Annual report pursuant to Section 13 and 15(d)

Shareholders' Deficit (Details)

v3.22.1
Shareholders' Deficit (Details) - USD ($)
1 Months Ended 2 Months Ended 9 Months Ended 12 Months Ended
May 01, 2022
Jan. 12, 2022
Dec. 08, 2021
Dec. 07, 2021
Oct. 15, 2021
Oct. 15, 2021
Oct. 01, 2021
Sep. 17, 2021
Jul. 22, 2021
Jul. 07, 2021
Jun. 03, 2021
May 01, 2021
Apr. 07, 2021
Mar. 08, 2021
Feb. 01, 2021
Jan. 18, 2021
Jan. 07, 2021
Jan. 06, 2021
Dec. 18, 2020
Oct. 09, 2020
Oct. 07, 2020
Oct. 06, 2020
Oct. 01, 2020
Jul. 02, 2020
Jul. 01, 2020
May 08, 2020
Apr. 17, 2020
Apr. 01, 2020
Jan. 13, 2020
Dec. 12, 2019
Dec. 12, 2019
Oct. 18, 2021
Aug. 25, 2021
Aug. 23, 2021
May 04, 2021
Apr. 28, 2021
Mar. 19, 2021
Feb. 24, 2021
Dec. 21, 2020
Aug. 24, 2020
Aug. 20, 2020
Mar. 31, 2020
Feb. 20, 2020
Feb. 18, 2020
Apr. 28, 2021
Sep. 30, 2020
Sep. 30, 2020
Dec. 31, 2021
Dec. 31, 2020
Jan. 06, 2022
Apr. 28, 2020
Oct. 16, 2019
Shareholders' Deficit (Details) [Line Items]
Preferred stock price per share (in Dollars per share) $ 0.1 $ 0.1
Amortized discount $ 171,875 $ 424,001
Accrued dividend payable 16,641 2,476
Cash proceeds from investor 100,000
Interest expense $ 282,959 $ 751,184
Agreement description the Company entered into subscription agreements with an accredited investor whereby the investor agreed to purchase an aggregate of purchase 7,000 shares of the Company’s Series C Convertible Preferred Stock for $700,000, or $100.00 per share (the “Stated Value”), which were used from working capital purposes.
Share issued (in Shares) 6,000,000 668,151
Common shares converted (in Shares) 203,125
Common shares per share (in Dollars per share) $ 0.0346 $ 0.0248 $ 0.012 $ 0.0085 $ 0.008 $ 0.011 $ 0.04 $ 0.04 $ 0.04 $ 0.054
Gross proceeds $ 280,000 $ 161,000
Investor purchase (in Shares) 21,538,462 7,000,000
Common shares per share (in Dollars per share) $ 0.031 $ 0.013 $ 0.023 $ 0.001 $ 0.001 $ 0.04
Purchased shares (in Shares) 1,851,852
Restricted common shares (in Shares) 1,000,000 500,000 9,000,000 1,275,000 25,000 200,000 500,000
Value of restricted stock common shares $ 207,600 $ 30,600 $ 6,000 $ 76,500 $ 10,200 $ 275 $ 8,000 $ 20,000
Stock-based professional fees $ 43,250 $ 10,200
Consulting fees 5,000 15,000
Stock-based professional fees 103,800 38,250
Research and development expense 275
Stock-based professional fees $ 72,500 $ 6,000 1,031,540 546,979
Prepaid expenses $ 103,800
Vesting period 6 months
Common stock, description On April 7, 2021, the Company issued 2,500,000 shares of its common stock for investor relations services to be rendered. These shares were valued at $135,000, or $0.054 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. In connection with these shares, the Company recorded stock-based professional fees of $135,000.
Company issued (in Shares) 2,500,000 200,000 500,000
Common share value $ 72,500 $ 6,000 $ 19,000
Closing price per share (in Dollars per share) $ 0.029 $ 0.03 $ 0.038
Prepaid expenses $ 38,250
Accretion of stock-based professional fees 5,000
Aggregate common shares (in Shares) 6,750,000
Stock based compensation value $ 270,000
Vested date May 01, 2022 May 01, 2021
Equity vested rate 100.00%
Issued shares of common stock (in Shares) 120 1,008,000
Compensation expense related to stock options 0 609,662
Stock-based compensation expense on granted non-vested 267,530 446,064
Unrecognized compensation expense 49,320
Description of issuance of common stock the Company closed the Exchange Agreement and acquired 80% of the Mobile Member Units (see Note 3). The Mobile Member Units were exchanged for restricted shares of the Company’s common stock, in an amount equal to $800,000, divided by the average of the closing prices of the Company’s common stock during the 30-day period immediately prior to the closing as defined in the Exchange Agreement. In connection with the Exchange Agreement, the Company issued 28,021,016 shares of its common stock. These shares were valued at $694,921, or $0.0248 based on the quoted closing price of the Company’s common stock on the measurement date.
Shares of common stock upon conversion (in Shares) 151,456
Accounts payable $ 6,058
convertible debt description 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 (See Note 8).
Accrued interest $ 16,250
Common stock conversion shares (in Shares) 547,945
Accrued deferred compensation liability $ 8,000
Fair value of the award amount $ 12,603
Fair market value of per share (in Dollars per share) $ 0.023
Deferred compensation description Since the deferred compensation amount converted of $8,000 was lower than fair value of shares issued, the Company recorded additional stock-based compensation of $4,603.
Cashless exercise of warrants (in Shares) 1,050,000
Total unrecognized compensation expense related to unvested stock options $ 0 0
Warrant description On March 30, 2020 and on April 23, 2020, in connection with Purchase Agreements with an accredited investor (See Note 8), the Company issued warrants to purchase an aggregate amount up to 288,750 shares of the Company’s common stock (the “Warrants”). The Warrants were exercisable at any time on or after the date of the issuance and entitled this investor to purchase shares of the Company’s common stock for a period of five years from the initial date the warrants become exercisable. Under the terms of the Warrants, the holder was entitled to exercise the Warrants to purchase up to 288,750 shares of the Company’s common stock at an initial exercise price of $0.10, subject to adjustment as detailed in the Warrants. In connection with the issuance of the warrants, on the initial measurement date, the relative fair value of the warrants of $14,498 was recorded as a debt discount and an increase in paid-in capital (See Note 8). In September 2020, in connection with the repayment of the debt, these warrants were cancelled. During the year ended December 31, 2020, the Company issued common shares related to the sale of common stock and issued shares upon the conversion of convertible debt at prices lower than the warrant exercise price of $0.10 and accordingly, the warrant down-round provisions were triggered. As a result, the warrant exercise price was reduced to $0.003 per share. As a result of the trigger of down-round provisions, the Company calculated the difference between the warrants fair value on the date the down round feature was triggered using the current exercise price and the new exercise price. If applicable, additional expense shall be recorded as an increase in accumulated deficit and increase in paid-in capital and increased the net loss to common shareholders by the same amount. 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. In connection with the repayment of the debt, the Company and investor agreed upon a fixed warrant exercise price of $0.01 per share. On January 7, 2021, the Company issued 1,008,000 shares of its common stock in connection with the cashless exercise of 1,050,000 warrants. The exercise price was based on contractual terms of the related warrant. On October 15, 2021, in connection with a Securities Purchase Agreements with an accredited investor (See Note 8), the Company issued warrants to purchase an aggregate amount up to 16,500,000 shares of the Company’s common stock (the “Warrants”). The Warrants were exercisable at any time on or after the date of the issuance and entitled this investor to purchase shares of the Company’s common stock for a period of five years from the initial date the warrants become exercisable.
Warrant purchase, description the Company issued 1,008,000 shares of its common stock in connection with the cashless exercise of 1,050,000 warrants. The exercise price was based on contractual terms of the related warrant.
Aggregate amount $ 309,615 $ 16,500,000
Warrant exercise Price (in Dollars per share) $ 0.05
Fair value warrants amount $ 347,142
2018 Long-Term Incentive Plan [Member]
Shareholders' Deficit (Details) [Line Items]
Stock option, description The aggregate number of shares of common stock and number of shares of the Company’s common stock that may be subject to incentive stock options granted under the 2018 Plan is 50,000,000 shares, of which 11,445,698 shares have been issued or granted under incentive stock options and 29,451,070 shares of restricted stock have been issued as of December 31, 2021.
Aggregate shares of common stock (in Shares) 25,000,000
Description of options to acquire common stock The exercise price of options granted under our 2018 Plan must at least be equal to the fair market value of the Company’s common stock on the date of grant and the term of an option may not exceed ten years, except that with respect to an incentive stock option granted to any employee who owns more than 10% of the voting power of all classes of the Company’s outstanding stock as of the grant date the term must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date.
Minimum [Member]
Shareholders' Deficit (Details) [Line Items]
Preferred stock stated value (in Dollars per share) $ 0.024
MobileTintLLC[Member]
Shareholders' Deficit (Details) [Line Items]
Common shares per share (in Dollars per share) $ 0.025
Issued shares of common stock (in Shares) 976,500
Value of issued shares of common stock $ 24,413
Compensation expense related to stock options $ 24,413
Warrant [Member]
Shareholders' Deficit (Details) [Line Items]
Purchase of shares (in Shares) 16,500,000
Business Development [Member]
Shareholders' Deficit (Details) [Line Items]
Common shares per share (in Dollars per share) $ 0.066 $ 0.078 $ 0.1
Restricted common shares (in Shares) 100,000
Value of restricted stock common shares $ 49,500 $ 54,600 $ 10,000
Stock-based professional fees $ 10,000
Aggregate shares of common stock (in Shares) 750,000 700,000
Vesting period 2 months 12 days
Business Development [Member]
Shareholders' Deficit (Details) [Line Items]
Stock-based professional fees $ 49,500
Series A Preferred Stock [Member]
Shareholders' Deficit (Details) [Line Items]
Shares designated (in Shares) 800,000
Preferred stock price per share (in Dollars per share) $ 0.1
Preferred stock stated value (in Dollars per share) $ 1
Preferred Stock dividend Rate 4.00%
Preferred stock dividend increased 22.00%
Issuance date 180 years
Mandatory redemption date description On the earlier to occur of (i) the date which is eighteen months following the Issuance Date and (ii) the occurrence of an Event of Default (the “Mandatory Redemption Date”), the Company shall redeem all of the shares of Series A Preferred Stock of the Holders (which have not been previously redeemed or converted). Within five days of the Mandatory Redemption Date, the Company shall make payment to each Holder of an amount in cash equal to (i) the total number of Series A Preferred Stock held by such Holder multiplied by (ii) the Stated Value plus the Adjustment Amount.
Variable conversion price percentage 81.00%
Discount rate percentage 19.00%
Aggregate debt premium $ 42,553
Preferred stock, par value description Series A Preferred stock, par value $0.10 for $129,000, or $0.833 per share.
Aggregate shares purchase (in Shares) 154,800
Cash proceeds $ 120,000
Net fees 9,000
Amortized discount $ 9,000
Amortization of discount charged to interest expense $ 14,333
Accrued dividend payable $ 1,562 4,852
Redeemed remaining share (in Shares) 103,200
Cash proceeds from investor $ 117,047
Stated redemption value 103,200
Redemption penalties 12,285
Remaining premium balance 24,207
Gain on extinguishment $ 24,207
Preferred stock balance 0
Interest expense $ 126,423
convertible debt description The conversion price was based on contractual terms of the related Series A preferred shares. Upon conversion, the Company reclassified put premium of $49,543 to paid-in capital.
Description of options to acquire common stock The conversion price was based on contractual terms of the related Series A preferred shares. Upon conversion, the Company reclassified put premium of $49,543 to paid-in capital.
Series B Preferred Stock [Member]
Shareholders' Deficit (Details) [Line Items]
Shares designated (in Shares) 100,000 100,000
Preferred Stock dividend Rate 2.00%
Accrued dividend payable $ 14,165 $ 2,476
Preferred stock balance 738,611 429,446
Designations established share (in Shares) 100,000
Preferred Stock par value (in Shares) 0.1 0.1
Stated value $ 1,000
Stock option, description The Series B is convertible into common stock at the option of a holder or if the closing price of the common stock exceeds 400% of the Conversion Price for a period of twenty consecutive trading days, at the option of the Company. Conversion Price means a price per share of the common stock equal to 100% of the lowest daily volume weighted average price of the common stock during the two years preceding or subsequent two years following the Issuance Date, subject to adjustment as otherwise provided in the Certificate of Designations (the “Conversion Price”).
Accrued compensation $ 295,000 $ 108,000 $ 108,000 $ 318,970 $ 278,653
Agreed settlement shares (in Shares) 108 319
Stock-based compensation $ 1,048,143
Accrued compensation shares (in Shares) 295
Stock based compensation $ 3,778,810
Vested shares (in Shares) 158
Stated value $ 721,970 $ 426,970
Series C Preferred Stock [Member]
Shareholders' Deficit (Details) [Line Items]
Shares designated (in Shares) 100,000 100,000
Preferred stock stated value (in Dollars per share) $ 100 $ 100
Preferred Stock dividend Rate 2.00%
Aggregate shares purchase (in Shares) 6,300
Accrued dividend payable $ 1,509,523 $ 2,845,238 $ 39,012 $ 6,031
Preferred stock balance 1,907,012 1,336,031
Designations established share (in Shares) 100,000
Preferred Stock par value (in Shares) 0.1 630,000 630,000
Stated value $ 100 1,330,000
Stated value $ 12,000
Percentage of stated value 150.00%
Outstanding shares percent 4.99%
Non-cash deemed dividend 1,525,873
Purchase of shares (in Shares) 3,000 2,500
Share issued (in Shares) 1,500,000
Common shares converted (in Shares) 120
Stated value 1,868,000
Series C Preferred Stock [Member] | Maximum [Member]
Shareholders' Deficit (Details) [Line Items]
Stated value $ 300,000 $ 250,000
Series C Preferred Stock [Member] | Minimum [Member]
Shareholders' Deficit (Details) [Line Items]
Stated value $ 100 $ 100
Series C Preferred Stock [Member] | Preferred Stock Dividends [Member]
Shareholders' Deficit (Details) [Line Items]
Accrued dividend payable 32,981 $ 6,031
Forecast [Member] | Series B Preferred Stock [Member]
Shareholders' Deficit (Details) [Line Items]
Vested shares (in Shares) 564
Sales Manager [Member]
Shareholders' Deficit (Details) [Line Items]
Common shares per share (in Dollars per share) $ 0.078
Issued shares of common stock (in Shares) 200,000
Value of issued shares of common stock $ 15,600
Officer [Member]
Shareholders' Deficit (Details) [Line Items]
Common shares per share (in Dollars per share) $ 0.066
Restricted common shares (in Shares) 2,500,000
Value of restricted stock common shares $ 165,000
Investor [Member]
Shareholders' Deficit (Details) [Line Items]
Cash proceeds from investor $ 280,000
Purchase of shares (in Shares) 7,000,000
Common shares per share (in Dollars per share) $ 0.04
Shares Issued for Accounts Payable [Member]
Shareholders' Deficit (Details) [Line Items]
Common shares per share (in Dollars per share) $ 0.031
Company issued (in Shares) 3,801,224
Accounts payable $ 117,838
Issued for Debt Conversion [Member]
Shareholders' Deficit (Details) [Line Items]
Debt conversion, description the Company issued 37,171,800 shares of its common stock upon the conversion of convertible notes with bifurcated embedded conversion option derivatives including principal of $152,285, accrued interest of $36,244, and fees of $2,500. The conversion price was based on contractual terms of the related debt. The Company accounted for the partial conversion of these convertible notes pursuant to the guidance of ASC 470-20, Debt with Conversion and Other Options. Under ASC 470-20, during the year ended December 31, 2020, the Company recognized an aggregate loss on debt extinguishment upon conversion in the amount of $297,919 which is associated with the different between the fair market value of the shares issued upon conversion of $450,204 and the conversion price and is equal to the fair value of the additional shares of common stock transferred upon conversion.
Consulting Agreement [Member]
Shareholders' Deficit (Details) [Line Items]
Common shares per share (in Dollars per share) $ 0.013 $ 0.04
Restricted common shares (in Shares) 500,000 1,250,000
Value of restricted stock common shares $ 6,500 $ 50,000
Stock-based professional fees $ 50,000
Stock-based professional fees 6,729 $ 6,000
Prepaid expenses $ 12,271
Vesting period 8 months 1 day
Investor Relations Services [Member]
Shareholders' Deficit (Details) [Line Items]
Stock-based professional fees $ 38,250 $ 6,500
Vesting period 3 months
Advisory and Consulting Services [Member]
Shareholders' Deficit (Details) [Line Items]
Stock-based professional fees $ 51,350
Prepaid expenses $ 3,250
General Release Agreement [Member]
Shareholders' Deficit (Details) [Line Items]
Accrued compensation $ 40,625
Stock-based compensation $ 15,116
Common shares per share (in Dollars per share) $ 0.059
Issued shares of common stock (in Shares) 944,767
Value of issued shares of common stock $ 55,741