The Company’s consolidated financial statements for the years ended December 31, 2021 and 2020 are included herewith.
(The accompanying notes are an integral part of these consolidated financial statements)
(The accompanying notes are an integral part of these consolidated financial statements)
(The accompanying notes are an integral part of these consolidated financial statements)
(The accompanying notes are an integral part of these consolidated financial statements)
Notes to the Consolidated Financial Statements
Years Ended December 31, 2021 and 2020
(Expressed in U.S. dollars)
1. Organization and Description of Business
IGEN Networks Corp. (“IGEN”, the “Company”, “we”, “our”) was incorporated in the State of Nevada on November 14, 2006, under the name of Nurse Solutions Inc. On September 19, 2008, the Company changed its name to Sync2 Entertainment Corporation and traded under the symbol SYTO. On September 15, 2008, the Company became a reporting issuer in British Columbia, Canada. On May 26, 2009, the Company changed its name to IGEN Networks Corp. On March 25, 2015, the Company was listed on the Canadian Securities Exchange (CSE) under the trading symbol IGN and the Company became a reporting Venture Issuer in British Columbia and Ontario, Canada.
The Company’s principal business is the development and marketing of software services for the automotive industry. The Company works with wireless carriers, hardware suppliers and software developers to provide direct and secure access to information on the vehicle and the driver’s behavior. The software services are delivered from the AWS Cloud to the consumer and their families over the wireless networks and accessed from any mobile or desktop device. The software services are marketed to automotive dealers, financial institutions, and direct-to-consumer through various commercial and consumer brands.
Going Concern
The consolidated financial statements as of and for the year ended December 31, 2021 have been prepared assuming that the Company will continue as a going concern. The Company has experienced recurring losses from operations and has negative operating cash flows since inception, has a working capital deficit of $910,000 and an accumulated deficit of $19,076,522 as of December 31, 2021, and is dependent on its ability to raise capital from stockholders or other sources to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, the Company plans to achieve profitable operations through the increase in revenue base and successfully growing its operations organically or through acquisitions. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
2. Summary of Significant Accounting Policies
Basic of Presentation and Consolidation
These consolidated financial statements and related notes include the records of the Company and the Company’s wholly-owned subsidiary, Nimbo Tracking LLC, which is based in the USA.
All intercompany transactions and balances have been eliminated. These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), are expressed in U.S. dollars, and, in management’s opinion, have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below.
Use of Estimates
The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, valuation of inventory, the useful life and recoverability of equipment, impairment of goodwill, valuation of notes payable and convertible debentures, fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with an original maturity of three months or less at the time of acquisition to be cash equivalents.
Accounts Receivable
Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. As of December 31, 2021 and 2020, the allowance for doubtful accounts was approximately $11,000 and $22,000, respectively.
Inventory
Inventory consists of vehicle tracking and recovery devices and is comprised entirely of finished goods that can be resold. Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. There was no provision for inventory recorded during the years ended December 31, 2021 and 2020.
Equipment
Office equipment, computer equipment, and software are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed. All equipment was fully depreciated as of December 31, 2021 and 2020. For purposes of computing depreciation, the method of depreciating equipment is as follows:
Computer equipment | 3 years straight-line |
Office equipment | 5 years straight-line |
Software | 3 years straight-line |
Goodwill
Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group.
Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value.
The Company has only one reporting unit. Therefore, all of the Company’s goodwill relates to that reporting unit, and at December 31, 2021 and 2020, the carrying value for that reporting unit is negative.
Impairment of Long-lived Assets
The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset during the year the impairment occurs.
Fair Value Measurements and Financial Instruments
In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” the Company is to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
See Note 7 for fair value measurement information related to the Company’s derivative liabilities.
The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash and accounts receivable. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions.
Revenue Recognition and Deferred Revenue
We recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue in accordance with U.S. GAAP. Title and risk of loss generally pass to our customers upon delivery, as we have insurance for lost shipments. In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. We derive substantially all our revenues from the sale of products and services combined into one performance obligation. Product revenue includes the shipment of product according to the agreement with our customers. Service revenue include vehicle tracking services and customer support (technical support), installations and consulting. A contract usually includes both product and services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Performance obligations include, but are not limited to, pass-thru harnesses and vehicle tracking services. Almost all of our revenues are derived from customers located in United States of America in the auto industry. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are not sold on a standalone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. The Company has insignificant revenues related to product sales. For these revenues, the Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. For arrangements under which the Company provides vehicle tracking services, which account for the substantial portion of the Company’s revenues, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program.
Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured.
Revenue relating to the sale of service fees on its vehicle tracking and recovery services is recognized over the life of the contact. The service renewal fees are offered in terms ranging from 12 to 36 months and are generally payable upon delivery of the vehicle tracking devices or in full upon renewal.
Deferred revenues are recorded net of contract assets when cash payments are received from customers in advance of the Company’s performance. Contract assets represent the costs of (1) commission costs, (2) installation costs, and (3) the underlying hardware to enable the Company to perform on its contracts with customers and are amortized using the same method and term as deferred revenues. As of December 31, 2021 and 2020, deferred revenues, net of contract assets totaled $145,485 and $138,812, respectively, and contract assets totaled $71,441 and $66,022, respectively. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion.
During the year ended December 31, 2021, the Company recorded additions to deferred revenues of $278,509 and recognized total revenues of $219,808 through the amortization of deferred revenues. During the year ended December 31, 2021, the Company recognized revenues of $135,708 related to deferred revenues outstanding as of December 31, 2020 as the services were performed.
Financing Costs and Debt Discount
Financing costs and debt discounts are recorded net of notes payable and convertible debentures in the consolidated balance sheets. Amortization of financing costs and the debt discounts is calculated using the effective interest method over the term of the debt and is recorded as interest expense in the consolidated statements of operations.
Income Taxes
Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Stock-based Compensation
The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur.
Derivative Financial Instruments
The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts (including embedded conversion features) that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.
Loss Per Share
Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share give effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible debentures, using the if-converted method. In computing diluted earnings (loss) per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted earnings (loss) per share exclude all potentially issuable shares if their effect is anti-dilutive. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented. As of December 31, 2021 and 2020, the Company has 239,950,260 and 262,930,295 potentially dilutive shares outstanding, respectively.
Recent Accounting Pronouncement
In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements.
The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations.
3. Accounts and Other Receivables
| | December 31, 2021 | | | December 31, 2020 | |
Trade accounts receivable | | $ | 49,462 | | | $ | 57,298 | |
Allowance for doubtful accounts | | | (10,708 | ) | | | (22,468 | ) |
| | $ | 38,754 | | | $ | 34,830 | |
4. Goodwill
As of December 31, 2021 and 2020, the Company had goodwill of $505,508 related to the acquisition of Nimbo Tracking, LLC.
5. Accounts Payable and Accrued Liabilities
| | December 31, 2021 | | | December 31, 2020 | |
Trade accounts payable | | $ | 540,288 | | | $ | 686,222 | |
Accrued liabilities | | | 5,740 | | | | 19,349 | |
Lease liability, current portion | | | 21,019 | | | | - | |
Accrued interest payable | | | 6,097 | | | | 19,064 | |
Payroll and commissions payable | | | 15,203 | | | | 32,101 | |
Unrecognized tax position | | | 90,000 | | | | 90,000 | |
| | $ | 678,347 | | | $ | 846,736 | |
6. Convertible Debentures and Notes Payable
On May 17, 2019, the Company entered into a Convertible Promissory Note (“Promissory Note”) with Crown Bridge Partners, LLC (the “Holder”). The Promissory Note bears interest at 7% per annum (with the understanding that the first 12 months of interest of each tranche will be guaranteed). The maturity date is 18 months from the effective date of each payment.
The Conversion Price, as defined in the agreement, is the lesser of (i) the lowest Trading Price (as defined below) during the previous 25 trading day period ending on the latest complete trading day prior to the date of this Promissory Note or (ii) the Variable Conversion Price (as defined below). The Variable Conversion Price means the lowest one Trading Price (as defined below) for the common stock during the 25 Trading Day period ending on the last complete Trading Day prior to the Conversion Date. Trading Price means, for any security as of any date, the lesser of the (i) lowest traded price and (ii) lowest closing bid price. Based on the Company’s examination of the conversion feature and the relative accounting guidance, the Company has determined that the conversion feature should be treated as a derivative liability for accounting purposes.
Additionally, if at any time while the Promissory Note is outstanding, the Conversion Price is equal to or lower than $0.025, then an additional $10,000 will be automatically added to the principal balance of each tranche funded under the Note.
In connection with the Promissory Note, the Company also entered into a Securities Purchase Agreement with the Holder which states that the Company will also issue to the Holder a warrant to purchase an amount of shares of its common stock equal to 50% of the face value of each respective tranche divided by $0.10.
Per the terms of the Common Stock Purchase Warrant agreement, on May 17, 2019, the Company issued a warrant to purchase 250,000 shares of common stock with an Exercise Price of $0.10 subject to adjustment (standard anti-dilution features). The agreement contains a down-round provision that automatically resets the exercise price of the warrant to a new exercise price that is equal to the per share price of common stock subsequently issued (including conversions of debt and preferred stock). Upon the lowing of the exercise price, the number of warrants will be increased such that the total proceeds upon exercise is the same amount (see Note 7). If the Market Price of one shares of common stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to cashless exercise, in lieu of cash exercise, per a defined formula in the agreement.
On June 19, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000 and the note matures on December 19, 2021. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $142,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $122,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method.
On July 10, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000 and the note matures on January 10, 2022. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $61,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $42,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method.
On November 2, 2020, the Company received $146,500 in net cash proceeds from a note holder under an Inventory Financing Promissory Note. The related principal amount due for the convertible debt instrument was $168,000. The note bears interest at 12% per annum and matures on May 2, 2022. Principal and accrued interest are convertible into common stock at a variable conversion price, which is 80% of the average two lowest traded prices for common stock during a 10-day trading period prior to conversion. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $99,000 and recorded a related derivative liability for that amount. The Company also issued 2,000,000 shares of common stock to the note holder as additional compensation. The value of the shares, $14,800. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling approximately $135,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method.
On December 13, 2021, the Company received $50,000 in net cash proceeds from a note holder under a short-term bridge note. The total amount to be repaid under the note is $77,000. The note matures on May 30, 2022. The Company is required to make 24 weekly payments of $3,208. As of December 31, 2021, the balance on the note was $51,713.
During the year ended December 31, 2021, the holders of the convertible notes converted a total of $9,616 of principal, interest and fees for a total of 1,780,825 shares of common stock. Related to these conversions during the year ended December 31, 2021, the Company recorded a reduction of the associated derivative liability for the conversion features of $9,013 and a reduction of the debt discount of $0 as components of the loss on settlement of debt. During the year ended December 31, 2021, the Company recorded $134,014 of interest expense related to the amortization of the debt discounts.
On May 4, 2020, the Company entered into a Paycheck Protection Program (“PPP”) Loan with a principal amount of $59,949 through a financial institution under the PPP administered by the SBA and established as part of the CARES Act. The PPP Loan bears interest at 1.0% per annum and matures on May 4, 2022 with the first six months of interest and principal payments deferred. The amount borrowed under the PPP Loan is guaranteed by the U.S. Small Business Administration (“SBA”) and is eligible for forgiveness in an amount equal to the sum of the eligible costs, including payroll, benefits, rent and utilities, incurred by the Company during the 24-week period beginning on the date the Company received the proceeds. The PPP Loan contains customary events of default, and the occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Loan. As of December 31, 2021, the balance of the PPP Loan, including accrued interest was $60,948.
On July 7, 2020, the Company entered into a secured disaster loan with the SBA with a principal amount of $150,000. The SBA loan bears interest at 3.75% per annum and matures in July 2050. The Company is required to make monthly principal and interest payments of $731 beginning in July 2021. As of December 31, 2021, the balance on the SBA loan, including interest was 158,438.
As of December 31, 2021 long-term debt matures as follows:
Year Ending | | Notes Payable | | | Convertible Notes | | | Total | |
2022 | | $ | 118,953 | | | $ | 119,650 | | | $ | 238,603 | |
2023 | | | 3,327 | | | | - | | | | 3,327 | |
2024 | | | 3,454 | | | | - | | | | 3,454 | |
2025 | | | 3,586 | | | | - | | | | 3,586 | |
2026 | | | 3,718 | | | | - | | | | 3,718 | |
Thereafter | | | 138,061 | | | | - | | | | 138,061 | |
| | | | | | | | | | | | |
| | $ | 271,099 | | | $ | 119,650 | | | $ | 390,749 | |
7. Derivative Liabilities
During the years ended December 31, 2021 and 2020, the Company had outstanding convertible debentures with variable exercise prices based on market rates (see Note 6) and convertible series A preferred stock with variable exercise prices based on market rates (see Note 9). The Company records the fair value of the conversion features with variable exercise prices based on future market rates in accordance with ASC 815. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statements of operations. The Company uses a multi-nominal lattice model to fair value the derivative liabilities. The following inputs and assumptions were used to value the conversion features outstanding during the years ended December 31, 2021 and 2020, assuming no expected dividends:
| | 2021 | | | 2020 | |
Expected volatility | | | 135-275 | % | | | 271 – 322 | % |
Risk free interest rate | | | 0.05-0.15 | % | | | 0.3% - 1.41 | % |
Expected life (in years) | | | 0-1.5 | | | | 0.5 – 1.5 | |
The following table presents the Company’s embedded conversion features of its convertible debt and preferred stock measured at fair value on a recurring basis as of December 31, 2021 and 2020.
| | Level 3 Carrying Value as of December 31, 2021 | | | Level 3 Carrying Value as of December 31, 2020 | |
Derivative liabilities: | | | | | | |
Embedded conversion feature – convertible debt | | $ | 51,131 | | | $ | 97,024 | |
Embedded conversion feature – preferred stock | | | 85,771 | | | | 92,751 | |
| | $ | 136,902 | | | $ | 189,775 | |
The following table provides a reconciliation of the beginning and ending balances for the Company’s derivative liabilities measured at fair value using Level 3 inputs:
| | For The Year Ended December 31, 2021 | | | For The Year Ended December 31, 2020 | |
Embedded Conversion Features – Debt Instruments | | | | | | |
Balances, as of the beginning of the year | | $ | 97,024 | | | $ | 87,571 | |
Derivative liabilities recorded upon issuance of debt instruments | | | - | | | | 301,351 | |
Extinguishment due to conversion of debt instruments | | | (8,994 | ) | | | (1,448,326 | ) |
Net changes in fair value included in net loss | | | (36,989 | ) | | | 1,156,428 | |
Ending balance | | $ | 51,131 | | | $ | 97,024 | |
| | | | | | | | |
Embedded Conversion Features – Preferred Stock | | | | | | | | |
Balances, as of the beginning of the year | | $ | 92,751 | | | $ | 4,751 | |
Derivative liabilities recorded upon issuance of preferred stock | | | 392,410 | | | | 519,427 | |
Extinguishment due to conversion of preferred stock | | | (356,951 | ) | | | (340,234 | ) |
Net changes in fair value included in net loss | | | (42,439 | ) | | | (91,193 | ) |
Ending balance | | $ | 85,771 | | | $ | 92,751 | |
| | | | | | | | |
Total ending balance | | $ | 136,902 | | | $ | 189,775 | |
8. Related Party Transactions
(a) | During the years ended December 31, 2021 and 2020, the Company incurred approximately $147,000 and $142,000, respectively, in management and consulting fees with an officer and an entity controlled by him. As of December 31, 2021 and 2020, the Company owed approximately $9,000 and $9,000, respectively, to directors and officers and a company controlled by a director, which is included in accounts payable and accrued liabilities. The amounts owed are unsecured, non-interest bearing, and due on demand. |
| |
(b) | During the years ended December 31, 2021 and 2020, the Company incurred approximately $0 and $64,000, respectively, in purchases of hardware from a vendor controlled by a director of the Company. As of December 31, 2021 and 2020, the amounts owed to this related-party vendor were approximately $14,000 and $12,000 respectively. |
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(c) | During the years ended December 31, 2021 and 2020, the Company issued 4,608,173 and 26,828,800 shares of common stock for the conversion of $24729 and $67,073, respectively of accrued expenses owed to the CEO and VP of Operations. |
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(d) | During the year ended December 31, 2021 and 2020, the Company recorded approximately $8,000 and $8,000, respectively to the VP and General Manager for rent and other office expenses. |
9. Redeemable Preferred Stock and Stockholders’ Deficit
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. The Company has designated 1,250,000 of these shares as Series A Convertible Preferred Stock (“Series A Preferred Stock”).
During the year ended December 31, 2020, the Company entered into a Series A Preferred Stock Purchase Agreements with investors. The Company issued 333,850 shares for proceeds of $303,070.
On February 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 58,850 shares for proceeds of $53,500.
On March 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 80,850 shares for proceeds of $73,500.
On April 5, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 58,850 shares for proceeds of $53,500.
On April 30, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750.
On June 17, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 60,500 shares for proceeds of $55,000.
On August 11, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750.
On September 13, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750.
On December 27, 2021, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 81,125 shares for proceeds of $73,750.
Rights and Privileges of the Series A Preferred Stock
| · | Voting – Series A Preferred Stock holders have no voting rights |
| · | Dividends – 8% cumulative dividend, compounded daily, payable solely upon redemption, liquidation, or conversion. (increases to 22% for an event of default) |
| · | Liquidation Preference – equal to the then Stated Value (initially $1.00 per share) as adjusted pursuant to the terms in the agreement (including but not limited to the additional of any accrued unpaid dividends and the Default Adjustment (as defined), if applicable. |
| · | Redemption – Company has the right to redeem the shares from the issuance date through 270 days following the issuance date using the table noted in the Certificate of Designations, Preferences, Rights and Limitations of Series A Convertible Preferred Stock agreement. After 270 days, except for the Mandatory Redemption, the Company does not have the right to redeem the shares. |
| · | Mandatory Redemption – 18 months after the Issuance Date or upon the occurrence of an Event of Default, the Company is required to redeem all of the shares of Series A Preferred Stock of the Holder. The Company shall make a cash payment in an amount equal to the total number of shares of Series A Preferred Stock held by the Holder multiplied by the then current Stated Value as adjusted (including but not limited to the addition of any accrued unpaid dividends and the Default Adjustment |
| · | Conversion – At any time after 6 months following the Issuance Date, the Holder may convert all or any part of the outstanding Series A Preferred Stock into shares of Common Stock. The Variable Conversion Price is defined as 75% of the Market Price. The Market Price is defined as the average of the 3 lowest Trading Prices for the Common Stock during the 15 day Trading Period ending on the last complete Trading Day prior to the Conversion Date. |
| · | Default Adjustments – Upon the occurrence of any Event of Default, the Stated Value will be increased between 150% and 200%, depending on the Event of Default. |
Based on the terms of the conversion feature, the Company could be required to issue an infinite number of shares of common stock. As such, the Company has determined the conversion feature to be a derivative liability under relevant accounting guidance. The Company estimated the fair value of the conversion feature using the Binomial Lattice Model on the date of issuance, on the date of each conversion notice, and remeasures the fair value at each reporting period. During the year ended December 31, 2021, the Company issued 517,550 shares of series A preferred stock for proceeds of $470,500. Related to these issuances, the Company recorded derivative liabilities of $392,410 and discounts to the preferred stock of $319,856, which is being amortized to deemed dividends over the redemption period. Also related to these issuances the Company recorded deemed dividends of $76,304.
During the year ended December 31, 2021, the holder of the Series A preferred stock converted 504,625 shares of Series A preferred tock and accrued dividends into 113,571,233 shares of common stock. Related to these conversions during the year ended December 31, 2021, the Company recorded a reduction of the associated derivative liability for the conversion features of $356,951 and a reduction of the preferred stock discount of $206,629 and $238,442 of deemed dividend.
During the year ended December 31, 2020, the holder of the series A preferred stock converted 308,000 shares of series A preferred stock and accrued dividends into 272,256,929 shares of common stock. Related to these conversions during the year ended December 31, 2020, the Company recorded a reduction of the associated derivative liability for the conversion features of $340,234 and a reduction of the preferred stock discount of $253,896 and $202,021 of deemed dividend.
Rights and Privileges of the Series B Preferred Stock
On February 10, 2020, the Company designated and subsequently issued 1,000,000 shares of its newly formed Series B Super Voting Preferred Stock. Each share of Series B preferred stock has voting rights equal to 500 shares of common stock, is not entitled to receive dividends, is not convertible into shares of common stock. If the holder of the Series B preferred stock ceases to be a Board Member, the Company will repurchase any Series B preferred stock from the holder for a price of $0.001 per share. If the holder of the Series B preferred stock proposes to transfer any shares of Series B preferred stock, the Company will have 90 days to repurchase the shares for a price of $0.001 per share.
The grant date fair value of the Series B preferred stock issued during 2020 was estimated based upon the control premium of the Company, less a 10% discount. $277,543 was recorded to stock-based director compensation expense in the accompanying consolidated statement of operations.
The grant date fair value of the Series B preferred stock issued during 2021was estimated based upon the control premium of the Company, less a 10% discount. $2,554,447 was recorded to stock-based director compensation expense in the accompany consolidated statement of operations.
Common Stock
2021
During the year ended December 31, 2021, the Company sold a total of 151,368,383 shares of common stock for proceeds of $621,745.
During the year ended December 31, 2021, the Company issued a total of 10,479,231 shares of common stock for the conversion of $58,588 of accrued expenses owed to the VP and General Manager and another employee.
During the year ended December 31, 2021, the Company issued 498,260 shares for the cashless exercise of warrants.
During the year ended December 31, 2021, the Company issued 113,571,223 shares of common stock for the conversion of Series A preferred stock and accrued dividends.
During the year ended December 31, 2021, the Company issued 1,780,825 shares of common stock for the conversion of debt and accrued interest.
During the year ended December 31, 2021, the Company issued a total of 6,979,452 shares of common stock for a loan commitment fee and a loan extension fee.
2020
During the year ended December 31, 2020, the Company sold a total of 44,803,645 shares of common stock for proceeds of $202,973 of which $51,723 was raised under the Equity Purchase Agreement (see below).
During the year ended December 31, 2020 the Company issued a total of 931,278,827 shares of common stock for the conversion of debt, accrued interest and fees, and the conversion of series A preferred stock and accrued dividends.
During the year ended December 31, 2020, the Company issued 105,038,690 shares of common stock for the cashless exercise of warrants.
During the year ended December 31, 2020, the Company issued 26,828,800 shares of common stock for the conversion of $67,072 of accrued expenses owed to the CEO and VP of Operations.
On July 27, 2020, the Company entered into an Equity Purchase Agreement with an investor. Per the terms of the agreement, the investor will purchase up to $2,500,000 of the Company’s common stock at a 20% discount to the market price or the valuation price (as defined). The Company has the right, but not the obligation, to direct the investor to purchase put shares of not less than $5,000 and not more than $175,000 or 200% of the average daily trading value (as defined). During the year ended December 31, 2020, the Company issued 8,000,000 shares of common stock as a commitment fee on an equity line of credit with an investor, which was recorded as an offset to additional paid in capital in the accompanying condensed consolidated financial statements. Also during the year ended December 31, 2020, the Company issued 18,053,645 shares of common stock for $51,723 under the Equity Purchase Agreement.
10. Share Purchase Warrants
The following table summarizes the activity of the Company’s share purchase warrants:
| | Number of warrants | | | Weighted average exercise price | |
| | | | | | |
Balance, January 1, 2020 | | | 4,527,614 | | | $ | 0.18 | |
Issued | | | - | | | | - | |
Adjusted for triggered down-round provisions | | | 315,521,528 | | | | 0.00 | |
Exercised | | | (96,957,101 | ) | | | 0.00 | |
Expired | | | (56,574,123 | ) | | | 0.00 | |
Balance, December 31, 2020 | | | 166,517,918 | | | | 0.00 | |
Issued | | | - | | | | - | |
Adjusted for triggered down-round provisions | | | - | | | | 0.00 | |
Exercised | | | - | | | | 0.00 | |
Expired | | | (980,392 | ) | | | 0.00 | |
Balance, December 31, 2021 | | | 165,537,526 | | | $ | 0.00 | |
As of December 31, 2021, the following share purchase warrants were outstanding:
Number of warrants outstanding | | | Exercise price | | | Expiration date | |
2,222,222 | | | $ | 0.03 | | | December 2, 2024 | |
163,265,304 | | | $ | 0.00 | | | September 23, 2024 | |
50,000 | | | $ | 0.20 | | | January 2, 2022 | |
165,537,526 | | | | | | | | |
During the year ended December 31, 2020, the Company recognized the triggering of the down-round provisions of certain warrants associated with the convertible debt instruments issued in 2019. As a result, the reset exercise price increased the number of warrant shares accordingly. As of December 31, 2020, the new exercise price for the warrants is $0.000245 per share. Per the relevant accounting guidance, the Company valued the warrants before and after each triggering event and recorded the total increase in value as a deemed dividend to the warrant holder with an offset to additional paid in capital. For the year ended December 31, 2020, the increase in value of the warrants due to the triggering events totaled $370,726 and was properly included in the Company’s earnings per share amounts on the accompanying statement of operations.
On August 21, 2020, the Company modified 2,222,222 warrants held by two investors. Per the terms of the modifications, the Company reduced the exercise price from $0.23 to $0.03 and extended the term of the warrants to now expire on December 2, 2024. In accordance with relevant accounting guidance, the Company valued the warrants before and after modification. There was no change in valuation due to the modifications.
11. Stock Options
The Company established a stock option plan for directors, officers, employees and consultants of the Company (the “Plan”). The purpose of the Plan is to give to directors, officers, employees and consultants of the Company, as additional compensation, the opportunity to participate in the profitability of the Company by granting to such individuals options, exercisable over periods of up to ten (10) years as determined by the board of directors of the Company, to buy shares of the Company at a price equal to the Market Price (as defined) prevailing on the date the option is granted. As of December 31, 2021, there were 4,765,000 shares available under the Plan.
The following table summarizes the activity of the Company’s stock options:
| | Number of options | | | Weighted average exercise price | | | Aggregate intrinsic value | |
| | | | | | | | | |
Balance, January 1, 2020 | | | 5,690,000 | | | $ | 0.13 | | | | |
Granted | | | - | | | | - | | | | |
Exercised | | | - | | | | - | | | | |
Cancelled / forfeited | | | (2,440,000 | ) | | | 0.19 | | | | |
Balance, December 31, 2021 | | | 3,250,000 | | | $ | 0.09 | | | $ | - | |
Granted | | | - | | | | - | | | | | |
Cancelled / forfeited | | | (75,000 | ) | | | 0.16 | | | | | |
Balance, December 31, 2021 | | | 3,175,000 | | | $ | 0.08 | | | $ | - | |
Vested as of December 31, 2021 | | | 3,175,000 | | | $ | 0.08 | | | $ | - | |
Unvested as of December 31, 2021 | | | - | | | $ | - | | | $ | - | |
| | | Outstanding | | | Exercisable | |
Range of exercise prices | | | Number of shares | | | Weighted average remaining contractual life (years) | | | Weighted average exercise price | | | Number of shares | | | Weighted average exercise price | |
| | | | | | | | | | | | | | | | |
| $ | 0.04 | | | | 1,500,000 | | | | 2.4 | | | | 0.04 | | | | 1,500,000 | | | | 0.04 | |
| $ | 0.08 | | | | 250,000 | | | | 0.8 | | | | 0.08 | | | | 250,000 | | | | 0.08 | |
| $ | 0.13 | | | | 1,425,000 | | | | 0.4 | | | | 0.13 | | | | 1,425,000 | | | | 0.13 | |
| | | | | 3,175,000 | | | | 1.3 | | | $ | 0.08 | | | | 3,175,000 | | | $ | 0.08 | |
During the years ended December 31, 2021 and 2020, the Company did not issue any options to employees. As of December 31, 2021, the Company had no unrecognized compensation expense.
12. Segments
The Company has one reportable segment: vehicle tracking and recovery solutions. The Company allocates resources to and assesses the performance of each reportable segment using information about its revenue and operating income (loss). The Company does not evaluate operating segments using discrete asset information.
Segmentation by geographical location is not presented as all revenues are earned in the U.S. Total assets by segment are not presented as that information is not used to allocate resources or assess performance at the segment level and is not reviewed by the Chief Operating Decision Maker of the Company.
13. Risks and Uncertainties
The Company extends credit to customers on an unsecured basis in the normal course of business. The Company’s policy is to perform an analysis of the recoverability of its receivables at the end of each reporting period and to establish allowances where appropriate. The Company analyzes historical bad debts and contract losses, customer concentrations, and customer credit-worthiness when evaluating the adequacy of the allowances.
During the year ended December 31, 2021 and 2020, the Company had two and two customers which accounted for 56% and 61%, respectively, of total invoiced amounts, which are recorded as deferred revenues and amortized over the related service period to revenues.
As of December 31, 2021 and 2020, the Company had one and three customers, respectively, which accounted for 99% and 99%, respectively, of the gross accounts receivable balance.
14. Income Taxes
The Company’s income tax provision consists of the following:
| | 2021 | | | 2020 | |
Current: | | | | | | |
Federal | | $ | - | | | $ | - | |
State | | | 808 | | | | - | |
Foreign | | | - | | | | - | |
Total Current | | | 808 | | | | - | |
Deferred: | | | | | | | | |
Federal | | | - | | | | - | |
State | | | - | | | | - | |
Foreign | | | - | | | | - | |
Total Deferred | | | - | | | | - | |
Provision for income taxes | | $ | 808 | | | $ | - | |
A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income taxes to the income tax provision is as follows:
| | 2021 | | | 2020 | |
Computed tax benefit at federal statutory rate | | $ | 764,147 | | | $ | (554,289 | ) |
State taxes | | | 638 | | | | - | |
Permanent items | | | 75 | | | | 1,778 | |
Stock-based compensation | | | 8,829 | | | | 58,284 | |
Incentive stock options | | | - | | | | - | |
Conversion feature derivative liability | | | - | | | | 24,394 | |
Interest expense, derivative liability | | | - | | | | 34,505 | |
Uncertain tax positions | | | - | | | | - | |
Impact of difference related to foreign earnings | | | - | | | | - | |
Gain on extinguishment of debt | | | - | | | | - | |
Change in fair value of derivative liability | | | 16,661 | | | | 223,699 | |
Valuation allowance | | | (789,542 | ) | | | 211,629 | |
Provision for income taxes | | $ | 808 | | | $ | - | |
Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:
| | 2021 | | | 2020 | |
Deferred Tax Assets: | | | | | | |
Net operating loss carryforwards | | $ | 604,000 | | | $ | 2,501,000 | |
Stock-based compensation | | | 767,000 | | | | 6,000 | |
Accounts receivable and other timing differences | | | 138,000 | | | | 140,000 | |
Basis difference in assets and debt | | | (71,000 | ) | | | (64,000 | ) |
Total Deferred Tax Asset | | | 1,438,000 | | | | 2,583,000 | |
Valuation allowance | | | (1,438,000 | ) | | | (2,583,000 | ) |
Net Deferred Tax Asset | | $ | - | | | $ | - | |
Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets for the U.S. federal and state have been fully offset by a valuation allowance.
As of December 31, 2021, the Company had net operating loss carryforwards for federal and state income tax purposes of $ 3,874,000 and $ 8,084,000, respectively, which expire beginning in the year 2029.
The Company is required to file US federal and California tax returns, however the Company has not filed its federal or state returns since 2009 Due to the Company’s loss position the statute remains open for any losses carried over into the current year which means all years from 2007 remain open to examination.
The Company has adopted FASB ASC 740, “Income Taxes” to account for income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement. This standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in the tax return. ASC 740 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transaction. In accordance with ASC 740-10-50, the Company is classifying interest and penalties as a component of tax expense.
The Company has a reserve related to unrecognized tax positions of $90,000 as of December 31, 2021, which is presented as part of accounts payable and accrued liabilities. These unrecognized tax positions, if recognized, would affect the effective tax rate. A reconciliation of the change in the unrecognized tax positions for the year ended December 31, 2021 is as follows:
| | Federal and State | |
Balance at January 1, 2021 | | $ | 90,000 | |
Additions for tax positions related to current year | | | - | |
Additions for tax positions related to prior years | | | - | |
Balance at December 31, 2021 | | $ | 90,000 | |
15. Commitments and Contingencies
Withheld Payroll Taxes
Since its inception, the Company has made several payments to employees for wages, net of state and federal income taxes. Due to cash constraints, the Company has not yet remitted all of these withheld amounts to the appropriate government agency. Accordingly, as of December 31, 2021 and 2020 the Company has recorded $37,984 and $37,984, respectively, related to this obligation in accounts payable and accrued liabilities, including estimated penalties and interest.
Operating Lease
On September 1, 2021 the Company entered into a lease for office space under an operating lease for approximately 2,500 square feet in Lake Elsinore, California, which is set to expire on October 31, 2024.
Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities as adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates incremental secured borrowing rates corresponding to the maturities of the leases.
The Company’s lease contains rent escalations over the lease term. The Company recognizes expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company has elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise, are not recorded on the consolidated balance sheet.
The components of lease expense were as follows:
| | Year Ended December 31, | |
| | 2021 | | | 2020 | |
Operating lease cost | | $ | 5,438 | | | $ | - | |
Other information related to leases was as follows:
| | Year Ended December 31, | |
| | 2021 | | | 2020 | |
Supplemental Cash Flows Information | | | | | | |
Cash paid for amounts included in the measurement of lease liability: | | | | | | |
Operating cash flows from operating lease | | $ | 7,785 | | | $ | - | |
Operating lease asset obtained in exchange for lease liability: | | | | | | | | |
Operating lease | | $ | 81,668 | | | $ | - | |
Remaining lease term | | | | | | | | |
Operating lease | | 2.83 years | | | | - | |
Discount rate | | | | | | | | |
Operating lease | | | 12.00 | % | | | - | |
Future payments under noncancelable operating leases having initial or remaining terms of one year or more are as follows for the succeeding fiscal year and thereafter:
| | For the Years Ended December 31, | |
| | | |
2022 | | $ | 28,935 | |
2023 | | | 33,244 | |
2024 | | | 28,610 | |
Total minimum lease payments | | | 90,789 | |
Less imputed interest | | | (14,559 | ) |
Present value of lease liabilities | | | 76,230 | |
Less current portion of operating lease liability | | | (21,019 | ) |
Non-current operating lease liability | | $ | 55,211 | |
Indemnities and Guarantees
We have made certain indemnities and guarantees, under which we may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions. We indemnify our officers and directors to the maximum extent permitted under the laws of the State of Nevada. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. These indemnities and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets.
Legal Matters
In the ordinary course of business, we may face various claims brought by third parties and may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. Management believes there are currently no claims that are likely to have a material effect on our consolidated financial position and results of operations.
16. Subsequent Events
On January 24, 2022, the Company issued 11,000,000 share of common stock under its Equity Line for total proceeds of $42,240.
On January 24, 2022, the Company issued 840,278 shares of common stock to a vendor for services valued at $3,630.
On January 27, 2022, the Company issued 2,272,727 shares of common stock to a director, valued at $10,000.
On February 1, 2022, the Company borrowed $100,000 under an Inventory Promissory Note from an investor. The note bears interest at 6% per annum are requires 6 monthly payments of $17,667 beginning in September 2022. The note is convertible into common stock.
On February 2, 2022, the Company issued 59,125 shares of Series A preferred stock for total proceeds of $53,750.
On February 18, 2022, the Company converted 40,000 shares of Series A preferred stock into 10,146,342 shares of common stock.
On February 28, 2022, the Company converted 19,125 shares of Series A preferred stock into 6,027,273 shares of common stock.
On March 1, 2022, the Company borrowed $100,000 under another Inventory Promissory Note from an investor. The note bears interest at 6% per annum are requires 6 monthly payments of $17,667 beginning in October 2022. The note is convertible into common stock.
On March 8, 2022, the Company issued 40,000,000 shares of common stock to an investor for the cancellation of the investors warrants.
The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the consolidated financial statements were available for issuance are disclosed as subsequent events, while the consolidated financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any subsequent events that require adjustment or disclosure in the consolidated financial statements.