Common stock, $0.00001 par value; 100,000,000,000 shares authorized; 256,674,458 and 16,536,351 shares issued and outstanding at December 31, 2020 and 2019

6,711

4,310

Treasury stock, at cost; 1,040 shares at December 31, 2020 and 2019

(643,059)

Stock loan receivable

(7,610,147)

Additional Paid In Capital

251,039,531

242,192,461

Accumulated deficit

(270,651,339)

(252,656,451)

Total stockholders' deficit

(27,858,303)

(18,712,886)

Total liabilities and stockholders' deficit

1,164,566

5,266,443

Series B Convertible Preferred Stock [Member]

Series C Convertible Preferred Stock [Member]

^[1]

Series D Convertible Preferred Stock [Member]

^[2]

Series G Convertible Preferred Stock [Member]

^[3]

Series H Convertible Preferred Stock [Member]

^[4]

Organization, Consolidation and Presentation of Financial Statements [Abstract]

^[5]

[1]	Series B Preferred stock, $0.00001 par value; 20,000,000 shares authorized; 45,000 and 45,000 shares issued and outstanding at December 31, 2019 and 2018
[2]	Series C Preferred stock, $0.00001 par value; 10,000 shares authorized; 700 and 700 shares issued and outstanding at December 31, 2019 and 2018
[3]	Series D Preferred stock, $0.00001 par value; 100,000 shares authorized; 0 and 0 shares issued and outstanding at December 31, 2019 and 2018
[4]	Series G Preferred stock, $0.00001 par value; 2,000,000 shares authorized; 0 and 0 shares issued and outstanding at December 31, 2019 and 2018
[5]	Series H Preferred stock, $0.00001 par value ($500.00 stated value); 40,000 shares authorized; 20,000 shares issued and outstanding at December 31, 2019

XML 12 R3.htm IDEA: XBRL DOCUMENT

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Accounts payable and accrued expenses related party	$ 410,833	$ 334,000
Note payable discount	0	47,671
Discount	$ 362,004	$ 0
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, authorized	100,000,000,000	100,000,000,000
Common stock, issued	256,674,458	16,536,351
Common stock, outstanding	256,674,458	16,536,351
Treasury stock	1,040	1,040
Series B Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, authorized	20,000,000	20,000,000
Preferred stock, issued	45,000	45,000
Preferred stock, outstanding	45,000	45,000
Series C Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, authorized	10,000	10,000
Preferred stock, issued	700	700
Preferred stock, outstanding	700	700
Series D Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, authorized	100,000	100,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series G Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, authorized	2,000,000	2,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series H Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, authorized	40,000	40,000
Preferred stock, issued	20,000	20,000
Preferred stock, outstanding	20,000	20,000

XML 13 R4.htm IDEA: XBRL DOCUMENT

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Sales:
Sales - related party	$ 180,000	$ 180,000
Operating expenses:
General and administrative expenses	2,041,996	126,986,423
Marketing expenses	310,840	869,143
Acquisition costs		150,000
Impairment of assets	5,600,000	48,631,534
Total operating expenses	7,952,836	176,637,100
Loss from operations	(7,772,836)	(176,457,100)
Other income (expense):
Amortization of debt discount	(4,197,550)	(6,821,453)
Change in fair value of derivative liability	(1,533,610)	7,290,867
Interest expense and financing costs	(2,949,849)	(6,215,457)
Unrealized loss on marketable equity security	(671,000)	(6,525,317)
Realized gain (loss) on disposal of marketable equity security	(424,830)	(90,683)
Loss on exchange of assets	1,430,000
Equity income in investment		631,534
Gain on settlement of debt		1,375,556
Total other income (expense)	(11,206,839)	(10,354,953)
Loss before income taxes	(18,979,675)	(186,812,053)
Income tax expense
Loss from continuing operations	(18,979,675)	(186,812,053)
Discontinued operations:
Loss from operations of discontinued operations	(16,924)	(1,074,869)
Gain on disposition of discontinued operations	1,001,711	1,381,803
Loss from discontinued operations, net	984,787	306,934
Net loss	$ (17,994,888)	$ (186,505,119)
Weighted average common shares outstanding:
Basic and diluted	159,992,976	4,786,694
Net loss per share (basic and diluted):
Continuing operations	$ (0.12)	$ (39.03)
Discontinued operations	0.01	0.06
Net loss per share basic and diluted	$ (0.11)	$ (38.96)

XML 14 R5.htm IDEA: XBRL DOCUMENT

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($)	Series B Convertible Preferred Stock	Series C Convertible Preferred Stock	Series H Convertible Preferred Stock	Common Stock [Member]	Treasury Stock	Loan Receivable	Paid-In Capital	Accumulated Deficit	Total
Balances at beginning at Dec. 31, 2018				$ 3,822	$ (643,059)		$ 81,306,958	$ (66,151,332)	$ 14,516,389
Balances at beginning (in shares) at Dec. 31, 2018	45,000	700		1,822,243	1,040
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for joint venture				$ 100			17,899,900		17,900,000
Common stock issued for joint venture (in shares)				10,000,000
Common stock issued for services				$ 10			235,890		235,900
Common stock issued for services (in shares)				9,500
Common stock issued for conversion of convertible debt and accrued interest				$ 75			1,420,059		1,420,134
Common stock issued for conversion of convertible debt and accrued interest (in shares)				74,762
Common stock issued for stock loan				$ 200		(7,610,147)	7,609,947
Common stock issued for stock loan (in shares)				200,267
Common stock issued for penalty				$ 59			975,006		975,065
Common stock issued for penalty (in shares)				59,820
Common stock issued for cashless exercise of warrants				$ 46			(46)
Common stock issued for cashless exercise of warrants (in shares)				4,566,214
Cancellation of shares for exchange of Mobiquity shares				$ (2)			(797,998)		(798,000)
Cancellation of shares for exchange of Mobiquity shares (in shares)				(200,000)
Series H preferred stock issued for acquisition							8,400,000		8,400,000
Series H preferred stock issued for acquisition (in shares)			20,000
Stock options issued for services							766,804		766,804
Fair value of beneficial conversion feature of converted/debt repaid							2,264,578		2,264,578
Relative fair value of warrants issued with convertible debt							1,634,760		1,634,760
Fair value of warrants issued							$ 120,476,603		$ 120,476,603
Rounding of shares due to stock split
Rounding of shares due to stock split (in shares)				3,545
Net loss								(186,505,119)	$ (186,505,119)
Balances at ending at Dec. 31, 2019				$ 4,310	$ (643,059)	(7,610,147)	242,192,461	(252,656,451)	(18,712,886)
Balances at ending (in shares) at Dec. 31, 2019	45,000	700	20,000	16,536,351	1,040
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for conversion of convertible debt				$ 1,401			1,309,678		1,311,079
Common stock issued for conversion of convertible debt (in shares)				140,138,107
Common stock issued for joint venture				$ 1,000			5,499,000		5,500,000
Common stock issued for joint venture (in shares)				100,000,000
Fair value of beneficial conversion feature of converted/debt repaid							2,038,392		2,038,392
Net loss								(17,994,888)	(17,994,888)
Balances at ending at Dec. 31, 2020				$ 6,711	$ (643,059)	$ (7,610,147)	$ 251,039,531	$ (270,651,339)	$ (27,858,303)
Balances at ending (in shares) at Dec. 31, 2020	45,000	700	20,000	256,674,458	1,040

XML 15 R6.htm IDEA: XBRL DOCUMENT

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Cash Flows From Operating Activities:
Net loss	$ (17,994,888)	$ (186,505,119)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	46,363	107,095
Amortization of intangible assets		358,266
Amortization of debt discount	4,197,550	6,821,453
Change in fair value of derivative liability	1,533,610	(7,290,867)
Financing cost	1,343,847	4,356,699
Shares issued for services		235,900
Shares issued for penalty		975,065
Convertible note issued for penalty	242,712
Warrant issued for services		766,804
Fair value of warrants issued in accordance with anit-dilution		120,476,603
Impairment of assets	5,600,000	48,631,534
Unrealized (gain) loss on market equity security	671,000	6,525,317
Realized gain on disposal of market equity security	424,830	90,683
Loss on exchange of assets	1,430,000
Equity income in investment		(631,534)
Gain on disposition of discontinued operations	(1,001,711)	(1,381,803)
Convertible note receivable exchanged for services	200,000	1,000,000
Gain on settlement of debt		(1,375,556)
Changes in operating assets and liabilities:
Accounts receivable	1,674	(616,084)
Cash held in trust	172,638
Prepaid expenses		16,000
Accounts payable and accrued expenses	2,137,949	1,720,799
Unearned revenue		(257,848)
Accrued settlement		55,613
Due to Guardian, LLC		(702,483)
Net cash used in operating activities	(994,426)	(6,623,463)
Cash Flows From Investing Activities:
Purchase of property and equipment	(4,200)	(17,471)
Cash paid for investment		(1,200,000)
Cash of discontinued operations	(227,571)	(270,947)
Cash from the sale of marketable equity security		336,000
Net cash used in investing activities	(231,771)	(1,152,418)
Cash Flows From Financing Activities:
Issuance of convertible notes	820,958	3,000,000
Issuance of notes payable	458,639	3,071,261
Payments on notes payable		(99,256)
Net cash provided by financing activities	1,279,597	5,972,005
Net increase (decrease) in cash	53,400	(1,803,876)
Cash, beginning of period	59,634	1,863,510
Cash, end of period	113,034	59,634
Cash paid for interest		744
Cash paid for income taxes
Supplemental non-cash investing and financing activities
Debt discount	4,511,883	3,636,000
Transfer of derivative liability to equity	1,899,557	2,264,578
Convertible notes issued for notes payable and accrued interest	3,738,171
Common stock issued for convertible notes and accrued interest	$ 1,311,079

XML 16 R7.htm IDEA: XBRL DOCUMENT

Organization and Basis of Presentation

12 Months Ended

Dec. 31, 2020

Organization and Basis of Presentation

Note 1 – Organization and Basis of Presentation

Organization and Line of Business

Basis of Presentation

The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Stock Split

On August 5, 2019, the Company effectuated a 1 for 100 reverse stock split. The share and per share information has been retroactively restated to reflect this reverse stock split.

Going Concern

XML 17 R8.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

Principles of Consolidation

Cash Equivalents

Cash Held in Trust

Long-Lived Assets

Marketable Equity Securities

Note Receivable

Derivative Financial Instruments

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2020, the Company’s only derivative financial instrument was an embedded conversion feature associated with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage of the Company’s stock price at the date of conversion. During the year ended December 31, 2019, the convertible notes with embedded conversion features were settled; therefore, there was no derivative liability at December 31, 2019.

Fair Value of Financial Instruments

●

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

●

Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement.

At December 31, 2020 and 2019, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value:

	Fair Value		Fair Value Measurements at
	As of		December 31, 2020
Description	December 31, 2020		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Marketable equity security - Surge Holdings, Inc.	$	649,000	$	-	$	649,000	$	-

Conversion feature on convertible notes	$	5,262,448	$	-	$	5,262,448	$	-

	Fair Value		Fair Value Measurements at
	As of		December 31, 2019
Description	December 31, 2019		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Marketable equity security - Surge Holdings, Inc.	$	1,000,000	$	-	$	1,000,000	$	-

Treasury Stock

Stock Loan Receivable

Revenue Recognition

Revenue is recognized under Topic 606 as follows:

●

executed contracts with the Company’s customers that it believes are legally enforceable;

●

identification of performance obligations in the respective contract;

●

determination of the transaction price for each performance obligation in the respective contract;

●

allocation the transaction price to each performance obligation; and

●

recognition of revenue only when the Company satisfies each performance obligation.

These five elements, as applied to each of the Company’s revenue category, is summarized below:

●

IT services - revenue is recorded on a monthly basis as services are provided; and

●

License fees and Royalties – revenue is recognized based on the terms of the agreement with its customer.

Unearned revenue

Income Taxes

Basic and Diluted Earnings Per Share

	December 31,		December 31,
	2020		2019
Series B preferred stock		30		30
Series C preferred stock		8		8
Series H preferred stock		1,000,000		1,000,000
Warrants		19,643,500		19,654,167
Convertible notes		481,351,062		1,100,000
Total		501,994,600		21,754,205

Management’s Evaluation of Subsequent Events

Recent Accounting Pronouncements

XML 18 R9.htm IDEA: XBRL DOCUMENT

Discontinued Operations; Note Receivable

12 Months Ended

Dec. 31, 2020

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations; Note Receivable

Note 3 – Discontinued Operations; Note Receivable

UGO, ECS Prepaid, Electronic Check Services and the Central State Legal Services businesses have been presented as discontinued operations on the accompanying financial statements.

	Years Ended December 31,
	2020			2019
Revenue	$	8,291,842		$	42,998,336
Cost of revenue		7,900,122			41,596,118
Gross Profit		391,720			1,402,218
Operating expenses		408,644			2,477,084
Loss from operations		(16,924	)		(1,074,866	)
Other income (expenses)		-			(3	)
Net loss	$	(16,924	)	$	(1,074,869	)

The assets and liabilities of the discontinued operations at December 31, 2020 and 2019 are summarized below:

	December 31,		December 31,
	2020		2019

Current assets	$	-	$	89,123
Property and equipment		-		117,686
Total assets	$	-	$	206,809

Current liabilities	$	-	$	1,151,073
Total liabilities	$	-	$	1,151,073

XML 19 R10.htm IDEA: XBRL DOCUMENT

Investment in Mobiquity Technologies, Inc. and Surge Holdings, Inc.; Convertible Note Receivable

12 Months Ended

Dec. 31, 2020

Investment in Mobiquity Technologies, Inc. and Surge Holdings, Inc.; Convertible Note Receivable

Note 4 – Investment in Surge Holdings, Inc. and Mobiquity Technologies, Inc.; Convertible Note Receivable

Surge Holdings, Inc.

As of December 31, 2020, the Company’s investment in SURG consisted of 5,500,000 shares of SURG common stock which was valued at $649,000. (See Note 17 for Subsequent Events)

Mobiquity Technologies, Inc (Divested in 2019).

The Company paid 60,000,000 of its Mobiquity shares as partial consideration for the purchase of GBT Technologies, S. A. (see Note 5).

XML 20 R11.htm IDEA: XBRL DOCUMENT

Equity Investment in GBT Technologies, S.A.

12 Months Ended

Dec. 31, 2020

Equity Investment in GBT Technologies, S.A.

Note 5 – Equity Investment in GBT Technologies, S.A.

XML 21 R12.htm IDEA: XBRL DOCUMENT

Investment in Joint Venture

12 Months Ended

Dec. 31, 2020

Equity Method Investments and Joint Ventures [Abstract]

Investment in Joint Venture

Note 6 – Investment in Joint Venture

XML 22 R13.htm IDEA: XBRL DOCUMENT

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2020

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

Note 7 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at December 31, 2020 and 2019 consist of the following:

	2020		2019
Accounts payable	$	1,045,778	$	535,481
Accrued interest		1,876,005		980,034
Deposits		249,675		249,094
Other		182,200		50,000
	$	3,353,658	$	1,814,609

XML 23 R14.htm IDEA: XBRL DOCUMENT

Convertible Notes Payable

12 Months Ended

Dec. 31, 2020

Notes Payable [Abstract]

Convertible Notes Payable

Note 8 – Convertible Notes Payable

Convertible notes payable at December 31, 2020 and 2019 consist of the following:

	December 31,			December 31,
	2020			2019
Convertible note payable to GBT Technologies	$	10,000,000		$	10,000,000
Convertible note payable to Glen Eagle		-			1,000,000
Convertible note payable to Power Up		-			-
Convertible notes payable to Redstart Holdings		347,400			-
Convertible note payable to Stanley Hills		1,009,469			-
Convertible note payable to Iliad		2,431,841			-
Total convertible notes payable		13,788,710			11,000,000
Unamortized debt discount		(362,004	)		-
Convertible notes payable		13,426,706			11,000,000
Less current portion		(13,426,706	)		-
Convertible notes payable, long-term portion	$	-		$	11,000,000

$10,000,000 for GBT Technologies S. A. acquisition

In accordance with the acquisition of GBT-CR the Company issued a convertible note in the principal amount of $10,000,000. The convertible note bears interest of 6% per annum and is payable at maturity on December 31, 2021. At the election of the holder, the convertible note can be converted into a maximum of 20,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible, at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($10.00 per share). The convertible note is convertible into common stock at a fixed price that was higher than the Company’s common stock on the date of grant, therefore, this convertible note does not contain a beneficial conversion feature. Due to stock split (See Note 1) the conversion feature is substantially not in the money. The parties are in negotiations to address the issue per the Note holder demands to mitigate its damages. There is no guarantee that the Company will be successful in resolving this issue.

Glen Eagles Acquisition LP

On July 8, 2019, the Company entered a Consulting Agreement with Glen Eagles Acquisition LP (“Glen”) as consultant to provide services in connection with the Company’s acquisition of 25% of GBT Technologies, S.A., a Costa Rican corporation (“GBT-CR”). Consultant will provide analysis, interaction with related professional and other services as requested by the Company to integrate and expand capabilities between GBT-CR and the Company. The Company shall pay Glen $1,000,000 through the issuance of a 6% Convertible Note. At the election of Glen, the Convertible Note can be converted into a maximum of 2,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible, at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($10.00 per share). The Series H Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series H Preferred Stock shall be entitled to one vote for each share of common stock that the Series H Preferred Stock may be convertible into. In addition, the Company entered into an Amendment of a Common Stock Purchase Warrant held by Glen to acquire nine million shares of common stock that had been assigned to Glen by Guardian Patch LLC. Pursuant to the amendment, the Company agreed to provide that the Common Stock Purchase Warrant may be exercised on a cashless basis and provided a beneficial ownership limitation of 4.99%. On or about June 23, 2020, the Company and AltCorp entered into agreements with SURG and Glen Eagles Acquisition LP (“Glen”) into series of agreements regarding the $4,000,000 SURG Note. (See Note 4) Glen converted in full its $1,000,000 convertible note that was issued by the Company on July 8, 2019 plus $50,000 of accrued interest, into $1,050,000 of a SURG Note via an assignment of a portion ($1,050,000 of a $4,000,000 face value) of the $4,000,000 SURG Note. In addition, the Company entered into a consulting agreement with Glen for which the Company shall pay to Glen $200,000 via an assignment of a portion ($200,000 of a $4,000,000 face value) of the $4,000,000 SURG Note. Glen in turn will convert all its $1,250,000 considerations received into 2,500,000 SURG shares (See Note 17).

Power Up Lending Group Ltd.

Redstart Holdings Corp.

The outstanding principal amount of the Redstart Note No. 1 may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180^th day, Redstart may convert the Redstart Note No. 1 into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price with a 20-day look back immediately preceding the date of conversion. Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability. In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note No. 1), the Redstart Note No. 1 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Redstart Note No. 1 (In February 2021 Note No. 1 was converted into shares in full – See Note 17).

On September 15, 2020, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No. 2”) in the aggregate principal amount of $93,600 for a purchase price of $78,000. The Redstart Note No. 2 has a maturity date of September 15, 2021 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note No. 2 at the rate of six percent (6%) per annum from the date on which the Redstart Note No. 2 is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Redstart Note No. 2, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No. 2. The transactions described above closed on September 16, 2020. The outstanding principal amount of the Redstart Note No. 2 may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180^th day, Redstart may convert the Redstart Note No. 2 into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price with a 20-day look back immediately preceding the date of conversion. Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability. In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note No. 2), the Redstart Note No. 2 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Redstart Note No. 2. (In March 2021 Note No. 2 was converted into shares in full – See Note 17).

On December 9, 2020, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No. 3”) in the aggregate principal amount of $100,200 for a purchase price of $83,500. The Redstart Note No. 3 has a maturity date of December 9, 2021 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note No. 3 at the rate of six percent (6%) per annum from the date on which the Redstart Note No. 3 is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Redstart Note No. 3, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No. 3. The transactions described above closed on December 11, 2020. The outstanding principal amount of the Redstart Note No. 3 may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180^th day, Redstart may convert the Redstart Note No. 3 into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price with a 20-day look back immediately preceding the date of conversion. Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability. In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note No. 3), the Redstart Note No. 3 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Redstart Note No. 3.

Stanley Hills LLC

The Company entered into a series of loan agreements with Stanley Hills LLC (“Stanley”) pursuant to which it received more than $1,000,000 in loans (the “Debt”) since May 2019 up to December 2019. On February 26, 2020, in order to induce Stanley to continue to provide funding, the Company and Stanley entered into a letter agreement providing that the current note payable balance due to Stanley (See Note 9) in the amount of $1,214,900 may be converted into shares of common stock of the Company at a conversion price equal to 85% multiplied by the lowest one trading price for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability. Stanley has agreed to restrict its ability to convert the Debt and receive shares of common stock such that the number of shares of common stock held by it and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. During 2020, Stanley converted $583,889 of its convertible note into 67,282,583 shares of the Company’s common stock, and during 2020, Stanley loaned the Company an additional $547,097. The balance of the Stanley debt at December 31, 2020 was $1,009,469. The Stanley debt is secured via a pledge agreement on the SURG shares (See Note 4).

Iliad Research and Trading, L.P.

Discounts on convertible notes

A roll-forward of the convertible notes payable and debt discount from December 31, 2018 to December 31, 2020 is below:

	Principal			Debt
	Balance			Discount			Net
Convertible notes payable, December 31, 2018	$	3,431,200		$	(3,233,124	)	$	198,076
Issued for cash		3,000,000			—			3,000,000
Issued for acquisition		10,000,000			—			10,000,000
Issued for services		1,000,000			—			1,000,000
Original issue discount		336,000			—			336,000
Conversion to common stock		(1,357,200	)		—			(1,357,200	)
Debt discount related to new convertible notes		—			(3,336,000	)		(3,336,000	)
Reduction in convertible note due to legal settlement		(5,410,000	)		—			(5,410,000	)
Amortization of debt discounts		—			6,569,124			6,569,124
Convertible notes payable, December 31, 2019		11,000,000			—			11,000,000
Issued for cash		820,958			—			820,958
Accrued interest added to convertible note		204,858			—			204,858
Exchange of convertible note for other company assets		(1,000,000	)		—			(1,000,000	)
Notes payable converted to convertible notes		3,980,883			—			3,980,883
Original issue discount		88,500			—			88,500
Conversion to common stock		(1,306,489	)		—			(1,306,489	)
Debt discount related to new convertible notes		—			(4,511,883	)		(4,511,883	)
Amortization of debt discounts		—			4,149,879			4,149,879
Convertible notes payable, December 31, 2020	$	13,788,710		$	(362,004	)	$	13,426,706

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Note Payable

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Note Payable

Note 9 – Notes Payable

Notes payable at December 31, 2020 and December 31, 2019 consist of the following:

	December 31,			December 31,
	2020			2019
RWJ acquisition note	$	2,600,000		$	2,600,000
Promissory note to Iliad		-			2,325,000
Promissory note to Stanley Hills		-			1,046,261
SBA loan		150,000			-
Promissory note to Alpha Eda		140,000			-
Total notes payable		2,890,000			5,971,261
Unamortized debt discount		-			(47,671	)
Notes payable		2,890,000			5,923,590
Less current portion		(2,741,737	)		-
Notes payable, long-term portion	$	148,263		$	5,923,590

RWJ Acquisition Note

In connection with the acquisition of RWJ in September 2017, the Company issued a note payable. The note accrues interest at 3.5% per annum, was due on December 31, 2019 and is secured by the assets purchased in the acquisition. The Company contests the validity of the note, as such the note has not been repaid as of December 31, 2020. (See Note 15). The balance of the note at December 31, 2020 is $2,600,000 plus accrued interest of $307,631.

SBA Loan

Alpha Eda

Iliad

Stanley Hills

Discounts on Promissory Note

A roll-forward of the promissory notes and debt discount from December 31, 2018 to December 31, 2020 is below:

	Principal			Debt
	Balance			Discount			Net
Notes payable, December 31, 2018	$	2,699,256		$	—		$	2,699,256
Issued for cash		3,071,261			—			3,071,261
Original issue discount		300,000			—			300,000
Repayment of note payable		(99,256	)		—			(99,256	)
Debt discount related to new convertible notes		—			(300,000	)		(300,000	)
Amortization of debt discounts		—			252,329			252,329
Notes payable, December 31, 2019		5,971,261			(47,671	)		5,923,590
Issued for cash		458,639			—			458,639
Accrued interest and penalties added to notes payable		440,983			—			440,983
Notes payable converted to convertible notes		(3,980,883	)		—			(3,980,883	)
Amortization of debt discounts		—			47,671			47,671
Notes payable, December 31, 2020	$	2,890,000		$	—		$	2,890,000

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Accrued Settlement

12 Months Ended

Dec. 31, 2020

Accrued Settlement

Note 10 – Accrued Settlement

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Derivative Liability

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Derivative Liability

Note 11 – Derivative Liability

The Company uses a weighted average Black-Scholes option pricing model with the following assumptions to measure the fair value of derivative liability at December 31, 2020 and 2019:

	December 31,		December 31,
	2020		2019

Stock price	$	0.017	$	3.080
Risk free rate		0.10%		1.75%
Volatility		275%		650%
Conversion/ Exercise price	$	.008-.0085	$	0.800
Dividend rate		0%		0%

The following table represents the Company’s derivative liability activity for the years ended December 31, 2019 and 2020:

Derivative liability balance, December 31, 2018	$	3,833,506
Issuance of derivative liability during the period		5,721,939
Fair value of beneficial conversion feature of debt converted		(2,264,578	)
Change in derivative liability during the period		(7,290,867	)
Derivative liability balance, December 31, 2019		-
Issuance of derivative liability during the period		5,767,230
Fair value of beneficial conversion feature of debt converted		(2,038,392	)
Change in derivative liability during the period		1,533,610
Derivative liability balance, December 31, 2020	$	5,262,448

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Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity

Note 12 – Stockholders’ Equity

Common Stock

During the year ended December 31, 2020, the Company had the following transactions in its common stock:

●

issued an aggregate of 140,138,107 for the conversion of convertible notes of $1,306,489 and accrued interest of $4,590; and

●

During the year ended December 31, 2019, the Company had the following transactions in its common stock:

●

issued 74,762 shares to an investor for the conversion of $1,357,200 in convertible notes and $62,934 in accrued interest;

●

issued 4,566,214 shares in connection with the cashless exercise of 6,120,000 warrants; and

●

Series B Preferred Shares

As of December 31, 2020, and 2019, there were 45,000 Series B Preferred Shares outstanding.

Series C Preferred Shares

As of December 31, 2020, and 2019, there were 700 Series C Preferred Shares outstanding.

Series D Preferred Shares

As of December 31, 2020, and 2019, there are 0 and 0 shares of Series D Preferred Shares outstanding, respectively.

Series G Preferred Shares

As of December 31, 2020, and 2019, there are 0 and 0 shares of Series G Preferred Shares outstanding, respectively.

Series H Preferred Shares

As of December 31, 2020, and 2019, there are 20,000 shares of Series H Preferred Shares outstanding.

Warrants

The following is a summary of warrant activity.

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Warrants			Exercise		Contractual		Intrinsic
	Outstanding			Price		Life		Value
Outstanding, December 31, 2018		419,167		$	61.00		3.48	$	-
Granted		25,355,000			0.97
Forfeited		-
Exercised		(6,120,000	)		0.50
Outstanding, December 31, 2019		19,654,167		$	1.57		2.76	$	1,111,600
Granted		-
Forfeited		(10,667	)		256.25
Exercised		-
Outstanding, December 31, 2020		19,643,500		$	1.50		1.76	$	-
Exercisable, December 31, 2020		19,643,500		$	1.50		1.76	$	-

The exercise price for warrant outstanding and exercisable at December 31, 2020:

Outstanding				Exercisable
Number of		Exercise		Number of		Exercise
Warrants		Price		Warrants		Price
	15,880,000	$	0.50		15,880,000	$	0.50
	3,000,000		1.85		3,000,000		1.85
	500,000		2.70		500,000		2.70
	20,000		31.90		20,000		31.90
	100,000		50.00		100,000		50.00
	75,000		75.00		75,000		75.00
	50,000		100.00		50,000		100.00
	10,000		235.00		10,000		235.00
	7,500		250.00		7,500		250.00
	1,000		280.00		1,000		280.00
	19,643,500				19,643,500

The fair value of the warrants listed above was determined using the Black-Scholes option pricing model with the following assumptions:

		December 31,
		2019
Risk-free interest rate		1.55%
Expected life of the options		3.1 to 3.6 years
Expected volatility		185%
Expected dividend yield		0%

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Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Note 13 – Income Taxes

At December 31, 2020 and 2019, the significant components of the deferred tax assets are summarized below:

	December 31,			December 31,
	2020			2019
Deferred income tax asset
Net operation loss carryforwards	$	8,232,796		$	7,424,073
Total deferred income tax asset		8,232,796			7,424,074
Less: valuation allowance		(8,232,796	)		(7,424,074	)
Total deferred income tax asset	$	-		$	-

No income tax expense reflected in the consolidated statements of income for the years 2020 and 2019.

The reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2020 and 2019 is as follows:

	2020						2019
	Amount			Percent			Amount			Percent

Federal statutory rates	$	(3,757,564	)		21.0	%	$	(39,166,075	)		21.0	%
State income taxes		(1,431,453	)		8.0	%		(14,920,410	)		8.0	%
Permanent differences		4,380,295			-24.5	%		52,480,331			-28.1	%
Valuation allowance against net deferred tax assets		808,722			-4.5	%		1,606,154			-0.9	%
Effective rate	$	-			0.0	%	$	-			0.0	%

Principles of Consolidation

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

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Related Parties

12 Months Ended

Dec. 31, 2020

Related Parties

Note 13 – Income Taxes

At December 31, 2020 and 2019, the significant components of the deferred tax assets are summarized below:

	December 31,			December 31,
	2020			2019
Deferred income tax asset
Net operation loss carryforwards	$	8,232,796		$	7,424,074
Total deferred income tax asset		8,232,796			7,424,074
Less: valuation allowance		(8,232,796	)		(7,424,074	)
Total deferred income tax asset	$	—		$	—

No income tax expense reflected in the consolidated statements of income for the years 2020 and 2019.

The reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2020 and 2019 is as follows:

	2020						2019
	Amount			Percent			Amount			Percent

Federal statutory rates	$	(3,757,564	)		21.0	%	$	(39,166,075	)		21.0	%
State income taxes		(1,431,453	)		8.0	%		(14,920,410	)		8.0	%
Permanent differences		4,380,295			-24.5	%		52,480,331			-28.1	%
Valuation allowance against net deferred tax assets		808,722			-4.5	%		1,606,154			-0.9	%
Effective rate	$	-			0.0	%	$	-			0.0	%

XML 30 R21.htm IDEA: XBRL DOCUMENT

Contingencies

12 Months Ended

Dec. 31, 2020

Loss Contingency [Abstract]

Contingencies

Note 15 – Contingencies

Legal Proceedings

On or around January 30, 2019, RWJ Advanced Marketing, LLC, Greg Bauer, and Warren Jackson sued the Company and multiple third and related parties in Superior Court of the State of California - County of Los Angeles, General District in connection with the acquisition of UGO in September 2017. The case number is 19STCV03320 (the “Original Lawsuit”). The complaint in the Original Lawsuit alleges breach of contract, among other causes of action. The Company answered the complaint and filed a cross-complaint against the plaintiffs in the case and third parties on or around February 15, 2019. On or about September 10, 2020, the Company through its agent of service was “served” with a complaint (the Company contested service) that was recently filed against the Company and third parties by Robert Warren Jackson and Gregory Bauer in Los Angeles Superior Court Case No.: 20STCV32709 (“Second Lawsuit”). In the Original Lawsuit filed, the court rejected the plaintiff’s claims that they were filing a purported quasi-derivative lawsuit. As such, in this current litigation, the plaintiff is now again claiming the action is a derivative lawsuit. On October 13, 2020, the Second Lawsuit was removed by other defendants into Central District of California (CASE NO. 2:20−cv−09399−RGK−AGR). On February 2, 2021 The Central District of California dismissed the entire Second Lawsuit based on “demand futility”. In the Original lawsuit, the Company filed a cross complaint against the plaintiff and other third parties. Recently, the court has scheduled various hearings and a trial date set for December 27, 2021. It was the Company’s intention to dividend its holdings of its wholly owned subsidiary Ugopherservices Corp. (“UGO”). As UGO is the main dispute in the litigations described above, the Company has elected to sell UGO to a third-party effective July 1, 2020 (See Note 3). On September 17, 2020, the Company terminated Greg Bauer as consultant (resulting from the sale of UGO), which he confirmed in writing.

GBT Technologies, S.A.

On September 14, 2018, the Company entered into an Exclusive Intellectual Property License and Royalty Agreement (the “GBT License Agreement”) with GBT-CR, a fully compliant and regulated crypto currency exchange platform that currently operates in Costa Rica as a decentralized crypto currency platform, pursuant to which, among other things, the Company granted to GBT-CR an exclusive, royalty-bearing right and license relating intellectual property relating to systems and methods of converting electronic transmissions into digital currency as reflected in that certain patent filed with the United Stated Patent and Trademark Office on or about June 14, 2018 (EFS ID: 32893586; Application Number: 16008069; Type: Utility under 35 USC 111(a); Confirmation Number: 6787)(collectively, the “Digital Currently Technology”). Pursuant to the GBT License Agreement, the Company granted GBT-CR an exclusive worldwide license to use the Digital Currency Technology to make, use, sell, lease or otherwise commercialize and dispose of products and devices utilizing the Digital Currently Technology. Under the terms of the GBT License Agreement, the Company is entitled to receive a royalty payment of 2% of gross revenue of each licensed product sold by GBT-CR during the period starting in which revenue is first generated using the licensed products and continuing for five years thereafter. Upon signing the GBT-CR License Agreement, GBT-CR paid the Company $300,000 which is nonrefundable. The Company has recognized the $300,000 as revenue during the years ended December 31, 2018. Upon GBT-CR making available for sale (the “Commercial Event”) an ICO (Initial Coin Offering) (the “Coin”), GBT-CR will make a payment to the Company in the amount of $5,000,000. Further, upon the Commercial Event, GBT-CR will grant the Company the ability to acquire 30% of the Coin at a 30% discount of such offering price of the Coin. The GBT License Agreement commenced as of the signing date and, unless terminated in accordance with the termination provisions of the GBT License Agreement, shall remain in force until the expiration of the patent pertaining to the Digital Currency Technology; provided that the right to use trade secrets shall survive the expiration of the GBT License Agreement provided the Company has not terminated. Prior to the signing of the GBT License Agreement, GBT-CR advanced $200,000 to the Company, which the parties have agreed will be applied toward the $5,000,000 fee when it becomes due. The $200,000 is recorded as unearned revenue at December 31, 2018 and reclassified to accrued expense at December 31, 2019. On February 27, 2020 GBT Technologies, S.A., as successor in interest to Hermes Roll, LLC had notified the Company that it was in default on its Amended and Restated Territorial License Agreement (“ARTLA”) dated June 15, 2015 and that the ARTLA had been cancelled and rescinded.

XML 31 R22.htm IDEA: XBRL DOCUMENT

Concentrations

12 Months Ended

Dec. 31, 2020

Risks and Uncertainties [Abstract]

Concentrations

Note 16 – Concentrations

Concentration of Credit Risk

XML 32 R23.htm IDEA: XBRL DOCUMENT

Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

Note 17 – Subsequent Events

Management has evaluated events that occurred subsequent to the end of the reporting period shown herein:

XML 33 R24.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Principles of Consolidation

Cash Equivalents

Cash Equivalents

Cash Held in Trust

Cash Held in Trust

Long-Lived Assets

Long-Lived Assets

Marketable Equity Securities

Marketable Equity Securities

Note Receivable

Note Receivable

Derivative Financial Instruments

Derivative Financial Instruments

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2020, the Company’s only derivative financial instrument was an embedded conversion feature associated with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage of the Company’s stock price at the date of conversion. During the year ended December 31, 2019, the convertible notes with embedded conversion features were settled; therefore, there was no derivative liability at December 31, 2019.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

●

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

●

Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement.

At December 31, 2020 and 2019, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value:

	Fair Value		Fair Value Measurements at
	As of		December 31, 2020
Description	December 31, 2020		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Marketable equity security - Surge Holdings, Inc.	$	649,000	$	-	$	649,000	$	-

Conversion feature on convertible notes	$	5,262,448	$	-	$	5,262,448	$	-

	Fair Value		Fair Value Measurements at
	As of		December 31, 2019
Description	December 31, 2019		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Marketable equity security - Surge Holdings, Inc.	$	1,000,000	$	-	$	1,000,000	$	-

Treasury Stock

Treasury Stock

Stock Loan Receivable

Stock Loan Receivable

Revenue Recognition

Revenue Recognition

Revenue is recognized under Topic 606 as follows:

●

executed contracts with the Company’s customers that it believes are legally enforceable;

●

identification of performance obligations in the respective contract;

●

determination of the transaction price for each performance obligation in the respective contract;

●

allocation the transaction price to each performance obligation; and

●

recognition of revenue only when the Company satisfies each performance obligation.

These five elements, as applied to each of the Company’s revenue category, is summarized below:

●

IT services - revenue is recorded on a monthly basis as services are provided; and

●

License fees and Royalties – revenue is recognized based on the terms of the agreement with its customer.

Unearned revenue

Unearned revenue

Income Taxes

Income Taxes

Basic and Diluted Earnings Per Share

Basic and Diluted Earnings Per Share

	December 31,		December 31,
	2020		2019
Series B preferred stock		30		30
Series C preferred stock		8		8
Series H preferred stock		1,000,000		1,000,000
Warrants		19,643,500		19,654,167
Convertible notes		481,351,062		1,100,000
Total		501,994,600		21,754,205

Management's Evaluation of Subsequent Events

Management’s Evaluation of Subsequent Events

Recent Accounting Pronouncements

Recent Accounting Pronouncements

XML 34 R25.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of Fair Value Measurements

At December 31, 2020 and 2019, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value:

	Fair Value		Fair Value Measurements at
	As of		December 31, 2020
Description	December 31, 2020		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Marketable equity security - Surge Holdings, Inc.	$	649,000	$	-	$	649,000	$	-

Conversion feature on convertible notes	$	5,262,448	$	-	$	5,262,448	$	-

	Fair Value		Fair Value Measurements at
	As of		December 31, 2019
Description	December 31, 2019		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Marketable equity security - Surge Holdings, Inc.	$	1,000,000	$	-	$	1,000,000	$	-

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potentially-dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

	December 31,		December 31,
	2020		2019
Series B preferred stock		30		30
Series C preferred stock		8		8
Series H preferred stock		1,000,000		1,000,000
Warrants		19,643,500		19,654,167
Convertible notes		481,351,062		1,100,000
Total		501,994,600		21,754,205

XML 35 R26.htm IDEA: XBRL DOCUMENT

Discontinued Operations; Note Receivable (Tables)

12 Months Ended

Dec. 31, 2020

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

	Years Ended December 31,
	2020			2019
Revenue	$	8,291,842		$	42,998,336
Cost of revenue		7,900,122			41,596,118
Gross Profit		391,720			1,402,218
Operating expenses		408,644			2,477,084
Loss from operations		(16,924	)		(1,074,866	)
Other income (expenses)		-			(3	)
Net loss	$	(16,924	)	$	(1,074,869	)

The assets and liabilities of the discontinued operations at December 31, 2020 and 2019 are summarized below:

	December 31,		December 31,
	2020		2019

Current assets	$	-	$	89,123
Property and equipment		-		117,686
Total assets	$	-	$	206,809

Current liabilities	$	-	$	1,151,073
Total liabilities	$	-	$	1,151,073

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3A
-URI http://asc.fasb.org/extlink&oid=109226691&loc=SL51724579-110230

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109222650&loc=d3e1474-107760

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5D
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721677-107760

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
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Accounts Payable and Accrued Expenses

XML 36 R27.htm IDEA: XBRL DOCUMENT

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2020

Payables and Accruals [Abstract]

Note 7 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at December 31, 2020 and 2019 consist of the following:

	2020		2019
Accounts payable	$	1,045,778	$	535,481
Accrued interest		1,876,005		980,034
Deposits		249,675		249,094
Other		182,200		50,000
	$	3,353,658	$	1,814,609

XML 37 R28.htm IDEA: XBRL DOCUMENT

Equity Investment in GBT Technologies, S.A. (Tables)

12 Months Ended

Dec. 31, 2020

Equity Investment Information regarding GBT-CR

Information regarding GBT-CR as of and for the year ended December 31, 2019 is below:

Current assets	$	979,389
Total assets		7,013,772
Current liabilities		359,040
Total liabilities		2,645,706
Total stockholders' equity		4,368,066

Revenue	$	4,138,496
Operating expenses		3,103,691
Other expenses		398,501
Net income		636,304

XML 38 R29.htm IDEA: XBRL DOCUMENT

Convertible Notes Payable (Tables)

12 Months Ended

Dec. 31, 2020

Notes Payable [Abstract]

Summary of Convertible notes payable

Convertible notes payable at December 31, 2020 and 2019 consist of the following:

	December 31,			December 31,
	2020			2019
Convertible note payable to GBT Technologies	$	10,000,000		$	10,000,000
Convertible note payable to Glen Eagle		-			1,000,000
Convertible note payable to Power Up		-			-
Convertible notes payable to Redstart Holdings		347,400			-
Convertible note payable to Stanley Hills		1,009,469			-
Convertible note payable to Iliad		2,431,841			-
Total convertible notes payable		13,788,710			11,000,000
Unamortized debt discount		(362,004	)		-
Convertible notes payable		13,426,706			11,000,000
Less current portion		(3,426,706	)		-
Convertible notes payable, long-term portion	$	10,000,000		$	11,000,000

Rollfoward of convertible note

A roll-forward of the convertible notes payable and debt discount from December 31, 2018 to December 31, 2020 is below:

	Principal			Debt
	Balance			Discount			Net
Convertible notes payable, December 31, 2018	$	3,431,200		$	(3,233,124	)	$	198,076
Issued for cash		3,000,000			—			3,000,000
Issued for acquisition		10,000,000			—			10,000,000
Issued for services		1,000,000			—			1,000,000
Original issue discount		336,000			—			336,000
Conversion to common stock		(1,357,200	)		—			(1,357,200	)
Debt discount related to new convertible notes		—			(3,336,000	)		(3,336,000	)
Reduction in convertible note due to legal settlement		(5,410,000	)		—			(5,410,000	)
Amortization of debt discounts		—			6,569,124			6,569,124
Convertible notes payable, December 31, 2019		11,000,000			—			11,000,000
Issued for cash		820,958			—			820,958
Accrued interest added to convertible note		204,858			—			204,858
Exchange of convertible note for other company assets		(1,000,000	)		—			(1,000,000	)
Notes payable converted to convertible notes		3,980,883			—			3,980,883
Original issue discount		88,500			—			88,500
Conversion to common stock		(1,306,489	)		—			(1,306,489	)
Debt discount related to new convertible notes		—			(4,511,883	)		(4,511,883	)
Amortization of debt discounts		—			4,149,879			4,149,879
Convertible notes payable, December 31, 2020	$	13,788,710		$	(362,004	)	$	13,426,706

XML 39 R30.htm IDEA: XBRL DOCUMENT

Note Payable (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Notes payable

Notes payable at December 31, 2020 and December 31, 2019 consist of the following:

	December 31,			December 31,
	2020			2019
RWJ acquisition note	$	2,600,000		$	2,600,000
Promissory note to Iliad		-			2,325,000
Promissory note to Stanley Hills		-			1,046,261
SBA loan		150,000			-
Promissory note to Alpha Eda		140,000			-
Total notes payable		2,890,000			5,971,261
Unamortized debt discount		-			(47,671	)
Notes payable		2,890,000			5,923,590
Less current portion		(2,741,737	)		-
Notes payable, long-term portion	$	148,263		$	5,923,590

Rollfoward of note payable

A roll-forward of the promissory notes and debt discount from December 31, 2018 to December 31, 2020 is below:

	Principal			Debt
	Balance			Discount			Net
Notes payable, December 31, 2018	$	2,699,256		$	—		$	2,699,256
Issued for cash		3,071,261			—			3,071,261
Original issue discount		300,000			—			300,000
Repayment of note payable		(99,256	)		—			(99,256	)
Debt discount related to new convertible notes		—			(300,000	)		(300,000	)
Amortization of debt discounts		—			252,329			252,329
Notes payable, December 31, 2019		5,971,261			(47,671	)		5,923,590
Issued for cash		458,639			—			458,639
Accrued interest and penalties added to notes payable		440,983			—			440,983
Notes payable converted to convertible notes		(3,980,883	)		—			(3,980,883	)
Amortization of debt discounts		—			47,671			47,671
Notes payable, December 31, 2020	$	2,890,000		$	—		$	2,890,000

XML 40 R31.htm IDEA: XBRL DOCUMENT

Derivative Liability (Tables)

12 Months Ended

Dec. 31, 2020

Assumptions to measure fair value

The Company uses a weighted average Black-Scholes option pricing model with the following assumptions to measure the fair value of derivative liability at December 31, 2020 and 2019:

	December 31,		December 31,
	2020		2019

Stock price	$	0.017	$	3.080
Risk free rate		0.10%		1.75%
Volatility		275%		650%
Conversion/ Exercise price	$	.008-.0085	$	0.800
Dividend rate		0%		0%

Schedule of Derivative Liabilities at Fair Value

The following table represents the Company’s derivative liability activity for the years ended December 31, 2019 and 2020:

Derivative liability balance, December 31, 2018	$	3,833,506
Issuance of derivative liability during the period		5,721,939
Fair value of beneficial conversion feature of debt converted		(2,264,578	)
Change in derivative liability during the period		(7,290,867	)
Derivative liability balance, December 31, 2019		-
Issuance of derivative liability during the period		5,767,230
Fair value of beneficial conversion feature of debt converted		(2,038,392	)
Change in derivative liability during the period		1,533,610
Derivative liability balance, December 31, 2020	$	5,262,448

XML 41 R32.htm IDEA: XBRL DOCUMENT

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Summary of warrant activity

The following is a summary of warrant activity.

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Warrants			Exercise		Contractual		Intrinsic
	Outstanding			Price		Life		Value
Outstanding, December 31, 2018		419,167		$	61.00		3.48	$	-
Granted		25,355,000			0.97
Forfeited		-
Exercised		(6,120,000	)		0.50
Outstanding, December 31, 2019		19,654,167		$	1.57		2.76	$	1,111,600
Granted		-
Forfeited		(10,667	)		256.25
Exercised		-
Outstanding, December 31, 2020		19,643,500		$	1.50		1.76	$	-
Exercisable, December 31, 2020		19,643,500		$	1.50		1.76	$	-

Summary of exercise price for warrant outstanding

The exercise price for warrant outstanding and exercisable at December 31, 2020:

Outstanding				Exercisable
Number of		Exercise		Number of		Exercise
Warrants		Price		Warrants		Price
	15,880,000	$	0.50		15,880,000	$	0.50
	3,000,000		1.85		3,000,000		1.85
	500,000		2.70		500,000		2.70
	20,000		31.90		20,000		31.90
	100,000		50.00		100,000		50.00
	75,000		75.00		75,000		75.00
	50,000		100.00		50,000		100.00
	10,000		235.00		10,000		235.00
	7,500		250.00		7,500		250.00
	1,000		280.00		1,000		280.00
	19,643,500				19,643,500

Schedule of Assumptions

The fair value of the warrants listed above was determined using the Black-Scholes option pricing model with the following assumptions:

		December 31,
		2019
Risk-free interest rate		1.55%
Expected life of the options		3.1 to 3.6 years
Expected volatility		185%
Expected dividend yield		0%

XML 42 R33.htm IDEA: XBRL DOCUMENT

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Components of deferred tax assets

At December 31, 2020 and 2019, the significant components of the deferred tax assets are summarized below:

	December 31,			December 31,
	2020			2019
Deferred income tax asset
Net operation loss carryforwards	$	8,232,796		$	7,424,074
Total deferred income tax asset		8,232,796			7,424,074
Less: valuation allowance		(8,232,796	)		(7,424,074	)
Total deferred income tax asset	$	—		$	—

Schedule of Effective Income Tax Rate Reconciliation

The reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2020 and 2019 is as follows:

	2020						2019
	Amount			Percent			Amount			Percent

Federal statutory rates	$	(3,757,564	)		21.0	%	$	(39,166,075	)		21.0	%
State income taxes		(1,431,453	)		8.0	%		(14,920,410	)		8.0	%
Permanent differences		4,380,295			-24.5	%		52,480,331			-28.1	%
Valuation allowance against net deferred tax assets		808,722			-4.5	%		1,606,154			-0.9	%
Effective rate	$	-			0.0	%	$	-			0.0	%

XML 43 R34.htm IDEA: XBRL DOCUMENT

Organization and Nature of Business (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reverse stock split	1 for 100
Accumulated deficit	$ (270,651,339)	$ (252,656,451)
Working capital deficit	$ (27,710,040)

XML 44 R35.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Details 1) - Surge Holdings [Member] - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Marketable equity security	$ 649,000	$ 1,000,000
Conversion feature on convertible notes	5,262,448
Fair Value, Inputs, Level 1 [Member]
Marketable equity security
Conversion feature on convertible notes
Fair Value, Inputs, Level 2 [Member]
Marketable equity security	649,000	1,000,000
Conversion feature on convertible notes	5,262,448
Fair Value, Inputs, Level 3 [Member]
Marketable equity security
Conversion feature on convertible notes

XML 45 R36.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Details 2) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Convertible note	481,351,062	1,100,000
Number of potentially dilutive securities	501,994,600	21,754,205
Warrant [Member]
Number of potentially dilutive securities	19,643,500	19,654,167
Series B Convertible Preferred Stock [Member]
Preferred shares	30	30
Series C Convertible Preferred Stock [Member]
Preferred shares	8	8
Series H Convertible Preferred Stock [Member]
Preferred shares	1,000,000	1,000,000

XML 46 R37.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		12 Months Ended
	Jan. 08, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Cash equivalents		$ 0	$ 0
Impairment of long-lived assets		0	0
Derivative financial instruments		0	0
Number of restricted shares pledged	200,267
Value of restricted shares	$ 7,610,147
Unearned revenue		249,094	249,094
Uncertain tax positions		$ 0	$ 0
Cash received in connection with intellectual property license and royalty agreement				$ 200,000
Notes Receivable [Member]
Maturity date		Dec. 31, 2021
Interest rate		6.00%
Impairment charge		$ 100,000

XML 47 R38.htm IDEA: XBRL DOCUMENT

Discontinued Operations; Note Receivable (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating expenses	$ 7,952,836	$ 176,637,100
Loss from operations	(7,772,836)	(176,457,100)
Other income (expenses)	(11,206,839)	(10,354,953)
Net loss	(17,994,888)	(186,505,119)
Discontinued Operations [Member]
Revenue	8,291,842	42,998,336
Cost of revenue	7,900,122	41,596,118
Gross Profit	391,720	1,402,218
Operating expenses	408,644	2,477,084
Loss from operations	(16,924)	(1,074,866)
Other income (expenses)	0	(3)
Net loss	$ (16,924)	$ (1,074,869)

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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Discontinued Operations; Note Receivable (Details 1) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
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Discontinued Operations [Member]
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Property and equipment	0	117,686
Total assets	0	206,809
Current liabilities	0	1,151,073
Total liabilities	$ 0	$ 1,151,073

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