Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jun. 17, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Brownie's Marine Group, Inc | ||
Entity Central Index Key | 0001166708 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,524,099 | ||
Entity Common Stock, Shares Outstanding | 301,010,168 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 70,620 | $ 78,784 |
Accounts receivable - net | 111,291 | 27,204 |
Accounts receivable - related parties | 48,762 | 78,423 |
Inventory, net | 719,108 | 723,170 |
Prepaid expenses and other current assets | 48,523 | 58,520 |
Total current assets | 998,304 | 966,101 |
Property, equipment and leasehold improvements, net | 103,077 | 3,718 |
Right-to-use assets | 545,035 | |
Other assets | 20,149 | 26,147 |
Total assets | 1,666,565 | 995,966 |
Current liabilities | ||
Accounts payable and accrued liabilities | 518,678 | 325,309 |
Accounts payable - related parties | 263,544 | 125,243 |
Customer deposits and unearned revenue | 121,208 | 245,907 |
Other liabilities | 151,749 | 15,570 |
Operating lease liabilities | 98,060 | |
Loans payable- current | 139,702 | 126,572 |
Convertible debentures, net | 110,000 | 110,000 |
Total current liabilities | 1,402,941 | 948,601 |
Loans payable, net of current | 60,070 | |
Long-term operating lease liabilities | 446,975 | |
Total Liabilities | 1,909,986 | 948,601 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity (deficit) | ||
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding | 425 | 425 |
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 245,540,501 and 225,540,501 issued and outstanding at December 31, 2019 and 181,086,228 and 161,086,228 shares issued and outstanding at December 31, 2018 | 22,554 | 16,109 |
Common stock payable 138,941 shares and 138,941 shares, rescpectively as of December 31, 2019 and December 31, 2018 | 14 | 14 |
Additional paid-in capital | 11,338,104 | 10,213,595 |
Accumulated deficit | (11,604,518) | (10,182,778) |
Total stockholders' equity (deficit) | (243,421) | 47,365 |
Total liabilities and stockholders' equity (deficit) | $ 1,666,565 | $ 995,966 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, share issued | 425,000 | 425,000 |
Preferred stock, share outstanding | 425,000 | 425,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 245,540,501 | 181,086,228 |
Common stock, share outstanding | 225,540,501 | 161,086,228 |
Common stock payable, shares outstanding | 138,941 | 138,941 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net revenues | ||
Net revenues | $ 2,304,936 | $ 1,835,429 |
Net revenues - related parties | 662,742 | 706,778 |
Total net revenues | 2,967,678 | 2,542,207 |
Cost of revenues | ||
Cost of revenues | 2,093,152 | 1,809,066 |
Cost of revenues - related parties | 326,494 | 365,297 |
Royalties expense - related parties | 99,605 | 52,221 |
Total cost of revenues | 2,519,251 | 2,226,584 |
Gross profit | 448,427 | 315,623 |
Operating expenses | ||
Selling, general and administrative | 1,664,932 | 1,212,945 |
Research and development costs | 67,161 | 113,920 |
Total operating expenses | 1,732,093 | 1,326,865 |
Loss from operations | (1,283,666) | (1,011,242) |
Other income (expense) | ||
Gain on cencellation of debt | 7,200 | |
Loss on extinguishment of debt | (131,000) | |
Interest expense | (7,074) | (296,423) |
Total other expense | (138,074) | (289,223) |
Loss income before provision for income taxes | (1,421,740) | (1,300,465) |
Provision for income taxes | 2,520 | |
Net loss | $ (1,421,740) | $ (1,302,985) |
Basic and diluted loss per common share | $ (0.01) | $ (0.01) |
Basic and diluted weighted average common shares outstanding | 211,731,826 | 105,922,735 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Payable [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 425 | $ 9,819 | $ 14 | $ 9,170,198 | $ (8,879,793) | $ 300,663 |
Balance, shares at Dec. 31, 2017 | 425,000 | 98,192,717 | 138,941 | |||
Shares issued for services | $ 953 | 203,158 | 204,111 | |||
Shares issued for services, shares | 9,525,394 | |||||
Unit offering | $ 261 | 29,739 | 30,000 | |||
Unit offering, shares | 2,608,695 | |||||
Shares issued for licensing fee | $ 76 | 29,924 | 30,000 | |||
Shares issued for licensing fee, shares | 759,422 | |||||
Conversion of convertible note and related interest | $ 5,000 | 770,000 | 775,000 | |||
Conversion of convertible note and related interest, shares | 50,000,000 | |||||
Incenctive Bonus Shares to CEO | 10,576 | 10,576 | ||||
Net loss | (1,302,985) | (1,302,985) | ||||
Balance at Dec. 31, 2018 | $ 425 | $ 16,109 | $ 14 | 10,213,595 | (10,182,778) | 47,365 |
Balance, shares at Dec. 31, 2018 | 425,000 | 161,086,228 | 138,941 | |||
Shares issued for services | $ 1,195 | 153,551 | 154,746 | |||
Shares issued for services, shares | 11,954,273 | |||||
Unit offering | $ 5,250 | 519,750 | 525,000 | |||
Unit offering, shares | 52,500,000 | |||||
Incenctive Bonus Shares to CEO | 188,144 | 188,144 | ||||
Stock Option Expense | 132,064 | 132,064 | ||||
Modification of debt instruments | 131,000 | 131,000 | ||||
Net loss | (1,421,740) | (1,421,740) | ||||
Balance at Dec. 31, 2019 | $ 425 | $ 22,554 | $ 14 | $ 11,338,104 | $ (11,604,518) | $ (243,421) |
Balance, shares at Dec. 31, 2019 | 425,000 | 225,540,501 | 138,941 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (1,421,740) | $ (1,302,985) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 9,282 | 36,580 |
Gain on cencellation of debt | (7,200) | |
Loss on debt extinguishment | 131,000 | |
Shares issued for services | 342,890 | 214,687 |
Stock option expense | 132,064 | |
Reserve (recovery) for bad debt | 9,439 | (7,415) |
Reserve for slow moving inventory | 32,000 | 99,957 |
Amortization of right-of-use assets | 90,578 | |
Amortization of debt discount | 22,940 | |
Additional shares issued as part of conversion of debt | 248,417 | |
Changes in Operating Assets and Liabilities | ||
Accounts receivable | (93,526) | (15,295) |
Accounts receivable - related parties | 29,661 | (22,742) |
Inventory | (27,938) | (241) |
Prepaid expenses and other current assets | 15,995 | 203,567 |
Deferred tax asset, net | (239,300) | (306,492) |
Accounts payable and accrued liabilities | 181,453 | 163,613 |
Accounts payable - related parties | 138,301 | 125,243 |
Customer deposits and unearned revenue | (124,699) | 148,658 |
Other liabilities | 136,179 | 382 |
Operating lease liabilities | (90,578) | |
Net cash used in operating activities | (509,639) | (89,314) |
Cash flows from investing activities: | ||
Purchase of toolings and fixd assets | (96,725) | (12,800) |
Net cash used in investing activities | (96,725) | (12,800) |
Cash flows from financing activities: | ||
Proceeds from loans payable | 96,725 | |
Repayment of loans payable | (23,525) | |
Proceeds from unit offering | 525,000 | 30,000 |
Net cash provided by financing activities | 598,200 | 30,000 |
Net decrease in cash | (8,164) | (72,114) |
Cash, beginning of year | 78,784 | 150,898 |
Cash, end of year | 70,620 | 78,784 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 635,613 | |
Convertible debentures converted to equity | 526,583 | |
Common stock issued for licensing fee | $ 30,000 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of business Basis of Presentation Definition of fiscal year Principles of Consolidation Use of estimates Cash and equivalents Going Concern On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. In response to this declaration and the rapid spread of COVID-19 within the United States, federal, state and local governments throughout the country have imposed varying degrees of restrictions on social and commercial activity to promote social distancing in an effort to slow the spread of the illness. These measures have begun to have a significant adverse impact upon many sectors of the economy, including retail commerce. In response to these measures, the “stay at home” order issued in April 2020 by the Governor of the State of Florida where our business is located, and for the protection of our employees and customers, we temporarily reduced non-essential staffing at our corporate office and altered work schedules at our manufacturing and warehouse facilities. In addition, some of our senior management and our office personnel began working remotely and maintaining full capabilities to serve our customers. Earlier, in mid-March 2020 we had taken steps to increase production to build up our finished goods inventory as well as purchasing additional raw material inventory items thereby allowing us to maintain production if supply chain interruptions were to happen. During the beginning of the second quarter of fiscal 2020 we experienced an impact on our sales to our brick and mortar customers as many of the retail dealer stores temporarily closed. In response, we ramped up our direct to consumer engagement. On May 4, 2020 the Florida “stay at home” order was lifted and the phased reopening of the State of Florida began. We have resumed all of our historic operations, and all personnel have returned to full time work at our corporate office and manufacturing and warehouse facilities. In addition, our historic attendance at boat shows and similar marketing events has been an important part of our marketing and sales strategy. As we do not expect that those type of events will be held in 2020 as a result of the COVID-19 pandemic, we have migrated our marketing focus to online marketing in an effort to maintain product visibility. While our revenues began returning to comparable 2019 period levels beginning in mid-May 2020, we anticipate the impact of COVID-19 on the quarter ended June 30, 2020 will be material, although we are not able to quantify an impact at this time. While we are not able to estimate the ultimate impact of the COVID-19 pandemic on our financial condition and future results of operations, depending on the prolonged impact of the COVID-19 outbreak, this situation will have a significant adverse effect on our reported results of operations for the six months ended June 30, 2020 and possibly beyond. The extent to which the coronavirus impacts our results and financial condition, however, will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge and the actions to contain and treat its impacts, among others. The Company believes that existing operational cash flow may not be sufficient to fund presently anticipated operations, this raises substantial doubt about our ability to continue as a going concern. Therefore, the Company will seek to continue to raise additional funds as needed and is currently exploring alternative sources of financing including commercial banks and other lending institutions. The Company has issued a number of common shares and has historically issued convertible notes to finance working capital needs and may continue to seek to raise additional capital through sale of restricted common stock or other securities or obtaining short term loans. The Company has no firm commitment for any additional capital and there are no assurances it will be successful in obtaining additional funds. If BWMG fails to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale back or cease operations, liquidate assets and possibly seek bankruptcy protection. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. Accounts receivable Inventory Property and equipment and leasehold improvements The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. Revenue Recognition On January 1, 2018, we adopted the new accounting standard ASC 606, “ Revenue from Contracts with Customers We recognize the sale of products under single performance obligations upon shipment of the units as that is when ownership is transferred and our performance is completed. Revenues from repair and maintenance activities is recognized when the repairs are completed and the units have been shipped. Product development costs Advertising and marketing costs Research and development costs Research and Development Customer deposits and unearned revenue and returns policy Warranty policy Guarantor’s Guarantees Income taxes The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, they would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Stock-based compensation During the years ended December 31, 2019 and 2018, the Company recognized share based compensation with a fair value of $342,890 and $214,687, respectively. Beneficial conversion features on convertible debentures Fair value of financial instruments Level 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. Management considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the Company’s perceived risk of that investment. At December 31, 2019, and 2018, the carrying amount of cash, accounts receivable, accounts receivable – related parties, accounts payable and accrued liabilities, accounts payable-related parties, customer deposits and unearned revenue, other liabilities, loans payable and convertible debentures, approximate fair value because of the short maturity of these instruments. Earnings per common share New accounting pronouncements In June 2018, FASB issued ASU 2018-7, “ Compensation – Stock Compensation In February 2016, the FASB issued ASU 2016-02, Leases, |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | 2. INVENTORY Inventory consists of the following as of: December 31, 2019 2018 Raw materials $ 314,529 $ 225,954 Finished goods 404,579 497,216 Total Inventory, net $ 719,108 $ 723,170 As of December 31, 2019 and 2018, the Company recorded reserves for obsolete or slow moving inventory of approximately $175,957 and $143,957 respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following: December 31, 2019 2018 Prepaid inventory $ 48,523 $ 39,260 Prepaid insurance - 4,615 Prepaid expenses and other current assets - 14,645 $ 48,523 $ 58,520 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following as of: December 31, 2019 2018 Tooling and equipment $ 235,356 $ 138,632 Computer equipment and software 27,469 27,469 Vehicles 44,160 44,160 Leasehold improvements 43,779 43,779 350,764 254,040 Less: accumulated depreciation and amortization (247,687 ) (250,322 ) $ 103,077 $ 3,718 Depreciation and amortization expense totaled $9,282 and $36,580 for the years ended December 31, 2019 and 2018, respectively. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 5. OTHER ASSETS Other assets at December 31, 2019 of $20,149 consisted of refundable deposits of $6,649 and an unamortized license fee of $13,500. Other assets at December 31, 2018 of $26,147 consisted of refundable deposits of $6,649 and an unamortized license fee of $19,498. |
Customer Credit Concentrations
Customer Credit Concentrations | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Customer Credit Concentrations | 6. CUSTOMER CREDIT CONCENTRATIONS The Company sells to three entities owned by the brother of Robert M. Carmichael and three companies owned by Robert M. Carmichael as further discussed in note 7 - Related Parties Transactions. Combined sales to these six entities for the years ended December 31, 2019 and 2018, represented 22.33% and 27.80%, respectively, of total net revenues. In excess of 90% of our total net revenues are made up of product sales to customers within the state of Florida. |
Related Parties Transactions
Related Parties Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties Transactions | 7. RELATED PARTIES TRANSACTIONS The Company sells products to Brownie’s Southport Divers, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys, companies owned by the brother of Robert M. Carmichael. Terms of sale are no more favorable than those extended to any of the Company’s other customers with similar sales volumes. Combined net revenues from these entities for years ended December 31, 2019 and 2018, totaled $653,315 and $696,362, respectively. Accounts receivable from Brownie’s SouthPort Diver’s, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys at December 31, 2019, was $28,555, $10,914, and $4,973, respectively. Accounts receivable from Brownie’s SouthPort Diver’s, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys at December 31, 2018, was $49,443, $7,731, and $8,646, respectively. The Company sells products to Brownie’s Global Logistics, LLC. (“BGL”) and 940 Associates, Inc. (“940 A”), entities wholly-owned by Robert M. Carmichael. Terms of sale are more favorable than those extended to BWMG’s regular customers, but no more favorable than those extended to Brownie’s strategic partners. Terms of sale to BGL approximate cost or include a nominal margin. These terms are consistent with those extended to the Company’s strategic partners. Strategic partner terms on a per order basis include promotion of BWMG’s technologies and “Brownie’s” brand, offered only on products or services not offered for resale, and must provide for reciprocal terms or arrangements to BWMG on strategic partners’ product or services. BGL is fulfilling the strategic partner terms by providing exposure for BWMG’s technologies and “Brownie’s” brand in the yachting and exploration community world-wide through its operations. Combined net revenues from these three entities for years ended December 31, 2019, and 2018, were $9,427 and $10,416, respectively. In addition, from time to time Mr. Carmichael purchases products from us for his personal use. He either pays the amount at the time of purchase or we provide him a courtesy account which he settles from time to time. Accounts receivable from BGL, 940 A and Mr. Carmichael totaled $19,314, which is net of credit memo of $14,944 for 940 A, and $12,603 at December 31, 2019, and December 31, 2018, respectively. The Company had accounts payable to related parties of $263,544 and $125,243 at December 31, 2019 and 2018, respectively. The balance payable at December 31, 2019 was due to BGL. The Company has Exclusive License Agreements with 940 A to license the trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and various other related trademarks as listed in the agreement. This Exclusive License Agreement provides that the Company will pay 940 A 2.5% of gross revenues per quarter as a royalty. Total royalty expense for the years ended December 31, 2019 and 2018, totaled $50,643 and $52,221, respectively. In December 2018, Robert M. Carmichael was issued 999,934 common shares in payment of accrued director fees through December 31, 2018. The shares were valued at $0.0195 per share, totaling $19,499, the fair value on the date of grant. On August 1, 2017, Mr. Mikkel Pitzner was appointed to serve on the Company’s Board of Directors, filling a vacancy on the Board. In December 2018, Mr. Pitzner was issued 708,287 common shares in payment of accrued director fees through December 31, 2018. The shares were valued at $0.0195 per share, totaling $13,812, the fair value on the date of grant. The Company agreed to pay Mr. Pitzner an annual fee of $6,000 and issued Mr. Pitzner 5,000,000 shares of restricted common stock under a consulting agreement expiring in January 2019. During the years ended December 31, 2019 and 2018, the Company issued 3,333,333 and 1,666,667 shares of restricted common stock with a total fair value of $62,500. During the year ended December 31, 2019, and 2018, the Company recognized $31,250 and $31,250 of stock compensation pursuant to this agreement, respectively. Commencing in February 2019, the Company began paying Mr. Pitzner, then a member of the Company’s Board of Directors, $9,300 per month, inclusive of a $1,300 auto allowance, for consulting services. These payments are not covered by a written agreement. In August, 2019 the agreement with Mr. Pitzner was terminated. On August 1, 2017, the Company entered into a six month employment agreement with Blake Carmichael, the son of Robert M. Carmichael, to serve as the Company’s products development manager, electrical engineer and marketing team member. Under the terms of the employment agreement, in addition to a monthly salary of $3,600, the Company issued Mr. Carmichael 2,000,000 shares of common stock valued at $25,000. Mr. Carmichael was also entitled to performance bonuses at the discretion of the Board of Directors. On January 31, 2018, Mr. Carmichael’s written employment agreement expired. He continues with the Company as a full-time employee and serves as chief executive officer of BLU3. In April 2018, his salary was adjusted to $75,000 per year. There is no written employment agreement between the Company and Mr. Carmichael. In January 2018, the Company issued 2,000,000 shares of common stock to Dana Allan for his services for serving on our Board of Directors. The grant date fair value of the shares issued was $50,200. Mr. Allan also received 552,742 shares for his services on our Board of Directors with a grant date fair value of $10,778. Mr. Allen resigned as a director effective March 31, 2019. In December 2018, the Company issued 20,000,000 shares of common stock to Robert M. Carmichael as an incentive bonus. As the vesting of the shares was subject to continued employment by Mr. Carmichael through January 2, 2020, for the years ended December 31, 2019 and 2018, the Company treated the shares as issued but not as yet outstanding. Expense for the issuance is being recognized over the full vesting period, and accordingly, the Company recognized stock compensation expense of $188,314 and $10,576 during the years ended December 31, 2019 and 2018. See note 15. Effective March 3, 2009, the Company entered into a Patent Purchase Agreement with Robert M. Carmichael. The Company purchased several patents it had previously been paying royalties on and several related unissued patents. In exchange for the purchase, the Company issued Mr. Carmichael 234 stock options at a $1,350 exercise price expiring ten years from the effective date of grant. The options expired on March 2, 2019 without being exercised. On March 7, 2019 the Company entered into a Subscription Agreement with Mr. Charles F. Hyatt, an accredited investor, pursuant to which the Company sold a unit of the securities consisting of 50,000,000 shares of common stock and 50,000,000 18 month common stock purchase warrants exercisable at $0.01 per share (the “Hyatt Warrants”) in consideration of $500,000 in a private transaction. The Company used the proceeds from the sale for product research and development and working capital purposes. The Company did not pay any fees or commissions in connection with the sale of the unit. Subsequently, on March 29, 2019 Mr. Hyatt was appointed to the Company’s Board of Directors to fill a vacancy. Effective July 29, 2019 the Company issued options to purchase up to an aggregate of 22,838,094 shares of common stock to Mr. Pitzner and Mr. Blake Carmichael. The options were issued pursuant to a stock option grant agreement and are exercisable at $0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $95,862 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 2.10%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of 172%. In August, 2019 8,304,761 options belonging to Mr. Pitzner were cancelled. Stock option expense recognized during the year ended December 31, 2019 was $55,641. Effective July 29, 2019 the Company has agreed to pay the members of the Company’s Board of Directors, including Mr. Robert M. Carmichael, a management director, an annual fee of $18,000 for serving on the Company’s Board of Directors for the year ending December 31, 2019. As of December 31, 2019, the Company has accrued $46,500 in Board of Directors’ fees. Effective July 29, 2019 the Company issued Robert M. Carmichael options to purchase up to 20,761,904 shares of common stock. The options were issued pursuant to a Grant Agreement and are exercisable at $0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $87,147 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 2.10%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of 172%. Stock option expense of $76,423 was recognized during the year ended December 31, 2019. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consists of the following as of: December 31, 2019 December 31, 2018 Accounts payable trade and other $ 414,422 $ 249,833 Accrued payroll and fringe benefits 65,915 48,065 Accrued warranty expense 13,695 8,834 Accrued payroll taxes and withholding 7,984 8,415 Accrued interest 16,662 10,162 $ 518,678 $ 325,309 Balances due certain vendors are in arrears to varying degrees. The Company is handling all delinquent accounts on a case-by-case basis. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 9. OTHER LIABILITIES Other liabilities consist of the following as of: December 31, 2019 December 31, 2018 Asset purchase agreement payable $ 12,857 $ 12,857 Accrued royalties expense 16,216 2,027 Accrued expenses - 686 Accrued vendor settlement 23,176 - Accrued Board of Directors fees 49,500 -- Accrued legal settlement 50,000 -- $ 151,749 $ 15,570 |
Convertible Debentures, Convert
Convertible Debentures, Convertible Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debentures, Convertible Notes and Loans Payable | 10. CONVERTIBLE DEBENTURES, CONVERTIBLE NOTES AND LOANS PAYABLE Convertible Debentures Convertible debentures consist of the following at December 31, 2019: Origination Maturity Interest Origination Original Period End Period End Period End Accrued Reg. 8/31/2011 8/31/2013 5 % 10,000 (4,286 ) 10,000 — 10,000 4,194 (2 ) 12/01/17 12/01/20 6 % 50,000 (12,500 ) 50,000 — 50,000 6,250 (4 ) 12/05/17 12/04/20 6 % 50,000 (12,500 ) 50,000 — 50,000 6,218 (5 ) $ 110,000 $ — $ 110,000 $ 16,662 Convertible debentures consist of the following at December 31, 2018: Origination Maturity Interest Origination Original Period End Period End Period End Accrued Reg. 05/3/2011 05/5/2012 10 % 300,000 (206,832 ) — — — — (1 ) 8/31/2011 8/31/2013 5 % 10,000 (4,286 ) 10,000 — 10,000 3,694 (2 ) 2/10/2012 2/10/2014 10 % 39,724 — - — (3 ) 12/01/17 12/01/19 6 % 50,000 (12,500 ) 50,000 — 50,000 3,250 (4 ) 12/05/17 12/04/19 6 % 50,000 (12,500 ) 50,000 — 50,000 3,218 (8 ) $ 110,000 $ — $ 110,000 $ 10,162 (1) On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The convertible debenture carried an interest rate of 10% interest per annum. The lender could at any time convert any portion of the convertible debenture to common shares at a 30% discount of the “Market Price” of the stock based on the average of the previous 10 days weighted average closing prices on the date prior to the notice of conversion. The Company could prepay the convertible debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share, respectively. As a result, the Company allocated fair market value (“FMV”) to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to interest expense. The Company recognized the FMV of the related warrants as $45,000 using the Black-Scholes valuation model. On November 15, 2018, the Company entered into a Note Conversion Agreement pursuant to which the Noteholder converted $526,583 of principal and accrued interest due under the convertible debenture into 50,000,000 shares of the Company’s common stock in full satisfaction of this obligation. The Company recorded a loss on this conversion of this debt of $248,417 which was charged to interest expense. (2) The Company borrowed $10,000 in exchange for a convertible debenture. The lender at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the BCF of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. (3) The Company entered into three new convertible debenture agreements upon sale/assignment of the original lenders. Because the stated terms of the new convertible debenture agreement and principal amounts were significantly different from the original convertible debenture, including analysis of value of the BCF at the assignment/purchase date, the transactions were treated as extinguishment of the old convertible debentures and recorded as new for accounting purposes. The conversion price under the convertible debentures was $0.37125 and the lender could convert at any time until the convertible debenture plus accrued interest was paid in full. Various other fees and penalties applied if payments or conversions were not done timely by the Company. The lender was limited to maximum conversion of 4.99% of the outstanding common stock of the Company at any one time. On June 15, 2018, the Company entered into a Note Satisfaction, Settlement and General Release Agreement with the lender. Under the terms of the agreement, the lender released and discharged the Company from any further obligation due the lender with no further consideration. The Company recognized income of $2,743 in principal and $4,457 in related accrued interest. (4) On December 1, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert M. Carmichael. The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the maturity date of the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $32,000 upon the modification of conversion price. Subsequent to December 31, 2019, the maturity date was further extended to December 1, 2020. (5) On December 5, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert M. Carmichael. The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $99,000 upon the modification of conversion price. Subsequent to December 31, 2019, the maturity date was further extended to December 31, 2020. Loans Payable The Company entered into a non-interest-bearing loan agreement of $200,000 with Mr. Tom Gonzales on July 1, 2013.The loan is payable upon demand. During the years ended December 31, 2019 and 2018, the Company repaid $16,572 and $0.00 respectively. The loan balance was $100,000 and $116,572 as of December 31, 2019 and 2018 respectively. The Company entered into a non-interest-bearing loan of $10,000 with Hoboken Street Association on October 15, 2016. The loan balance was $10,000 as of December 31, 2019 and 2018 respectively. On September 30, 2019 BLU3 financed the purchase of certain plastic molding equipment through Marlin Capital Solutions (“Marlin Capital”). The loan amount at inception was $96,725. It entered into an Equipment Finance Agreement with Marlin Capital pursuant to which it agreed to make 36 equal monthly installments of $3,143.80. The Equipment Finance Agreement contains customary events of default. The loan balance was $89,772 as of December 31, 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES The components of the provision for income tax expense are as follows for the years ended: December 31, 2019 2018 Current taxes Federal $ — $ — State — — Current taxes — — Change in deferred taxes 239,300 306,492 Change in valuation allowance (239,300 ) (303,972 ) Provision for income tax expense $ — $ 2,520 The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2019 and 2018: December 31, 2019 2018 Deferred tax assets: Equity based compensation $ 154,400 $ 154,400 Allowance for doubtful accounts 4,500 2,300 Net operating loss carryforward 1,390,700 1,161,700 Reserves for slow moving inventory 33,400 25,300 Total deferred tax assets 1,583,000 1,343,700 Valuation allowance (1,583,000 ) (1,343,700 ) Deferred tax assets net of valuation allowance — — Less deferred tax assets – non-current, net of valuation allowance — — Deferred tax assets – current, net of valuation allowance $ — $ — The effective tax rate used for calculation of the deferred taxes as of December 31, 2019 was 25.35%. The Company has established a valuation allowance against deferred tax assets of $1,583,000, due to the uncertainty regarding realization, comprised primarily of a 100% reserve against the net operating carryforward, 100% reserve against the allowance for doubtful accounts, 100% reserve against the reserves for slow moving inventory, and 100% reserve against the deferred tax assets attributable to the equity based compensation. The change in valuation allowance was an increase of $239,300. The Company has approximately $4,758,000 of net loss carryforward that expire through 2037 and $729,000 that carryforward indefinitely, but is limited to 80% of taxable income in any one year. The effective tax rate used for calculation of the deferred taxes as of December 31, 2018 was 25.35%. The Company has established a valuation allowance against deferred tax assets of $1,343,700 or 99.8%, due to the uncertainty regarding realization, comprised primarily of a 100% reserve against the net operating carryforward, 100% reserve against the allowance for doubtful accounts, 100% reserve against the reserves for slow moving inventory and 100% reserve against the deferred tax assets attributable to the equity based compensation. The change in valuation allowance was an increase of $306,500. The significant differences between the statutory tax rate and the effective tax rates for the Company for the years ended are as follows: December 31, 2019 2018 Statutory tax rate (21.00 )% (21.00 )% State tax, net of Federal benefits (4.35 )% (4.35 )% Permanent differences 8.51 % 1.59 % Change in valuation allowance 16.84 % 23.57 % Effective tax rate — % 0.19 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. COMMITMENTS AND CONTINGENCIES From time to time the Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business, including matters relating to product liability claims. Such product liability claims sometimes involving wrongful death or injury have historically been covered by product liability insurance, which provided coverage for each claim up to $1,000,000. During the third quarter of 2014, the Company did not renew its product liability insurance since the renewal policy amount was cost prohibitive. As of August 15, 2017, the Company has obtained Product Liability Insurance, although prior claims are not covered under the new policy. The initial term of the policy was through August 14, 2018 and was renewed through August 14, 2020. The Company, Trebor and other third parties, are each named as a co-defendants under actions initially filed in March 2015 in the Circuit Court of Broward County under Case No. CACE-15-03238 and CACE -16-0000242 by the Estate of Ernesto Rodriguez, claiming wrongful death and products liability resulting in the decedent’s drowning death while using a Brownie’s Third Lung product. Plaintiff claimed damages exceeding $1,000,000. The Company has recorded $50,000 of accrued legal settlement as of December 31, 2019. This amount is included in other liabilities (See Note 9). This claim was settled in May 2020. See note 15. In April 2019, the Company reached a settlement agreement with a customer regarding returned merchandise agreeing to refund $65,000. The Company determined the returned merchandise had little or no value and the adjustment was charged to cost of revenues at December 31, 2018. In addition, the Company recognized $1,500 in related legal fees in this matter as of December 31, 2018. As of December 31, 2019, the balance owed is $23,176. On August 14, 2014, the Company entered into a new lease commitment. Terms of the new lease include a 37-month term commencing on September 1, 2014; payment of $5,367 security deposit; base rent of approximately $4,000 per month over the term of the lease plus sales tax; and payment of 10.76% of annual operating expenses (i.e. common areas maintenance), which is approximately $2,000 per month subject to periodic adjustment. On December 1, 2016, we entered into an amendment to the initial lease agreement, commencing on October 1, 2017, extending the term for an additional eighty-four months, expiring September 30, 2024. The base rent was increased to $4,626 per month with a 3% annual escalation throughout the amended term. On November 11, 2018, the Company entered a new lease agreement for approximately 8,025 square feet adjoining its existing facility in Pompano Beach, Florida. Terms of the new lease include a 69-month term commencing on January 1, 2019, or the date the Company takes possession of the premises, if earlier; a $6,527 security deposit; initial base rent of approximately $4,848 per month escalating at 3% per year during the term of the lease plus Florida state sales tax and payment of 10.11% of the buildings annual operating expenses (i.e. common area maintenance) which is approximately $1,679 per month subject to adjustment as provided in the lease. The Company believes that the facilities are suitable for their intended purpose, are being efficiently utilized and provide adequate capacity to meet demand for the foreseeable future. Supplemental balance sheet information related to leases was as follows: Operating Leases Classification December 31, 2019 Right-of-use assets Operating right of use assets $ 545,035 Current lease liabilities Current operating lease liabilities $ 98,060 Non-current lease liabilities Long-term operating lease liabilities 446,975 Total lease liabilities $ 545,035 Lease term and discount rate were as follows: December 31, 2019 Weighted average remaining lease term (years) 4.68 Weighted average discount rate 5.91 % The components of lease costs were as follows: December 31, 2019 Operating lease cost $ 131,340 Variable lease cost 4,160 Total lease costs $ 135,500 Supplemental disclosures of cash flow information related to leases were as follows: December 31, 2019 Cash paid for operating lease liabilities $ 151,567 Operating right of use assets obtained in exchange for operating lease liabilities $ 635,613 Maturities of lease liabilities were as follows as of December 31, 2019: Trebor Industries Office Lease BMG Office Lease Copier Total lease payments 2020 59,339 59,927 8,388 127,654 2021 61,119 61,725 8,388 131,232 2022 62,953 63,576 8,388 134,917 2023 64,842 65,484 2,796 133,122 2024 and thereafter 49,717 50,586 — 100,303 Total 297,970 301,298 27,960 627,228 Less: Imputed interest (39,432 ) (39,995 ) (2,766 ) (82,193 ) Present value of lease liabilities $ 258,538 $ 261,303 $ 25,194 $ 545,035 On August 7, 2017 the Company entered into an Exclusive Distribution Agreement with Lenhardt & Wagner GmbH (“L&W”), a German-based company engaged in the development, manufacturing and sales of high pressure air and industrial gas compressor packages. Under the terms of the Exclusive Distribution Agreement, the Company was appointed the exclusive distributor of L&W’s complete product line in North America and South America, including the Caribbean (the “Territory”). Pursuant to an intercompany assignment, BHP is party to the agreement. Under the terms of the agreement, the Company was granted a non-exclusive, non-transferrable and irrevocable right to use certain of L&W’s trademarks in connection with the marketing, use, sale and service of the products in the Territory. The agreement is for an initial term of five years, and will automatically renew for one additional five year term unless terminated by either party upon one year written notice prior to the expiration of the then current term. Either party may terminate the agreement without cause upon one year prior written notice to the other party. In addition, L&W may terminate the agreement for cause upon 120 days prior notice to us, subject to certain cure periods. In May 2018 the Company entered into an agreement with an employee to pay him $28 an hour in cash and $10 per hour in common stock not to exceed 40 hours a week. The stock price is determined at the end of each month using the 10-day weighted average of the stock price. During the year ended December 31, 2018, the Company issued 449,550 shares of common stock valued at $8,950 with an average fair value of $0.02 per share for services. During the year ended December 31, 2019, the Company issued 1,332,885 shares of common stock valued at $19,391 an average fair value of $0.0145 per share for services. On March 29, 2019 the Company reviewed the agreement with the employee and agreed to increase the hourly rate to $30 per hour in cash and continue to pay $10 per hour in common stock not to exceed 40 hours a week. It was also agreed by employee that the stock price will be the closing price of the stock at end of each month. As of December 31, 2019, the Company has not issued common stock for the month of December 2019 and has a recorded liability of $1,200. In April 2018 the Company entered into a Patent License Agreement (the “STS Agreement”) with Setaysha Technical Solutions, LLC (“STS”) pursuant to which the Company licensed certain intellectual property, including patent rights, non-patent rights and knowhow from STS. Under the STS Agreement, the Company paid an initial license fee in April 2018 through the issuance of 759,422 shares of common stock with a fair value of $30,000 which is being amortized on a straight line basis over its five year term. The STS Agreement further provides for royalties to be paid based on annual net revenues achieved. Effective December 31, 2019, the Company entered into Addendum No. 1 to the Patent License Agreement (“Addendum No. 1”) to amend the payment due upon the first commercial sale of NEMO. In accordance with Addendum No. 1, $8,250 was paid in cash and $8,250 was accrued as of December 31, 2019.The Company issued 828,221 shares of common stock in satisfaction of $13,500 for the first commercial sale of NEMO with a fair value of $19,635. The Company accrued $13,828 as of December 31, 2019 as royalty payments for the fourth quarter commercial sales of NEMO. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | 13. SHAREHOLDERS’ EQUITY Common Stock The Company had 244,712,280 and 225,540,501 common shares outstanding at December31, 2019 and December 31, 2018, respectively. On August 1, 2017, Mr. Pitzner was appointed to serve on the Company’s Board of Directors, filling a vacancy on the board. The Company has agreed to pay Mr. Pitzner an annual fee of $6,000 and issue Mr. Pitzner 5,000,000 shares of restricted common stock under a consulting agreement expiring in January 2019. During the years ended December 31, 2019 and 2018, the Company issued 3,333,333 and 1,666,667 shares of restricted common stock, respectively with a total fair value of $62,500. In December 2018, Mr. Pitzner was issued 708,287 common shares in payment of accrued director fees through December 31, 2018. The shares were valued at $0.0195 per share, totaling $13,812, the fair value on the date of grant. During the years ended December 31, 2019 and 2018, the Company recorded $31,250 and $31,250 of stock compensation pursuant to this agreement respectively. In August 2019 the agreement was cancelled. In January 2018, the Company issued 2,000,000 shares of common stock to Mr. Allan for his services for serving on its Board of Directors. The grant date fair value of the shares issued was $50,200. Mr. Allan also received 552,742 shares for his services on the Company’s Board of Directors with a grant date fair value of $10,778. Mr. Allen resigned as a director effective March 31, 2019. On January 6, 2018, the Company issued 217,391 units consisting of 869,565 shares of common stock and 217,391 common stock purchase warrants exercisable at $0.0115 per share for a fair value of $10,000. The warrants are exercisable at any time for a period of two years from date of issuance. On February 2, 2018, the Company issued 434,783 units consisting of 1,739,130 shares of common stock and 434,783 common stock purchase warrants exercisable at $0.0115 per share for a fair value of $20,000. The warrants are exercisable at any time for a period of two years from date of issuance. On April 4, 2018, the Company issued 142,857 shares of common stock to an employee of the Company with a value of $0.014 per share totaling $2,000 which was charged to stock based compensation. On April 6, 2018, the Company entered into the STS Agreement issuing 759,422 shares of common stock with a fair value of $0.0395 per share totaling $30,000. In May 2018, the Company issued 200,000 shares of common stock to two consultants with a value of $0.0425 per share totaling $8,500 which was charged to consulting fees expense. In July 2018, the Company issued an aggregate of 722,160 shares of stock to 16 employees under a one-time employee stock incentive grant. The shares were fair valued at $0.0209 per share based on market value at the time of the grant, with a total value recognized of $16,000. On November 15, 2018, the Company entered into a Note Conversion Agreement pursuant to which the Noteholder converted $526,583 of principal and accrued interest due into 50,000,000 shares of the Company’s common stock in full satisfaction of this obligation. The Company recorded a loss on this conversion of this debt of $248,417 which was charged to interest expense. In December 2018, the Company issued 2,083,197 common shares to a consultant with a fair value of $0.0195 per share totaling $40,622 which was charged to stock based compensation. In December 2018, the Company issued 20,000,000 shares of common stock to Robert M. Carmichael as an incentive bonus with a fair value of $200,000. As the shares are subject to continued employment by Mr. Carmichael through January 2, 2020, the Company has treated the shares as issued but not as yet outstanding. Expense for the issuance is being recognized over the full vesting period, and accordingly, the Company recognized stock compensation expense of $188,144 and $10,576 for the years ended December 31, 2019 and 2018 respectively. See note 15. In December 2018, Robert M. Carmichael was issued 999,934 common shares in payment of accrued director fees through December 31, 2018. The shares were valued at $0.0195 per share, totaling $19,499, the fair value on the date of grant. In January 2019, the Company entered into an investment banking and corporate advisory agreement. The term of the agreement was for one year and provided for compensation of 2,700,000 common shares with a fair value of $29,700 plus related expenses. The shares were issued in February2019 and March 2019. For the year ended December 31, 2019 the Company recorded $29,700 in stock based compensation expense. In January 2019, the Company issued 1,000,000 common shares with a fair value of $12,500 to a consultant for general administrative advisory services for the period from December 1, 2018 through April 30, 2019, of which $10,000 and $2,500 was expensed during year ended December 31, 2019 and 2018 respectively. In March 2019 the Company issued Mr. Hyatt a unit of the securities of the Company, with the unit consisting of 50,000,000 shares of common stock and 50,000,000 18 month common stock purchase warrants exercisable at $0.01 per share in consideration of $500,000. The Company used the proceeds from the sale for product research and development and working capital purposes. The Company did not pay any fees or commissions in connection with the sale of the unit. In May 2018 the Company entered into an agreement with an employee to pay him $28 an hour in cash and $10 per hour in common stock not to exceed 40 hours a week. The stock price is determined at the end of each month using the 10-day weighted average of the stock price. During the year ended December 31,2018, the Company issued 449,550 shares of common stock valued at $8,950 with an average fair value of $.02 per share for accrued services. During the year ended December 31, 2019, the Company issued 1,332,885 shares of common stock valued at $19,391 an average of ($0.0145) per share for services. On March 29, 2019, the Company reviewed the agreement with the employee and agreed to increase the hourly rate to $30 per hour in cash and continue to pay $10 per hour in shares of common stock not to exceed 40 hours a week. It was also agreed by the employee that the stock price will be the closing price of the stock at end of each month. As of December 31, 2019, the Company has not issued common stock for the month of December 2019 and has a recorded liability of $1,200. In May 2019, the Company engaged a consultant to provide certain specified services under the terms of a letter agreement. As compensation, the Company issued 1,000,000 common shares with a fair value of $16,000 to a consultant which was expensed during the year ended December 31, 2019, and agreed to pay the consultant $1,500 per month. If the Company acquired or merged with a certain specified entity, the consultant was entitled to a $10,000 fee payable in common stock. If the Company acquired merged with another certain specified entity, the consultant was entitled to a $25,000 fee payable in common stock. Neither transaction occurred and the agreement expired on December 31, 2019. On July 17, 2019 the Company sold 2,500,000 shares of common stock for proceeds of $25,000 ($0.01 per share). In August 2019, the Company issued 318,747 common shares with a fair value of $5,000 to a consultant for general administrative advisory services, which was expensed during the year ended December 31, 2019. In September 2019 the Company issued 1,250,000 shares of common stock valued at $20,375 ($0.016 per share) fair market value, pursuant to an investor relations agreement, and agreed to pay $2,500 and an additional $2,500 after 45 days for a variety of services, including investor and public relations assessment, marketing surveys, investor support, and strategic business planning. The agreement is for six months and may renew for an additional six months on the same terms unless either party notifies the other of non-renewal prior to the renewal date. In October 2019, the Company issued 191,087 shares of common stock valued at $4,395, an average of $.023 per share for consulting services for BLU3 operating manual. Under the STS Agreement, the Company paid an initial license fee in April 2018 through the issuance of 759,422 shares of common stock with a fair value of $30,000 which is being amortized on a straight-line basis over its five year term. The STS Agreement further provides for royalties to be paid based on annual net revenues achieved. In December 2019, the Company entered into Addendum No. 1 to amend the payments due upon the first commercial sale of NEMO. In accordance with Addendum No. 1, $8,250 was paid in cash and $8,250 was accrued as of December 31, 2019. The Company issued 828,221 shares of common stock with a fair value of $18,635 in satisfaction of $13,500 for the first commercial sale. The Company accrued $13,828 in December 2019 as royalty payments for the fourth quarter commercial sales of NEMO. Preferred Stock During the second quarter of 2010, the holder of the majority of the Company’s outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation authorizing the issuance of 10,000,000 shares of blank check preferred stock. The blank check preferred stock as authorized has such voting powers, designations, preferences, limitations, restrictions and relative rights as may be determined by our Board of Directors of the Company from time to time in accordance with the provisions of the Florida Business Corporation Act. In April 2011 the Board of Directors designated 425,000 shares of the blank check preferred stock as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into a share of the Company’s common stock at any time at the option of the holder at a conversion price of $18.23 per share. Holders of shares of Series A Convertible Preferred Stock are entitled to 250 votes for each share held. The Company’s common stock and Series A Convertible Preferred Stock vote together as on any matters submitted to our shareholders for a vote. As and December 31, 2019 and 2018, the 425,000 shares of Series A Convertible Preferred Stock are owned by Robert M. Carmichael. Equity Incentive Plan On August 22, 2007, the Company adopted an Equity Incentive Plan (the “Plan”). The Plan expired on August 22, 2017. All 297 options issued under the Plan had expired as of December 31, 2019. Equity Compensation Plan Information as of December 31, 2018: Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted – average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c) Equity Compensation Plans Approved by Security Holders 234 $ 1,350 — Equity Compensation Plans Not Approved by Security Holders — — — Total 234 $ 1,350 — Equity Compensation Plan Information as of December 31, 2019: Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted – average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c) Equity Compensation Plans Approved by Security Holders — $ — — Equity Compensation Plans Not Approved by Security Holders 35,295,237 $ .018 — Total 35,295,237 $ .018 — Options Effective July 29, 2019 the Company issued options to purchase up to an aggregate of 22,838,094 shares of common stock to Mr. Pitzner and Blake Carmichael. The options were issued pursuant to a stock option grant agreements and are exercisable at $0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $95,862 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 2.10%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of 172%. In August 2019 8,304,761 options belonging to Mr. Pitzner were cancelled. Stock option expense recognized during for the year ended December 31, 2019 was $55,641. Effective July 29, 2019 the Company issued Robert M. Carmichael options to purchase up to 20,761,904 shares of common stock. The options were issued pursuant to a Grant Agreement and are exercisable at $0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $87,147 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 2.01%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of 172%. Stock option expense recognized for the year ended December 31, 2019 was $76,423. A summary of the Company’s stock option as of December 31, 2019, and changes during the year 2019 then ended is presented below: Number of Options Weighted Average Exercise Price Options outstanding at December 31, 2018 — $ — Options granted 43,599,998 0.018 Options exercised — — Options cancelled (8,304,761 ) 0.018 Options expired — — Options outstanding at December 31, 2019 35,295,237 $ 0.018 Options exercisable at December 31, 2019 24,914,285 $ 0.018 At December 31, 2019 the intrinsic value of the options outstanding is $158,829 and options exercisable is $112,114. Changes in the Company’s non-vested options for the year ended December 31, 2019 summarized as follows: December 31, 2019 Number of Options Weighted Average Exercise Price Nonvested options at December 31, 2018 — $ — Granted 43,599,998 0.018 Vested (24,914,285 ) 0.018 Cancelled (8,304,761 ) 0.018 Nonvested options at December 31, 2019 10,380,952 $ 0.018 Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.018 35,295,237 4.58 $ 0.018 24,914,285 $ 0.018 Totals 35,295,237 4.58 $ 0.018 24,914,285 $ 0.018 Warrants In March 2019, the Company issued the Hyatt Warrant as part of the unit issued and sold to Mr. Hyatt, with the unit consisting of 50,000,000 shares of common stock and 50,000,000 18 month common stock purchase warrants exercisable at $0.01 per share in consideration of $500,000. A summary of the Company’s warrants as of December 31, 2019, and changes during the year ended December 31, 2019 are presented below: Number of Warrants Weighted Average Exercise Price Warrants outstanding at December 31, 2018 6,783,551 $ 0.0115 Warrants granted 50,000,000 0.01 Warrants exercised — — Warrants cancelled — — Warrants expired (4,174,826 ) — Warrants outstanding at December 31, 2019 52,608,725 $ 0.01 Warrants exercisable at December 31, 2019 52,608,725 $ 0.01 Warrants Outstanding at December 31, 2019 Warrants Exercisable at December 31, 2019 Range of Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.01 -$0.0115 52,608,725 0.66 $ 0.01 52,608,725 $ 0.01 Totals 52,608,725 0.66 $ 0.01 52,608,725 $ 0.01 On January 6, 2018, the Company issued 217,391 units consisting of 869,565 shares of common stock and 217,391 common stock purchase warrants exercisable at $0.0115 per share for a fair value of $10,000. The warrants are exercisable at any time for a period of two years from date of issuance. On February 2, 2018, the Company issued 434,783 units consisting of 1,739,130 shares of common stock and 434,783 common stock purchase warrants exercisable at $0.0115 per share for a fair value of $20,000. The warrants are exercisable at any time for a period of two years from date of issuance. A summary of the Company’s warrants as of December 31, 2018, and changes during the year ended December 31, 2018 are presented below: Number of Warrants Weighted Average Exercise Price Warrants outstanding at December 31, 2017 4,174,826 $ 0.0115 Warrants granted 2,608,725 0.0115 Warrants exercised — — Warrants cancelled — — Warrants expired — — Warrants outstanding at December 31, 2018 6,783,551 $ 0.0115 Warrants exercisable at December 31, 2018 6,783,551 $ 0.0115 Warrants Outstanding at December 31, 2018 Warrants Exercisable at December 31, 2018 Range of Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.0115 6,783,551 0.93 $ 0.0115 6,783,551 $ 0.0115 Totals 6,783,551 0.93 $ 0.0115 6,783,551 $ 0.0115 Equity Based Incentive / Retention Bonuses On November 2, 2012, the Board of Directors consented to grant equity based bonuses to certain key employees and consultants as an incentive to retain their services. Stock incentive bonuses were to vest, and be paid out on May 2, 2013, contingent upon continued employment or service. The stock bonus price per share was calculated based on last closing price as reported on per the OTC Markets prior to the grant date for a total of $75,100. Shares were set aside and reserved for this transaction. The Company accrued operating expense ratably from the time of the awards through May 2, 2013, when vested. Of the 61,852 vested shares, only 5,185 were issued. On April 29, 2016, the Board of Directors determined it was not in the best interest of either the Company or the recipients to pay bonuses based on the current and foreseeable share price and cancelled the bonuses payable. The results of this action, 56,669 shares to be issued are included in a reduction of shares payable as reflected on the equity and balance sheet at December 31, 2018. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segments | 14. SEGMENTS The Company has three operating segments as described below; 1. Legacy SSA Products, which sells recreational hookah diving systems. 2. High Pressure Gas Systems, which sells high pressure air and industrial gas compressor packages. 3. Ultra Portable Tankless Dive Systems, which sells next generation electric surface supply air diving systems and electric shallow dive system that are battery operated and completely portable to the user. Years Ended December 31, 2019 2018 Net Revenues: Legacy SSA Products $ 2,073,300 $ 2,098,432 High Pressure Gas Systems 700,654 443,775 Ultra Portable Tankless Dive Systems 193,724 - Total net revenues $ 2,967,678 $ 2,542,207 Cost of Revenues: Legacy SSA Products $ 1,795,737 $ 1,945,332 High Pressure Gas Systems 474,338 281,252 Ultra Portable Tankless Dive Systems 249,176 - Total cost of revenues $ 2,519,251 $ 2,226,584 Gross Profit(loss): Legacy SSA Products $ 277,564 $ 153,100 High Pressure Gas Systems 226,315 162,523 Ultra Portable Tankless Dive Systems (55,452 ) - Total gross profit(loss) $ 448,427 $ 315,623 Segment Depreciation: Legacy SSA Products $ 5,252 $ 36,580 High Pressure Gas Systems - - Ultra Portable Tankless Dive Systems 4,030 - Total segment depreciation $ 9,282 $ 36,580 Years Ended December 31, 2019 2018 Segment income / (loss) from Operations: Legacy SSA Products $ (826,455 ) $ (792,104 ) High Pressure Gas Systems (89,108 ) (142,270 ) Ultra Portable Tankless Dive Systems (368,103 ) (76,868 ) Total segment income/(loss) from operations $ (1,283,666 ) $ (1,011,242 ) December 31, 2019 December 31, 2018 Segment assets: Legacy SSA Products $ 1,183,829 $ 775,262 High Pressure Gas Systems 265,361 164,689 Ultra Portable Tankless Dive Systems 217,375 56,015 Total Assets $ 1,666,565 $ 995,966 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. SUBSEQUENT EVENTS Between January 1, 2020 and June 10, 2020 the Company issued an aggregate of 330,636 shares of common stock to an employee for services performed in December 2019 and the first five (5) months of 2020. See note 13. On January 2, 2020 the vesting conditions for the December 2018 issuance of 20,000,000 shares of common stock to Robert M. Carmichael as an incentive bonus were satisfied and the shares were then considered outstanding. See notes 7 and 13. On January 6, 2020, the Company sold an aggregate of 2,647,065 shares of its common stock to Grace Kelly Hyatt, the minor daughter of Mr. Hyatt. The Company received proceeds of $45,000 for this transaction. Mr. Hyatt, a member of the Company’s Board of Directors, has voting and dispositive control over the shares held by Grace Kelly Hyatt. Mr. Pitzner resigned from the Board of Directors on January 6, 2020. Jeffrey Guzy was appointed to the Board of Directors on January 9, 2020, filling the vacancy created by Mr. Pitzner’s resignation. On January 9, 2020 the Company entered into a Director Agreement with Mr. Guzy pursuant to which it agreed to pay him a monthly Board fee of $1,000 and issue him a three year immediately exercisable stock option to purchase up to 2,000,000 shares of the Company’s common stock exercisable at $0.0229 per share. On January 11, 2020 the Company entered into a Consulting Agreement with BizLaunch Advisors, LLC to provide the Company with outside CFO advisory and related services. As compensation the Company agreed to pay the consultant a monthly retainer of $2,000 and issued it a three-year option to purchase 2,000,000 shares of common stock at an exercise price of $0.0229 per share. In May 2020 the Company terminated the agreement but the option remains outstanding. On February 23, 2020, Mr. Hyatt exercised a portion of an outstanding Hyatt Warrant representing 12,500,000 shares of common stock. The Company received proceeds of $125,000 upon such exercise. In March 2020 the Company announced that that its BLU3 subsidiary had submitted a technical proposal in response to the U.S. Department of Defense DIY Hack-A-Vent Innovation Challenge and other similar initiatives seeking innovative ways to rapidly produce ventilators during this time of critical demand due to COVID-19. The original challenger indicated that the top three submissions would be selected by a panel of experts and may be offered an opportunity to produce a functioning prototype. BLU3’s proposal included utilization of an existing BLU3 technology, Nemo, at the core of the ventilator solution, which the team has named BLU3 Vent. BLU3 Vent is the product of converting the Company’s existing, software driven, inspiration sensitive, battery powered, tankless diving system to perform the behaviors of mechanical ventilation. Management of the Company believes the BLU3 Vent is unique in its ability to rapidly be converted into a device that meets all of the Hack-a-Vent requirements. In late March, 2020, the Company was notified that the BLU3 Vent design submission was selected as number five out of 172 entries in the Hack-a-Vent challenge following Northrup Grumman, Coridea, Navsea, and L3 Harris Corp. On April 14, 2020, the Company received a purchase order from a third-party to mature the design into a functional ventilator prototype. BLU3 Vent emerged as the first in the Hack-a-Vent challenge to pass through preliminary testing at Uniformed Services University to confirm feasibility to treat an ARDS inflicted patient. BLU3 Vent has been submitted initial documents for a review with the FDA at the direction and with the support of the Wright Brothers Institute (WBI) under an additional purchase order issued May 12, 2020. The project is currently on standby as the urgent demand for emergency use ventilators has declined. The team is working with WBI to be prepared in case a major demand for ventilators returns. On April 2, 2020 Mr. Hyatt exercised an additional portion of an outstanding Hyatt Warrant representing 10,000,000 shares of common stock. The Company received proceeds of $100,000 upon such exercise. On April 10, 2020 the Company sold an aggregate of 20,000,000 shares of its common stock at a purchase price $0.025 per share to accredited investors, including Mr. Hyatt, in a private transaction, resulting in proceeds to the Company of $500,000. On April 14, 2020 the Company entered into a Non-Qualified Stock Option Agreement with Robert M. Carmichael (the “Carmichael Option Agreement”). Under the terms of the Carmichael Option Agreement, as additional compensation the Company granted Mr. Carmichael an option (the “Carmichael Option”) to purchase up to an aggregate of 125,000,000 shares of the Company’s common stock at an exercise price of $.045 per share, of which the right to purchase 75,000,000 shares of common stock is subject to vesting upon the achievement of the net revenue milestones set forth below (the “Net Revenue Portion of the Option”) and the right to purchase 50,000,000 shares of common stock is subject to vesting upon official notice of the listing of the Company’s common stock on The Nasdaq Stock Market, the NYSE American LLC or similar stock exchange. The Net Revenue Portion of the Option shall vest as follows: ● the right to purchase 25,000,000 shares of the Company’s common stock shall vest at such time as the Company reports cumulative consolidated net revenues, including revenues from related parties and revenues recognized by the Company arising out of any subsequent acquisitions, mergers, or other business combinations following the closing date of such transaction (the collectively, “Net Revenues”), in excess of $3,500,000 in the aggregate over four consecutive fiscal quarters commencing May 1, 2020 and ending on April 30, 2023 (the “Net Revenue Period”); ● the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $7,000,000 in the aggregate over four consecutive fiscal quarters during the Net Revenue Period; and ● the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $10,500,000 in the aggregate over four consecutive quarters during the Net Revenue Period. The Carmichael Option Agreement provides that the Carmichael Option is exercisable by Mr. Carmichael on a cashless basis. The Carmichael Option is not transferrable by Mr. Carmichael, and he must remain an employee of the Company as an additional term of vesting. Once a portion of the Carmichael Option vests, it is exercisable by Mr. Carmichael for 90 days. Any portion of the Carmichael Option which does not vest during the Net Revenue Period lapses and Mr. Carmichael has no further rights thereto. On April 9, 2020 the Company entered into an Investor Relations Consulting Agreement with HIR Holdings, LLC pursuant to which the Company engaged the firm to provide investor relations services. The term of the agreement is for a minimum guaranteed period of six months, and thereafter is cancellable by either party upon 30 days notice to the other party. As compensation the Company issued the consultant 3,000,000 shares of its common stock, valued at $105,000, and is responsible for reimbursement of certain pre-approved expenses. On April 9, 2020 the Company also entered into a Corporate Communication Consulting Agreement with Impact IR Inc. pursuant to which the Company also engaged this firm to provide investor relations services. The term of the agreement is six months. As compensation the Company issued the consultant 2,000,000 shares of its common stock valued at $70,000. On April 28, 2020 the Company awarded two employees 1,333,333 shares of its common stock valued at $64,000 as additional compensation for their services to the Company. On May 12, 2020 the Company received the proceeds from an unsecured $159,600 loan (the “PPP Loan”) through South Atlantic Bank under the Paycheck Protection Program (the “PPP”) pursuant to the Coronavirus Aid, Relief and Economic Security Act (the “CARES” Act) which is administered by the United States Small Business Administration. In accordance with the requirements of the CARES Act, the Company will use proceeds from the PPP Loan primarily for payroll costs. The PPP Loan is scheduled to mature on April 9, 2022 (the “Maturity Date”) and has a 1% interest rate. Commencing on November 9, 2020 and continuing on the same day of each following month, the Company must pay principal and interest payments of $8,983.41 until the Maturity Date, at which time the remaining principal and accrued interest is due in full. The promissory note evidencing the PPP Loan contains customary events of default relating to, among other things, payment defaults and provisions of the promissory note. On May 21, 2020 the Board of Directors of the Company agreed to provide incentive compensation to six individuals who are either its employees or independent contractors for additional time spent by these Individual on BLU3-VENT project. Of the aggregate of approximately $214,648 of incentive compensation, $53,668 was paid in cash and the balance of $160,980 was paid through the issuance of an aggregate of 3,658,633 shares of the Company’s common stock valued at $0.044 per share. Robert M. Carmichael received a total of $31,904 of incentive compensation which was paid through the issuance of 725,087 shares of the Company’s common stock and Blake Carmichael received a total of $37,369 of incentive compensation which was paid through the issuance of 849,305 shares of the Company’s common stock. On May 29, 2020 the Company entered into a Note Extension and Amendment Agreement with the holder of a $50,000 principal amount 6% secured convertible promissory note due December 31, 2019 pursuant to which the due date of the note was extended to December 31, 2020. On June 8, 2020 the Company entered into a Note Extension and Amendment Agreement with the holder of a second $50,000 principal amount 6% secured convertible promissory note due December 31, 2019 pursuant to which the due date of the note was extended to December 31, 2020 During early 2020 an offer of settlement for $50,000 was made by the Company to the Estate of Ernesto Rodriguez (Case No. CACE-15-03238 and CACE -16-0000242). The settlement was accepted and the Circuit Court in and for Broward County, Florida entered an Order on May 13, 2020 which approved the settlement. The Final Order of Dismissal was entered on behalf of the Company and Trebor on May 19, 2020. The $50,000 settlement amount is payable in installments through May 19, 2022. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Description of business |
Basis of Presentation | Basis of Presentation |
Definition of Fiscal Year | Definition of fiscal year |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of estimates |
Cash and Equivalents | Cash and equivalents |
Going Concern | Going Concern On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. In response to this declaration and the rapid spread of COVID-19 within the United States, federal, state and local governments throughout the country have imposed varying degrees of restrictions on social and commercial activity to promote social distancing in an effort to slow the spread of the illness. These measures have begun to have a significant adverse impact upon many sectors of the economy, including retail commerce. In response to these measures, the “stay at home” order issued in April 2020 by the Governor of the State of Florida where our business is located, and for the protection of our employees and customers, we temporarily reduced non-essential staffing at our corporate office and altered work schedules at our manufacturing and warehouse facilities. In addition, some of our senior management and our office personnel began working remotely and maintaining full capabilities to serve our customers. Earlier, in mid-March 2020 we had taken steps to increase production to build up our finished goods inventory as well as purchasing additional raw material inventory items thereby allowing us to maintain production if supply chain interruptions were to happen. During the beginning of the second quarter of fiscal 2020 we experienced an impact on our sales to our brick and mortar customers as many of the retail dealer stores temporarily closed. In response, we ramped up our direct to consumer engagement. On May 4, 2020 the Florida “stay at home” order was lifted and the phased reopening of the State of Florida began. We have resumed all of our historic operations, and all personnel have returned to full time work at our corporate office and manufacturing and warehouse facilities. In addition, our historic attendance at boat shows and similar marketing events has been an important part of our marketing and sales strategy. As we do not expect that those type of events will be held in 2020 as a result of the COVID-19 pandemic, we have migrated our marketing focus to online marketing in an effort to maintain product visibility. While our revenues began returning to comparable 2019 period levels beginning in mid-May 2020, we anticipate the impact of COVID-19 on the quarter ended June 30, 2020 will be material, although we are not able to quantify an impact at this time. While we are not able to estimate the ultimate impact of the COVID-19 pandemic on our financial condition and future results of operations, depending on the prolonged impact of the COVID-19 outbreak, this situation will have a significant adverse effect on our reported results of operations for the six months ended June 30, 2020 and possibly beyond. The extent to which the coronavirus impacts our results and financial condition, however, will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge and the actions to contain and treat its impacts, among others. The Company believes that existing operational cash flow may not be sufficient to fund presently anticipated operations, this raises substantial doubt about our ability to continue as a going concern. Therefore, the Company will seek to continue to raise additional funds as needed and is currently exploring alternative sources of financing including commercial banks and other lending institutions. The Company has issued a number of common shares and has historically issued convertible notes to finance working capital needs and may continue to seek to raise additional capital through sale of restricted common stock or other securities or obtaining short term loans. The Company has no firm commitment for any additional capital and there are no assurances it will be successful in obtaining additional funds. If BWMG fails to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale back or cease operations, liquidate assets and possibly seek bankruptcy protection. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. |
Accounts Receivable | Accounts receivable |
Inventory | Inventory |
Property and Equipment and Leasehold Improvements | Property and equipment and leasehold improvements The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted the new accounting standard ASC 606, “ Revenue from Contracts with Customers We recognize the sale of products under single performance obligations upon shipment of the units as that is when ownership is transferred and our performance is completed. Revenues from repair and maintenance activities is recognized when the repairs are completed and the units have been shipped. |
Product Development Costs | Product development costs |
Advertising and Marketing Costs | Advertising and marketing costs |
Research and Development Costs | Research and development costs Research and Development |
Customer Deposits and Unearned Revenue and Returns Policy | Customer deposits and unearned revenue and returns policy |
Warranty Policy | Warranty policy Guarantor’s Guarantees |
Income Taxes | Income taxes The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, they would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Stock-based Compensation | Stock-based compensation During the years ended December 31, 2019 and 2018, the Company recognized share based compensation with a fair value of $342,890 and $214,687, respectively. |
Beneficial Conversion Features on Convertible Debentures | Beneficial conversion features on convertible debentures |
Fair Value of Financial Instruments | Fair value of financial instruments Level 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. Management considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the Company’s perceived risk of that investment. At December 31, 2019, and 2018, the carrying amount of cash, accounts receivable, accounts receivable – related parties, accounts payable and accrued liabilities, accounts payable-related parties, customer deposits and unearned revenue, other liabilities, loans payable and convertible debentures, approximate fair value because of the short maturity of these instruments. |
Earnings Per Common Share | Earnings per common share |
New Accounting Pronouncements | New accounting pronouncements In June 2018, FASB issued ASU 2018-7, “ Compensation – Stock Compensation In February 2016, the FASB issued ASU 2016-02, Leases, |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of: December 31, 2019 2018 Raw materials $ 314,529 $ 225,954 Finished goods 404,579 497,216 Total Inventory, net $ 719,108 $ 723,170 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: December 31, 2019 2018 Prepaid inventory $ 48,523 $ 39,260 Prepaid insurance - 4,615 Prepaid expenses and other current assets - 14,645 $ 48,523 $ 58,520 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Leasehold Improvements | Property and equipment consists of the following as of: December 31, 2019 2018 Tooling and equipment $ 235,356 $ 138,632 Computer equipment and software 27,469 27,469 Vehicles 44,160 44,160 Leasehold improvements 43,779 43,779 350,764 254,040 Less: accumulated depreciation and amortization (247,687 ) (250,322 ) $ 103,077 $ 3,718 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consists of the following as of: December 31, 2019 December 31, 2018 Accounts payable trade and other $ 414,422 $ 249,833 Accrued payroll and fringe benefits 65,915 48,065 Accrued warranty expense 13,695 8,834 Accrued payroll taxes and withholding 7,984 8,415 Accrued interest 16,662 10,162 $ 518,678 $ 325,309 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | Other liabilities consist of the following as of: December 31, 2019 December 31, 2018 Asset purchase agreement payable $ 12,857 $ 12,857 Accrued royalties expense 16,216 2,027 Accrued expenses - 686 Accrued vendor settlement 23,176 - Accrued Board of Directors fees 49,500 -- Accrued legal settlement 50,000 -- $ 151,749 $ 15,570 |
Convertible Debentures, Conve_2
Convertible Debentures, Convertible Notes and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debentures | Convertible debentures consist of the following at December 31, 2019: Origination Maturity Interest Origination Original Period End Period End Period End Accrued Reg. 8/31/2011 8/31/2013 5 % 10,000 (4,286 ) 10,000 — 10,000 4,194 (2 ) 12/01/17 12/01/20 6 % 50,000 (12,500 ) 50,000 — 50,000 6,250 (4 ) 12/05/17 12/04/20 6 % 50,000 (12,500 ) 50,000 — 50,000 6,218 (5 ) $ 110,000 $ — $ 110,000 $ 16,662 Convertible debentures consist of the following at December 31, 2018: Origination Maturity Interest Origination Original Period End Period End Period End Accrued Reg. 05/3/2011 05/5/2012 10 % 300,000 (206,832 ) — — — — (1 ) 8/31/2011 8/31/2013 5 % 10,000 (4,286 ) 10,000 — 10,000 3,694 (2 ) 2/10/2012 2/10/2014 10 % 39,724 — - — (3 ) 12/01/17 12/01/19 6 % 50,000 (12,500 ) 50,000 — 50,000 3,250 (4 ) 12/05/17 12/04/19 6 % 50,000 (12,500 ) 50,000 — 50,000 3,218 (8 ) $ 110,000 $ — $ 110,000 $ 10,162 (1) On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The convertible debenture carried an interest rate of 10% interest per annum. The lender could at any time convert any portion of the convertible debenture to common shares at a 30% discount of the “Market Price” of the stock based on the average of the previous 10 days weighted average closing prices on the date prior to the notice of conversion. The Company could prepay the convertible debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share, respectively. As a result, the Company allocated fair market value (“FMV”) to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to interest expense. The Company recognized the FMV of the related warrants as $45,000 using the Black-Scholes valuation model. On November 15, 2018, the Company entered into a Note Conversion Agreement pursuant to which the Noteholder converted $526,583 of principal and accrued interest due under the convertible debenture into 50,000,000 shares of the Company’s common stock in full satisfaction of this obligation. The Company recorded a loss on this conversion of this debt of $248,417 which was charged to interest expense. (2) The Company borrowed $10,000 in exchange for a convertible debenture. The lender at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the BCF of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. (3) The Company entered into three new convertible debenture agreements upon sale/assignment of the original lenders. Because the stated terms of the new convertible debenture agreement and principal amounts were significantly different from the original convertible debenture, including analysis of value of the BCF at the assignment/purchase date, the transactions were treated as extinguishment of the old convertible debentures and recorded as new for accounting purposes. The conversion price under the convertible debentures was $0.37125 and the lender could convert at any time until the convertible debenture plus accrued interest was paid in full. Various other fees and penalties applied if payments or conversions were not done timely by the Company. The lender was limited to maximum conversion of 4.99% of the outstanding common stock of the Company at any one time. On June 15, 2018, the Company entered into a Note Satisfaction, Settlement and General Release Agreement with the lender. Under the terms of the agreement, the lender released and discharged the Company from any further obligation due the lender with no further consideration. The Company recognized income of $2,743 in principal and $4,457 in related accrued interest. (4) On December 1, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert M. Carmichael. The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the maturity date of the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $32,000 upon the modification of conversion price. Subsequent to December 31, 2019, the maturity date was further extended to December 1, 2020. (5) On December 5, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert M. Carmichael. The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $99,000 upon the modification of conversion price. Subsequent to December 31, 2019, the maturity date was further extended to December 31, 2020. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income tax expense are as follows for the years ended: December 31, 2019 2018 Current taxes Federal $ — $ — State — — Current taxes — — Change in deferred taxes 239,300 306,492 Change in valuation allowance (239,300 ) (303,972 ) Provision for income tax expense $ — $ 2,520 |
Schedule of Deferred Tax Assets and Liabilities | The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2019 and 2018: December 31, 2019 2018 Deferred tax assets: Equity based compensation $ 154,400 $ 154,400 Allowance for doubtful accounts 4,500 2,300 Net operating loss carryforward 1,390,700 1,161,700 Reserves for slow moving inventory 33,400 25,300 Total deferred tax assets 1,583,000 1,343,700 Valuation allowance (1,583,000 ) (1,343,700 ) Deferred tax assets net of valuation allowance — — Less deferred tax assets – non-current, net of valuation allowance — — Deferred tax assets – current, net of valuation allowance $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The significant differences between the statutory tax rate and the effective tax rates for the Company for the years ended are as follows: December 31, 2019 2018 Statutory tax rate (21.00 )% (21.00 )% State tax, net of Federal benefits (4.35 )% (4.35 )% Permanent differences 8.51 % 1.59 % Change in valuation allowance 16.84 % 23.57 % Effective tax rate — % 0.19 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Leases | Supplemental balance sheet information related to leases was as follows: Operating Leases Classification December 31, 2019 Right-of-use assets Operating right of use assets $ 545,035 Current lease liabilities Current operating lease liabilities $ 98,060 Non-current lease liabilities Long-term operating lease liabilities 446,975 Total lease liabilities $ 545,035 |
Summary of Operating Lease Liabilities | Lease term and discount rate were as follows: December 31, 2019 Weighted average remaining lease term (years) 4.68 Weighted average discount rate 5.91 % |
Schedule of Lease Cost | The components of lease costs were as follows: December 31, 2019 Operating lease cost $ 131,340 Variable lease cost 4,160 Total lease costs $ 135,500 |
Schedule of Cash Flow Information Related to Leases | Supplemental disclosures of cash flow information related to leases were as follows: December 31, 2019 Cash paid for operating lease liabilities $ 151,567 Operating right of use assets obtained in exchange for operating lease liabilities $ 635,613 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities were as follows as of December 31, 2019: Trebor Industries Office Lease BMG Office Lease Copier Total lease payments 2020 59,339 59,927 8,388 127,654 2021 61,119 61,725 8,388 131,232 2022 62,953 63,576 8,388 134,917 2023 64,842 65,484 2,796 133,122 2024 and thereafter 49,717 50,586 — 100,303 Total 297,970 301,298 27,960 627,228 Less: Imputed interest (39,432 ) (39,995 ) (2,766 ) (82,193 ) Present value of lease liabilities $ 258,538 $ 261,303 $ 25,194 $ 545,035 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Equity Compensation Plan Information | Equity Compensation Plan Information as of December 31, 2018: Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted – average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c) Equity Compensation Plans Approved by Security Holders 234 $ 1,350 — Equity Compensation Plans Not Approved by Security Holders — — — Total 234 $ 1,350 — Equity Compensation Plan Information as of December 31, 2019: Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted – average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c) Equity Compensation Plans Approved by Security Holders — $ — — Equity Compensation Plans Not Approved by Security Holders 35,295,237 $ .018 — Total 35,295,237 $ .018 — |
Schedule of Option Activity | A summary of the Company’s stock option as of December 31, 2019, and changes during the year 2019 then ended is presented below: Number of Options Weighted Average Exercise Price Options outstanding at December 31, 2018 — $ — Options granted 43,599,998 0.018 Options exercised — — Options cancelled (8,304,761 ) 0.018 Options expired — — Options outstanding at December 31, 2019 35,295,237 $ 0.018 Options exercisable at December 31, 2019 24,914,285 $ 0.018 |
Schedule of Nonvested Option Activity | Changes in the Company’s non-vested options for the year ended December 31, 2019 summarized as follows: December 31, 2019 Number of Options Weighted Average Exercise Price Nonvested options at December 31, 2018 — $ — Granted 43,599,998 0.018 Vested (24,914,285 ) 0.018 Cancelled (8,304,761 ) 0.018 Nonvested options at December 31, 2019 10,380,952 $ 0.018 |
Schedule of Option Outstanding and Exercisable | Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.018 35,295,237 4.58 $ 0.018 24,914,285 $ 0.018 Totals 35,295,237 4.58 $ 0.018 24,914,285 $ 0.018 |
Schedule of Warrants Activity | A summary of the Company’s warrants as of December 31, 2019, and changes during the year ended December 31, 2019 are presented below: Number of Warrants Weighted Average Exercise Price Warrants outstanding at December 31, 2018 6,783,551 $ 0.0115 Warrants granted 50,000,000 0.01 Warrants exercised — — Warrants cancelled — — Warrants expired (4,174,826 ) — Warrants outstanding at December 31, 2019 52,608,725 $ 0.01 Warrants exercisable at December 31, 2019 52,608,725 $ 0.01 A summary of the Company’s warrants as of December 31, 2018, and changes during the year ended December 31, 2018 are presented below: Number of Warrants Weighted Average Exercise Price Warrants outstanding at December 31, 2017 4,174,826 $ 0.0115 Warrants granted 2,608,725 0.0115 Warrants exercised — — Warrants cancelled — — Warrants expired — — Warrants outstanding at December 31, 2018 6,783,551 $ 0.0115 Warrants exercisable at December 31, 2018 6,783,551 $ 0.0115 |
Schedule of Warrants Outstanding and Exercisable | Warrants Outstanding at December 31, 2019 Warrants Exercisable at December 31, 2019 Range of Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.01 -$0.0115 52,608,725 0.66 $ 0.01 52,608,725 $ 0.01 Totals 52,608,725 0.66 $ 0.01 52,608,725 $ 0.01 Warrants Outstanding at December 31, 2018 Warrants Exercisable at December 31, 2018 Range of Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.0115 6,783,551 0.93 $ 0.0115 6,783,551 $ 0.0115 Totals 6,783,551 0.93 $ 0.0115 6,783,551 $ 0.0115 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Sechedule of Segment Reporing Information | Years Ended December 31, 2019 2018 Net Revenues: Legacy SSA Products $ 2,073,300 $ 2,098,432 High Pressure Gas Systems 700,654 443,775 Ultra Portable Tankless Dive Systems 193,724 - Total net revenues $ 2,967,678 $ 2,542,207 Cost of Revenues: Legacy SSA Products $ 1,795,737 $ 1,945,332 High Pressure Gas Systems 474,338 281,252 Ultra Portable Tankless Dive Systems 249,176 - Total cost of revenues $ 2,519,251 $ 2,226,584 Gross Profit(loss): Legacy SSA Products $ 277,564 $ 153,100 High Pressure Gas Systems 226,315 162,523 Ultra Portable Tankless Dive Systems (55,452 ) - Total gross profit(loss) $ 448,427 $ 315,623 Segment Depreciation: Legacy SSA Products $ 5,252 $ 36,580 High Pressure Gas Systems - - Ultra Portable Tankless Dive Systems 4,030 - Total segment depreciation $ 9,282 $ 36,580 Years Ended December 31, 2019 2018 Segment income / (loss) from Operations: Legacy SSA Products $ (826,455 ) $ (792,104 ) High Pressure Gas Systems (89,108 ) (142,270 ) Ultra Portable Tankless Dive Systems (368,103 ) (76,868 ) Total segment income/(loss) from operations $ (1,283,666 ) $ (1,011,242 ) December 31, 2019 December 31, 2018 Segment assets: Legacy SSA Products $ 1,183,829 $ 775,262 High Pressure Gas Systems 265,361 164,689 Ultra Portable Tankless Dive Systems 217,375 56,015 Total Assets $ 1,666,565 $ 995,966 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net (loss) income | $ (1,421,740) | $ (1,302,985) |
Accumulated deficit | 11,604,518 | 10,182,778 |
Allowance for doubtful accounts | 17,784 | 9,200 |
Advertising and trade show expense | 56,047 | 89,415 |
Research and development costs | $ 67,161 | 113,920 |
Percentage of minimum deposit for custom and large tank fill systems | 50.00% | |
Percentage of restocking fees | 15.00% | |
Customer deposits and unearned revenue | $ 121,208 | 245,907 |
Reserve for warranty work | 13,695 | 8,834 |
Stock issued for employee compensation | $ 342,890 | $ 214,687 |
Potentially dilutive shares included from dilutive earnings per share | 98,498,711 | 17,706,135 |
Minimum [Member] | ||
Property, plant and equipment, useful life | 3 years | |
Maximum [Member] | ||
Property, plant and equipment, useful life | 5 years |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Reserve for obsolete inventory | $ 175,957 | $ 143,957 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 314,529 | $ 225,954 |
Finished goods | 404,579 | 497,216 |
Total Inventory, net | $ 719,108 | $ 723,170 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid inventory | $ 48,523 | $ 39,260 |
Prepaid insurance | 4,615 | |
Prepaid expenses and other current assets | 14,645 | |
Prepaid expense and other assets, current | $ 48,523 | $ 58,520 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 9,282 | $ 36,580 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Equipment and Leasehold Improvements (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 350,764 | $ 254,040 |
Less: accumulated depreciation and amortization | (247,687) | (250,322) |
Property and equipment, net | 103,077 | 3,718 |
Tooling and Equipment [Member] | ||
Property and equipment, gross | 235,356 | 138,632 |
Computer Equipment and Software [Member] | ||
Property and equipment, gross | 27,469 | 27,469 |
Vehicles [Member] | ||
Property and equipment, gross | 44,160 | 44,160 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 43,779 | $ 43,779 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other assets | $ 20,149 | $ 26,147 |
Refundable deposits | 6,649 | 6,649 |
Unamortized license fee | $ 13,500 | $ 19,498 |
Customer Credit Concentrations
Customer Credit Concentrations (Details Narrative) - Sales Revenue [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration credits risk | 90.00% | |
Six Entities [Member] | ||
Concentration credits risk | 22.33% | 27.80% |
Related Parties Transactions (D
Related Parties Transactions (Details Narrative) - USD ($) | Jul. 29, 2019 | Jul. 17, 2019 | Mar. 07, 2019 | Feb. 02, 2018 | Jan. 06, 2018 | Aug. 02, 2017 | Mar. 03, 2009 | Oct. 31, 2019 | Aug. 31, 2019 | Feb. 28, 2019 | Dec. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Net revenues from related parties | $ 662,742 | $ 706,778 | |||||||||||||
Accounts payable - related parties | $ 125,243 | $ 263,544 | $ 263,544 | 125,243 | |||||||||||
Percentage of gross revenues per quarter required to pay | 2.50% | 2.50% | |||||||||||||
Total royalty expense | $ 50,643 | 52,221 | |||||||||||||
Number of shares issued, shares | 2,500,000 | 1,739,130 | 869,565 | ||||||||||||
Number of shares issued, value | $ 25,000 | $ 20,000 | $ 10,000 | ||||||||||||
Shares issued price per share | $ 0.01 | $ 0.023 | |||||||||||||
Number of shares issued for services, shares | 191,087 | ||||||||||||||
Number of shares issued for services, value | $ 4,395 | 154,746 | 204,111 | ||||||||||||
Stock compensation expense | $ 188,314 | $ 10,576 | |||||||||||||
Stock options exercise | |||||||||||||||
Number of common stock to purchase warrants | 434,783 | 217,391 | |||||||||||||
Warrants exercisable price per share | $ 0.0115 | $ 0.0115 | |||||||||||||
Share based payment arrangement stock options | 35,295,237 | 35,295,237 | |||||||||||||
Share based payment arrangement stock options exercisable | $ 0.018 | $ 0.018 | |||||||||||||
Restricted Common Stock [Member] | |||||||||||||||
Issuance of restricted shares, share | 3,333,333 | 1,666,667 | |||||||||||||
Issuance of restricted shares | $ 31,250 | $ 31,250 | |||||||||||||
Robert M. Carmichael [Member] | |||||||||||||||
Number of shares issued, shares | 20,000,000 | ||||||||||||||
Stock compensation expense | 188,314 | 10,576 | |||||||||||||
Mr. Charles F. Hyatt [Member] | Subscription Agreement [Member] | |||||||||||||||
Number of shares issued, shares | 50,000,000 | ||||||||||||||
Number of common stock to purchase warrants | 50,000,000 | ||||||||||||||
Warrants exercisable price per share | $ 0.01 | ||||||||||||||
Proceeds from private transaction | $ 500,000 | ||||||||||||||
Brownie's Southport Divers, Inc., Brownie's Palm Beach Divers, and Brownie's Yacht Toys [Member] | Robert M. Carmichael [Member] | |||||||||||||||
Net revenues from related parties | 653,315 | 696,362 | |||||||||||||
Brownies Southport Divers, Inc.., [Member] | |||||||||||||||
Accounts receivable from related parties | $ 49,443 | $ 28,555 | 28,555 | 49,443 | |||||||||||
Brownies Palm Beach Divers [Member] | |||||||||||||||
Accounts receivable from related parties | 7,731 | 10,914 | 10,914 | 7,731 | |||||||||||
Brownie's Yacht Toys [Member] | |||||||||||||||
Accounts receivable from related parties | 8,646 | 4,973 | 4,973 | 8,646 | |||||||||||
Three Entities [Member] | |||||||||||||||
Net revenues from related parties | 9,427 | 10,416 | |||||||||||||
BGL [Member] | |||||||||||||||
Accounts receivable from related parties | 19,314 | 19,314 | |||||||||||||
Credit note | 14,944 | 14,944 | |||||||||||||
Mr. Carmichael [Member] | |||||||||||||||
Accounts receivable from related parties | $ 12,603 | 12,603 | 12,603 | $ 12,603 | |||||||||||
Mr. Robert Carmichael [Member] | |||||||||||||||
Number of shares issued, shares | 999,934 | ||||||||||||||
Number of shares issued, value | $ 19,499 | ||||||||||||||
Shares issued price per share | $ 0.0195 | $ 0.0195 | |||||||||||||
Mr. Mikkel Pitzner [Member] | |||||||||||||||
Number of shares issued, shares | 708,287 | ||||||||||||||
Number of shares issued, value | $ 13,812 | ||||||||||||||
Shares issued price per share | $ 0.0195 | $ 0.0195 | |||||||||||||
Annual fee | $ 6,000 | ||||||||||||||
Issuance of restricted shares, share | 5,000,000 | ||||||||||||||
Consulting agreement expiring date | Jan. 31, 2019 | ||||||||||||||
Issuance of restricted shares | $ 62,500 | ||||||||||||||
Monthly salary | $ 9,300 | ||||||||||||||
Allowance for consulting services | $ 1,300 | ||||||||||||||
Stock compensation expense | $ 55,641 | ||||||||||||||
Share based payment arrangement stock options | 22,838,094 | ||||||||||||||
Share based payment arrangement stock options exercisable | $ 0.018 | ||||||||||||||
Share based payment arrangement stock option grante term | 5 years | ||||||||||||||
Vested fair value | $ 95,862 | ||||||||||||||
Risk free interest rate | 2.10% | ||||||||||||||
Expected life | 5 years | ||||||||||||||
Diviedend yield | 0.00% | ||||||||||||||
Expected volatility | 172.00% | ||||||||||||||
Stock option cancelled | 8,304,761 | ||||||||||||||
Blake Carmichael [Member] | Six Month Employment Agreement [Member] | |||||||||||||||
Number of shares issued, shares | 2,000,000 | ||||||||||||||
Number of shares issued, value | $ 25,000 | ||||||||||||||
Monthly salary | $ 3,600 | ||||||||||||||
Mr. Dana Allan [Member] | |||||||||||||||
Number of shares issued for services, shares | 2,000,000 | 552,742 | |||||||||||||
Number of shares issued for services, value | $ 50,200 | $ 10,778 | |||||||||||||
Mr. Robert M. Carmichael [Member] | |||||||||||||||
Stock compensation expense | 76,423 | ||||||||||||||
Share based payment arrangement stock options | 20,761,904 | ||||||||||||||
Share based payment arrangement stock options exercisable | $ 0.018 | ||||||||||||||
Share based payment arrangement stock option grante term | 5 years | ||||||||||||||
Vested fair value | $ 87,147 | ||||||||||||||
Risk free interest rate | 2.01% | ||||||||||||||
Expected life | 5 years | ||||||||||||||
Diviedend yield | 0.00% | ||||||||||||||
Expected volatility | 172.00% | ||||||||||||||
Mr. Robert M. Carmichael [Member] | Patent Purchase Agreement [Member] | |||||||||||||||
Stock options exercise | 234 | ||||||||||||||
Stock options exercise value | $ 1,350 | ||||||||||||||
Share-based compensation arrangement, expiring period | 10 years | ||||||||||||||
Board of Directors [Member] | |||||||||||||||
Annual for serving amount | 18,000 | ||||||||||||||
Accrued board of directors fees | $ 46,500 | $ 46,500 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable trade and other | $ 414,422 | $ 249,833 |
Accrued payroll and fringe benefits | 65,915 | 48,065 |
Accrued warranty expense | 13,695 | 8,834 |
Accrued payroll taxes and withholding | 7,984 | 8,415 |
Accrued interest | 16,662 | 10,162 |
Total | $ 518,678 | $ 325,309 |
Other Liabilities - Schedule of
Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Asset purchase agreement payable | $ 12,857 | $ 12,857 |
Accrued royalties expense | 16,216 | 2,027 |
Accrued expenses | 686 | |
Accrued vendor settlement | 23,176 | |
Accrued Board of Director fees | 49,500 | |
Accrued legal settlement | 50,000 | |
Total | $ 151,749 | $ 15,570 |
Convertible Debentures, Conve_3
Convertible Debentures, Convertible Notes and Loans Payable (Details Narrative) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jul. 17, 2019 | Nov. 15, 2018 | Feb. 02, 2018 | Feb. 02, 2018 | Jan. 06, 2018 | Dec. 05, 2017 | Dec. 01, 2017 | May 03, 2011 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 15, 2018 | ||||
Warrants exercise price per share | $ 0.0115 | $ 0.0115 | $ 0.0115 | ||||||||||||||
Number of shares issued, shares | 2,500,000 | 1,739,130 | 869,565 | ||||||||||||||
Accrued interest | $ 16,662 | $ 16,662 | $ 10,162 | ||||||||||||||
Loss on extinguishment of debt | (131,000) | ||||||||||||||||
Loans payable non-interest bearing | 100,000 | $ 100,000 | 116,572 | ||||||||||||||
Hoboken Street Association [Member] | |||||||||||||||||
Debt maturity date | Oct. 15, 2016 | ||||||||||||||||
Loans payable non-interest bearing | 10,000 | $ 10,000 | 10,000 | ||||||||||||||
Mr. Tom Gonzales [Member] | |||||||||||||||||
Debt maturity date | Jul. 1, 2013 | ||||||||||||||||
Loans payable non-interest bearing | 200,000 | $ 200,000 | |||||||||||||||
Repayments of loans | 16,572 | $ 0 | |||||||||||||||
Marlin Capital Solutions [Member] | |||||||||||||||||
Loans payable non-interest bearing | $ 89,772 | $ 96,725 | $ 89,772 | ||||||||||||||
Monthly installments | $ 3,144 | ||||||||||||||||
Conversion Agreement [Member] | Noteholder [Member] | |||||||||||||||||
Debt instrument, principal balance | $ 526,583 | ||||||||||||||||
Number of shares issued, shares | 50,000,000 | ||||||||||||||||
Interest expense | $ 248,417 | ||||||||||||||||
Warrant One [Member] | |||||||||||||||||
Warrants exercise price per share | $ 0.0115 | ||||||||||||||||
Fair market value of warrants | $ 10,000 | ||||||||||||||||
Warrant Two [Member] | |||||||||||||||||
Warrants exercise price per share | $ 0.0115 | $ 0.0115 | |||||||||||||||
Fair market value of warrants | $ 20,000 | ||||||||||||||||
Convertible Debenture One [Member] | |||||||||||||||||
Borrowing convertible debenture | $ 300,000 | ||||||||||||||||
Debt instrument interest percentage | 5.00% | [1] | 10.00% | 5.00% | [1] | 10.00% | [2] | ||||||||||
Percentage of discount on conversion price | 30.00% | ||||||||||||||||
Debt discount | $ 206,832 | ||||||||||||||||
Fair market value of warrants | $ 45,000 | ||||||||||||||||
Debt maturity date | Aug. 31, 2013 | [1] | May 5, 2012 | [2] | |||||||||||||
Convertible Debenture One [Member] | Warrant One [Member] | |||||||||||||||||
Number of warrants granted | 300,000 | ||||||||||||||||
Warrants exercise price per share | $ 337.50 | ||||||||||||||||
Convertible Debenture One [Member] | Warrant Two [Member] | |||||||||||||||||
Number of warrants granted | 600,000 | ||||||||||||||||
Warrants exercise price per share | $ 472.50 | ||||||||||||||||
Convertible Debenture Two [Member] | |||||||||||||||||
Borrowing convertible debenture | $ 10,000 | $ 10,000 | |||||||||||||||
Debt instrument interest percentage | 6.00% | [3] | 6.00% | [3] | 5.00% | [1] | |||||||||||
Percentage of discount on conversion price | 30.00% | ||||||||||||||||
Interest expense | $ 4,286 | ||||||||||||||||
Debt maturity date | Dec. 1, 2020 | [3] | Aug. 31, 2013 | [1] | |||||||||||||
Convertible Debenture Three [Member] | |||||||||||||||||
Debt instrument interest percentage | 6.00% | [4] | 6.00% | [4] | 10.00% | [5] | |||||||||||
Debt conversion price per share | $ 0.37125 | $ 0.37125 | |||||||||||||||
Maximum conversion of common stock, percentage | 4.99% | ||||||||||||||||
Debt maturity date | Dec. 4, 2020 | [4] | Feb. 10, 2014 | [5] | |||||||||||||
Convertible Debenture Three [Member] | Satisfaction Agreement [Member] | |||||||||||||||||
Debt instrument, principal balance | $ 2,743 | ||||||||||||||||
Accrued interest | $ 4,457 | ||||||||||||||||
Convertible Debenture Four [Member] | |||||||||||||||||
Debt instrument interest percentage | [3] | 6.00% | |||||||||||||||
Debt maturity date | Dec. 1, 2020 | Dec. 1, 2019 | [3] | ||||||||||||||
Convertible Debenture Four [Member] | 6% Secured Convertible Promissory Note [Member] | |||||||||||||||||
Debt instrument interest percentage | 6.00% | ||||||||||||||||
Debt instrument, principal balance | $ 50,000 | ||||||||||||||||
Maximum conversion of common stock, percentage | 9.99% | ||||||||||||||||
Debt maturity date | Dec. 1, 2018 | ||||||||||||||||
Reduction in conversion price per share | $ 0.01 | ||||||||||||||||
Loss on extinguishment of debt | $ 32,000 | ||||||||||||||||
Convertible Debenture Four [Member] | 6% Secured Convertible Promissory Note [Member] | First Year [Member] | |||||||||||||||||
Debt conversion price per share | $ 0.02 | ||||||||||||||||
Convertible Debenture Four [Member] | 6% Secured Convertible Promissory Note [Member] | Fifth Year [Member] | |||||||||||||||||
Debt conversion price per share | $ 0.125 | ||||||||||||||||
Convertible Debenture Five [Member] | |||||||||||||||||
Debt instrument interest percentage | [4] | 6.00% | |||||||||||||||
Debt maturity date | Dec. 31, 2020 | Dec. 4, 2019 | [4] | ||||||||||||||
Convertible Debenture Five [Member] | 6% Secured Convertible Promissory Note [Member] | |||||||||||||||||
Debt instrument interest percentage | 6.00% | ||||||||||||||||
Debt instrument, principal balance | $ 50,000 | ||||||||||||||||
Maximum conversion of common stock, percentage | 9.99% | ||||||||||||||||
Debt maturity date | Dec. 4, 2018 | ||||||||||||||||
Reduction in conversion price per share | $ 0.01 | ||||||||||||||||
Loss on extinguishment of debt | $ 99,000 | ||||||||||||||||
Convertible Debenture Five [Member] | 6% Secured Convertible Promissory Note [Member] | First Year [Member] | |||||||||||||||||
Debt conversion price per share | $ 0.02 | ||||||||||||||||
Convertible Debenture Five [Member] | 6% Secured Convertible Promissory Note [Member] | Fifth Year [Member] | |||||||||||||||||
Debt conversion price per share | $ 0.125 | ||||||||||||||||
[1] | The Company borrowed $10,000 in exchange for a convertible debenture. The lender at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the BCF of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. | ||||||||||||||||
[2] | On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The convertible debenture carried an interest rate of 10% interest per annum. The lender could at any time convert any portion of the convertible debenture to common shares at a 30% discount of the "Market Price" of the stock based on the average of the previous 10 days weighted average closing prices on the date prior to the notice of conversion. The Company could prepay the convertible debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share, respectively. As a result, the Company allocated fair market value ("FMV") to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to interest expense. The Company recognized the FMV of the related warrants as $45,000 using the Black-Scholes valuation model.On November 15, 2018, the Company entered into a Note Conversion Agreement pursuant to which the Noteholder converted $526,583 of principal and accrued interest due under the convertible debenture into 50,000,000 shares of the Company's common stock in full satisfaction of this obligation. The Company recorded a loss on this conversion of this debt of $248,417 which was charged to interest expense. | ||||||||||||||||
[3] | On December 1, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company's wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert M. Carmichael.The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the maturity date of the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $32,000 upon the modification of conversion price. Subsequent to December 31, 2019, the maturity date was further extended to December 1, 2020. | ||||||||||||||||
[4] | On December 5, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company's wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert M. Carmichael.The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $99,000 upon the modification of conversion price. Subsequent to December 31, 2019, the maturity date was further extended to December 31, 2020. | ||||||||||||||||
[5] | The Company entered into three new convertible debenture agreements upon sale/assignment of the original lenders. Because the stated terms of the new convertible debenture agreement and principal amounts were significantly different from the original convertible debenture, including analysis of value of the BCF at the assignment/purchase date, the transactions were treated as extinguishment of the old convertible debentures and recorded as new for accounting purposes.The conversion price under the convertible debentures was $0.37125 and the lender could convert at any time until the convertible debenture plus accrued interest was paid in full. Various other fees and penalties applied if payments or conversions were not done timely by the Company. The lender was limited to maximum conversion of 4.99% of the outstanding common stock of the Company at any one time.On June 15, 2018, the Company entered into a Note Satisfaction, Settlement and General Release Agreement with the lender. Under the terms of the agreement, the lender released and discharged the Company from any further obligation due the lender with no further consideration. The Company recognized income of $2,743 in principal and $4,457 in related accrued interest. |
Convertible Debentures, Conve_4
Convertible Debentures, Convertible Notes and Loans Payable - Schedule of Convertible Debentures (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | May 03, 2011 | ||||
Period End Principal Balance | $ 110,000 | $ 110,000 | $ 110,000 | |||||
Period End Discount Balance | ||||||||
Period End Debenture, Net Balance | $ 110,000 | 110,000 | 110,000 | |||||
Accrued Interest Balance | $ 16,662 | $ 10,162 | ||||||
Convertible Debenture One [Member] | ||||||||
Origination Date | Aug. 31, 2011 | [1] | May 3, 2011 | [2] | ||||
Maturity Date | Aug. 31, 2013 | [1] | May 5, 2012 | [2] | ||||
Interest Rate | 5.00% | [1] | 5.00% | [1] | 10.00% | [2] | 10.00% | |
Origination Principal Balance | $ 10,000 | [1] | $ 10,000 | [1] | $ 300,000 | [2] | ||
Origination Discount Balance | (4,286) | [1] | (4,286) | [1] | (206,832) | [2] | ||
Period End Principal Balance | 10,000 | [1] | 10,000 | [1] | [2] | |||
Period End Discount Balance | [1] | [1] | [2] | |||||
Period End Debenture, Net Balance | $ 10,000 | [1] | 10,000 | [1] | [2] | |||
Accrued Interest Balance | $ 4,194 | [1] | [2] | |||||
Convertible Debenture Two [Member] | ||||||||
Origination Date | Dec. 1, 2017 | [3] | Aug. 31, 2011 | [1] | ||||
Maturity Date | Dec. 1, 2020 | [3] | Aug. 31, 2013 | [1] | ||||
Interest Rate | 6.00% | [3] | 6.00% | [3] | 5.00% | [1] | ||
Origination Principal Balance | $ 50,000 | [3] | $ 50,000 | [3] | $ 10,000 | [1] | ||
Origination Discount Balance | (12,500) | [3] | (12,500) | [3] | (4,286) | [1] | ||
Period End Principal Balance | 50,000 | [3] | 50,000 | [3] | 10,000 | [1] | ||
Period End Discount Balance | [3] | [3] | [1] | |||||
Period End Debenture, Net Balance | $ 50,000 | [3] | 50,000 | [3] | 10,000 | [1] | ||
Accrued Interest Balance | $ 6,250 | [3] | $ 3,694 | [1] | ||||
Convertible Debenture Three [Member] | ||||||||
Origination Date | Dec. 5, 2017 | [4] | Feb. 10, 2012 | [5] | ||||
Maturity Date | Dec. 4, 2020 | [4] | Feb. 10, 2014 | [5] | ||||
Interest Rate | 6.00% | [4] | 6.00% | [4] | 10.00% | [5] | ||
Origination Principal Balance | $ 50,000 | [4] | $ 50,000 | [4] | $ 39,724 | [5] | ||
Origination Discount Balance | (12,500) | [4] | (12,500) | [4] | [5] | |||
Period End Principal Balance | 50,000 | [4] | 50,000 | [4] | [5] | |||
Period End Discount Balance | [4] | [4] | [5] | |||||
Period End Debenture, Net Balance | $ 50,000 | [4] | 50,000 | [4] | [5] | |||
Accrued Interest Balance | $ 6,218 | [4] | [5] | |||||
Convertible Debenture Four [Member] | ||||||||
Origination Date | [3] | Dec. 1, 2017 | ||||||
Maturity Date | Dec. 1, 2020 | Dec. 1, 2019 | [3] | |||||
Interest Rate | [3] | 6.00% | ||||||
Origination Principal Balance | [3] | $ 50,000 | ||||||
Origination Discount Balance | [3] | (12,500) | ||||||
Period End Principal Balance | [3] | 50,000 | ||||||
Period End Discount Balance | [3] | |||||||
Period End Debenture, Net Balance | [3] | 50,000 | ||||||
Accrued Interest Balance | [3] | $ 3,250 | ||||||
Convertible Debenture Five [Member] | ||||||||
Origination Date | [4] | Dec. 5, 2017 | ||||||
Maturity Date | Dec. 31, 2020 | Dec. 4, 2019 | [4] | |||||
Interest Rate | [4] | 6.00% | ||||||
Origination Principal Balance | [4] | $ 50,000 | ||||||
Origination Discount Balance | [4] | (12,500) | ||||||
Period End Principal Balance | [4] | 50,000 | ||||||
Period End Discount Balance | [4] | |||||||
Period End Debenture, Net Balance | [4] | 50,000 | ||||||
Accrued Interest Balance | [4] | $ 3,218 | ||||||
[1] | The Company borrowed $10,000 in exchange for a convertible debenture. The lender at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the BCF of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. | |||||||
[2] | On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The convertible debenture carried an interest rate of 10% interest per annum. The lender could at any time convert any portion of the convertible debenture to common shares at a 30% discount of the "Market Price" of the stock based on the average of the previous 10 days weighted average closing prices on the date prior to the notice of conversion. The Company could prepay the convertible debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share, respectively. As a result, the Company allocated fair market value ("FMV") to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to interest expense. The Company recognized the FMV of the related warrants as $45,000 using the Black-Scholes valuation model.On November 15, 2018, the Company entered into a Note Conversion Agreement pursuant to which the Noteholder converted $526,583 of principal and accrued interest due under the convertible debenture into 50,000,000 shares of the Company's common stock in full satisfaction of this obligation. The Company recorded a loss on this conversion of this debt of $248,417 which was charged to interest expense. | |||||||
[3] | On December 1, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company's wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert M. Carmichael.The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the maturity date of the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $32,000 upon the modification of conversion price. Subsequent to December 31, 2019, the maturity date was further extended to December 1, 2020. | |||||||
[4] | On December 5, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company's wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert M. Carmichael.The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $99,000 upon the modification of conversion price. Subsequent to December 31, 2019, the maturity date was further extended to December 31, 2020. | |||||||
[5] | The Company entered into three new convertible debenture agreements upon sale/assignment of the original lenders. Because the stated terms of the new convertible debenture agreement and principal amounts were significantly different from the original convertible debenture, including analysis of value of the BCF at the assignment/purchase date, the transactions were treated as extinguishment of the old convertible debentures and recorded as new for accounting purposes.The conversion price under the convertible debentures was $0.37125 and the lender could convert at any time until the convertible debenture plus accrued interest was paid in full. Various other fees and penalties applied if payments or conversions were not done timely by the Company. The lender was limited to maximum conversion of 4.99% of the outstanding common stock of the Company at any one time.On June 15, 2018, the Company entered into a Note Satisfaction, Settlement and General Release Agreement with the lender. Under the terms of the agreement, the lender released and discharged the Company from any further obligation due the lender with no further consideration. The Company recognized income of $2,743 in principal and $4,457 in related accrued interest. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Effective tax rate for deferred taxes | 25.35% | 25.35% |
Valuation allowance | $ 1,583,000 | $ 1,343,700 |
Percentage of reserve against the net operating carryforward | 100.00% | 100.00% |
Percentage of reserve against allowance for doubtful accounts | 100.00% | 100.00% |
Percentage of reserve against inventory | 100.00% | 100.00% |
Percentage of reserve against deferred tax assets | 100.00% | 100.00% |
Change in valuaton allowance | $ 239,300 | $ 306,500 |
Net loss carryforward | $ 729,000 | |
Net loss carryforward, description | net loss carryforward that expire through 2037 and $729,000 that carryforward indefinitely, but is limited to 80% of taxable income in any one year. | |
Expire Through 2037 [Member] | ||
Net loss carryforward | $ 4,758,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current taxes Federal | ||
Current taxes State | ||
Current taxes | ||
Change in deferred taxes | 239,300 | 306,492 |
Change in valuation allowance | (239,300) | (303,972) |
Provision for income tax expense | $ 2,520 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Equity based compensation | $ 154,400 | $ 154,400 |
Allowance for doubtful accounts | 4,500 | 2,300 |
Net operating loss carryforward | 1,390,700 | 1,161,700 |
Reserves for slow moving inventory | 33,400 | 25,300 |
Total deferred tax assets | 1,583,000 | 1,343,700 |
Valuation allowance | (1,583,000) | (1,343,700) |
Deferred tax assets net of valuation allowance | ||
Less deferred tax assets - non-current, net of valuation allowance | ||
Deferred tax assets - current, net of valuation allowance |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory tax rate | (21.00%) | (21.00%) |
State tax, net of Federal benefits | (4.35%) | (4.35%) |
Permanent differences | 8.51% | 1.59% |
Change in valuation allowance | 16.84% | 23.57% |
Effective tax rate | 0.00% | 0.19% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Jul. 17, 2019USD ($)$ / sharesshares | Nov. 11, 2018USD ($)ft² | Apr. 04, 2018$ / sharesshares | Feb. 02, 2018USD ($)shares | Jan. 06, 2018USD ($)shares | Dec. 01, 2016USD ($) | Aug. 14, 2014USD ($) | Apr. 30, 2019USD ($) | Apr. 30, 2018USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Oct. 31, 2019$ / shares |
Accrued legal settlement | $ 50,000 | |||||||||||
Lease term | 69 months | 84 months | 37 months | |||||||||
Payment of security deposit | $ 5,367 | |||||||||||
Operating leases, rent expense, minimum rentals | $ 4,848 | $ 4,626 | $ 4,000 | |||||||||
Percentage of annual operating expenses | 10.11% | 10.76% | ||||||||||
Operating leases, rent expense | $ 1,679 | $ 2,000 | ||||||||||
Operating lease expiration date | Sep. 30, 2024 | Sep. 30, 2024 | ||||||||||
Rent increased percentage | 3.00% | 3.00% | ||||||||||
Area of land | ft² | 8,025 | |||||||||||
Security deposit | $ 6,527 | |||||||||||
Employee agreement description | In May 2018 the Company entered into an agreement with an employee to pay him $28 an hour in cash and $10 per hour in common stock not to exceed 40 hours a week. The stock price is determined at the end of each month using the 10-day weighted average of the stock price. | |||||||||||
Common stock shares issued | shares | 2,500,000 | 1,739,130 | 869,565 | |||||||||
Common stock issued value | $ 25,000 | $ 20,000 | $ 10,000 | |||||||||
Share issued per share | $ / shares | $ 0.01 | $ 0.023 | ||||||||||
Accrued liability | $ 686 | |||||||||||
Accrued Royalties | $ 16,216 | $ 2,027 | ||||||||||
NEMO [Member] | ||||||||||||
Common stock shares issued | shares | 828,221 | |||||||||||
Common stock issued value | $ 19,635 | |||||||||||
Royalty payments | 13,828 | |||||||||||
First commercial sales value | $ 13,500 | |||||||||||
Employee [Member] | ||||||||||||
Employee agreement description | On March 29, 2019 the Company reviewed the agreement with the employee and agreed to increase the hourly rate to $30 per hour in cash and continue to pay $10 per hour in common stock not to exceed 40 hours a week. It was also agreed by employee that the stock price will be the closing price of the stock at end of each month. | |||||||||||
Common stock shares issued | shares | 142,857 | 1,332,885 | 449,550 | |||||||||
Common stock issued value | $ 19,391 | $ 8,950 | ||||||||||
Share issued per share | $ / shares | $ 0.014 | $ 0.0145 | $ 0.02 | |||||||||
Accrued liability | $ 1,200 | |||||||||||
Settlement Agreement [Member] | ||||||||||||
Customer refund | $ 65,000 | 23,176 | ||||||||||
Legal fees | $ 1,500 | |||||||||||
Patent License Agreement [Member] | ||||||||||||
Common stock shares issued | shares | 759,422 | |||||||||||
Common stock issued value | $ 30,000 | |||||||||||
Royalty payments | 8,250 | |||||||||||
Accrued Royalties | 8,250 | |||||||||||
Plaintiff [Member] | ||||||||||||
Loss contingency, damages paid, value | $ 1,000,000 | |||||||||||
Product Liability Insurance [Member] | ||||||||||||
Lease renewal description | renewed through August 14, 2020 | |||||||||||
Maximum [Member] | ||||||||||||
Loss contingency, damages paid, value | $ 1,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Operating Leases (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Right-of-use assets | $ 545,035 | |
Current lease liabilities | 98,060 | |
Non-current lease liabilities | 446,975 | |
Total lease liabilities | 545,035 | |
Operating Right of Use Assets [Member] | ||
Right-of-use assets | 545,035 | |
Current Operating Lease Liabilities [Member] | ||
Current lease liabilities | 98,060 | |
Long-term Operating Lease Liabilities [Member] | ||
Non-current lease liabilities | $ 446,975 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Operating Lease Liabilities (Details) | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted average remaining lease term (years) | 4 years 8 months 5 days |
Weighted-average discount rate | 5.91% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Lease Cost (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 131,340 |
Variable lease cost | 4,160 |
Total lease costs | $ 135,500 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Cash Flow Information Related to Leases (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Cash paid for operating lease liabilities | $ 151,567 |
Operating right of use assets obtained in exchange for operating lease liabilities | $ 635,613 |
Commitments and Contingencies_6
Commitments and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies [Line Items] | |
2020 | $ 127,654 |
2021 | 131,232 |
2022 | 134,917 |
2023 | 133,122 |
2024 and thereafter | 100,303 |
Total | 627,228 |
Less: Imputed interest | (82,193) |
Present value of lease liabilities | 545,035 |
Trebor Industries Office Lease [Member] | |
Commitments and Contingencies [Line Items] | |
2020 | 59,339 |
2021 | 61,119 |
2022 | 62,953 |
2023 | 64,842 |
2024 and thereafter | 49,717 |
Total | 297,970 |
Less: Imputed interest | (39,432) |
Present value of lease liabilities | 258,538 |
BMG Office Lease [Member] | |
Commitments and Contingencies [Line Items] | |
2020 | 59,927 |
2021 | 61,725 |
2022 | 63,576 |
2023 | 65,484 |
2024 and thereafter | 50,586 |
Total | 301,298 |
Less: Imputed interest | (39,995) |
Present value of lease liabilities | 261,303 |
Copier [Member] | |
Commitments and Contingencies [Line Items] | |
2020 | 8,388 |
2021 | 8,388 |
2022 | 8,388 |
2023 | 2,796 |
2024 and thereafter | |
Total | 27,960 |
Less: Imputed interest | (2,766) |
Present value of lease liabilities | $ 25,194 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Jul. 29, 2019 | Jul. 17, 2019 | Nov. 15, 2018 | Apr. 06, 2018 | Apr. 04, 2018 | Feb. 02, 2018 | Feb. 02, 2018 | Jan. 06, 2018 | Aug. 02, 2017 | Nov. 02, 2012 | Aug. 22, 2007 | Dec. 31, 2019 | Oct. 31, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | May 31, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2018 | May 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Apr. 30, 2011 | Dec. 31, 2019 | Dec. 31, 2018 |
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Common stock, share outstanding | 225,540,501 | 161,086,228 | 225,540,501 | 161,086,228 | ||||||||||||||||||||||
Number of shares issued, shares | 2,500,000 | 1,739,130 | 869,565 | |||||||||||||||||||||||
Shares issued price per share | $ 0.01 | $ 0.023 | ||||||||||||||||||||||||
Number of shares issued, value | $ 25,000 | $ 20,000 | $ 10,000 | |||||||||||||||||||||||
Stock compensation expense | $ 132,064 | |||||||||||||||||||||||||
Number of common stock issued for services performed | 191,087 | |||||||||||||||||||||||||
Value of common stock issued for services performed | $ 4,395 | $ 154,746 | 204,111 | |||||||||||||||||||||||
Number of unit consist of common stock | 434,783 | 217,391 | ||||||||||||||||||||||||
Common stock purchase of warrant | 434,783 | 434,783 | 217,391 | |||||||||||||||||||||||
Warrants exercise price per share | $ 0.0115 | $ 0.0115 | $ 0.0115 | |||||||||||||||||||||||
Warrants, term | 2 years | 2 years | 2 years | |||||||||||||||||||||||
Employee agreement description | In May 2018 the Company entered into an agreement with an employee to pay him $28 an hour in cash and $10 per hour in common stock not to exceed 40 hours a week. The stock price is determined at the end of each month using the 10-day weighted average of the stock price. | |||||||||||||||||||||||||
Accrued liability | $ 686 | 686 | ||||||||||||||||||||||||
Accrued Royalties | $ 16,216 | $ 2,027 | $ 16,216 | $ 2,027 | ||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Preferred stock, share designated | 425,000 | 425,000 | 425,000 | 425,000 | ||||||||||||||||||||||
Preferred stock, voting rights | The preferred shares have 250 to 1 voting rights over the common stock | |||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 35,295,237 | 35,295,237 | ||||||||||||||||||||||||
Share based payment arrangement stock options exercisable | $ 0.018 | $ 0.018 | ||||||||||||||||||||||||
Stock option expense | $ 188,314 | $ 10,576 | ||||||||||||||||||||||||
Intrinsic value of options outstanding | $ 158,829 | 158,829 | ||||||||||||||||||||||||
Options exercisable | 112,114 | $ 112,114 | ||||||||||||||||||||||||
Stock incentive bonus | $ 75,100 | |||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, vested, number of shares | 61,852 | 24,914,285 | ||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 5,185 | 43,599,998 | ||||||||||||||||||||||||
Stock issued during period, value, share-based compensation, gross | $ 56,669 | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Warrants, issued | 50,000,000 | 2,608,725 | ||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 1,739,130 | 869,565 | ||||||||||||||||||||||||
Number of common stock issued for services performed | 11,954,273 | 9,525,394 | ||||||||||||||||||||||||
Value of common stock issued for services performed | $ 1,195 | $ 953 | ||||||||||||||||||||||||
Number of unit consist of common stock | 434,783 | 217,391 | ||||||||||||||||||||||||
Warrant One [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.0115 | |||||||||||||||||||||||||
Common stock purchase warrants | 217,391 | |||||||||||||||||||||||||
Fair value of warrants | $ 10,000 | |||||||||||||||||||||||||
Warrant Two [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.0115 | $ 0.0115 | ||||||||||||||||||||||||
Common stock purchase warrants | 434,783 | 434,783 | ||||||||||||||||||||||||
Fair value of warrants | $ 20,000 | |||||||||||||||||||||||||
Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 297 | |||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, expiration date | Dec. 31, 2019 | |||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Preferred stock, share designated | 425,000 | |||||||||||||||||||||||||
Conversion price per share | $ 18.23 | |||||||||||||||||||||||||
Preferred stock, voting rights | Series A Convertible Preferred Stock are entitled to 250 votes for each share | |||||||||||||||||||||||||
Addendum No. 1 [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 828,221 | |||||||||||||||||||||||||
Number of shares issued, value | $ 18,635 | |||||||||||||||||||||||||
Royalty payments | 13,828 | |||||||||||||||||||||||||
First commercial sales value | 13,500 | |||||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Stock compensation expense | 31,250 | $ 31,250 | ||||||||||||||||||||||||
STS Agreement [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 759,422 | 759,422 | ||||||||||||||||||||||||
Shares issued price per share | $ 0.0395 | |||||||||||||||||||||||||
Number of shares issued, value | $ 30,000 | $ 30,000 | ||||||||||||||||||||||||
Royalty payments | 8,250 | |||||||||||||||||||||||||
Accrued Royalties | $ 8,250 | 8,250 | ||||||||||||||||||||||||
Investment Banking and Corporate Advisory Agreement [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 2,700,000 | |||||||||||||||||||||||||
Number of shares issued, value | $ 29,700 | |||||||||||||||||||||||||
Stock compensation expense | $ 29,700 | |||||||||||||||||||||||||
Mr. Dana Allan [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of common stock issued for services performed | 2,000,000 | 552,742 | ||||||||||||||||||||||||
Value of common stock issued for services performed | $ 50,200 | $ 10,778 | ||||||||||||||||||||||||
Mr. Robert M. Carmichael [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 20,761,904 | |||||||||||||||||||||||||
Share based payment arrangement stock options exercisable | $ 0.018 | |||||||||||||||||||||||||
Share based payment arrangement stock option grante term | 5 years | |||||||||||||||||||||||||
Vested fair value | $ 87,147 | |||||||||||||||||||||||||
Risk free interest rate | 2.01% | |||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||||
Diviedend yield | 0.00% | |||||||||||||||||||||||||
Expected volatility | 172.00% | |||||||||||||||||||||||||
Stock option expense | 76,423 | |||||||||||||||||||||||||
Mr. Robert M. Carmichael [Member] | Incentive Bonus [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 20,000,000 | |||||||||||||||||||||||||
Number of shares issued, value | $ 200,000 | |||||||||||||||||||||||||
Stock compensation expense | 188,144 | $ 10,576 | ||||||||||||||||||||||||
Mr. Robert M. Carmichael [Member] | Accrued Director Fees [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 999,934 | |||||||||||||||||||||||||
Shares issued price per share | $ 0.0195 | $ 0.0195 | ||||||||||||||||||||||||
Number of shares issued, value | $ 19,499 | |||||||||||||||||||||||||
Mr. Pitzner and Blake Carmichael [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 22,838,094 | |||||||||||||||||||||||||
Share based payment arrangement stock options exercisable | $ 0.018 | |||||||||||||||||||||||||
Share based payment arrangement stock option grante term | 5 years | |||||||||||||||||||||||||
Vested fair value | $ 95,862 | |||||||||||||||||||||||||
Risk free interest rate | 2.10% | |||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||||
Diviedend yield | 0.00% | |||||||||||||||||||||||||
Expected volatility | 172.00% | |||||||||||||||||||||||||
Stock option expense | $ 55,641 | |||||||||||||||||||||||||
Mr. Pitzner [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Stock option cancelled | 8,304,761 | |||||||||||||||||||||||||
Mr. Hyatt [Member] | Warrant [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 50,000,000 | |||||||||||||||||||||||||
Warrants exercise price per share | $ 0.01 | |||||||||||||||||||||||||
Warrants, issued | 50,000,000 | |||||||||||||||||||||||||
Warrants issued, consideration value | $ 500,000 | |||||||||||||||||||||||||
Restricted Common Stock [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Issuance of restricted shares, share | 3,333,333 | 1,666,667 | ||||||||||||||||||||||||
Issuance of restricted shares, value | $ 31,250 | $ 31,250 | ||||||||||||||||||||||||
Mikkel Pitzner [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Annual fee | $ 6,000 | |||||||||||||||||||||||||
Issuance of restricted shares, share | 5,000,000 | |||||||||||||||||||||||||
Agreement expiration | Jan. 31, 2019 | |||||||||||||||||||||||||
Issuance of restricted shares, value | $ 62,500 | |||||||||||||||||||||||||
Number of shares issued, shares | 708,287 | |||||||||||||||||||||||||
Shares issued price per share | $ 0.0195 | $ 0.0195 | ||||||||||||||||||||||||
Number of shares issued, value | $ 13,812 | |||||||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 142,857 | 1,332,885 | 449,550 | |||||||||||||||||||||||
Shares issued price per share | $ 0.014 | $ 0.0145 | $ 0.02 | $ 0.0145 | $ 0.02 | |||||||||||||||||||||
Number of shares issued, value | $ 19,391 | $ 8,950 | ||||||||||||||||||||||||
Stock compensation expense | $ 2,000 | |||||||||||||||||||||||||
Employee agreement description | On March 29, 2019 the Company reviewed the agreement with the employee and agreed to increase the hourly rate to $30 per hour in cash and continue to pay $10 per hour in common stock not to exceed 40 hours a week. It was also agreed by employee that the stock price will be the closing price of the stock at end of each month. | |||||||||||||||||||||||||
Accrued liability | $ 1,200 | $ 1,200 | ||||||||||||||||||||||||
Two Consultants [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 200,000 | |||||||||||||||||||||||||
Shares issued price per share | $ 0.0425 | |||||||||||||||||||||||||
Consultant fees | $ 8,500 | |||||||||||||||||||||||||
Sixteen Employees [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 722,160 | |||||||||||||||||||||||||
Shares issued price per share | $ 0.0209 | |||||||||||||||||||||||||
Number of shares issued, value | $ 16,000 | |||||||||||||||||||||||||
Noteholder [Member] | Note Conversion Agreement [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Debt conversion converted into stock | $ 526,583 | |||||||||||||||||||||||||
Debt conversion converted into stock, shares | 50,000,000 | |||||||||||||||||||||||||
Interest expense | $ 248,417 | |||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 318,747 | 2,083,197 | ||||||||||||||||||||||||
Shares issued price per share | $ 0.0195 | $ 0.0195 | ||||||||||||||||||||||||
Number of shares issued, value | $ 5,000 | |||||||||||||||||||||||||
Stock compensation expense | $ 40,622 | 10,000 | $ 2,500 | |||||||||||||||||||||||
Number of common stock issued for services performed | 1,000,000 | |||||||||||||||||||||||||
Value of common stock issued for services performed | $ 12,500 | |||||||||||||||||||||||||
Fee payable in common stock | $ 25,000 | $ 10,000 | $ 25,000 | |||||||||||||||||||||||
Consultant [Member] | Terms of a Letter Agreement [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 1,000,000 | |||||||||||||||||||||||||
Number of shares issued, value | $ 16,000 | |||||||||||||||||||||||||
Consultant fees | $ 1,500 | |||||||||||||||||||||||||
Mr. Hyatt [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of unit consist of common stock | 50,000,000 | |||||||||||||||||||||||||
Common stock purchase of warrant | 50,000,000 | |||||||||||||||||||||||||
Warrants exercise price per share | $ 0.01 | |||||||||||||||||||||||||
Common stock purchase of warrant consideration | $ 500,000 | |||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Number of shares issued, shares | 1,250,000 | |||||||||||||||||||||||||
Shares issued price per share | $ 0.016 | |||||||||||||||||||||||||
Number of shares issued, value | $ 20,375 | |||||||||||||||||||||||||
Consultant fees | 2,500 | |||||||||||||||||||||||||
Additional fees paid | $ 2,500 | |||||||||||||||||||||||||
Common stock description | In September 2019 the Company issued 1,250,000 shares of common stock valued at $20,375 ($0.016 per share) fair market value, pursuant to an investor relations agreement, and agreed to pay $2,500 and an additional $2,500 after 45 days for a variety of services, including investor and public relations assessment, marketing surveys, investor support, and strategic business planning. The agreement is for six months and may renew for an additional 6 months on the same terms unless either party notifies the other of non-renewal prior to the renewal date. | |||||||||||||||||||||||||
Robert Carmichael [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Equity Incentive Plan [Line Items] | ||||||||||||||||||||||||||
Preferred stock, share designated | 425,000 | 425,000 | 425,000 | 425,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Equity Compensation Plan Information (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Equity Compensation Plans Approved by Security Holders [Member] | ||
Number of securities to be issued upon exercise of outstanding options, warrants and rights | 234 | |
Weighted - average exercise price of outstanding options, warrants and rights | $ 1,350 | |
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column) | ||
Equity Compensation Plans Not Approved by Security Holders [Member] | ||
Number of securities to be issued upon exercise of outstanding options, warrants and rights | 35,295,237 | |
Weighted - average exercise price of outstanding options, warrants and rights | $ .018 | |
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column) | ||
Equity Compensation Plan [Member] | ||
Number of securities to be issued upon exercise of outstanding options, warrants and rights | 35,295,237 | 234 |
Weighted - average exercise price of outstanding options, warrants and rights | $ .018 | $ 1,350 |
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column) |
Shareholders' Equity - Schedu_2
Shareholders' Equity - Schedule of Option Activity (Details) - $ / shares | Nov. 02, 2012 | Dec. 31, 2019 |
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Options outstanding | ||
Number of Options, Options granted | 5,185 | 43,599,998 |
Number of Options, Options exercised | ||
Number of Options, Options cancelled | (8,304,761) | |
Number of Options, Options expired | ||
Number of Options, Options at end of period | 35,295,237 | |
Number of Options, Options exercisable | 24,914,285 | |
Weighted Average Exercise Price, Options outstanding | ||
Weighted Average Exercise Price, Options granted | 0.018 | |
Weighted Average Exercise Price, Options exercised | ||
Weighted Average Exercise Price, Options cancelled | 0.018 | |
Weighted Average Exercise Price, Options expired | ||
Weighted Average Exercise Price, Options at end of period | 0.018 | |
Weighted Average Exercise Price, Options exercisable | $ 0.018 |
Shareholders' Equity - Schedu_3
Shareholders' Equity - Schedule of Nonvested Option Activity (Details) - $ / shares | Nov. 02, 2012 | Dec. 31, 2019 |
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Nonvested options | ||
Number of Options, Granted | 5,185 | 43,599,998 |
Number of Options, Vested | (61,852) | (24,914,285) |
Number of Options, Cancelled | (8,304,761) | |
Number of Options, Nonvested options | 10,380,952 | |
Weighted Average Exercise Price, Nonvested options | ||
Weighted Average Exercise Price, Granted | 0.018 | |
Weighted Average Exercise Price, Vested | 0.018 | |
Weighted Average Exercise Price, Cancelled | 0.018 | |
Weighted Average Exercise Price, Nonvested options | $ 0.018 |
Shareholders' Equity - Schedu_4
Shareholders' Equity - Schedule of Option Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Options Outstanding, Number Outstanding | shares | 35,295,237 |
Options Outstanding, Remaining Average Contractual Life (In Years) | 4 years 6 months 29 days |
Options Outstanding, Weighted Average Exercise Price | $ 0.018 |
Options Outstanding, Number Exercisable | shares | 24,914,285 |
Options Exercisable, Weighted Average Exercise Price | $ 0.018 |
Exercise Price Range One [Member] | |
Options Outstanding, Range of Exercise Price | $ 0.018 |
Options Outstanding, Number Outstanding | shares | 35,295,237 |
Options Outstanding, Remaining Average Contractual Life (In Years) | 4 years 6 months 29 days |
Options Outstanding, Weighted Average Exercise Price | $ 0.018 |
Options Outstanding, Number Exercisable | shares | 24,914,285 |
Options Exercisable, Weighted Average Exercise Price | $ 0.018 |
Shareholders' Equity - Schedu_5
Shareholders' Equity - Schedule of Warrants Activity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants, outstanding | 6,783,551 | 4,174,826 |
Number of Warrants, granted | 50,000,000 | 2,608,725 |
Number of Warrants, exercised | ||
Number of Warrants, cancelled | ||
Number of Warrants, expired | (4,174,826) | |
Number of Warrants, outstanding | 52,608,725 | 6,783,551 |
Number of Warrants, exercisable | 52,608,725 | 6,783,551 |
Weighted Average Exercise Price, outstanding | $ 0.0115 | $ 0.0115 |
Weighted Average Exercise Price, granted | 0.01 | 0.0115 |
Weighted Average Exercise Price, exercised | ||
Weighted Average Exercise Price, cancelled | ||
Weighted Average Exercise Price, expired | ||
Weighted Average Exercise Price, outstanding | 0.01 | 0.0115 |
Weighted Average Exercise Price, exercisable | $ 0.01 | $ 0.0115 |
Shareholders' Equity - Schedu_6
Shareholders' Equity - Schedule of Warrants Outstanding and Exercisable (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Number Outstanding | 52,608,725 | 6,783,551 | 4,174,826 |
Warrants Outstanding, Remaining Average Contractual Life (In Years) | 7 months 28 days | 11 months 4 days | |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.01 | $ 0.0115 | $ 0.0115 |
Warrants Exercisable, Number Exercisable | 52,608,725 | 6,783,551 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 0.01 | $ 0.0115 | |
Exercise Price Range One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Range of Exercise Price Upper Limit | 0.01 | $ 0.0115 | |
Warrants Outstanding, Range of Exercise Price Lower Limit | $ 0.0115 | ||
Warrants Outstanding, Number Outstanding | 52,608,725 | 6,783,551 | |
Warrants Outstanding, Remaining Average Contractual Life (In Years) | 7 months 28 days | 11 months 4 days | |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.01 | $ 0.0115 | |
Warrants Exercisable, Number Exercisable | 52,608,725 | 6,783,551 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 0.01 | $ 0.0115 |
Segments - Sechedule of Segment
Segments - Sechedule of Segment Reporing Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total net revenues | $ 2,967,678 | $ 2,542,207 |
Total cost of revenues | 2,519,251 | 2,226,584 |
Total gross profit(loss) | 448,427 | 315,623 |
Total segment depreciation | 9,282 | 36,580 |
Total segment income/(loss) from operations | (1,283,666) | (1,011,242) |
Total Assets | 1,666,565 | 995,966 |
Legacy SSA Products [Member] | ||
Total net revenues | 2,073,300 | 2,098,432 |
Total cost of revenues | 1,795,737 | 1,945,332 |
Total gross profit(loss) | 277,564 | 153,100 |
Total segment depreciation | 5,252 | 36,580 |
Total segment income/(loss) from operations | (826,455) | (792,104) |
Total Assets | 1,183,829 | 775,262 |
High Pressure Gas Systems [Member] | ||
Total net revenues | 700,654 | 443,775 |
Total cost of revenues | 474,338 | 281,252 |
Total gross profit(loss) | 226,315 | 162,523 |
Total segment depreciation | ||
Total segment income/(loss) from operations | (89,108) | (142,270) |
Total Assets | 265,361 | 164,689 |
Ultra Portable Tankless Dive Systems [Member] | ||
Total net revenues | 193,724 | |
Total cost of revenues | 249,176 | |
Total gross profit(loss) | (55,452) | |
Total segment depreciation | 4,030 | |
Total segment income/(loss) from operations | (368,103) | (76,868) |
Total Assets | $ 217,375 | $ 56,015 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 08, 2020 | May 29, 2020 | May 21, 2020 | May 12, 2020 | Apr. 28, 2020 | Apr. 14, 2020 | Apr. 10, 2020 | Apr. 09, 2020 | Apr. 02, 2020 | Feb. 23, 2020 | Jan. 11, 2020 | Jan. 09, 2020 | Jan. 06, 2020 | Jan. 02, 2020 | Jul. 17, 2019 | Apr. 04, 2018 | Feb. 02, 2018 | Jan. 06, 2018 | Nov. 02, 2012 | Oct. 31, 2019 | Jun. 10, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of shares issued for services, shares | 191,087 | ||||||||||||||||||||||
Number of shares issued, shares | 2,500,000 | 1,739,130 | 869,565 | ||||||||||||||||||||
Share-based compensation stock option exercisable | |||||||||||||||||||||||
Options exercisable price | $ 0.018 | ||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 5,185 | 43,599,998 | |||||||||||||||||||||
Options to vest shares of common stock | 61,852 | 24,914,285 | |||||||||||||||||||||
Number of shares issued as compensation, value | $ 56,669 | ||||||||||||||||||||||
Number of shares issued for services, value | $ 4,395 | $ 154,746 | $ 204,111 | ||||||||||||||||||||
Cash | 70,620 | 78,784 | |||||||||||||||||||||
Number of shares issued, value | $ 25,000 | $ 20,000 | $ 10,000 | ||||||||||||||||||||
Share issued price per shares | $ 0.01 | $ 0.023 | |||||||||||||||||||||
Settlement payable | $ 23,176 | ||||||||||||||||||||||
Employee [Member] | |||||||||||||||||||||||
Number of shares issued, shares | 142,857 | 1,332,885 | 449,550 | ||||||||||||||||||||
Number of shares issued, value | $ 19,391 | $ 8,950 | |||||||||||||||||||||
Share issued price per shares | $ 0.014 | $ 0.0145 | $ 0.02 | ||||||||||||||||||||
Subsequent Event [Member] | Installments Payable Through May 19, 2022 [Member] | |||||||||||||||||||||||
Settlement payable | $ 50,000 | ||||||||||||||||||||||
Subsequent Event [Member] | South Atlantic Bank [Member] | PPP Loan [Member] | |||||||||||||||||||||||
Proceeds from an unsecured loan | $ 159,600 | ||||||||||||||||||||||
Debt instrument, maturity date | Apr. 9, 2022 | ||||||||||||||||||||||
Debt instrument,intrest rate | 1.00% | ||||||||||||||||||||||
Debt instrument principal amount | $ 8,983 | ||||||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | BizLaunch Advisors, LLC [Member] | |||||||||||||||||||||||
Monthly board fee | $ 2,000 | ||||||||||||||||||||||
Options term | 3 years | ||||||||||||||||||||||
Share-based compensation stock option exercisable | 2,000,000 | ||||||||||||||||||||||
Options exercisable price | $ 0.0229 | ||||||||||||||||||||||
Subsequent Event [Member] | Carmichael Option Agreement [Member] | |||||||||||||||||||||||
Options exercisable price | $ 0.045 | ||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 125,000,000 | ||||||||||||||||||||||
Options to vest shares of common stock | 75,000,000 | ||||||||||||||||||||||
Net revenue description | The right to purchase 25,000,000 shares of the Company's common stock shall vest at such time as the Company reports cumulative consolidated net revenues, including revenues from related parties and revenues recognized by the Company arising out of any subsequent acquisitions, mergers, or other business combinations following the closing date of such transaction (the collectively, "Net Revenues"), in excess of $3,500,000 in the aggregate over four consecutive fiscal quarters commencing May 1, 2020 and ending on April 30, 2023 (the "Net Revenue Period"); the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $7,000,000 in the aggregate over four consecutive fiscal quarters during the Net Revenue Period; and the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $10,500,000 in the aggregate over four consecutive quarters during the Net Revenue Period. | ||||||||||||||||||||||
Subsequent Event [Member] | Carmichael Option Agreement [Member] | Net Revenue Portion of the Option [Member] | |||||||||||||||||||||||
Options to vest shares of common stock | 50,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Carmichael Option Agreement [Member] | Net Revenue Portion of the Option One [Member] | |||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 3,500,000 | ||||||||||||||||||||||
Options to vest shares of common stock | 25,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Carmichael Option Agreement [Member] | Net Revenue Portion of the Option Two [Member] | |||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 7,000,000 | ||||||||||||||||||||||
Options to vest shares of common stock | 25,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Carmichael Option Agreement [Member] | Net Revenue Portion of the Option Three [Member] | |||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 10,500,000 | ||||||||||||||||||||||
Options to vest shares of common stock | 25,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Investor Relations Consulting Agreement [Member] | HIR Holdings, LLC [Member] | |||||||||||||||||||||||
Number of shares issued as compensation | 3,000,000 | ||||||||||||||||||||||
Number of shares issued as compensation, value | $ 105,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Corporate Communication Consulting Agreement [Member] | Impact IR Inc [Member] | |||||||||||||||||||||||
Number of shares issued as compensation | 2,000,000 | ||||||||||||||||||||||
Number of shares issued as compensation, value | $ 70,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Note Extension and Amendment Agreement [Member] | |||||||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2019 | Dec. 31, 2019 | |||||||||||||||||||||
Debt instrument,intrest rate | 6.00% | 6.00% | |||||||||||||||||||||
Debt instrument principal amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||
Subsequent Event [Member] | Note Extension and Amendment Agreement [Member] | Extended Maturity [Member] | |||||||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2020 | Dec. 31, 2020 | |||||||||||||||||||||
Subsequent Event [Member] | Mr. Robert M. Carmichael [Member] | |||||||||||||||||||||||
Number of shares issued, shares | 20,000,000 | ||||||||||||||||||||||
Number of shares issued as compensation | 725,087 | ||||||||||||||||||||||
Number of shares issued as compensation, value | $ 31,904 | ||||||||||||||||||||||
Subsequent Event [Member] | Blake Carmichael [Member] | |||||||||||||||||||||||
Number of shares issued as compensation | 849,305 | ||||||||||||||||||||||
Number of shares issued as compensation, value | $ 37,369 | ||||||||||||||||||||||
Subsequent Event [Member] | Employee [Member] | |||||||||||||||||||||||
Number of shares issued for services, shares | 330,636 | ||||||||||||||||||||||
Subsequent Event [Member] | Grace Kelly Hyatt [Member] | |||||||||||||||||||||||
Sale of common stock,shares | 2,647,065 | ||||||||||||||||||||||
Proceeds from commom stock | $ 45,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Mr. Guzy [Member] | Director Agreement [Member] | |||||||||||||||||||||||
Monthly board fee | $ 1,000 | ||||||||||||||||||||||
Options term | 3 years | ||||||||||||||||||||||
Options exercisable price | $ 0.0229 | ||||||||||||||||||||||
Subsequent Event [Member] | Mr. Guzy [Member] | Director Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||
Share-based compensation stock option exercisable | 2,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Mr. Hyatt [Member] | |||||||||||||||||||||||
Warrant outstanding | 10,000,000 | 12,500,000 | |||||||||||||||||||||
Proceeds from exercise of warrants | $ 100,000 | $ 125,000 | |||||||||||||||||||||
Subsequent Event [Member] | Accredited Investor [Member] | |||||||||||||||||||||||
Sale of common stock,shares | 20,000,000 | ||||||||||||||||||||||
Proceeds from commom stock | $ 500,000 | ||||||||||||||||||||||
Purchase price of stock | $ 0.025 | ||||||||||||||||||||||
Subsequent Event [Member] | Two Employees [Member] | |||||||||||||||||||||||
Number of shares issued for services, shares | 1,333,333 | ||||||||||||||||||||||
Number of shares issued for services, value | $ 64,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Six Individuals [Member] | |||||||||||||||||||||||
Number of shares issued, shares | 3,658,633 | ||||||||||||||||||||||
Incentive compensation | $ 214,648 | ||||||||||||||||||||||
Cash | 53,668 | ||||||||||||||||||||||
Number of shares issued, value | $ 160,980 | ||||||||||||||||||||||
Share issued price per shares | $ 0.044 |