Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-207047 | |
Entity Registrant Name | FOURTH WAVE ENERGY, INC. | |
Entity Central Index Key | 0001652958 | |
Entity Tax Identification Number | 47-4046237 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 75 E. Santa Clara, | |
Entity Address, Address Line Two | 6th Floor | |
Entity Address, City or Town | San Jose | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95113 | |
City Area Code | (408) | |
Local Phone Number | 213-8874 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,710,140 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 113,555 | $ 25,786 |
Prepaid assets | 66,250 | 264,667 |
Note receivable | 750,000 | 0 |
Total current assets | 929,805 | 290,453 |
Deferred offering cost | 123,545 | 0 |
Deposits | 25,000 | 25,000 |
Total assets | 1,078,350 | 315,453 |
Current liabilities: | ||
Accounts payable and accrued expenses | 319,592 | 657,806 |
Accounts payable - related party | 3,011 | 21,837 |
Notes payable | 35,000 | 235,900 |
Convertible notes, net of unamortized discount of $350,258 and $341,856, respectively | 1,135,992 | 608,144 |
Derivative liability | 813,490 | 676,022 |
Total current liabilities | 2,307,085 | 2,199,709 |
Total liabilities | 2,307,085 | 2,199,709 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, Series A Preferred stock, $0.001 par value, 1,000 shares authorized 1,000 shares issued and outstanding | 1 | 1 |
Common stock, $0.001 par value, 200,000,000 shares authorized, 47,710,140 and 40,647,329 shares issued and outstanding, respectively | 47,710 | 40,647 |
Additional paid in capital | 7,190,579 | 4,379,732 |
Accumulated deficit | (8,467,025) | (6,304,636) |
Total stockholders' deficit | (1,228,735) | (1,884,256) |
Total liabilities and stockholders' deficit | $ 1,078,350 | $ 315,453 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Convertible notes, unamortized discount | $ 350,258 | $ 341,856 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 1,000 | 1,000 |
Preferred Stock, Shares Outstanding | 1,000 | 1,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares Issued | 47,710,140 | 40,647,329 |
Common Stock, Shares Outstanding | 47,710,140 | 40,647,329 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
General and administrative | $ 190,303 | $ 212,689 | $ 855,899 | $ 3,750,383 |
Total operating expenses | (190,303) | (212,689) | (855,899) | (3,750,383) |
Other income (expense) | ||||
Interest expense | (60,340) | (103,587) | (598,722) | (248,231) |
Loss on settlement of debt | 0 | 0 | (365,547) | 0 |
Change in fair value of derivative liability | (146,322) | (309,671) | (342,221) | (385,997) |
Total other expense | (206,662) | (413,258) | (1,306,490) | (634,228) |
Net loss | $ (396,965) | $ (625,947) | $ (2,162,389) | $ (4,384,611) |
Net loss per common share: | ||||
Basic | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.13) |
Diluted | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.13) |
Weighted average common shares outstanding: | ||||
Basic | 47,318,382 | 36,478,230 | 44,166,917 | 34,206,503 |
Diluted | 47,318,382 | 36,478,230 | 44,166,917 | 34,206,503 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock Series A [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 29,288 | $ 348,680 | $ (1,220,155) | $ (842,187) | |
Shares outstanding at Dec. 31, 2019 | 29,288,163 | ||||
Stock based compensation | $ 1 | $ 6,200 | 2,908,254 | 2,914,455 | |
Stock based compensation, in shares | 1,000 | 6,200,000 | |||
Ending balance, value at Mar. 31, 2020 | $ 1 | $ 35,488 | 3,256,934 | (4,527,864) | (1,235,441) |
Net loss | (3,307,709) | (3,307,709) | |||
Shares outstanding at Mar. 31, 2020 | 1,000 | 35,488,163 | |||
Beginning balance, value at Dec. 31, 2019 | $ 29,288 | 348,680 | (1,220,155) | (842,187) | |
Shares outstanding at Dec. 31, 2019 | 29,288,163 | ||||
Ending balance, value at Sep. 30, 2020 | $ 1 | $ 37,307 | 3,784,172 | (5,604,766) | (1,783,286) |
Net loss | (4,384,611) | ||||
Shares outstanding at Sep. 30, 2020 | 1,000 | 37,307,329 | |||
Beginning balance, value at Mar. 31, 2020 | $ 1 | $ 35,488 | 3,256,934 | (4,527,864) | (1,235,441) |
Shares outstanding at Mar. 31, 2020 | 1,000 | 35,488,163 | |||
Common share issued for conversion of debt | $ 438 | 32,424 | 32,862 | ||
Common shares issued for settlement of debt and accrued interest, in shares | 438,166 | ||||
Ending balance, value at Jun. 30, 2020 | 1 | $ 36,126 | 3,505,238 | (4,978,819) | (1,437,454) |
Extinguishment of derivative liability due to conversion | 166,080 | 166,080 | |||
Net loss | (450,955) | (450,955) | |||
Shares outstanding at Jun. 30, 2020 | 1,000 | 36,126,329 | |||
Sale of common stock | $ 200 | 49,800 | 50,000 | ||
Sale of common stock, shares | 200,000 | ||||
Common share issued for conversion of debt | $ 981 | 172,557 | 173,538 | ||
Common shares issued for settlement of debt and accrued interest, in shares | 981,000 | ||||
Ending balance, value at Sep. 30, 2020 | 1 | $ 37,307 | 3,784,172 | (5,604,766) | (1,783,286) |
Extinguishment of derivative liability due to conversion | 56,577 | 56,577 | |||
Net loss | (625,947) | (625,947) | |||
Shares outstanding at Sep. 30, 2020 | 1,000 | 37,307,329 | |||
Sale of common stock | $ 200 | 49,800 | 50,000 | ||
Sale of common stock, shares | 200,000 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 40,647 | 4,379,732 | (6,304,636) | (1,884,256) |
Shares outstanding at Dec. 31, 2020 | 1,000 | 40,647,329 | |||
Stock based compensation | $ 800 | 181,200 | 182,000 | ||
Stock based compensation, in shares | 800,000 | ||||
Common shares issued with convertible notes payable | $ 100 | 9,900 | 10,000 | ||
Common shares issued for settlement of convertible note payable, in shares | 100,000 | ||||
Common share issued for conversion of debt | $ 218 | 97,634 | 97,852 | ||
Common shares issued for settlement of debt and accrued interest, in shares | 217,447 | ||||
Common shares issued for cash | $ 1,700 | 202,300 | 204,000 | ||
Common shares issued for cash, in shares | 1,700,000 | ||||
Ending balance, value at Mar. 31, 2021 | 1 | $ 38,765 | 5,264,382 | (7,761,280) | (2,458,132) |
Returned common shares and liability extinguishment related to GeoSolar | $ (4,700) | 384,550 | 379,850 | ||
Returned common shares and liability extinguishment related to GeoSolar, in shares | (4,700,000) | ||||
Extinguishment of derivative liability due to conversion | 9,066 | 9,066 | |||
Net loss | (1,456,644) | (1,456,644) | |||
Shares outstanding at Mar. 31, 2021 | 1,000 | 38,764,776 | |||
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 40,647 | 4,379,732 | (6,304,636) | (1,884,256) |
Shares outstanding at Dec. 31, 2020 | 1,000 | 40,647,329 | |||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 47,710 | 7,190,579 | (8,467,025) | (1,228,735) |
Net loss | (2,162,389) | ||||
Shares outstanding at Sep. 30, 2021 | 1,000 | 47,710,140 | |||
Beginning balance, value at Mar. 31, 2021 | $ 1 | $ 38,765 | 5,264,382 | (7,761,280) | (2,458,132) |
Shares outstanding at Mar. 31, 2021 | 1,000 | 38,764,776 | |||
Common shares issued with convertible notes payable | $ 4,386 | 435,614 | 440,000 | ||
Common shares issued for settlement of convertible note payable, in shares | 4,386,364 | ||||
Common shares issued for settlement of note payable | $ 1,809 | 468,531 | 470,340 | ||
Common shares issued for settlement of note payable, in shares | 1,809,000 | ||||
Common shares issued for cash | $ 1,700 | 202,300 | 204,000 | ||
Common shares issued for cash, in shares | 1,700,000 | ||||
Common stock issued for deferred offering costs | $ 500 | 123,045 | 123,545 | ||
Common stock issued for deferred offering costs, in Shares | 500,000 | ||||
Ending balance, value at Jun. 30, 2021 | 1 | $ 47,160 | 7,094,179 | (8,070,060) | (928,720) |
Extinguishment of derivative liability due to conversion | 600,307 | 600,307 | |||
Net loss | (308,780) | (308,780) | |||
Shares outstanding at Jun. 30, 2021 | 1,000 | 47,160,140 | |||
Stock based compensation | $ 300 | 17,900 | 18,200 | ||
Stock based compensation, in shares | 300,000 | ||||
Common shares issued with convertible notes payable | $ 250 | 78,500 | 78,750 | ||
Common shares issued for settlement of note payable, in shares | 250,000 | ||||
Ending balance, value at Sep. 30, 2021 | 1 | $ 47,710 | 7,190,579 | (8,467,025) | (1,228,735) |
Net loss | $ (396,965) | $ (396,965) | |||
Shares outstanding at Sep. 30, 2021 | 1,000 | 47,710,140 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,162,389) | $ (4,384,611) |
Adjustment to reconcile net loss to cash used in operating activities: | ||
Stock based compensation | 200,200 | 2,914,455 |
Amortization of debt discount | 499,218 | 219,483 |
Loss on change in derivative liability | 342,221 | 385,997 |
Loss on settlement of liabilities | 365,547 | 0 |
Net change in: | ||
Prepaid assets | 198,417 | 52,010 |
Accounts payable and accrued expenses | 43,381 | 503,049 |
Accounts payable - related party | (18,826) | (4,486) |
CASH FLOWS USED IN OPERATING ACTIVITIES | (532,231) | (314,103) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Issuance of note receivable | (750,000) | 0 |
CASH FLOWS USED IN INVESTING ACTIVITIES | (750,000) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 408,000 | 100,000 |
Proceeds from convertible notes | 1,137,000 | 214,850 |
Payments on convertible notes | (175,000) | 0 |
Proceeds from notes payable | 10,000 | |
Payments on notes payable | 0 | (3,000) |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 1,370,000 | 321,850 |
NET CHANGE IN CASH | 87,769 | 7,747 |
Cash, beginning of period | 25,786 | 1,691 |
Cash, end of period | 113,555 | 9,438 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid on interest expenses | 91,043 | 0 |
Cash paid for income taxes | 0 | 0 |
NON-CASH TRANSACTIONS | ||
Debt discount created by derivative liability | 404,620 | 291,078 |
Common shares issued for settlement of convertible notes payable and accrued interest | 450,000 | 206,400 |
Common shares issued for settlement of notes payable and accrued interest | 202,645 | 0 |
Common stock issued for deferred offering costs | 128,800 | 0 |
Deferred offering costs offset against additional paid in capital | 5,255 | 0 |
Extinguishment of liability related to Geosolar | 379,850 | 0 |
Extinguishment of derivative liability due to conversion | 609,373 | 222,657 |
Prepaid expenses financed with convertible notes payable | 0 | 390,000 |
Common stock issued with convertible debt | $ 78,750 | $ 0 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation The accompanying unaudited interim financial statements of Fourth Wave Energy, Inc. (“we”, “our”, “Fourth Wave” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2020, as reported in the Form 10-K of the Company, have been omitted. On March 20, 2020, shareholders owning a majority of the Company's outstanding shares of common stock amended the Company's Articles of Incorporation to change the name of the Company from Pierre Corp. to Fourth Wave Energy, Inc. In connection with the acquisition of Fourth Wave, Inc. (“FWAV”) in March 2020, the Company entered into consulting agreements with certain founders of FWAV. The consulting agreements require the Company to collectively pay $ 379,850 10,000,000 4,700,000 In March 2020 the Director General of the World Health Organization declared COVID-19 a pandemic. The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic. Significant Accounting Policies Fair Value of Financial Instruments The carrying value of short-term instruments, including cash, accounts payable and short-term notes approximate fair value due to the relatively short period to maturity for these instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: inputs to the valuation methodology are unobservable and significant to the fair value Fair Value Measurements The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of September 30, 2021 and December 31, 2020: Schedule of Change in Fair Value of Derivative Liability Fair value measured at September 30, 2021 Total carrying value at September 30, 2021 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 813,490 $ – $ – $ 813,490 Fair value measured at December 31, 2020 Total carrying value at December 31, 2020 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 676,022 $ – $ – $ 676,022 There were no transfers between Level 1, 2 or 3 during the period. The table below presents the change in the fair value of the derivative liability during the nine months ended September 30, 2021: Schedule of change in the fair value of the derivative liability Fair value as of December 31, 2020 $ 676,022 Fair value on the date of issuance recorded as a debt discount 404,620 Extinguishment of liability to equity due to conversions (609,373 ) Loss on change in fair value of derivatives 342,221 Fair value as of September 30, 2021 $ 813,490 Convertible debt The Company records a beneficial conversion feature related to the issuance of convertible notes that have conversion features at fixed or adjustable rates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The beneficial conversion feature will be accreted by recording additional noncash interest expense over the expected life of the convertible notes. Beneficial Conversion Features If the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on its financial statements. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Going Concern | |
Going Concern | Note 2. Going Concern These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2021 the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about 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 to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available. |
Note Receivable
Note Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Note Receivable | |
Note Receivable | Note 3. Note Receivable On August 20, 2021 the Company entered into a Letter of Intent with EdgeMode, Inc. (“EdgeMode”). Pursuant to the Letter of Intent, the Company will, at the closing, acquire all of the issued and outstanding shares of EdgeMode for that number of shares of the Company's common stock which, at closing, will represent 80% of the Company's outstanding shares of common stock. The Letter of Intent with EdgeMode is non-binding and may be terminated by either party. EdgeMode is a high performance computing infrastructure management platform. EdgeMode deploys Bitcoin mining data center containers fully-integrated into the locations of its energy asset partners. The acquisition of EdgeMode is subject to a number of conditions, including the execution of a definitive agreement between the parties. On September 30, 2021, the Company loaned EdgeMode $ 750,000 16 March 31, 2022 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions Effective April 30, 2019, the Company agreed to increase the compensation to the President of the Company to $ 11,500 Fees earned during the period are as follows: Schedule of Related Party Transactions Nine months ended Nine months ended Prior period balance $ 21,837 $ 104,623 Management fees 103,500 103,500 Cash advances – 9,105 Expenses paid on behalf of Company 2,237 4,229 Repayments (124,563 ) (121,320 ) End of period balance $ 3,011 $ 100,137 On April 1, 2021, the Company entered into a services agreement with Axiom Group, which is owned by the President of the Company. The services agreement includes investor relation services for a term of eighteen months for compensation of $90,000. During the nine months ended September 30, 2021, the Company prepaid the $ 90,000 60,000 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5. Notes Payable On January 15, 2020, the Company converted $ 20,000 8 January 15, 2021 20,000 1,745 217,447 180,900 1,809,000 0.10 365,547 35,000 235,900 |
Convertible Notes Payable and D
Convertible Notes Payable and Derivative Liability | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes Payable And Derivative Liability | |
Convertible Notes Payable and Derivative Liability | Note 6. Convertible Notes Payable and Derivative Liability On June 4, 2019, the Company borrowed $ 55,000 5,000 10 March 4, 2020 33,615 15,000 136,364 40,000 11,310 28,690 0 0 On September 9, 2019, the Company borrowed $ 30,000 2,500 2,500 9 March 9, 2020 31,581 20,291 11,290 25,000 13,710 30,000 3,854 11,146 As of , 2021, the balance on the loan, net of unamortized discount of $ 0 0 On November 14, 2019, the Company entered into a debt agreement to borrow $ 85,000 20,000 9 89,071 24,071 65,000 0 85,000 On January 23, 2020, the Company entered into an agreement for up to $ 120,000 10,500 10 45,777 50,164 20,000 882 0 0 In 2020, the Company issued convertible notes in the principal amount of $ 285,000 8 254,317 10,317 244,000 10,000 100,000 0.10 275,000 2,750,000 0.10 0 0 On August 6, 2020, the Company issued a note in the principal amount of $ 390,000 August 6, 2023 158,542 0 390,000 On November 17, 2020, the Company entered into a debt agreement to borrow $ 85,000 3,500 8 130,303 48,803 81,500 85,000 1,453 21,590 0 0 On June 25, 2021, the Company entered into a debt agreement to borrow $ 88,750 3,750 8 2,753 85,997 On July 21, 2021, the Company entered into a debt agreement to borrow $ 58,750 3,750 8 3,021 55,729 On September 17, 2021, the Company entered into a debt agreement to borrow $ 150,000 8 300,000 7,378 52,279 97,721 On September 21, 2021, the Company entered into a debt agreement to borrow $ 110,000 13,000 8 220,000 6,391 56,207 53,793 On September 28, 2021, the Company entered into a debt agreement to borrow $ 500,000 1.67 0.25 250,000 78,750 158,623 232,269 267,731 On September 28, 2021, the Company entered into a debt agreement to borrow $ 103,750 3,750 8 3,729 100,021 During the nine months ended September 30, 2021, the Company issued other convertible notes in the principal amount of $ 150,000 8 360,675 213,495 150,000 1,500,000 0.10 0 0 As of September 30, 2021, the total derivative liability on the above notes was adjusted to a fair value of $ 813,490 499,218 350,258 0.16 0.48 42.59 58.56 0.50 5.00 0.03 0.95 0 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Equity | Note 7. Equity Common Stock On January 28, 2021, the Company entered into a purchase agreement with an investor, Tysadco Partners LLC, (the “Investor”) providing for the purchase of up to $ 10,000,000 1,700,000 204,000 1,700,000 204,000 5,255 123,545 On July 24, 2021, the Company entered into a six month consulting agreement for investor relation services. Upon signing the agreement, the Company agreed to pay the consultant 300,000 shares of common stock. On August 13, 2021, 300,000 shares of common stock were issued for services. The shares were valued at $0.18, the closing price of the Company’s stock on date of issuance. During the nine months ended September 30, 2021, the Company recognized $18,200 of expense and will recognize the remaining expense over the service period of the consulting agreement. On December 1, 2020, the Company entered into a three month consulting agreement for investor relation services. Upon signing the agreement, the Company agreed to pay the consultant a monthly fee of $10,000 plus 400,000 shares of common stock. In December 2020, 400,000 shares of common stock were issued for services. The shares were valued at $0.23, the closing price of the Company’s stock on December 1, 2020. During the nine months ended September 30, 2021, the Company issued the remaining 800,000 shares related to the agreement and recognized $182,000 of expense. On September 30, 2021, the Company issued 250,000 During the nine months ended September 30, 2021, the Company issued 4,486,364 450,000 During the nine months ended September 30, 2021, the Company settled notes payable of $ 200,900 1,745 2,026,447 During the nine months ended September 30, 2021, 4,700,000 Preferred Stock On March 26, 2020, the Company designated 1,000 5,000,000 0.001 Each Series A Preferred share entitles the holder to vote on all matters submitted to a vote of the Company’s shareholders or with respect to actions that may be taken by written consent. The 1,000 shares of Series A shares have the voting power of 250% of the outstanding common shares at the time of any vote. The holders of the Series A shares are entitled to receive, when, as and if declared by the Board of Directors out of funds legally available, annual dividends payable in cash on the 31st day of December in each year, commencing on December 31, 2020 at the rate of $0.10 per share per year. The Company's Chief Executive Officer is the holder of all Series A Preferred shares. Stock Warrants The following table summarizes the stock warrant activity for the nine months ended September 30, 2021: Schedule of stock warrant activity Warrants Weight-Average Exercise Price Per Share Outstanding, December 31, 2020 1,142,857 $ 0.035 Granted 520,000 $ 0.50 Exercised – Forfeited – Expired – Outstanding, September 30, 2021 1,662,857 $ 0.18 As of September 30, 2021, the outstanding stock warrants have a weighted average remaining term of 4.20 302,857 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8. Subsequent Events Subsequent to September 30, 2021 and through and including November 17,2021, the Company borrowed an aggregate of $1,500,000 from a number of unrelated parties. The loans are unsecured, bear interest at 8% per year, and are due and payable at various dates in October and November 2022. At the option of the lenders, the loans may be converted into shares of the Company's common stock at a conversion price of $0.25 per share. In conjunction with the issuance of such convertible notes, an aggregate of 3,000,000 warrants were issued to the lenders. The warrants have a five year term and an exercise price of $0.50 per share. Of the $1,500,000 in convertible notes, the Company has received $355,000 in cash proceeds. The remainder of the funds remain in an escrow account and will be released upon execution of a definitive merger agreement with EdgeMode, Inc. on or prior to December 31,2021. In furtherance of the proposed merger with EdgeMode, Inc., the Company has executed or is in the process of executing waivers with each of the persons that has outstanding notes with the Company wherein they have waived or will waive any and all defaults under their respective notes if a definitive merger agreement is executed with EdgeMode, Inc. on or prior to December 31,2021 and such merger closes on or before January 31,2022. In addition, subject to the Company meeting the above deadlines, the vast majority of the noteholders have or will be executing note conversion agreements with the Company wherein they have agreed or will agree to convert the principal and interest due on their notes in conjunction with the closing of the merger. Any persons not executing a conversion agreement will have their notes prepaid by the Company in conjunction with the closing under the merger agreement. On October 21, 2021, the Company loaned EdgeMode $100,000. The loan bears interest at 16% per annum and is due and payable on April 21, 2022. On November 3, 2021, the Company repaid $88,750 in principal, $2,548 in accrued interest and $28,874 additional interest expense on an unsecured convertible note payable. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of short-term instruments, including cash, accounts payable and short-term notes approximate fair value due to the relatively short period to maturity for these instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: inputs to the valuation methodology are unobservable and significant to the fair value |
Fair Value Measurements | Fair Value Measurements The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of September 30, 2021 and December 31, 2020: Schedule of Change in Fair Value of Derivative Liability Fair value measured at September 30, 2021 Total carrying value at September 30, 2021 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 813,490 $ – $ – $ 813,490 Fair value measured at December 31, 2020 Total carrying value at December 31, 2020 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 676,022 $ – $ – $ 676,022 There were no transfers between Level 1, 2 or 3 during the period. The table below presents the change in the fair value of the derivative liability during the nine months ended September 30, 2021: Schedule of change in the fair value of the derivative liability Fair value as of December 31, 2020 $ 676,022 Fair value on the date of issuance recorded as a debt discount 404,620 Extinguishment of liability to equity due to conversions (609,373 ) Loss on change in fair value of derivatives 342,221 Fair value as of September 30, 2021 $ 813,490 |
Convertible debt | Convertible debt The Company records a beneficial conversion feature related to the issuance of convertible notes that have conversion features at fixed or adjustable rates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The beneficial conversion feature will be accreted by recording additional noncash interest expense over the expected life of the convertible notes. |
Beneficial Conversion Features | Beneficial Conversion Features If the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on its financial statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Change in Fair Value of Derivative Liability | Schedule of Change in Fair Value of Derivative Liability Fair value measured at September 30, 2021 Total carrying value at September 30, 2021 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 813,490 $ – $ – $ 813,490 |
Schedule of change in the fair value of the derivative liability | Schedule of change in the fair value of the derivative liability Fair value as of December 31, 2020 $ 676,022 Fair value on the date of issuance recorded as a debt discount 404,620 Extinguishment of liability to equity due to conversions (609,373 ) Loss on change in fair value of derivatives 342,221 Fair value as of September 30, 2021 $ 813,490 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Schedule of Related Party Transactions Nine months ended Nine months ended Prior period balance $ 21,837 $ 104,623 Management fees 103,500 103,500 Cash advances – 9,105 Expenses paid on behalf of Company 2,237 4,229 Repayments (124,563 ) (121,320 ) End of period balance $ 3,011 $ 100,137 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of stock warrant activity | Schedule of stock warrant activity Warrants Weight-Average Exercise Price Per Share Outstanding, December 31, 2020 1,142,857 $ 0.035 Granted 520,000 $ 0.50 Exercised – Forfeited – Expired – Outstanding, September 30, 2021 1,662,857 $ 0.18 |
Basis of Presentation (Details
Basis of Presentation (Details - Derivative Liability) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 813,490 | $ 676,022 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 813,490 | 676,022 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 813,490 | $ 676,022 |
Basis of Presentation (Detail_2
Basis of Presentation (Details - Change in fair value of derivative liability) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Fair value at beginning | $ 676,022 | |
Fair value on the date of issuance recorded as a debt discount | 404,620 | |
Extinguishment of liability to equity due to conversions | (609,373) | $ (222,657) |
Gain on change in fair value of derivatives | 342,221 | $ 385,997 |
Fair value at ending | $ 813,490 |
Basis of Presentation (Detail_3
Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of shares exchange | 10,000,000 | ||
Number of shares cancelled | 4,700,000 | ||
Consulting Agreements [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Consulting fees | $ 379,850 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Interest rate | 16.00% |
Edge Mode Inc [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Face amount | $ 750,000 |
Due date | Mar. 31, 2022 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||
Prior period balance | $ 21,837 | $ 104,623 |
Management fees | 103,500 | 103,500 |
Cash advances | 0 | 9,105 |
Expenses paid on behalf of Company | 2,237 | 4,229 |
Repayments | (124,563) | (121,320) |
End of period balance | $ 3,011 | $ 100,137 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Apr. 30, 2019 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Payment for serives | $ 90,000 | |
Prepaid services | $ 60,000 | |
President [Member] | Management Service [Member] | ||
Related Party Transaction [Line Items] | ||
Management Services to President per month | $ 11,500 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jan. 15, 2020 | Apr. 16, 2021 | Feb. 16, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||
Interest rate | 16.00% | ||||
Notes Payable | $ 35,000 | $ 235,900 | |||
Promissory Note [Member] | Third Party [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt conversion, converted instrument, amount | $ 20,000 | $ 180,900 | |||
Interest rate | 8.00% | ||||
Maturity date | Jan. 15, 2021 | ||||
Promissory note | $ 20,000 | ||||
Accrued interest | 1,745 | ||||
Share issued for debt settlement | $ 217,447 | ||||
Number of shares converted | 1,809,000 | ||||
Conversion price | $ 0.10 | ||||
Loss on settlement of debt | $ 365,547 |
Convertible Notes Payable and_2
Convertible Notes Payable and Derivative Liability (Details Narrative) - USD ($) | Jul. 02, 2021 | Feb. 11, 2021 | Feb. 03, 2021 | Jan. 15, 2021 | Aug. 06, 2020 | Nov. 14, 2019 | Sep. 09, 2019 | Jun. 04, 2019 | Sep. 28, 2021 | Sep. 21, 2021 | Aug. 17, 2021 | Jul. 02, 2021 | Jun. 02, 2021 | May 31, 2021 | Feb. 03, 2021 | Nov. 17, 2020 | Jan. 23, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 04, 2021 | Jul. 21, 2021 | Jun. 25, 2021 | Jan. 04, 2019 |
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Interest rate | 16.00% | |||||||||||||||||||||||||
Derivative liability | $ 813,490 | $ 813,490 | ||||||||||||||||||||||||
Loan | 499,218 | 499,218 | ||||||||||||||||||||||||
Unamortized discount | 350,258 | 350,258 | $ 341,856 | |||||||||||||||||||||||
Loss on derivative liability | 146,322 | $ 309,671 | $ 342,221 | $ 385,997 | ||||||||||||||||||||||
Fair value stock minimum | 16.00% | |||||||||||||||||||||||||
Fair value stock maximum | 48.00% | |||||||||||||||||||||||||
Volatility minimum | 42.59% | |||||||||||||||||||||||||
Volatility maximum | 58.56% | |||||||||||||||||||||||||
Risk free interest rate minimum | 0.03% | |||||||||||||||||||||||||
Risk free interest rate maximum | 0.95% | |||||||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Expected term | 6 months | |||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Expected term | 5 years | |||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Original issuance discount | $ 5,000 | |||||||||||||||||||||||||
Convertible Notes Payable 1 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Original issuance discount | $ 2,500 | |||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 55,000 | |||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Due date | Mar. 4, 2020 | |||||||||||||||||||||||||
Derivative liability | $ 33,615 | |||||||||||||||||||||||||
Repayment of debt | $ 30,000 | $ 20,000 | ||||||||||||||||||||||||
Loan | 0 | $ 0 | ||||||||||||||||||||||||
Unsecured Convertible Note [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 15,000 | |||||||||||||||||||||||||
Number of shares converted | 136,364 | |||||||||||||||||||||||||
Convertible Note Payable [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Repayment of debt | $ 40,000 | |||||||||||||||||||||||||
Interest paid | $ 11,310 | |||||||||||||||||||||||||
Interest expense | 11,146 | $ 28,690 | ||||||||||||||||||||||||
Unamortized discount | 0 | 0 | ||||||||||||||||||||||||
Convertible Notes Payable 1 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 30,000 | |||||||||||||||||||||||||
Interest rate | 9.00% | |||||||||||||||||||||||||
Due date | Mar. 9, 2020 | |||||||||||||||||||||||||
Derivative liability | $ 31,581 | |||||||||||||||||||||||||
Interest paid | $ 3,854 | |||||||||||||||||||||||||
Loan | 0 | 0 | ||||||||||||||||||||||||
Transaction fees | 2,500 | |||||||||||||||||||||||||
Loss on derivative liability | 20,291 | |||||||||||||||||||||||||
Interest expense | 11,290 | |||||||||||||||||||||||||
Debt discount | $ 13,710 | |||||||||||||||||||||||||
Convertible Notes Payable 1 [Member] | Note Holder [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Number of shares issued | 25,000 | |||||||||||||||||||||||||
ConvertibleNotesPayable2Member | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 85,000 | |||||||||||||||||||||||||
Original issuance discount | $ 20,000 | |||||||||||||||||||||||||
Interest rate | 9.00% | |||||||||||||||||||||||||
Derivative liability | $ 89,071 | |||||||||||||||||||||||||
Loan | 0 | 0 | ||||||||||||||||||||||||
Unamortized discount | 85,000 | 85,000 | ||||||||||||||||||||||||
Loss on derivative liability | 24,071 | |||||||||||||||||||||||||
Interest expense | $ 65,000 | |||||||||||||||||||||||||
Convertible Notes Payable 3 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 120,000 | 285,000 | ||||||||||||||||||||||||
Derivative liability | 50,164 | |||||||||||||||||||||||||
Interest paid | 882 | |||||||||||||||||||||||||
Loan | 0 | 0 | ||||||||||||||||||||||||
Unamortized discount | $ 10,500 | 0 | 0 | |||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Warrant issued | 45,777 | |||||||||||||||||||||||||
Promissory Note from Unrelated Third Party | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Derivative liability | 254,317 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 10,000 | $ 275,000 | ||||||||||||||||||||||||
Number of shares converted | 100,000 | 2,750,000 | ||||||||||||||||||||||||
Loan | 0 | 0 | ||||||||||||||||||||||||
Unamortized discount | 0 | 0 | ||||||||||||||||||||||||
Loss on derivative liability | 10,317 | |||||||||||||||||||||||||
Interest expense | $ 244,000 | |||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||
Conversion price | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||
Convertible Notes Payable 5 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 390,000 | |||||||||||||||||||||||||
Due date | Aug. 6, 2023 | |||||||||||||||||||||||||
Derivative liability | $ 158,542 | |||||||||||||||||||||||||
Loan | 0 | 0 | ||||||||||||||||||||||||
Unamortized discount | 390,000 | 390,000 | ||||||||||||||||||||||||
Convertible Notes Payable 6 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 85,000 | |||||||||||||||||||||||||
Derivative liability | 130,303 | |||||||||||||||||||||||||
Repayment of debt | $ 85,000 | |||||||||||||||||||||||||
Interest paid | $ 1,453 | |||||||||||||||||||||||||
Loan | 0 | 0 | ||||||||||||||||||||||||
Unamortized discount | 3,500 | 0 | 0 | |||||||||||||||||||||||
Loss on derivative liability | 48,803 | |||||||||||||||||||||||||
Interest expense | $ 21,590 | $ 81,500 | ||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||
Convertible Notes Payable 7 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 88,750 | |||||||||||||||||||||||||
Loan | 2,753 | 2,753 | ||||||||||||||||||||||||
Unamortized discount | 85,997 | 85,997 | $ 3,750 | |||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||
Convertible Notes Payable 8 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 58,750 | |||||||||||||||||||||||||
Loan | 3,021 | 3,021 | ||||||||||||||||||||||||
Unamortized discount | 55,729 | 55,729 | $ 3,750 | |||||||||||||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||
Convertible Notes Payable 9 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||||||||
Loan | 52,279 | 52,279 | ||||||||||||||||||||||||
Unamortized discount | 97,721 | 97,721 | ||||||||||||||||||||||||
Number of shares issued | 300,000 | |||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 7,378 | |||||||||||||||||||||||||
Convertible Notes Payable 10 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 110,000 | |||||||||||||||||||||||||
Loan | 56,207 | 56,207 | ||||||||||||||||||||||||
Unamortized discount | $ 13,000 | 53,793 | 53,793 | |||||||||||||||||||||||
Number of shares issued | 220,000 | |||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 6,391 | |||||||||||||||||||||||||
Convertible Notes Payable 11 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 500,000 | |||||||||||||||||||||||||
Loan | 232,269 | 232,269 | ||||||||||||||||||||||||
Unamortized discount | 267,731 | 267,731 | ||||||||||||||||||||||||
Loss on derivative liability | $ 158,623 | |||||||||||||||||||||||||
Number of shares issued | 250,000 | |||||||||||||||||||||||||
Interest rate | 1.67% | |||||||||||||||||||||||||
Conversion price | $ 0.25 | |||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 78,750 | |||||||||||||||||||||||||
Convertible Notes Payable 12 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | 103,750 | |||||||||||||||||||||||||
Loan | 3,729 | 3,729 | ||||||||||||||||||||||||
Unamortized discount | $ 3,750 | 100,021 | 100,021 | |||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||
Convertible Notes Payable 13 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | 150,000 | 150,000 | ||||||||||||||||||||||||
Derivative liability | 360,675 | 360,675 | ||||||||||||||||||||||||
Loan | 0 | 0 | ||||||||||||||||||||||||
Unamortized discount | $ 0 | 0 | ||||||||||||||||||||||||
Loss on derivative liability | $ 213,495 | |||||||||||||||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||
Conversion price | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||
converted Amount | $ 150,000 | |||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 1,500,000 |
Equity (Details)
Equity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Class of Warrant or Right, Outstanding | 1,142,857 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.035 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 520,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 0.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations | 0 |
Class of Warrant or Right, Outstanding | 1,662,857 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.18 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Mar. 26, 2020 | Apr. 16, 2021 | Feb. 28, 2021 | Jan. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||
Deferred offering cost were charged against paid-in capital | $ 5,255 | $ 0 | |||||
Unamortized deferred offering costs | $ 123,545 | ||||||
Common stock shares cancelled | 4,700,000 | ||||||
Preferred Stock, Shares Issued | 1,000 | 1,000 | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Weighted Average Remaining Term, Warrants | 4 years 2 months 12 days | ||||||
Intrinsic Value, Warrants | $ 302,857 | ||||||
Convertible Notes Payable [Member] | |||||||
Class of Stock [Line Items] | |||||||
Convertible common stock shares | 4,486,364 | ||||||
Convertible common stock amount | $ 450,000 | ||||||
Notes payable | 200,900 | ||||||
Accrued interest | $ 1,745 | ||||||
Consideration common stock shares | 2,026,447 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from common stock | $ 204,000 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from common stock | $ 204,000 | $ 10,000,000 | |||||
Number of share purchase | 1,700,000 | 1,700,000 | |||||
Common Stock [Member] | Convertible Notes Payable [Member] | |||||||
Class of Stock [Line Items] | |||||||
Convertible common stock shares | 250,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Issued | 1,000 | ||||||
Preferred stock, shares authorized | 5,000,000 | ||||||
Preferred stock, par value | $ 0.001 | ||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | Management [Member] | |||||||
Class of Stock [Line Items] | |||||||
Voting Rights | Each Series A Preferred share entitles the holder to vote on all matters submitted to a vote of the Company’s shareholders or with respect to actions that may be taken by written consent. The 1,000 shares of Series A shares have the voting power of 250% of the outstanding common shares at the time of any vote. The holders of the Series A shares are entitled to receive, when, as and if declared by the Board of Directors out of funds legally available, annual dividends payable in cash on the 31st day of December in each year, commencing on December 31, 2020 at the rate of $0.10 per share per year. The Company's Chief Executive Officer is the holder of all Series A Preferred shares. |