Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 19, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-62216 | ||
Entity Registrant Name | Health Discovery Corp | ||
Entity Central Index Key | 0001141788 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,500,000 | ||
Entity Common Stock, Shares Outstanding | 404,044,937 | ||
Incorporation state | GA |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 917 | $ 2,296 |
Prepaid expenses | 15 | 17 |
Total current assets | 932 | 2,313 |
Patents, net of accumulated amortization of $3,986 | 0 | 0 |
Total assets | 932 | 2,313 |
Current liabilities: | ||
Accounts payable | 128 | 21 |
Accrued wages | 0 | 440 |
Dividends payable | 207 | 207 |
Accrued interest | 10 | 17 |
Common stock warrants liability | 0 | 1,898 |
Convertible debt | 212 | 200 |
Total current liabilities | 557 | 2,783 |
Total liabilities | 557 | 2,783 |
Commitments | ||
Stockholders' equity (deficit): | ||
Convertible preferred stock, no par value, 90,000,000 and 45,000,000 shares authorized: 20,991,891 and 0 issued and outstanding as of December 31, 2020 and 2019, respectively | 217 | 0 |
Common stock, no par value, 900,000,000 and 450,000,000 shares authorized: 404,044,937 and 388,646,386 shares issued and outstanding as December 31, 2020 and 2019, respectively | 30,297 | 28,910 |
Accumulated deficit | (30,139) | (29,380) |
Total stockholders' equity (deficit) | 375 | (470) |
Total liabilities and stockholders' equity (deficit) | $ 932 | $ 2,313 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 90,000,000 | 45,000,000 |
Preferred stock, shares issued | 20,991,891 | 0 |
Preferred stock, shares outstanding | 20,991,891 | 0 |
Common stock, no par value | ||
Common stock, shares authorized | 900,000,000 | 450,000,000 |
Common stock, shares issued | 404,044,937 | 388,646,386 |
Common stock, shares outstanding | 404,044,937 | 388,646,386 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 1,000 | $ 1,519,000 |
Operating expenses: | ||
Amortization | 0 | 153,000 |
Professional and consulting fees | 266,000 | 84,000 |
Legal fees | 425,000 | 87,000 |
Compensation | 456,000 | 371,000 |
Other general and administrative expenses | 596,000 | 745,000 |
Total operating expenses | 1,743,000 | 1,440,000 |
(Loss) income from operations | (1,742,000) | 79,000 |
Other (expense) income, net: | ||
Interest income | 1,000 | 0 |
Interest expense | (10,000) | (37,000) |
Proceeds from arbitration, net | 0 | 1,519,000 |
Change in fair value of common stock warrants liability | 992,000 | 0 |
Other income, net | 983,000 | 1,482,000 |
Net (loss) income | $ (759,000) | $ 1,561,000 |
Net (loss) income per share: Basic | $ (0.002) | $ 0.005 |
Net (loss) income per share: Diluted | $ (0.002) | $ 0.004 |
Weighted average shares outstanding: Basic | 397,632,390 | 294,642,078 |
Weighted average shares outstanding: Diluted | 397,632,390 | 369,916,661 |
Licensing and Developing [Member] | ||
Total revenue | $ 1,000 | $ 19,000 |
Licensing revenue from arbitration [Member] | ||
Total revenue | $ 0 | $ 1,500,000 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock | Common Stock | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2018 | 30,000,000 | 271,718,989 | ||
Beginning balance, value at Dec. 31, 2018 | $ 900 | $ 29,047 | $ (30,941) | $ (994) |
Series C preferred stock converted to common stock, shares | (30,000,000) | 30,000,000 | ||
Series C preferred stock converted to common stock, value | $ (900) | $ 900 | ||
Convertible debt converted to common stock, shares | 86,927,397 | |||
Convertible debt converted to common stock, value | $ 348 | 348 | ||
Reclassification of common stock warrants liability | (1,898) | (1,898) | ||
Stock-based compensation expense | $ 513 | 513 | ||
Net income (loss) | 1,561 | 1,561 | ||
Ending balance, shares at Dec. 31, 2019 | 0 | 388,646,386 | ||
Ending balance, value at Dec. 31, 2019 | $ 0 | $ 28,910 | (29,380) | (470) |
Promissory note and accrued interest converted to Series D convertible preferred stock, shares | 20,991,891 | |||
Promissory note and accrued interest converted to Series D convertible preferred stock, value | $ 217 | 217 | ||
Issuance of common stock in settlement of accrued wages, shares | 15,398,551 | |||
Issuance of common stock in settlement of accrued wages, value | $ 213 | 213 | ||
Reclassification of common stock warrants liability | 906 | 906 | ||
Stock-based compensation expense | $ 268 | 268 | ||
Net income (loss) | (759) | (759) | ||
Ending balance, shares at Dec. 31, 2020 | 2,099,191 | 404,044,937 | ||
Ending balance, value at Dec. 31, 2020 | $ 217 | $ 30,297 | $ (30,139) | $ 375 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net (loss) income | $ (759,000) | $ 1,561,000 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Amortization | 0 | 153,000 |
Stock-based compensation expense | 268,000 | 513,000 |
Change in fair value of common stock warrants liability | (992,000) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 2,000 | (17,000) |
Accounts payable | 107,000 | (127,000) |
Accrued wages | (15,000) | 100,000 |
Accrued interest | 10,000 | 38,000 |
Deferred revenue | 0 | (18,000) |
Net cash (used in) provided by operating activities | (1,379,000) | 2,203,000 |
Cash flows from financing activities | ||
Proceeds from convertible debt | 0 | 93,000 |
Net cash provided by financing activities | 0 | 93,000 |
Net (decrease) increase in cash | (1,379,000) | 2,296,000 |
Cash, beginning of year | 2,296,000 | 0 |
Cash, end of year | 917,000 | 2,296,000 |
Non-cash Financing and Investing Activities | ||
Conversion of accrued wages to common stock | 213,000 | 0 |
Conversion of accrued wages to convertible debt | 212,000 | 0 |
Conversion of Series C convertible preferred stock to common stock | 0 | 900,000 |
Conversion of debt to Series D convertible preferred stock | 217,000 | 0 |
Conversion of debt to common stock | 0 | 348,000 |
Reclassification of common stock warrants liability | $ 906,000 | $ 1,898,000 |
1. Basis of Presentation
1. Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1 - BASIS OF PRESENTATION Health Discovery Corporation (the “Company”) is a machine learning company that uses advanced mathematical techniques to analyze large amounts of data to uncover patterns that might otherwise be undetectable. The Company operates primarily in the field of molecular diagnostics where such tools are critical to scientific discovery. The terms artificial intelligence and machine learning are sometimes used to describe pattern recognition tools. Our mission is to use our patents and clinical partnerships principally to identify patterns that can advance the science of medicine, as well as to advance the effective use of our technology in other diverse business disciplines, including the high-tech, financial, and healthcare technology markets. Our historical foundation lies in the molecular diagnostics field where we have made a number of discoveries that may play a role in developing more personalized approaches to the diagnosis and treatment of certain diseases. However, our Support Vector Machines (“SVM”) assets in particular have broad applicability in many other fields. Intelligently applied, our pattern recognition technology can be a portal between enormous amounts of otherwise undecipherable data and truly meaningful discovery. Our principal asset is our intellectual property, which includes advanced mathematical algorithms called SVM, as well as biomarkers that we discovered by applying our SVM techniques to complex genetic and proteomic data. Biomarkers are biological indicators or genetic expression signatures of certain disease states. Our intellectual property is protected by 22 patents that have been issued or are currently pending around the world. During the year ended December 31, 2020, nine patents expired per the terms of the original issuance. Our business model has evolved over time to respond to business trends that intersect with our technological expertise and our capacity to professionally manage these opportunities. In the beginning, we sought only to use our SVMs internally in order to discover and license our biomarker signatures to various diagnostic and pharmaceutical companies. Today, our commercialization efforts include: utilization of our discoveries and knowledge to help develop diagnostic and prognostic predictive tests; licensing of the SVM technologies directly to diagnostic companies; and, the potential formation of new ventures with domain experts in other fields where our pattern recognition technology holds commercial promise. The accounting principles followed by the Company and the methods of applying these principles conform with accounting principles generally accepted in the United States of America (“GAAP”). Liquidity and Going Concern The Company has prepared its financial statements on a “going concern” basis, which presumes that it will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon our licensing arrangements with third parties, achieving profitable operations, obtaining additional financing, successfully bringing the Company’s technologies to the market and successfully pursuing infringement opportunities. The outcome of these matters cannot be predicted at this time. The Company’s financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classifications of the assets and liabilities that might be necessary should the Company be unable to continue in business. If the going concern assumption was not appropriate for the Company’s financial statements then adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments may be material. At December 31, 2020, the Company had approximately $917,000 and on March 19, 2021, the Company had approximately $750,000 cash on hand. As a result, the Company estimates cash will be depleted in less than one year from the date that these financial statements are available to be issued, if the Company does not generate sufficient cash to support operations. The Company’s plan to have sufficient cash to support operations is comprised of generating revenue through providing services related to those patents, pursuing infringement opportunities and obtaining additional equity or debt financing. While the Company believes these efforts may increase the value of the Company, there is no guarantee the Company will be successful in these efforts. Estimates and assumptions In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ significantly from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to the outbreak of a novel strain of the coronavirus (“COVID-19”). Segments Our chief executive officer and president, in making decisions regarding resource allocation and assessing performance, views our operations and manages our business as one operating segment. |
2. Significant Accounting Polic
2. Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – SIGNIFICANT ACCOUNTING POLICIES Patents Initial costs paid to purchase patents are capitalized and amortized using the straight-line method over the remaining life of the patent, generally 17 years, beginning on the date the patent is issued. Annual patent maintenance costs and annual license and renewal registration fees are expensed as period costs. If the applied for patents are abandoned or are not issued, the Company will expense the costs capitalized to date in the period of abandonment or earlier if abandonment appears probable. The carrying value of patents is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There was no amortization charged to operations for the year ended December 31, 2020. As of December 31, 2020, and 2019, there were no impairments to the Company’s patent assets, which are fully amortized. The Company has analyzed the respective carrying value of our patent portfolio at December 31, 2020 and 2019 and has concluded that the portfolio was properly valued during these periods. Common Stock Warrants Liability The Company has, from time to time beginning in 2014, issued convertible preferred stock, preferred stock warrants, common stock, common stock warrants, and fully vested options to purchase shares of common stock in excess of its available shares of underlying stock to be issued. In the event the number of shares or warrants of common stock granted exceeds the number of shares available if the holders exercised all of the previously issued outstanding options and warrants, the Company accounts for this excess as a derivative which is recorded as a common stock warrants liability, which is adjusted to fair value at the end of each reporting period. If and when the Company authorizes sufficient shares of common stock and preferred stock, the common stock warrants liability is reclassified to equity at the fair value of the liability at the date of reclassification. The Company accounts for the See further discussion in Note 6 – Statement of Stockholders’ Equity (Deficit) and Note 7– Common Stock Warrants Liability. Stock-based Compensation Stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the requisite service period using the straight-line method. Valuation and Amortization Method Expected Term Expected Volatility – Risk-Free Interest Rate Cash Cash includes cash deposited with financial institutions. Periodically, we maintain deposits in financial institutions in excess of government-insured limits. We believe we are not exposed to significant credit risk and to date, we have not realized any losses on these deposits. Fair value measurement The carrying values of our prepaid expenses, accounts payable, accrued wages, and accrued liabilities approximate their recorded values due to the short-term nature of these instruments. The common stock warrants liability is recorded based upon the number of warrants which exceed the number of common shares available to meet the exercised options and warrants using the Black-Scholes option-pricing model. Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for future tax benefits and expenses or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income for the years in which those temporary differences are expected to be recovered or settled. In the event the future tax consequences of differences between the financial reporting bases and tax bases of the Company’s assets and liabilities result in deferred tax assets, an evaluation is made of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some portion or all of the deferred tax asset will not be realized. In assessing the probability of realizing the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. Revenue Revenue is generated through the sale or license of patented technology and processes and from services provided through development agreements. These arrangements are generally governed by contracts that dictate responsibilities and payment terms. The Company recognizes revenues as they are earned over the duration of a license agreement once all contractual obligations have been fulfilled. If a license agreement has an undetermined or unlimited life, the revenue is recognized over the remaining expected life of the patents. Revenue is recognized under development agreements in the period the services are performed. Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five-step analysis: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step analysis to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. |
3. Net Income (Loss) Per Share
3. Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 3 – NET INCOME (LOSS) PER SHARE Basic earnings per share (“EPS”) is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options, convertible promissory notes payable, convertible preferred stock, and warrants. The computation of basic and diluted earnings per share was as follows: Year Ended December 31, 2020 2019 Net (loss) income, in thousands $ (759 ) $ 1,561 Weighted average shares outstanding - basic 397,632,390 294,642,078 Effect of dilutive securities: Options and warrants – 55,968,330 Convertible debt – 19,306,253 Series D convertible preferred stock – – Weighted average shares outstanding - diluted 397,632,390 369,916,661 (Loss) earnings per share: Basic $ (0.002 ) $ 0.005 Diluted $ (0.002 ) $ 0.004 Anti-dilutive shares excluded: Shares issuable on conversion of options and warrants 47,192,095 – Shares issuable on conversion of convertible debt 16,117,431 – Shares issuable on conversion of Series D convertible preferred stock 20,991,891 – The dilutive effect of 21,300,683 and 1,382,545 options and warrants were excluded from diluted weighted average shares during years ended December 31, 2020 and 2019, respectively, because the strike or conversion price was below the average share price during the related period. |
4. Stock-Based Compensation and
4. Stock-Based Compensation and Other Equity Based Payments | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stock-Based Compensation and Other Equity Based Payments | Note 4 – STOCK-BASED COMPENSATION and other EQUITY BASED PAYMENTS In connection with their election to the Company’s Board of Directors at the Annual Shareholder Meeting and in recognition of their continuing contributions to the Company, in June 2020, the Company granted to certain of the directors each a one-time cash payment of $20,000 as well as an option to purchase 3,000,000 shares of the Company’s common stock. Additionally, the Chairman of the Board and the President and Chief Operating Officer were each granted an option to purchase 5,000,000 shares and 4,500,000, respectively, of the Company’s common stock. The option grants are consistent with what has been granted to other board members and management of the Company. The options immediately vested, have an exercise price of $0.0138 and expire on June 1, 2030. The exercise price was based upon the closing price of the Company’s common stock on the date of the option grant. The fair value of each option granted was $0.0125 and was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: dividend yield at 0%, risk-free interest rate of 1.84%, an expected life of 5 years, and volatility of 147%. The aggregate value of $268,000 related to the options granted was charged to stock-based compensation expense during the second quarter of 2020. As of December 31, 2020, there was no unrecognized cost related to stock option grants because the outstanding option awards either completed their vesting schedule or the option awards immediately vested. As the market closing price was $0.0452 on December 31, 2020, there was $4.0 million aggregate intrinsic value of all options and warrants outstanding and exercisable as of that date. Stock-based compensation expense recorded in the financial statements was the following (in thousands): Year Ended December 31, 2020 2019 Stock-based compensation $ 268 $ 513 The following schedule summarizes stock option information as of December 31, 2020 and 2019: Shares Weighted-Average Outstanding, December 31, 2018 34,375,000 $ 0.0300 Granted 8,000,000 0.0700 Exercised – – Forfeited – – Outstanding, December 31, 2019 42,375,000 $ 0.0308 Granted 21,500,000 0.0138 Exercised – – Forfeited – – Outstanding and exercisable, December 31, 2020 63,875,000 $ 0.0245 The Company has outstanding the following common stock warrants: Shares Weighted-Average Outstanding, December 31, 2018 74,000,000 $ 0.0328 Granted – – Exercised – – Forfeited – – Outstanding, December 31, 2019 74,000,000 $ 0.0328 Granted 41,983,781 0.0103 Exercised – – Forfeited – – Outstanding, December 31, 2020 115,983,781 $ 0.0247 |
5. Patents
5. Patents | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | Note 5 – PATENTS The Company’s principal asset is its intellectual property, which includes advanced mathematical algorithms called Support Vector Machines (“SVM”), as well as biomarkers that we discovered by applying its SVM techniques to complex genetic and proteomic data. Biomarkers are biological indicators or genetic expression signatures of certain disease states. The Company’s intellectual property is protected by 22 patents that have been issued or are currently pending around the world. During the year ended December 31, 2020, nine patents expired per the terms of the original issuance. The remaining 22 patents have expirations ranging from 2021 to 2032. Initial costs paid to purchase patents are capitalized and amortized using the straight-line method over the remaining life of the patent. Amortization charged to operations for the year ended December 31, 2019 totaled $153,000. There was no amortization charged to operations for the year ended December 31, 2020. Annual patent maintenance costs and annual license and renewal registration fees are expensed as period costs. |
6. Stockholders' Equity (Defici
6. Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Note 6 – STOCKHOLDERS’ EQUITY (DEFICIT) Authorized capital At December 31, 2020, the Company’s authorized capital consisted of 450,000,000 shares of common stock and 45,000,000 shares of preferred stock. In May 2020, the Company’s Articles of Incorporation were amended to increase the number of authorized shares of common stock to 900,000,000 and to increase the number of authorized shares of preferred stock to 90,000,000. Series B Preferred Stock The Company sold to individual investors a total of 19,402,675 shares of Series B preferred stock for $1,490,015, net of associated expenses, in 2009. The Series B preferred stock was converted into common stock of the Company in the fourth quarter of 2014, which was the fifth anniversary of the date of issuance as outlined in the original purchase agreement. Dividends have been accrued for the Series B preferred stock in the amount of $373,346 as of December 31, 2014. The Company gave the Series B holders the choice of either (1) common stock for the amount of the dividend accrued based upon the price of $0.05 per share or (2) to defer payment of the dividend in cash until the Company is able to pay, at the sole discretion of the Company. During the first quarter of 2015, $166,709 in dividends were paid with the issuance of 3,334,179 shares of common stock. The remaining accrued dividend is recorded as a current liability in the amount of $206,637 as of December 31, 2020. Series C Preferred Stock In the fourth quarter of 2013, the Board of Directors authorized the issuance of Series C preferred shares in private placement transactions. As of December 31, 2014, and 2015, the Company had issued a total of 6,640,000 and 30,000,000 preferred shares, respectively. The Series C preferred shares were fully subscribed in the third quarter 2015. The Company received total net proceeds of $900,000, of which $568,000 was received during the year ended December 31, 2015. The Series C preferred shares were accompanied by $0.03 warrants and $0.03 contingency warrants. The contingency warrants were to be issued only if the Company had not attained profitability by the end of the first quarter 2016. Because the Company did not attain profitability by the end of first quarter 2016, the contingency warrants were issued. The warrant holders must exercise fifty percent of the warrants if the market price for the Company’s common stock is $0.20 for a period of thirty consecutive calendar days. The holders must also exercise fifty percent of the warrants if the market price for the Company’s common stock is $0.30 for a period of thirty consecutive calendar days. The warrants were valued at $0.022 each using the Black Scholes Method. The Series C preferred stock were to be converted into common stock of the Company at the option of the holder, without the payment of additional consideration by the holder. The shares of Series C preferred stock must be converted into common stock of the Company either by the demand by the shareholder or at the fifth anniversary of the date of issuance. During the first quarter of 2019, the Series C preferred stock was converted to common stock. Series D Preferred Stock The Company’s Series D preferred stock has the following rights and preferences: Dividend rights pari passu Voting rights Conversion rights Liquidation rights pari passu In February 2020, the Company effected the conversion of its $200,000 outstanding promissory note, plus accrued interest of $16,688, into shares of its Series D convertible preferred stock. The note holders retain their outstanding warrants to purchase an aggregate of 41,983,781 shares of the Company’s common stock at a weighted average price of $0.0103. Each warrant expires on July 31, 2029. Common Stock In June 2020, the Chairman of the Board and the Company entered into an agreed upon settlement whereby accrued wages of $212,500 were immediately converted into 15,398,551 shares of the Company’s common stock at a conversion price of $0.0138. All of these issuances of equity securities were made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended. As of December 31, 2020, the Company had 179,858,781 options and warrants outstanding with exercise prices ranging from $0.003 to $0.070. In comparison, as of December 31, 2019, the Company had 116,375,000 options and warrants outstanding with exercise prices ranging from $0.003 to $0.070. |
7. Common Stock Warrants Liabil
7. Common Stock Warrants Liability | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Common Stock Warrants Liability | Note 7 – COMMON STOCK WARRANTS LIABILITY The common stock warrants liability is recorded based upon the vested number of warrants or other equity-linked instruments outstanding which exceed the number of authorized shares available to meet the assumed exercise or conversion of such instruments at each reporting period. The common stock warrants liability is recorded based upon the number of warrants which exceed the number of common shares available to meet the exercised options and warrants using the Black-Scholes option-pricing model. In the year ended December 31, 2020, the Company recorded other income of $992,000 related to the change in fair value of the common stock warrants liability. At December 31, 2020, the common stock warrants liability is zero as the Company has adequate authorized shares available to meet the assumed exercise or conversion of its issued options, warrants, convertible debt and convertible preferred stock. The following table presents a reconciliation of the Company’s common stock warrants liability for the year ended December 31, 2020 (in thousands): Common Stock Warrants Liability Balance, December 31, 2018 $ – Common stock warrants liability 1,898 Balance, December 31, 2019 $ 1,898 Change in fair value of common stock warrants liability (992 ) Reclassification of common stock warrants liability to equity (906 ) Balance, December 31, 2020 $ – The Company has determined that the common stock warrants liability is a Level 3 measurement within the fair value hierarchy. |
8. Convertible Debt
8. Convertible Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt | Note 8 – CONVERTIBLE DEBT In October 2017, the Company issued a convertible promissory note to Mr. George McGovern, the Chairman and CEO of the Company, and Mr. James Dengler, a Company shareholder (the “Note Holders”), for $300,000. The promissory note contained an 8% annual interest rate, and the Note Holders had the right to convert the principal and unpaid accrued interest of the promissory note into shares of the Company’s common stock at a conversion price of $0.004 (“the 2017 Convertible Promissory Notes”). In April 2019, the Company issued an additional convertible promissory note in the amount of $200,000 to the same Note Holders for funds advanced to the Company. The promissory note was approved by the Company’s board of directors in 2018, for funds were advanced to the Company from August 2018 through March 2019 and the promissory note was executed in April 2019 by the Company. The additional promissory note contained an 8% annual interest rate, and the Note Holders had the right to convert the principal and unpaid accrued interest of the promissory note (the “2019 Convertible Promissory Note”) into shares of the Company’s Series D convertible preferred stock at a conversion price based upon the price of the Company’s common stock on the date of advancement of the loan amount (the “Conversion Price”). Because the loan proceeds were advanced on multiple dates, the Conversion Price varies depending upon the price of the Company’s common stock on the date of advancement of the loan amount. The right of conversion (optional) was solely at the Note Holders’ discretion. On December 31, 2019, the Note Holders notified the Company of their election to convert both the 2017 8% Convertible Promissory Note and the 2019 Convertible Promissory Note into shares of the Company’s common stock and Series D convertible preferred stock, respectively. As a result, the Note Holders received 86,927,397 shares of the Company’s common stock on December 31, 2019 and 20,991,891 shares of Series D convertible preferred stock in February 2020. In June 2020, an additional $212,000 in accrued wages was converted into a convertible promissory note in the same amount with our chief executive officer. The promissory note and accrued interest are convertible into common stock of the Company at a conversion price of $0.0138. The conversion price is based upon the closing price of the Company’s common stock on June 1, 2020. The promissory note bears interest at an annual rate of 8%. |
9. Income Taxes
9. Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 – INCOME TAXES The Company has incurred net losses since inception leading to significant net operating loss ("NOL") carryforwards. Because we have determined that it is more likely than not we will be unable to realize the benefit of any deferred tax assets ("DTAs"), we have recorded a full valuation allowance against those DTA’s. Consequently, we have not recorded income tax expense or benefit for the years ending December 31, 2020 and 2019. The Company has unused net operating loss carryforwards of approximately $26.6 million as of December 31, 2020 that are available to offset future income tax expense. The net operating losses will begin to expire in 2021. Based on our evaluation of tax positions, we have concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for all tax years, which remain subject to examination and adjustment, by major tax jurisdictions as of December 31, 2020. The Company is generally no longer subject to U.S. federal, state, and local, or non-US income tax examinations for the years before 2013. |
10. Commitments and Contingenci
10. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – COMMITMENTS AND CONTINGENCIES Operating Leases The Company does not own any real property. The Company leases approximately 300 square feet of office space in Atlanta, Georgia, pursuant to a short-term lease as of January 2021. The Company currently pays base rent in the amount of $636 per month. Through December 31, 2020, we leased approximately 600 square feet of office space in Atlanta, Georgia, for $2,539 per month, pursuant to a short-term lease as of August 1, 2019. In 2020, we also leased an office in Philadelphia, Pennsylvania for $1,078 per month until June 30, 2020, pursuant to a short-term lease as of November 1, 2019. The lease for the office in Philadelphia, Pennsylvania was renewed for a six-month period from July 1, 2020 through December 31, 2020 at a rate of $1,540 per month. That lease has expired and not been renewed. Legal Proceedings Intel Matter In September 2016, the Company initiated an Interference proceeding between the Company and Intel Corporation (“Intel”) with United States Patent and Trademark Office (“USPTO”) for Interference between the Company’s pending patent application covering SVM-Recursive Feature Elimination (“SVM-RFE”) and Intel’s Patent No. 7,685,077, entitled “Recursive Feature Eliminating Method based on a Support Vector Machine”. On February 27, 2019, the USPTO ruled in favor of the Company on the SVM-RFE Patents. The Patent Trial and Appeal Board of the USPTO issued its decision, finding that the Company is entitled to claim exclusive rights to the SVM-RFE technology. The decision, issued by Administrative Patent Judge James Moore, ordered Intel’s patent to be cancelled. The decision also dismissed Intel’s motions challenging the validity of the Company’s pending claims and issued patents covering SVM-RFE. On July 23, 2020, the Company filed an infringement lawsuit against Intel. This infringement suit pertains to the Company’s SVM-RFE. The lawsuit was filed in the United States District Court for the Western District of Texas, Waco Division. On February 27, 2021, Intel filed a Petition for Inter Partes The Company recorded $139,000 in legal costs related to this matter in 2020 and none in 2019. Quirk and Bear Matter On February 7, 2020, two shareholders of the Company, William Quirk (“Quirk”) and Cindy Bear (“Bear”), filed a motion for a temporary restraining order and preliminary injunction in DeKalb County Superior Court. Among the items in the motion, Quirk and Bear requested to have a special meeting of the shareholders and Quirk and Bear alleged misconduct by the Company and its directors. On March 2, 2020, Quirk and Bear filed a notice of dismissal in DeKalb County. Quirk and Bear subsequently filed a new lawsuit in Fulton County Superior Court based on substantially similar allegations and seeking similar relief. On March 4, 2020, the Fulton County court ordered a hearing on the emergency motion for a temporary restraining order against the Company for the following day. At the hearing on March 5, 2020, Quirk and Bear presented their version of the facts through affidavits submitted by both Quirk and Bear, arguing that the affidavits supported the emergency relief they sought. The judge denied the motion and did not enter a temporary restraining order. The court set an evidentiary hearing on Quirk and Bear’s motion for a preliminary injunction for March 27, 2020. Due to the COVID-19 pandemic and multiple requests by Quirk and Bear, the scheduling of the hearing was cancelled and has never taken place. On September 2, 2020, the Company moved to dismiss the complaint on the grounds that Quirk and Bear lacked standing and failed to state claims for relief. Facing the Company’s motion to dismiss, on September 23, 2020, Quirk voluntarily dismissed the Fulton County case—his second dismissal of these claims. On September 25, 2020, the Company filed, among other documents, a Motion for Attorney’s Fees and Expenses. The Company’s motion is made pursuant to O.C.G.A. § 9-11-41(a)(3), which states “the filing of a second notice of dismissal operates as an adjudication upon the merits.” Additionally, the Company noted in its motion that Mr. Quirk’s claims lacked substantial justification, were commenced and maintained without reasonable cause or for an improper purpose, and the Company’s 2020 attorneys’ fees and expenses of litigation in the amount of $216,000 are reasonable. For strategic purposes, in November 2020, the Company elected to withdraw this motion against Quirk, without prejudice to renew as may be appropriate. Bear remains a plaintiff in the case. The Company firmly denies Bear’s claims and will continue to vigorously defend itself against these unsubstantiated and unjustified claims. Additionally, Bear has been notified of the Company’s intent to pursue abusive litigation claims against Bear as a result of these claims. Due to Bear’s non-compliance with court-ordered discovery, the Company filed a Motion for Involuntary Dismissal of Plaintiff’s Complaint with Prejudice and Incorporated Memorandum of Law on March 2, 2021. Among the requests in the motion, the Company asked the court to award HDC its attorneys’ fees and costs against Bear as a result of what the Company believes is a wasteful, baseless lawsuit that is a clear example of abusive litigation. The Company denies all allegations of improper conduct in the complaint and will continue to defend itself against all allegations. Although the Company believes that it will ultimately be successful in its defense, there can be no assurance that the Company will be successful in its defense. Should Bear be successful, the outcome could have a material adverse effect on the Company. The Company recorded $216,000 in legal costs related to this matter in 2020 and none in 2019. The Company has not recorded a liability for this matter as of December 31, 2020. Venning Matter On September 24, 2020, the Company accepted service of a lawsuit filed by Laurie Venning (“Venning”) and one of his companies, Vennwest Global Technologies, Inc. (“Vennwest”) from Alberta, Canada. According to recent publications, Venning is involved in additional lawsuits, one of which is against his formal legal counsel, Dentons, who has countersued Venning. The Vennwest lawsuit contains virtually identical claims against the Company that Quirk and Bear have alleged. In addition, Vennwest is represented by the same law firm that previously withdrew its representation of Bear and Quirk in their lawsuits. As Quirk’s dismissal reflects, the Company believes these claims are without merit and serve only to deplete the Company’s resources to the detriment of its shareholders. Similar to the Bear matter, the Company will vigorously defend itself against these baseless claims and evaluate all options against the plaintiffs including, but not limited to, pursuing counterclaims. On November 2, 2020, HDC moved to dismiss the complaint or stay the action pending the conclusion of the Quirk and Bear case, on the grounds that the first-filed derivative case would serve as res judicata to preclude the later-filed case. On November 30, Vennwest filed its response and on December 15, HDC filed its reply. The motion remains pending. The Company denies all allegations of improper conduct in the complaint and will continue to defend itself against all allegations. Although the Company believes that it will ultimately be successful in its defense, there can be no assurance that the Company will be successful in its defense. Should Venning and Vennwest be successful, the outcome could have a material adverse effect on the Company. The Company recorded $20,000 in legal costs related to this matter in 2020 and none in 2019. |
11. Recent Accounting Pronounce
11. Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 11 – RECENT ACCOUNTING PRONOUNCEMENTS Financial Instruments – Credit Losses In November 2019, the FASB issued ASU No. 2019-10 which provides a framework to stagger effective dates for future major accounting standards and amends the effective dates for certain new accounting standards, including ASU No. 2016-13, “Credit Losses,” to give implementation relief. The new standard, as amended, will replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company will be required to use a forward-looking expected credit loss model for accounts receivable, loans, and other financial instruments. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The standard will be adopted upon the effective date for the Company beginning January 1, 2023. Adoption of the standard will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align the Company’s credit loss methodology with the new standard. The Company is currently evaluating the effects this standard will have, if any, on its financial position, results of operations, and cash flows. Income Taxes On December 18, 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This new guidance simplifies the accounting for income taxes by removing certain exceptions such as the exception to the incremental approach for intra period tax allocation when there is a loss from continuing operations and income/gain from other items; and the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The new guidance also simplifies the accounting for income taxes under certain circumstances such as requiring that an entity recognize a franchise tax that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax; requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of a business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction; and requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. This standard will be effective for the Company on January 1, 2021. Based on the Company’s evaluation, this standard will not have a material impact on its financial position, results of operations, and cash flows. |
12. Subsequent Events and COVID
12. Subsequent Events and COVID-19 | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events and COVID-19 | Note 12 – SUBSEQUENT EVENTS AND COVID-19 The Company has evaluated subsequent events occurring through the date that the financial statements were available to be issued, for events requiring recording or disclosure in the December 31,2020 financial statements. Other than disclosed earlier in this Annual Report on Form 10-K, there were no material events or transactions occurring during this period requiring recognition or disclosure. In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) outbreak a pandemic and the President of the United States declared it a national emergency. The COVID-19 pandemic remains a rapidly evolving situation. The extent of the impact of COVID-19 on our business and financial results will depend on future developments, including the duration and spread of the outbreak within the markets in which we operate, government actions and programs, and the related impact on consumer confidence and spending, all of which are highly uncertain. |
2. Significant Accounting Pol_2
2. Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Patents | Patents Initial costs paid to purchase patents are capitalized and amortized using the straight-line method over the remaining life of the patent, generally 17 years, beginning on the date the patent is issued. Annual patent maintenance costs and annual license and renewal registration fees are expensed as period costs. If the applied for patents are abandoned or are not issued, the Company will expense the costs capitalized to date in the period of abandonment or earlier if abandonment appears probable. The carrying value of patents is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There was no amortization charged to operations for the year ended December 31, 2020. As of December 31, 2020, and 2019, there were no impairments to the Company’s patent assets, which are fully amortized. The Company has analyzed the respective carrying value of our patent portfolio at December 31, 2020 and 2019 and has concluded that the portfolio was properly valued during these periods. |
Common Stock Warrants Liability | Common Stock Warrants Liability The Company has, from time to time beginning in 2014, issued convertible preferred stock, preferred stock warrants, common stock, common stock warrants, and fully vested options to purchase shares of common stock in excess of its available shares of underlying stock to be issued. In the event the number of shares or warrants of common stock granted exceeds the number of shares available if the holders exercised all of the previously issued outstanding options and warrants, the Company accounts for this excess as a common stock warrants liability, which is adjusted to fair value at the end of each reporting period. If and when the Company authorizes sufficient shares of common stock and preferred stock, the common stock warrants liability is reclassified to equity at the fair value of the liability at the date of reclassification. The Company accounts for the See further discussion in Note 6 – Statement of Stockholders’ Equity (Deficit) and Note 7– Common Stock Warrants Liability. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the requisite service period using the straight-line method. Valuation and Amortization Method Expected Term Expected Volatility – Risk-Free Interest Rate |
Cash | Cash Cash includes cash deposited with financial institutions. Periodically, we maintain deposits in financial institutions in excess of government-insured limits. We believe we are not exposed to significant credit risk and to date, we have not realized any losses on these deposits. |
Fair value measurement | Fair value measurement The carrying values of our prepaid expenses, accounts payable, accrued wages, and accrued liabilities approximate their recorded values due to the short-term nature of these instruments. The common stock warrants liability is recorded based upon the number of warrants which exceed the number of common shares available to meet the exercised options and warrants using the Black-Scholes option-pricing model. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for future tax benefits and expenses or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income for the years in which those temporary differences are expected to be recovered or settled. In the event the future tax consequences of differences between the financial reporting bases and tax bases of the Company’s assets and liabilities result in deferred tax assets, an evaluation is made of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some portion or all of the deferred tax asset will not be realized. In assessing the probability of realizing the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. |
Revenue | Revenue Revenue is generated through the sale or license of patented technology and processes and from services provided through development agreements. These arrangements are generally governed by contracts that dictate responsibilities and payment terms. The Company recognizes revenues as they are earned over the duration of a license agreement once all contractual obligations have been fulfilled. If a license agreement has an undetermined or unlimited life, the revenue is recognized over the remaining expected life of the patents. Revenue is recognized under development agreements in the period the services are performed. Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five-step analysis: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step analysis to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. |
3. Net Income (Loss) Per Share
3. Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of earnings per share | Year Ended December 31, 2020 2019 Net (loss) income, in thousands $ (759 ) $ 1,561 Weighted average shares outstanding - basic 397,632,390 294,642,078 Effect of dilutive securities: Options and warrants – 55,968,330 Convertible debt – 19,306,253 Series D convertible preferred stock – – Weighted average shares outstanding - diluted 397,632,390 369,916,661 (Loss) earnings per share: Basic $ (0.002 ) $ 0.005 Diluted $ (0.002 ) $ 0.004 |
Schedule of antidilutive shares | Year Ended December 31, 2020 2019 Anti-dilutive shares excluded: Shares issuable on conversion of options and warrants 47,192,095 – Shares issuable on conversion of convertible debt 16,117,431 – Shares issuable on conversion of Series D convertible preferred stock 20,991,891 – |
4. Stock-Based Compensation a_2
4. Stock-Based Compensation and Other Equity Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of share-based compensation | Year Ended December 31, 2020 2019 Stock-based compensation $ 268 $ 513 |
Schedule of stock option activity | Shares Weighted-Average Outstanding, December 31, 2018 34,375,000 $ 0.0300 Granted 8,000,000 0.0700 Exercised – – Forfeited – – Outstanding, December 31, 2019 42,375,000 $ 0.0308 Granted 21,500,000 0.0138 Exercised – – Forfeited – – Outstanding and exercisable, December 31, 2020 63,875,000 $ 0.0245 |
Schedule of common stock warrant activity | Shares Weighted-Average Outstanding, December 31, 2018 74,000,000 $ 0.0328 Granted – – Exercised – – Forfeited – – Outstanding, December 31, 2019 74,000,000 $ 0.0328 Granted 41,983,781 0.0103 Exercised – – Forfeited – – Outstanding, December 31, 2020 115,983,781 $ 0.0247 |
7. Common Stock Warrants Liab_2
7. Common Stock Warrants Liability (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Reconciliation of warrant liability | Common Stock Warrants Liability Balance, December 31, 2018 $ – Common stock warrants liability 1,898 Balance, December 31, 2019 $ 1,898 Change in fair value of common stock warrants liability (992 ) Reclassification of common stock warrants liability to equity (906 ) Balance, December 31, 2020 $ – |
1. Basis of Presentation (Detai
1. Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash | $ 917 | $ 2,296 | $ 0 |
2. Significant Accounting Pol_3
2. Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Amortization of patents | $ 0 | $ 153,000 |
Impairment of intangible assets | $ 0 | $ 0 |
3. Net Income (Loss) Per Shar_2
3. Net Income (Loss) Per Share (Details - Earnings per Share) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net (loss) income, in thousands | $ (759) | $ 1,561 |
Weighted average shares outstanding - basic | 397,632,390 | 294,642,078 |
Effect of dilutive securities: | ||
Options and warrants | 0 | 55,968,330 |
Convertible debt | 0 | 19,306,253 |
Series D convertible preferred stock | 0 | 0 |
Weighted average shares outstanding - diluted | 397,632,390 | 369,916,661 |
(Loss) earnings per share: Basic | $ (0.002) | $ 0.005 |
(Loss) earnings per share: Diluted | $ (0.002) | $ 0.004 |
3. Net Income (Loss) Per Shar_3
3. Net Income (Loss) Per Share (Details - Antidilutive shares) | 12 Months Ended |
Dec. 31, 2020shares | |
Options and Warrants [Member] | |
Antidilutive shares | 47,192,095 |
Convertible Debt [Member] | |
Antidilutive shares | 16,117,431 |
Series D Convertible Preferred Stock [Member] | |
Antidilutive shares | 20,991,891 |
4. Stock-Based Compensation a_3
4. Stock-Based Compensation and Other Equity Based Payments (Details - Share-based Compensation) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Share-based compensation | $ 268 | $ 513 |
4. Stock-Based Compensation a_4
4. Stock-Based Compensation and Other Equity Based Payments (Details - Option Activity) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | ||
Number of Options Outstanding, Beginning | 42,375,000 | 34,375,000 |
Number of Options Granted | 21,500,000 | 8,000,000 |
Number of Options Exercised | 0 | 0 |
Number of Options Forfeited | 0 | 0 |
Number of Options Outstanding, Ending | 63,875,000 | 42,375,000 |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price Outstanding, Beginning | $ 0.0308 | $ 0.0300 |
Weighted Average Exercise Price Granted | 0.0138 | 0.0700 |
Weighted Average Exercise Price Outstanding, Ending | $ 0.0245 | $ 0.0308 |
4. Stock-Based Compensation a_5
4. Stock-Based Compensation and Other Equity Based Payments (Details - Warrant Activity) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Warrants | ||
Number of Warrants Outstanding, Beginning | 74,000,000 | 74,000,000 |
Number of Warrants Granted | 41,983,781 | 0 |
Number of Warrants Outstanding, Ending | 115,983,781 | 74,000,000 |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price Outstanding, Beginning | $ 0.0328 | $ 0.0328 |
Weighted Average Exercise Price Granted | 0.0103 | |
Weighted Average Exercise Price Outstanding, Ending | $ 0.0247 | $ 0.0328 |
4. Stock-Based Compensation a_6
4. Stock-Based Compensation and Other Equity Based Payments (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options [Member] | |||
Number of Options Granted | 21,500,000 | 8,000,000 | |
Option exercise price | $ 0.0138 | $ 0.0700 | |
Dividend yield | 0.00% | ||
Risk-free interest rate | 1.84% | ||
Expected life | 5 years | ||
Volatility rate | 147.00% | ||
Aggregate value of options granted | $ 268,000 | ||
Certain Directors [Member] | |||
One-time cash payment | $ 20,000 | ||
Number of Options Granted | 3,000,000 | ||
Options vested | 3,000,000 | ||
Option exercise price | $ 0.0138 | ||
Option expiration date | Jun. 1, 2030 | ||
Fair value of option granted | $ 0.0125 | ||
Chairman of the Board [Member] | |||
Number of Options Granted | 5,000,000 | ||
Options vested | 5,000,000 | ||
Option exercise price | $ 0.0138 | ||
Option expiration date | Jun. 1, 2030 | ||
Fair value of option granted | $ 0.0125 | ||
President and CEO [Member] | |||
Number of Options Granted | 4,500,000 | ||
Options vested | 4,500,000 | ||
Option exercise price | $ 0.0138 | ||
Option expiration date | Jun. 1, 2030 | ||
Fair value of option granted | $ 0.0125 |
5. Patents (Details Narrative)
5. Patents (Details Narrative) | 12 Months Ended |
Dec. 31, 2020Integer | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Number of patents | 22 |
Patent expiration dates | 2021 to 2032 |
6. Stockholders' Equity (Defi_2
6. Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | 2 Months Ended | 6 Months Ended | 12 Months Ended | |
Feb. 28, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Issuance of common stock in settlement of accrued wages, value | $ 213,000 | |||
Options and warrants outstanding | 179,858,781 | 116,375,000 | ||
Options and warrants outstanding exercise price ranges | $0.003 to $0.070 | |||
Series B Preferred Stock [Member] | ||||
Accrued dividend | $ 206,637 | |||
Chairman of the Board [Member] | ||||
Issuance of common stock in settlement of accrued wages, shares | 15,398,551 | |||
Issuance of common stock in settlement of accrued wages, value | $ 212,500 | |||
Series D Convertible Preferred Stock [Member] | ||||
Debt converted, original amount converted | $ 200,000 | |||
Interest converted | $ 16,688 | |||
Promissory Note Holders [Member] | ||||
Warrants outstanding | 41,983,781 | |||
Warrant exercise price | $ 0.0103 | |||
Warrant expiration date | Jul. 31, 2029 |
7. Common Stock Warrants Liab_3
7. Common Stock Warrants Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | ||
Warrant liability, beginning balance | $ 1,898 | $ 0 |
Common stock warrants liability | (992) | 1,898 |
custom:ReclassificationOfCommonStockWarrantsLiabilityToEquity | (906) | 1,898 |
Warrant liability, ending balance | $ 0 | $ 1,898 |
8. Convertible Debt (Details Na
8. Convertible Debt (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Promissory Note Holders [Member] | Common Stock [Member] | |||
Debt converted, shares issued | 86,927,397 | ||
Promissory Note Holders [Member] | Series D Convertible Preferred Stock [Member] | |||
Debt converted, shares issued | 20,991,891 | ||
Accrued Wages [Member] | |||
Wages converted into promissory note | $ 212,000 | ||
Debt interest rate | 8.00% | ||
Debt conversion price | $ 0.0138 |
9. Income Taxes (Details Narrat
9. Income Taxes (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carryforward | $ 26,600 |
NOL beginning expiration date | Dec. 31, 2021 |
10. Commitments and Contingen_2
10. Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Legal fees | $ 425,000 | $ 87,000 |
Intel Matter [Member] | ||
Legal fees | 139,000 | 0 |
Quirk and Bear Matter [Member] | ||
Legal fees | 216,000 | 0 |
Venning Matter [Member] | ||
Legal fees | $ 20,000 | $ 0 |