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Restatement | 9 Months Ended
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Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract] |
RESTATEMENT | NOTE 2 – RESTATEMENT Due to a communication issue, the Company filed the Original 10-Q for the three and nine months ended September 30, 2021 prior to the completion of the required pre-issuance review by its independent accountant. Accordingly, the Company is restating herein its previously issued condensed consolidated financial statements and the related disclosures for the three and nine months ended September 30, 2021 (the “Restated Period”) following the completion of a pre-issuance review by its independent accountant. The financial statement misstatements reflected in previously issued condensed consolidated interim financial statements have been changed as follows: Accounts payable and accrued expenses increased by $12,200 with a corresponding decrease in Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of commons shares in exchange for Series Y and Series Z preferred shares and cash. Debt discount recognized upon the issuance of 250 Series Z shares to the Chief Executive Officer increased by $479,951 with a corresponding increase in Additional paid-in capital. Amortization of debt discount to Interest expense was increased by $479,951 with a corresponding reduction of Debt discount on non-convertible notes payable. Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of commons shares in exchange for Series Y and Series Z preferred shares and cash was decreased by $5,898,848 with a corresponding increase in Additional paid-in capital. For Non-convertible notes payable, $493 was reclassified from long-term to current liabilities. The statement of cashflows for the nine months ended September 30, 2021 was revised to reflect non-cash transactions including: (i) expenses paid directly by creditors on behalf of the Company; (ii) a settlement paid directly by the Chief Executive Officer on behalf of the Company; and (iii) a settlement payment made directly by the Chief Executive Officer on behalf of the Company. Accordingly, the following notes to the financial statements have been restated to reflect the corrections of misstatements discussed above as well as to add disclosure language as appropriate: Note 3 – Going Concern and Management’s Liquidity Plans Note 4 – Summary of Significant Accounting Policies Note 6 – Advances, Non-Convertible Notes Payable and PPP Note Payable Note 7 – Accounts Payable and Accrued Expenses Note 9 – Commitments and Contingencies Note 12 – Stockholders’ Deficit Note 13 - Warrants Note 15 – Related Party Transactions Note 16 – Subsequent Events Comparison of restated financial statements to financial statements as previously reported The following tables compare the Company’s previously issued condensed Consolidated Balance Sheets, condensed Consolidated Statements of Operations, and condensed Consolidated Statements of Cashflows as of and for the fiscal periods ended September 30, 2021 to the corresponding restated condensed consolidated interim financial statements for those respective periods. Restated condensed consolidated balance sheet as of September 30, 2021 and statements of operations and statements of cashflows for the fiscal periods ended September 30, 2021 are as follows:
|  | September 30, |  |  | Restatement |  |  | September 30, |
|  | 2021 |  |  | Adjustment |  |  | 2021 |
|  | (As Reported) |  |  |  |  |  | (As Restated) |
ASSETS |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |
Cash |  | $ | 1,082 |  |  | $ | - |  |  | $ | 1,082 |
Prepaid expenses |  |  | - |  |  |  | - |  |  |  | - |
Total current assets |  |  | 1,082 |  |  |  | - |  |  |  | 1,082 |
Total assets |  | $ | 1,082 |  |  | $ | - |  |  | $ | 1,082 |
LIABILITIES AND STOCKHOLDERS' DEFICIT |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 4,218,421 |  |  | $ | 24,400 |  |  | $ | 4,242,821 |
Accrued payroll and related expenses |  |  | 4,037,298 |  |  |  | - |  |  |  | 4,037,298 |
Deferred revenue |  |  | 25,000 |  |  |  | - |  |  |  | 25,000 |
Advances |  |  | 122,000 |  |  |  | - |  |  |  | 122,000 |
Non-convertible notes payable, current portion, net of debt discount of $15,862 and $0, respectively |  |  | 1,759,589 |  |  |  | 493 |  |  |  | 1,760,082 |
Derivative liabilities |  |  | 4,289,634 |  |  |  | - |  |  |  | 4,289,634 |
Convertible notes payable |  |  | 3,063,970 |  |  |  | - |  |  |  | 3,063,970 |
Total current liabilities |  |  | 17,515,912 |  |  |  | 24,893 |  |  |  | 17,540,805 |
Non-convertible notes payable, net of debt discount of $1,636 and $0, respectively |  |  | 128,857 |  |  |  | (493 | ) |  |  | 128,364 |
PPP note payable |  |  | - |  |  |  | - |  |  |  | - |
Total liabilities |  |  | 17,644,769 |  |  |  | 24,400 |  |  |  | 17,669,169 |
Commitments and contingencies (See Note 9) |  |  |  |  |  |  |  |  |  |  |  |
Stockholders' deficit: |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock - 10,000,000 shares authorized: |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock - Series X, $0.0001 par value, $20,000 stated value, 100 shares authorized; 26.05 and 16.05 shares issued and outstanding, respectively |  |  | - |  |  |  | - |  |  |  | - |
Preferred stock - Series Y, $0.001 par value, $20,000 stated value, 1,000 shares authorized; 720.515674 and 654.781794 shares issued; 720.515674 and 626.995464 shares outstanding, and 0 and 27.78633 to be issued, respectively |  |  | 1 |  |  |  | - |  |  |  | 1 |
Preferred stock - Series Z, $0.001 par value, $20,000 stated value, 500 shares authorized; 500 and 0 shares issued; 0 and 0 shares outstanding, and 500 and 0 to be issued, respectively |  |  | 1 |  |  |  | - |  |  |  | 1 |
Preferred stock - Series C, $0.001 par value, 1,000 shares authorized; 1,000 shares issued and outstanding |  |  | 1 |  |  |  | - |  |  |  | 1 |
Preferred stock - Series A, $0.001 par value, 6,000 shares authorized; 0 shares issued and outstanding |  |  | - |  |  |  | - |  |  |  | - |
Preferred stock - Series B, $0.001 par value, 2,000 shares authorized; 0 shares issued and outstanding |  |  | - |  |  |  | - |  |  |  | - |
Common stock, $0.001par value, 1,200,000,000 shares authorized; 499,871,337 and 493,726,405 shares issued and outstanding, respectively |  |  | 499,871 |  |  |  | - |  |  |  | 499,871 |
Common stock to be issued, 906,373,564 and 907,379,814 shares, respectively |  |  | 906,374 |  |  |  | - |  |  |  | 906,374 |
Additional paid in capital |  |  | 299,667,352 |  |  |  | 6,378,799 |  |  |  | 306,046,151 |
Discount on preferred stock |  |  | - |  |  |  | - |  |  |  | - |
Accumulated deficit |  |  | (318,717,287 | ) |  |  | (6,403,199 | ) |  |  | (325,120,486 | )
Total stockholders' deficit |  |  | (17,643,687 | ) |  |  | (24,400 | ) |  |  | (17,668,087 | )
Total liabilities and stockholders' deficit |  | $ | 1,082 |  |  | $ | - |  |  | $ | 1,082 |
|  | Three Months Ended September 30, 2021 |  |  | Restatement Adjustment |  |  | Three Months Ended September 30, 2021 |
|  | (As Reported) |  |  |  |  |  | (As Restated) |
Revenues |  | $ | 54 |  |  | $ | - |  |  | $ | 54 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenues |  |  | - |  |  |  | - |  |  |  | - |
Advertising |  |  | (4,578 | ) |  |  | - |  |  |  | (4,578 | )
Payroll and related expense |  |  | 66,693 |  |  |  | - |  |  |  | 66,693 |
Other general and administrative expenses |  |  | 333,197 |  |  |  | - |  |  |  | 333,197 |
Total Operating Expenses |  |  | 395,312 |  |  |  | - |  |  |  | 395,312 |
Loss From Operations |  |  | (395,258 | ) |  |  | - |  |  |  | (395,258 | )
Other Income (Expense): |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (699,254 | ) |  |  | (479,951 | ) |  |  | (1,179,205 | )
Change in derivative liability for authorized shares shortfall |  |  | 2,641,481 |  |  |  | - |  |  |  | 2,641,481 |
Change in fair value of derivative liabilities |  |  | - |  |  |  | - |  |  |  | - |
Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash |  |  | 4,332,489 |  |  |  | (5,923,248 | ) |  |  | (1,590,759 | )
Gain on forgiveness of debt |  |  | - |  |  |  | - |  |  |  | - |
Gain (loss) on conversion of convertible notes |  |  | - |  |  |  | - |  |  |  | - |
Total Other Income (Expense) |  |  | 6,274,716 |  |  |  | (6,403,199 | ) |  |  | (128,483 | )
Net Income (Loss) Before Income Taxes |  |  | 5,879,458 |  |  |  | (6,403,199 | ) |  |  | (523,741 | )
Provision for Income Taxes (Benefit) |  |  | - |  |  |  | - |  |  |  | - |
Net Income (Loss) |  |  | 5,879,458 |  |  |  | (6,403,199 | ) |  |  | (523,741 | )
Deemed dividend resulting from amortization of preferred stock discount |  |  | - |  |  |  | - |  |  |  | - |
Deemed dividend from warrant price protection |  |  | - |  |  |  | - |  |  |  | - |
Net Income (Loss) Available to Common Stockholders |  | $ | 5,879,458 |  |  | $ | (6,403,199 | ) |  | $ | (523,741 | )
Net Income (Loss) Per Common Share: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | - |  |  | $ | - |  |  | $ | - |
Diluted |  | $ | - |  |  | $ | - |  |  | $ | - |
Weighted Average Common Shares Outstanding: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 1,406,244,901 |  |  |  | - |  |  |  | 1,406,244,901 |
Diluted |  |  | 1,406,244,901 |  |  |  | - |  |  |  | 1,406,244,901 |
|  | Nine Months Ended September 30, 2021 |  |  | Restatement Adjustment |  |  | Nine Months Ended September 30, 2021 |
|  | (As Reported) |  |  |  |  |  | (As Restated) |
Revenues |  | $ | 1,660 |  |  | $ | - |  |  | $ | 1,660 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenues |  |  | 297 |  |  |  | - |  |  |  | 297 |
Advertising |  |  | 18,125 |  |  |  | - |  |  |  | 18,125 |
Payroll and related expense |  |  | 225,603 |  |  |  | - |  |  |  | 225,603 |
Other general and administrative expenses |  |  | 953,927 |  |  |  | - |  |  |  | 953,927 |
Total Operating Expenses |  |  | 1,197,952 |  |  |  | - |  |  |  | 1,197,952 |
Loss From Operations |  |  | (1,196,292 | ) |  |  | - |  |  |  | (1,196,292 | )
Other Income (Expense): |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (1,667,413 | ) |  |  | (492,151 | ) |  |  | (2,159,564 | )
Change in derivative liability for authorized shares shortfall |  |  | (159,633,797 | ) |  |  | - |  |  |  | (159,633,797 | )
Change in fair value of derivative liabilities |  |  | 300,885 |  |  |  | - |  |  |  | 300,885 |
Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash |  |  | 179,272,324 |  |  |  | (5,911,048 | ) |  |  | 173,361,276 |
Gain on forgiveness of debt |  |  | 192,521 |  |  |  | - |  |  |  | 192,521 |
Gain (loss) on conversion of convertible notes |  |  | (880 | ) |  |  | - |  |  |  | (880 | )
Total Other Income (Expense) |  |  | 18,463,640 |  |  |  | (6,403,199 | ) |  |  | 12,060,441 |
Net Income (Loss) Before Income Taxes |  |  | 17,267,348 |  |  |  | (6,403,199 | ) |  |  | 10,864,149 |
Provision for Income Taxes (Benefit) |  |  | - |  |  |  | - |  |  |  | - |
Net Income (Loss) |  |  | 17,267,348 |  |  |  | (6,403,199 | ) |  |  | 10,864,149 |
Deemed dividend resulting from amortization of preferred stock discount |  |  | (34,798,923 | ) |  |  | - |  |  |  | (34,798,923 | )
Deemed dividend from warrant price protection |  |  | - |  |  |  | - |  |  |  | - |
Net Income (Loss) Available to Common Stockholders |  | $ | (17,531,575 | ) |  | $ | (6,403,199 | ) |  | $ | (23,934,774 | )
Net Income (Loss) Per Common Share: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.01 | ) |  | $ | (0.01 | ) |  | $ | (0.02 | )
Diluted |  | $ | (0.01 | ) |  | $ | (0.01 | ) |  | $ | (0.02 | )
Weighted Average Common Shares Outstanding: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 1,405,511,082 |  |  |  | - |  |  |  | 1,405,511,082 |
Diluted |  |  | 1,405,511,082 |  |  |  | - |  |  |  | 1,405,511,082 |
|  | Nine Months Ended September 30, 2021 |  |  | Restatement Adjustment |  |  | Nine Months Ended September 30, 2021 |
|  | (As Reported) |  |  |  |  |  | (As Restated) |
Cash flows from operating activities: |  |  |  |  |  |  |  |  |
Net income (loss) |  | $ | 17,267,348 |  |  | $ | (6,403,199 | ) |  | $ | 10,864,149 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of derivative liabilities |  |  | (300,885 | ) |  |  | - |  |  |  | (300,885 | )
Change in derivative liability for authorized shares shortfall |  |  | 159,633,797 |  |  |  | - |  |  |  | 159,633,797 |
Interest and amortization of debt discount |  |  | 1,665,813 |  |  |  | 492,151 |  |  |  | 2,157,964 |
(Gain) loss on conversion of convertible notes payable |  |  | 880 |  |  |  | - |  |  |  | 880 |
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash |  |  | (179,272,324 | ) |  |  | 5,911,048 |  |  |  | (173,361,276 | )
Gain on forgiveness of debt |  |  | (192,521 | ) |  |  | - |  |  |  | (192,521 | )
Share-based compensation |  |  | 166,855 |  |  |  | - |  |  |  | 166,855 |
Expenses paid directly by non-convertible note holder on behalf of company |  |  | - |  |  |  | 158,371 |  |  |  | 158,371 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Prepaid expenses |  |  | 97,132 |  |  |  | - |  |  |  | 97,132 |
Accounts payable and accrued expenses |  |  | 187,022 |  |  |  | - |  |  |  | 187,022 |
Accrued payroll and related expenses |  |  | 173,243 |  |  |  | - |  |  |  | 173,243 |
Deferred revenue |  |  | 25,000 |  |  |  | - |  |  |  | 25,000 |
Net cash used in operating activities |  |  | (548,640 | ) |  |  | 158,371 |  |  |  | (390,269 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |  |  |  |
Bank overdrafts |  |  | - |  |  |  | - |  |  |  | - |
Proceeds from sale of Series X preferred shares |  |  | 200,000 |  |  |  | - |  |  |  | 200,000 |
Proceeds from issuance of convertible notes payable |  |  | - |  |  |  | - |  |  |  | - |
Proceeds from issuance of non-convertible notes payable |  |  | 1,515,424 |  |  |  | (1,158,371 | ) |  |  | 357,053 |
Repayment of non-convertible notes payable |  |  | (25,000 | ) |  |  | 25,000 |  |  |  | - |
Proceeds from advances |  |  | 53,991 |  |  |  | (25,000 | ) |  |  | 28,991 |
Repayments of advances |  |  | (20,178 | ) |  |  | - |  |  |  | (20,178 | )
Cash paid in settlement of debt and warrants |  |  | (1,176,000 | ) |  |  | 1,000,000 |  |  |  | (176,000 | )
Net cash provided by financing activities |  |  | 548,237 |  |  |  | (158,371 | ) |  |  | 389,866 |
Net decrease in cash |  |  | (403 | ) |  |  | - |  |  |  | (403 | )
Cash, beginning of period |  |  | 1,485 |  |  |  | - |  |  |  | 1,485 |
Cash, end of period |  | $ | 1,082 |  |  | $ | - |  |  | $ | 1,082 |
Supplemental disclosures of cash flow information: |  |  |  |  |  |  |  |  |  |  |  |
Cash paid during period for interest |  | $ | 1,600 |  |  | $ | - |  |  | $ | 1,600 |
Cash paid during period for taxes |  | $ | - |  |  | $ | - |  |  | $ | - |
Supplemental disclosure of non-cash investing and financing activities: |  |  |  |  |  |  |  |  |  |  |  |
Amortization of discount on preferred stock |  | $ | 34,798,923 |  |  | $ | - |  |  | $ | 34,798,923 |
Common shares issued upon conversion of convertible notes and accrued interest |  | $ | 133,002 |  |  | $ | - |  |  | $ | 133,002 |
Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants |  | $ | 1,314,678 |  |  | $ | - |  |  | $ | 1,314,678 |
Issuance of common shares previously to be issued |  | $ | 1,006 |  |  | $ | - |  |  | $ | 1,006 |
Common shares contributed back to the Company and promptly retired |  | $ | - |  |  | $ | - |  |  | $ | - |
Deemed dividend related to warrant price protection |  | $ | - |  |  | $ | - |  |  | $ | - |
Derivative liability recognized as debt discount on newly issued convertible notes |  | $ | - |  |  | $ | - |  |  | $ | - |
Reclassify accrued interest to convertible notes payable |  | $ | 93,685 |  |  | $ | - |  |  | $ | 93,685 |
Reduction of derivative liabilities stemming from settlement of convertible notes payable, accrued interest and warrants in exchange for Series Y preferred shares |  | $ | 4,834,911 |  |  | $ | - |  |  | $ | 4,834,911 |
Reduction of derivative liabilities stemming from settlement of convertible notes payable and accrued interest and cancelation of common shares and warrants for cash |  | $ | 169,815,037 |  |  | $ | - |  |  | $ | 169,815,037 |
Series Z preferred shares issued as equity kicker for note payable |  | $ | 387,262 |  |  | $ | 479,951 |  |  | $ | 867,213 |
Series Z preferred shares issued as part of settlement agreement |  | $ | 632,020 |  |  | $ | 5,898,848 |  |  | $ | 6,530,868 |
Expenses paid directly by non-convertible note holder on behalf of company |  | $ | - |  |  | $ | 158,371 |  |  | $ | 158,371 |
Settlement paid directly by CEO on behalf of company |  | $ | - |  |  | $ | 1,000,000 |  |  | $ | 1,000,000 |
Settlement payment made directly by CEO on behalf of company |  | $ | - |  |  | $ | 25,000 |  |  | $ | 25,000 |

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