Annual report pursuant to Section 13 and 15(d)

Convertible Note Payable (Details)

v3.22.1
Convertible Note Payable (Details) - USD ($)
1 Months Ended 12 Months Ended
Oct. 15, 2021
Jan. 07, 2021
Dec. 09, 2019
Sep. 06, 2019
Oct. 18, 2021
Apr. 30, 2020
Apr. 23, 2020
Mar. 31, 2020
Mar. 30, 2020
Dec. 31, 2021
Dec. 31, 2020
Convertible Note Payable (Details) [Line Items]                      
Convertible notes     $ 430,000 $ 430,000             $ 551,100
Net proceed received     382,250 382,250              
Net proceeds value     45,000 45,000              
Origination fees     $ 2,750 $ 2,750              
Notes bore interest, percentage     12.00% 12.00%              
Securities purchase agreement description             On April 23, 2020, the Company closed on a Securities Purchase Agreement (the “April 2020 SPA”) with an accredited investor. Pursuant to the terms of the April 2020 SPA, the Company issued and sold to this investor a convertible promissory note in the aggregate principal amount of $57,750 and a warrant to purchase up to 144,375 shares of the Company’s common stock. The Company received net proceeds of $50,000, net of original issue discount of $5,000 and origination fees of $2,750. The Note bore interest at 12% per annum and was due and payable on January 23, 2021. The April 23, 2020 Note was repaid in full on August 24, 2020 and the 144,375 warrants were cancelled.    On March 30, 2020, the Company closed on a Securities Purchase Agreement (the “March 2020 SPA”) with an accredited investor. Pursuant to the terms of the March 2020 SPA, the Company issued and sold to this investor a convertible promissory note in the aggregate principal amount of $57,750 and a warrant to purchase up to 144,375 shares of the Company’s common stock. The Company received net proceeds of $50,000, net of original issue discount of $5,000 and origination fees of $2,750. The Note bore interest at 12% per annum and was due and payable on December 30, 2020. The March 30, 2020 Note was repaid in full on August 24, 2020 and the 144,375 warrants were cancelled.     
Convertible Note Payable description                   (i) the lowest Trading Price (as defined below) during the previous twenty-five Trading Day period ending on the latest complete Trading Day prior to the date of this Note, and (ii) the Variable Conversion Price (as defined below) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company). The “Variable Conversion Price” meant 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%).  
Aggregate shares of common stock (in Shares)                   1,050,000  
Exercise price (in Dollars per share)                   $ 0.01  
Common stock shares issued (in Shares)   1,008,000                  
Cashless exercise warrants (in Shares)   1,050,000                  
Derivative gain                     69,793
Derivative expense                     $ 90,623
Fair value of warrants           $ 14,498   $ 14,498      
Shares of common stock (in Shares)                     37,171,800
Conversion principal                     $ 152,285
Warrants description                     Additionally, the Company repaid principal of $393,215 and accrued interest of $15,917. Upon conversion, exercise or repayment, the respective derivative liabilities were marked to fair value at the conversion, repayment or exercise date and then the related fair value amount of $1,066,535 was reclassified to other income as part of gain or loss on extinguishment. Additionally, in 2020, upon repayment, the Company and Investor agreed to cancel 288,750 warrants and agreed to modify the exercise price of the remaining warrants to $0.01 per share (see Note 10 - warrants). Since the fair value of the warrants using the new exercise price was less than the initial fair value amount, no additional expense was recorded (see Note 10 – warrants).
Amortization of debt discount of debt discount                   $ 171,875 $ 424,001
Limitation exceeds                   9.99%  
Beneficial conversion feature                   $ 318,794  
Convertible note payable                   171,875
Accrued interest payable                   25,863  
Common Stock [Member]                      
Convertible Note Payable (Details) [Line Items]                      
Warrant to purchase shares of common stock (in Shares)     1,050,000 1,050,000              
Beneficial conversion feature                    
Convertible Promissory Notes [Member]                      
Convertible Note Payable (Details) [Line Items]                      
Net proceeds value             $ 85,502        
Conversion option derivatives             245,918        
Derivative expense             $ 160,416        
Accrued interest                     36,244
Fees                     2,500
Convertible Debt [Member]                      
Convertible Note Payable (Details) [Line Items]                      
Convertible notes                     0
Amortization of debt discount of debt discount                     $ 409,668
2021 [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.        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, have been recorded as a debt discount to be amortized into interest expense over the twelve-month term of the note.            
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%  
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 has also granted the Investor a 12-month (or until the Notes are no longer outstanding) right to participate in specified future financings, up to a level of 30%.   
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  
Convertible note payable                   171,875  
Accrued interest payable                   $ 7,052