Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 14, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. | |
Entity Central Index Key | 1,187,953 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | CELZ | |
Entity Common Stock, Shares Outstanding | 830,514,426 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 172,832 | $ 13,697 |
Accounts receivable | 14,000 | 4,801 |
Total Current Assets | 186,832 | 18,498 |
OTHER ASSETS | ||
Licenses, net of amortization | 168,791 | 184,649 |
TOTAL ASSETS | 355,623 | 203,147 |
CURRENT LIABILITIES | ||
Accounts payable | 242,843 | 237,566 |
Accrued expenses | 29,640 | 23,140 |
Management fee payable - related party | 269,050 | 352,750 |
Convertible notes payable, net of discount of $773,641 and $192,291, respectively | 214,109 | 251,748 |
Notes payable, net of discount of $0 and $0, respectively | 125,000 | 125,000 |
Notes payable - related party - current | 0 | 125,000 |
Advances from related party | 10,800 | 10,800 |
Derivative liabilities | 6,818,117 | 1,309,190 |
Total Current Liabilities | 7,709,559 | 2,435,194 |
LONG TERM LIABILITIES | ||
Convertible notes payable, net of discount of $0 and $54,085, respectively | 0 | 915 |
Accrued expenses, net of current portion | 0 | 3,211 |
TOTAL LIABILITIES | 7,709,559 | 2,439,320 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 0 | 0 |
Common stock, $0.001 par value, 3,000,000,000 shares authorized; 784,794,117 and 115,399,226 issued and 784,194,117 and 114,799,226 outstanding at September 30, 2018 and December 31, 2017, respectively | 784,196 | 114,800 |
Additional paid-in capital | 10,874,552 | 1,074,707 |
Accumulated deficit | (19,015,684) | (3,425,680) |
TOTAL STOCKHOLDERS' DEFICIT | (7,353,936) | (2,236,173) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 355,623 | 203,147 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | $ 3,000 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 7,000,000 | 7,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 3,000,000,000 | 3,000,000,000 |
Common Stock, Shares, Issued | 784,794,117 | 115,399,226 |
Common Stock, Shares, Outstanding | 784,194,117 | 114,799,226 |
Convertible Notes Payable [Member] | ||
Debt Instrument, Unamortized Discount, Current | $ 773,641 | $ 192,291 |
Debt Instrument, Unamortized Discount, Noncurrent | 0 | 54,085 |
Notes Payable, Other Payables [Member] | ||
Debt Instrument, Unamortized Discount, Noncurrent | $ 0 | $ 0 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Issued | 3,000,000 | 0 |
Preferred Stock, Shares Outstanding | 3,000,000 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | $ 52,400 | $ 0 | $ 66,800 | $ 0 |
Cost of revenues | 36,395 | 0 | 41,323 | 0 |
Gross profit | 16,005 | 0 | 25,477 | 0 |
OPERATING EXPENSES | ||||
Research and development | 2,884 | 87,728 | 10,284 | 172,748 |
General and administrative, including stock-based compensation of $0, $1,689, $1,877 and $144,112, respectively | 282,670 | 201,985 | 793,216 | 748,379 |
Amortization of patent costs | 5,286 | 5,286 | 15,858 | 10,709 |
TOTAL EXPENSES | 290,840 | 294,999 | 819,358 | 931,836 |
Operating loss | (274,835) | (294,999) | (793,881) | (931,836) |
OTHER INCOME/(EXPENSE) | ||||
Interest expense | (377,038) | (129,778) | (981,341) | (195,523) |
Gain on extinguishment of convertible notes | 0 | 0 | 496,645 | 0 |
Change in fair value of derivatives liabilities | (919,147) | 372,595 | (14,311,427) | (54,530) |
Total other expense | (1,296,185) | 242,817 | (14,796,123) | (250,053) |
OPERATING LOSS | (1,571,020) | (52,182) | (15,590,004) | (1,181,889) |
NET LOSS | $ (1,571,020) | $ (52,182) | $ (15,590,004) | $ (1,181,889) |
BASIC AND DILUTED LOSS PER SHARE | $ 0 | $ 0 | $ (0.03) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | 739,239,617 | 106,313,750 | 519,120,610 | 105,885,362 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation | $ 0 | $ 1,689 | $ 1,877 | $ 144,112 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (15,590,004) | $ (1,181,889) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Stock based compensation | 1,877 | 144,112 |
Amortization | 15,858 | 10,709 |
Amortization of debt discounts | 878,349 | 173,578 |
Increase in principal balance due to penalty provision | 12,500 | 0 |
Change in fair value of derivatives liabilities | 14,311,427 | 54,530 |
Gain on extinguishment of convertible notes payable | (496,645) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (9,199) | 0 |
Accounts payable | 5,765 | 90,713 |
Accrued expenses | 47,133 | 10,845 |
Management fee payable | 66,300 | (69,500) |
Net cash used in operating activities | (756,639) | (766,902) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 0 | 90,000 |
Payments on convertible notes payable | (405,294) | 0 |
Prepayment premiums paid on convertible notes payable | (57,004) | 0 |
Proceeds from convertible notes payable | 1,378,072 | 376,250 |
Proceeds from sale of common stock | 0 | 100,000 |
Net cash provided from financing activities | 915,774 | 566,250 |
NET INCREASE (DECREASE) IN CASH | 159,135 | (200,652) |
BEGINNING CASH BALANCE | 13,697 | 221,868 |
ENDING CASH BALANCE | 172,832 | 21,216 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash payments for interest | 6,712 | 11,100 |
Cash payments for income taxes | 0 | 0 |
NON-CASH FINANCING ACTIVITIES: | ||
Fair value of warrants issued in private placement | 0 | 5,546 |
Purchase of patents with amounts due to related party | 0 | 100,000 |
Conversion of notes payable, accrued interest and derivative liabilities into common stock | 10,319,680 | 0 |
Conversion of management fees into preferred stock | 150,000 | 0 |
Beneficial conversion feature | $ 114,000 | $ 0 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - Creative Medical Technology Holdings, Inc., is considered to be a commercial stage company, following the commencement of sales of stem cell separation equipment and disposable kits used in our Caverstem procedure to treat ED in the fourth quarter of 2017. Our fiscal year end is December 31st. We have acquired the licensing rights for our Amniostem amniotic-based stem cell, purchased the patent for our ED and lower back pain treatments, and filed patent applications for our neurological treatments. Use of Estimates – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2018 and for the three and nine month periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The operations for the three and nine month periods ended September 30, 2018, are not necessarily indicative of the operating results for the full year. Going Concern – The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, during the nine month period ended September 30, 2018, the Company incurred a net loss of $15,590,004 had negative cash flows from operating activities, had a working capital deficit of $7,522,727 and had minimal revenue-generating activities. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of equity securities. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Revenue - The Company recognizes revenue as it is earned as defined by U.S. GAAP. We have adopted the new revenue recognition standard ASC 606 that went into effect on January 1, 2018 and determined there was no material impact to the Company’s financial statements. All revenues reported in 2018 and beyond will reflect those standards. Fair Value of Financial Instruments - The Company’s financial instruments consist of cash and cash equivalents, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of September 30, 2018 and December 31, 2017, the Company didn’t have any Level 1 or 2 financial instruments. The table below reflects the results of our Level 3 fair value calculations: Notes Warrants Total Derivative liability at December 31, 2017 $ 1,060,315 $ 248,875 $ 1,309,190 Addition of new conversion option derivatives 2,839,915 365,268 3,205,183 Conversion of note derivatives (4,739,284 ) (4,597,397 ) (9,336,681 ) Change in fair value 1,948,816 9,691,609 11,640,425 Derivative liability at September 30, 2018 $ 1,109,762 $ 5,708,355 $ 6,818,117 Basic and Diluted Loss Per Share – The Company follows Financial Accounting Standards Board (“FASB”) ASC 260 Earnings per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. During the three and nine month periods ended September 30, 2018, the Company had 500,000 options and 255,771,846 warrants to purchase common stock outstanding. During the three and nine month periods ended September 30, 2017, the Company had 500,000 options and 966,667 warrants to purchase common stock outstanding. In addition, the Company has various convertible notes payable which at September 30, 2018 are convertible into approximately 73,750,820 shares of common stock. The effects of the dilutive securities were anti-dilutive due to net loss during the three and nine month periods ended September 30, 2018 and 2017. Recent Accounting Pronouncements – In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements other than disclosed above. |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 9 Months Ended |
Sep. 30, 2018 | |
Licensing Agreements Disclosure [Abstract] | |
Licensing Agreements Disclosure [Text Block] | NOTE 2 – LICENSING AGREEMENTS ED Patent – The Company acquired a patent from CMH. Amortization expense of $2,493 and $7,479 were recorded for the three month and nine months periods ended September 30, 2018, respectively. As of September 30, 2018, the carrying value of the patent was $73,397. The Company expects to amortize approximately $9,972 annually through 2026 related to the patent costs. Male Infertility License Agreement - The Company has acquired a royalty license from Los Angeles Biomedical Research Institute at Harbor-UCLA Medical Center (“ LABIOMED ”) granting the exclusive license to the products and services of a LABIOMED patent. The Company is subject to a 6% royalty payment to LABIOMED on net sales of any products under this license and 25% on any non-royalty sublicense income. Commencing in 2019, and each subsequent year thereafter, the Company is required to pay to LABIOMED annual maintenance royalties of $20,000, unless during the prior one-year period the Company paid $50,000 or more in actual royalty payments. Finally, the Company agreed to pay LABIOMED certain milestone payments upon achieving the milestones set forth in the agreement. As of September 30, 2018, no amounts are currently due to LABIOMED. Multipotent Amniotic Fetal Stem Cells License Agreement - In August 2016, CMT entered into a License Agreement with a University. This license agreement grants to CMT the exclusive right to all products derived from a patent for use of multipotent amniotic fetal stem cells composition of matter throughout the world during the period ending on the expiration date of the longest-lived patent rights under the patent. CMT paid the University an initial license fee within 30 days of entering into the agreement. CMT is also required to pay annual license maintenance fees on each anniversary date of the agreement, which maintenance fees would be credited toward any earned royalties for any given period. The License Agreement provides for payment of various milestone payments and earned royalties on the net sales of licensed products by CMT or any sub licensee. CMT is also required to reimburse the University for any future costs associated with maintaining the patent. CMT may terminate the license agreement for any reason upon 90 days’ written notice and the University may terminate the agreement in the event CMT fails to meet its obligations set forth therein, unless the breach is cured within 30 days of the notice from the University specifying the breach. CMT is also obligated to indemnify the University against claims arising due to the exercise of the license by CMT or any sub licensee. As of September 30, 2018, no amounts are currently due to the University. The Company estimates that the patent expires in February 2026 and has elected to amortize the patent through the period of expiration on a straight line basis. Amortization expense of $293 and $879 were recorded for the three and nine month periods ended September 30, 2018 , respectively. As of September 30, 2018, the carrying value of the patent was $7,894. The Company expects to amortize approximately $1,172 annually through 2026 related to the patent costs. Lower Back Patent – The Company, through a newly created subsidiary of CMT, StemSpine, LLC, acquired a patent from CMH, a related company, on May 17, 2017, for $100,000, payable in cash or stock. The patent expires on May 19, 2027 and the Company has elected to amortize the patent over a ten-year period on a straight line basis. Amortization expense of $2,500 and $7,500 were recorded for the three and nine month periods ended September 30, 2018, respectively. As of September 30, 2018, the carrying value of the patent was $87,500. The company expects to amortize approximately $10,000 annually through 2027 related to the patent costs. For a period of five years from the date of the first sale of any product derived from the patent, StemSpine is required to make royalty payments of 5% from gross sales of products. StemSpine has also agreed to pay royalties of 50% of sale price or ongoing payments from third parties for licenses granted under the patent to third parties. In addition, StemSpine has agreed to make progress payments under the patent purchase agreement determined by whether the technology represented by the patent is tested by use of autologous cells or allogenic cells. In the case of pursuit of the technology using autologous cells, StemSpine has agreed to pay CMH $100,000 upon the signing of an agreement with a university for the initiation of an IRB clinical trial and $200,000 upon completion of the clinical trial. In the event StemSpine determines to pursue the technology using allogenic cells, StemSpine has agreed to pay CMH $100,000 upon the filing for IND with the FDA; $200,000 upon the dosing of the first patient in Phase 1-2 clinical trial; and $400,000 upon the dosing of the first patient in Phase 3 clinical trial. In each case StemSpine has the option to make these payments in cash or in shares of the Company’s common stock at a discount to the market price of the stock at the time of the transaction. The parties to the patent purchase agreement have agreed that in no event will the aggregate royalty payments under the agreement exceed $2,500,000. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 3 – RELATED PARTY TRANSACTIONS The Company has incurred a monetary obligation to a related corporation to reimburse the cost of services provided to the Company (management and consulting) through September 30, 2018. Each of the Company’s executive officers is employed by the parent company, CMH, and will continue to receive his or her salary or compensation from CMH. The Company has an agreement with CMH which obligates the Company to reimburse CMH $35,000 per month for such services beginning January 2016. The compensation paid by CMH will include an allocation of services performed for CMH and for the Company. The amounts are presented as a “management fee payable - related party” on the accompanying unaudited condensed consolidated balance sheets. The liability is non-interest bearing, unsecured, and will be due upon the Company successfully raising at least $1,000,000 through the sale of equity. As of September 30, 2018, amounts due to CMH under the arrangement were $269,050. On November 17, 2017, the Company entered into a Management Reimbursement Agreement dated November 17, 2017, with Creative Medical Technologies, Inc. (“ CMT ”), the wholly owned subsidiary of the Company, and with Creative Medical Health, Inc., the parent of the Company (“ CMH ”). The Agreement memorializes the arrangement between the parties whereby the Company has, since January 1, 2016, reimbursed CMH $35,000 per month for the services of management and consultants employed by CMH and performing services for the Company and CMT. At the option of CMH, the reimbursable amounts set forth in the Agreement may be paid from time to time in shares of common stock of the Company at a price equal to a 30% discount to the lowest closing price during the 20 trading days prior to time the notice is given. The Agreement may be terminated by either party upon 30 days’ prior written notice. On January 12, 2018, the Company entered into a Debt Settlement Agreement with Creative Medical Health, Inc., the parent of the Company, to exchange $150,000 in management fees owed to Creative Medical Health, Inc. in exchange for 3,000,000 shares of Series A Preferred Stock. In turn, Creative Medical Health, Inc. entered into a Debt Settlement Agreement with Timothy Warbington, our CEO, Chairman, and principal shareholder to transfer the 3,000,000 shares of Series A Preferred Stock in exchange for $150,000 of unpaid compensation owed to Mr. Warbington. During 2016, the Company entered into three note payable agreements with CMH in which the proceeds were used in operations. The notes payable were dated February 2, 2016, May 1, 2016 and May 18, 2016 and resulted in borrowings of $50,000, $50,000 and $25,000, respectively. Notes payable of $50,000 mature on April 30, 2018, $50,000 on July 31, 2018 and $25,000 on May 18, 2018. On May 4, 2017, CMT and CMH entered into a Note Extension and Limited Waiver Agreement whereby the parties extended the maturity date of the 8% Promissory Note dated February 2, 2016, in the principal amount of $50,000, from April 30, 2017, to April 30, 2018, and CMH waived the nonpayment of the Note by CMT on the original maturity date. On extension, CMT paid to CMH accrued interest related to the extended note of $4,050. On July 31, 2017, CMT and CMH entered into a Note Extension and Limited Waiver Agreement whereby the parties extended the maturity date of the 8% Promissory Note dated May 1, 2016, in the principal amount of $50,000, from July 31, 2017, to July 31, 2018, and CMH waived the nonpayment of the Note by CMT on the original maturity date. On extension, CMT paid to CMH accrued interest related to the extended note of $4,050. The notes incur interest at 8% per annum on the outstanding balance of the notes. On April 11, 2018 CMH converted the total principal and accrued interest on all three notes into 9,855,307 shares of common stock. See Note 2 for discussion of an additional related party transaction with CMH. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 4 – DEBT $400,000 Convertible Debenture – Peak One – Note 5 On May 2, 2017, the Company entered into a convertible debenture agreement with a third party for an aggregate principal amount of up to $400,000, for which up to $360,000 in proceeds is to be received. On May 2, 2017, the Company received the first tranche of proceeds of $85,000 for which the Company issued a convertible debenture in the face amount of $100,000. During the three and nine month periods ended September 30, 2018 the Company amortized $0 and $54,085 to interest expense respectively. As of September 30, 2018, a discount of $0 remained. During the three and nine month periods ended September 30, 2018, the lender converted $0 of principal into 0 shares of common stock and $54,200 of principal into 23,485,183 shares of common stock respectively. On March 23, 2018, the Company paid the lender $1,000 to extinguish the remaining principal balance. As of September 30, 2018 the Company had fulfilled all the obligations of the debenture. $115,000 Convertible Note – Auctus – Note 6 On April 10, 2017, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $115,000, for which $103,250 in proceeds were received on May 5, 2017. Under the terms of the agreement, the convertible note incurs interest at 10% per annum and has a maturity date of January 10, 2018. The note holder has notified the company they do not consider the note in default and their intent is to continue converting the remaining principal and accrued interest into common shares. During the three and nine month periods ended September 30, 2018, the Company amortized $0 and $4,600 to interest expense respectively. As of September 30, 2018, a discount of $0 remained. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company accounted for the conversion feature and the warrants as derivative liabilities, see Note 5. Derivative accounting applies as the conversion price is variable and does not have a floor as to the number of common shares in which could be converted. Thus, if the convertible note is not repaid prior to the note being converted significant pressure maybe put on the Company’s stock price and additional dilution of current shareholders may take place. During the three and nine month periods ended September 30, 2018, the lender did not convert any principal, interest and fees into common shares and converted $134,127 of principal, interest and fees into 145,929,641 common shares respectively. As of September 30, 2018 the Company had fulfilled all the obligations of the note. $55,000 Convertible Note – Global – Note 7 On April 24, 2017, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $55,000, for which $47,500 in proceeds were received on May 8, 2017. Under the terms of the agreement, the convertible note incurs interest at 10% per annum and has a maturity date of April 24, 2018. During the three and nine month periods ended September 30, 2018 the Company amortized $0 and $17,863 to interest expense respectively. As of September 30, 2018, a discount of $0 remained. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company accounted for the conversion feature and the warrants as derivative liabilities, see Note 5. Derivative accounting applies as the conversion price is variable and does not have a floor as to the number of common shares in which could be converted. Thus, if the convertible note is not repaid prior to the note being converted significant pressure maybe put on the Company’s stock price and additional dilution of current shareholders may take place. During the three and nine month periods ended September 30, 2018, the lender did not convert any principal, interest and fees into common shares and converted $47,613 of principal, interest and fees into 31,442,665 common shares respectively. As of September 30, 2018 the Company had fulfilled all the obligations of the note. $50,000 Secured Convertible Note – WBRE – Note 8 On June 26, 2017, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $50,000, for which $50,000 in proceeds were received on September 26, 2017. Under the terms of the agreement, the convertible note incurs interest at 12% per annum and matured on December 26, 2017. The convertible note has since been retired through a debt exchange agreement with a third party dated March 8, 2018, see "$60,000 Convertible Note" below. $50,000 Convertible Note – Crown Bridge – Note 9 On July 19, 2017, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $50,000, for which $43,000 in proceeds were received on July 25, 2017. Under the terms of the agreement, the convertible note incurs interest at 5% per annum and has a maturity date of July 19, 2018. During the three and nine month ended September 30, 2018 the Company amortized $0 and $27,397 respectively to interest expense. As of September 30, 2018, a discount of $0 remained. During the three and nine month periods ended September 30, 2018, the lender converted $0 of principal, interest and fees into 0 common shares and $54,697 of principal, interest and fees into 56,453,381 common shares respectively. As of September 30, 2018 there were 333,470,447 common shares reserved with our transfer agent. As of September 30, 2018 the Company had fulfilled all the obligations of the note. $30,000 Convertible Note – Global – Note 14 On January 9, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $30,000, for which 12,500,000 outstanding warrants from the convertible note dated April 24, 2017 were extinguished. The difference between the convertible note, the conversion feature and the value of the warrants was recorded as a derivative loss. No proceeds were received in conjunction with this note. Under the terms of the agreement, the convertible note incurs interest at 8% per annum and has a maturity date of January 9, 2019. The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. The Company is required at all times to reserve shares of the Company’s common stock equal to three times the number of common shares the convertible note is convertible into. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company accounted for the conversion feature as a derivative liability, see Note 5. Derivative accounting applies as the conversion price is variable and does not have a floor as to the number of common shares in which could be converted. Thus, if the convertible note is not repaid prior to the note being converted significant pressure maybe put on the Company’s stock price and additional dilution of current shareholders may take place. As of September 30, 2018, there were 0 shares reserved with our transfer agent with a potential of up to 0 being reserved if and when the lender issues a request to our transfer agent. In the event of default, the holder has the right to require the Company to pay an amount equal to 120% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 24%. The Company has the option to redeem the convertible notes at any time within 180 days from the date of issuance at 120% of the principal and interest; and after 180 days the right of prepayment expires. During the three and nine month periods ended September 30, 2018, the lender converted $5,000 of principal, interest and fees into 816,994 common shares and $32,744 of principal, interest and fees into 5,350,345 common shares respectively. As of September 30, 2018 the Company had fulfilled all the obligations of the note. $44,000 Convertible Note – Adar Bays – Note 15 On January 17, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $44,000, for which $19,000 in proceeds were received on January 23, 2018 and $19,000 in proceeds were received on February 26, 2018. Under the terms of the agreement, the convertible note incurs interest at 10% per annum and has a maturity date of January 17, 2019. The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. The Company is required at all times to reserve shares of the Company’s common stock equal to three times the number of common shares the convertible note is convertible into. The Company is amortizing the on issuance discount of $4,000, legal fees of $2,000 and the remaining discount of $34,324 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $40,324 to interest expense using the straight-line method over the term of the loan. During the three and nine month periods ended September 30, 2018 the Company amortized $0 and $40,324 to interest expense respectively. As of September 30, 2018, a discount of $0 remained. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company accounted for the conversion feature as a derivative liability, see Note 5. Derivative accounting applies as the conversion price is variable and does not have a floor as to the number of common shares in which could be converted. Thus, if the convertible note is not repaid prior to the note being converted significant pressure maybe put on the Company’s stock price and additional dilution of current shareholders may take place. As of September 30, 2018, there were 0 shares reserved with our transfer agent with a potential of 0 being reserved if and when the lender issues a request to our transfer agent. In the event of default, the holder has the right to require the Company to pay an amount equal to 120% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 24%. There is no option for the Company to redeem the convertible note prior to maturity. During the three and nine month periods ended September 30, 2018, the lender converted $0 of principal, interest and fees into 0 common shares and $44,000 of principal, interest and fees into 27,518,485 common shares respectively. As of September 30, 2018 the Company had fulfilled all the obligations of the note. In connection with the original agreement, the holder had the option to fund three additional $44,000 back end convertible notes. On July 16, 2018, the holder exercised this option and entered into three separate $44,000 convertible notes totaling $132,000. For which the Company received a total of $114,000 in net proceeds. Under the terms of the agreements, the convertible notes incurred interest at 10% per annum and has a maturity date of January 17, 2019. The convertible note are convertible upon issuance at a fixed price of $0.025 per share. The Company is amortizing the on issuance discount of $18,000 and the remaining discount of $114,000 due to the recording of a beneficiation conversion feature. In July and August 2018, the convertible notes were converted into 5,280,000 shares of common stock. The Company amortized the entire discount of $132,000 to interest expense during the three and nine months ended September 30, 2018. As of September 30, 2018, a discount of $0 remained. $12,500 Convertible Note – Global – Note 16 On January 22, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $12,500, in exchange for the release of reserved shares to the Company. Under the terms of the agreement, the convertible note incurs interest at 8% per annum and has a maturity date of January 22, 2019. The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company accounted for the conversion feature as a derivative liability, see Note 5. Derivative accounting applies as the conversion price is variable and does not have a floor as to the number of common shares in which could be converted. Thus, if the convertible note is not repaid prior to the note being converted significant pressure maybe put on the Company’s stock price and additional dilution of current shareholders may take place. In the event of default, the holder has the right to require the Company to pay an amount equal to 120% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 24%. The Company has the option to redeem the convertible note within 180 days from the date of issuance at 120% of the principal and interest. After 180 days the right of prepayment expires. During the three and nine month periods ended September 30, 2018, the lender converted $0 of principal, interest and fees into 0 common shares and $12,925 of principal, interest and fees into 2,111,873 common shares respectively. As of September 30, 2018 the Company had fulfilled all the obligations of the note. $53,000 Convertible Note – PowerUp – Loan 17 On February 15, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $53,000, for which $50,000 in proceeds were received on February 22, 2018 . Under the terms of the agreement, the convertible note incurs interest at 12% per annum and has a maturity date of February 15, 2019. The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 61% of the average of the two lowest traded prices of the Company’s common stock during the previous 15 trading days preceding the conversion date. The Company is required at all times to reserve shares of the Company’s common stock equal to three times the number of common shares the convertible note is convertible into. The Company is amortizing the on issuance discount of $3,000 and the remaining discount of $50,000 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $53,000 to interest expense using the straight-line method over the term of the loan. During the three and nine month ended September 30, 2018 the Company amortized $0 and $53,000 to interest expense respectively. As of September 30, 2018, a discount of $0 remained. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company accounted for the conversion feature as a derivative liability, see Note 5. Derivative accounting applies as the conversion price is variable and does not have a floor as to the number of common shares in which could be converted. Thus, if the convertible note is not repaid prior to the note being converted significant pressure maybe put on the Company’s stock price and additional dilution of current shareholders may take place. As of September 30, 2018, there were 0 shares reserved with our transfer agent with a potential of up to 0 being reserved if and when the lender issues a request to our transfer agent. In the event of default, the holder has the right to require the Company to pay an amount equal to 120% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 22%. The Company has the option to redeem the convertible notes within 90 days from the date of issuance at 115% of the principal and interest; between 91 and to 180 days from the date of issuance at 120% of the principal and interest; and after 180 days the right of prepayment expires. On April 26, 2018 the Company retired the note with a payment of $82,084 to the note holder. A derivative liability gain of $279,795 was recorded to reflect the retirement of the derivative liability. $27,500 Convertible Note – Global – Note 18 On March 9, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $27,500, for which proceeds of $23,500 were received on March 9, 2018. Under the terms of the agreement, the convertible note incurs interest at 10% per annum and has a maturity date of March 9, 2019. The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. The Company is amortizing the discount of $27,500 due to on issuance discount of $4,000 and the recording of a derivative liability as discussed in Note 5. The Company is amortizing the discount of $27,500 to interest expense using the straight-line method over the term of the loan. During the three and nine month ended September 30, 2018 the Company amortized $0 and $27,500 to interest expense respectively. As of September 30, 2018, a discount of $0 remained. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company accounted for the conversion feature as a derivative liability, see Note 5. Derivative accounting applies as the conversion price is variable and does not have a floor as to the number of common shares in which could be converted. Thus, if the convertible note is not repaid prior to the note being converted significant pressure maybe put on the Company’s stock price and additional dilution of current shareholders may take place. In the event of default, the holder has the right to require the Company to pay an amount equal to 150% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 24%. The Company has the option to redeem the convertible notes within 30 days from the date of issuance at 115% of the principal and interest; between 31 and to 60 days from the date of issuance at 120% of the principal and interest; between 61 and to 90 days from the date of issuance at 125% of the principal and interest; between 91 and to 120 days from the date of issuance at 130% of the principal and interest; between 121 and to 150 days from the date of issuance at 135% of the principal and interest; between 151 and 180 days from issuance at 140% of principal and interest; and after 180 days the right of prepayment expires. During the three and nine month periods ended September 30, 2018, the lender converted $0 of principal, interest and fees into 0 common shares and $28,344 of principal, interest and fees into 4,631,346 common shares respectively. As of September 30, 2018 the Company had fulfilled all the obligations of the note. $60,000 Convertible Note – Global – WBRE Exchange – Note 19 March 9, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $60,000, in exchange for the extinguishment of the outstanding principal due on the convertible note dated September 26, 2017, see disclosure above for " $50,000 Secured Convertible Note". No proceeds were received in conjunction with the exchange of this convertible note. Under the terms of the agreement, the convertible note incurs interest at 10% per annum and has a maturity date of March 9, 2019. The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. At no additional cost, we issued to the note holder 30,000,000 five-year warrants to purchase common stock at $0.01, subject to adjustment if we issue securities at less than the exercise price. The warrants are exercisable on a cashless basis. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company accounted for the conversion feature as a derivative liability, see Note 5. Derivative accounting applies as the conversion price is variable and does not have a floor as to the number of common shares in which could be converted. Thus, if the convertible note is not repaid prior to the note being converted significant pressure maybe put on the Company’s stock price and additional dilution of current shareholders may take place. In the event of default, the holder has the right to require the Company to pay an amount equal to 150% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 24%. The Company has the option to redeem the convertible notes within 180 days from the date of issuance at 120% of the principal and interest; and after 180 days the right of prepayment expires. At the date of the agreement, the Company determined that the transactions qualified for extinguishment accounting whereby the transaction was accounted for at fair market value with the excess value between the fair value of the old note and new note was accounted for as an extinguishment loss of $154,284. During the three and nine month periods ended September 30, 2018, the lender converted $0 of principal, interest and fees into 0 common shares and $60,147 of principal, interest and fees into 45,665,203 common shares respectively. As of September 30, 2018 the Company had fulfilled all the obligations of the note. $115,000 Convertible Note – Auctus – Note 20 On March 13, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $115,000, for which $97,250 in proceeds were received on March 19, 2018. Under the terms of the agreement, the convertible note incurs interest at 10% per annum and has a maturity date of December 13, 2018. The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the average of the two lowest traded prices of the Company’s common stock during the previous 25 trading days preceding the conversion date. The Company is required at all times to reserve shares of the Company’s common stock equal to six times the number of common shares the convertible note is convertible into. The Company is amortizing the original issuance discount of $15,000 legal fees of $2,750 and the remaining discount of $97,250 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $115,000 to interest expense using the straight-line method over the term of the loan. During the three and nine month periods ended September 30, 2018 the Company amortized $69,418 and $115,000 to interest expense respectively. As of September 30, 2018, a discount of $0 remained. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company accounted for the conversion feature as a derivative liability, see Note 5. Derivative accounting applies as the conversion price is variable and does not have a floor as to the number of common shares in which could be converted. Thus, if the convertible note is not repaid prior to the note being converted significant pressure maybe put on the Company’s stock price and additional dilution of current shareholders may take place. As of September 30, 2018, there were 34,737,400 shares reserved with our transfer agent with a potential of 0 being reserved if and when the lender issues a request to our transfer agent. In the event of default, the holder has the right to require the Company to pay an amount equal to 125% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 24%. The Company has the option to redeem the convertible notes within 90 days from the date of issuance at 125% of the principal and interest; between 91 and to 180 days from the date of issuance at 140% of the principal and interest; and after 180 days the right of prepayment expires. During the three and nine month periods ended September 30, 2018, the lender converted $43,769 of principal, interest and fees into 34,737,400 common shares. On August 8, 2018, the Company retired the note and accrued interest with a payment of $106,312 to the note holder, which included a prepayment fee of $30,128 recorded within interest expense. $48,000 Convertible Note – GS – Note 21 On March 15, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $48,000, for which $45,600 in proceeds were received on March 20, 2018. Under the terms of the agreement, the convertible note incurs interest at 10% per annum and has a maturity date of March 15, 2019. The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 63% of the average of the two lowest traded prices of the Company’s common stock during the previous 12 trading days preceding the conversion date. The Company is required at all times to reserve shares of the Company’s common stock equal to six times the number of common shares the convertible note is convertible into. The Company is amortizing legal fees of $2,400 and the remaining discount of $45,600 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $48,000 to interest expense using the straight-line method over the term of the loan. During the three and months ended September 30, 2018 the Company amortized $0 and $48,000 to interest expense respectively. As of September 30, 2018, a discount of $0 remained. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company accounted for the conversion feature as a derivative liability, see Note 5. Derivative accounting applies as the conversion price is variable and does not have a floor as to the number of common shares in which could be converted. Thus, if the convertible note is not repaid prior to the note being converted significant pressure maybe put on the Company’s stock price and additional dilution of current shareholders may take place. As of September 30, 2018, there were 0 shares reserved with our transfer agent with a potential of 0 being reserved if and when the lender issues a request to our transfer agent. In the event of default, the holder has the right to require the Company to pay an amount equal to 120% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 24%. The Company has the option to redeem the convertible notes within 60 days from the date of issuance at 110% of the principal and interest; between 61 and to 120 days from the date of issuance at 124% of the principal and interest; between 121 days and to 180 days from the date of issuance at 138%; and after 180 days the right of prepayment expires. On April 25, 2018 the Company retired the note with a payment of $60,000 to the note holder. A derivative liability gain of $209,076 was recorded to reflect the retirement of the derivative liability. $110,000 Convertible Note – Morningview – Note 22 On April 3, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $110,000, for which $95,000 in proceeds were received on April 3, 2018 . Under the terms of the agreement, the convertible note incurs interest at 10% per annum and has a maturity date of March 29, 2019. The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. The Company is required at all times to reserve shares of the Company’s common stock equal to five times the number of common shares the convertible note is convertible into. The Company is amortizing legal fees of $2,652 and the remaining discount of $107,348 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $110,000 to interest expense using the straight-line method over the term of the loan. During the three and nine months ended September 30, 2018 the Company amortized $27,726 and $54,247 to interest expense respectively. As of September 30, 2018, a discount of $55,753 remained. At no additional cost, we issued to the note holder 11,000,000 five-year warrants to purchase common stock at $0.01, subject to adjustment if we issue securities at less than the exercise price. The warrants are exercisable on a cashless basis. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company accounted for the conversion feature as a derivative liability, see Note 5. Derivative accounting applies as the conversion price is variable and does not have a floor as to the number of common shares in which could be converted. Thus, if the convertible note is not repaid prior to the note being converted significant pressure maybe put on the Company’s stock price and additional dilution of current shareholders may take place. As of September 30, 2018, there were 84,110,033 shares reserved with our transfer agent with a potential of 44,055,213 being reserved if and when the lender issues a request to our transfer agent. In the event of default, the holder has the right to require the Company to pay an amount equal to 150% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 18%. The Company has the option to redeem the convertible notes within 180 days from the date of issuance at 140% of the principal and interest |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | NOTE 5 – DERIVATIVE LIABILITIES Derivative Liabilities In connection with convertible notes payable, the Company records derivative liabilities for the conversion feature. In addition, the Company has warrants for which the exercise prices reset upon future events. These warrants are also considered to be derivative liabilities. The derivative liabilities are valued on the date the convertible note payable become convertible and revalued at each reporting period. The warrants are valued on the date of issuance and revalued at each reporting period. During the nine months ended September 30, 2018, the Company recorded initial derivative liabilities of $3,205,183 based upon the following Black-Scholes option pricing model average assumptions: an exercise price of $0.0009 to $0.0137 our stock price on the date of grant of $0.0029 to $0.0550, expected dividend yield of 0%, expected volatility of 86% to 214%, risk free interest rate of 2.03% to 2.80% and expected terms ranging from 1.0 to 5.0 years. Upon initial valuation, the derivative liability exceeded the face value certain of the convertible note payables by approximately $2,671,002, which was recorded as a day one loss on derivative liability. On September 30, 2018, the derivative liabilities were revalued at $6,818,117 resulting in a loss of $919,147 related to the change in fair market value of the derivative liabilities during the three months ended September 30, 2018. The total loss related to the change in fair market value of the derivative liabilities during the nine months ended September 30, 2018 was $11,640,425. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following average assumptions: an exercise price of $0.0008 to $0.0880, our stock price on the date of valuation ($0.0234), expected dividend yield of 0%, expected volatility of 95% to 214%, risk-free interest rates ranging from 2.63 - 2.80%, and an expected terms ranging from 0.5 to 4.9 years. In connection with convertible notes converted and warrants exercised, as disclosed in Note 5, the Company reclassed derivative liabilities with a fair value of $9,336,681 to additional paid-in capital. The Company revalued the derivative liabilities at each conversion date recording the pro-rata portion of the derivative liability as compared to the portion of the convertible note converted to the pre-conversion carrying value to additional paid-in capital Future Potential Dilution Most of the Company’s convertible notes payable contain adjustable conversion terms with significant discounts to market. As of September 30, 2018 the Company’s convertible notes payable are potentially convertible into an aggregate of approximately 74 million shares of common stock. In addition, due to the variable conversion prices on some of the Company’s convertible notes, the number of common shares issuable is dependent upon the traded price of the Company’s common stock. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | NOTE 6 – WARRANTS The fair value of each warrant is estimated using the Black-Scholes valuation model. Assumptions used in calculating the fair value at September 30, 2018 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 3.8 to 4.9 Risk-free interest rate 2.63 % Expected volatility 91 % Common stock price $ 0.0234 Since the expected life of the options was greater than the Company’s historical stock information available, the Public Company determined the expected volatility based on price fluctuations of comparable public companies. The issuances, exercises and pricing re-sets during the nine months ended September 30, 2018 are as follows: Outstanding at December 31, 2017 23,426,087 Issuances 69,919,777 Exercises (223,803,769 ) Anti-Dilution/Modification 401,430,751 Forfeitures/cancellations (15,200,000 ) Outstanding at September 30, 2018 255,772,846 Weighted Average Price at September 30, 2018 $ 0.0023 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 7 –SUBSEQUENT EVENTS In accordance with ASC 855, management reviewed all material events through August 14, 2018, for these financial statements and there are no material subsequent events to report, except as follows: Co nversion Notice From October 16, 2018 through October 22, 2018 we issued 11,967,158 of $115,000 . On October 18, 2018 we issued 9,297,576 shares of common stock to a lender whom exercised 10,000,000 warrants in a cashless exercise. On November 12, 2018 we issued 25,055,575 28,200,000 . |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2018 and for the three and nine month periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The operations for the three and nine month periods ended September 30, 2018, are not necessarily indicative of the operating results for the full year. |
Liquidity Policy [Policy Text Block] | Going Concern – The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, during the nine month period ended September 30, 2018, the Company incurred a net loss of $15,590,004 had negative cash flows from operating activities, had a working capital deficit of $7,522,727 and had minimal revenue-generating activities. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of equity securities. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Revenue Recognition, Policy [Policy Text Block] | Revenue - The Company recognizes revenue as it is earned as defined by U.S. GAAP. We have adopted the new revenue recognition standard ASC 606 that went into effect on January 1, 2018 and determined there was no material impact to the Company’s financial statements. All revenues reported in 2018 and beyond will reflect those standards. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments - The Company’s financial instruments consist of cash and cash equivalents, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of September 30, 2018 and December 31, 2017, the Company didn’t have any Level 1 or 2 financial instruments. The table below reflects the results of our Level 3 fair value calculations: Notes Warrants Total Derivative liability at December 31, 2017 $ 1,060,315 $ 248,875 $ 1,309,190 Addition of new conversion option derivatives 2,839,915 365,268 3,205,183 Conversion of note derivatives (4,739,284 ) (4,597,397 ) (9,336,681 ) Change in fair value 1,948,816 9,691,609 11,640,425 Derivative liability at September 30, 2018 $ 1,109,762 $ 5,708,355 $ 6,818,117 |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Loss Per Share – The Company follows Financial Accounting Standards Board (“FASB”) ASC 260 Earnings per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. During the three and nine month periods ended September 30, 2018, the Company had 500,000 options and 255,771,846 warrants to purchase common stock outstanding. During the three and nine month periods ended September 30, 2017, the Company had 500,000 options and 966,667 warrants to purchase common stock outstanding. In addition, the Company has various convertible notes payable which at September 30, 2018 are convertible into approximately 73,750,820 shares of common stock. The effects of the dilutive securities were anti-dilutive due to net loss during the three and nine month periods ended September 30, 2018 and 2017. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements – In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements other than disclosed above. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Notes Warrants Total Derivative liability at December 31, 2017 $ 1,060,315 $ 248,875 $ 1,309,190 Addition of new conversion option derivatives 2,839,915 365,268 3,205,183 Conversion of note derivatives (4,739,284 ) (4,597,397 ) (9,336,681 ) Change in fair value 1,948,816 9,691,609 11,640,425 Derivative liability at September 30, 2018 $ 1,109,762 $ 5,708,355 $ 6,818,117 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | As of September 30, 2018, future loan maturities are as follows: For the year ended December 31, 2018 0 2019 987,750 Total $ 987,750 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each warrant is estimated using the Black-Scholes valuation model. Assumptions used in calculating the fair value at September 30, 2018 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 3.8 to 4.9 Risk-free interest rate 2.63 % Expected volatility 91 % Common stock price $ 0.0234 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The issuances, exercises and pricing re-sets during the nine months ended September 30, 2018 are as follows: Outstanding at December 31, 2017 23,426,087 Issuances 69,919,777 Exercises (223,803,769 ) Anti-Dilution/Modification 401,430,751 Forfeitures/cancellations (15,200,000 ) Outstanding at September 30, 2018 255,772,846 Weighted Average Price at September 30, 2018 $ 0.0023 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Derivative liability at December 31, 2017 | $ 1,309,190 |
Addition of new conversion option derivatives | 3,205,183 |
Conversion of note derivatives | (9,336,681) |
Change in fair value | 11,640,425 |
Derivative liability at September 30, 2018 | 6,818,117 |
Notes [Member] | |
Derivative liability at December 31, 2017 | 1,060,315 |
Addition of new conversion option derivatives | 2,839,915 |
Conversion of note derivatives | (4,739,284) |
Change in fair value | 1,948,816 |
Derivative liability at September 30, 2018 | 1,109,762 |
Warrants [Member] | |
Derivative liability at December 31, 2017 | 248,875 |
Addition of new conversion option derivatives | 365,268 |
Conversion of note derivatives | (4,597,397) |
Change in fair value | 9,691,609 |
Derivative liability at September 30, 2018 | $ 5,708,355 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Working Capital Deficit | $ 7,522,727 | $ 7,522,727 | ||
Conversion of Stock, Shares Issued | 73,750,820 | |||
Net loss | $ (1,571,020) | $ (52,182) | $ (15,590,004) | $ (1,181,889) |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 255,171,846 | 966,667 | 255,771,846 | 966,667 |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 500,000 | 500,000 | 500,000 | 500,000 |
LICENSING AGREEMENTS (Details T
LICENSING AGREEMENTS (Details Textual) - USD ($) | May 17, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Amortization of Intangible Assets | $ 5,286 | $ 5,286 | $ 15,858 | $ 10,709 | ||
Finite-Lived Intangible Assets, Net | 168,791 | 168,791 | $ 184,649 | |||
Maximum [Member] | ||||||
Long-term Purchase Commitment, Amount | $ 2,500,000 | |||||
Initiation Of Clinical Trial [Member] | ||||||
Long-term Purchase Commitment, Amount | 100,000 | |||||
Completion Of Clinical Trial [Member] | ||||||
Long-term Purchase Commitment, Amount | 200,000 | |||||
Filing For IND With FDA [Member] | ||||||
Long-term Purchase Commitment, Amount | 100,000 | |||||
Closing Of First Patient In Phase 1-2 Clinical Trial [Member] | ||||||
Long-term Purchase Commitment, Amount | 200,000 | |||||
Closing Of First Patient In Phase 3 Clinical Trial [Member] | ||||||
Long-term Purchase Commitment, Amount | $ 400,000 | |||||
Patents [Member] | ||||||
Finite-Lived Intangible Assets, Net | 73,397 | 73,397 | ||||
Finite Lived Intangible Assets, Expected Annual Amortization | $ 9,972 | |||||
Licensing Agreements [Member] | ||||||
Royalty Payment Percentage | 6.00% | |||||
Non-Royalty Sublease Income Percentage | 25.00% | |||||
Payments for Royalties | $ 20,000 | $ 50,000 | ||||
Finite-Lived Intangible Assets, Net | 7,894 | 7,894 | ||||
Finite Lived Intangible Assets, Expected Annual Amortization | 1,172 | |||||
Multipotent Amniotic Fetal Stem Cells License Agreement [Member] | Patents [Member] | ||||||
Amortization of Intangible Assets | 293 | 879 | ||||
Creative Medical Health, Inc [Member] | Patents [Member] | ||||||
Amortization of Intangible Assets | 2,493 | $ 7,479 | ||||
StemSpine, Llc [Member] | ||||||
Royalty Payment Percentage | 5.00% | |||||
Non-Royalty Sublease Income Percentage | 50.00% | |||||
StemSpine, Llc [Member] | Patents [Member] | ||||||
Finite-Lived Intangible Asset, Expiration Period | 2,027 | |||||
Amortization of Intangible Assets | 2,500 | $ 7,500 | ||||
Payments to Acquire Intangible Assets | $ 100,000 | |||||
Finite-Lived Intangible Assets, Net | $ 87,500 | 87,500 | ||||
Finite Lived Intangible Assets, Expected Annual Amortization | $ 10,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | Apr. 11, 2018 | Jan. 12, 2018 | May 04, 2017 | Aug. 31, 2018 | Nov. 17, 2017 | Jul. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2016 | Sep. 20, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||||||||||
Management Fee Payable | $ 269,050 | $ 352,750 | ||||||||
Reimbursement of Management Fees | $ 35,000 | |||||||||
Management Reimbursement Agreement description | <tr><td></td></tr></table>" id="sjs-F5">At the option of CMH, the reimbursable amounts set forth in the Agreement may be paid from time to time in shares of common stock of the Company at a price equal to a 30% discount to the lowest closing price during the 20 trading days prior to time the notice is given. The Agreement may be terminated by either party upon 30 days’ prior written notice.<table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,280,000 | 74,000,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||
Series A Preferred Stock [Member] | Timothy Warbington [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 150,000 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,000,000 | |||||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 9,855,307 | |||||||||
Creative Medical Health [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Management Fee Payable | $ 269,050 | |||||||||
Reimbursement of Management Fees | 35,000 | |||||||||
Minimum Amount To Be Raised Through Equity Issuance | $ 1,000,000 | |||||||||
Common Stock Discount On Shares Percentage | 30.00% | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||
Creative Medical Health [Member] | Series A Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 150,000 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,000,000 | |||||||||
Creative Medical Health [Member] | February Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from Lines of Credit | $ 50,000 | |||||||||
Line of Credit Facility, Initiation Date | Apr. 30, 2017 | Feb. 2, 2016 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000 | $ 50,000 | ||||||||
Line of Credit Facility, Expiration Date | Apr. 30, 2018 | Apr. 30, 2018 | ||||||||
Line of Credit Facility, Interest Rate During Period | 8.00% | |||||||||
Interest Payable, Current | $ 4,050 | |||||||||
Creative Medical Health [Member] | May Note One [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from Lines of Credit | $ 50,000 | |||||||||
Line of Credit Facility, Initiation Date | Jul. 31, 2017 | May 1, 2016 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000 | $ 50,000 | ||||||||
Line of Credit Facility, Expiration Date | Jul. 31, 2018 | Jul. 31, 2018 | ||||||||
Line of Credit Facility, Interest Rate During Period | 8.00% | |||||||||
Interest Payable, Current | $ 4,050 | |||||||||
Creative Medical Health [Member] | May Note Two [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from Lines of Credit | $ 25,000 | |||||||||
Line of Credit Facility, Initiation Date | May 18, 2016 | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | |||||||||
Line of Credit Facility, Expiration Date | May 18, 2018 |
DEBT (Details)
DEBT (Details) | Sep. 30, 2018USD ($) |
2,018 | $ 0 |
2,019 | 987,750 |
Total | $ 987,750 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | Aug. 08, 2018 | May 14, 2018 | Apr. 13, 2018 | Apr. 11, 2018 | Apr. 03, 2018 | Mar. 15, 2018 | Mar. 09, 2018 | Jan. 09, 2018 | Apr. 10, 2017 | Sep. 30, 2018 | Sep. 20, 2018 | Aug. 31, 2018 | Jul. 16, 2018 | Jun. 27, 2018 | Apr. 26, 2018 | Apr. 25, 2018 | Mar. 23, 2018 | Mar. 13, 2018 | Feb. 15, 2018 | Jan. 23, 2018 | Jan. 22, 2018 | Jan. 17, 2018 | Jul. 25, 2017 | Jul. 19, 2017 | Jun. 26, 2017 | May 02, 2017 | Apr. 24, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Debt Conversion, Converted Instrument, Shares Issued | 5,280,000 | 74,000,000 | |||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 106,500 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 108,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | $ 878,349 | $ 173,578 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 20, 2019 | Jan. 17, 2019 | |||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 1,378,072 | 376,250 | |||||||||||||||||||||||||||||
Legal Fees | $ 1,000 | $ 8,363 | $ 2,000 | ||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 40,324 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 1,863 | ||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | ||||||||||||||||||||||||||||||
Default Interest Rate | 18.00% | ||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 69,676 | $ 0 | $ 0 | 496,645 | 0 | ||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 2,671,002 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 10,319,680 | $ 0 | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 114,000 | ||||||||||||||||||||||||||||||
Interest Expense, Debt | 2,542 | ||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | 30,128 | ||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||
Share Price | $ 0.0550 | $ 0.0550 | $ 0.0550 | ||||||||||||||||||||||||||||
Redeemable Convertible Debentures, Maturity Period,Within 90 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 125.00% | 115.00% | |||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period ,Between 91 and 120 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 130.00% | ||||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period,Between 121 and 150 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 135.00% | ||||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period,After 180 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | 120.00% | 120.00% | ||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period ,Between 91 and 180 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 140.00% | 120.00% | |||||||||||||||||||||||||||||
Redeemable Convertible Debentures, Maturity Period,Within 30 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 115.00% | ||||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period ,Between 31 and 60 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | ||||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period ,Between 61 and 90 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 125.00% | ||||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period ,Between 121 and 180 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 138.00% | ||||||||||||||||||||||||||||||
Redeemable Convertible Debentures Maturity Period Between 61 And 120 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 124.00% | ||||||||||||||||||||||||||||||
Redeemable Convertible Debentures Maturity Period Within 60 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 110.00% | ||||||||||||||||||||||||||||||
Redeemable Convertible Debentures, Maturity Period,Within 180 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 140.00% | 140.00% | |||||||||||||||||||||||||||||
Convertible Debt 400000 [Member] | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 0 | $ 54,200 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | 23,485,183 | |||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 360,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 400,000 | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 0 | 54,085 | |||||||||||||||||||||||||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 1,000 | ||||||||||||||||||||||||||||||
Convertible Debt 115000 [Member] | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 134,127 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 145,929,641 | ||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 103,250 | $ 97,250 | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 115,000 | $ 115,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 15,000 | $ 0 | |||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 10, 2018 | Dec. 13, 2018 | |||||||||||||||||||||||||||||
Legal Fees | $ 2,750 | ||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 115,000 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 0 | $ 4,600 | |||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 125.00% | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 34,737,400 | 34,737,400 | 34,737,400 | ||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | ||||||||||||||||||||||||||||||
Convertible Debt 115000 [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 97,250 | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Convertible Debt 55000 [Member] | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 47,613 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 31,442,665 | ||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 47,500 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 55,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 24, 2018 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 0 | 17,863 | |||||||||||||||||||||||||||||
Secured Convertible Note 50000 [Member] | |||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 50,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 54,697 | $ 50,000 | 54,697 | 54,697 | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 26, 2017 | ||||||||||||||||||||||||||||||
Convertible Note 50000 One [Member] | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 60,000 | ||||||||||||||||||||||||||||||
Convertible Debt 30000 [Member] | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 5,000 | $ 32,744 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 816,994 | 5,350,345 | |||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 12,500,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 30,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 9, 2019 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | ||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | ||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | ||||||||||||||||||||||||||||||
Convertible Debt 12500 [Member] | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 0 | $ 12,925 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | 2,111,873 | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 12,500 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 22, 2019 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | ||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | ||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | ||||||||||||||||||||||||||||||
Convertible Debt 53000 [Member] | |||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 50,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 53,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 3,000 | $ 0 | |||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 15, 2019 | ||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 53,000 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 0 | $ 53,000 | |||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Default Interest Rate | 22.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 82,084 | ||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 279,795 | ||||||||||||||||||||||||||||||
Convertible Debt 53000 [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 50,000 | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Convertible Debt 48000 [Member] | |||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 45,600 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 48,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 45,600 | $ 0 | |||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 15, 2019 | ||||||||||||||||||||||||||||||
Legal Fees | $ 2,400 | ||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 48,000 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 0 | $ 48,000 | |||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 60,000 | ||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 209,076 | ||||||||||||||||||||||||||||||
Convertible Debt 48000 [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Convertible Secured Debt 50,000 [Member] | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 0 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | 56,453,381 | |||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 43,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 19, 2018 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 0 | $ 27,397 | |||||||||||||||||||||||||||||
Treasury Stock, Shares | 333,470,447 | 333,470,447 | 333,470,447 | ||||||||||||||||||||||||||||
Convertible Debt 44000 [Member] | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 132,000 | $ 0 | $ 44,000 | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | 27,518,485 | |||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | 114,000 | $ 19,000 | 19,000 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 132,000 | $ 44,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 18,000 | $ 4,000 | $ 0 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 17, 2019 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 0 | $ 40,324 | |||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.025 | ||||||||||||||||||||||||||||||
Convertible Debt 44000 [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 34,324 | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Convertible Debt 27500 [Member] | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 0 | $ 28,344 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | 4,631,346 | |||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 23,500 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 27,500 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 27,500 | $ 0 | |||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 9, 2019 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | ||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 27,500 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 0 | 27,500 | |||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | ||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | ||||||||||||||||||||||||||||||
Convertible Debt 27500 [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 4,000 | ||||||||||||||||||||||||||||||
Convertible Debt 27500 [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 91 and 120 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 130.00% | ||||||||||||||||||||||||||||||
Convertible Debt 27500 [Member] | Redeemable Convertible Debentures,Maturity Period,Between 121 and 150 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 135.00% | ||||||||||||||||||||||||||||||
Convertible Debt 27500 [Member] | Redeemable Convertible Debentures, Maturity Period,Within 30 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 115.00% | ||||||||||||||||||||||||||||||
Convertible Debt 27500 [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 31 and 60 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | ||||||||||||||||||||||||||||||
Convertible Debt 27500 [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 61 and 90 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 125.00% | ||||||||||||||||||||||||||||||
Convertible Debt 27500 [Member] | Redeemable Convertible Debentures,Maturity Period,Between 151 and 180 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 140.00% | ||||||||||||||||||||||||||||||
Convertible Debt 60000 [Member] | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 0 | $ 0 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 60,147 | 45,665,203 | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 60,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 9, 2019 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | ||||||||||||||||||||||||||||||
Share Price | $ 0.01 | ||||||||||||||||||||||||||||||
Number Of Warrants Issued | 30,000,000 | ||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | ||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | ||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 154,284 | ||||||||||||||||||||||||||||||
Convertible Note 30000 - Global [Member] | |||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Convertible Note 30000 - Global [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Convertible Debt 110000 [Member] | |||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 95,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 110,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 107,348 | $ 55,753 | |||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 29, 2019 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | ||||||||||||||||||||||||||||||
Legal Fees | $ 2,652 | ||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 110,000 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 27,726 | $ 54,247 | |||||||||||||||||||||||||||||
Share Price | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||
Number Of Warrants Issued | 11,000,000 | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 84,110,033 | 84,110,033 | 84,110,033 | ||||||||||||||||||||||||||||
Convertible Debt 110000 [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 44,055,213 | 44,055,213 | 44,055,213 | ||||||||||||||||||||||||||||
Convertible Debt 110000 Fourth Man [Member] | |||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 110,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 58,164 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | conversion price equal to 60% of the lowest trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | ||||||||||||||||||||||||||||||
Legal Fees | $ 10,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 110,000 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 27,726 | $ 51,836 | |||||||||||||||||||||||||||||
Share Price | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||
Number Of Warrants Issued | 11,000,000 | ||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 18,333,333 | 18,333,333 | 18,333,333 | ||||||||||||||||||||||||||||
Default Interest Rate | 18.00% | ||||||||||||||||||||||||||||||
Convertible Debt 110000 Fourth Man [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 26,377,915 | 26,377,915 | 26,377,915 | ||||||||||||||||||||||||||||
Convertible Debt 110000 Powerup [Member] | |||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 99,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 110,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 10,000 | $ 58,164 | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | conversion price equal to 60% of the lowest trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | ||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 110,000 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 27,726 | $ 51,836 | |||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 13,000,000 | 13,000,000 | 13,000,000 | ||||||||||||||||||||||||||||
Default Interest Rate | 22.00% | ||||||||||||||||||||||||||||||
Convertible Debt 110000 Powerup [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 99,000 | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 26,377,915 | 26,377,915 | 26,377,915 | ||||||||||||||||||||||||||||
Convertible Debt 110000 Powerup [Member] | Redeemable Convertible Debentures,Maturity Period,Between 151 and 180 Days [Member] | |||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 140.00% | ||||||||||||||||||||||||||||||
Convertible Debt 108000 [Member] | |||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 94,960 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 108,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 94,960 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | May 14, 2019 | ||||||||||||||||||||||||||||||
Legal Fees | $ 5,040 | ||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | ||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | ||||||||||||||||||||||||||||||
Convertible Debt 108000 Global [Member] | |||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 100,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 108,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 66,871 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 27, 2019 | ||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | conversion price equal to 60% of the lowest trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | ||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 108,000 | $ 8,000 | |||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 8,000 | $ 27,222 | $ 41,129 | ||||||||||||||||||||||||||||
Treasury Stock, Shares | 35,000,000 | 35,000,000 | 35,000,000 | ||||||||||||||||||||||||||||
Share Price | $ 0.025 | ||||||||||||||||||||||||||||||
Number Of Warrants Issued | 3,600,000 | ||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | ||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | ||||||||||||||||||||||||||||||
Convertible Debt 108000 Global [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 25,486,329 | 25,486,329 | 25,486,329 | ||||||||||||||||||||||||||||
Convertible Debt 183250 Fourth Man [Member] | |||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | 169,676 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 183,250 | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 13,574 | $ 178,229 | |||||||||||||||||||||||||||||
Legal Fees | 8,363 | ||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 183,250 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 5,021 | $ 5,021 | |||||||||||||||||||||||||||||
Share Price | $ 0.088 | ||||||||||||||||||||||||||||||
Number Of Warrants Issued | 1,247,618 | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||||||||||||||||
Convertible Debt 183250 Fourth Man [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 161,313 | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 38,859,058 | 38,859,058 | 38,859,058 | ||||||||||||||||||||||||||||
Convertible Note 183250 Morningview [Member] | |||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | 169,676 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 183,250 | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 13,574 | $ 178,229 | |||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 183,250 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 5,021 | $ 5,021 | |||||||||||||||||||||||||||||
Share Price | $ 0.088 | ||||||||||||||||||||||||||||||
Number Of Warrants Issued | 1,247,618 | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||||||||||||||||
Convertible Note 183250 Morningview [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 161,313 | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 38,859,058 | 38,859,058 | 38,859,058 | ||||||||||||||||||||||||||||
Convertible Note 183250 Global [Member] | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 139,352 | ||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | 100,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 183,250 | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 13,574 | $ 178,229 | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The convertible note is convertible at any time after 31 days after the closing date and convertible into shares of the Company’s stock at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | ||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 183,250 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 5,021 | $ 5,021 | |||||||||||||||||||||||||||||
Share Price | $ 0.088 | ||||||||||||||||||||||||||||||
Number Of Warrants Issued | 1,247,618 | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||||||||||||||||
Carrying Amount of Prior Notes | $ 211,570 | ||||||||||||||||||||||||||||||
Convertible Note 183250 Global [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 169,676 | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 38,859,058 | 38,859,058 | 38,859,058 | ||||||||||||||||||||||||||||
Convertible Note 108000 Global [Member] | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 1,797 | ||||||||||||||||||||||||||||||
Convertible Note 108000 Global 2 [Member] | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 1,500 | 0 | |||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 177 | 177 | |||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | ||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | ||||||||||||||||||||||||||||||
Convertible Note - Auctus [Member] | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 43,769 | $ 43,769 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 34,737,400 | 34,737,400 | |||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 69,418 | $ 115,000 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 106,312 | ||||||||||||||||||||||||||||||
First Tranche [Member] | Convertible Debt 400000 [Member] | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | ||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 85,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Aug. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | |
Derivative Liability | $ 3,205,183 | $ 3,205,183 | |
Derivative, Gain (Loss) on Derivative, Net | $ 2,671,002 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||
Debt Conversion, Converted Instrument, Shares Issued | 5,280,000 | 74,000,000 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ (9,336,681) | ||
Revaluation [Member] | |||
Derivative Liability | 6,818,117 | 6,818,117 | |
Derivative, Gain (Loss) on Derivative, Net | $ 919,147 | $ 11,640,425 | |
Share Price | $ 0.0234 | $ 0.0234 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 9,336,681 | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 0.0009 | $ 0.0009 | |
Share Price | 0.0029 | $ 0.0029 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 86.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.03% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year | ||
Minimum [Member] | Revaluation [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 0.0008 | $ 0.0008 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 95.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.63% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 months | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 0.0137 | $ 0.0137 | |
Share Price | 0.0550 | $ 0.0550 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 214.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.80% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | ||
Maximum [Member] | Revaluation [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.0880 | $ 0.0880 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 214.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.80% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 10 months 24 days |
WARRANTS (Details)
WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2018$ / shares | |
Annual dividend yield | 0.00% |
Maximum [Member] | |
Expected life (years) | 5 years |
Risk-free interest rate | 2.80% |
Expected volatility | 214.00% |
Common stock price | $ 0.0550 |
Minimum [Member] | |
Expected life (years) | 1 year |
Risk-free interest rate | 2.03% |
Expected volatility | 86.00% |
Common stock price | $ 0.0029 |
Employee Stock Option [Member] | |
Annual dividend yield | 0.00% |
Risk-free interest rate | 2.63% |
Expected volatility | 91.00% |
Common stock price | $ 0.0234 |
Employee Stock Option [Member] | Maximum [Member] | |
Expected life (years) | 4 years 10 months 24 days |
Employee Stock Option [Member] | Minimum [Member] | |
Expected life (years) | 3 years 9 months 18 days |
WARRANTS (Details 1)
WARRANTS (Details 1) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Outstanding at beginning | 23,426,087 |
Issuances | 69,919,777 |
Exercises | (223,803,769) |
Anti-Dilution/Modification | 401,430,751 |
Forfeitures/cancellations | (15,200,000) |
Outstanding at Ending | 255,772,846 |
Weighted Average Price at September 30, 2018 | $ / shares | $ 0.0023 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Nov. 12, 2018 | Oct. 22, 2018 | Oct. 18, 2018 | Jul. 16, 2018 |
Subsequent Event [Line Items] | ||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 114,000 | |||
Subsequent Event [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion of Stock, Amount Issued | $ 11,967,158 | |||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 115,000 | |||
Stock Issued During Period, Shares, New Issues | 25,055,575 | 9,297,576 | ||
Warrants Exercised | 28,200,000 | 10,000,000 |