Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Resonate Blends, Inc. | ||
Entity Central Index Key | 0000897078 | ||
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 Filer | 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 | $ 2,040,641 | ||
Entity Common Stock, Shares Outstanding | 38,652,887 | ||
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 | $ 114,325 | $ 3,115 |
Advances to Suppliers | 54,599 | |
Current assets of discontinued operations | 102,627 | |
Total current assets | 168,924 | 105,742 |
Investment in equity method investee | 100 | 25,100 |
TOTAL ASSETS | 169,024 | 130,842 |
Current liabilities | ||
Accounts payable and accrued liabilities | 198,936 | 63,665 |
Due to related parties | 187,500 | |
Convertible notes payable, net of discount | 504,793 | 161,405 |
Derivative liability | 274,134 | 262,712 |
Settlement liability | 106,961 | |
Current liabilities of discontinued operations | 123,329 | |
Total current liabilities | 1,165,363 | 718,072 |
Total liabilities | 1,165,363 | 718,072 |
Stockholders' deficit | ||
Common stock; $0.0001 par value; 200,000,000 shares authorized; 27,294,627 and 17,153,936 shares issued and outstanding as of December 31, 2020 and 2019, respectively. | 2,976 | 1,713 |
Additional paid-in capital | 20,101,480 | 18,570,178 |
Accumulated deficit | (21,100,995) | (19,159,721) |
Total Stockholders' deficit | (996,339) | (587,230) |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | 169,024 | 130,842 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, 10,000,000 shares authorized, $0.0001 par value | 400 | |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, 10,000,000 shares authorized, $0.0001 par value | ||
Series C Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, 10,000,000 shares authorized, $0.0001 par value | $ 200 | $ 200 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 27,294,627 | 17,153,936 |
Common stock, shares outstanding | 27,294,627 | 17,153,936 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 66,667 | 66,667 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 66,667 | 66,667 |
Preferred stock, shares outstanding | 66,667 | 66,667 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
REVENUES | ||
COST OF REVENUES | ||
Gross profit | ||
Operating expenses | ||
Advertising | 7,350 | 38,945 |
General and administrative expenses | 679,344 | 70,411 |
Legal and Professional fees | 521,850 | 169,628 |
Officer Compensation | 210,400 | 175,000 |
Salaries and Related | 196,500 | 73,500 |
Non cash management fees | 198,514 | 2,650,518 |
Total operating expenses | 1,813,958 | 3,178,002 |
Loss from operations | (1,813,958) | (3,178,002) |
Other Income (expense) | ||
Other Income | ||
Interest expense | (54,659) | (77,586) |
Impairment of investment | (25,000) | |
Amortization of debt discount | (56,350) | (118,124) |
Gain on settlement of derivative liabilities | 24,786 | (43,242) |
Legal settlement | (31,890) | (106,961) |
Gain (loss) on notes payable | 24,939 | |
Total other expense | (143,113) | (320,974) |
Income (loss) from investment in equity method investee | (11,125) | |
NET INCOME (LOSS) from continuing operations | 1,957,071 | (3,510,101) |
NET INCOME (LOSS) from discontinued operations | 15,797 | (159,627) |
NET INCOME (LOSS) | $ (1,941,274) | $ (3,669,728) |
Basic weighted average common shares outstanding | 25,455,550 | 11,242,260 |
Net Income (loss) per common share: basic and diluted | $ (0.10) | $ (0.3122) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Preferred Stock Series D [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 7 | $ 200 | $ 400 | $ 446 | $ 15,404,716 | $ (15,489,993) | $ (84,224) | |
Balance, shares at Dec. 31, 2018 | 66,667 | 2,000,000 | 4,000,000 | 4,456,448 | ||||
Settlement of liabilities | $ 171 | 360,510 | 360,681 | |||||
Settlement of liabilities, shares | 1,718,000 | |||||||
Common stock issuance for service | $ 668 | 2,470,913 | 2,471,581 | |||||
Common stock issuance for service, shares | 6,685,000 | |||||||
Preferred shares converted to common | $ 7 | $ 2 | 5 | |||||
Preferred shares converted to common, shares | (66,667) | 20,000 | ||||||
Stocks and warrant issued for cash | $ 4 | 199,996 | 239,996 | |||||
Stocks and warrant issued for cash, shares | 40,000 | |||||||
Conveyance of ownership to Aspire | $ (2) | (439,556) | (439,558) | |||||
Conveyance of ownership to Aspire, shares | (20,000) | |||||||
Preferred shares D retired | $ (4) | (260,000) | (300,000) | |||||
Preferred shares D retired, shares | (40,000) | |||||||
Stock issuance for acquisition of Resonate | $ 428 | 833,594 | 834,022 | |||||
Stock issuance for acquisition of Resonate, shares | 4,274,484 | |||||||
Net Loss | (3,669,728) | (3,669,728) | ||||||
Balance at Dec. 31, 2019 | $ 200 | $ 400 | $ 1,713 | 18,570,178 | (19,159,721) | (587,230) | ||
Balance, shares at Dec. 31, 2019 | 2,000,000 | 4,000,000 | 17,133,936 | |||||
Common stock issuance | $ 906 | 1,010,207 | 1,011,113 | |||||
Common stock issuance, shares | 9,058,333 | |||||||
Common stock issuance for service | $ 239 | 165,196 | 165,435 | |||||
Common stock issuance for service, shares | 2,396,428 | |||||||
Stocks issuance to settle notes payable | $ 165 | 313,032 | 313,197 | |||||
Stocks issuance to settle notes payable, shares | 1,650,000 | |||||||
Non-cash Compensation | $ 383 | 342,601 | 342,984 | |||||
Non-cash Compensation, shares | 3,830,408 | |||||||
Cancellation of shares held by Textmunication | $ (476) | (332,376) | (332,852) | |||||
Cancellation of shares held by Textmunication, shares | (4,755,029) | |||||||
Shares issues for legal settlement | $ 46 | 31,842 | 31,888 | |||||
Shares issues for legal settlement, shares | 455,555 | |||||||
Cancellation of preferred stock | $ (400) | 400 | ||||||
Cancellation of preferred stock, shares | (4,000,000) | |||||||
Net Loss | (1,941,274) | (1,941,274) | ||||||
Balance at Dec. 31, 2020 | $ 200 | $ 2,976 | $ 20,101,480 | $ (21,100,995) | $ (996,339) | |||
Balance, shares at Dec. 31, 2020 | 2,000,000 | 29,769,627 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | ||
Net Income (loss) | $ 1,957,071 | $ (3,510,101) |
Net loss from discontinued operations | 15,797 | (141,138) |
Adjustments to reconcile | ||
Amortization of debt discount | 56,350 | |
Impairment of investment | 25,000 | |
Non cash interest expense | 54,659 | 80,556 |
Legal Settlement | 31,980 | 106,961 |
Share based professional fees | 165,435 | |
Share based compensation | 342,984 | 2,650,518 |
Gain (Loss) on the settlement of debt | 24,939 | |
Gain on settlement of derivative liabilities | (24,786) | 43,242 |
Income (Loss) from equity method investee | 11,125 | |
Changes in assets and liabilities | ||
Advances to suppliers | 54,599 | |
Accounts payable and accrued expenses | (344,823) | |
Due to Related party | 187,500 | |
Net cash provided by (used in) operating activities | (1,483,630) | (733,898) |
Net cash provided by (used in) operating activities of discontinued operations | 102,627 | (56,999) |
Net cash used in operations | (1,381,003) | (790,897) |
Investments in Joiant | (25,000) | |
Disposal of Investment in Aspire | ||
Net cash provided by investing activities | (25,000) | |
Cash Flows from Financing Activities | ||
Proceeds from subscription | 1,011,113 | 611,262 |
Proceeds from convertible notes / loans payable | 850,100 | 267,750 |
Proceeds from issuance of stock warrants | 200,000 | |
Payments on preferred stocks buy back | (260,000) | |
Payments of convertible notes | (369,000) | |
Net cash provided by financing activities | 1,492,213 | 819,012 |
Net increase in cash | 111,210 | 3,115 |
Cash, beginning of period | 3,115 | |
Cash, end of period | 114,325 | 3,115 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | (54,659) | 6,171 |
Cash paid for tax | ||
Non-Cash investing and financing transactions | ||
Conversion of debt for common stock | 10,000 | |
Conversion of convertible notes payable | 10,500 | 360,756 |
Settlement of derivative liability | $ 500,422 | $ 319,041 |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Going Concern | NOTE 1 – BASIS OF PRESENTATION AND GOING CONCERN The Company Resonate Blends, Inc. formerly Textmunication Holdings, Inc. (the “Company”) was incorporated on in October 1984 in the State of Georgia as Brock Control Systems. Founded by Richard T. Brock, the Company was in the sales automation market and an early developer of enterprise customer management systems. The Company went public at the end of March of 1993. In February of 1996, the Company changed its name to Brock International Inc., and in March of 1998, the Company again changed our name to Firstwave Technologies, Inc. In 2007, the Company deregistered its common stock in order to avoid the expenses of being a public company. The Company reported briefly on the OTC Disclosure & News Service in 2008 but not for long. The Company again changed its name to FSTWV, Inc. On October 28, 2013, the Company held a shareholder meeting to reincorporate the company in the State of Nevada and concurrently change its name to Textmunication Holdings, Inc. The Company also voted to approve a 1 for 5 reverse split of its outstanding common stock. On November 16, 2013, the Company entered into a Share Exchange Agreement (SEA) with Textmunication, Inc. a California corporation, whereby the sole shareholder of the Company received 65,640,207 new shares of common stock of the Company in exchange for 100% of the Textmunication’s issued and outstanding shares. Textmunication is an online mobile marketing platform service that will connect merchants with their customers and allow them to drive loyalty and repeat business in a non-intrusive, value added medium. For merchants we provide a mobile marketing platform where they can always send the most up-to-date offers/discounts/alerts/events schedule, such as happy hours, trivia night, and other campaigns. The consumer can also access specials and promotions that merchants choose to distribute through Textmunication by opting into keywords designated to the merchant’s keywords. On July 9, 2018, the 1 – 1,000 Reverse Split of the Company’s common stock took effect at the open of business. All shares and per share amounts have been retroactively adjusted to reflect the reverse split. On June 25, 2019, the Company issued a press release announcing it plans to change its business direction from its current SMS technology business to focus on the emerging national cannabis market. The Company planned on using its mobile texting platform to enhance communication efforts with the potential acquisitions. On October 25, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Resonate Purchase Agreement”) with Resonate Blends, LLC, a California limited liability company (“Resonate”), and the members of Resonate. As a result of the transaction, Resonate became a wholly owned subsidiary of the Company. In accordance with the terms of the Purchase Agreement, at the closing an aggregate of 5% of the Company’s outstanding shares of common stock for a total of 665,072 shares were issued to the holders of Resonate in exchange for their membership interests of Resonate. These shares have anti-dilution protection. We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection. Also, on October 25, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Entourage Labs Purchase Agreement”) with Entourage Labs, LLC, a California limited liability company (“Entourage Labs”), and the members of Entourage Labs. As a result of the transaction, Entourage Labs became a wholly owned subsidiary of the Company. In accordance with the terms of the Purchase Agreement, at the closing an aggregate of 5% of the Company’s outstanding shares of common stock for a total of 665,072 shares were issued to the holders of Entourage Labs in exchange for their membership interests of Entourage Labs. These shares have anti-dilution protection. We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection. In addition, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”) with Mark S. Johnson and the Company’s 49% owned subsidiary, Aspire Consulting Group, LLC, a Virginia limited liability company. Pursuant to the Conveyance Agreement, the Company transferred all assets and business operations associated with its IT consulting solutions, including all of the capital stock of Aspire Consulting, to Mr. Johnson. In exchange, Mr. Johnson agreed to cancel 20,000 shares of common stock in the Company and to assume and cancel all liabilities relating to the Company’s former business. Finally, the Company entered into Employment Agreements with the following persons: (i) Geoffrey Selzer as Chief Executive Officer (CEO) of the Company with an annual salary of $180,000; and (ii) Pamela Kerwin as Chief Operating Officer (COO) of the Company with an annual salary of $120,000. Both are eligible for salary increases upon milestone achievements and other benefits. The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO without cause before one-year of service and eight (8) weeks after one-year of service. On December 16, 2019 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly owned subsidiary; Resonate Blends, Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors authorized a change in our name to “Resonate Blends, Inc.” and the Company’s Articles of Incorporation have been amended to reflect this name change. In connection with the name change, the Company’s symbol was changed to “KOAN” that more resembles the Company’s new business focus. On December 16, 2019 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly owned subsidiary; Resonate Blends, Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors authorized a change in our name to “Resonate Blends, Inc.” and the Company’s Articles of Incorporation have been amended to reflect this name change. On January 20, 2020, Wais Asefi resigned as Chairman and as a member of our Board of Directors. Mr. Asefi’s resignation is in support of Resonate Blends strategic direction of becoming a pure play cannabis company. The Company does not believe that Mr. Asefi has any disagreements on matters relating to our operations, policies or practices. Also, on January 20, 2020, our Board of Directors appointed Geoffrey Selzer as our Chairman. In connection with the name change, the Company’s symbol was changed to “KOAN” that more resembles the Company’s new business focus. On May 22, 2020, Resonate Blends, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”). Textmunication operates the Company’s SMS business activities. The Company will retain its cannabis operations based in Calabasas, California. The consideration for the sale of Textmunication consists of the cancellation by the Asefi Group of 4,822,029 shares of common stock (the “Shares”) of the Company. The Shares have a market value of $337,542, based on our last sales price of $0.07 per share as of May 26, 2020. Upon the cancellation of the Shares, the Company agreed to execute a general release in favor of Mr. Asefi. Also on May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi. Pursuant to the Separation Agreement, Mr. Asefi agreed to separate from all officer positions and as a director of the Company and to further accept the payment of $200,000 from the Company’s future fundraising as consideration of all debts outstanding under Mr. Asefi’s employment agreement with the Company. Mr. Asefi further agreed to cancel his 4,000,000 shares of Series A Preferred Stock and to transfer his 2,000,000 shares of Series C Preferred Stock to Geoffrey Selzer, the Company’s current CEO and Director. Mr. Asefi further released the Company of all claims. Also on May 22, 2020, Mr. Selzer signed a Voting Agreement and agreed to vote his newly acquired 2,000,000 shares of Series C Preferred Stock in favor of the sale of Textmunication to the Asefi Group. On May 22, 2020, Resonate Blends, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”). Textmunication operates the Company’s SMS business activities. On July 20, 2020, the parties closed on the transactions contained in the SPA. The Asefi Group cancelled 4,822,029 shares of common stock (the “Shares”) of the Company. The Shares have a market value of $332,842, based on our last sales price of $0.07 per share as of May 26, 2020. The Company also executed a general release in favor of Mr. Asefi. Basis of Presentation Our financial statements are presented in conformity with accounting principles generally accepted in the United States of America, as reported on our fiscal years ending on December 31, 2019 and 2018. We have summarized our most significant accounting policies. Going concern These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of December 31, 2020, the Company has an accumulated deficit of $21,100,995. The company’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These consolidated financial statements do not include any adjustments that might arise from this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2020 and 2019 no cash balances exceeded the federally insured limit. Accounts receivable and allowance for doubtful accounts Accounts receivable are stated at the amount management expects to collect. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. As of December 31, 2020, and 2019 there’s no allowance for doubtful accounts and bad debts. At December 31, 2020 and 2019, one customer represented 51% and 71%, respectively, of the Company’s accounts receivable. Revenue Recognition The Company did not have any revenues from continuing operations for the periods presented. The Company’s policy is that revenues will be recognized when control of the product is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Results for reporting periods beginning after January 1, 2020 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We did not have any cumulative impact as a result of applying Topic 606. Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities, Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability, Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The fair value of the accounts receivable, accounts payable, notes payable are considered short term in nature and therefore their value is considered fair value. Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2020 and 2019: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ — $ — $ 274,134 $ 274,134 Net income (loss) per Common Share Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Property and equipment Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss thereon is reflected in operations. Company policy capitalizes property and equipment for cost over $1,000, asset acquired under $1,000 are charge to operations. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Because the Company has no net income, the tax benefit of the accumulated net loss has been fully offset by an equal valuation allowance. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. Advertising Expenses Advertising expenses are included in General and administrative expenses in the Statements of Operations and are expensed as incurred. The Company incurred $7,350 and $38,945 in advertising expenses for the years ended December 31, 2020 and 2019, respectively. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements. In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 3 – RELATED PARTY TRANSACTIONS As of December 31, 2020, the Company had notes payable to a related party of $187,500. On May 22, 2020, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Wais Asefi. Pursuant to the Separation Agreement, Mr. Asefi agreed to separate from all officer positions and as a director of the Company and to further accept the payment of $200,000 from the Company’s future fundraising as consideration of all debts outstanding under Mr. Asefi’s employment agreement with the Company. Mr. Asefi further agreed to cancel his 4,000,000 shares of Series A Preferred Stock and to transfer his 2,000,000 shares of Series C Preferred Stock to Geoffrey Selzer, the Company’s current CEO and Director. Mr. Asefi further released the Company of all claims. On May 22, 2020, the 4,000,000 shares of Series A Preferred Stock were returned to the Company’s transfer agent and cancelled and on May 22, 2020 the 2,000,000 shares of Series C Preferred Stock were transferred to Mr. Selzer. The parties to the Separation Agreement agreed to a payment schedule of $200,000 based on future monies raised by the Company - and not on a specific date – as follows: ● $12,500 when the initial $250,000 is raised by the Company; ● $12,500 when a total of $500,000 is raised by the Company; ● $10,000 when a total of $750,000 is raised by the Company; ● $35,000 when a total of $1,750,000 is raised by the Company; ● $35,000 when a total of $2,750,000 is raised by the Company; ● $35,000 when a total of $3,750,000 is raised by the Company; ● $35,000 when a total of $4,750,000 is raised by the Company; and ● $25,000 when a total of $5,750,000 is raised by the Company. The Company made a payment of $12,500 on the payable to related parties as of December 31, 2020. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | NOTE 4 - CONVERTIBLE NOTE PAYABLE On January 22, 2020, we executed a convertible promissory note with Geneva Roth Remark Holdings, Inc. for $113,300 with note discounted of $10,300 and interest at the rate of 10% per annum from the issue date. This note will mature on January 22, 2021 with penalty clause of 22% per annum should the note be defaulted. If we decide to let this Note convert, the variable conversion price is 75% multiplied by the market price, representing a market discount of 25%. We have the ability to prepay this Note beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date with a prepayment percentage of 113%. The period beginning on the date which is one hundred twenty-one (121) days following the Issue Date and ending on the date which is one hundred eight (180) days following the Issue Date, the prepayment percentage is 118%. On March 3, 2020 Resonate Blends, Inc. (“Resonate”) agreed to pay Cicero Holding, Inc. (“Cicero”) five payments of $10,000 plus a final balloon payment of $60,000 by September 15, 2020. This settlement was on a previous $100,000 convertible note issued to Textmunication Holdings, Inc. on October 2, 2019. To date, Resonate has made two payments of $10,000 each – or $20,000 total. On June 23, 2020, both Parties agreed to amend the settlement agreement dated March 3, 2020. Resonate issued 900,000 common shares to Cicero with a leak-out of 120,000 shares per month to retire the remaining $90,000 owed on the Note. On March 13, 2020 we executed a convertible promissory note with Armada Capital Partners LLC. for $142,000 with note discounted of $8,667 and interest at the rate of 15% per annum from the issue date. This note will mature on April 20, 2021 with penalty clause of 18% per annum should the note be defaulted. If we decide to let this Note convert, the variable conversion price is 65% multiplied by the market price, representing a market discount of 35%. We have the ability to prepay this Note beginning on the Issue Date at our discretion. On March 13, 2020 we executed a convertible promissory note with BHP Capital NY for $142,000 with note discounted of $8,667 and interest at the rate of 15% per annum from the issue date. This note will mature on April 20, 2021 with penalty clause of 18% per annum should the note be defaulted. If we decide to let this Note convert, the variable conversion price is 65% multiplied by the market price, representing a market discount of 35%. We have the ability to prepay this Note beginning on the Issue Date at our discretion. On March 13, 2020 we executed a convertible promissory note with Jefferson Street Capital LLC for $142,000 with note discounted of $8,667 and interest at the rate of 15% per annum from the issue date. This note will mature on April 20, 2021 with penalty clause of 18% per annum should the note be defaulted. If we decide to let this Note convert, the variable conversion price is 65% multiplied by the market price, representing a market discount of 35%. We have the ability to prepay this Note beginning on the Issue Date at our discretion. On June 18, 2020, we executed a convertible promissory note with Geneva Roth Remark Holdings, Inc. for $85,800 together with any interest at the rate of 10% per annum from the issue date. If we decide to let this Note convert, the variable conversion price is 75% multiplied by the market price, representing a market discount of 25%. We have the ability to prepay this Note beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date with a prepayment percentage of 113%. The period beginning on the date which is one hundred twenty-one (121) days following the Issue Date and ending on the date which is one hundred eight (180) days following the Issue Date, the prepayment percentage is 118%. On July 20, 2020, we executed a Securities Purchase Agreement (“SPA”) with FirstFire and issued the FirstFire Note with a principal amount of $225,000, a $25,000 original issue discount and interest at 8% per annum. The principal balance and accrued but unpaid interest may be converted to our common stock at $0.10 per share or, upon default, at 75% of the lowest trading price in the last 20 days in our trading market. On July 20, 2020, the parties closed on the transactions contained in the SPA. The Asefi Group will cancel 4,822,029 shares of common stock (the “Shares”) of the Company. The Shares have a market value of $337,542, based on our last sales price of $0.07 per share as of May 26, 2020. The Company also executed a general release in favor of Mr. Asefi. On July 21, 2020, we paid off the Geneva Note in its entirety with proceeds acquired from the below new convertible promissory note (the FirstFire Note”) we issued to FirstFire Global Opportunities Fund LLC. The amount paid to Geneva was $140,397.01. Convertible notes payable consists of the following as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Convertible note face value $ 517,544 $ 227,750 Less: Discounts (12,751 ) (116,345 ) Net convertible Notes 504,793 161,404 As of December 31, 2020 and 2019 accrued interest payable on notes payable were $71,346 and $10,556 respectively. The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for’ any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5 – COMMITMENTS AND CONTINGENCIES Office Lease On October 16, 2019, the Company signed a lease agreement that expires on thirty days’ notice. Rent expense was approximately $ 740 and 0 for the years ended December 31, 2020 and 2019, respectively. Executive Employment Agreement On October 25, 2019 the Company entered into Employment Agreements with the following persons: (i) Geoffrey Selzer as Chief Executive Officer (CEO) of the Company with an annual salary of $180,000; (ii) Pamela Kerwin as Chief Operating Officer (COO) of the Company with an annual salary of $120,000; (iii) David Thielen as Chief Investment Officer (CIO) of the Company with an annual salary of $120,000. All are eligible for salary increases upon milestone achievements and other benefits. The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO and CIO without cause before one-year of service and eight (8) weeks after one-year of service. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6 – INCOME TAXES For the year ended December 31, 2020, the cumulative net operating loss carry-forward from continuing operations is approximately $21,100,995 and will expire beginning in the year 2030. The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows as of December 31, 2020 and 2019: Deferred tax attributable to: 2020 2019 Net Operating loss carry over 4,431,209 3,017,656 Valuation allowance 4,431,209 3,017,656 Net deferred tax assets - - Due to the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7 – STOCKHOLDERS’ EQUITY The Company is authorized to issue an aggregate of 200,000,000 shares of common stock with a par value of $0.0001. The Company is also authorized to issue 10,000,000 shares of “blank check” preferred stock with a par value of $0.0001. Preferred Stock The board of directors of the Company has designated, out of the 10,000,000 shares of preferred stock authorized, the following series of preferred stock: 4,000,000 shares of Series A Preferred Stock, 66,667 shares of Series B Preferred Stock, 2,000,000 shares of Series C Preferred Stock, 40,000 shares of Series D Preferred Stock and 10,000 shares of Series E Preferred Stock. On October 25, 2019, 66,667 outstanding shares of Series B Preferred Stock was returned to the Company’s transfer agent and cancelled. On December 9, 2019, the Company exercised its right to redeem the 40,000 outstanding shares of Series D Preferred Stock by paying the holders $260,000 or 130% of the amount paid for the shares, as called for under the Securities Purchase Agreement. On May 22, 2020, 4,000,000 outstanding shares of Series A Preferred Stock were returned to the Company’s transfer agent and cancelled, There were 2,000,000 shares of Series C Preferred Stock issued and outstanding as of December 31, 2020. There are no other series of preferred stock outstanding as of December 31, 2020. Common Stock During the year ended December 31, 2018, ● the Company’s Board of Directors approved a one to one thousand (1:1000) reverse stock split, which became effective July 9, 2018. The Company consolidated financial statements have been retroactively restated to the reflect the effect of the stock split ● the Company entered into a subscription agreement for 9.98% of the company common shares outstanding for $100,000. During the year ended December 31, 2018, the Company issued 1,380,933 shares of common stock with a fair value of $354,010 for the conversion of convertible notes payable. The converted portion of the notes also had associated derivative liabilities with fair values on the date of conversion of 866,361. The conversion of the derivative liabilities has been recorded through additional paid-in capital During the first quarter of 2019 the company issued a total of 6,685,000 shares to employees and vendors for compensation and services rendered. The fair market value of the shares issues accounted as expenses as follows: Management Fees $ 2,074,600 Payment to subcontractor 446,982 Total $ 2,521,582 During the second quarter of 2019 the company issued 40,000 shares of preferred stock warrants for $200,000 cash. During the third quarter of 2019 the company issued 1,280,000 common stocks in settlement of liabilities. The fair market value of the liabilities accounted as additional paid in capital of $164,033. During the year ended December 31, 2019, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale to the Purchasers of an aggregate of up to 40,000 shares of our Series D Convertible Preferred Stock (the “Preferred Shares”) and related warrants for gross proceeds to the Company of $200,000. On December 9, 2019, we exercised our right to redeem the Preferred Shares by paying the Purchasers $260,000 or 130% of the amount paid for the Preferred Shares, as called for under the Securities Purchase Agreement. During the last quarter year end December 31, 2019, the company issued 4,274,936 shares of common stocks to acquire Resonate Blends, LLC, and Entourage LLC, both California limited liability companies. As a result of the transaction, both companies became wholly owned subsidiaries of the Company. The Company recognized a loss of $834,022 on the acquisitions. During the year ended December 31, 2020 the company issued a total of 3,830,408 shares of common stock to management and vendors for compensation and services rendered. The fair market value of the shares issues accounted as expenses as follows: Professional Fees $ 216,693 Payment to obtain loan 165,195 Payment to management staff 198,514 580,042 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
Discontinued Operations | NOTE 8 – DISCONTINUED OPERATONS On July 20, 2020, the Company finalized a Stock Purchase Agreement (the “SPA”) with Wais Asefi, Nick Miniello, Juleon Asefi, and Curt Byers (collectively, the “Asefi Group”) to sell to the Asefi Group its subsidiary, Textmunication, Inc., a California corporation (“Textmunication”). Textmunication operates the Company’s SMS business activities. The Company retained its cannabis operations based in Calabasas, California. The Company has accounted for this spinout as a discontinued operation and retroactively reclassified all previously presented financial information. The following summarizes the results of operations for Textmunication, Inc. 2020 2019 Revenues $ 477,734 $ 758,101 Cost of revenues 101,347 285,085 Operating expenses 468,796 581,764 570,143 866,849 Loss from operations of discontinued operation (92,409 ) (108,748 ) Gain on disposal of discontinued operations 108,206 - Gain (loss) from discontinued operations $ 15,797 $ (108,748 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events for recognition and disclosure through March 31, 2021 which is the date the financial statements were available to be issued. No other matters were identified affecting the accompanying financial statements and related disclosures. On July 20, 2020, the Company entered into a Securities Purchase Agreement (“SPA”) with FirstFire Global Opportunities Fund, LLC (“FirstFire”) and convertible promissory note with a principal amount of $225,000, a $25,000 original issue discount and interest at 8% per annum (the “FirstFire Note”). On September 16, 2020, we executed an addendum with FirstFire whereby a $138,000 payment would be made followed by two additional payments to retire the FirstFire Note. On September 18, 2020 we made a $138,000 payment to FirstFire that took care of the first three (3) amortized payments due on December 20, 2020, January 20, 2021 and February 20, 2021. There remained two (2) additional payments of $52,500, which equals the remaining $105,000 due, were scheduled for payment on March 20, 2021 and April 20, 2021. On February 12, 2021, we made the final two (2) payments of $52,500 to retire the FirstFire Note. On March 13, 2020, the Company entered into a Securities Purchase Agreement (“SPA”) with each of BHP Capital NY, Inc., Armada Capital Partners LLC, and Jefferson Street Capital LLC, and sold a convertible promissory note to each party with a principal amount of $141,999. On February 25, 2021, we paid off all three convertible promissory notes with a payment to each note holder for a total payout of $438,588.45. On March 18, 2021, the Company announced the closing of our private placements. From December 1, 2020 through March 15, 2021 (collectively, the “Closing”), Resonate Blends, Inc. (the “Company”) entered into note subscription agreements (each, a “ Note Subscription Agreement”) with accredited investors (collectively the “Investors”), pursuant to which the Company issued and sold units (the “Units”) where each Unit priced at $25,000 consists of (i) an 8.0% Note in the principal amount of $25,000 convertible into Common Stock (the “Note) and (ii) a warrant for the purchase of 83,333 shares of the Company’s Common Stock (the “Warrant”). We sold 90 Units for total proceeds of $2,265,000. After paying finder fees of $187,450 and 649,045 warrant shares to Boustead Securities, LLC, the Company netted $2,077,550, which will be used for working capital. In addition, the Company also entered into subscription agreements (the “Equity Subscription Agreements”) with certain accredited investor subscribers (the “Subscribers”) in connection with an equity placement offering of a maximum of $2,000,000 in units (the “Equity Units”) where each Equity Unit consists of one share of Common Stock at a purchase price of $0.15 and a warrant to purchase 0.5 share(s) of Common Stock at an exercise price of $0.225 per share. We sold 6,983,333 Equity Units for total proceeds of $1,047,500. After paying finder fees of $100,763 and 314,249 warrant shares to Boustead Securities, LLC, the Company netted $946,737, which was used to pay off the remaining convertible note debt and will also be used for working capital. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Cash | Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2020 and 2019 no cash balances exceeded the federally insured limit. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable are stated at the amount management expects to collect. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. As of December 31, 2020, and 2019 there’s no allowance for doubtful accounts and bad debts. At December 31, 2020 and 2019, one customer represented 51% and 71%, respectively, of the Company’s accounts receivable. |
Revenue Recognition | Revenue Recognition The Company did not have any revenues from continuing operations for the periods presented. The Company’s policy is that revenues will be recognized when control of the product is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Results for reporting periods beginning after January 1, 2020 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We did not have any cumulative impact as a result of applying Topic 606. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities, Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability, Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The fair value of the accounts receivable, accounts payable, notes payable are considered short term in nature and therefore their value is considered fair value. Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2020 and 2019: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ — $ — $ 274,134 $ 274,134 |
Net Income (Loss) Per Common Share | Net income (loss) per Common Share Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. |
Property and Equipment | Property and equipment Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss thereon is reflected in operations. Company policy capitalizes property and equipment for cost over $1,000, asset acquired under $1,000 are charge to operations. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Because the Company has no net income, the tax benefit of the accumulated net loss has been fully offset by an equal valuation allowance. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
Advertising Expenses | Advertising Expenses Advertising expenses are included in General and administrative expenses in the Statements of Operations and are expensed as incurred. The Company incurred $7,350 and $38,945 in advertising expenses for the years ended December 31, 2020 and 2019, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Management has reviewed this pronouncement and has determined that it would not have a material impact to the consolidated financial statements. In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2020 and 2019: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ — $ — $ 274,134 $ 274,134 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consists of the following as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Convertible note face value $ 517,544 $ 227,750 Less: Discounts (12,751 ) (116,345 ) Net convertible Notes 504,793 161,404 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows as of December 31, 2020 and 2019: Deferred tax attributable to: 2020 2019 Net Operating loss carry over 4,431,209 3,017,656 Valuation allowance 4,431,209 3,017,656 Net deferred tax assets - - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Compensation and Services Rendered | The fair market value of the shares issues accounted as expenses as follows: Management Fees $ 2,074,600 Payment to subcontractor 446,982 Total $ 2,521,582 The fair market value of the shares issues accounted as expenses as follows: Professional Fees $ 216,693 Payment to obtain loan 165,195 Payment to management staff 198,514 580,042 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
Schedule of Discontinued Operations | The following summarizes the results of operations for Textmunication, Inc. 2020 2019 Revenues $ 477,734 $ 758,101 Cost of revenues 101,347 285,085 Operating expenses 468,796 581,764 570,143 866,849 Loss from operations of discontinued operation (92,409 ) (108,748 ) Gain on disposal of discontinued operations 108,206 - Gain (loss) from discontinued operations $ 15,797 $ (108,748 ) |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | Jul. 20, 2020 | May 26, 2020 | May 22, 2020 | Oct. 25, 2019 | Jul. 09, 2018 | Nov. 16, 2013 | Oct. 28, 2013 | Dec. 31, 2020 | Dec. 31, 2019 |
Reverse stock split | 1 - 1,000 Reverse Split of the Company's common stock took effect at the open of business. | 1 for 5 reverse split | |||||||
Annual salary | $ 210,400 | $ 175,000 | |||||||
Value of cancellation shares of common stock, | 300,000 | ||||||||
Accumulated deficit | $ (21,100,995) | $ (19,159,721) | |||||||
Asefi Group [Member] | |||||||||
Number of cancellation shares of common stock | 4,822,029 | 4,822,029 | |||||||
Value of cancellation shares of common stock, | $ 332,842 | $ 337,542 | |||||||
Sales share per price | $ 0.07 | $ 0.07 | |||||||
Share Exchange Agreement [Member] | |||||||||
Number of shares issued during period | 65,640,207 | ||||||||
Percentage of common shares issued | 100.00% | ||||||||
Resonate Purchase Agreement [Member] | |||||||||
Number of shares issued during period | 665,072 | ||||||||
Percentage of common shares issued | 5.00% | ||||||||
Agreement, description | We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company's public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection. | ||||||||
Entourage Labs Purchase Agreement [Member] | |||||||||
Number of shares issued during period | 665,072 | ||||||||
Percentage of common shares issued | 5.00% | ||||||||
Agreement, description | We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company's public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection. | ||||||||
Conveyance Agreement [Member] | Mark S. Johnson [Member] | |||||||||
Equity interest percentage | 49.00% | ||||||||
Number of cancellation shares of common stock | 20,000 | ||||||||
Employment Agreement [Member] | |||||||||
Agreement, description | The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO without cause before one-year of service and eight (8) weeks after one-year of service. | ||||||||
Employment Agreement [Member] | Geoffrey Selzer, CEO [Member] | |||||||||
Annual salary | $ 180,000 | ||||||||
Employment Agreement [Member] | Pamela Kerwin, COO [Member] | |||||||||
Annual salary | $ 120,000 | ||||||||
Separation and Release Agreement [Member] | Asefi Group [Member] | |||||||||
Number of cancellation shares of common stock | 4,000,000 | ||||||||
Payment of debt | $ 200,000 | ||||||||
Stock issuance, shares | 2,000,000 | ||||||||
Separation and Release Agreement [Member] | Mr. Selzer [Member] | |||||||||
Number of shares issued during period | 2,000,000 | ||||||||
Voting Agreement [Member] | Mr. Selzer [Member] | |||||||||
Number of shares issued during period | 2,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash insured limit | ||
Allowance for doubtful accounts | ||
Property and equipment excess capitalized cost | 1,000 | |
Value of assets acquired | 1,000 | |
Advertising expenses | $ 7,350 | $ 38,945 |
Minimum [Member] | ||
Estimated useful life | 3 years | |
Maximum [Member] | ||
Estimated useful life | 7 years | |
One Customer [Member] | Accounts Receivable [Member] | ||
Concentration risk, percentage | 51.00% | 71.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) | Dec. 31, 2020USD ($) |
Derivative Financial Instruments | $ 274,134 |
Level 1 [Member] | |
Derivative Financial Instruments | |
Level 2 [Member] | |
Derivative Financial Instruments | |
Level 3 [Member] | |
Derivative Financial Instruments | $ 274,134 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 20, 2020 | May 26, 2020 | May 22, 2020 | Dec. 31, 2020 |
Notes Payable Realted Party | $ 187,500 | |||
Payment to related parties | $ 12,500 | |||
IPO [Member] | ||||
Stock issuance, shares | 12,500 | |||
Amount of capital raised | $ 250,000 | |||
IPO One [Member] | ||||
Stock issuance, shares | 12,500 | |||
Amount of capital raised | $ 500,000 | |||
IPO Two [Member] | ||||
Stock issuance, shares | 10,000 | |||
Amount of capital raised | $ 750,000 | |||
IPO Three [Member] | ||||
Stock issuance, shares | 35,000 | |||
Amount of capital raised | $ 1,750,000 | |||
IPO Four [Member] | ||||
Stock issuance, shares | 35,000 | |||
Amount of capital raised | $ 2,750,000 | |||
IPO Five [Member] | ||||
Stock issuance, shares | 35,000 | |||
Amount of capital raised | $ 3,750,000 | |||
IPO Six [Member] | ||||
Stock issuance, shares | 35,000 | |||
Amount of capital raised | $ 4,750,000 | |||
IPO Seven [Member] | ||||
Stock issuance, shares | 25,000 | |||
Amount of capital raised | $ 5,750,000 | |||
Series A Preferred Stock [Member] | ||||
Cancellation of common stock, shares | 4,000,000 | |||
Series C Preferred Stock [Member] | ||||
Cancellation of common stock, shares | 2,000,000 | |||
Asefi Group [Member] | ||||
Cancellation of common stock, shares | 4,822,029 | 4,822,029 | ||
Separation and Release Agreement [Member] | Asefi Group [Member] | ||||
Payment of debt | $ 200,000 | |||
Cancellation of common stock, shares | 4,000,000 | |||
Stock issuance, shares | 2,000,000 | |||
Separation and Release Agreement [Member] | Mr. Selzer [Member] | ||||
Number of shares issued during period | 2,000,000 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) | Jul. 21, 2020USD ($) | Jul. 20, 2020USD ($)Integer$ / sharesshares | Jun. 18, 2020USD ($) | May 26, 2020USD ($)$ / sharesshares | Mar. 13, 2020USD ($) | Mar. 03, 2020 | Jan. 22, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Original issue discount | $ 12,751 | $ 116,345 | |||||||
Debt instrument, face amount | 517,544 | 227,750 | |||||||
Number of shares cancelled during period | 300,000 | ||||||||
Payments of notes payable | 369,000 | ||||||||
Asefi Group [Member] | |||||||||
Cancellation of common stock, shares | shares | 4,822,029 | 4,822,029 | |||||||
Number of shares cancelled during period | $ 332,842 | $ 337,542 | |||||||
Sales share per price | $ / shares | $ 0.07 | $ 0.07 | |||||||
Securities Purchase Agreement [Member] | Asefi Group [Member] | |||||||||
Cancellation of common stock, shares | shares | 4,822,029 | ||||||||
Number of shares cancelled during period | $ 337,542 | ||||||||
Sales share per price | $ / shares | $ 0.07 | ||||||||
Convertible Promissory Note [Member] | Geneva Roth Remark Holdings, Inc [Member] | |||||||||
Convertible promissory note | $ 85,800 | $ 113,300 | |||||||
Original issue discount | $ 10,300 | ||||||||
Debt instrument, interest rate | 10.00% | 10.00% | |||||||
Maturity date | Jan. 22, 2021 | ||||||||
Penalty percentage | 22.00% | ||||||||
Debt, conversion price percentage | 75.00% | 75.00% | |||||||
Market discount percentage | 25.00% | 25.00% | |||||||
Prepayment description | The ability to prepay this Note beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date with a prepayment percentage of 113%. The period beginning on the date which is one hundred twenty-one (121) days following the Issue Date and ending on the date which is one hundred eight (180) days following the Issue Date, the prepayment percentage is 118%. | The ability to prepay this Note beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date with a prepayment percentage of 113%. The period beginning on the date which is one hundred twenty-one (121) days following the Issue Date and ending on the date which is one hundred eight (180) days following the Issue Date, the prepayment percentage is 118%. | |||||||
Convertible Promissory Note [Member] | Resonate Blends, LLC [Member] | |||||||||
Debt instrument description | Resonate Blends, Inc. ("Resonate") agreed to pay Cicero Holding, Inc. ("Cicero") five payments of $10,000 plus a final balloon payment of $60,000 by September 15, 2020. This settlement was on a previous $100,000 convertible note issued to Textmunication Holdings, Inc. on October 2, 2019. To date, Resonate has made two payments of $10,000 each - or $20,000 total. On June 23, 2020, both Parties agreed to amend the settlement agreement dated March 3, 2020. Resonate issued 900,000 common shares to Cicero with a leak-out of 120,000 shares per month to retire the remaining $90,000 owed on the Note | ||||||||
Convertible Promissory Note [Member] | Armada Capital Partners LLC [Member] | |||||||||
Convertible promissory note | $ 142,000 | ||||||||
Original issue discount | $ 8,667 | ||||||||
Debt instrument, interest rate | 15.00% | ||||||||
Maturity date | Apr. 20, 2021 | ||||||||
Penalty percentage | 18.00% | ||||||||
Debt, conversion price percentage | 65.00% | ||||||||
Market discount percentage | 35.00% | ||||||||
Convertible Promissory Note [Member] | Armada Capital Partners LLC [Member] | Securities Purchase Agreement [Member] | |||||||||
Debt instrument, face amount | $ 141,999 | ||||||||
Convertible Promissory Note [Member] | BHP Capital NY [Member] | |||||||||
Convertible promissory note | 142,000 | ||||||||
Original issue discount | $ 8,667 | ||||||||
Debt instrument, interest rate | 15.00% | ||||||||
Maturity date | Apr. 20, 2021 | ||||||||
Penalty percentage | 18.00% | ||||||||
Debt, conversion price percentage | 65.00% | ||||||||
Market discount percentage | 35.00% | ||||||||
Convertible Promissory Note [Member] | Jefferson Street Capital LLC [Member] | |||||||||
Convertible promissory note | $ 142,000 | ||||||||
Original issue discount | $ 8,667 | ||||||||
Debt instrument, interest rate | 15.00% | ||||||||
Maturity date | Apr. 20, 2021 | ||||||||
Penalty percentage | 18.00% | ||||||||
Debt, conversion price percentage | 65.00% | ||||||||
Market discount percentage | 35.00% | ||||||||
FirstFire Note [Member] | Securities Purchase Agreement [Member] | |||||||||
Original issue discount | $ 25,000 | ||||||||
Debt instrument, interest rate | 8.00% | ||||||||
Debt instrument, face amount | $ 225,000 | ||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.10 | ||||||||
Trading days | Integer | 20 | ||||||||
Payments of notes payable | $ 140,397 | ||||||||
Note Payable [Member] | |||||||||
Accrued interest | $ 71,346 | $ 10,556 |
Convertible Note Payable - Sche
Convertible Note Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Convertible Note face value | $ 517,544 | $ 227,750 |
Less: Discounts | (12,751) | (116,345) |
Net Convertible notes payable | $ 504,793 | $ 161,404 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 25, 2020 | Oct. 25, 2019 | Jan. 06, 2015 | Dec. 31, 2020 | Dec. 31, 2019 |
Description on lease | the Company signed a lease agreement that expires on thirty days’ notice. | ||||
Rent expense | $ 740 | $ 0 | |||
Annual salary | $ 210,400 | $ 175,000 | |||
David Thielen, CIO [Member] | |||||
Annual salary | $ 120,000 | ||||
Employment Agreement [Member] | |||||
Agreement, description | The Employment Agreement for the CEO has a term of 2 years and can't be terminated without cause. Severance of six (6) weeks is available for termination of the COO without cause before one-year of service and eight (8) weeks after one-year of service. | ||||
Employment Agreement [Member] | Geoffrey Selzer, CEO [Member] | |||||
Annual salary | $ 180,000 | ||||
Employment Agreement [Member] | Pamela Kerwin, COO [Member] | |||||
Annual salary | $ 120,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carry-forward from continuing operations | $ 21,100,995 |
Operating loss carryforwards expirations date | Expire beginning in the year 2030 |
Percentage on effective income tax rate | 21.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net Operating loss carry over | $ 4,431,209 | $ 3,017,656 |
Valuation allowance | 4,431,209 | 3,017,656 |
Net deferred tax assets |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | May 22, 2020 | Dec. 09, 2019 | Oct. 25, 2019 | Jul. 09, 2018 | Oct. 28, 2013 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Stockholders' equity, reverse stock split | 1 - 1,000 Reverse Split of the Company's common stock took effect at the open of business. | 1 for 5 reverse split | ||||||||
Common stock, shares outstanding | 27,294,627 | 17,153,936 | ||||||||
Resonate Blends, LLC, and Entourage LLC [Member] | ||||||||||
Number of shares issued for acquisition, shares | 4,274,936 | |||||||||
Recognized loss on acquisitions | $ 834,022 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Cancellation of Preferred Stock , shares | 4,000,000 | |||||||||
Preferred stock, shares outstanding | 4,000,000 | 4,000,000 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 66,667 | 66,667 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Cancellation of Preferred Stock , shares | 66,667 | |||||||||
Preferred stock, shares outstanding | 66,667 | 66,667 | ||||||||
Series C Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Cancellation of Preferred Stock , shares | 2,000,000 | |||||||||
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 | ||||||||
Series D Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 40,000 | |||||||||
Redemption of Preferred stock, shares | 40,000 | |||||||||
Redemption of Preferred stock | $ 260,000 | |||||||||
Percentage of payment for redemption of preferred stock | 130.00% | |||||||||
Series E Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 10,000 | |||||||||
Board of Directors [Member] | ||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||
Stockholders' equity, reverse stock split | (1:1000) reverse stock split | |||||||||
Vendors [Member] | ||||||||||
Number of shares issued for services, shares | 3,830,408 | 6,685,000 | ||||||||
Purchasers [Member] | Series D Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||
Shares sold during period, shares | 40,000 | |||||||||
Proceeds from sale of stock | $ 200,000 | |||||||||
Redemption of preferred shares rights, description | we exercised our right to redeem the Preferred Shares by paying the Purchasers $260,000 or 130% of the amount paid for the Preferred Shares, as called for under the Securities Purchase Agreement. | |||||||||
Blank Check [Member] | ||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||
Preferred stock, par value | $ 0.0001 | |||||||||
Common Stock [Member] | ||||||||||
Number of shares issued for services, shares | 2,396,428 | 6,685,000 | ||||||||
Number of shares issued during period, shares | 9,058,333 | |||||||||
Number of shares issued for acquisition, shares | 4,274,484 | |||||||||
Common Stock [Member] | Settlement of Liabilities [Member] | ||||||||||
Number of shares issued during period, shares | 1,280,000 | |||||||||
Fair market value of the liabilities, recorded as additional paid in capital | $ 164,033 | |||||||||
Common Stock [Member] | Subscription Agreement [Member] | ||||||||||
Common stock, outstanding percentage | 9.98% | |||||||||
Common stock, shares outstanding | 100,000 | |||||||||
Common Stock [Member] | Subscription Agreement [Member] | Convertible Note Payable [Member] | ||||||||||
Shares issued for conversion of debts | 1,380,933 | |||||||||
Shares issue for conversion of debts, value | $ 354,010 | |||||||||
Fair value of debt conversion | $ 866,361 | |||||||||
Preferred Stock Warrants [Member] | ||||||||||
Number of shares issued during period, shares | 40,000 | |||||||||
Proceeds from issuance of preferred stock | $ 200,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Compensation and Services Rendered (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Management Fees | $ 2,074,600 | |
Payment to subcontractors | 446,982 | |
Professional Fees | $ 216,693 | |
Payment to obtain loan | 165,195 | |
Payment to management staff | 198,514 | |
Total | $ 580,042 | $ 2,521,582 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operation, Additional Disclosures [Abstract] | ||
Revenues | $ 477,734 | $ 758,101 |
Cost of revenues | 101,347 | 285,085 |
Operating expenses | 468,796 | 581,764 |
Income (loss) from operations | 570,143 | 866,849 |
Loss from operations of discontinued operation | (92,409) | (108,748) |
Gain on disposal of discontinued operations | 108,206 | |
Gain (loss) from discontinued operations | $ 15,797 | $ (141,138) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 20, 2021 | Mar. 20, 2021 | Feb. 25, 2021 | Sep. 18, 2020 | Sep. 16, 2020 | Mar. 15, 2021 | Dec. 31, 2020 | Feb. 12, 2021 | Jul. 20, 2020 | Mar. 13, 2020 | Dec. 31, 2019 |
Debt instrument face amount | $ 517,544 | $ 227,750 | |||||||||
Stock Issued During Period, Value, New Issues | $ 1,011,113 | ||||||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||
Repayments of debt | $ 438,588 | ||||||||||
First Fire Global Opportunities Fund, LLC [Member] | |||||||||||
Debt instrument additional payments | $ 138,000 | ||||||||||
Debt instrument, periodic payment | $ 138,000 | ||||||||||
First Fire Global Opportunities Fund, LLC [Member] | Subsequent Event [Member] | |||||||||||
Debt instrument, periodic payment | $ 52,500 | $ 52,500 | |||||||||
Debt instrument outstanding amount | $ 105,000 | $ 105,000 | |||||||||
Debt instrument, periodic payment terms, balloon payment to be paid | $ 52,500 | ||||||||||
Armada Capital Partners LLC [Member] | Convertible Promissory Note [Member] | |||||||||||
Debt instrument interest rate | 15.00% | ||||||||||
Securities Purchase Agreement [Member] | First Fire Global Opportunities Fund, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||
Debt instrument face amount | $ 225,000 | ||||||||||
Debt instrument issue and discount | $ 25,000 | ||||||||||
Debt instrument interest rate | 8.00% | ||||||||||
Securities Purchase Agreement [Member] | Armada Capital Partners LLC [Member] | Convertible Promissory Note [Member] | |||||||||||
Debt instrument face amount | $ 141,999 | ||||||||||
Note Subscription Agreement [Member] | Subsequent Event [Member] | Investors [Member] | |||||||||||
Proceeds from issuance of private placement | $ 2,265,000 | ||||||||||
Note Subscription Agreement [Member] | Subsequent Event [Member] | Investors [Member] | PrivatePlacements [Member] | |||||||||||
Debt instrument face amount | $ 25,000 | ||||||||||
Debt instrument interest rate | 8.00% | ||||||||||
Sale of stock, number of shares issued in transaction | 83,333 | ||||||||||
Payment of fee | $ 187,450 | ||||||||||
Working capital | $ 2,077,550 | ||||||||||
Stock issuance, shares | 90 | ||||||||||
Note Subscription Agreement [Member] | Subsequent Event [Member] | Investors [Member] | PrivatePlacements [Member] | Warrant [Member] | |||||||||||
Stock issuance, shares | 649,045 | ||||||||||
Note Subscription Agreement [Member] | Boustead Securities, LLC [Member] | Subsequent Event [Member] | Investors [Member] | PrivatePlacements [Member] | |||||||||||
Sale of stock, number of shares issued in transaction | 649,045 | ||||||||||
Equity Subscription Agreements [Member] | Subsequent Event [Member] | Investors [Member] | PrivatePlacements [Member] | |||||||||||
Sale of stock, number of shares issued in transaction | 0.5 | ||||||||||
Proceeds from issuance of private placement | $ 1,047,500 | ||||||||||
Payment of fee | 100,763 | ||||||||||
Working capital | $ 946,737 | ||||||||||
Stock issuance, shares | 6,983,333 | ||||||||||
Stock issued price per share | $ 0.15 | ||||||||||
Common stock exercise price per share | $ 0.225 | ||||||||||
Equity Subscription Agreements [Member] | Subsequent Event [Member] | Investors [Member] | PrivatePlacements [Member] | Maximum [Member] | |||||||||||
Stock Issued During Period, Value, New Issues | $ 2,000,000 | ||||||||||
Equity Subscription Agreements [Member] | Subsequent Event [Member] | Investors [Member] | PrivatePlacements [Member] | Warrant [Member] | |||||||||||
Stock issuance, shares | 314,249 | ||||||||||
Equity Subscription Agreements [Member] | Boustead Securities, LLC [Member] | Subsequent Event [Member] | Investors [Member] | PrivatePlacements [Member] | |||||||||||
Sale of stock, number of shares issued in transaction | 314,249 |