $13,095,636, in exchange for convertible notes payable of $5,775,767 (net of debt discount of $133,608), accrued interest of $3,625,237, and 14,764,624,721 warrants. The exchanges resulted in a reduction of derivative liabilities related to the convertible notes and accrued interest of $92,934,419, a reduction of derivative liabilities related to the warrants of $72,892,563, and a net gain on settlement of $162,132,350. | ||||||||
Aggregate intrinsic value of outstanding stock warrants | $ 9,200 | $ 14,804,944 | |||||||
Stock price (in Dollars per share) | $ 0.0063 | ||||||||
Stated value of warrants | $ 96,478 | ||||||||
Convertible notes payable | 38,500 | ||||||||
Accrued interest | 77,205 | ||||||||
Warrants liabilities | 131,249,975 | ||||||||
Derivative liabilities | $ 74,134,327 | 1,396,283 | |||||||
Gain on settlement | $ 95,365,286 | 1,780,800 | 3,917,734 | ||||||
Investor shares of common stock (in Shares) | 1,485,000 | ||||||||
Warrants purchase (in Shares) | 971,562,497 | ||||||||
Price per share (in Shares) | 0.0004 | ||||||||
Exchange cash payment | $ 11,000 | ||||||||
Par value of the common share (in Shares) | 1,485 | ||||||||
Additional paid-in capital | $ 9,515 | ||||||||
Gain on settlement of debt | 74,134,327 | ||||||||
Cash payment | $ 150,000 | ||||||||
Cash | 1,000,000 | ||||||||
Additional paid-in capital | $ 6,530,867 | ||||||||
Stock price per share (in Dollars per share) | $ 0.0372 | ||||||||
Cash [Member] | |||||||||
Warrants (Details) [Line Items] | |||||||||
Cash payment | 15,000 | $ 1,000,000 | |||||||
Derivative [Member] | |||||||||
Warrants (Details) [Line Items] | |||||||||
Derivative liabilities | $ 95,380,286 | $ 5,750,067 | |||||||
Investor [Member] | |||||||||
Warrants (Details) [Line Items] | |||||||||
Investor shares of common stock (in Shares) | 1,250,000,002 | 156,250,079 | |||||||
Common Stock [Member] | |||||||||
Warrants (Details) [Line Items] | |||||||||
Warrant to purchase shares of common stock (in Shares) | 12,686,249 | ||||||||
Issued shares of common stock upon cashless (in Shares) | 37,160,000 | 72,368,457 | 3,997,661 | ||||||
Purchase aggregate of shares (in Shares) | 26,000,000 | ||||||||
Convertible notes payable | $ 603,529 | ||||||||
Warrants [Member] | |||||||||
Warrants (Details) [Line Items] | |||||||||
Accrued interest | $ 2,502,223 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Warrants (Details) [Line Items] | |||||||||
Aggregate shares of preferred stock (in Shares) | 6,000 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Warrants (Details) [Line Items] | |||||||||
Warrant to purchase shares of common stock (in Shares) | 600,551,672 | ||||||||
Exercise price per share (in Dollars per share) | $ 0.00224 | ||||||||
Repriced to per share (in Dollars per share) | $ 0.00224 | ||||||||
Series B Preferred Stock [Member] | Warrants [Member] | |||||||||
Warrants (Details) [Line Items] | |||||||||
Warrant to purchase shares of common stock (in Shares) | 568,118,340 | ||||||||
Per share stock (in Dollars per share) | $ 0.075 | ||||||||
Series Y Preferred Stock [Member] | |||||||||
Warrants (Details) [Line Items] | |||||||||
Shares of series Y preferred stock (in Shares) | 4.82388 | ||||||||
Aforementioned common share [Member] | |||||||||
Warrants (Details) [Line Items] | |||||||||
Price per share (in Shares) | 0.0004 | 0.0004 | |||||||
Series Z Preferred Shares [Member] | |||||||||
Warrants (Details) [Line Items] | |||||||||
Preferred shares (in Shares) | 250 | ||||||||
Fair value | $ 6,530,867 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of warrant activity - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants (Details) - Schedule of warrant activity [Line Items] | |||
Shares, Outstanding, Beginning | 2,521,077,555 | 3,342,376,365 | 74,910,002 |
Weighted-Average Exercise Price, Outstanding, Beginning (in Dollars per share) | $ 0.00109 | $ 0.00265 | $ 0.14 |
Weighted-Average Remaining Contractual Term, Outstanding, Beginning | 3 years 10 months 20 days | ||
Aggregate Intrinsic Value, Outstanding, Beginning (in Dollars) | |||
Shares, Granted | 13,943,650,911 | 3,321,040,292 | |
Weighted-Average Exercise Price, Granted (in Dollars per share) | $ 0.0004 | $ 0.00064 | |
Shares, Exercised | (15,367,659) | ||
Weighted-Average Exercise Price, Exercised (in Dollars per share) | $ 0.06 | ||
Shares, Canceled/Exchanged | (14,764,949,721) | (38,206,270) | |
Weighted-Average Exercise Price, Canceled/Exchanged (in Dollars per share) | $ 0.00042 | $ 0.12 | |
Shares, Outstanding, Ending | 11,575,000 | 2,521,077,555 | 3,342,376,365 |
Weighted-Average Exercise Price, Outstanding, Ending (in Dollars per share) | $ 0.00109 | $ 0.00265 | |
Weighted-Average Remaining Contractual Term, Outstanding, Ending | 1 year 2 months 1 day | 2 years 14 days | 2 years 11 months 15 days |
Aggregate Intrinsic Value, Outstanding, Ending (in Dollars) | $ 14,804,944 | $ 8,791,956 | |
Shares, Exercisable | 2,521,077,555 | ||
Weighted-Average Exercise Price, Exercisable (in Dollars per share) | $ 0.12927 | $ 0.00109 | |
Weighted-Average Remaining Contractual Term, Exercisable | 1 year 2 months 1 day | 2 years 14 days | |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ 9,200 | $ 14,804,944 |
Warrants (Details) - Schedule_2
Warrants (Details) - Schedule of warrants outstanding and exercisable - Warrants [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 2,521,077,555 |
Weighted Avg. Remaining Life | 2 years 14 days |
Warrants Exercisable | 2,521,077,555 |
0.0001 – 0.25 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 2,520,512,553 |
Weighted Avg. Remaining Life | 2 years 14 days |
Warrants Exercisable | 2,520,512,553 |
0.0001 – 0.25 [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price, Minimum (in Dollars per share) | $ / shares | $ 0.0001 |
0.0001 – 0.25 [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price, Maximum (in Dollars per share) | $ / shares | $ 0.25 |
0.26 – 0.50 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 465,002 |
Weighted Avg. Remaining Life | 8 months 4 days |
Warrants Exercisable | 465,002 |
0.26 – 0.50 [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price, Minimum (in Dollars per share) | $ / shares | $ 0.26 |
0.26 – 0.50 [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price, Maximum (in Dollars per share) | $ / shares | $ 0.5 |
0.51 – 0.75 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | |
Weighted Avg. Remaining Life | |
Warrants Exercisable | |
0.51 – 0.75 [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price, Minimum (in Dollars per share) | $ / shares | $ 0.51 |
0.51 – 0.75 [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price, Maximum (in Dollars per share) | $ / shares | $ 0.75 |
0.76 – 1.00 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 100,000 |
Weighted Avg. Remaining Life | 14 days |
Warrants Exercisable | 100,000 |
0.76 – 1.00 [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price, Minimum (in Dollars per share) | $ / shares | $ 0.76 |
0.76 – 1.00 [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price, Maximum (in Dollars per share) | $ / shares | $ 1 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options (Details) [Line Items] | |||
Number of shares reserved for issuance, description | Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan” and together with the 2014 Plan, 2015 Plan, 2016 Plan, the “Prior Plans”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), and our 2021 Equity Incentive Plan in September 2021 (“2021 Plan” , and together with the Prior Plans, the “Plans”). The Prior Plans are identical, except for the number of shares reserved for issuance under each. As of September 30, 2021, the Company had granted an aggregate of 64,310,000 securities under the Plans since inception, with 50,190,000 shares available for future issuances. | Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan (the “2016 Plan”) in October 2016, our 2017 Equity Incentive Plan in December 2016 (the “2017 Plan” and together with the 2014 Plan, 2015 Plan, the 2016 Plan, the “Prior Plans”) and our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan,” and together with the Prior Plans, the “Plans”). The Prior Plans are identical, except for number of shares reserved for issuance under each. As of December 31, 2020, the Company had granted an aggregate of 64,310,000 securities under the Plans, with 190,000 shares available for future issuances. | |
Options to purchase of common stock (in Shares) | 250,000 | ||
Fair value options to purchase of common stock | $ 14,000 | ||
Risk-free interest | 2.43% | ||
Dividend yield | 0.00% | ||
Volatility | 114.00% | ||
Expected life | 10 years | ||
Fair value of all options, vested | $ 0 | $ 14,000 | |
Unrecognized compensation expense | 0 | ||
Stock Options [Member] | |||
Stock Options (Details) [Line Items] | |||
Aggregate intrinsic value outstanding stock options | $ 0 | ||
Stock price (in Dollars per share) | $ 0.0063 | ||
Stock Options [Member] | |||
Stock Options (Details) [Line Items] | |||
Aggregate intrinsic value outstanding stock options | $ 0 | ||
Stock price (in Dollars per share) | $ 0.0372 |
Stock Options (Details) - Sched
Stock Options (Details) - Schedule of terms of issuances | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Schedule of terms of issuances [Abstract] | |
Exercise Price | $ / shares | $ 0.075 |
Number of Options | shares | 250,000 |
Vesting Terms | Immediately |
Stock Options (Details) - Sch_2
Stock Options (Details) - Schedule of stock option activity - Stock Options [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options (Details) - Schedule of stock option activity [Line Items] | |||
Shares, Outstanding, Beginning | 27,621,765 | 27,371,765 | |
Weighted-Average Exercise Price, Outstanding, Beginning (in Dollars per share) | $ 0.49 | $ 0.5 | |
Weighted- Average Remaining Contractual Term, Outstanding, Beginning | 6 years 7 months 2 days | 8 years 5 months 1 day | |
Aggregate Intrinsic Value, Outstanding, Beginning (in Dollars) | |||
Shares, Grants | 250,000 | ||
Weighted-Average Exercise Price, Granted (in Dollars per share) | $ 0.075 | ||
Shares, Exercised | |||
Shares, Forfeiture/Cancelled | |||
Shares, Outstanding, Ending | 27,621,765 | 27,621,765 | 27,621,765 |
Weighted-Average Exercise Price, Outstanding, Ending (in Dollars per share) | $ 0.49 | $ 0.49 | |
Weighted- Average Remaining Contractual Term, Outstanding, Ending | 5 years 8 months 26 days | 6 years 5 months 26 days | 7 years 5 months 26 days |
Aggregate Intrinsic Value, Outstanding, Ending (in Dollars) | |||
Shares, Exercisable | 27,621,765 | 27,621,765 | |
Weighted-Average Exercise Price, Exercisable (in Dollars per share) | $ 0.49 | $ 0.49 | |
Weighted- Average Remaining Contractual Term, Exercisable | 5 years 8 months 26 days | 6 years 5 months 26 days | |
Aggregate Intrinsic Value, Exercisable (in Dollars) |
Stock Options (Details) - Sch_3
Stock Options (Details) - Schedule of stock options outstanding and exercisable | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options | 27,621,765 |
Number of Options Exercisable | 27,621,765 |
0.01 - 0.25 [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options | 13,306,786 |
Remaining Life In Years | 7 years 3 months 3 days |
Number of Options Exercisable | 13,306,786 |
0.01 - 0.25 [Member] | Minimum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.01 |
0.01 - 0.25 [Member] | Maximum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.25 |
0.26 - 0.50 [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options | 1,939,631 |
Remaining Life In Years | 6 years 3 months 3 days |
Number of Options Exercisable | 1,939,631 |
0.26 - 0.50 [Member] | Minimum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.26 |
0.26 - 0.50 [Member] | Maximum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.5 |
0.51 – 0.75 [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options | 1,820,112 |
Remaining Life In Years | 5 years 8 months 4 days |
Number of Options Exercisable | 1,820,112 |
0.51 – 0.75 [Member] | Minimum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.51 |
0.51 – 0.75 [Member] | Maximum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.75 |
0.76 - 1.00 [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options | 9,926,072 |
Remaining Life In Years | 5 years 8 months 12 days |
Number of Options Exercisable | 9,926,072 |
0.76 - 1.00 [Member] | Minimum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.76 |
0.76 - 1.00 [Member] | Maximum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 1 |
1.01 - 2.00 [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options | 629,164 |
Remaining Life In Years | 5 years 7 months 6 days |
Number of Options Exercisable | 629,164 |
1.01 - 2.00 [Member] | Minimum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 1.01 |
1.01 - 2.00 [Member] | Maximum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 2 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Taxes (Details) [Line Items] | |
U.S. federal corporate income tax rate, description | The Act reduces the U.S. federal corporate income tax rate from 35% to 21%. |
Federal operating loss carryforward | $ 69,757,321 |
State net operating loss carry forward | $ 56,394,019 |
Operating loss carry forward expiring, description | which begin expiring in the year 2033, that may be used to offset future taxable income. |
Tax benefit pecentage | 50.00% |
Description of ownership percentage changes | In general, an ownership change occurs whenever the percentage of the shares of a corporation owned, directly or indirectly, by 5-percent shareholders, as defined in Section 382 of the Code, increases by more than 50 percentage points over the lowest percentage of the shares of such corporation owned, directly or indirectly, by such 5-percent shareholders at any time over the preceding three years. |
Minimum [Member] | |
Income Taxes (Details) [Line Items] | |
Increase decrease deferred tax valuation allowance | $ 17,520,829 |
Maximum [Member] | |
Income Taxes (Details) [Line Items] | |
Increase decrease deferred tax valuation allowance | $ 18,379,120 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred taxes - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets/(Liability) Detail | ||
Stock Compensation | $ 52,313 | |
Amortization | 156,072 | |
Depreciation | 1,180 | |
Interest | 1,213,854 | |
Change in Fair Market Value of Derivative Liabilities | 279,582 | |
NOL DTA | 16,676,120 | 17,520,826 |
Valuation allowance | (18,379,120) | (17,520,826) |
Total gross deferred tax assets |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred income taxes resulting from income and expense | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of deferred income taxes resulting from income and expense [Abstract] | ||
Expected tax at statutory rates | 21.00% | 21.00% |
Nondeductible Expenses | (11.72%) | (11.00%) |
State Income Tax, Net of Federal benefit | 1.59% | 5.00% |
Current Year Change in Valuation Allowance | (5.83%) | (15.00%) |
Prior Deferred True-Ups | (5.03%) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 15, 2020 | Jul. 02, 2019 | Dec. 24, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | May 01, 2021 | Oct. 21, 2019 |
Related Party Transactions (Details) [Line Items] | |||||||||
Aggregate advance amount | $ 3,696 | ||||||||
Repaid amount | $ 10,000 | ||||||||
Advance amount | $ 1,000,000 | ||||||||
Settlement agreement, description | In accordance with the Settlement Agreement, (i) on December 23, 2020, the Company paid JDE the Cash Settlement, and (ii) on December 15, 2020, the Company entered into the Note with JDE for a principal amount of $64,143. The Note had a maturity date of June 15, 2021 and accrued interest at a rate of 12% per annum. The holder has the right to convert the Outstanding Balance of the Note at any time into shares of common stock of the Company at a conversion price of $0.0003 per share, subject to adjustment. In the event of default, the conversion price shall be 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 days prior to the conversion date. The shares of Series Y Preferred Stock are not convertible to the extent that (i) the Company’s Certificate of Incorporation has not been amended to increase the number of authorized shares of Common Stock of the Company, or (ii) the holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (which provision may be increased to a maximum of 9.99% by the holder by written notice from such holder to the Company, which notice shall be effective 61 calendar days after the date of such notice). | ||||||||
Debt discount | $ 64,143 | ||||||||
Stated value | $ 1,218,200 | ||||||||
Remaining carrying value | 0 | ||||||||
Net of debt discount | 0 | ||||||||
Accrued interest payable | 0 | ||||||||
Payment by related party | 25,000 | ||||||||
Advance paid | 25,000 | 0 | |||||||
Expense paid by related party | 158,371 | ||||||||
Proceeds from exchange for the issuance | $ 5,585,594 | ||||||||
Notes payable | 1,000,000 | ||||||||
Fair value | |||||||||
Interest per annum | 8.00% | ||||||||
Due days | three | ||||||||
Equity financing | $ 3,000,000 | ||||||||
Debt discount | 867,213 | ||||||||
JDE [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Payable amount | 25,000 | ||||||||
Principal amount | 64,143 | ||||||||
Iroquois [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Additional payment by related party | $ 1,000,000 | ||||||||
Minimum [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Non-convertible interest notes payable | 15.00% | ||||||||
Maximum [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Non-convertible interest notes payable | 20.00% | ||||||||
Chief Executive Officer [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Repaid amount | 509 | ||||||||
Advance amount | 3,187 | ||||||||
Aggregate advance amount | $ 2,091 | $ 0 | 3,696 | ||||||
Repaid aggregate amount | 5,278 | 0 | |||||||
Owed advance amount | 0 | 3,187 | |||||||
Aggregate proceeds | 357,053 | $ 20,520 | |||||||
Repaid amount | $ 0 | ||||||||
Interest rate | 35.00% | ||||||||
Non-convertible notes payable | $ 1,535,944 | $ 0 | |||||||
Chief Financial Officer [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Sum of outstanding amount | $ 89,143 | ||||||||
Series C Preferred Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Shares issued (in Shares) | 1,000 | ||||||||
Aggregate fair value | $ 10,000 | ||||||||
Preferred shares (in Shares) | 1,000 | 1,000 | 1,000 | ||||||
Fair value | $ 1 | $ 1 | $ 1 | ||||||
Series Y Preferred Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Converted principal amount | $ 64,143 | ||||||||
Conversion of shares (in Shares) | 3.20716 | ||||||||
Stated value | $ 64,143 | ||||||||
Reduction in debt discount | 60,971 | ||||||||
Loss on settlement amount | $ 60,971 | ||||||||
Preferred shares (in Shares) | 0 | 720.515674 | 654.781794 | ||||||
Fair value | $ 1 | $ 1 | |||||||
Series Z Preferred Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Shares issued (in Shares) | 250 | ||||||||
Proceeds from exchange for the issuance | $ 1,000,000 | ||||||||
Preferred shares (in Shares) | 250 | ||||||||
Fair value | $ 6,530,867 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Mar. 17, 2021 | Mar. 16, 2021 | Jan. 21, 2021 | Mar. 25, 2021 | Sep. 30, 2021 | May 01, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events (Details) [Line Items] | |||||||||
Accrued interest | $ 1,185,200 | $ 304,485 | $ 128 | $ 300 | |||||
Common stock shares | 495,000,000 | ||||||||
Paid advance | $ 1,000,000 | ||||||||
Principal amount | $ 3,700,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Issued for settlement of convertible debt and accrued interest, Shares | 4,448,251 | ||||||||
Convertible notes issued for exchange of shares | 13,345 | ||||||||
MassRoots received proceeds | $ 200,000 | ||||||||
Convertible notes value issued for exchange of shares | $ 35,000 | ||||||||
Accrued interest | $ 60,444 | ||||||||
Common stock, description | warrants to purchase 131,249,975 shares of common stock at $0.0004/share into 4.82388 shares of Series Y Preferred Stock. | ||||||||
Series X Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Sale of shares | 10 | ||||||||
Series Y Preferred Shares [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
MassRoots issued shares of preferred stock | 27.78633 |
Restatement (Details)
Restatement (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 30, 2020 | Dec. 03, 2019 | |
Restatement (Details) [Line Items] | |||
Accounts payable and accrued expenses | $ 12,200 | ||
Additional paid-in capital | 5,898,848 | ||
Interest Expense, Debt, Excluding Amortization | 479,951 | ||
Non-convertible notes payable | 493 | $ 5,775,767 | $ 3,500,000 |
Chief Executive Officer [Member] | |||
Restatement (Details) [Line Items] | |||
Additional paid-in capital | $ 479,951 | ||
Series Z Preferred Shares [Member] | |||
Restatement (Details) [Line Items] | |||
Issuance of Series Z shares (in Shares) | 250 |
Restatement (Details) - Schedul
Restatement (Details) - Schedule of balance sheet | Sep. 30, 2021USD ($) |
(As Reported) [Member] | |
Current assets: | |
Cash | $ 1,082 |
Prepaid expenses | |
Total current assets | 1,082 |
Total assets | 1,082 |
Current liabilities: | |
Accounts payable and accrued expenses | 4,218,421 |
Accrued payroll and related expenses | 4,037,298 |
Deferred revenue | 25,000 |
Advances | 122,000 |
Non-convertible notes payable, current portion, net of debt discount of $15,862 and $0, respectively | 1,759,589 |
Derivative liabilities | 4,289,634 |
Convertible notes payable | 3,063,970 |
Total current liabilities | 17,515,912 |
Non-convertible notes payable, net of debt discount of $1,636 and $0, respectively | 128,857 |
Total liabilities | 17,644,769 |
Preferred stock - 10,000,000 shares authorized: | |
Preferred stock - Series X, $0.0001 par value, $20,000 stated value, 100 shares authorized; 26.05 and 16.05 shares issued and outstanding, respectively | |
Preferred stock - Series Y, $0.001 par value, $20,000 stated value, 1,000 shares authorized; 720.515674 and 654.781794 shares issued; 720.515674 and 626.995464 shares outstanding, and 0 and 27.78633 to be issued, respectively | 1 |
Preferred stock - Series Z, $0.001 par value, $20,000 stated value, 500 shares authorized; 500 and 0 shares issued; 0 and 0 shares outstanding, and 500 and 0 to be issued, respectively | 1 |
Common stock, $0.001par value, 1,200,000,000 shares authorized; 499,871,337 and 493,726,405 shares issued and outstanding, respectively | 499,871 |
Common stock to be issued, 906,373,564 and 907,379,814 shares, respectively | 906,374 |
Additional paid in capital | 299,667,352 |
Discount on preferred stock | |
Accumulated deficit | (318,717,287) |
Total stockholders' deficit | (17,643,687) |
Total liabilities and stockholders' deficit | 1,082 |
(As Reported) [Member] | Series C Preferred Stock [Member] | |
Preferred stock - 10,000,000 shares authorized: | |
Preferred stock - Series | 1 |
(As Reported) [Member] | Series A Preferred Stock [Member] | |
Preferred stock - 10,000,000 shares authorized: | |
Preferred stock - Series | |
(As Reported) [Member] | Series B Preferred Stock [Member] | |
Preferred stock - 10,000,000 shares authorized: | |
Preferred stock - Series | |
Restatement Adjustment [Member] | |
Current assets: | |
Cash | |
Prepaid expenses | |
Total current assets | |
Total assets | |
Current liabilities: | |
Accounts payable and accrued expenses | 24,400 |
Non-convertible notes payable, current portion, net of debt discount of $15,862 and $0, respectively | 493 |
Total current liabilities | 24,893 |
Non-convertible notes payable, net of debt discount of $1,636 and $0, respectively | (493) |
Total liabilities | 24,400 |
Preferred stock - 10,000,000 shares authorized: | |
Preferred stock - Series X, $0.0001 par value, $20,000 stated value, 100 shares authorized; 26.05 and 16.05 shares issued and outstanding, respectively | |
Additional paid in capital | 6,378,799 |
Discount on preferred stock | |
Accumulated deficit | (6,403,199) |
Total stockholders' deficit | (24,400) |
Restatement Adjustment [Member] | Series A Preferred Stock [Member] | |
Preferred stock - 10,000,000 shares authorized: | |
Preferred stock - Series | |
Restatement Adjustment [Member] | Series B Preferred Stock [Member] | |
Preferred stock - 10,000,000 shares authorized: | |
Preferred stock - Series | |
(As Restated) [Member] | |
Current assets: | |
Cash | 1,082 |
Prepaid expenses | |
Total current assets | 1,082 |
Total assets | 1,082 |
Current liabilities: | |
Accounts payable and accrued expenses | 4,242,821 |
Accrued payroll and related expenses | 4,037,298 |
Deferred revenue | 25,000 |
Advances | 122,000 |
Non-convertible notes payable, current portion, net of debt discount of $15,862 and $0, respectively | 1,760,082 |
Derivative liabilities | 4,289,634 |
Convertible notes payable | 3,063,970 |
Total current liabilities | 17,540,805 |
Non-convertible notes payable, net of debt discount of $1,636 and $0, respectively | 128,364 |
Total liabilities | 17,669,169 |
Preferred stock - 10,000,000 shares authorized: | |
Preferred stock - Series X, $0.0001 par value, $20,000 stated value, 100 shares authorized; 26.05 and 16.05 shares issued and outstanding, respectively | |
Preferred stock - Series Y, $0.001 par value, $20,000 stated value, 1,000 shares authorized; 720.515674 and 654.781794 shares issued; 720.515674 and 626.995464 shares outstanding, and 0 and 27.78633 to be issued, respectively | 1 |
Preferred stock - Series Z, $0.001 par value, $20,000 stated value, 500 shares authorized; 500 and 0 shares issued; 0 and 0 shares outstanding, and 500 and 0 to be issued, respectively | 1 |
Common stock, $0.001par value, 1,200,000,000 shares authorized; 499,871,337 and 493,726,405 shares issued and outstanding, respectively | 499,871 |
Common stock to be issued, 906,373,564 and 907,379,814 shares, respectively | 906,374 |
Additional paid in capital | 306,046,151 |
Discount on preferred stock | |
Accumulated deficit | (325,120,486) |
Total stockholders' deficit | (17,668,087) |
Total liabilities and stockholders' deficit | 1,082 |
(As Restated) [Member] | Series C Preferred Stock [Member] | |
Preferred stock - 10,000,000 shares authorized: | |
Preferred stock - Series | 1 |
(As Restated) [Member] | Series A Preferred Stock [Member] | |
Preferred stock - 10,000,000 shares authorized: | |
Preferred stock - Series | |
(As Restated) [Member] | Series B Preferred Stock [Member] | |
Preferred stock - 10,000,000 shares authorized: | |
Preferred stock - Series |
Restatement (Details) - Sched_2
Restatement (Details) - Schedule of balance sheet (Parentheticals) | Sep. 30, 2021$ / sharesshares |
(As Reported) [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 |
Common stock, shares issued | 499,871,337 |
Common stock, shares outstanding | 493,726,405 |
(As Reported) [Member] | Series C Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 1,000 |
Preferred stock, shares issued | 1,000 |
Preferred stock, shares outstanding | 1,000 |
(As Reported) [Member] | Series A Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 6,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
(As Reported) [Member] | Series B Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 2,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Restatement Adjustment [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 |
Common stock, shares issued | 499,871,337 |
Common stock, shares outstanding | 493,726,405 |
Restatement Adjustment [Member] | Series C Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 1,000 |
Preferred stock, shares issued | 1,000 |
Preferred stock, shares outstanding | 1,000 |
Restatement Adjustment [Member] | Series A Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 6,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Restatement Adjustment [Member] | Series B Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 2,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
(As Restated) [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 |
Common stock, shares issued | 499,871,337 |
Common stock, shares outstanding | 493,726,405 |
(As Restated) [Member] | Series C Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 1,000 |
Preferred stock, shares issued | 1,000 |
Preferred stock, shares outstanding | 1,000 |
(As Restated) [Member] | Series A Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 6,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
(As Restated) [Member] | Series B Preferred Stock [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 2,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Restatement (Details) - Sched_3
Restatement (Details) - Schedule of operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
(As Reported) [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenues | $ 54 | $ 1,660 |
Operating Expenses: | ||
Cost of revenues | 297 | |
Advertising | (4,578) | 18,125 |
Payroll and related expense | 66,693 | 225,603 |
Other general and administrative expenses | 333,197 | 953,927 |
Total Operating Expenses | 395,312 | 1,197,952 |
Loss From Operations | (395,258) | (1,196,292) |
Other Income (Expense): | ||
Interest expense | (699,254) | (1,667,413) |
Change in derivative liability for authorized shares shortfall | 2,641,481 | (159,633,797) |
Change in fair value of derivative liabilities | 300,885 | |
Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | 4,332,489 | 179,272,324 |
Gain on forgiveness of debt | 192,521 | |
Gain (loss) on conversion of convertible notes | (880) | |
Total Other Income (Expense) | 6,274,716 | 18,463,640 |
Net Income (Loss) Before Income Taxes | 5,879,458 | 17,267,348 |
Provision for Income Taxes (Benefit) | ||
Net Income (Loss) | 5,879,458 | 17,267,348 |
Deemed dividend resulting from amortization of preferred stock discount | (34,798,923) | |
Deemed dividend from warrant price protection | ||
Net Income (Loss) Available to Common Stockholders | $ 5,879,458 | $ (17,531,575) |
Net Income (Loss) Per Common Share: | ||
Basic (in Dollars per share) | $ (0.01) | |
Diluted (in Dollars per share) | $ (0.01) | |
Weighted Average Common Shares Outstanding: | ||
Basic (in Shares) | 1,406,244,901 | 1,405,511,082 |
Diluted (in Shares) | 1,406,244,901 | 1,405,511,082 |
(As Restated) [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenues | $ 54 | $ 1,660 |
Operating Expenses: | ||
Cost of revenues | 297 | |
Advertising | (4,578) | 18,125 |
Payroll and related expense | 66,693 | 225,603 |
Other general and administrative expenses | 333,197 | 953,927 |
Total Operating Expenses | 395,312 | 1,197,952 |
Loss From Operations | (395,258) | (1,196,292) |
Other Income (Expense): | ||
Interest expense | (1,179,205) | (2,159,564) |
Change in derivative liability for authorized shares shortfall | 2,641,481 | (159,633,797) |
Change in fair value of derivative liabilities | 300,885 | |
Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | (1,590,759) | 173,361,276 |
Gain on forgiveness of debt | 192,521 | |
Gain (loss) on conversion of convertible notes | (880) | |
Total Other Income (Expense) | (128,483) | 12,060,441 |
Net Income (Loss) Before Income Taxes | (523,741) | 10,864,149 |
Provision for Income Taxes (Benefit) | ||
Net Income (Loss) | (523,741) | 10,864,149 |
Deemed dividend resulting from amortization of preferred stock discount | (34,798,923) | |
Deemed dividend from warrant price protection | ||
Net Income (Loss) Available to Common Stockholders | $ (523,741) | $ (23,934,774) |
Net Income (Loss) Per Common Share: | ||
Basic (in Dollars per share) | $ (0.02) | |
Diluted (in Dollars per share) | $ (0.02) | |
Weighted Average Common Shares Outstanding: | ||
Basic (in Shares) | 1,406,244,901 | 1,405,511,082 |
Diluted (in Shares) | 1,406,244,901 | 1,405,511,082 |
Restatement Adjustment [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenues | ||
Operating Expenses: | ||
Cost of revenues | ||
Other Income (Expense): | ||
Interest expense | (479,951) | (492,151) |
Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | (5,923,248) | (5,911,048) |
Gain on forgiveness of debt | ||
Gain (loss) on conversion of convertible notes | ||
Total Other Income (Expense) | (6,403,199) | (6,403,199) |
Net Income (Loss) Before Income Taxes | (6,403,199) | (6,403,199) |
Provision for Income Taxes (Benefit) | ||
Net Income (Loss) | (6,403,199) | (6,403,199) |
Deemed dividend resulting from amortization of preferred stock discount | ||
Deemed dividend from warrant price protection | ||
Net Income (Loss) Available to Common Stockholders | $ (6,403,199) | $ (6,403,199) |
Net Income (Loss) Per Common Share: | ||
Basic (in Dollars per share) | $ (0.01) | |
Diluted (in Dollars per share) | $ (0.01) |
Restatement (Details) - Sched_4
Restatement (Details) - Schedule of cashflows | 9 Months Ended |
Sep. 30, 2021USD ($) | |
As Reported [Member] | |
Cash flows from operating activities: | |
Net income (loss) | $ 17,267,348 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
Change in fair value of derivative liabilities | (300,885) |
Change in derivative liability for authorized shares shortfall | 159,633,797 |
Interest and amortization of debt discount | 1,665,813 |
(Gain) loss on conversion of convertible notes payable | 880 |
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | (179,272,324) |
Gain on forgiveness of debt | (192,521) |
Share-based compensation | 166,855 |
Changes in operating assets and liabilities: | |
Prepaid expenses | 97,132 |
Accounts payable and accrued expenses | 187,022 |
Accrued payroll and related expenses | 173,243 |
Deferred revenue | 25,000 |
Net cash used in operating activities | (548,640) |
Cash flows from financing activities: | |
Bank overdrafts | |
Proceeds from sale of Series X preferred shares | 200,000 |
Proceeds from issuance of convertible notes payable | |
Proceeds from issuance of non-convertible notes payable | 1,515,424 |
Repayment of non-convertible notes payable | (25,000) |
Proceeds from advances | 53,991 |
Repayments of advances | (20,178) |
Cash paid in settlement of debt and warrants | (1,176,000) |
Net cash provided by financing activities | 548,237 |
Net decrease in cash | (403) |
Cash, beginning of period | 1,485 |
Cash, end of period | 1,082 |
Supplemental disclosures of cash flow information: | |
Cash paid during period for interest | 1,600 |
Cash paid during period for taxes | |
Supplemental disclosure of non-cash investing and financing activities: | |
Amortization of discount on preferred stock | 34,798,923 |
Common shares issued upon conversion of convertible notes and accrued interest | 133,002 |
Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants | 1,314,678 |
Issuance of common shares previously to be issued | 1,006 |
Common shares contributed back to the Company and promptly retired | |
Deemed dividend related to warrant price protection | |
Derivative liability recognized as debt discount on newly issued convertible notes | |
Reclassify accrued interest to convertible notes payable | 93,685 |
Reduction of derivative liabilities stemming from settlement of convertible notes payable, accrued interest and warrants in exchange for Series Y preferred shares | 4,834,911 |
Reduction of derivative liabilities stemming from settlement of convertible notes payable and accrued interest and cancelation of common shares and warrants for cash | 169,815,037 |
Series Z preferred shares issued as equity kicker for note payable | 387,262 |
Series Z preferred shares issued as part of settlement agreement | 632,020 |
Expenses paid directly by non-convertible note holder on behalf of company | |
Settlement paid directly by CEO on behalf of company | |
Settlement payment made directly by CEO on behalf of company | |
Restatement Adjustment [Member] | |
Cash flows from operating activities: | |
Net income (loss) | (6,403,199) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
Change in fair value of derivative liabilities | |
Change in derivative liability for authorized shares shortfall | |
Interest and amortization of debt discount | 492,151 |
(Gain) loss on conversion of convertible notes payable | |
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | 5,911,048 |
Gain on forgiveness of debt | |
Share-based compensation | |
Expenses paid directly by non-convertible note holder on behalf of company | 158,371 |
Changes in operating assets and liabilities: | |
Prepaid expenses | |
Accounts payable and accrued expenses | |
Accrued payroll and related expenses | |
Deferred revenue | |
Net cash used in operating activities | 158,371 |
Cash flows from financing activities: | |
Bank overdrafts | |
Proceeds from sale of Series X preferred shares | |
Proceeds from issuance of convertible notes payable | |
Proceeds from issuance of non-convertible notes payable | (1,158,371) |
Repayment of non-convertible notes payable | 25,000 |
Proceeds from advances | (25,000) |
Repayments of advances | |
Cash paid in settlement of debt and warrants | 1,000,000 |
Net cash provided by financing activities | (158,371) |
Net decrease in cash | |
Cash, beginning of period | |
Cash, end of period | |
Supplemental disclosures of cash flow information: | |
Cash paid during period for interest | |
Cash paid during period for taxes | |
Supplemental disclosure of non-cash investing and financing activities: | |
Amortization of discount on preferred stock | |
Common shares issued upon conversion of convertible notes and accrued interest | |
Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants | |
Issuance of common shares previously to be issued | |
Common shares contributed back to the Company and promptly retired | |
Deemed dividend related to warrant price protection | |
Derivative liability recognized as debt discount on newly issued convertible notes | |
Reclassify accrued interest to convertible notes payable | |
Reduction of derivative liabilities stemming from settlement of convertible notes payable, accrued interest and warrants in exchange for Series Y preferred shares | |
Reduction of derivative liabilities stemming from settlement of convertible notes payable and accrued interest and cancelation of common shares and warrants for cash | |
Series Z preferred shares issued as equity kicker for note payable | 479,951 |
Series Z preferred shares issued as part of settlement agreement | 5,898,848 |
Expenses paid directly by non-convertible note holder on behalf of company | 158,371 |
Settlement paid directly by CEO on behalf of company | 1,000,000 |
Settlement payment made directly by CEO on behalf of company | 25,000 |
As Restated [Member] | |
Cash flows from operating activities: | |
Net income (loss) | 10,864,149 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
Change in fair value of derivative liabilities | (300,885) |
Change in derivative liability for authorized shares shortfall | 159,633,797 |
Interest and amortization of debt discount | 2,157,964 |
(Gain) loss on conversion of convertible notes payable | 880 |
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | (173,361,276) |
Gain on forgiveness of debt | (192,521) |
Share-based compensation | 166,855 |
Expenses paid directly by non-convertible note holder on behalf of company | 158,371 |
Changes in operating assets and liabilities: | |
Prepaid expenses | 97,132 |
Accounts payable and accrued expenses | 187,022 |
Accrued payroll and related expenses | 173,243 |
Deferred revenue | 25,000 |
Net cash used in operating activities | (390,269) |
Cash flows from financing activities: | |
Bank overdrafts | |
Proceeds from sale of Series X preferred shares | 200,000 |
Proceeds from issuance of convertible notes payable | |
Proceeds from issuance of non-convertible notes payable | 357,053 |
Repayment of non-convertible notes payable | |
Proceeds from advances | 28,991 |
Repayments of advances | (20,178) |
Cash paid in settlement of debt and warrants | (176,000) |
Net cash provided by financing activities | 389,866 |
Net decrease in cash | (403) |
Cash, beginning of period | 1,485 |
Cash, end of period | 1,082 |
Supplemental disclosures of cash flow information: | |
Cash paid during period for interest | 1,600 |
Cash paid during period for taxes | |
Supplemental disclosure of non-cash investing and financing activities: | |
Amortization of discount on preferred stock | 34,798,923 |
Common shares issued upon conversion of convertible notes and accrued interest | 133,002 |
Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants | 1,314,678 |
Issuance of common shares previously to be issued | 1,006 |
Common shares contributed back to the Company and promptly retired | |
Deemed dividend related to warrant price protection | |
Derivative liability recognized as debt discount on newly issued convertible notes | |
Reclassify accrued interest to convertible notes payable | 93,685 |
Reduction of derivative liabilities stemming from settlement of convertible notes payable, accrued interest and warrants in exchange for Series Y preferred shares | 4,834,911 |
Reduction of derivative liabilities stemming from settlement of convertible notes payable and accrued interest and cancelation of common shares and warrants for cash | 169,815,037 |
Series Z preferred shares issued as equity kicker for note payable | 867,213 |
Series Z preferred shares issued as part of settlement agreement | 6,530,868 |
Expenses paid directly by non-convertible note holder on behalf of company | 158,371 |
Settlement paid directly by CEO on behalf of company | 1,000,000 |
Settlement payment made directly by CEO on behalf of company | $ 25,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of potentially dilutive securities excluded from the computation of basic and diluted net loss per share - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of potentially dilutive securities excluded from the computation of basic and diluted net loss per share [Abstract] | ||||
Shares of common stock issuable upon conversion of convertible notes | 226,347,786 | 2,562,481,459 | 3,697,833,022 | |
Options to purchase shares of common stock | 27,621,765 | 27,621,765 | 27,621,765 | 27,621,765 |
Warrants to purchase shares of common stock | 11,575,000 | 12,015,002 | 2,521,077,555 | 3,342,376,365 |
Shares of common stock issuable upon conversion of preferred stock | 7,817,778,624 | 1,000,000 | 6,709,317,940 | |
Total potentially dilutive shares | 8,083,323,175 | 40,636,767 | 11,820,498,719 | 7,067,831,152 |
Property and Equipment (Detai_3
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Subtotal | $ 23,987 | $ 23,987 | $ 23,987 |
Less accumulated depreciation | (23,987) | (23,987) | (23,987) |
Property and equipment, net | |||
Computers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Subtotal | 6,366 | 6,366 | 6,366 |
Office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Subtotal | $ 17,621 | $ 17,621 | $ 17,621 |
Derivative Liabilities and Fa_6
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements [Line Items] | |||
Derivative liabilities | $ 4,289,634 | $ 25,475,514 | $ 20,236,870 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements [Line Items] | |||
Derivative liabilities | |||
Significant Other Observable Inputs (Level 2) [Member] | |||
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements [Line Items] | |||
Derivative liabilities | |||
Significant Unobservable Inputs (Level 3) [Member] | |||
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of fair value on a recurring basis in the accompanying financial statements [Line Items] | |||
Derivative liabilities | $ 4,289,634 | $ 25,475,514 | $ 20,236,870 |
Derivative Liabilities and Fa_7
Derivative Liabilities and Fair Value Measurements (Details) - Schedule of changes in fair value of the company's level 3 financial liabilities - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of changes in fair value of the company's level 3 financial liabilities [Abstract] | |||
Balance, Beginning | $ 25,475,514 | ||
Transfers out due to conversions of convertible notes, accrued interest and warrants into shares of Series Y preferred stock | (4,834,911) | $ 573,230 | $ 686,059 |
Transfers out due to conversions of convertible notes and accrued interest into shares of common stock | (118,778) | (278,545) | (56,142) |
Transfers out due to cash payments made pursuant to settlement agreements | (175,565,103) | 170,319,590 | 18,921,538 |
Change in derivative liability due to authorized shares shortfall | 159,633,797 | 451,351 | $ 685,415 |
Mark to market to September 30, 2021 | (300,885) | ||
Balance, Ending | 4,289,634 | 25,475,514 | |
Gain on change in derivative liabilities for the nine months ended September 30, 2021 | $ 300,885 | $ (451,351) |
Warrants (Details) - Schedule_3
Warrants (Details) - Schedule of warrant activity - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants (Details) - Schedule of warrant activity [Line Items] | |||
Shares, Outstanding, Beginning | 2,521,077,555 | 3,342,376,365 | 74,910,002 |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 0.00109 | ||
Weighted-Average Remaining Contractual Term, Outstanding, Beginning | 2 years 14 days | ||
Aggregate Intrinsic Value, Outstanding, Beginning | $ 14,804,944 | ||
Shares, Granted | 13,943,650,911 | 3,321,040,292 | |
Weighted-Average Exercise Price, Granted | $ 0.0004 | $ 0.00064 | |
Shares, Exercised | (15,367,659) | ||
Weighted-Average Exercise Price, Exercised | $ 0.06 | ||
Shares, Expired/Canceled | (2,509,502,555) | ||
Weighted-Average Exercise Price, Expired/Canceled | $ 0.0005 | ||
Shares, Outstanding, Ending | 11,575,000 | 2,521,077,555 | 3,342,376,365 |
Weighted-Average Exercise Price, Outstanding, Ending | $ 0.12927 | $ 0.00109 | |
Weighted-Average Remaining Contractual Term, Outstanding, Ending | 1 year 2 months 1 day | 2 years 14 days | 2 years 11 months 15 days |
Aggregate Intrinsic Value, Outstanding, Ending | $ 9,200 | $ 14,804,944 | |
Shares, Exercisable | 11,575,000 | ||
Weighted-Average Exercise Price, Exercisable | $ 0.12927 | $ 0.00109 | |
Weighted-Average Remaining Contractual Term, Exercisable | 1 year 2 months 1 day | 2 years 14 days | |
Aggregate Intrinsic Value, Exercisable | $ 9,200 | $ 14,804,944 |
Warrants (Details) - Schedule_4
Warrants (Details) - Schedule of warrants outstanding and exercisable | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 11,575,000 |
Weighted Avg. Remaining Life | 1 year 2 months 1 day |
Warrants Exercisable | 11,575,000 |
$0.0004 – 0.20 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 11,450,000 |
Weighted Avg. Remaining Life | 1 year 2 months 1 day |
Warrants Exercisable | 11,450,000 |
$0.0004 – 0.20 [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price, Minimum (in Dollars per share) | $ / shares | $ 0.0004 |
$0.0004 – 0.20 [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price, Minimum (in Dollars per share) | $ / shares | 0.2 |
0.40 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price, Maximum (in Dollars per share) | $ / shares | $ 0.4 |
Warrants Outstanding | 125,000 |
Weighted Avg. Remaining Life | 1 year 3 months |
Warrants Exercisable | 125,000 |
Stock Options (Details) - Sch_4
Stock Options (Details) - Schedule of share-based payment arrangement, option, activity - Stock Options [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options (Details) - Schedule of share-based payment arrangement, option, activity [Line Items] | |||
Shares, Outstanding, Beginning | 27,621,765 | 27,371,765 | |
Weighted-Average Exercise Price, Outstanding, Beginning (in Dollars per share) | $ 0.49 | $ 0.5 | |
Weighted- Average Remaining Contractual Term, Beginning | 6 years 7 months 2 days | 8 years 5 months 1 day | |
Aggregate Intrinsic Value, Outstanding, Beginning (in Dollars) | |||
Shares, Grants | 250,000 | ||
Shares, Exercised | |||
Shares, Expired/Canceled | |||
Shares, Outstanding, Ending | 27,621,765 | 27,621,765 | 27,621,765 |
Weighted-Average Exercise Price, Outstanding, Ending (in Dollars per share) | $ 0.49 | ||
Weighted- Average Remaining Contractual Term, Ending | 5 years 8 months 26 days | 6 years 5 months 26 days | 7 years 5 months 26 days |
Aggregate Intrinsic Value, Outstanding, Ending (in Dollars) | |||
Shares, Exercisable | 27,621,765 | 27,621,765 | |
Weighted-Average Exercise Price, Exercisable (in Dollars per share) | $ 0.49 | $ 0.49 | |
Weighted- Average Remaining Contractual Term, Exercisable | 5 years 8 months 26 days | 6 years 5 months 26 days | |
Aggregate Intrinsic Value, Exercisable (in Dollars) |
Stock Options (Details) - Sch_5
Stock Options (Details) - Schedule of stock options outstanding and exercisable - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options | 27,621,765 |
Remaining Life In Years | 5 years 8 months 26 days |
Number of Options Exercisable | 27,621,765 |
0.01 - 0.25 [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options | 13,306,786 |
Remaining Life In Years | 6 years 6 months 3 days |
Number of Options Exercisable | 13,306,786 |
0.01 - 0.25 [Member] | Minimum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.01 |
0.01 - 0.25 [Member] | Maximum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.25 |
0.26 - 0.50 [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options | 1,939,631 |
Remaining Life In Years | 5 years 6 months 3 days |
Number of Options Exercisable | 1,939,631 |
0.26 - 0.50 [Member] | Minimum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.26 |
0.26 - 0.50 [Member] | Maximum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.5 |
0.51 – 0.75 [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options | 1,820,112 |
Remaining Life In Years | 4 years 11 months 4 days |
Number of Options Exercisable | 1,820,112 |
0.51 – 0.75 [Member] | Minimum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.51 |
0.51 – 0.75 [Member] | Maximum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.75 |
0.76 - 1.00 [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options | 9,926,072 |
Remaining Life In Years | 4 years 11 months 15 days |
Number of Options Exercisable | 9,926,072 |
0.76 - 1.00 [Member] | Minimum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.76 |
0.76 - 1.00 [Member] | Maximum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 1 |
1.01 - 2.00 [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options | 629,164 |
Remaining Life In Years | 4 years 10 months 6 days |
Number of Options Exercisable | 629,164 |
1.01 - 2.00 [Member] | Minimum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 1.01 |
1.01 - 2.00 [Member] | Maximum [Member] | |
Stock Options (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 2 |