Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 01, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | 12 Retech Corp | ||
Entity Central Index Key | 0001627611 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 5,593,994,474 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 11,784 | $ 118,860 |
Accounts receivable | 3,108 | 131,605 |
Inventory | 177,172 | 241,987 |
Prepaid expenses | 12,920 | 7,600 |
Total Current Assets | 204,984 | 500,051 |
Fixed assets, net | 88,228 | 348,396 |
ROU Asset | 52,671 | 303,071 |
Other Asset | 179,100 | |
Security deposit | 241,250 | 60,824 |
TOTAL ASSETS | 587,133 | 1,391,442 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 3,187,592 | 2,167,496 |
Due to stockholders | 383,753 | 384,091 |
Related Party Notes payable, net of discounts | 31,000 | 346,000 |
Convertible notes payable, net of discounts | 1,268,647 | 1,308,092 |
Derivative liabilities | 23,798,240 | 5,359,442 |
General default reserve | 2,278,648 | 1,769,791 |
Notes payable, net of discounts | 35,000 | |
Lease liability | 52,671 | 245,207 |
Bank loans | 249,937 | 233,250 |
Merchant cash advances, net of discounts | 409,892 | 472,829 |
Total Current Liabilities | 31,695,379 | 12,286,198 |
Lease Liability | 59,372 | |
SBA and PPP Loans | 620,182 | |
Total Long - Term Liabilities | 620,182 | 59,372 |
Total Liabilities | 32,315,561 | 12,345,570 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Common stock: 8,000,000,000 authorized, $0.00001 par value; 1,177,103,618 and 36,935,303 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 11,768 | 369 |
Additional paid-in capital | 9,282,228 | 8,341,811 |
Minority interest | (634,297) | (412,753) |
Accumulated other comprehensive income | (1,493) | (2,455) |
Accumulated deficit | (44,475,900) | (22,756,345) |
Total Stockholders' Deficit | (34,780,225) | (13,791,904) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 587,133 | 1,391,442 |
Series B Preferred Stock [Member] | ||
Preferred Stock | ||
Total Preferred Stock | 170,400 | 121,000 |
Series D-1 Preferred Stock [Member] | ||
Preferred Stock | ||
Total Preferred Stock | ||
Series D-2 Preferred Stock [Member] | ||
Preferred Stock | ||
Total Preferred Stock | 2,607,162 | 2,442,542 |
Series D-3 Preferred Stock [Member] | ||
Preferred Stock | ||
Total Preferred Stock | 274,234 | 274,234 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock: 50,000,000 authorized; $0.00001 par value: | 93 | 92 |
Total Stockholders' Deficit | 92 | 92 |
Series C Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock: 50,000,000 authorized; $0.00001 par value: | 1 | 1 |
Total Stockholders' Deficit | 1 | 1 |
Series D-5 Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock: 50,000,000 authorized; $0.00001 par value: | 513,976 | 513,976 |
Series D-6 Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock: 50,000,000 authorized; $0.00001 par value: | $ 523,400 | $ 523,400 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 8,000,000,000 | 8,000,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares issued | 1,177,103,618 | 36,935,303 |
Common stock, shares outstanding | 1,177,103,618 | 36,935,303 |
Series B Preferred Stock [Member] | ||
Temporary equity, shares designated | 1,000,000 | 1,000,000 |
Temporary equity, par value | $ 0.00001 | $ 0.00001 |
Temporary equity, stated value | $ 1 | $ 1 |
Temporary equity, shares issued | 170,400 | 121,000 |
Temporary equity, shares outstanding | 170,400 | 121,000 |
Temporary equity, liquidation preference | $ 170,400 | $ 170,400 |
Series D-1 Preferred Stock [Member] | ||
Temporary equity, shares designated | 500,000 | 500,000 |
Temporary equity, par value | $ 0.00001 | $ 0.00001 |
Temporary equity, stated value | $ 2 | $ 2 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, liquidation preference | $ 0 | $ 0 |
Series D-2 Preferred Stock [Member] | ||
Temporary equity, shares designated | 2,500,000 | 2,500,000 |
Temporary equity, par value | $ 0.00001 | $ 0.00001 |
Temporary equity, stated value | $ 2 | $ 2 |
Temporary equity, shares issued | 912,368 | 935,368 |
Temporary equity, shares outstanding | 912,368 | 935,368 |
Temporary equity, liquidation preference | $ 2,607,162 | $ 2,607,162 |
Series D-3 Preferred Stock [Member] | ||
Temporary equity, shares designated | 500,000 | 500,000 |
Temporary equity, par value | $ 0.00001 | $ 0.00001 |
Temporary equity, stated value | $ 5 | $ 5 |
Temporary equity, shares issued | 54,840 | 54,840 |
Temporary equity, shares outstanding | 54,840 | 54,840 |
Temporary equity, liquidation preference | $ 274,234 | $ 274,234 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 9,197,566 | 9,183,816 |
Preferred stock, shares outstanding | 9,197,566 | 9,183,816 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2 | 2 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Series D-5 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 128,494 | 128,494 |
Preferred stock, shares outstanding | 128,494 | 128,494 |
Series D-6 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, stated value | $ 5 | $ 5 |
Preferred stock, shares issued | 104,680 | 104,680 |
Preferred stock, shares outstanding | 104,680 | 104,680 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 721,312 | $ 1,628,607 |
Cost of revenue | 385,236 | 1,122,086 |
Gross Profit | 336,076 | 506,521 |
Operating Expenses | ||
General and administrative | 1,762,856 | 2,124,372 |
Professional fees | 683,251 | 1,225,699 |
Depreciation and amortization | 439,269 | 99,107 |
Total Operating Expenses | 2,885,376 | 3,449,178 |
Loss from operations | (2,549,300) | (2,942,657) |
Other Expense | ||
Other income | 431,937 | 1,023,965 |
Reserve Expense | (491,897) | (2,139,961) |
Interest expense | (471,579) | (8,995,066) |
Gain/loss on derivative liability | (18,860,260) | 3,524,861 |
Net Other Expense | (19,391,799) | (9,204,291) |
Net Loss | (21,513,334) | (12,150,698) |
Other comprehensive income- foreign currency translation adjustment | 962 | (3,750) |
Comprehensive Loss | (21,940,137) | (12,150,698) |
Minority Interest | (221,544) | (571,506) |
Net Loss to 12 ReTech Corporation | $ (21,718,593) | $ (11,579,192) |
Net Loss Per Common Share: Basic and Diluted | $ (0.03) | $ (0.45) |
Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 641,140,917 | 26,837,252 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Deficit - USD ($) | Series A Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D-5 Preferred Stock [Member] | Series D-6 Preferred Stock [Member] | Common Stock [Member] | Paid-in Capital [Member] | Minority Interest [Member] | Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 65 | $ 1 | $ 65 | $ 5,336,977 | $ 1,295 | $ (11,180,903) | $ (5,842,500) | |||
Balance, shares at Dec. 31, 2018 | 6,500,000 | 1 | 6,542,520 | |||||||
Common stock issued for conversion of notes payable and accrued interest | $ 178 | 251,344 | 251,522 | |||||||
Common stock issued for conversion of notes payable and accrued interest, shares | 17,803,260 | |||||||||
Common stock issued for Preferred Shares conversion | $ 127 | 357,102 | 357,229 | |||||||
Common stock issued for Preferred Shares conversion, shares | 12,652,023 | |||||||||
Preferred Stock issued with acquisition | $ 5 | $ 480,352 | $ 488,000 | 199,995 | 158,753 | 1,327,105 | ||||
Preferred Stock issued with acquisition, shares | 500,000 | 120,088 | 97,600 | |||||||
Preferred Stock issued for services | $ 1 | 62,999 | $ 63,000 | |||||||
Preferred Stock issued for services, shares | 114,165 | 114,165 | ||||||||
Series D-2 shares exchanged for common stock | $ (1) | (523,438) | $ (523,439) | |||||||
Series D-2 shares exchanged for common stock, shares | (62,500) | |||||||||
Exchange Series A preferred stock for related party and third party liabilities | $ 19 | 1,154,572 | 1,154,591 | |||||||
Exchange Series A preferred stock for related party and third party liabilities, shares | 1,915,151 | |||||||||
Relief of derivative through conversion and issuance of preferred stock derivatives | 1,427,533 | 1,427,533 | ||||||||
Preferred shares issued for compensation | $ 2 | $ 33,624 | $ 35,400 | 40,245 | 109,271 | |||||
Preferred shares issued for compensation, shares | 154,500 | 8,406 | 7,080 | |||||||
Dividends and Paid in Capital | 34,482 | 34,482 | ||||||||
Net loss | (571,506) | (3,750) | (11,575,442) | (12,150,698) | ||||||
Balance at Dec. 31, 2019 | $ 92 | $ 1 | $ 513,976 | $ 523,400 | $ 369 | 8,341,811 | (412,753) | (2,455) | (22,756,345) | (13,791,904) |
Balance, shares at Dec. 31, 2019 | 9,183,816 | 1 | 128,494 | 104,680 | 36,935,303 | |||||
Common stock issued for conversion of notes payable and accrued interest | $ 7,850 | 111,124 | 118,974 | |||||||
Common stock issued for conversion of notes payable and accrued interest, shares | 785,026,210 | |||||||||
Common stock issued for Preferred Shares conversion | $ 3,550 | 42,448 | 45,998 | |||||||
Common stock issued for Preferred Shares conversion, shares | 355,142,105 | |||||||||
Series D-2 shares exchanged for common stock | ||||||||||
Series D-2 shares exchanged for common stock, shares | ||||||||||
Relief of derivative through conversion and issuance of preferred stock derivatives | ||||||||||
Preferred shares issued for compensation | ||||||||||
Preferred shares issued for compensation, shares | ||||||||||
Dividends and Paid in Capital | 354,990 | 354,990 | ||||||||
Preferred shares issued for Cash | 5,051 | 5,051 | ||||||||
Preferred shares issued for Cash, shares | 13,750 | |||||||||
Net loss | 426,803 | (221,543) | 962 | (21,719,555) | (21,513,334) | |||||
Balance at Dec. 31, 2020 | $ 92 | $ 1 | $ 513,976 | $ 523,400 | $ 11,770 | $ 9,282,228 | $ (634,296) | $ (1,493) | $ (44,475,900) | $ (34,780,225) |
Balance, shares at Dec. 31, 2020 | 9,197,566 | 1 | 128,494 | 104,680 | 1,177,103,618 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (21,513,334) | $ (12,150,698) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 439,269 | 99,107 |
Stock based compensation | 207,271 | |
Amortization of debt discount | 4,460 | 1,068,669 |
Impairment of goodwill | 1,971,677 | |
Increase in notes payable and Series D-2 for defaults | 491,897 | 2,139,961 |
Accrual of dividends on preferred stock | 41,243 | 201,636 |
Impairment of software development cost | 513,601 | |
Gain/loss on derivative liability and additional interest expense recorded on issuance | 18,860,260 | (3,524,861) |
Loss on exchange and issuance of preferred stock | 109,080 | 674,644 |
Excess fair market value of common shares over liabilities settled | 196,713 | |
Relief of notes payable and other liabilities through rescindment of emotion acquisition | (163,805) | |
Accounts receivable | 128,497 | (40,474) |
Prepaid Expenses | (5,320) | (2,716) |
Inventory | 64,815 | 49,141 |
Other current assets | 179,100 | 114,119 |
Lease liability | (1,508) | 1,508 |
Security deposit | 11,913 | |
Accounts payable and accrued liabilities | 1,020,096 | 509,541 |
Net Cash Provided By (Used in) Operating Activities | (609,211) | (1,069,580) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | 399 | (16,146) |
Cash received from acquisition | 67,872 | |
Cash paid on acquisition | (79,937) | |
Software development costs | (142,483) | |
Security deposit | (180,426) | |
Net Cash Used in Investing Activities | (180,027) | (170,694) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds (repayments) from stockholders | (338) | 29,646 |
Proceeds from convertible notes payable and notes payable | 60,000 | 539,915 |
Repayment of convertible notes payable | (99,684) | |
Proceeds from preferred and common stock | 5,000 | 131,000 |
Proceeds from related party notes payable | 331,000 | |
Proceeds from SBA and PPP loans | 620,182 | |
Proceeds on merchant financing | 566,000 | |
Payments on merchant financing | (62,937) | (170,244) |
Proceeds from bank loans | 16,687 | |
Net Cash Provided by Financing Activities | 658,593 | 1,497,877 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | (962) | (3,750) |
Net decrease in cash and cash equivalents | (130,644) | 84,889 |
Cash and cash equivalents, beginning of period | 118,860 | 37,721 |
Cash and cash equivalents, end of period | 11,784 | 118,860 |
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash transactions: | ||
Discounts on convertible notes payable | 539,915 | |
Conversions of convertible notes payable, accrued interest and derivatives | 120,300 | 1,072,707 |
Reduction of APIC related to derivative recorded on Preferred Stock in equity | 428,735 | 582,824 |
Preferred stock issued for acquisitions | 1,327,105 | |
Conversion of Series B and D-2 preferred stock into common stock | 45,300 | 357,229 |
Issuance of Series D-2 for accounts payable | 200,000 | |
Issuance of Sereis A for liabilities and related party payables | 1,154,491 | |
Net liabilities acquired from Emotion acquisition | 734,388 | |
Exchange of common and preferred stock for different series | $ 53,439 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | NOTE 1. NATURE OF BUSINESS 12 ReTech Corporation is a holding company with subsidiaries that develop, sell, and install software that we believe enhance the shopping experience for shoppers and retailers. As a holding company we also acquire synergistic operating companies that manufacture and sell fashion and other products to other retailers as well as selling these products online. In October 2019, we acquired retail stores in airport terminals and casinos solidifying us as a true Omni-Channel retailer. Owning our own brick and mortar stores will allow us to deploy our cutting-edge software and Apps in the United States, to demonstrate its effectiveness at attracting shoppers and inducing them to purchase. In our own stores, we plan to test in real time new software products which should delight consumers and generate incremental revenues and profits for our stores. If we can show incremental revenues and profits for ourselves, we believe that other retailers may follow our example and deploy our software solutions themselves. With the intended future launch of our social shopping app which is in development in 2021 (see subsequent events) we intend to associate with other retailers on a new shopping platform that will benefit both consumers and retailers in new and exciting ways. During the 4th quarter 2019 and continuing in the first quarter 2020, amid the effects of the pandemic created by COVID-19, the Company chose to consolidate its operations around three operating entities; 12 Tech, Inc., formed in Arizona on December 26, 2019 (“12 Tech”) and 12 Retail Corporation, formed on September 17th, 2017 (“12 Retail”), and the 12 Fashion Group, Inc formed on June 26, 2020. 12 Retail operates its own retail outlet(s) as well as those of Bluwire Group, LLC (“Bluwire”) that operates retail stores in airports (mainly in international terminals) and casinos. Because of their locations mainly in international terminals of airports, all Bluwire Company owned stores and all but one royalty store remains closed due to Covid-19. 12 Retail will also serve to demonstrate the effectiveness of the software technology created by 12 Tech in improving revenues and profits for retailers, as well as providing access to other retailers through our soon to be launched social shopping app and through our wholesale fashion business relationships. 12 Fashion Group, Inc an Arizona Corporation, was formed on June 26, 2020, and it operates our fashion wholesale and direct to consumer brands including Rune NYC, Social Sunday, and Red Wire Design, as well as consolidating remaining operations from our other smaller fashion acquisitions. Today, 12 Tech aims to provide technology solutions both online and inside retail brick and mortar that helps retailers acquire customers, reduce overhead expenses, streamline operations, and gain incremental revenues and profits. Existing 12 Tech solutions are deployed mainly in Asia. We are planning to deploy our solutions in the United States retail markets, which serve the world’s largest consumer economy. While we continue to operate in Asia, we have consolidated our international units, which were focused on our technology deployment (“12 Japan” and “12 Europe”), and consolidated our software development company 12 Hong Kong, Ltd (“12 HK”), under 12 Tech to further streamline our own operations. Reverse Stock Split and increase in authorized shares On October 18, 2019, the Company completed a 100-for-1 reverse common stock split reducing the outstanding common shares to 25,410,391. Upon the stock split, the Company’s authorized common shares of 8,000,000,000 did not change. The reverse split has been retroactively applied to share amounts in these consolidated financial statements. As a subsequent event, as of May 18, 2021 the authorized was increased to 20,000,000,000 shares of common stock. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2. GOING CONCERN The Company accounts for going concern matters under the guidance of ASU 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern These financial statements have been prepared on a going concern basis which assumes the Company will continue to realize it assets and discharge its liabilities in the normal course of business. As of December 31, 2020, the Company has incurred losses totaling $44,475,900 since inception, has not yet generated significant revenue from its operations, and will require additional funds to maintain our operations. As of December 31, 2020, the Company had a working capital deficit of $31,490,395. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months through continued financial support from its shareholders, the issuance of debt securities and private placements of common stock. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”) and presented in US dollars. The fiscal year end is December 31. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries 12HK, 12JP, 12EU. 12 Retail, Rune NYC, LLC (“Rune”), Red Wire Group, LLC (“RWG”), Bluwire Group, LLC (“Bluwire”), Social Decay LLC dba Social Sunday (“Social Sunday”) and Emotion Fashion Group which included Emotion Apparel, Inc., Lexi Luu Designs, Inc., Punkz Gear, Skipjack Dive and Dance Wear, Inc. and Cleo VII, Inc. All inter-company accounts and transactions have been eliminated on consolidation. We currently have no investments accounted for using the equity or cost methods of accounting. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, stock-based compensation, derivate instruments, accounting for preferred stock, and the valuation of acquired assets and liabilities. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $11,784 and $118,860 in cash and cash equivalents as at December 31, 2020 and 2019, respectively. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Revenue Recognition Under Financial Accounting Standards Board (“FASB”) Topic 606, “Revenue from Contacts with Customers” (“ASC 606”), the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company’s revenue consists primarily of product sales from our retail stores operating in airport terminals and casinos. Revenue for retail customers is recognized upon completion of the transaction in the point-of-sale system and satisfaction of the sale by providing the corresponding inventory at the retail location. Revenue is recognized upon transfer of control of promised products to customers, generally as risk of loss pass, in an amount that reflects the consideration the Company expects to receive in exchange for those products. Shipping and handling costs are expensed as incurred and are included in cost of revenue. Sales taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The Company earns ancillary revenue including royalty payments and software licensing fees. Business Combinations The Company accounts for all business combinations in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), using the acquisition method of accounting. Under this method, assets and liabilities, including any non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, may be made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period would be recorded as income. Results of operations of the acquired entity are included in the Company’s results from operations from the date of the acquisition onward and include amortization expense arising from acquired assets. The Company expenses all costs as incurred related to an acquisition in the consolidated statements of operations. Accounts Receivable The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of December 31, 2020 and 2019, the Company did not have an allowance for doubtful accounts. Inventory Inventories, consisting of a computer application, a mirror with a computer screen and touch monitor, are primarily accounted for using the first-in-first-out (“FIFO”) method and are valued at the lower of cost or market value. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future market needs. Items determined to be obsolete are reserved for. As of December 31, 2020, all inventory on hand is pursuant to our Bluwire and Rune acquisitions (see Note 4). Fixed Assets Fixed assets are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the term of the related lease or the estimated useful life of the asset. The useful lives are as follows: Office equipment 3 years Furniture and equipment 6 years Computer 4 years Technical equipment 3.3 years Maintenance and repairs are charged to operations as incurred. Expenditures that substantially increase the useful lives of the related assets are capitalized. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place. Software Development Costs Under ASC 350-40, capitalized costs related to the software under development are treated as an asset until the development is completed and the software is available for licensure under a software-as-a-service (“SaaS”) arrangement. Periodically, management reviews its capitalized costs to determine if they are properly valued or should they be impaired. During the year ended December 31, 2019, the Company fully impaired $513,601 in development costs for its 12 Technology suite and 12 Sconti APP, which is included in other expenses in the consolidated statements of operations. Goodwill Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Impairment of Long-Lived Assets The Company reviews its long-lived assets (property and equipment) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. Goodwill is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. The Company accounts for the impairment of goodwill under the provisions of ASU 2011-08 (“ASU 2011-08”), “Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” ASU 2011-08 updated the guidance on the periodic testing of goodwill for impairment. The updated guidance gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company performs impairment testing for goodwill using a three-step approach. Step “zero” of the annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step “one” of the quantitative impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required. Step “one” of the quantitative impairment test compares the net assets of the of the relevant reporting entity to its carrying value. Step “two” of the quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying amount of goodwill. As of December 31, 2019, the Company performed its annual impairment test on all reporting units and determined that each unit had indicating factors of impairment due to failure to meet respective sales projections. As a result, the Company fully impaired the goodwill from each 2019 acquisition as follows: Redwire $ 480,381 Rune 394,440 Bluwire 623,072 Social Decay 473,784 $ 1,971,677 The impairment expense is included in other expense in the consolidated statements of operations. As of December 31, 2020, the company had fully amortized all remaining long-term assets and intellectual property during 2020. As a result, there were no longer any assets to impair as of December 31, 2020. Convertible Debt and Convertible Preferred Stock When the Company issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity, and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815, Derivatives and Hedging. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations. If a conversion feature does not meet the conditions to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion feature is “beneficial”. A conversion feature would be considered beneficial if the conversion feature is “in the money” when the host instrument is issued or, under certain circumstances, later. If convertible debt contains a beneficial conversion feature (“BCF”), the amount of the amount of the proceeds allocated to the BCF reduces the balance of the convertible debt, creating a discount which is amortized over the debt’s term to interest expense in the consolidated statements of operations. When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred stock is immediately exercisable, the discount is fully amortized at the date of issuance. The amortization is recorded similar to a dividend. Financial Instruments and Fair Value Measurements The Company’s financial instruments consist primarily of cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued liabilities, convertible notes payable and due to stockholders. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Observable inputs are based on market data obtained from sources independent of the Company. Unobservable inputs reflect our own assumptions based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels, defined as follows: Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Level 2 — Inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. Unobservable inputs for the asset or liability that reflect management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability as of the reporting date. The Company carries certain derivative financial instruments using inputs classified as Level 3 in the fair value hierarchy on the Company’s consolidated balance sheets. Refer to Note 11 for detail on the derivative liability. Further, the Company determined that the certain notes should be measured and carried at fair value in the consolidated financial statements according to ASC 480, as they are settleable in a variable number of shares based on a fixed monetary amount known at inception. Stock-Based Compensation ASC 718, “Compensation - Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. At December 31, 2020 and 2019, the Company recognized a full valuation allowance against the recorded deferred tax assets. Net Loss per Share The Company follows ASC 260, “Earnings per Share” Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the years ended December 31, 2020 and 2019, potentially dilutive common shares consist of common stock issuable upon the conversion of convertible notes payable, Series A Preferred Stock, Series B Preferred Stock, Series D-2 Preferred Stock, Series D-3 Preferred Stock, Series D-5 Preferred Stock and Series D-6 Preferred Stock (using the if converted method). All potentially dilutive securities were excluded from the computation of diluted weighted average number of shares of common stock outstanding as they would have had an anti-dilutive impact. Discontinued Operations In accordance with ASU 2014-08, the Company considers discontinued operations a disposal of a component that represents a strategic shift or will have a major effect on an entity’s operations and financial results. Foreign Currency Translation The accompanying financial statements are presented in U.S. dollars (“USD”), the reporting currency. The functional currencies of the Company’s foreign operations are the Hong Kong Dollar (“HKD”), Japanese Yen (“JPY”), and Swiss Franc (“CHF”). In accordance with ASC 830, “Foreign Currency Matters”, Comprehensive Income ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the condensed consolidated financial statements. During the years ended December 31, 2020 and 2019, the Company’s only component of comprehensive income was foreign currency translation adjustments. Contingencies The Company follows ASC 450-20, “Loss Contingencies” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no loss contingencies as of December 31, 2020 and 2019. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of America. The core principle of this ASU is that revenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and assets recognized for costs incurred to obtain or fulfill a contract. ASU 2014-09 was scheduled to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,” which deferred the effective date of ASU 2014-09 by one year and allowed entities to early adopt, but no earlier than the original effective date. ASU 2014-09 is now effective for public business entities for the annual reporting period beginning January 1, 2018. This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” which clarifies certain aspects of the guidance, including assessment of collectability, treatment of sales taxes and contract modifications, and providing certain technical corrections. The effective date and transition requirements of ASU 2016-12 are the same as those for ASU 2014-09. The Company adopted the new guidance as of January 1, 2018. The Company has evaluated the new guidance and the adoption did not have a significant impact on the Company’s financial statements and a cumulative effect adjustment under the modified retrospective method of adoption will not be necessary. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes existing guidance on accounting for leases in “Leases (Topic 840).” The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company evaluated the effects of adopting ASU 2016-02 on its consolidated financial statements and determined the amount of lease assets and liabilities which was associated with the Bluwire leases. As such, the company recognized a lease asset of $303,071 and short- term lease liability of $245,207 and long- term lease liability of $59,372 in 2019. The company recognized a lease asset of $52,671 and short- term lease liability of $52,671and long- term lease liability of zero in 2020.The other leases do not have significant impact on the Company’s consolidated financial statements as of the date of the filing of this report. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company adopted this standard as of January 1, 2019 and it did not have any material impact on its consolidated financial statements. Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 4 – ACQUISITIONS Acquisitions Red Wire Group, LLC On February 19, 2019, the Company completed the acquisition of Red Wire Group, LLC. (“RWG”) a Utah limited liability company, pursuant to a share exchange agreement whereby the Company exchanged shares of the Company’s Series D-5 and Series D-6 Preferred Stock for 100% of the outstanding equity of RWG. Pursuant to the terms of the exchange agreement, the Company acquired (i) 75% of the membership interests of RWG in exchange for 54,000 shares of the Company’s Series D-6 Preferred Stock (stated value of $5.00 per share), and (ii) the remaining 25% of the membership interests of RWG in exchange for 37,500 shares of the Company’s Series D-5 Preferred Stock (stated value of $4.00 per share). The total purchase consideration for the RWG acquisition was $450,000, including the fair value of D-5 and D-6 Preferred Stock of $420,000 and $30,000 in cash. The RWG acquisition was accounted for as a business combination in accordance with ASC 805. The Company has determined preliminary fair values of the assets acquired and liabilities assumed. These values are subject to change as we perform additional reviews of our assumptions utilized. The following table summarizes the provisional purchase price allocations relating to the RWG acquisition: Preliminary Purchase Price Allocation Cash and cash equivalents $ 10 Inventory 48,000 Fixed assets, net 58,110 Goodwill 480,381 Accounts payable and accrued liabilities (136,501 ) Net assets acquired $ 450,000 The fixed assets acquired are being depreciated over their estimated useful lives of 5 years. As of December 31, 2019, the Company determined, based on various qualitative and quantitative factors, that the acquired goodwill had indicators of impairment and therefore recorded a full impairment charge of $480,381. RWG’s results of operations have been included in the Company’s operating results for the period from February 1, 2019. RWG contributed revenues of $594,735 for the year ended December 31, 2019. The results of RWG for 2020 is consolidated along with the revenues of the other 12 Retail subsidiaries. On March 6, 2020, Red Wire Group filed for bankruptcy under Chapter 11 subsection V on March 6, 2020, and the case in ongoing. The Company has funded the initial costs, as well as some ongoing storage costs for RedWire Group equipment. The Company plans to liquidate the equipment and some other assets to pay creditors. This Chapter 11 was converted by the Court to a Chapter 7 and discharged. Rune NYC, LLC Effective March 14, 2019, the Company completed the acquisition of Rune NYC, LLC (“Rune”), a New York limited liability company, pursuant to a share exchange agreement whereby the Company exchanged shares of the Company’s Series D-5 Preferred Stock for 92.5% of the total outstanding equity of Rune and the members of Rune (the “Members”). The Company issued an aggregate of 82,588 shares of Series D-5 Preferred Stock with a stated value of $4.00 per share, and cash consideration of $49,937, for total purchase consideration of $380,289. The Rune acquisition was accounted for as a business combination in accordance with ASC 805. The Company has determined preliminary fair values of the assets acquired, liabilities assumed and fair value of the minority interest. These values are subject to change as we perform additional reviews of our assumptions utilized. The following table summarizes the provisional purchase price allocations relating to the Rune acquisition: Preliminary Purchase Price Allocation Cash and cash equivalents $ 12,914 Accounts receivable, net 23,506 Other current assets 9,750 Goodwill 394,440 Accounts payable and accrued liabilities (29,487 ) Non-controlling interest (30,834 ) Net assets acquired $ 380,289 As of December 31, 2019, the Company determined, based on various qualitative and quantitative factors, that the acquired goodwill had indicators of impairment and therefore recorded a full impairment charge of $394,440. Rune’s results of operations have been included in the Company’s operating results for the period from March 1, 2019. Rune contributed revenues of $163,050 in 2019. The results of Rune for 2020 is consolidated along with the revenues of the other 12 Retail subsidiaries. Bluwire Group, LLC On October 1, 2019, the Company completed the acquisition of Bluwire Group, LLC (“Bluwire”), a Florida limited liability company, pursuant to a share exchange agreement whereby the Company exchanged shares of the Company’s Series A Preferred Stock for 60.5% of the outstanding equity of Bluwire. Pursuant to the terms of the exchange agreement, at closing the Company acquired 60.5% of the membership interests of Bluwire in exchange for 500,000 shares of the Company’s Series A Preferred Stock. The total purchase consideration for the Bluwire acquisition was $200,000, the fair value of the Series A Preferred Stock issued. The Bluwire acquisition was accounted for as a business combination in accordance with ASC 805. The Company has determined preliminary fair values of the assets acquired, liabilities assumed and fair value of the minority interest. These values are subject to change as we perform additional reviews of our assumptions utilized. The following table summarizes the provisional purchase price allocations relating to the Bluwire acquisition: Preliminary Purchase Price Allocation Cash and cash equivalents $ 51,530 Accounts receivable, net 62,333 Inventory 212,777 Other assets 179,100 Fixed assets, net 271,449 Security deposit 59,800 Goodwill 623,072 Accounts payable and accrued liabilities (736,468 ) Due to stockholders (395,674 ) Non-controlling interest (127,919 ) Net assets acquired $ 200,000 The fixed assets acquired are being depreciated over their estimated useful lives of 5 years, as well as leasehold improvements which are amortized over the short of the useful lives or lease term. Other assets consist of the preliminary fair value of intangible assets acquired upon the acquisition, including Bluwire’s trademark and lease assets. As of December 31, 2019, the Company determined, based on various qualitative and quantitative factors, that the acquired goodwill had indicators of impairment and therefore recorded a full impairment charge of $623,072. Bluwire’s results of operations have been included in the Company’s operating results for the period from October 1, 2019. Bluwire contributed revenues of $790,534 in 2019. The results of Bluwire for 2020 is consolidated along with the revenues of the other 12 Retail subsidiaries. Social Decay, LLC dba Social Sunday On November 20, 2019, the Company completed the acquisition of Social Decay, LLC dba Social Sunday (“Social Sunday”), a New Jersey limited liability company, pursuant to a share exchange agreement whereby the Company exchanged shares of the Company’s Series D-6 Preferred Stock for 100% of the total outstanding equity of Social Sunday and the member of Social Sunday (the “Member”). The Company issued an aggregate of 30,000 shares of Series D-6 Preferred Stock with a stated value of $5.00 per share, and an additional 12,000 shares were issued and held in escrow, for total purchase consideration of $210,000. The Social Sunday acquisition was accounted for as a business combination in accordance with ASC 805. The Company has determined preliminary fair values of the assets acquired, liabilities assumed and fair value of the minority interest. These values are subject to change as we perform additional reviews of our assumptions utilized. The following table summarizes the provisional purchase price allocations relating to the Social Sunday acquisition: Preliminary Purchase Price Allocation Cash and cash equivalents $ 3,418 Accounts receivable, net 13,189 Inventory 55,211 Fixed assets, net 20,529 Goodwill 473,784 Accounts payable and accrued liabilities (356,131 ) Net assets acquired $ 210,000 The fixed assets acquired are being depreciated over their estimated useful lives of 5 years. As of December 31, 2019, the Company determined, based on various qualitative and quantitative factors, that the acquired goodwill had indicators of impairment and therefore recorded a full impairment charge of $473,784. Social Sunday’s results of operations have been included in the Company’s operating results for the period from November 1, 2019. Social Sunday contributed revenues of $55,638 in 2019. The results of Social Sunday for 2020 is consolidated along with the revenues of the other 12 Retail subsidiaries. Acquisition – Other The Company acquired these entities to expand their retail operations. In addition, the goodwill in connection with these acquisitions is not expected to be deductible for tax purposes. Intangibles are amortized over their expected life from one to five years. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the Company’s financial results as if the RWG, Rune, Bluwire and Social Sunday’s acquisitions had occurred as of January 1, 2019. The unaudited pro forma financial information is not necessarily indicative of what the financial results actually would have been had the acquisition been completed on this date. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project the Company’s future financial results. The pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisitions: Pro forma twelve months ended December 31 2019 Revenues $ 5,219,301 Cost of revenues 2,845,331 Gross profit 2,373,970 Operating expenses $ 5,799,715 Operating losses $ (9,204,291 ) Net Loss $ (12,630,036 ) Earnings Per Share $ (0.47 ) Dispositions Emotion Apparel, Inc. & Emotion Fashion Group, Inc. On May 1, 2018, the Company completed the acquisition of E-motion Apparel, Inc. (“EAI”) a California corporation, pursuant to a share exchange agreement whereby the Company exchanged 1.0 million of its common shares for 100% of the outstanding equity of EAI, in a third-party transaction. The acquisition of EAI was accounted for under ASC 805. The Original EAI Transaction was accounted for as follows: The fair value of the 1.0 million shares of common stock issued amounted to $80,000. EAI owned four wholly-owned and majority-owned subsidiaries: Lexi Luu Designs, Inc, (a Nevada Corporation), Punkz Gear, Inc, (a Wyoming Corporation), Cleo VII, Inc. (a Nevada Corporation) and Skipjack Dive & Dance Wear, Inc. (a Nevada Corporation), which together owns five microbrands that were included in this transaction and target specific niche markets: Lexi-Luu Dancewear, Punkz Gear, Cleo VII, Skipjack Dive & Dance Wear, and E-motion Apparel, Inc. During the fourth quarter of 2018, the Company determined that the goodwill associated with the acquisition should be fully impaired and recorded an impairment expense of $551,111. On July 6, 2018, the Company incorporated a new Emotion Apparel, Inc. in the state of Utah and immediately re-named it as Emotion Fashion Group, Inc. (“Emotion Fashion Group” or “EFG”) and does business under the brand name, “Emotion Fashions.” On September 30, 2019, the Company foreclosed on its liens taking possession of the assets including the brands; Lexi-Luu, Emotion Fashion Group, Punkz Gear, and retuned the stock in Emotion Apparel, Inc. and its subsidiaries to the Seller. As a result, the Company wrote off the payables of Emotion Apparel, Inc. to other income, including $511,486 in accounts payable and accrued liabilities and $250,000 in notes payable. The Company determined that the disposition of Emotional Apparel did not meet the criteria for discontinued operations reporting. 12 Europe, A.G. 12 Europe A.G. which was acquired in 2017 has underperformed against expectation. In the third quarter 2019 it was determined by management that the costs of continuing to support the expenses of an independent 12 Europe A.G., were unsupportable. Therefore, the Company reaffirmed its previous master representation agreement between 12 Hong Kong, LTD and Coppola, AG so that the software customers in Europe can continue to be supported, and then closed its operations in Europe. On August 20, 2019, the Company had successfully discharged all of its debts associated with 12 Europe A.G., as part of the completion of the 12 Europe A.G. bankruptcy filing, except for certain social benefit payments still owed approximately $35,000 by the Company. Therefore, this subsidiary is no longer in existence. Management does not consider this closure as a condition for discontinued operations as master representation agreement between 12 Europe has now been transferred to 12 Hong Kong and Coppola AG. As such, the software customer in Europe will continue to be supported. As such the total discharged accounts payable totaled $445,244 and were offset to other income. The Company determined that the disposition of 12 Europe A.G. did not meet the criteria for discontinued operations reporting. |
Prepaid Expense and Other Curre
Prepaid Expense and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expense and Other Current Assets | NOTE 5 – PREPAID EXPENSE AND OTHER CURRENT ASSETS Prepaid expense and other current assets at December 31, 2020 and 2019 consists of the following: December 31, 2020 December 31, 2019 Prepaid expense $ 12,920 $ 7,600 Other current assets - - $ 12,920 $ 7,600 |
Fixed Assets, Net
Fixed Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | NOTE 6 – FIXED ASSETS, NET Fixed assets, net at December 31, 2020 and 2019 consists of the following: December 31, December 31, 2020 2019 Office equipment $ 280,966 $ 281,365 Furniture and equipment 58,118 58,118 Computer 13,704 13,704 Technical equipment 27,492 27,492 Truck - - Intellectual Property 78,506 78,506 Machinery - 458,786 458,785 Less: accumulated depreciation (370,557 ) (110,388 ) Equipment $ 88,228 $ 348,396 Depreciation and amortization for the years ended December 31, 2020 and 2019 amounted to $439,269 and $99,107, respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at December 31, 2020 and 2019 consists of the following: December 31, 2020 2019 Accounts payable $ 1,356,812 $ 1,249,740 Accrued expenses 1,241,850 548,920 Accrued Salaries 139,300 111,000 Accrued board of director fees 150,000 30,000 Accrued interest 299,631 191,836 $ 3,187,592 $ 2,167,496 |
Due to Stockholders
Due to Stockholders | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Due to Stockholders | NOTE 8 - DUE TO STOCKHOLDERS Due to stockholders at December 31, 2020 and 2019 consists of the following: December 31, 2020 2019 Daniel Monteverde - 1,388 Angelo Ponzetta 11,217 10,167 Christopher Burden 172,536 172,536 Maurice Ojeda 200,000 200,000 $ 383,753 $ 384,091 During the year December 31, 2019, the Company converted amounts to Daniele Monteverde and Angelo Ponzetta totaling $723,253 into Series A Preferred Shares, which was treated as contributed capital. In connection with the Bluwire acquisition, the Company assumed liabilities to Bluwire’s members, Christopher Burden and Maurice Ojeda, totaling $372,536. The amounts do not incur interest and are due on demand. See Note 8 for additional information. As of December 31, 2020 and 2019, accounts payable and accrued liabilities included salaries of $139,300 and $111,000, respectively, and accrued board of director fees of $150,000 and $30,000, respectively. |
Related Party Notes Payable
Related Party Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Related Party Notes Payable | NOTE 9 – RELATED PARTY NOTES PAYABLE On September 30, 2019, the Company foreclosed on its liens taking possession of the assets including the brands; Lexi-Luu, Emotion Fashion Group, Punkz Gear, and retuned the stock in Emotion Apparel, Inc. and its subsidiaries to the Seller. As a result, the Company wrote off the payables of Emotion Apparel, Inc. to other income, including $261,486 in accounts payable and accrued liabilities and $250,000 in notes payable. On October 3, 2019, Bluwire inaccurate posted a promissory note to a related party $300,000 and it accrued interest of $15,000 in 2019 when it should have been posted to equity. During 2020, the Company converted this note into equity, and accordingly reclassed $300,000 into additional paid-in capital. As of December 31, 2020 and 2019, there were two demand notes outstanding totaling $31,000. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Notes Payable | NOTE 10 – NOTES PAYABLE On December 21, 2020 the company issued a note payable to a private investor for $35,000 in exchange for cash. As of December 31, 2020 there was one outstanding note payable for $35,000. |
SBA and PPP Loans
SBA and PPP Loans | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
SBA and PPP Loans | NOTE 11 – SBA AND PPP LOANS On March 27, 2020, the Federal Government of the United States of America passed the Cares Act allowing companies access to quality SBA Payroll Protection Loans (PPP). These loans provide for certain funding based on previous employment which in part may be forgivable under certain conditions. The remaining portion needs to be repaid over 2 years with a 6-month moratorium on payments and carry a 1% annual interest rate. These loans require no collateral nor personal guarantees. During the period from May 5, 2020 to May 22, 2021, the Company’s subsidiaries quality and received an aggregate of $294,882 in 2020 and $302,602 in 2021 in PPP loans. As a subsequent event, the company applied and a received a second round of PPP funding from the period January 23, 2021 to April 5, 2021 of $302,602. In August 2020, two of the Company’s subsidiaries qualified for the United States Small Business Administration (“SBA”) Economic Industry Disaster Loans (“EIDL”) and the Company received $325,300 under the program. These loans are unsecured, have no personal guaranty, carry a 3.75% annual interest rate with aggregate monthly payments of 13 months after receipt of funds. Management has used these funds to retain key personnel, pay regulatory fees, rent, begin work on a new website for Bluwire, make progress on this retail APP and acquire product to re-open one of its Bluwire Stores. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 12 – CONVERTIBLE NOTES PAYABLE Convertible notes payable at December 31, 2020 and 2019 consists of the following: December 31, 2020 2019 Dated September 15, 2017 $ 318,492 $ 337,653 Dated April 25, 2018 40,123 40,123 Dated September 21, 2018 56,714 56,714 Dated October 18, 2018 60,000 60,000 Dated November 28, 2018 33 25,443 Dated November 28, 2018 21,700 57,870 Dated November 29, 2018 25,000 25,000 Dated December 13, 2018 105,000 105,000 Dated January 15, 2019 115,000 115,000 Dated February 7, 2019 111,276 132,720 Dated February 19, 2019 64,500 64,500 Dated February 19, 2019 55,125 55,125 Dated March 13, 2019 55,125 55,125 Dated May 14, 2019 26,500 26,500 Dated May 17, 2019 27,825 27,825 Dated August 1, 2019 56,194 56,194 Dated August 7, 2019 55,125 55,125 Dated October 3, 2019 5,350 5,350 Dated October 25, 2019 6,825 6,825 Dated March 19, 2020 33,600 - Dated March 25, 2020 33,600 - Total convertible notes payable 1,273,107 1,308,092 Less: Unamortized debt discount (4,460 ) - Total convertible notes 1,268,647 1,308,092 Less: current portion of convertible notes 1,268,647 1,308,092 Long-term convertible notes $ - $ - On March 18, 2020 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totaling $33,600. The consideration to the Company is $30,000 with $3,600 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date. On March 25, 2020 the Company entered into a promissory note agreement with LG Capital Funding, LLC (“LG”) for loans totaling $33,600. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date. During the years ended December 31, 2020 and 2019, the Company recognized interest expense of $471,579 and $8,995,066, respectively, which represented the amortization of original issue discounts and debt discounts. As of December 31, 2019, all original issue and debt discounts pertaining to outstanding convertible notes were fully amortized. As of December 31, 2020, the unamortized debt discount of $4,460 are related to the new convertible notes issued in 2020. During the year ended December 31, 2020, the Company converted principal and unpaid accrued interest totaling $120,300 into an aggregate of 785,026,210 shares of common stock. During the year ended December 31, 2019, the Company converted principal and unpaid accrued interest totaling $251,521 into an aggregate of 17,803,260 shares of common stock. The Company has twenty-one (21) outstanding convertible notes as of December 31, 2020 with a total outstanding principal of $1,273,107. The 2019 notes matured from January 2020 to May 2020. The 2020 notes matured in September 2020. These notes carry an interest rate ranging between 8% and 12% per annum. The notes carry an original issue discounts ranging between 10% to 25% of the face value of each note. The notes may be converted into shares of the Company’s common stock at any time on or after the occurrence of an event of default. The conversion prices of the notes include the conversion price shall be the 60% multiplied by the lowest trading price during the 30 trading days period ending, in holder’s sole discretion on each conversion, on either (i) the last complete trading day prior to the conversion date or (ii) the conversion date. For some notes, the Company agreed to pay a one-time interest charge of 9% of the principal amount for each note. The notes may be converted at specified times per the respective agreements. The conversion price shall be 75% multiplied by the lowest trading price during the 10 prior trading days period ending on either (i) the last complete trading day prior to conversion date or (ii) the conversion date. All terms of the notes, including but not limited to interest rate, prepayment terms, conversion discount or look-back period will be adjusted downward if the Company offers more favorable terms to another party, while this note is in effect. The notes may be redeemed by the Company at rates ranging from 105% to 130% depending on the redemption date provided that no redemption is allowed after the 180 th The following table is a rollforward of activity, by each noteholder, for the years ended December 31, 2020 and 2019: Loan Holder Principal Amount Date Maturity OID & Financing Costs Balance at 12 31 17 Additions Payments Conversion Balance at 12 31 18 Additions Payments Conversion Balance at 12 31 19 Additions Payments Conversion 1 SBI Investment $ 200,000 9/27/2017 3/15/2018 200,000 75,000 (25,000 ) (93,150 ) 156,850 - - (6,697 ) 150,153 $ (19,160.78 ) 130,992 1 SBI Investment $ 187,500 11/14/2017 5/14/2018 187,500 - - - 187,500 - - - 187,500 187,500 2 LG Capital Funding, LLC $ 185,292 12/8/2017 6/8/2018 17,646 92,646 92,646 - (133,032 ) 52,260 - - (52,260 ) - 0 3 Cerberus Finance Group Ltd $ 185,292 12/12/2017 6/8/2018 17,646 92,646 92,646 (25,000 ) (53,183 ) 107,109 - (99,684 ) (7,425 ) - - 4 Eagle Equities LLC $ 50,000 3/15/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - 5 Adar Capital LLC $ 50,000 3/15/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - 6 Bellridge Capital LP $ 60,000 5/17/2018 5/17/2019 10,000 - 60,000 - (44,000 ) 16,000 - - (16,000 ) - - 7 Auctus $ 100,000 4/27/2018 4/25/2019 10,000 - 100,000 - (59,877 ) 40,123 - - - 40,123 40,123 8 Bellridge Capital LP $ 60,000 9/17/2018 3/15/2019 10,000 - 60,000 - - 60,000 - - (3,286 ) 56,714 56,714 9 Eagles Equity $ 50,000 9/21/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - 10 Adar Bay $ 50,000 10/4/2018 10/4/2018 2,500 - 50,000 - (50,000 ) - - - - - - 11 Bellridge Capital LP $ 60,000 10/18/2018 10/18/2019 10,000 - 60,000 - - 60,000 - - - 60,000 60,000 12 Adar Alef Omnibus $ 64,500 11/28/2018 11/29/2019 4,125 - 64,500 - - 64,500 - - (39,057 ) 25,443 $ (25,410.13 ) 33 13 Adar Alef Debt Purchase $ 25,000 11/28/2018 11/29/2019 - 25,000 - (25,000 ) - - - - - - 14 LG Capital Omnibus $ 64,500 11/28/2018 11/29/2019 4,125 - 64,500 - - 64,500 - - (6,630 ) 57,870 $ (36,170.00 ) 21,700 15 LG Capital Debt Purchase $ 25,000 11/29/2018 11/29/2018 - 25,000 - - 25,000 - - - 25,000 25,000 16 LG Capital Omnibus $ 105,000 12/13/2018 12/14/2019 5,000 - 105,000 - - 105,000 - - - 105,000 105,000 17 LG Capital Omnibus $ 115,000 1/15/2019 1/15/2020 5,750 - - - - 115,000 - - 115,000 115,000 18 Adar Alef Omnibus $ 132,720 2/7/2019 2/7/2020 6,000 - - - - 132,720 - - 132,720 $ (21,444.27 ) 111,276 19 Adar Alef Debt Note $ 108,055 2/7/2019 2/7/2019 8,371 - - - - 108,055 - (108,056 ) - - 20 Adar Alef Omnibus $ 64,500 2/19/2019 2/19/2020 4,125 - - - - 64,500 - - 64,500 64,500 21 LG Capital Omnibus $ 55,125 2/19/2019 2/19/2020 2,500 - - - - 55,125 - - 55,125 55,125 22 LG Capital Omnibus $ 55,125 3/13/2019 3/13/2020 2,500 - - - - 55,125 - - 55,125 55,125 23 Adar Alef Omnibus #2 Back End $ 26,500 5/14/2019 2/20/2020 1,500 - - - - 26,500 - - 26,500 26,500 24 LG Capital Omnibus #5 $ 27,825 5/17/2019 5/15/2020 2,825 - - - - 27,825 - - 27,825 27,825 25 Adar Alef Omnibus #2 BE 3rd Tranche $ 56,194 8/1/2019 2/7/2020 50,000 - - - - 56,194 - - 56,194 56,194 26 LG Capital Omnibus #7 $ 55,125 8/6/2019 2/7/2020 50,000 - - - - 55,125 - - 55,125 55,125 27 Adar Alef Omnibus #2 BE 4th Tranche $ 5,350 10/3/2019 2/7/2020 5,000 - - - - 5,350 - - 5,350 5,350 28 LG Capital Omnibus #8 $ 6,825 10/25/2019 10/26/2020 5,000 - - - - 6,825 - - 6,825 6,825 29 Adar Alef Omnibus # 5th Tranche $ 33,600 3/19/2020 9/19/2020 3,600 $ 33,600 33,600 30 LG Caputal Funding, LLC $ 33,600 3/25/2020 9/20/2020 3,600 $ 33,600 33,600 Convertible note total 214,021 572,792 1,024,292 (50,000 ) (608,242 ) 938,842 708,344 (99,684 ) (239,411 ) 1,308,092 67,200 - (102,185 ) As additional consideration, the Company is to issue to Adar Bays Capital shares of common stock with a value equal to 25% of each note, determined at the time of signing of each note. As of December 31, 2020, all were past maturity, in default and due on demand. As such, the Company accelerated the amortization of the remaining unamortized original issue and debt discounts during 2019. The Company calculated a default reserve which represents the additional amount the Company would have to pay to all note holders in the event of the default. Management calculated the amount utilizing additional premiums, accrued interest and default accrued interest as per the agreements. As of December 31, 2020 and 2019, the Company recorded a general default reserve of $2,278,658 and $1,769,791, respectively. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 13 – DERIVATIVE LIABILITIES The Company classified certain conversion features in the convertible notes and preferred stock issued as embedded derivative instruments due to the variable conversion price feature and potential adjustments to conversion prices due to events of default. These conversion features are recorded as derivative liabilities at fair value in the consolidated financial statements. These fair value estimates were measured using inputs classified as Level 3 of the fair value hierarchy. The Company develops unobservable Level 3 inputs using the best information available in the circumstances, which might include its own data, or when it believes inputs based on external data better reflect the data that market participants would use, its bases its inputs on comparison with similar entities. Due to the existence of down round provisions, which create a path-dependent nature of the conversion prices of the convertible notes, For the 2019 audit, the Company used a Lattice-Based Simulation model, which incorporates inputs classified as Level 3 was appropriate. During 2020 the Company reconsidered and reverted to the Black-Scholes model. The following table present the assumptions used in the Lattice-Based and Black-Scholes Simulation models to determine the fair value of the derivative liabilities as of December 31, 2020 and 2019: December 31, 2020 (Black-Scholes) Risk-free interest rates 0.21 % Expected life (years) 1.00 year Expected dividends 0 % Expected volatility 467 % December 31, 2019 (Lattice Model) Risk-free interest rates 1.74 – 2.63 % Expected life (years) 0.05 – 1.00 years Expected dividends 0 % Expected volatility 226 – 736 % The following table provides a roll-forward of the fair values of the Company’s derivative liabilities for the years ended December 31, 2020 and 2019: Year Ended Balance – December 31, 2019 $ 5,359,442 Additional new conversion option derivatives 7,272 Conversion of note derivatives (428,733 ) Change in fair market value of derivative liabilities 18,860,260 Balance – December 31, 2020 $ 23,798,240 Year Ended Balance – December 31, 2018 $ 2,696,470 Issuance of new derivative liabilities 7,592,844 Conversions to paid-in capital (822,187 Reclass to additional paid-in capital (582,824 Change in fair market value of derivative liabilities (3,524,861 Balance – December 31, 2019 $ 5,359,442 |
Merchant Financing
Merchant Financing | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Merchant Financing | NOTE 14 – MERCHANT FINANCING On June 27, 2019, the Company’s Rune subsidiary entered into another future receivable purchase agreement with Vox Funding and received $19,400. This agreement provides for payment over 7 months and carried a fee of $7,600. This obligation is not convertible under any terms into Company stock. On August 20, 2019, the Company had successfully discharged all of its debts associated with 12 Europe A.G., as part of the completion of the 12 Europe A.G., bankruptcy filing except for certain social benefit payments still owed of approximately $35,000 by the Company. On September 24, 2019, the Company’s Rune subsidiary entered into another future receivable purchase agreement with Vox Funding and received $14,550. This agreement provides for payment over 3.5 months and carried a fee of $4,800. This obligation is not convertible under any terms into Company stock. On September 24, 2019, the Company’s Rune subsidiary entered into another future receivable purchase agreement with Vox Funding and received $17,666. This agreement provides for payment over 9 months and carried a fee of $12,900 and retired a prior obligation of $15,353. This obligation is not convertible under any terms into Company stock. On October 11, 2019, the Company’s Bluwire subsidiary entered into a future receivable purchase agreement with Libertas Funding and received $343,000. This agreement provides for payment over 8 months and caries a fee of $7,000. This obligation is not convertible under any terms into Company stock. The balance of this note is approximately $360,000 as of December 31, 2019. On November 4, 2019, the Company’s Bluwire subsidiary entered into a second future receivable purchase agreement with Libertas Funding and received $145,500. This agreement provides for payment over 6 months and caries a fee of $4,500. This obligation is not convertible under any terms into Company stock. The balance of this note is approximately $162,000 as of December 31, 2019. On December 18, 2019, the Company’s Rune subsidiary entered into another future receivable purchase agreement with Vox Funding and received $24,279.49. This agreement provides for payment over 8.5 months and carried a fee of $24,759.91 and retired prior obligation of $29,020.60. This obligation is not convertible under any terms into Company stock. On December 23, 2019, the Company’s Red Wire Group subsidiary entered into a future receivable purchase agreement with Vox Funding and received $24,200. This agreement provides for payment over 5.5 months and carried a fee of $12,050. This obligation is not convertible under any terms into Company stock. On January 4, 2020, the Company’s Rune subsidiary entered into another future receivable purchase agreement with Vox Funding and received $14,500. This agreement provides for payment over 70 business days and carried a fee of $4,850. This obligation is not convertible under any terms into Company stock. On January 24, 2020, the Company’s Social Sunday subsidiary entered into a first future receivable purchase agreement with Vox Funding and received $14,500. This agreement provides for payment over 3.5 months and carried a fee of $4,850. This obligation is not convertible under any terms into Company stock. On March 3, 2020, the Company’s Social Sunday subsidiary entered into a second future receivable purchase agreement with Vox Funding and received $5,605. This agreement provides for payment over 2 months and carried a fee of $1,895. This obligation is not convertible under any terms into Company stock. On March 5, 2020, the Company’s Bluwire subsidiary entered into a third future receivable purchase agreement with Reliant Funding and received $83,000. This agreement provides for payment over 6 months and caries a fee of $3,000. This obligation is not convertible under any terms into Company stock. As of December 31, 2020, the Company had total merchant financing payables of $412,647 with unamortized discounts of $2,754 for net payable of $409,892. As of December 31, 2019 the Company had total merchant financing payables of $631,664 with unamortized discounts of $158,835 for net payable of $472,829. On March 16 2020, as part of the Company’s streamlining operations and partially because of COVID-19, the Company filed a Chapter 11 Reorganization of Red Wire Group, LLC. The Company’s 12 Fashion Group continues to service Red Wire Group customers under the trade name Red Wire Design. On March 16, 2020, the President of the United States of America issued a stay-at-home instructions and business closure directive in response to COVID-19 pandemic. Management took steps to promptly close all its Bluwire stores and Fashion Group operations, laying off the vast majority of its employees. The Company’s landlords and Libertas, Vox and Reliant have all agreed to collections deferment of an indeterminant duration (see note above regarding individual agreements). The Fashion Group continues limited operations in creating and producing PPE materials. Additional Working Capital from convertible debt and under the CARES Act. The Federal Government of the United States of America on March 27, 2020, passed the Cares Act allowing companies to quality SBA Payroll Protection Loans (PPP). These loans provide for certain funding based on previous employment which in part may be forgivable under certain conditions. The remaining portion needs to be repaid over 2 years with a 6-month moratorium on payments and carry a 1% annual interest rate. These loans require no collateral nor personal guarantees. During the period from May 5, 2020 to May 22, 2021, the Company’s subsidiaries quality and received an aggregate of $294,882 in 2020 and $302,602 in 2021 in PPP loans. In August 2020, two of the Company’s subsidiaries qualified for the United States Small Business Administration (“SBA”) Economic Industry Disaster Loans (“EIDL”) and the Company received $325,300 under the program. These loans are unsecured, have no personal guaranty, carry a 3.75% annual interest rate with aggregate monthly payments of 13 months after receipt of funds. Management has used these funds to retain key personnel, pay regulatory fees, rent, begin work on a new website for Bluwire, make progress on this retail APP and acquire product to re-open one of its Bluwire Stores. Beginning in December 2020 and continuing through the date of this report, as a series of subsequent events, the Company’s 12 Retail subsidiary has received short term fundings from a private investor ranging between $30,000 and $50,000 in advances that are paid back and renewed in 45 to 60 day intervals for inventory and special orders for customers. On March 18, 2020, the Company received $30,000 from Adar Alef, LLC (“Adar”) from a $33,600 convertible promissory note agreement including fees and legal expenses of $3,600. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date. On March 25, 2020, the Company received $30,000 from LG Capital, LLC (“LG”) from a $33,600 convertible promissory note agreement including fees and legal expenses of $3,600. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date. On April 30, 2021 the Company received $30,000 from SBI and an additional $40,000 on May 17, 2021 (see below). On April 21, 2021 and May 4 2021 the Company received $50,000 from Adar Alef and on June 1st an additional $50,000. On May 6, 2021 the Company received $30,000 as an additional advance from Oasis Capital pursuant to previous agreements with Oasis and on May 13, 2021 an additional $50,000. On May 17, 2021 the Company received an additional $40,000 from SBI. On May 18, 2021, the Company filed its required filings with the State of Nevada and became current and increased its authorized common shares from 8 Billion to 20 Billion common shares. In May 2021, advisory board member, Richard Berman invested $50,000 in exchange for preferred shares with the option to invest a further $100,000 over the next few months. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 15 - STOCKHOLDERS’ DEFICIT As of December 31, 2020 and 2019, the Company’s Articles of Incorporation, as amended and restated, is authorized to issue 8,000,000,000 shares of common stock at par value of $0.0001 and 50,000,000 shares of preferred stock at par value of $0.00001. Reverse Stock Split and increased authorized common shares On October 18, 2019, the Company completed a 100 for 1 reverse common stock split reducing the outstanding common shares to 25,410,391. The authorized common shares remain at 8 billion authorized common stock. As a subsequent event, as of May 18, 2021 the authorized was increased to 20,000,000,000 shares of common stock. Preferred Stock The Preferred Stock may be divided into such number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges, and restrictions granted to and imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors may increase or decrease (but not below the number of shares such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. The Series B Redeemable Convertible Preferred Stock is classified as temporary equity as it is mandatorily redeemable by the holder at a future date. The Series D-1 and D-2 Preferred Stock are classified as temporary equity as they are redeemable immediately. The Series D-3 Preferred Stock is also classified as temporary equity due to its put option, which providers the holders the right to put the shares to the Company for cash if they elect not to convert into shares of common stock. Series A Preferred Stock As of December 31, 2020 and 2019, there were 10,000,000 designated shares of Series A Preferred Stock. Liquidation In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of any junior stock by reason of their ownership of such stock an amount per share for each share of Series A Preferred Stock held by them equal to the sum of the liquidation preference. If upon the liquidation, dissolution or winding up of the Company, the assets of the Company legally available for distribution to the holders of the Series A Preferred Stock are insufficient to permit the payment to such Holders of the full amounts specified in this Section then the entire remaining assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series A Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive. Redemption The Series A Preferred Stock shall have no redemption rights. Conversion The “Conversion Ratio” per share of the Series A Preferred Stock in connection with any Conversion shall be at a ratio of 1:20, meaning every (1) one Preferred A share shall convert into 20 shares of Common Stock of the Company (the “Conversion”). Holders of Class A Preferred Shares shall have the right, exercisable at any time and from time to time to convert any or all their shares of the Class A Preferred Shares into Common Stock at the Conversion Ratio. Voting The Holder of each share of Series A Preferred Stock shall have such number of votes as is determined by multiplying (a) the number of shares of Series A Preferred Stock held by such holder; and, (b) by 20. The holders of Series A Preferred Stock shall vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the common stock shareholders of the Company 2020 and 2019 Transactions During the year ended December 31, 2020, the Company issued 1,250 shares of Series A preferred stock for total proceeds of $5,000. In 2020, the Company issued 12,750 shares of Series A preferred stock for a negligible fair value. During the year ended December 31, 2019, the Company issued Series A Preferred Stock as follows: - The Company issued 1,915,151 Series A shares upon conversion of accounts payable, accrued liabilities, board director fees and due to stockholders totaling $1,154,591. - The Company issued 114,165 Series A shares for compensation and 154,500 shares for professional services for an aggregate fair value of $103,247. - In October 2019, the Company issued 500,000 Series A shares in connection with the Bluwire acquisition. - During the third quarter, 2020 the company issued $12,750 Series A shares in restricted shares to employees under the Employee Restricted Stock Plan. - In December 2020, the company issued $1,250 Series A shares for cash. - In March 2021, the company issued 1,250 Series A shares for cash. - In April 2021, the company issued 1,250 Series A shares for cash. - In April 2021, the company issued 25,000 Series A shares for cash. As of December 31, 2020 and 2019, there was 9,197,816 and 9,183,816 shares of Series A Preferred Stock deemed issued and outstanding. Series B Preferred Stock As of December 31, 2020 and 2019, there were 1,000,000 designated shares of Series B Preferred Stock. Liquidation Holders of Series B Preferred Stock shall have a liquidation preference junior to Series A holders. Conversion Each share of Series B Preferred Stock shall be convertible at the option of the holder at any time into shares of common stock at a conversion price equal to 65% multiplied by lowest average traded price during the ten (10) trading day period ending. Voting Series B Preferred Stock shall be non-voting on any matters requiring shareholder vote. Dividends Series B Preferred Stock will carry an annual cumulative dividend, compounded monthly, payable solely upon redemption, liquidation or conversion. Redemption The Series B Preferred Stock is mandatorily redeemable by the holder 15 months after issuance, and therefore is classified as temporary equity in the consolidated balance sheet. 2020 and 2019 Transactions During the year ended December 31, 2020, the Company issued Series B Preferred Stock as follows: - On January 16, 2020, an existing Series B stockholder purchased 53,000 Series B Preferred shares for proceeds of $53,000 under the same terms as their prior purchases. - The holders of 3,600 shares of Series B Preferred Stock converted these shares for 29,353,846 shares of common stock. During the year ended December 31, 2019, the Company issued Series B Preferred Stock as follows: - The holders of 68,000 shares of Series B Preferred Stock converted these shares for 1,815,742 shares of common stock. - In November 2019, the Company issued 68,000 shares of Series B Preferred Stock for $68,000. - In December 2019 the company issued 53,000 shares of Series B Preferred Stock for $53,000. Series C Preferred Stock As of December 31, 2020 and 2019, there were two designated shares of Series C Preferred Stock. The Series C Preferred Shares have no equity value, no preference in liquidation, is not convertible into common shares and does not accrue dividends or have redemption rights. Each issued and outstanding share of Series C Preferred Stock authorizes the holder to vote eight billion (8,000,000,000) votes on any matter that shareholders are entitled to vote for under our Bylaws at a cost of $1.00 per share. Holders of shares of Series C Preferred Stock shall vote together with the holders of Common Shares as a single class. As of December 31, 2020 and 2019, there is one share of S Series C Preferred Stock issued and outstanding. Series D Preferred Stock Series D Preferred Stock are “Blank Check” Preferred which allows the Board of Directors to subdivide and/or determine the rights, privileges, and other features of this stock. The total number of shares of Series D Preferred Stock the Company is authorized to issue is ten million (10,000,000) shares. Series D-1 Preferred Stock On July 2, 2018, the Company entered into an Equity Line of Credit agreement with Oasis Capital, LLC (“Oasis Agreement”) and as a part of that Agreement the Company created a subset Series D-1 Preferred Stock from the authorized Series D Preferred Stock having special rights and privileges as follows: As of December 31, 2020 and 2019, there were 500,000 shares designated as Series D-1 Preferred Stock with a stated value of $2.00 per share (the “Stated Value”). Liquidation Holders of Series D-1 Preferred Stock shall have a liquidation preference junior to Series A, B and C holders. Upon any liquidation, dissolution or winding-down of the Company, the holders of the shares of Series D-1 Preferred Stock shall be paid in cash an amount for each share of Series D-1 Preferred Stock held by such holder equal to 140% of the Stated Value plus any dividends accrued but unpaid. Conversion Each share of Series D-1 Preferred Stock, together with accrued but unpaid dividends, shall be convertible at the option of the holder at any time into shares of common stock as is determined by dividing the Stated Value per share being converted plus accrued and unpaid dividends by the Series D-1 Conversion Price. The “Series D-1 Conversion Price” per share of Common Stock shall be the lowest traded price of the Common Stock during the thirty (30) trading day period ending, in Holder’s sole discretion on each conversion, on either (i) the last complete trading day prior to the Conversion Date or (ii) the Conversion Date. Voting Series D-1 Preferred Stock shall be non-voting except on certain major corporate actions or as required by law. In the event of such a right to vote, each holder of Series D-1 Preferred Stock shall have the right to the number of votes equal to the number of Conversion Shares then issuable upon conversion of the Series D-1 Preferred Stock held by such holder. Dividends Before any dividends shall be paid or set aside for payment on any junior security of the Company, each holder of the Series D-1 Preferred Stock shall be entitled to receive dividends, in the manner provided herein, payable on the Stated Value of the Series D-1 Preferred Stock at a rate of 8% per annum, which shall be cumulative and be due and payable in shares of common stock on the Conversion Date. Such dividends shall accrue from the date of issue of each share of Series D-1 Preferred Stock, whether or not declared. Redemption Shares of the Series D-1 Preferred Stock shall be redeemable in cash, at any after the issuance of the respective Series D-1 Preferred Stock at a price per share equal to 125% of the Stated Value plus the amount of accrued but unpaid dividends, provided, however, that 125% shall be replaced with 140% if the Company exercises its option to redeem the Series D-1 Preferred Stock after the initial 60 calendar day period. Therefore, the Series D-1 Preferred Stock is classified as temporary equity in the consolidated balance sheet. During the year ended December 31, 2019, the Company issued Series D-1 Preferred Stock as follows: - During the first quarter of 2019, Oasis Capital converted 28,500 shares for 630,000 shares common stock and reduced the principal outstanding balance by $57,000. As such, the Company recorded a change in derivative liability associated the Series D-1 Preferred Shares of $86,428. - On March 14, 2019, the Company executed an agreement with Oasis Capital, whereby the Company agreed to exchange the remaining outstanding 282,750 Series D-1 shares for 282,750 Series D-2 Preferred Shares. In addition, the Company executed an agreement whereby 62,250 outstanding D-1 shares were exchanged for 62,250 Series D-2 preferred shares in exchange of $100,000. In addition, the Company agreed to pay 1,425 shares of D-2 shares as a finance charge for this agreement. The excess fair value of the shares exchanged was recorded as additional interest expense. As of December 31, 2020 and 2019, there are 0 Preferred Series D-1 shares issued and outstanding, respectively. Series D-2 Preferred Stock The total number of shares of Series D-2 Preferred Stock the Company is authorized to issue 2,500,000 shares, with a stated value of $2.00 per share. Dividends Before any dividends shall be paid or set-side for payment on any junior security, each holder of Series D-2 Preferred Stock shall be entitled to receive dividends payable on the stated value of the Series D-2 Preferred Stock at a rate of 8% per annum, or 18% per annum following the occurrence of an event of default, which shall be cumulative and be due and payable in shares of common stock on the conversion date or in cash on the redemption date. Such dividends shall accrue from the date of issue of each share of Series D-2 Preferred Stock. Liquidation Holders of Series D-2 Preferred Stock shall have a liquidation preference junior to Series A, B, C and D-1 holders. Conversion Each share of Series D-2 Preferred Stock, together with accrued but unpaid dividends, shall be convertible at the option of the holder at any time into shares of common stock as is determined by dividing the Stated Value per share being converted plus accrued and unpaid dividends by the Series D-2 Conversion Price. The “Series D-2 Conversion Price” per share of Common Stock shall be the lowest traded price of the Common Stock during the thirty (30) trading day period ending, in Holder’s sole discretion on each conversion, on either (i) the last complete trading day prior to the Conversion Date or (ii) the Conversion Date. Redemption The Series D-2 Preferred Stock is classified temporary equity due to the fact that the shares are redeemable immediately. In 2020, the Company converted an aggregate of 23,000 shares of Series D-2 Preferred Stock with a fair value of $46,000 into 355,142,105 shares of common stock. The Company issued 346,625 Series D-2 shares to Oasis Capital with a value of $692,850. On April 1, 2019, Oasis Capital received $103,500 in exchange for 103,500 Series D-2 shares. On May 9, 2019, the Company received $50,000 in exchange for 45,045 Series D-2 Preferred Shares from Oasis Capital with which the Company had previously executed the PIPE Securities Purchase Agreement in March of 2019. During the year ended December 31, 2019 Oasis Capital redeemed $127,580 or 63,790 shares of its Series D-2 Preferred shares for 3,000,000 common shares. In addition, Oasis purchased an additional 9,009 series D-2 Preferred shares for $10,000. For the year ended December 2019, Oasis redeemed and exchanged $127,580 or 63,790 shares of its D-2 Preferred shares for 10,536,281 commons shares. On April 3, 2019, the Company entered into a Securities Exchange Agreement with Mr. D’Alleva and issued him 332,032 Series D-2 Preferred Shares in exchange for the 6,250,000 common shares that Mr. D’Alleva had previously purchased from the Company. Mr. D’Alleva received 318,750 Series D-2 shares in exchange for the 62,500 common shares that he previously purchased for $531,250. He will also receive an additional 13,282 Series D-2 Preferred shares in the form of debt discount in this share exchange. On April 3, 2019, concurrent with the PIPE Securities Purchase Agreement entered into with Mr. D’Alleva, the Company entered into a PIPE Securities Purchase Agreement with Dominic D’Alleva to sell to Mr. D’Alleva in various $25,000 tranches up to 93,750 Series D-2 Preferred Shares for a commitment of a $150,000 investment into the Company. Thus far, Mr. D’Alleva has purchased 15,625 Series D-2 Preferred Shares for $25,000. He has delivered $12,500 and the Company expects him to deliver the remainder of the purchase price in the current period. In addition, on April 3, 2019, the Company entered into a PIPE Securities Purchase Agreement with a key technology vendor where the Company exchanged 125,000 Series D-2 Preferred Shares for $200,000 of Company debt held by that vendor. An additional $50,000 was expensed as a result of this transaction. During the fourth quarter Oasis converted 6,040 Series D-2 Preferred shares. As of December 31, 2020 the Company had 912,368 Series D-2 Preferred Shares with a redemption value of $2,607,162 and 935,368 Series D-2 Preferred Shares with a redemption value of $2,442,542 as of December 31, 2019. Series D-3 Preferred Shares The total number of shares of Series D Preferred Stock the Company is authorized to issue is 500,000 shares. Conversion The Holder may convert some, part of all of the Series D-3 shares into common shares of the Company based on the closing market price on the day before notice of conversion is presented to the Company. Dividends The Company will pay dividends on the Series D-3 Preferred Stock at the rate of 10% per annum and shall pre-pay the Holder the first 12 month’s dividends from proceeds. After 12 months the Company would pay the pro-rata interest on a monthly basis due the first of each month and late after the 10th of each month. Redemption At the option of the Holder the Company may be obligated to redeem any non-converted shares of Series D-3 Preferred Stock that are not deemed to be incentive shares and that are not deemed to be settlement shares through the issuance of a “PUT” to the Company. At the conclusion of the PUT Notice Period, the Holder may at any time request a redemption of some, part, or all of Holder’s any non-converted shares of Series D-3 Preferred Stock by providing the Company with a PUT DEMAND. The Company would then be obligated to redeem any undisputed Securities within 10 business days of receipt of the PUT DEMAND. The Holder may at any time after issuing a PUT NOTICE rescind the PUT option which could then only be re-instituted through a future PUT NOTICE. The Series D-3 Preferred Stock is classified as temporary equity due to the existence of the PUT. As of December 31, 2020 and 2019, there were 54,840 Preferred Series D-3 shares outstanding at $5.00 par representing a total of $274,234. There were accrued dividends of $61,977 and $34,482 at December 31, 2020 and 2019, respectively. Series D-4 Preferred Stock In April 2020, the Company authorized one million (1,000,000) shares of Series D-4 Preferred stock with a face value of $100. The shares have no dividends, are non-voting, and have a liquidation preference after Series D-3 Preferred Shares. These shares are convertible into the Company’s common shares at no discount. Series D-5 Preferred Stock The total number of shares of Series D-5 Preferred Stock the Company is authorized to issue 1,000,000 shares, with a stated value of $4.00 per share. Liquidation The holders shall be paid in cash after the holders of the superior preferred shares (Series A, B, D-1, and D-2), but before any junior securities, including common shares and other shares have no liquidation preferences. Conversion The holder may convert some or all of its Series D-5 Preferred Shares into common shares of the Company based on the closing market price on the day of or the day before notice of conversion. Dividends Series D-5 Preferred Stock will carry an annual dividend of 6% which will be paid in arrears. Voting Holders of the shares of Series D-5 Preferred Stock shall not have the right to vote on any matter as to which shareholders are required or permitted to vote, except as otherwise required by law. 2019 Transactions On February 21, 2019, the Company issued 37,500 shares for 25% interest in the Red Wire Group. On March 14, 2019, the Company issued 82,588 shares of Series D-5 Preferred Stock for 92.5% interest in Rune. See Note 4. In addition, the Company issued 2,625 Series D-5 shares in exchange for professional Services. As of December 31, 2020 and 2019, the Company had 128,494 Series D-5 Preferred Shares outstanding with a face value of $513,976. The company recorded had accrued dividends of $47,400 and $20,452 at December 31, 2020 and 2019, respectively. Series D-6 Preferred Stock The total number of shares of Series D-6 Preferred Stock the Company is authorized to issue 1,000,000 shares, with a stated value of $5.00 per share. Liquidation The holders shall be paid in cash after the holders of the superior preferred shares (Series A, B, D-1, and D-2), but before any junior securities, including common shares and other shares have no liquidation preferences. Conversion The holder may convert some or all its Series D-6 Preferred Shares of the Company based on the closing market price on the day of or the day before notice of conversion. Dividends Series D-6 Preferred Stock shall not declare or accrue any dividends. Voting Holders of the shares of Series D-6 Preferred Stock shall not have the right to vote on any matter as to which shareholders are required or permitted to vote, except as otherwise required by law 2019 Transactions - The Company issued 55,600 shares for an additional 75% interest in the Red Wire Group. See Note 4. - The Company issued 7,080 shares as compensation for a value of $35,400. - The Company issued 42,000 shares pursuant to the acquisition of Social Sunday. See Note 4. There were no shares issued for 2020. As of December 31, 2020 and 2019, the Company had 104,680 Series D-6 Preferred Shares with a face value of $523,400. Common Stock 2020 Transactions During the year ended December 31, 2020, the Company converted principal and unpaid accrued interest totaling $120,300 into an aggregate of 785,026,210 shares of common stock. During the year ended December 31, 2020, the Company converted an aggregate of 23,000 shares of Series D-2 Preferred Stock with a fair value of $46,000 into 355,142,105 shares of common stock. 2019 Transactions On October 18, 2019. the Company completed a 100 for 1 reverse common stock split reducing the outstanding common shares to 25,410,391. All of the above transactions occurred prior to the completion of the Reverse Stock split and with the exception of the authorized common shares which remain at 8 billion authorized common stock issuances listed here had the effect of being divided by 100. The Company issued an aggregate of 17,803,260 shares in exchange of the settlement of convertible debt. The Company issued 12,652,023 common shares to Geneva Roth and Oasis Capital in exchange for Preferred Shares. As of December 31, 2020 and 2019, 1,177,103,618 and 36,935,303 shares of common stock were issued and outstanding, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 16 - INCOME TAXES The Company operates in the United States and its wholly owned subsidiaries operate in Japan, Hong Kong and Switzerland and files tax returns in these jurisdictions. Loss from continuing operations before income tax expense (benefit) is as follows: For the Years Ended December 31, 2020 2019 Tax jurisdiction from: - US $ (22,106,596 ) $ (11,180,704 ) - Foreign Hong Kong (HK) (258,861 ) (788,542 ) Japan (JP) (20,988 ) (39,642 ) Switzerland (EU) 404,331 (215,687 ) Loss before income taxes $ (21,940,137 ) $ (12,146,948 ) There was no provision for income taxes for the years ended December 31, 2020 and 2019, as the Company has tax losses in all jurisdictions. The expected approximate income tax rate for 2020 and 2019 for United States is 21%, Hong Kong is 16.5%, Japan is 30%, and Switzerland is 20%, whereas the actual rate was zero. The total income tax benefit differs from the expected income tax benefit principally due to the valuation allowance recorded against the deferred tax assets which are principally comprised of net operating losses (“NOLs”) and permanent differences due to a significant amount of non-cash income and expenses. The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2020 and 2019: December 31, 2020 2019 Deferred tax assets: NOL carryforwards United States – current rate $ 3,563,537 $ 2,917,945 United States – effect of change in statutory rate - - -Foreign 682,324 728.789 Total 4,246,044 3.646,734 Less: valuation allowance (4,264,044 ) (3,646,734 ) Net deferred tax asset $ - $ - The Company applies the authoritative accounting guidance under ASC 740 for the recognition, measurement, classification, and disclosure of uncertain tax positions taken or expected to be taken in a tax return. The Company provided a full valuation allowance against its deferred tax assets as of December 31, 2019 and 2018. This valuation allowance reflects the estimate that it is more likely than not that the net deferred tax assets may not be realized. The Company has approximately $20,500,000 of U.S. and foreign carryforwards, the tax effect of which is approximately $4,200,000 as of December 31, 2020. Certain of these carryforwards begin to expire in 2024. The U. S. NOL carryforwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382. The Company has not performed a study to determine if the NOL carryforwards are subject to these Section 382 limitations. In addition, the Company has foreign NOLs. The Company is still evaluating the impact of a change in stock ownership and the potential limitation of foreign NOLs. A valuation allowance is recorded on certain deferred tax assets if it has been determined it is more likely than not that all or a portion of these assets will not be realized. The Company has recorded a full valuation allowance of $4,264,044 and $3,646,734 for deferred tax assets existing as of December 31, 2020 and 2019, respectively. The change in the valuation allowance was an increase of $617,310 and $2,115,542 for the years ended December 31, 2020 and 2019, respectively. The valuation allowance as of December 31, 2020 and 2019 is attributable to NOL carryforwards in the United States and foreign jurisdictions. The Company’s tax returns are subject to examination by tax authorities in the U.S., various state and foreign jurisdictions. The Company is generally no longer subject to examinations for years prior to 2014. The Company is currently delinquent in its income tax filings. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 17 - COMMITMENTS Lease Commitments The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components are recognized when the obligation is probable. Operating lease right of use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met. Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain. Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s income statement in the same line item as expense arising from fixed lease payments. As of and during the year ended December 31, 2020, management determined that there were no variable lease costs. Right of Use Asset In connection with the Bluwire acquisition, the Company recognized a right of use asset of $52,671. The Company used an effective borrowing rate of 13% within the calculation. The lease agreement matures in August 2021. Minimum rental payments 2021 are $52,671, respectively. Operating Leases On August 13, 2020 the Company’s 12 Fashion Group, a division of 12 Retail Corporation, entered into a new office location under a 2 year lease with an option for a third year beginning on August 17, 2020. This new location is 1600 square feet and caries a base monthly rent of $5651.30 plus a pro-rated expenses for garbage and utilities of $743. Management believes that this additional space is necessary to manage the consolidation of its fashion brands. Other Commitments The Company has a significant contract with an independent contractor third party company which plays a critical role to the ongoing operations of the Company. The contract is for an initial period of five years for which can be cancelled upon six month’s notice and payment of all outstanding fees. The minimum monthly payment is $35,000 for which additional amounts are to be reimbursed for expenses, etc. During the years ended December 31, 2020 and 2019, the Company paid $220,975 and $476,037, respectively, under the contract to which an additional $269,290 was payable as of December 31, 2020. The Company relies upon the third party for obtaining financing, targeting acquisitions, general corporate guidance, financial reporting, etc. See Note 10 for discussion regarding issuances of Series A and common stock to the third party. Contingencies ● Auctus Fund Management (“Auctus”) vs. 12 ReTech Corporation. Auctus Filed suit in August 2019 claiming breach of contract on a convertible promissory note dated April 25, 2018, which had a remaining principal balance of nearly $40,000. Auctus claimed damages totaling over $482,000. The Company had entered into a settlement agreement with Auctus that required the Company to make a cash payment of $117,000 and which was dependent on the Company receiving funding from a foreign investor. That investment did not occur, and the Company was unable to perform. Upon information and belief, management believes that Auctus will at some point re-institute that lawsuit. Management has reserved on its financial statements a sum in excess of $482,000 in regards to this claim. To the best of management’s knowledge, Auctus has not taken other actions. ● Bellridge Capital, LP, one of the Company’s convertible debt providers has sued the Company for non-performance and has obtained a default judgment in the amount of $214,195.74 in the southern district of New York. The Company maintains that service of process is defective, and the Company will also assert lack of jurisdiction if any collection effort is ever undertaken among other potential legal claims and defenses ● J&S properties sued the Company in regards to a lease for a subsidiary in-the State of Utah that was never guaranteed by the Company and obtained a default judgement in Salt Lake County. The Company maintains that it was never properly served and has, it believes, substantial defenses that it will raise should J&S properties ever try to enforce the judgment. ● RedWire Group, LLC (“RedWire Group”) filed for bankruptcy under Chapter 11 subsection V on March 6, 2020, and the case in ongoing. The Company has funded the initial costs, as well as some ongoing storage costs for RedWire Group equipment. The Company plans to liquidate the equipment and some other assets to pay creditors. This Chapter 11 was converted by the Court to a Chapter 7 and discharged. The equipment was liquidated in 2021, and the Bank (Bank of American Fork) has been paid in full and all other debts have been discharged. ● Leider Enterprises, Inc. D/b/a SM Distribution Inc a Florida corporation sued Bluwire Sun, LLC in Florida. Bluwire Sun never received any product from this company and is defending this lawsuit in Florida. ● Rottenberg, Meril, Solomon, Bertiger & Guttilla (“Rottenberg”) sued the Company in Bergen County New Jersey and obtained a default judgement because the Company was never served. The Company believes it has substantial counterclaims and defenses should Rottenberg ever tries to enforce this judgement. ● PCG Advisory Group (PSG) obtained a default judgement of $63,350 in New York because, we believe, it never properly served the Company and has tried to domesticate that judgement in Arizona. The Arizona Court refused to domesticate the judgment and has given PSG some time to prove proper service. That period has expired. ● VXB & Orfwid d/b/a Lost + Wander sued the Company’s Social Decay d/b/a Social Sunday subsidiary and also named the Company for invoices. The Company never guaranteed obligations for Social Sunday and intends to vigorously defend this lawsuit as meritless. ● Tessco Technologies V Bluwire filed suit in Maryland. The Company has not been properly served and if served would dispute jurisdiction as well as other defenses on behalf of its Bluwire subsidiary. ● George Sharpe, In May 2021 sued the Company in Nevada to try to obtain custodianship of the Company. This was defeated and the Company will be filing for attorney fees, although there are no guarantees the court will award us our attorney fees or other outcomes. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18 – SUBSEQUENT EVENTS The Company evaluated all events and transactions that occurred after December 31, 2020 and through the date of this filing in accordance with FASB ASC 855, “Subsequent Events”. The Company determined that it does have a material subsequent events to disclose as follows: Subsequent Events: - On April 30, 2021 the Company received $30,000 from SBI and an additional $40,000 on May 17, 2021 (see below). - On April 21, 2021 and May 4 2021 the Company received $50,000 from Adar Alef and on June 1st an additional $50,000. - On May 6, 2021 the Company received $30,000 as an additional advance from Oasis Capital pursuant to previous agreements with Oasis and on May 13, 2021 an additional $50,000. - On May 17, 2021 the Company received an additional $40,000 from SBI. - On May 18, 2021, the Company filed its required filings with the State of Nevada and became current and increased its authorized common shares from 8 Billion to 20 Billion common shares. - In May 2021, advisory board member, Richard Berman invested $50,000 in exchange for preferred shares with the option to invest a further $100,000 over the next few months. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”) and presented in US dollars. The fiscal year end is December 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries 12HK, 12JP, 12EU. 12 Retail, Rune NYC, LLC (“Rune”), Red Wire Group, LLC (“RWG”), Bluwire Group, LLC (“Bluwire”), Social Decay LLC dba Social Sunday (“Social Sunday”) and Emotion Fashion Group which included Emotion Apparel, Inc., Lexi Luu Designs, Inc., Punkz Gear, Skipjack Dive and Dance Wear, Inc. and Cleo VII, Inc. All inter-company accounts and transactions have been eliminated on consolidation. We currently have no investments accounted for using the equity or cost methods of accounting. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, stock-based compensation, derivate instruments, accounting for preferred stock, and the valuation of acquired assets and liabilities. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $11,784 and $118,860 in cash and cash equivalents as at December 31, 2020 and 2019, respectively. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Revenue Recognition | Revenue Recognition Under Financial Accounting Standards Board (“FASB”) Topic 606, “Revenue from Contacts with Customers” (“ASC 606”), the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company’s revenue consists primarily of product sales from our retail stores operating in airport terminals and casinos. Revenue for retail customers is recognized upon completion of the transaction in the point-of-sale system and satisfaction of the sale by providing the corresponding inventory at the retail location. Revenue is recognized upon transfer of control of promised products to customers, generally as risk of loss pass, in an amount that reflects the consideration the Company expects to receive in exchange for those products. Shipping and handling costs are expensed as incurred and are included in cost of revenue. Sales taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The Company earns ancillary revenue including royalty payments and software licensing fees. |
Business Combinations | Business Combinations The Company accounts for all business combinations in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), using the acquisition method of accounting. Under this method, assets and liabilities, including any non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, may be made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period would be recorded as income. Results of operations of the acquired entity are included in the Company’s results from operations from the date of the acquisition onward and include amortization expense arising from acquired assets. The Company expenses all costs as incurred related to an acquisition in the consolidated statements of operations. |
Accounts Receivable | Accounts Receivable The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of December 31, 2020 and 2019, the Company did not have an allowance for doubtful accounts. |
Inventory | Inventory Inventories, consisting of a computer application, a mirror with a computer screen and touch monitor, are primarily accounted for using the first-in-first-out (“FIFO”) method and are valued at the lower of cost or market value. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future market needs. Items determined to be obsolete are reserved for. As of December 31, 2020, all inventory on hand is pursuant to our Bluwire and Rune acquisitions (see Note 4). |
Fixed Assets | Fixed Assets Fixed assets are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the term of the related lease or the estimated useful life of the asset. The useful lives are as follows: Office equipment 3 years Furniture and equipment 6 years Computer 4 years Technical equipment 3.3 years Maintenance and repairs are charged to operations as incurred. Expenditures that substantially increase the useful lives of the related assets are capitalized. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place. |
Software Development Costs | Software Development Costs Under ASC 350-40, capitalized costs related to the software under development are treated as an asset until the development is completed and the software is available for licensure under a software-as-a-service (“SaaS”) arrangement. Periodically, management reviews its capitalized costs to determine if they are properly valued or should they be impaired. During the year ended December 31, 2019, the Company fully impaired $513,601 in development costs for its 12 Technology suite and 12 Sconti APP, which is included in other expenses in the consolidated statements of operations. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets (property and equipment) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. Goodwill is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. The Company accounts for the impairment of goodwill under the provisions of ASU 2011-08 (“ASU 2011-08”), “Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” ASU 2011-08 updated the guidance on the periodic testing of goodwill for impairment. The updated guidance gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company performs impairment testing for goodwill using a three-step approach. Step “zero” of the annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step “one” of the quantitative impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required. Step “one” of the quantitative impairment test compares the net assets of the of the relevant reporting entity to its carrying value. Step “two” of the quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying amount of goodwill. As of December 31, 2019, the Company performed its annual impairment test on all reporting units and determined that each unit had indicating factors of impairment due to failure to meet respective sales projections. As a result, the Company fully impaired the goodwill from each 2019 acquisition as follows: Redwire $ 480,381 Rune 394,440 Bluwire 623,072 Social Decay 473,784 $ 1,971,677 The impairment expense is included in other expense in the consolidated statements of operations. As of December 31, 2020, the company had fully amortized all remaining long-term assets and intellectual property during 2020. As a result, there were no longer any assets to impair as of December 31, 2020. |
Convertible Debt and Convertible Preferred Stock | Convertible Debt and Convertible Preferred Stock When the Company issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity, and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815, Derivatives and Hedging. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations. If a conversion feature does not meet the conditions to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion feature is “beneficial”. A conversion feature would be considered beneficial if the conversion feature is “in the money” when the host instrument is issued or, under certain circumstances, later. If convertible debt contains a beneficial conversion feature (“BCF”), the amount of the amount of the proceeds allocated to the BCF reduces the balance of the convertible debt, creating a discount which is amortized over the debt’s term to interest expense in the consolidated statements of operations. When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred stock is immediately exercisable, the discount is fully amortized at the date of issuance. The amortization is recorded similar to a dividend. |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements The Company’s financial instruments consist primarily of cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued liabilities, convertible notes payable and due to stockholders. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Observable inputs are based on market data obtained from sources independent of the Company. Unobservable inputs reflect our own assumptions based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels, defined as follows: Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Level 2 — Inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. Unobservable inputs for the asset or liability that reflect management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability as of the reporting date. The Company carries certain derivative financial instruments using inputs classified as Level 3 in the fair value hierarchy on the Company’s consolidated balance sheets. Refer to Note 11 for detail on the derivative liability. Further, the Company determined that the certain notes should be measured and carried at fair value in the consolidated financial statements according to ASC 480, as they are settleable in a variable number of shares based on a fixed monetary amount known at inception. |
Stock-Based Compensation | Stock-Based Compensation ASC 718, “Compensation - Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. At December 31, 2020 and 2019, the Company recognized a full valuation allowance against the recorded deferred tax assets. |
Net Loss Per Share | Net Loss per Share The Company follows ASC 260, “Earnings per Share” Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the years ended December 31, 2020 and 2019, potentially dilutive common shares consist of common stock issuable upon the conversion of convertible notes payable, Series A Preferred Stock, Series B Preferred Stock, Series D-2 Preferred Stock, Series D-3 Preferred Stock, Series D-5 Preferred Stock and Series D-6 Preferred Stock (using the if converted method). All potentially dilutive securities were excluded from the computation of diluted weighted average number of shares of common stock outstanding as they would have had an anti-dilutive impact. |
Discontinued Operations | Discontinued Operations In accordance with ASU 2014-08, the Company considers discontinued operations a disposal of a component that represents a strategic shift or will have a major effect on an entity’s operations and financial results. |
Foreign Currency Translation | Foreign Currency Translation The accompanying financial statements are presented in U.S. dollars (“USD”), the reporting currency. The functional currencies of the Company’s foreign operations are the Hong Kong Dollar (“HKD”), Japanese Yen (“JPY”), and Swiss Franc (“CHF”). In accordance with ASC 830, “Foreign Currency Matters”, |
Comprehensive Income | Comprehensive Income ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the condensed consolidated financial statements. During the years ended December 31, 2020 and 2019, the Company’s only component of comprehensive income was foreign currency translation adjustments. |
Contingencies | Contingencies The Company follows ASC 450-20, “Loss Contingencies” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no loss contingencies as of December 31, 2020 and 2019. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of America. The core principle of this ASU is that revenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and assets recognized for costs incurred to obtain or fulfill a contract. ASU 2014-09 was scheduled to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,” which deferred the effective date of ASU 2014-09 by one year and allowed entities to early adopt, but no earlier than the original effective date. ASU 2014-09 is now effective for public business entities for the annual reporting period beginning January 1, 2018. This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” which clarifies certain aspects of the guidance, including assessment of collectability, treatment of sales taxes and contract modifications, and providing certain technical corrections. The effective date and transition requirements of ASU 2016-12 are the same as those for ASU 2014-09. The Company adopted the new guidance as of January 1, 2018. The Company has evaluated the new guidance and the adoption did not have a significant impact on the Company’s financial statements and a cumulative effect adjustment under the modified retrospective method of adoption will not be necessary. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes existing guidance on accounting for leases in “Leases (Topic 840).” The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company evaluated the effects of adopting ASU 2016-02 on its consolidated financial statements and determined the amount of lease assets and liabilities which was associated with the Bluwire leases. As such, the company recognized a lease asset of $303,071 and short- term lease liability of $245,207 and long- term lease liability of $59,372 in 2019. The company recognized a lease asset of $52,671 and short- term lease liability of $52,671and long- term lease liability of zero in 2020.The other leases do not have significant impact on the Company’s consolidated financial statements as of the date of the filing of this report. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company adopted this standard as of January 1, 2019 and it did not have any material impact on its consolidated financial statements. Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of the Asset | The useful lives are as follows: Office equipment 3 years Furniture and equipment 6 years Computer 4 years Technical equipment 3.3 years |
Schedule of Impairment of Goodwill | As a result, the Company fully impaired the goodwill from each 2019 acquisition as follows: Redwire $ 480,381 Rune 394,440 Bluwire 623,072 Social Decay 473,784 $ 1,971,677 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Unreviewed Pro Forma Financial Information | The pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisitions: Pro forma twelve months ended December 31 2019 Revenues $ 5,219,301 Cost of revenues 2,845,331 Gross profit 2,373,970 Operating expenses $ 5,799,715 Operating losses $ (9,204,291 ) Net Loss $ (12,630,036 ) Earnings Per Share $ (0.47 ) |
Red Wire Group, LLC. [Member] | |
Schedule of Assets and Net Liabilities Acquired | The following table summarizes the provisional purchase price allocations relating to the RWG acquisition: Preliminary Purchase Price Allocation Cash and cash equivalents $ 10 Inventory 48,000 Fixed assets, net 58,110 Goodwill 480,381 Accounts payable and accrued liabilities (136,501 ) Net assets acquired $ 450,000 |
Rune NYC, LLC [Member] | |
Schedule of Assets and Net Liabilities Acquired | The following table summarizes the provisional purchase price allocations relating to the Rune acquisition: Preliminary Purchase Price Allocation Cash and cash equivalents $ 12,914 Accounts receivable, net 23,506 Other current assets 9,750 Goodwill 394,440 Accounts payable and accrued liabilities (29,487 ) Non-controlling interest (30,834 ) Net assets acquired $ 380,289 |
Bluwire Group, LLC [Member] | |
Schedule of Assets and Net Liabilities Acquired | The following table summarizes the provisional purchase price allocations relating to the Bluwire acquisition: Preliminary Purchase Price Allocation Cash and cash equivalents $ 51,530 Accounts receivable, net 62,333 Inventory 212,777 Other assets 179,100 Fixed assets, net 271,449 Security deposit 59,800 Goodwill 623,072 Accounts payable and accrued liabilities (736,468 ) Due to stockholders (395,674 ) Non-controlling interest (127,919 ) Net assets acquired $ 200,000 |
Social Decay, LLC [Member] | |
Schedule of Assets and Net Liabilities Acquired | The following table summarizes the provisional purchase price allocations relating to the Social Sunday acquisition: Preliminary Purchase Price Allocation Cash and cash equivalents $ 3,418 Accounts receivable, net 13,189 Inventory 55,211 Fixed assets, net 20,529 Goodwill 473,784 Accounts payable and accrued liabilities (356,131 ) Net assets acquired $ 210,000 |
Prepaid Expense and Other Cur_2
Prepaid Expense and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expense and Other Current Assets | Prepaid expense and other current assets at December 31, 2020 and 2019 consists of the following: December 31, 2020 December 31, 2019 Prepaid expense $ 12,920 $ 7,600 Other current assets - - $ 12,920 $ 7,600 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets, Net | Fixed assets, net at December 31, 2020 and 2019 consists of the following: December 31, December 31, 2020 2019 Office equipment $ 280,966 $ 281,365 Furniture and equipment 58,118 58,118 Computer 13,704 13,704 Technical equipment 27,492 27,492 Truck - - Intellectual Property 78,506 78,506 Machinery - 458,786 458,785 Less: accumulated depreciation (370,557 ) (110,388 ) Equipment $ 88,228 $ 348,396 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities at December 31, 2020 and 2019 consists of the following: December 31, 2020 2019 Accounts payable $ 1,356,812 $ 1,249,740 Accrued expenses 1,241,850 548,920 Accrued Salaries 139,300 111,000 Accrued board of director fees 150,000 30,000 Accrued interest 299,631 191,836 $ 3,187,592 $ 2,167,496 |
Due to Stockholders (Tables)
Due to Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Due to Stockholders | Due to stockholders at December 31, 2020 and 2019 consists of the following: December 31, 2020 2019 Daniel Monteverde - 1,388 Angelo Ponzetta 11,217 10,167 Christopher Burden 172,536 172,536 Maurice Ojeda 200,000 200,000 $ 383,753 $ 384,091 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable at December 31, 2020 and 2019 consists of the following: December 31, 2020 2019 Dated September 15, 2017 $ 318,492 $ 337,653 Dated April 25, 2018 40,123 40,123 Dated September 21, 2018 56,714 56,714 Dated October 18, 2018 60,000 60,000 Dated November 28, 2018 33 25,443 Dated November 28, 2018 21,700 57,870 Dated November 29, 2018 25,000 25,000 Dated December 13, 2018 105,000 105,000 Dated January 15, 2019 115,000 115,000 Dated February 7, 2019 111,276 132,720 Dated February 19, 2019 64,500 64,500 Dated February 19, 2019 55,125 55,125 Dated March 13, 2019 55,125 55,125 Dated May 14, 2019 26,500 26,500 Dated May 17, 2019 27,825 27,825 Dated August 1, 2019 56,194 56,194 Dated August 7, 2019 55,125 55,125 Dated October 3, 2019 5,350 5,350 Dated October 25, 2019 6,825 6,825 Dated March 19, 2020 33,600 - Dated March 25, 2020 33,600 - Total convertible notes payable 1,273,107 1,308,092 Less: Unamortized debt discount (4,460 ) - Total convertible notes 1,268,647 1,308,092 Less: current portion of convertible notes 1,268,647 1,308,092 Long-term convertible notes $ - $ - |
Summary of Outstanding Notes Payable, Change in Derivative Liability and Debt Discount | The following table is a rollforward of activity, by each noteholder, for the years ended December 31, 2020 and 2019: Loan Holder Principal Amount Date Maturity OID & Financing Costs Balance at 12 31 17 Additions Payments Conversion Balance at 12 31 18 Additions Payments Conversion Balance at 12 31 19 Additions Payments Conversion 1 SBI Investment $ 200,000 9/27/2017 3/15/2018 200,000 75,000 (25,000 ) (93,150 ) 156,850 - - (6,697 ) 150,153 $ (19,160.78 ) 130,992 1 SBI Investment $ 187,500 11/14/2017 5/14/2018 187,500 - - - 187,500 - - - 187,500 187,500 2 LG Capital Funding, LLC $ 185,292 12/8/2017 6/8/2018 17,646 92,646 92,646 - (133,032 ) 52,260 - - (52,260 ) - 0 3 Cerberus Finance Group Ltd $ 185,292 12/12/2017 6/8/2018 17,646 92,646 92,646 (25,000 ) (53,183 ) 107,109 - (99,684 ) (7,425 ) - - 4 Eagle Equities LLC $ 50,000 3/15/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - 5 Adar Capital LLC $ 50,000 3/15/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - 6 Bellridge Capital LP $ 60,000 5/17/2018 5/17/2019 10,000 - 60,000 - (44,000 ) 16,000 - - (16,000 ) - - 7 Auctus $ 100,000 4/27/2018 4/25/2019 10,000 - 100,000 - (59,877 ) 40,123 - - - 40,123 40,123 8 Bellridge Capital LP $ 60,000 9/17/2018 3/15/2019 10,000 - 60,000 - - 60,000 - - (3,286 ) 56,714 56,714 9 Eagles Equity $ 50,000 9/21/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - 10 Adar Bay $ 50,000 10/4/2018 10/4/2018 2,500 - 50,000 - (50,000 ) - - - - - - 11 Bellridge Capital LP $ 60,000 10/18/2018 10/18/2019 10,000 - 60,000 - - 60,000 - - - 60,000 60,000 12 Adar Alef Omnibus $ 64,500 11/28/2018 11/29/2019 4,125 - 64,500 - - 64,500 - - (39,057 ) 25,443 $ (25,410.13 ) 33 13 Adar Alef Debt Purchase $ 25,000 11/28/2018 11/29/2019 - 25,000 - (25,000 ) - - - - - - 14 LG Capital Omnibus $ 64,500 11/28/2018 11/29/2019 4,125 - 64,500 - - 64,500 - - (6,630 ) 57,870 $ (36,170.00 ) 21,700 15 LG Capital Debt Purchase $ 25,000 11/29/2018 11/29/2018 - 25,000 - - 25,000 - - - 25,000 25,000 16 LG Capital Omnibus $ 105,000 12/13/2018 12/14/2019 5,000 - 105,000 - - 105,000 - - - 105,000 105,000 17 LG Capital Omnibus $ 115,000 1/15/2019 1/15/2020 5,750 - - - - 115,000 - - 115,000 115,000 18 Adar Alef Omnibus $ 132,720 2/7/2019 2/7/2020 6,000 - - - - 132,720 - - 132,720 $ (21,444.27 ) 111,276 19 Adar Alef Debt Note $ 108,055 2/7/2019 2/7/2019 8,371 - - - - 108,055 - (108,056 ) - - 20 Adar Alef Omnibus $ 64,500 2/19/2019 2/19/2020 4,125 - - - - 64,500 - - 64,500 64,500 21 LG Capital Omnibus $ 55,125 2/19/2019 2/19/2020 2,500 - - - - 55,125 - - 55,125 55,125 22 LG Capital Omnibus $ 55,125 3/13/2019 3/13/2020 2,500 - - - - 55,125 - - 55,125 55,125 23 Adar Alef Omnibus #2 Back End $ 26,500 5/14/2019 2/20/2020 1,500 - - - - 26,500 - - 26,500 26,500 24 LG Capital Omnibus #5 $ 27,825 5/17/2019 5/15/2020 2,825 - - - - 27,825 - - 27,825 27,825 25 Adar Alef Omnibus #2 BE 3rd Tranche $ 56,194 8/1/2019 2/7/2020 50,000 - - - - 56,194 - - 56,194 56,194 26 LG Capital Omnibus #7 $ 55,125 8/6/2019 2/7/2020 50,000 - - - - 55,125 - - 55,125 55,125 27 Adar Alef Omnibus #2 BE 4th Tranche $ 5,350 10/3/2019 2/7/2020 5,000 - - - - 5,350 - - 5,350 5,350 28 LG Capital Omnibus #8 $ 6,825 10/25/2019 10/26/2020 5,000 - - - - 6,825 - - 6,825 6,825 29 Adar Alef Omnibus # 5th Tranche $ 33,600 3/19/2020 9/19/2020 3,600 $ 33,600 33,600 30 LG Caputal Funding, LLC $ 33,600 3/25/2020 9/20/2020 3,600 $ 33,600 33,600 Convertible note total 214,021 572,792 1,024,292 (50,000 ) (608,242 ) 938,842 708,344 (99,684 ) (239,411 ) 1,308,092 67,200 - (102,185 ) |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value Assumptions | The following table present the assumptions used in the Lattice-Based and Black-Scholes Simulation models to determine the fair value of the derivative liabilities as of December 31, 2020 and 2019: December 31, 2020 (Black-Scholes) Risk-free interest rates 0.21 % Expected life (years) 1.00 year Expected dividends 0 % Expected volatility 467 % December 31, 2019 (Lattice Model) Risk-free interest rates 1.74 – 2.63 % Expected life (years) 0.05 – 1.00 years Expected dividends 0 % Expected volatility 226 – 736 % |
Schedule of Changes in Derivatives Liabilities | The following table provides a roll-forward of the fair values of the Company’s derivative liabilities for the years ended December 31, 2020 and 2019: Year Ended Balance – December 31, 2019 $ 5,359,442 Additional new conversion option derivatives 7,272 Conversion of note derivatives (428,733 ) Change in fair market value of derivative liabilities 18,860,260 Balance – December 31, 2020 $ 23,798,240 Year Ended Balance – December 31, 2018 $ 2,696,470 Issuance of new derivative liabilities 7,592,844 Conversions to paid-in capital (822,187 Reclass to additional paid-in capital (582,824 Change in fair market value of derivative liabilities (3,524,861 Balance – December 31, 2019 $ 5,359,442 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss from Continuing Operations Before Income Tax Expense (Benefit) | Loss from continuing operations before income tax expense (benefit) is as follows: For the Years Ended December 31, 2020 2019 Tax jurisdiction from: - US $ (22,106,596 ) $ (11,180,704 ) - Foreign Hong Kong (HK) (258,861 ) (788,542 ) Japan (JP) (20,988 ) (39,642 ) Switzerland (EU) 404,331 (215,687 ) Loss before income taxes $ (21,940,137 ) $ (12,146,948 ) |
Schedule of Deferred Tax Assets | The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2020 and 2019: December 31, 2020 2019 Deferred tax assets: NOL carryforwards United States – current rate $ 3,563,537 $ 2,917,945 United States – effect of change in statutory rate - - -Foreign 682,324 728.789 Total 4,246,044 3.646,734 Less: valuation allowance (4,264,044 ) (3,646,734 ) Net deferred tax asset $ - $ - |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - shares | Oct. 18, 2019 | Oct. 18, 2019 | May 18, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Reverse common stock split] | 100-for-1 | 100 for 1 reverse common stock split | |||
Common stock outstanding | 25,410,391 | 25,410,391 | 1,177,103,618 | 36,935,303 | |
Common stock authorized | 8,000,000,000 | 8,000,000,000 | 8,000,000,000 | 8,000,000,000 | |
Subsequent Event [Member] | |||||
Common stock authorized | 20,000,000,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (44,475,900) | $ (22,756,345) |
Working capital deficit | $ 31,490,395 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 11,784 | $ 118,860 |
Accounts receivable, doubtful debts | 0 | 0 |
Software development costs | 513,601 | |
Lease asset | 52,671 | 303,071 |
Short- term lease liability | 52,671 | 245,207 |
Long- term lease liability | $ 59,372 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of the Asset (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Office Equipment [Member] | |
Fixed assets estimated useful life | 3 years |
Furniture and Equipment [Member] | |
Fixed assets estimated useful life | 6 years |
Computer [Member] | |
Fixed assets estimated useful life | 4 years |
Technical Equipment [Member] | |
Fixed assets estimated useful life | 3 years 3 months 19 days |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Impairment of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Loss on impairment of goodwill | $ 1,971,677 | |
Redwire [Member] | ||
Loss on impairment of goodwill | 480,381 | |
Rune [Member] | ||
Loss on impairment of goodwill | 394,440 | |
Bluwire [Member] | ||
Loss on impairment of goodwill | 623,072 | |
Social Decay [Member] | ||
Loss on impairment of goodwill | $ 473,784 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Nov. 20, 2019 | Oct. 02, 2019 | Mar. 14, 2019 | Feb. 19, 2019 | May 01, 2018 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Aug. 20, 2019 |
Common Stock issued for acquisition | $ 1,327,105 | |||||||||
Impairment charge | 1,971,677 | |||||||||
Revenue | 721,312 | 1,628,607 | ||||||||
Accounts payable and accrued liabilities offset to other income | $ 3,187,592 | $ 2,167,496 | ||||||||
Bluwire Group, LLC [Member] | ||||||||||
Estimated useful lives of fixed assets | 5 years | |||||||||
Impairment charge | $ 623,072 | |||||||||
Revenue | $ 790,534 | |||||||||
Social Decay, LLC [Member] | ||||||||||
Estimated useful lives of fixed assets | 5 years | |||||||||
Impairment charge | $ 473,784 | |||||||||
Revenue | $ 55,638 | |||||||||
Social Decay, LLC [Member] | Minimum [Member] | ||||||||||
Intangible asset amortization period | 1 year | |||||||||
Social Decay, LLC [Member] | Maximum [Member] | ||||||||||
Intangible asset amortization period | 5 years | |||||||||
12 Europe, A.G. [Member] | ||||||||||
Accounts payable and accrued liabilities offset to other income | $ 445,244 | |||||||||
Outstanding social benefit payments | $ 35,000 | |||||||||
Red Wire Group, LLC. [Member] | ||||||||||
Estimated useful lives of fixed assets | 5 years | |||||||||
Impairment charge | $ 480,381 | |||||||||
Revenue | $ 594,735 | |||||||||
Series D-6 Preferred Stock [Member] | ||||||||||
Exchange shares for acquisition | 97,600 | |||||||||
Common Stock issued for acquisition | $ 488,000 | |||||||||
Series D-6 Preferred Stock [Member] | Social Decay, LLC [Member] | ||||||||||
Equity issued and outstanding percentage | 100.00% | |||||||||
Exchange shares for acquisition | 30,000 | |||||||||
Common Stock issued for acquisition | $ 210,000 | |||||||||
Series D-6 Preferred Stock [Member] | Social Decay, LLC [Member] | Escrow [Member] | ||||||||||
Exchange shares for acquisition | 12,000 | |||||||||
Series D-5 Preferred Stock [Member] | ||||||||||
Exchange shares for acquisition | 120,088 | |||||||||
Common Stock issued for acquisition | $ 480,352 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Exchange shares for acquisition | 500,000 | |||||||||
Common Stock issued for acquisition | $ 5 | |||||||||
Series A Preferred Stock [Member] | Bluwire Group, LLC [Member] | ||||||||||
Equity issued and outstanding percentage | 60.50% | |||||||||
Exchange shares for acquisition | 500,000 | |||||||||
Common Stock issued for acquisition | $ 200,000 | |||||||||
Red Wire Group, LLC. [Member] | ||||||||||
Cash consideration | $ 450,000 | |||||||||
Red Wire Group, LLC. [Member] | Series D-6 Preferred Stock [Member] | ||||||||||
Common Stock issued for acquisition | 30,000 | |||||||||
Red Wire Group, LLC. [Member] | Series D-5 Preferred Stock [Member] | ||||||||||
Common Stock issued for acquisition | $ 420,000 | |||||||||
Rune NYC, LLC [Member] | ||||||||||
Impairment charge | 394,440 | |||||||||
Revenue | $ 163,050 | |||||||||
E-motion Apparel, Inc [Member] | ||||||||||
Exchange shares for acquisition | 1,000,000 | |||||||||
Impairment charge | $ 551,111 | |||||||||
Accounts payable and accrued liabilities offset to other income | $ 511,486 | |||||||||
Notes payable offset to other income | $ 250,000 | |||||||||
Share Exchange Agreement [Member] | Red Wire Group, LLC. [Member] | Series D-5 and Series D-6 Preferred Stock [Member] | ||||||||||
Equity issued and outstanding percentage | 100.00% | |||||||||
Share Exchange Agreement [Member] | Red Wire Group, LLC. [Member] | Series D-6 Preferred Stock [Member] | ||||||||||
Equity issued and outstanding percentage | 75.00% | |||||||||
Exchange shares for acquisition | 54,000 | |||||||||
Exchange shares stated value | $ 5 | |||||||||
Share Exchange Agreement [Member] | Red Wire Group, LLC. [Member] | Series D-5 Preferred Stock [Member] | ||||||||||
Equity issued and outstanding percentage | 25.00% | |||||||||
Exchange shares for acquisition | 37,500 | |||||||||
Exchange shares stated value | $ 4 | |||||||||
Share Exchange Agreement [Member] | Rune NYC, LLC [Member] | Series D-5 Preferred Stock [Member] | ||||||||||
Equity issued and outstanding percentage | 92.50% | |||||||||
Exchange shares for acquisition | 82,588 | |||||||||
Exchange shares stated value | $ 4 | |||||||||
Cash consideration | $ 49,937 | |||||||||
Common Stock issued for acquisition | $ 380,289 | |||||||||
Share Exchange Agreement [Member] | E-motion Apparel, Inc [Member] | ||||||||||
Equity issued and outstanding percentage | 100.00% | |||||||||
Exchange shares for acquisition | 1,000,000 | |||||||||
Common Stock issued for acquisition | $ 80,000 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets and Net Liabilities Acquired (Details) - USD ($) | Nov. 20, 2019 | Oct. 02, 2019 | Mar. 14, 2019 | Feb. 19, 2019 |
Red Wire Group, LLC. [Member] | ||||
Cash and cash equivalents | $ 10 | |||
Inventory | 48,000 | |||
Fixed assets, net | 58,110 | |||
Goodwill | 480,381 | |||
Accounts payable and accrued liabilities | (136,501) | |||
Net assets acquired | $ 450,000 | |||
Rune NYC, LLC [Member] | ||||
Cash and cash equivalents | $ 12,914 | |||
Accounts receivable, net | 23,506 | |||
Other current assets | 9,750 | |||
Goodwill | 394,440 | |||
Accounts payable and accrued liabilities | (29,487) | |||
Non-controlling interest | (30,834) | |||
Net assets acquired | $ 380,289 | |||
Bluwire Group, LLC [Member] | ||||
Cash and cash equivalents | $ 51,530 | |||
Accounts receivable, net | 62,333 | |||
Inventory | 212,777 | |||
Other current assets | 179,100 | |||
Fixed assets, net | 271,449 | |||
Security deposit | 59,800 | |||
Goodwill | 623,072 | |||
Accounts payable and accrued liabilities | (736,468) | |||
Due to stockholders | (395,674) | |||
Non-controlling interest | (127,919) | |||
Net assets acquired | $ 200,000 | |||
Social Decay, LLC [Member] | ||||
Cash and cash equivalents | $ 3,418 | |||
Accounts receivable, net | 13,189 | |||
Inventory | 55,211 | |||
Fixed assets, net | 20,529 | |||
Goodwill | 473,784 | |||
Accounts payable and accrued liabilities | (356,131) | |||
Net assets acquired | $ 210,000 |
Acquisitions - Schedule of Unre
Acquisitions - Schedule of Unreviewed Pro Forma Financial Information (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Business Combinations [Abstract] | |
Revenues | $ 5,219,301 |
Cost of revenues | 2,845,331 |
Gross profit | 2,373,970 |
Operating expenses | 5,799,715 |
Operating losses | (9,204,291) |
Net Loss | $ (12,630,036) |
Earnings Per Share | $ / shares | $ (0.47) |
Prepaid Expense and Other Cur_3
Prepaid Expense and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expense | $ 12,920 | $ 7,600 |
Other current assets | ||
Prepaid expenses and other current assets | $ 12,920 | $ 7,600 |
Fixed Assets, Net (Details Narr
Fixed Assets, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 439,269 | $ 99,107 |
Fixed Assets, Net - Schedule of
Fixed Assets, Net - Schedule of Fixed Assets, Net (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Subtotal Fixed Assets | $ 458,786 | $ 458,785 |
Less: accumulated depreciation | (370,557) | (110,388) |
Total | 88,228 | 348,396 |
Intellectual Property [Member] | ||
Subtotal Fixed Assets | 78,506 | 78,506 |
Office Equipment [Member] | ||
Subtotal Fixed Assets | 280,966 | 281,365 |
Furniture and Equipment [Member] | ||
Subtotal Fixed Assets | 58,118 | 58,118 |
Computer [Member] | ||
Subtotal Fixed Assets | 13,704 | 13,704 |
Technical Equipment [Member] | ||
Subtotal Fixed Assets | 27,492 | 27,492 |
Truck [Member] | ||
Subtotal Fixed Assets |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,356,812 | $ 1,249,740 |
Accrued expenses | 1,241,850 | 548,920 |
Accrued Salaries | 139,300 | 111,000 |
Accrued board of director fees | 150,000 | 30,000 |
Accrued interest | 299,631 | 191,836 |
Accounts payable and accrued liabilities | $ 3,187,592 | $ 2,167,496 |
Due to Stockholders (Details Na
Due to Stockholders (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Converted into stock | $ 120,300 | $ 251,521 |
Accrued salaries | 139,300 | 111,000 |
Accrued board of director fees | 150,000 | 30,000 |
Bluwire Acquisition [Member] | Christopher Burden and Maurice Ojeda [Member] | ||
Assumed liabilities | $ 372,536 | |
Series A Preferred Stock [Member] | ||
Converted into stock | $ 723,253 |
Due to Stockholders - Schedule
Due to Stockholders - Schedule of Due to Stockholders (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Due to stockholders | $ 383,753 | $ 384,091 |
Daniel Monteverde [Member] | ||
Due to stockholders | 1,388 | |
Angelo Ponzetta [Member] | ||
Due to stockholders | 11,217 | 10,167 |
Christopher Burden [Member] | ||
Due to stockholders | 172,536 | 172,536 |
Maurice Ojeda [Member] | ||
Due to stockholders | $ 200,000 | $ 200,000 |
Related Party Notes Payable (De
Related Party Notes Payable (Details Narrative) - USD ($) | Oct. 03, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts payable and accrued liabilities offset to other income | $ 3,187,592 | $ 2,167,496 | |
Two Demand Notes [Member] | |||
Debt principal amount | 31,000 | $ 31,000 | |
Emotion Fashion Group Inc [Member] | |||
Accounts payable and accrued liabilities offset to other income | 261,486 | ||
Notes payable | 250,000 | ||
Bluwire Group, LLC [Member] | Secured Demand Promissory Note [Member] | |||
Debt principal amount | $ 300,000 | ||
Accrued interest amount | $ 15,000 | ||
Converted notes payable into equity, reclassed as additional paid-in capital | $ 300,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Dec. 31, 2020USD ($) |
Private Investor [Member] | |
Note payable current | $ 35,000 |
SBA and PPP Loans (Details Narr
SBA and PPP Loans (Details Narrative) - USD ($) | Mar. 27, 2020 | May 22, 2021 | Aug. 31, 2020 | May 22, 2020 | Apr. 05, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Proceeds from bank loans | $ 16,687 | ||||||
Payroll Protection Loans [Member] | |||||||
Debt payment terms | The remaining portion needs to be repaid over 2 years with a 6-month moratorium on payments and carry a 1% annual interest rate. | ||||||
Debt interest rate | 1.00% | 1.00% | |||||
Proceeds from bank loans | $ 302,602 | $ 294,882 | $ 302,602 | ||||
Economic Industry Disaster Loans [Member] | |||||||
Debt payment terms | Aggregate monthly payments of 13 months after receipt of funds. | ||||||
Debt interest rate | 3.75% | ||||||
Proceeds from bank loans | $ 325,300 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Mar. 25, 2020USD ($) | Mar. 18, 2020USD ($) | Dec. 31, 2020USD ($)dshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Interest expense | $ 471,579 | $ 8,995,066 | ||||
Unamortized debt discount | 4,460 | |||||
Conversion of note, values issued | $ 120,300 | $ 251,521 | ||||
Conversion of note, shares issued | shares | 785,026,210 | 17,803,260 | ||||
Convertible promissory note | $ 1,268,647 | $ 1,308,092 | ||||
General default reserve | 2,278,648 | 1,769,791 | ||||
New Convertible Notes Issued in 2020 [Member] | ||||||
Unamortized debt discount | 4,460 | |||||
Twenty One Outstanding Convertible Notes [Member] | ||||||
Convertible promissory note | $ 1,273,107 | |||||
Debt maturity date, description | The 2019 notes matured from January 2020 to May 2020. The 2020 notes matured in September 2020. | |||||
Twenty One Outstanding Convertible Notes [Member] | Minimum [Member] | ||||||
Debt interest rate | 8.00% | |||||
Original issue of discount percentage | 10.00% | |||||
Debt redemption percentage | 105.00% | |||||
Twenty One Outstanding Convertible Notes [Member] | Maximum [Member] | ||||||
Debt interest rate | 12.00% | |||||
Original issue of discount percentage | 25.00% | |||||
Debt redemption percentage | 130.00% | |||||
Twenty One Outstanding Convertible Notes [Member] | ||||||
Debt conversion percentage | 60.00% | |||||
Debt conversion trading days | d | 30 | |||||
Convertible Notes [Member] | ||||||
Debt conversion percentage | 75.00% | |||||
Debt conversion trading days | d | 10 | |||||
One time interest charge percentage | 9.00% | |||||
Adar Alef LLC [Member] | ||||||
Legal fees | $ 3,600 | |||||
Convertible promissory note | 33,600 | |||||
Adar Alef LLC [Member] | Promissory Note Agreement [Member] | ||||||
Debt principal amount | 33,600 | |||||
Contingent consideration | 30,000 | |||||
Legal fees | $ 3,600 | |||||
Debt conversion description | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date. | |||||
LG Capital Funding, LLC [Member] | ||||||
Debt principal amount | $ 185,292 | |||||
Legal fees | $ 3,600 | |||||
Conversion of note, values issued | 52,260 | $ 133,032 | ||||
Convertible promissory note | 33,600 | $ 0 | $ 0 | $ 52,260 | $ 92,646 | |
LG Capital Funding, LLC [Member] | Promissory Note Agreement [Member] | ||||||
Debt principal amount | $ 33,600 | |||||
Debt conversion description | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date. |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total convertible notes payable | $ 1,273,107 | $ 1,308,092 |
Less: Unamortized debt discount | (4,460) | |
Total convertible notes | 1,268,647 | 1,308,092 |
Less: current portion of convertible notes | 1,268,647 | 1,308,092 |
Long-term convertible notes | 0 | |
September 15, 2017 [Member] | ||
Total convertible notes payable | 318,492 | 337,653 |
April 25, 2018 [Member] | ||
Total convertible notes payable | 40,123 | 40,123 |
September 21, 2018 [Member] | ||
Total convertible notes payable | 56,714 | 56,714 |
October 18, 2018 [Member] | ||
Total convertible notes payable | 60,000 | 60,000 |
November 28, 2018 [Member] | ||
Total convertible notes payable | 33 | 25,443 |
November 28, 2018 [Member] | ||
Total convertible notes payable | 21,700 | 57,870 |
November 29, 2018 [Member] | ||
Total convertible notes payable | 25,000 | 25,000 |
December 13, 2018 [Member] | ||
Total convertible notes payable | 105,000 | 105,000 |
January 15, 2019 [Member] | ||
Total convertible notes payable | 115,000 | 115,000 |
February 7, 2019 [Member] | ||
Total convertible notes payable | 111,276 | 132,720 |
February 19, 2019 [Member] | ||
Total convertible notes payable | 64,500 | 64,500 |
February 19, 2019 [Member] | ||
Total convertible notes payable | 55,125 | 55,125 |
March 13, 2019 [Member] | ||
Total convertible notes payable | 55,125 | 55,125 |
May 14, 2019 [Member] | ||
Total convertible notes payable | 26,500 | 26,500 |
May 17, 2019 [Member] | ||
Total convertible notes payable | 27,825 | 27,825 |
August 1, 2019 [Member] | ||
Total convertible notes payable | 56,194 | 56,194 |
August 7, 2019 [Member] | ||
Total convertible notes payable | 55,125 | 55,125 |
October 3, 2019 [Member] | ||
Total convertible notes payable | 5,350 | 5,350 |
October 25, 2019 [Member] | ||
Total convertible notes payable | 6,825 | $ 6,825 |
March 19, 2020 [Member] | ||
Total convertible notes payable | 33,600 | |
March 25, 2020 [Member] | ||
Total convertible notes payable | $ 33,600 |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of Outstanding Notes Payable, Change in Derivative Liability and Debt Discount (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance | $ 1,308,092 | ||
Payments | $ (99,684) | ||
Conversion | (120,300) | (251,521) | |
Balance | 1,268,647 | 1,308,092 | |
Convertible Notes Payable [Member] | |||
Principal Amount | |||
OID & Financing Costs | 214,021 | 242,113 | |
Balance | 1,308,092 | 938,842 | $ 572,792 |
Additions | 67,200 | 708,344 | 1,024,292 |
Payments | (99,684) | (50,000) | |
Conversion | (102,185) | (239,411) | (608,242) |
Balance | 1,273,107 | 1,308,092 | 938,842 |
SBI Investment [Member] | |||
Principal Amount | $ 200,000 | ||
Date | Sep. 27, 2017 | ||
Maturity | Mar. 15, 2018 | ||
OID & Financing Costs | |||
Balance | 150,153 | 156,850 | 200,000 |
Additions | 75,000 | ||
Payments | (25,000) | ||
Conversion | (19,161) | (6,697) | (93,150) |
Balance | 130,992 | 150,153 | 156,850 |
SBI Investment [Member] | |||
Principal Amount | $ 187,500 | ||
Date | Nov. 14, 2017 | ||
Maturity | May 14, 2018 | ||
OID & Financing Costs | |||
Balance | 187,500 | 187,500 | 187,500 |
Additions | |||
Payments | |||
Conversion | |||
Balance | 187,500 | 187,500 | 187,500 |
LG Capital Funding, LLC [Member] | |||
Principal Amount | $ 185,292 | ||
Date | Dec. 8, 2017 | ||
Maturity | Jun. 8, 2018 | ||
OID & Financing Costs | $ 17,646 | ||
Balance | 0 | 52,260 | 92,646 |
Additions | 92,646 | ||
Payments | |||
Conversion | (52,260) | (133,032) | |
Balance | 0 | 0 | 52,260 |
Cerberus Finance Group Ltd [Member] | |||
Principal Amount | $ 185,292 | ||
Date | Dec. 12, 2017 | ||
Maturity | Jun. 8, 2018 | ||
OID & Financing Costs | $ 17,646 | ||
Balance | 107,109 | 92,646 | |
Additions | 92,646 | ||
Payments | (99,684) | (25,000) | |
Conversion | (7,425) | (53,183) | |
Balance | 107,109 | ||
Eagle Equities, LLC [Member] | |||
Principal Amount | $ 50,000 | ||
Date | Mar. 15, 2018 | ||
Maturity | Mar. 15, 2019 | ||
OID & Financing Costs | $ 2,500 | ||
Balance | |||
Additions | 50,000 | ||
Payments | |||
Conversion | (50,000) | ||
Balance | |||
Adar Capital LLC [Member] | |||
Principal Amount | $ 50,000 | ||
Date | Mar. 15, 2018 | ||
Maturity | Mar. 15, 2019 | ||
OID & Financing Costs | $ 2,500 | ||
Balance | |||
Additions | 50,000 | ||
Payments | |||
Conversion | (50,000) | ||
Balance | |||
Bellridge Capital LP [Member] | |||
Principal Amount | $ 60,000 | ||
Date | May 17, 2018 | ||
Maturity | May 17, 2019 | ||
OID & Financing Costs | $ 10,000 | ||
Balance | 16,000 | ||
Additions | 60,000 | ||
Payments | |||
Conversion | (16,000) | (44,000) | |
Balance | 16,000 | ||
Auctus [Member] | |||
Principal Amount | $ 100,000 | ||
Date | Apr. 27, 2018 | ||
Maturity | Apr. 25, 2019 | ||
OID & Financing Costs | $ 10,000 | ||
Balance | 40,123 | 40,123 | |
Additions | 100,000 | ||
Payments | |||
Conversion | (59,877) | ||
Balance | 40,123 | 40,123 | 40,123 |
Bellridge Capital LP [Member] | |||
Principal Amount | $ 60,000 | ||
Date | Sep. 17, 2018 | ||
Maturity | Mar. 15, 2019 | ||
OID & Financing Costs | $ 10,000 | ||
Balance | 56,714 | 60,000 | |
Additions | 60,000 | ||
Payments | |||
Conversion | (3,286) | ||
Balance | 56,714 | 56,714 | 60,000 |
Eagles Equity [Member] | |||
Principal Amount | $ 50,000 | ||
Date | Sep. 21, 2018 | ||
Maturity | Mar. 15, 2019 | ||
OID & Financing Costs | $ 2,500 | ||
Balance | |||
Additions | 50,000 | ||
Payments | |||
Conversion | (50,000) | ||
Balance | |||
Adar Bay [Member] | |||
Principal Amount | $ 50,000 | ||
Date | Oct. 4, 2018 | ||
Maturity | Oct. 4, 2018 | ||
OID & Financing Costs | $ 2,500 | ||
Balance | |||
Additions | 50,000 | ||
Payments | |||
Conversion | (50,000) | ||
Balance | |||
Bellridge Capital LP [Member] | |||
Principal Amount | $ 60,000 | ||
Date | Oct. 18, 2018 | ||
Maturity | Oct. 19, 2018 | ||
OID & Financing Costs | $ 10,000 | ||
Balance | 60,000 | 60,000 | |
Additions | 60,000 | ||
Payments | |||
Conversion | |||
Balance | 60,000 | 60,000 | 60,000 |
Adar Alef Omnibus [Member] | |||
Principal Amount | $ 64,500 | ||
Date | Nov. 28, 2018 | ||
Maturity | Nov. 29, 2019 | ||
OID & Financing Costs | $ 4,125 | ||
Balance | 25,443 | 64,500 | |
Additions | 64,500 | ||
Payments | |||
Conversion | (25,410) | (39,057) | |
Balance | 33 | 25,443 | 64,500 |
Adar Alef Debt Purchase [Member] | |||
Principal Amount | $ 25,000 | ||
Date | Nov. 28, 2018 | ||
Maturity | Nov. 29, 2019 | ||
OID & Financing Costs | |||
Balance | |||
Additions | 25,000 | ||
Payments | |||
Conversion | (25,000) | ||
Balance | |||
LG Capital Omnibus [Member] | |||
Principal Amount | $ 64,500 | ||
Date | Nov. 28, 2018 | ||
Maturity | Nov. 29, 2019 | ||
OID & Financing Costs | $ 4,125 | ||
Balance | 57,870 | 64,500 | |
Additions | 64,500 | ||
Payments | |||
Conversion | (36,170) | (6,630) | |
Balance | 21,700 | 57,870 | 64,500 |
LG Capital Debt Purchase [Member] | |||
Principal Amount | $ 25,000 | ||
Date | Nov. 29, 2018 | ||
Maturity | Nov. 29, 2018 | ||
OID & Financing Costs | |||
Balance | 25,000 | 25,000 | |
Additions | 25,000 | ||
Payments | |||
Conversion | |||
Balance | 25,000 | 25,000 | 25,000 |
LG Capita lOmnibus [Member] | |||
Principal Amount | $ 105,000 | ||
Date | Dec. 13, 2018 | ||
Maturity | Dec. 14, 2019 | ||
OID & Financing Costs | $ 5,000 | ||
Balance | 105,000 | 105,000 | |
Additions | 105,000 | ||
Payments | |||
Conversion | |||
Balance | 105,000 | 105,000 | 105,000 |
LG Capital Omnibus [Member] | |||
Principal Amount | $ 115,000 | ||
Date | Jan. 15, 2019 | ||
Maturity | Jan. 15, 2020 | ||
OID & Financing Costs | $ 5,750 | ||
Balance | 115,000 | ||
Additions | 115,000 | ||
Payments | |||
Conversion | |||
Balance | 115,000 | 115,000 | |
Adar Alef Omnibus One [Member] | |||
Principal Amount | $ 132,720 | ||
Date | Feb. 7, 2019 | ||
Maturity | Feb. 7, 2020 | ||
OID & Financing Costs | $ 6,000 | ||
Balance | 132,720 | ||
Additions | 132,720 | ||
Payments | |||
Conversion | (21,444) | ||
Balance | 111,276 | 132,720 | |
Adar Alef Debt Note [Member] | |||
Principal Amount | $ 108,055 | ||
Date | Feb. 7, 2019 | ||
Maturity | Feb. 7, 2019 | ||
OID & Financing Costs | $ 8,371 | ||
Balance | |||
Additions | 108,055 | ||
Payments | |||
Conversion | (108,056) | ||
Balance | |||
Adar Alef Omnibus [Member] | |||
Principal Amount | $ 64,500 | ||
Date | Feb. 19, 2019 | ||
Maturity | Feb. 19, 2020 | ||
OID & Financing Costs | $ 4,125 | ||
Balance | 64,500 | ||
Additions | 64,500 | ||
Payments | |||
Conversion | |||
Balance | 64,500 | 64,500 | |
LG Capital Omnibus [Member] | |||
Principal Amount | $ 55,125 | ||
Date | Feb. 19, 2019 | ||
Maturity | Feb. 19, 2020 | ||
OID & Financing Costs | $ 2,500 | ||
Balance | 55,125 | ||
Additions | 55,125 | ||
Payments | |||
Conversion | |||
Balance | 55,125 | 55,125 | |
LG Capital Omnibus [Member] | |||
Principal Amount | $ 55,125 | ||
Date | Mar. 13, 2019 | ||
Maturity | Mar. 13, 2020 | ||
OID & Financing Costs | $ 2,500 | ||
Balance | 55,125 | ||
Additions | 55,125 | ||
Payments | |||
Conversion | |||
Balance | 55,125 | 55,125 | |
Adar Alef Omnibus #2 Back End [Member] | |||
Principal Amount | $ 26,500 | ||
Date | May 14, 2019 | ||
Maturity | Feb. 20, 2020 | ||
OID & Financing Costs | $ 1,500 | ||
Balance | 26,500 | ||
Additions | 26,500 | ||
Payments | |||
Conversion | |||
Balance | 26,500 | 26,500 | |
LG Capital Omnibus #5 [Member] | |||
Principal Amount | $ 27,825 | ||
Date | May 17, 2019 | ||
Maturity | May 15, 2020 | ||
OID & Financing Costs | $ 2,825 | ||
Balance | 27,825 | ||
Additions | 27,825 | ||
Payments | |||
Conversion | |||
Balance | 27,825 | 27,825 | |
Adar Alef Omnibus #2 BE 3rd Tranche [Member] | |||
Principal Amount | $ 56,194 | ||
Date | Aug. 1, 2019 | ||
Maturity | Feb. 7, 2020 | ||
OID & Financing Costs | $ 50,000 | ||
Balance | 56,194 | ||
Additions | 56,194 | ||
Payments | |||
Conversion | |||
Balance | 56,194 | 56,194 | |
LG Capital Omnibus #7 [Member] | |||
Principal Amount | $ 55,125 | ||
Date | Aug. 6, 2019 | ||
Maturity | Feb. 7, 2020 | ||
OID & Financing Costs | $ 50,000 | ||
Balance | 55,125 | ||
Additions | 55,125 | ||
Payments | |||
Conversion | |||
Balance | 55,125 | 55,125 | |
Adar Alef Omnibus #2 BE 4th Tranche [Member] | |||
Principal Amount | $ 5,350 | ||
Date | Oct. 3, 2019 | ||
Maturity | Feb. 7, 2020 | ||
OID & Financing Costs | $ 5,000 | ||
Balance | 5,350 | ||
Additions | 5,350 | ||
Payments | |||
Conversion | |||
Balance | 5,350 | 5,350 | |
LG Capital Omnibus #8 [Member] | |||
Principal Amount | $ 6,825 | ||
Date | Oct. 25, 2019 | ||
Maturity | Oct. 26, 2020 | ||
OID & Financing Costs | $ 5,000 | ||
Balance | 6,825 | ||
Additions | 6,825 | ||
Payments | |||
Conversion | |||
Balance | 6,825 | 6,825 | |
Adar Alef Omnibus # 5th Tranche [Member] | |||
Principal Amount | $ 33,600 | ||
Date | Mar. 19, 2020 | ||
Maturity | Sep. 19, 2020 | ||
OID & Financing Costs | $ 3,600 | ||
Balance | |||
Additions | 33,600 | ||
Payments | |||
Conversion | |||
Balance | 33,600 | ||
LG Capital Funding, LLC One [Member] | |||
Principal Amount | $ 33,600 | ||
Date | Mar. 25, 2020 | ||
Maturity | Sep. 20, 2020 | ||
OID & Financing Costs | $ 3,600 | ||
Balance | |||
Additions | 33,600 | ||
Payments | |||
Conversion | |||
Balance | $ 33,600 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Risk Free Interest Rate [Member] | Black-Scholes [Member] | ||
Derivative liability, measurement input, percentage | 0.21 | |
Risk Free Interest Rate [Member] | Lattice Model [Member] | Minimum [Member] | ||
Derivative liability, measurement input, percentage | 1.74 | |
Risk Free Interest Rate [Member] | Lattice Model [Member] | Maximum [Member] | ||
Derivative liability, measurement input, percentage | 2.63 | |
Expected Life (Years) [Member] | Black-Scholes [Member] | ||
Derivative liability, measurement input, Term | 1 year | |
Expected Life (Years) [Member] | Lattice Model [Member] | Minimum [Member] | ||
Derivative liability, measurement input, Term | 18 days | |
Expected Life (Years) [Member] | Lattice Model [Member] | Maximum [Member] | ||
Derivative liability, measurement input, Term | 1 year | |
Expected Dividends [Member] | Black-Scholes [Member] | ||
Derivative liability, measurement input, percentage | 0 | |
Expected Dividends [Member] | Lattice Model [Member] | ||
Derivative liability, measurement input, percentage | 0 | |
Expected Volatility [Member] | Black-Scholes [Member] | ||
Derivative liability, measurement input, percentage | 467 | |
Expected Volatility [Member] | Lattice Model [Member] | Minimum [Member] | ||
Derivative liability, measurement input, percentage | 226 | |
Expected Volatility [Member] | Lattice Model [Member] | Maximum [Member] | ||
Derivative liability, measurement input, percentage | 736 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Changes in Derivatives Liabilities (Details) - Derivative Liabilities [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Liabilities, Beginning Balance | $ 5,359,442 | $ 2,696,470 |
Issuance of new derivative liabilities | 7,272 | 7,592,844 |
Conversions to paid- in capital | (428,733) | (822,187) |
Reclass to additional pain-in capital | (582,824) | |
Change in fair market value of derivative liabilities | 18,860,260 | (3,524,861) |
Derivative Liabilities, Ending Balance | $ 23,798,240 | $ 5,359,442 |
Merchant Financing (Details Nar
Merchant Financing (Details Narrative) - USD ($) | Jun. 01, 2021 | May 17, 2021 | May 13, 2021 | May 06, 2021 | May 04, 2021 | Apr. 30, 2021 | Apr. 21, 2021 | Mar. 27, 2020 | Mar. 25, 2020 | Mar. 18, 2020 | Mar. 05, 2020 | Mar. 03, 2020 | Jan. 24, 2020 | Jan. 04, 2020 | Dec. 23, 2019 | Dec. 18, 2019 | Nov. 04, 2019 | Oct. 11, 2019 | Sep. 24, 2019 | Aug. 20, 2019 | Jun. 27, 2019 | May 31, 2021 | May 22, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 22, 2021 | May 18, 2021 | May 22, 2020 | Oct. 18, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Proceeds from related party debt | $ 331,000 | ||||||||||||||||||||||||||||||||
Merchant financing payables | $ 412,647 | 412,647 | 631,664 | ||||||||||||||||||||||||||||||
Merchant financing unamortized discounts | 2,754 | 2,754 | 158,835 | ||||||||||||||||||||||||||||||
Merchant financing net | 409,892 | 409,892 | 472,829 | ||||||||||||||||||||||||||||||
Convertible promissory note | $ 1,268,647 | $ 1,268,647 | $ 1,308,092 | ||||||||||||||||||||||||||||||
Common stock, shares authorized | 8,000,000,000 | 8,000,000,000 | 8,000,000,000 | 8,000,000,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Common stock, shares authorized | 20,000,000,000 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Richard Berman [Member] | |||||||||||||||||||||||||||||||||
Invested in exchange for preferred shares | $ 50,000 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Richard Berman [Member] | Option [Member] | |||||||||||||||||||||||||||||||||
Invested in exchange for preferred shares | $ 100,000 | ||||||||||||||||||||||||||||||||
Payroll Protection Loans [Member] | |||||||||||||||||||||||||||||||||
Debt payment terms | The remaining portion needs to be repaid over 2 years with a 6-month moratorium on payments and carry a 1% annual interest rate. | ||||||||||||||||||||||||||||||||
Debt interest rate | 1.00% | 1.00% | |||||||||||||||||||||||||||||||
Payroll Protection Loans [Member] | Subsequent Event [Member] | 2020 [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 294,882 | ||||||||||||||||||||||||||||||||
Payroll Protection Loans [Member] | Subsequent Event [Member] | 2021 [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 302,602 | ||||||||||||||||||||||||||||||||
12 Retail Subsidiary [Member] | |||||||||||||||||||||||||||||||||
Debt payment terms | Advances that are paid back and renewed in 45 to 60 day intervals for inventory and special orders for customers. | ||||||||||||||||||||||||||||||||
12 Retail Subsidiary [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 30,000 | ||||||||||||||||||||||||||||||||
12 Retail Subsidiary [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | 50,000 | ||||||||||||||||||||||||||||||||
Small Business Administration [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 325,600 | ||||||||||||||||||||||||||||||||
Debt interest rate | 3.75% | ||||||||||||||||||||||||||||||||
Adar Alef LLC [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 30,000 | ||||||||||||||||||||||||||||||||
Debt payment terms | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date. | ||||||||||||||||||||||||||||||||
Convertible promissory note | $ 33,600 | ||||||||||||||||||||||||||||||||
Fees and legal expenses | $ 3,600 | ||||||||||||||||||||||||||||||||
Adar Alef LLC [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||
LG Capital Funding, LLC [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 30,000 | ||||||||||||||||||||||||||||||||
Debt payment terms | The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date. | ||||||||||||||||||||||||||||||||
Convertible promissory note | $ 33,600 | $ 0 | $ 0 | $ 0 | $ 52,260 | $ 92,646 | |||||||||||||||||||||||||||
Fees and legal expenses | $ 3,600 | ||||||||||||||||||||||||||||||||
SBI Investments LLC [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 40,000 | $ 30,000 | |||||||||||||||||||||||||||||||
Oasis [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 50,000 | $ 30,000 | |||||||||||||||||||||||||||||||
SBI [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 40,000 | ||||||||||||||||||||||||||||||||
Common stock, shares authorized | 8,000,000,000 | 20,000,000,000 | |||||||||||||||||||||||||||||||
Receivable Purchase Agreement [Member] | Rune NYC, LLC [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 14,550 | $ 19,400 | |||||||||||||||||||||||||||||||
Debt payment terms | Payment over 3.5 months | Payment over 7 months | |||||||||||||||||||||||||||||||
Debt fee amount | $ 4,800 | $ 7,600 | |||||||||||||||||||||||||||||||
Receivable Purchase Agreement [Member] | 12 Europe A.G., [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 35,000 | ||||||||||||||||||||||||||||||||
Receivable Purchase Agreement [Member] | Bluwire Group, LLC [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 343,000 | ||||||||||||||||||||||||||||||||
Debt payment terms | Payment over 8 months | ||||||||||||||||||||||||||||||||
Debt fee amount | $ 7,000 | ||||||||||||||||||||||||||||||||
Notes payable | 360,000 | ||||||||||||||||||||||||||||||||
Receivable Purchase Agreement [Member] | Red Wire Group [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 24,200 | ||||||||||||||||||||||||||||||||
Debt payment terms | Payment over 5.5 months | ||||||||||||||||||||||||||||||||
Debt fee amount | $ 12,050 | ||||||||||||||||||||||||||||||||
Receivable Purchase Agreement One [Member] | Rune NYC, LLC [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 17,666 | ||||||||||||||||||||||||||||||||
Debt payment terms | Payment over 9 months | ||||||||||||||||||||||||||||||||
Debt fee amount | $ 12,900 | ||||||||||||||||||||||||||||||||
Retired prior obligation | $ 15,353 | ||||||||||||||||||||||||||||||||
Receivable Purchase Agreement One [Member] | Bluwire Group, LLC [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 145,500 | ||||||||||||||||||||||||||||||||
Debt payment terms | Payment over 6 months | ||||||||||||||||||||||||||||||||
Debt fee amount | $ 4,500 | ||||||||||||||||||||||||||||||||
Notes payable | $ 162,000 | ||||||||||||||||||||||||||||||||
Receivable Purchase Agreement Two [Member] | Rune NYC, LLC [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 24,279 | ||||||||||||||||||||||||||||||||
Debt payment terms | Payment over 8.5 months | ||||||||||||||||||||||||||||||||
Debt fee amount | $ 24,760 | ||||||||||||||||||||||||||||||||
Retired prior obligation | $ 29,021 | ||||||||||||||||||||||||||||||||
Future Receivable Purchase Agreement [Member] | Rune NYC, LLC [Member] | Vox Funding [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 14,500 | ||||||||||||||||||||||||||||||||
Debt payment terms | Payment over 70 business days | ||||||||||||||||||||||||||||||||
Debt fee amount | $ 4,850 | ||||||||||||||||||||||||||||||||
First Future Receivable Purchase Agreement [Member] | Vox Funding [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 14,500 | ||||||||||||||||||||||||||||||||
Debt payment terms | Payment over 3.5 months | ||||||||||||||||||||||||||||||||
Debt fee amount | $ 4,850 | ||||||||||||||||||||||||||||||||
Second Future Receivable Purchase Agreement [Member] | Vox Funding [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 5,605 | ||||||||||||||||||||||||||||||||
Debt payment terms | Payment over 2 months | ||||||||||||||||||||||||||||||||
Debt fee amount | $ 1,895 | ||||||||||||||||||||||||||||||||
Third Future Receivable Purchase Agreement [Member] | Reliant Funding [Member] | |||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 83,000 | ||||||||||||||||||||||||||||||||
Debt payment terms | Payment over 6 months | ||||||||||||||||||||||||||||||||
Debt fee amount | $ 3,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jan. 16, 2020 | Oct. 18, 2019 | May 09, 2019 | Apr. 05, 2019 | Apr. 03, 2019 | Apr. 03, 2019 | Mar. 14, 2019 | Mar. 14, 2019 | Feb. 21, 2019 | Apr. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Oct. 31, 2019 | Oct. 18, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | May 18, 2021 | Apr. 30, 2020 |
Common stock, shares authorized | 8,000,000,000 | 8,000,000,000 | 8,000,000,000 | 8,000,000,000 | 8,000,000,000 | 8,000,000,000 | 8,000,000,000 | ||||||||||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Reserve common stock split | 100-for-1 | 100 for 1 reverse common stock split | |||||||||||||||||||||
Number of shares issued for services, shares | 114,165 | ||||||||||||||||||||||
Common stock, shares issued | 1,177,103,618 | 36,935,303 | 36,935,303 | 1,177,103,618 | 36,935,303 | ||||||||||||||||||
Common stock, shares outstanding | 25,410,391 | 1,177,103,618 | 36,935,303 | 25,410,391 | 36,935,303 | 1,177,103,618 | 36,935,303 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Number of shares issued for services, shares | |||||||||||||||||||||||
Number of shares issued on acquisition, shares | |||||||||||||||||||||||
Number of shares issued upon conversion | 29,353,846 | 785,026,210 | 785,026,210 | ||||||||||||||||||||
Value of preferred stock shares converted | $ 120,300 | ||||||||||||||||||||||
Common stock, shares issued | 1,177,103,618 | 36,935,303 | 36,935,303 | 1,177,103,618 | 36,935,303 | ||||||||||||||||||
Common stock, shares outstanding | 1,177,103,618 | 36,935,303 | 36,935,303 | 1,177,103,618 | 36,935,303 | ||||||||||||||||||
Common stock issued for conversion of notes payable and accrued interest, shares | 785,026,210 | 17,803,260 | |||||||||||||||||||||
Common stock issued for Preferred Shares conversion, shares | 355,142,105 | 12,652,023 | |||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Number of shares issued | 1,250 | ||||||||||||||||||||||
Proceeds from preferred stock issuance | $ 5,000 | ||||||||||||||||||||||
Number of shares issued, value | $ 1,250 | ||||||||||||||||||||||
Number of shares issued for services, shares | 114,165 | ||||||||||||||||||||||
Number of shares issued on acquisition, shares | 500,000 | ||||||||||||||||||||||
Preferred stock, shares issued | 9,197,566 | 9,183,816 | 9,183,816 | 9,197,566 | 9,183,816 | ||||||||||||||||||
Preferred stock, shares outstanding | 9,197,566 | 9,183,816 | 9,183,816 | 9,197,566 | 9,183,816 | ||||||||||||||||||
Common stock issued for conversion of notes payable and accrued interest, shares | |||||||||||||||||||||||
Common stock issued for Preferred Shares conversion, shares | |||||||||||||||||||||||
Series A Preferred Stock [Member] | Bluwire Acquisition [Member] | |||||||||||||||||||||||
Number of shares issued on acquisition, shares | 500,000 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | Conversion of Accounts Payable and Accrued Liabilities [Member] | Stockholders [Member] | |||||||||||||||||||||||
Number of shares issued | 1,915,151 | ||||||||||||||||||||||
Number of shares issued, value | $ 1,154,591 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | Professional Services [Member] | |||||||||||||||||||||||
Number of shares issued, value | $ 103,247 | ||||||||||||||||||||||
Number of shares issued for services, shares | 154,500 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | Employee Restricted Stock Plan [Member] | |||||||||||||||||||||||
Number of shares issued, value | $ 12,750 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||
Number of shares issued | 53,000 | ||||||||||||||||||||||
Number of shares issued, value | $ 53,000 | ||||||||||||||||||||||
Temporary equity, shares designated | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Temporary equity, shares issued | 170,400 | 121,000 | 121,000 | 170,400 | 121,000 | ||||||||||||||||||
Temporary equity, shares outstanding | 170,400 | 121,000 | 121,000 | 170,400 | 121,000 | ||||||||||||||||||
Temporary equity, stated value | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||
Number of shares issued | 53,000 | 68,000 | |||||||||||||||||||||
Number of shares issued, value | $ 53,000 | $ 68,000 | |||||||||||||||||||||
Number of stock converted | 3,600 | 1,815,742 | |||||||||||||||||||||
Conversion of stock, shares issued | 68,000 | ||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, shares authorized | 2 | 2 | 2 | 2 | 2 | ||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Number of shares issued for services, shares | |||||||||||||||||||||||
Number of shares issued on acquisition, shares | |||||||||||||||||||||||
Preferred stock, shares issued | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||||
Preferred stock, shares outstanding | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||||
Preferred stock, voting rights, description | The Series C Preferred Shares have no equity value, no preference in liquidation, is not convertible into common shares and does not accrue dividends or have redemption rights. Each issued and outstanding share of Series C Preferred Stock authorizes the holder to vote eight billion (8,000,000,000) votes on any matter that shareholders are entitled to vote for under our Bylaws at a cost of $1.00 per share. Holders of shares of Series C Preferred Stock shall vote together with the holders of Common Shares as a single class. | ||||||||||||||||||||||
Common stock issued for conversion of notes payable and accrued interest, shares | |||||||||||||||||||||||
Common stock issued for Preferred Shares conversion, shares | |||||||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||||||||
Series D-1 Preferred Stock [Member] | |||||||||||||||||||||||
Temporary equity, shares designated | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||||||||
Number of stock converted | 62,250 | ||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 8.00% | ||||||||||||||||||||||
Preferred stock, redemption terms | Shares of the Series D-1 Preferred Stock shall be redeemable in cash, at any after the issuance of the respective Series D-1 Preferred Stock at a price per share equal to 125% of the Stated Value plus the amount of accrued but unpaid dividends, provided, however, that 125% shall be replaced with 140% if the Company exercises its option to redeem the Series D-1 Preferred Stock after the initial 60 calendar day period. | ||||||||||||||||||||||
Temporary equity, shares issued | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Temporary equity, shares outstanding | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Temporary equity, stated value | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | ||||||||||||||||||
Series D-1 Preferred Stock [Member] | Oasis Capital, LLC [Member] | |||||||||||||||||||||||
Number of stock converted | 282,750 | 28,500 | |||||||||||||||||||||
Number of shares issued upon conversion | 630,000 | ||||||||||||||||||||||
Value of preferred stock shares converted | $ 57,000 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | |||||||||||||||||||||||
Number of shares issued for services, shares | 1,425 | ||||||||||||||||||||||
Temporary equity, shares designated | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | ||||||||||||||||||
Conversion of stock, shares issued | 62,250 | 6.040 | |||||||||||||||||||||
Value of preferred stock shares converted | $ 100,000 | ||||||||||||||||||||||
Temporary equity, shares issued | 912,368 | 935,368 | 935,368 | 912,368 | 935,368 | ||||||||||||||||||
Temporary equity, shares outstanding | 912,368 | 935,368 | 935,368 | 912,368 | 935,368 | ||||||||||||||||||
Temporary equity, stated value | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | ||||||||||||||||||
Number of shares redeemed, shares | 912,368 | 935,368 | |||||||||||||||||||||
Number of shares redeemed, value | $ 2,607,162 | $ 2,442,542 | |||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Oasis Capital, LLC [Member] | |||||||||||||||||||||||
Number of shares issued | 45,045 | 346,625 | |||||||||||||||||||||
Proceeds from preferred stock issuance | $ 103,500 | ||||||||||||||||||||||
Number of shares issued, value | $ 692,850 | ||||||||||||||||||||||
Proceeds from exchange of shares | $ 50,000 | ||||||||||||||||||||||
Number of shares redeemed, shares | 63,790 | ||||||||||||||||||||||
Number of shares redeemed, value | $ 127,580 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Common Stock [Member] | Oasis Capital, LLC [Member] | |||||||||||||||||||||||
Number of shares issued | 3,000,000 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Mr. D'Alleva [Member] | |||||||||||||||||||||||
Number of shares issued | 332,032 | ||||||||||||||||||||||
Proceeds from preferred stock issuance | $ 318,750 | ||||||||||||||||||||||
Proceeds from exchange of shares | $ 531,250 | ||||||||||||||||||||||
Number of shares redeemed, shares | 62,500 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Mr. D'Alleva [Member] | Common Stock [Member] | |||||||||||||||||||||||
Number of shares issued | 6,250,000 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Key Technology Vendor [Member] | |||||||||||||||||||||||
Number of shares exchange common shares | 125,000 | ||||||||||||||||||||||
Number of shares exchange common shares, value | $ 200,000 | ||||||||||||||||||||||
Additional expensed amount | 50,000 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Additional Purchases of Shares [Member] | Oasis Capital, LLC [Member] | |||||||||||||||||||||||
Number of shares issued | 9,009 | ||||||||||||||||||||||
Number of shares issued, value | $ 10,000 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Additional Purchases of Shares [Member] | Mr. D'Alleva [Member] | |||||||||||||||||||||||
Number of shares issued | 13,282 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Redemption Transaction [Member] | Oasis Capital, LLC [Member] | |||||||||||||||||||||||
Number of shares redeemed, shares | 63,790 | ||||||||||||||||||||||
Number of shares redeemed, value | $ 127,580 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Redemption Transaction [Member] | Common Stock [Member] | Oasis Capital, LLC [Member] | |||||||||||||||||||||||
Number of shares issued | 10,536,281 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Securities Exchange Agreement [Member] | Remainder of the Purchase Price [Member] | |||||||||||||||||||||||
Number of shares issued, value | $ 12,500 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Securities Exchange Agreement [Member] | Tranche One [Member] | |||||||||||||||||||||||
Number of shares issued | 93,750 | ||||||||||||||||||||||
Number of shares issued, value | $ 25,000 | ||||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Securities Exchange Agreement [Member] | Oasis Capital, LLC [Member] | |||||||||||||||||||||||
Number of shares issued, value | 15,625 | ||||||||||||||||||||||
Investment | $ 150,000 | $ 150,000 | |||||||||||||||||||||
Series D-2 Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||
Number of stock converted | 23,000 | ||||||||||||||||||||||
Number of shares issued upon conversion | 355,142,105 | 355,142,105 | |||||||||||||||||||||
Value of preferred stock shares converted | $ 46,000 | ||||||||||||||||||||||
Series D-3 Preferred Stock [Member] | |||||||||||||||||||||||
Temporary equity, shares designated | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||||||||
Temporary equity, shares issued | 54,840 | 54,840 | 54,840 | 54,840 | 54,840 | ||||||||||||||||||
Temporary equity, shares outstanding | 54,840 | 54,840 | 54,840 | 54,840 | 54,840 | ||||||||||||||||||
Temporary equity, stated value | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | ||||||||||||||||||
Accrued dividends | $ 61,977 | $ 34,482 | |||||||||||||||||||||
Series D-4 Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||||||||||
Preferred stock, par value | $ 100 | ||||||||||||||||||||||
Series D-5 Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Number of shares issued, value | $ 513,976 | ||||||||||||||||||||||
Number of shares issued on acquisition, shares | 120,088 | ||||||||||||||||||||||
Preferred stock, shares issued | 128,494 | 128,494 | 128,494 | 128,494 | 128,494 | ||||||||||||||||||
Preferred stock, shares outstanding | 128,494 | 128,494 | 128,494 | 128,494 | 128,494 | ||||||||||||||||||
Preferred stock, dividend rate, percentage | 6.00% | ||||||||||||||||||||||
Accrued dividends | $ 47,400 | $ 20,452 | |||||||||||||||||||||
Preferred stock, stated value | $ 4 | $ 4 | $ 4 | $ 4 | $ 4 | ||||||||||||||||||
Common stock issued for conversion of notes payable and accrued interest, shares | |||||||||||||||||||||||
Common stock issued for Preferred Shares conversion, shares | |||||||||||||||||||||||
Series D-5 Preferred Stock [Member] | RWG Acquisition [Member] | |||||||||||||||||||||||
Number of shares issued on acquisition, shares | 37,500 | ||||||||||||||||||||||
Series D-5 Preferred Stock [Member] | Rune [Member] | |||||||||||||||||||||||
Number of shares issued on acquisition, shares | 82,588 | ||||||||||||||||||||||
Series D-6 Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Number of shares issued | 104,680 | ||||||||||||||||||||||
Number of shares issued, value | $ 523,400 | ||||||||||||||||||||||
Number of shares issued for services, shares | |||||||||||||||||||||||
Number of shares issued on acquisition, shares | 97,600 | ||||||||||||||||||||||
Preferred stock, shares issued | 104,680 | 104,680 | 104,680 | 104,680 | 104,680 | ||||||||||||||||||
Preferred stock, shares outstanding | 104,680 | 104,680 | 104,680 | 104,680 | 104,680 | ||||||||||||||||||
Shares issued as compensation, shares | 7,080 | ||||||||||||||||||||||
Shares issued as compensation, value | $ 35,400 | ||||||||||||||||||||||
Preferred stock, stated value | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | ||||||||||||||||||
Common stock issued for conversion of notes payable and accrued interest, shares | |||||||||||||||||||||||
Common stock issued for Preferred Shares conversion, shares | |||||||||||||||||||||||
Series D-6 Preferred Stock [Member] | Red Wire Group, LLC. [Member] | |||||||||||||||||||||||
Number of shares issued | 55,600 | ||||||||||||||||||||||
Series D-6 Preferred Stock [Member] | Social Sunday [Member] | |||||||||||||||||||||||
Number of shares issued on acquisition, shares | 42,000 | ||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Common stock, shares authorized | 20,000,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Number of shares issued, value | $ 1,250 | $ 1,250 | |||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Number of shares issued, value | $ 25,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Provision for income taxes | ||
Net operating loss carry-forwards | 20,500,000 | |
Tax effect operating loss carry forwards | 4,200,000 | |
Valuation allowance of deferred tax assets | 4,264,044 | 3,646,734 |
Change in valuation allowance | $ 617,310 | $ 2,115,542 |
U.S [Member] | ||
Income tax rate | 21.00% | 21.00% |
Hong Kong [Member] | ||
Income tax rate | 16.50% | 16.50% |
Japan [Member] | ||
Income tax rate | 30.00% | 30.00% |
Switzerland [Member] | ||
Income tax rate | 20.00% | 20.00% |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss from Continuing Operations Before Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Loss before income taxes | $ (21,789,991) | $ (12,146,948) |
U.S [Member] | ||
Loss before income taxes | (21,957,557) | (11,180,704) |
Hong Kong [Member] | ||
Loss before income taxes | (257,753) | (788,542) |
Japan [Member] | ||
Loss before income taxes | 20,988 | 37,985 |
Switzerland [Member] | ||
Loss before income taxes | $ 404,331 | $ (215,687) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
NOL carryforwards United States | $ 3,563,537 | $ 2,917,945 |
NOL carryforwards - Foreign | 682,324 | 728,789 |
Total | 4,246,044 | 3,646,734 |
Less: valuation allowance | (4,264,044) | (3,646,734) |
Net deferred tax asset |
Commitments (Details Narrative)
Commitments (Details Narrative) | Aug. 13, 2020USD ($)ft² | Aug. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Right of use asset | $ 52,671 | $ 303,071 | ||
Lease effective borrowing rate | 13.00% | |||
Lease expiration date | Aug. 31, 2021 | |||
Imputed interest | $ 29,013 | |||
Payments for contract commitment | 220,975 | 476,037 | ||
Additional payments for contract commitment | 269,290 | |||
Convertible debt amount | 120,300 | $ 251,521 | ||
Independent Contractor Third Party [Member] | ||||
Other commitments | 35,000 | |||
Auctus Fund Management [Member] | ||||
Debt face value | $ 40,000 | |||
Auctus Fund Management [Member] | Maximum [Member] | ||||
Damages claimed | $ 482,000 | |||
Bellridge Capital [Member] | ||||
Convertible debt amount | 214,196 | |||
PCG Advisory Group [Member] | ||||
Debt face value | 63,350 | |||
12 Fashion Group [Member] | ||||
Lease term | 2 years | |||
Area of land | ft² | 1,600 | |||
Rent expenses | $ 5,651 | |||
Garbage and utilities expenses | $ 743 | |||
2020 [Member] | ||||
Minimum lease rental payments | 276,756 | |||
2021 [Member] | ||||
Minimum lease rental payments | 55,328 | |||
Bluwire Acquisition [Member] | ||||
Right of use asset | 52,671 | |||
Lease liability | $ 52,671 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 01, 2021 | May 17, 2021 | May 13, 2021 | May 06, 2021 | May 04, 2021 | Apr. 30, 2021 | Apr. 21, 2021 | Mar. 18, 2020 | May 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 18, 2021 | Oct. 18, 2019 |
Proceeds from related party | $ 331,000 | ||||||||||||
Common stock, shares authorized | 8,000,000,000 | 8,000,000,000 | 8,000,000,000 | ||||||||||
Adar Alef LLC [Member] | |||||||||||||
Proceeds from related party | $ 30,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Common stock, shares authorized | 20,000,000,000 | ||||||||||||
Subsequent Event [Member] | Richard Berman [Member] | |||||||||||||
Number of values issued during period | $ 50,000 | ||||||||||||
Subsequent Event [Member] | Richard Berman [Member] | Option [Member] | |||||||||||||
Number of values issued during period | $ 100,000 | ||||||||||||
Subsequent Event [Member] | SBI Investments LLC [Member] | |||||||||||||
Proceeds from related party | $ 40,000 | $ 30,000 | |||||||||||
Subsequent Event [Member] | Adar Alef LLC [Member] | |||||||||||||
Proceeds from related party | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||
Subsequent Event [Member] | Oasis [Member] | |||||||||||||
Proceeds from related party | $ 50,000 | $ 30,000 | |||||||||||
Subsequent Event [Member] | SBI [Member] | |||||||||||||
Proceeds from related party | $ 40,000 | ||||||||||||
Common stock, shares authorized | 8,000,000,000 | 20,000,000,000 |