Convertible Note Payable (Details) - USD ($) |
1 Months Ended | 3 Months Ended | |||
|---|---|---|---|---|---|
Oct. 15, 2021 |
Oct. 18, 2021 |
Mar. 31, 2022 |
Dec. 31, 2021 |
Mar. 31, 2021 |
|
| Convertible Note Payable (Details) [Line Items] | |||||
| Limitation exceeds | 9.99% | ||||
| Convertible note payable | $ 378,125 | $ 171,875 | |||
| Accrued interest payable | 15,189 | $ 7,052 | |||
| 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. On October 18, 2021, 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. | |||
| 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 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. 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 Notes Payable [Member] | |||||
| Convertible Note Payable (Details) [Line Items] | |||||
| Convertible note payable | $ 206,250 | $ 0 |