Convertible Note Payable (Details) - USD ($) |
1 Months Ended | 9 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|
Sep. 06, 2022 |
Apr. 20, 2022 |
Oct. 15, 2021 |
Oct. 18, 2021 |
Sep. 30, 2022 |
Jul. 26, 2022 |
Jun. 23, 2022 |
Dec. 31, 2021 |
Sep. 30, 2021 |
|
| Convertible Note Payable (Details) [Line Items] | |||||||||
| Securities purchase agreement description | In connection with the SPA, on October 18, 2021, the Company issued 668,151 shares of its common stock to the placement agent as fee for the capital raise. The 668,151 shares of common stock issued were recorded as a debt discount of $14,064 based on the relative fair value method to be amortized over the life of the Note. The 16,500,000 Initial Warrants were valued at $347,142 using the relative fair value method and recorded as a debt discount to be amortized over the life of the note. The original issue discounts of $75,000, placement fees of $60,000, and legal fees of $10,000, aggregating $145,000, was recorded as a debt discount to be amortized into interest expense over the twelve-month term of the note. | ||||||||
| Conversion price, per share (in Dollars per share) | $ 0.0125 | $ 0.011 | |||||||
| Future financings percentage | 30.00% | ||||||||
| Initial conversion price (in Dollars per share) | $ 0.025 | ||||||||
| Initial warrants | $ 347,142 | ||||||||
| Common shares issued value | 14,064 | ||||||||
| Beneficial conversion feature | 318,794 | ||||||||
| Aggregate non-cash debt discount | $ 680,000 | ||||||||
| Exchange agreement description | On April 20, 2022, the Company and the Investor entered into an Exchange Agreement (the “Exchange Agreement”). The original SPA remains in effect. Per the terms of the Exchange Agreement, the Parties agreed to exchange (i) the Initial Note for a new Convertible Promissory Note (the “New Note”) and (ii) the Initial Warrant for a new five-year warrant to purchase, in the aggregate, 33,000,000 shares of the Company’s common stock at an exercise price of $0.025 per share (the “New Warrant” and together with the New Note, the “New Securities”), according to the terms and conditions of the Exchange Agreement. On April 20, 2022, pursuant to the terms of the Exchange Agreement, the Investor surrendered the Prior Securities in exchange for the New Securities. Other than the surrender of the Prior Securities, no consideration of any kind whatsoever was given by the Investor to the Company in connection with the Exchange Agreement. The terms of the New Securities are the same as the Prior Securities except for the pricing of the shares issuable under the New Note and the shares issuable upon exercise of the New Warrant. The New Securities are composed of the New Note, which is a 10% Original Issue Discount Senior Convertible Promissory Note in the principal amount of $825,000, and the New Warrant. | ||||||||
| Maturity date | Oct. 15, 2022 | ||||||||
| Interest rate per annum | 4.00% | ||||||||
| Conversion price per share (in Dollars per share) | $ 0.00875 | ||||||||
| Deemed dividend | $ 733 | ||||||||
| Convertible notes payable | $ 852,812 | $ 0 | |||||||
| accrued interest payable | 31,734 | $ 7,052 | |||||||
| Mercer Convertible Debt [Member] | |||||||||
| Convertible Note Payable (Details) [Line Items] | |||||||||
| Securities purchase agreement description | On October 15, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with Mercer Street Global Opportunity Fund, LLC (the “Investor”), pursuant to which the Company issued and sold to Investor a 10% Original Issue Discount Senior Convertible Promissory Note in the principal amount of $825,000 (the “Initial Note”) and five-year warrants to purchase up to 16,500,000 shares of the Company’s common stock at an exercise price of $0.05 per share, an amount equal to 50% of the conversion shares to be issued (the “Initial Warrants”). The Company received net proceeds of $680,000, which is net of original issue discounts of $75,000, placement fees of $60,000, and legal fees of $10,000. | ||||||||
| Additional purchase | $ 825,000 | ||||||||
| Original issue discount rate | 10.00% | ||||||||
| Exercise price per share (in Dollars per share) | $ 0.05 | ||||||||
| Conversion shares to be issued | 50.00% | ||||||||
| Interest rate bears | 4.00% | ||||||||
| Conversion price, per share (in Dollars per share) | $ 0.025 | ||||||||
| Average closing price per share (in Dollars per share) | $ 0.0175 | ||||||||
| Principal amount percentage | 110.00% | ||||||||
| Principal amount plus accrued interest | 120.00% | ||||||||
| Excess outstanding shares percentage | 4.99% | ||||||||
| Limitation exceeds | 9.99% | ||||||||
| Convertible note payables, description | Upon the occurrence of an event of default under the Notes, the Investor has the right to be prepaid at 125% of the outstanding principal balance and accrued interest, and interest accrues at 18% per annum. Events of default included, among other things, (i)any default in the payment of (A) principal and interest payment under this Note or any other Indebtedness, or (B) Late Fees, liquidated damages and other amounts owing to the Holder of this Note, as and when the same shall become due and payable (whether on a Conversion Date, or the Maturity Date, or by acceleration or otherwise), which default, solely in the case of a default under clause (B) above, is not cured within five Trading Days; (ii)the Company or any Subsidiary shall be subject to a Bankruptcy Event; (iii)the SEC suspends the Common Stock from trading or the Company’s Common Stock is not listed or quoted for trading on a Trading Market which failure is not cured, if possible to cure, within the earlier to occur of 10 Trading Days after notice of such failure is sent by the Holder or by any other Holder to the Company or the transfer of shares of Common Stock through the Depository Trust Company System is no longer available or is subject to a “chill” by the Depository Trust Company or any successor; (iv)the Company shall be a party to any Change of Control Transaction or shall agree to sell or dispose of all or in excess of 50% of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control Transaction); (v)the Company incurs any Indebtedness other than Permitted Indebtedness; (vi)the Company restates any financial statements included in its reports or registration statements filed pursuant to the Securities Act or the Exchange Act for any date or period from two years prior to the Original Issue Date of this Note and until this Note is or the Warrants issued to the Holder are no longer outstanding, if following first public announcement or disclosure that a restatement will occur the VWAP on the next Trading Day is 20% less than the VWAP on the prior Trading Day. For the purposes of this clause the next Trading Day if an announcement is made before 4:00 pm New York, NY time is either the day of the announcement or the following Trading Day. The Company filed a Report on Form 8-K announcing the restatement of its financial statements for the year ended December 31, 2020. Following the first public announcement or disclosure that a restatement occurred, the VWAP on the next Trading Day was not 20% less than the VWAP on the prior Trading Day and accordingly, the default provisions were not triggered. | ||||||||
| Beneficial conversion feature | $ 354,215 | ||||||||
| New warrant purchase description | On April 20, 2022, the Company agreed to reduce the conversion price from $0.025 per share to $0.0125 per share, and to cancel the Initial Warrant to purchase 16,500,000 shares of common exercisable at $0.05 per shares, and to issue a New Warrant to purchase 33,000,000 shares exercisable at $0.025 per share. All other terms of the convertible note and warrants remain unchanged, and therefore did not change the cash flows of the note. The New Warrants did not contain any features requiring liability treatment and therefore were classified as equity. | ||||||||
| unamortized initial debt discount | 395,313 | ||||||||
| Beneficial conversion feature | 160,993 | ||||||||
| Net loss on debt extinguishment | 234,320 | ||||||||
| New warrants | $ 325,785 | ||||||||
| Initial conversion price (in Dollars per share) | $ 0.0125 | ||||||||
| New warrants | $ 325,785 | ||||||||
| Non-cash debt discount | $ 680,000 | ||||||||
| Conversion price description | As a result, the conversion price of the New April 2022 Note was reduced to $0.011 per share and the exercise price of the New April 2022 Warrant was lowered to $0.011. As a result of the June 23, 2022 down-round provisions, the Company calculated the difference between the warrants fair value on June 23, 2022, the date the down-round feature was triggered using the then current exercise price of $0.025 and the new exercise price of $0.011. On June 23, 2022, the Company recorded a deemed dividend of $3,702 which represents the fair value transferred to the warrant holders from the down round feature being triggered. No additional beneficial conversion feature amount was recorded based on the June 23, 2022 valuation as the ratcheted beneficial conversion feature value was lower than the original amount. Additionally, on September 6, 2022, the Company issued common stock equivalents with an initial conversion price of $0.009 per share and accordingly, the conversion price and warrant down-round provisions were triggered. As a result, the conversion price of the New April 2022 Note was reduced to $0.009 per share and the exercise price of the New April 2022 Warrant was lowered to $0.009. As a result of the September 6, 2022 down-round provisions, the Company calculated the difference between the warrants fair value on September 6, 2022, the date the down-round feature was triggered using the then current exercise price of $0.011 and the new exercise price of $0.009. |