Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 22, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. | ||
Entity Central Index Key | 0001187953 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 37,242,192 | ||
Trading Symbol | CELZ | ||
Entity Common Stock, Shares Outstanding | 890,597,662 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 304,056 | $ 13,697 |
Accounts receivable | 9,600 | 4,801 |
Total Current Assets | 313,656 | 18,498 |
OTHER ASSETS | ||
Licenses, net of amortization | 163,505 | 184,649 |
TOTAL ASSETS | 477,161 | 203,147 |
CURRENT LIABILITIES | ||
Accounts payable | 331,838 | 237,566 |
Accrued expenses | 21,640 | 23,140 |
Management fee payable - related party | 198,082 | 352,750 |
Convertible notes payable, net of discount of $792,994 and $192,291, respectively | 682,056 | 251,748 |
Notes payable, net of discount of $0 and $0, respectively | 0 | 125,000 |
Notes payable - related party - current | 0 | 125,000 |
Advances from related party | 10,800 | 10,800 |
Derivative liabilities | 3,227,382 | 1,309,190 |
Total Current Liabilities | 4,471,798 | 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 | 4,471,798 | 2,439,320 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Value | 0 | 0 |
Common stock, $0.001 par value, 3,000,000,000 and 600,000,000 shares authorized; 903,311,370 and 115,399,226 issued and 902,711,370 and 114,799,226 outstanding at December 31, 2018 and 2017, respectively | 902,711 | 114,800 |
Additional paid-in capital | 12,180,985 | 1,074,707 |
Accumulated deficit | (17,081,333) | (3,425,680) |
TOTAL STOCKHOLDERS' DEFICIT | (3,994,637) | (2,236,173) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 477,161 | 203,147 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Value | $ 3,000 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 7,000,000 | 10,000,000 |
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 | 600,000,000 |
Common Stock, Shares, Issued | 903,311,370 | 115,399,226 |
Common Stock, Shares, Outstanding | 902,711,370 | 114,799,226 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 3,000,000 | 0 |
Preferred Stock, Shares Issued | 3,000,000 | 0 |
Preferred Stock, Shares Outstanding | 3,000,000 | 0 |
Convertible Notes Payable [Member] | ||
Debt Instrument, Unamortized Discount, Current | $ 792,994 | $ 192,291 |
Debt Instrument, Unamortized Discount, Noncurrent | 0 | 54,085 |
Notes Payable, Other Payables [Member] | ||
Debt Instrument, Unamortized Discount, Current | $ 0 | $ 0 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 124,400 | $ 4,800 |
Cost of revenues | 70,375 | 8,000 |
Gross profit | 54,025 | (3,200) |
OPERATING EXPENSES | ||
Research and development | 96,621 | 260,085 |
General and administrative, including stock-based compensation of $1,877 and $144,160, respectively | 1,050,485 | 898,526 |
Amortization of patent costs | 21,144 | 15,995 |
TOTAL EXPENSES | 1,168,250 | 1,174,606 |
OPERATING LOSS | (1,114,225) | (1,177,806) |
OTHER INCOME/(EXPENSE) | ||
Interest expense | (1,361,427) | (377,587) |
Gain on extinguishment of convertible notes | 408,401 | 0 |
Change in fair value of derivatives liabilities | (11,588,402) | (1,103,715) |
Total other expense | (12,541,428) | (1,481,302) |
LOSS BEFORE TAXES | (13,655,653) | (2,659,108) |
Provision for income taxes | 0 | 0 |
NET LOSS | $ (13,655,653) | $ (2,659,108) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.03) | $ (0.03) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | 585,933,658 | 106,323,582 |
CONSOLIDATED STATEMENT OF OPE_2
CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation | $ 1,877 | $ 144,160 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (13,655,653) | $ (2,659,108) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Stock based compensation | 1,877 | 144,160 |
Amortization | 21,144 | 15,995 |
Amortization of debt discounts | 1,258,435 | 322,555 |
Increase in principal balance due to penalty provision | 12,500 | 25,000 |
Change in fair value of derivatives liabilities | 11,588,402 | 1,103,715 |
Gain on extinguishment of convertible notes payable | (408,401) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (4,799) | (4,801) |
Accounts payable | 94,760 | 171,181 |
Accrued expenses | 44,133 | 18,932 |
Management fee payable | (4,668) | (27,250) |
Net cash used in operating activities | (1,052,270) | (889,621) |
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 | 1,804,927 | 483,250 |
Proceeds from sale of common stock | 0 | 100,000 |
Related party advances | 0 | 8,200 |
Net cash provided from financing activities | 1,342,629 | 681,450 |
NET INCREASE (DECREASE) IN CASH | 290,359 | (208,171) |
BEGINNING CASH BALANCE | 13,697 | 221,868 |
ENDING CASH BALANCE | 304,056 | 13,697 |
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 | 11,496,312 | 314,066 |
Conversion of management fees into preferred stock | 150,000 | 0 |
Beneficial conversion feature | $ 114,000 | $ 0 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2016 | $ (157,791) | $ 0 | $ 105,014 | $ 503,767 | $ (766,572) |
Balance (In Shares) at Dec. 31, 2016 | 0 | 105,013,750 | |||
Common stock issued for cash | 100,000 | $ 0 | $ 1,000 | 99,000 | 0 |
Common stock issued for cash (In Shares) | 0 | 1,000,000 | |||
Common stock issued with convertible notes payable | 22,500 | $ 0 | $ 50 | 22,450 | 0 |
Common stock issued with convertible notes payable (In Shares) | 0 | 50,000 | |||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | 314,066 | $ 0 | $ 8,486 | 305,580 | 0 |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities (In Shares) | 0 | 8,485,476 | |||
Common stock issued for services | 112,500 | $ 0 | $ 250 | 112,250 | 0 |
Common stock issued for services (In Shares) | 0 | 250,000 | |||
Stock-based compensation | 31,660 | $ 0 | $ 0 | 31,660 | 0 |
Net loss | (2,659,108) | 0 | 0 | 0 | (2,659,108) |
Balance at Dec. 31, 2017 | (2,236,173) | $ 0 | $ 114,800 | 1,074,707 | (3,425,680) |
Balance (In Shares) at Dec. 31, 2017 | 0 | 114,799,226 | |||
Preferred stock issued for related party management fees | 150,000 | $ 3,000 | $ 0 | 147,000 | 0 |
Preferred stock issued for related party management fees (In Shares) | 3,000,000 | 0 | |||
Common stock issued for cashless warrant exercise | 0 | $ 0 | $ 327,969 | (327,969) | 0 |
Common stock issued for cashless warrant exercise (In Shares) | 0 | 327,969,516 | |||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | 1,004,683 | $ 0 | $ 459,942 | 544,741 | 0 |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities (In Shares) | 0 | 459,942,628 | |||
Relief of derivative liabilities | 10,740,629 | $ 0 | $ 0 | 10,740,629 | 0 |
Stock-based compensation | 1,877 | 0 | 0 | 1,877 | 0 |
Net loss | (13,655,653) | 0 | 0 | 0 | (13,655,653) |
Balance at Dec. 31, 2018 | $ (3,994,637) | $ 3,000 | $ 902,711 | $ 12,180,985 | $ (17,081,333) |
Balance (In Shares) at Dec. 31, 2018 | 3,000,000 | 902,711,370 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 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., formerly Jolley Marketing, Inc. (the “ Company ” or “ CMTH ”) was incorporated on December 3, 1998, in Nevada. On May 18, 2016, the Company consummated an Agreement and Plan of Merger to acquire all of the outstanding capital stock of Creative Medical Technologies, Inc. (“ CMT ”) in a transaction which was accounted for as a recapitalization, reverse merger, of the Company. CMT was incorporated in the State of Nevada on December 30, 2015 (“ Inception ”), and, subject to the reverse merger discussed above, elected December 31 as the Company’s year-end. The Company’s activities to date have consisted of developing a business plan, raising capital through the issuance of equity instruments and notes payable from related and third parties, and obtaining the rights via license agreements to certain medical technology. On September 14, 2016, CMT filed a certificate of organization for Amniostem LLC, a Nevada limited liability company and wholly owned subsidiary of CMT. Amniostem, LLC was formed to create and/or license intellectual property in the area of amniotic fluid derived stem cells for therapeutic applications. With this, management intends to address what it believes are unmet medical needs through development and commercialization of amniotic fluid stem cell-based technologies. Management intends to seek in licensing opportunities as well as create intellectual property in-house for this newly created entity. In May 2017, we formed StemSpine, LLC (“ StemSpine ”), in Nevada for the purpose of creating and/or licensing intellectual property in the area of utilizing stem cells to treat lower back pain. On June 19, 2018, we formed CaverStem International, LLC, in Nevada for the purpose of licensing the CaverStem procedure internationally. This entity is 60% owned by Creative Medical Technology Holdings, Inc. and 40% owned by Dr. Alex Gershman. It has not commenced any business activities. Risks and Uncertainties - The Company has a limited operating history and has only recently started to generate revenues from its planned principal operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on the Company’s financial condition and the results of its operations. The Company has only recently started to generate sales and we have limited marketing and/or distribution capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if it decides to market any of its current and future products and services with an internal sales organization. Developing a marketing and sales force is also time consuming and could delay launch of its future products and services. In addition, the Company will compete with many companies that currently have extensive and well-funded marketing and sales operations. The Company’s marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote to sales and marketing. The Company’s industry is characterized by rapid changes in technology and customer demands. As a result, the Company’s products and services may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance the Company’s current products and services on a timely and cost-effective basis. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company’s new products and services may not be favorably received. In addition, the Company may not have the capital resources to further the development of existing and/or new ones. Use of Estimates - The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. 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 consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“ U.S. GAAP ”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. Going Concern - The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S., which contemplate continuation of the Company as a going concern. However, during the fiscal year ended December 31, 2018, the Company incurred a net loss of $13,655,653 , had negative cash flows from operating activities of $1,052,270 , had negative working capital of $4,158,142 at December 31, 2018 and has only recently started to generate revenues. 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 common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Concentration Risks - The Federal Deposit Insurance Corporation insures cash deposits in most general bank accounts for up to $250,000 per institution. The Company maintains its cash balances at one financial institution. As of December 31, 2018, the Company’s balance exceeded the limit by $ 54,056 Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Fair Value of Financial Instrument - 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. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. 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 December 31, 2018, the Company has level 3 fair value calculations on derivative liabilities. 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 3,229,129 398,293 3,627,422 Conversion of note derivatives (4,887,925 ) (5,738,704 ) (10,626,629 ) Change in fair value 2,582,309 6,335,090 8,917,399 Derivative liability at December 31, 2018 $ 1,983,828 $ 1,243,554 $ 3,227,382 Impairment - The Company records impairment losses when indicators of impairment are present and undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Furthermore, the Company will make periodic assessments of technology and clinical testing to determine if it plans to continue to pursue the technology and if the license, patent or other rights have value. To date no impairment has been recorded. Revenue - The Company recognizes revenue as it is earned as defined by U.S. GAAP. From Inception to December 31, 2018, there was minimal revenue recognized. During 2019, the Company anticipates there will be revenue to report. We have adopted the new revenue recognition standards that went into effect on January 1, 2018. All revenues reported in 2018 and beyond will reflect those standards. Adoption of the standards has no effect on the Company’s revenues. Research and Development - Research and development will continue to be a major function of the Company. Research and development costs will be expensed as incurred. Expenses in the accompanying financial statements include certain costs which are directly associated with the Company’s research and development: 1. Erectile Dysfunction Technology based upon the use of stem cells. These costs, which consist primarily of monies paid for clinical trial expenses, materials and supplies and compensation costs amounted to $92,982 for the year ended December 31, 2018. There were $233,061 in research costs for the period ended December 31, 2017; 2. Amniotic Fluid-based Stem Cells. Pre-clinical research costs, which consist primarily of monies paid for laboratory space, materials and supplies amounted to $3,639 for the year ended December 31, 2018. There were $27,024 in research costs for the period ended December 31, 2017. Stock-Based Compensation – The Company accounts for its stock-based compensation in accordance with Accounting Standards Codification (“ ASC ”) 718, Compensation - Stock Compensation. The Company accounts for all stock-based compensation using a fair-value method on the grant date and recognizes the fair value of each award as an expense over the requisite vesting period. The Company follows ASC 505-50, Equity-Based Payments to Non-Employees, for stock options and warrants issued to consultants and other non-employees. In accordance with ASC 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument, which is revalued at each reporting period, is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. Income Taxes – The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and valuation allowances are provided when necessary to reduce net deferred tax assets to the amounts expected to be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company will recognize interest and penalties related to unrecognized tax benefits in the income tax provision in the accompanying statement of operations. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income taxes paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made. 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 loss periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. During the year ended December 31, 2018, the Company had 500,000 options and 142,075,119 warrants to purchase common stock outstanding; however, the effects were anti-dilutive due to the net loss. Recent Accounting Pronouncements – 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. |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Licensing Agreements Disclosure [Abstract] | |
Licensing Agreements Disclosure [Text Block] | NOTE 2 – LICENSING AGREEMENTS ED Patent – The Company acquired a patent from CMH, a related company on February 2, 2016, in exchange for 64,666,667 shares of CMTH restricted common stock valued at $100,000. CMH holds a significant amount of the Company’s common stock. The patent expires in 2025 and the Company has elected to amortize the patent over a ten-year period on a straight line basis. Amortization expense of $9,972 was recorded for the year ended December 31, 2018. As of December 31, 2018, the carrying value of the patent was $70,904 . The Company expects to amortize $9,972 annually through 2025 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 license was acquired for a cash payment of $5,000, issuance of 323,333 shares of restricted common stock of the Company (valued at $1,000, which is the par value of $0.01 per share), and an agreement to reimburse LABIOMED up to $1,800 for expenses incurred by LABIOMED in reviving and defending their patent. The Company has expensed the cash paid, the value of the stock issued, and the expected reimbursement of $1,800 for a total intangible royalty expense – license fees of $7,800. 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 three years after the date of the agreement, 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 December 31, 2018, $0 are currently due to LABIOMED. Multipotent Amniotic Fetal Stem Cells License Agreement - On August 25, 2016, CMT entered into a License Agreement dated August 25, 2016, 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. The license agreement also permits CMT to grant sublicenses. Under the terms of the license agreement, CMT is required to diligently develop, manufacture, and sell any products licensed under the agreement. 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 December 31, 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 $1,172 was recorded for the year ended December 31, 2018. As of December 31, 2018, the carrying value of the patent was $7,601 . 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 $10,000 was recorded for the year ended December 31, 2018. As of December 31, 2018, the carrying value of the patent was $85,000 . The company expect 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. As of December 31, 2018, future expected amortization of these assets is as follows: For the year ended December 31, 2019 21,144 2020 21,144 2021 21,144 2022 21,144 2023 21,144 Thereafter 57,785 Total $ 163,505 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 2017, amounts due to CMH under the arrangement were $198,082 . 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 Timothy Warbington, our CEO, Chairman, and principal shareholder, and Creative Medical Health, Inc., the parent of the Company, whereby Mr. Warbington cancelled $150,000 of debt owed by CMH to him in return for which he would receive 3,000,000 shares of Series A Preferred Stock which CMH agreed to receive in return for cancellation of $150,000 of debt owed by us to CMH for management reimbursement costs. 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. As of December 31, 2018, accrued, unpaid interest was $0 . As of December 31, 2017, accrued interest was $8,236 . On April 11, 2018 CMH converted $136,003 of principal and accrued interest into 9,855,290 common shares. As of December 31, 2018, the Company had fulfilled all the obligations of the notes. On August 12, 2016, CMH advanced the Company $2,000 for operations. The amount is due on demand and does not incur interest. On May 17, 2017, StemSpine, LLC (“ StemSpine ”), a newly formed Nevada limited liability company and wholly owned subsidiary of Creative Medical Technologies, Inc. (“ CMT ”), the wholly owned subsidiary of the Company, entered into a Patent Purchase Agreement dated May 17, 2017 (the “ Agreement ”), with Creative Medical Holdings, Inc. (“ CMH ”). Under the terms of the Agreement, StemSpine acquired U.S. Patent No. 9,598,673 covering use of various stem cells for treatment of lower back pain (the “ Patent ”). On or before June 29, 2017, StemSpine agreed to pay CMH $100,000 for the Patent. Under the terms of the Agreement, StemSpine also agreed for a period of five years from the date of the first sale of any product derived from the Patent to make royalty payments of 5% from gross sales of such 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 agreed to make progress payments under the 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 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 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, except for the initial payment of $100,000 on or before June 29, 2017, StemSpine has the option to make these payments in cash or in shares of the Company’s common stock at a 30% discount to the market price of the stock at the time of the transaction. The parties to the Agreement have agreed that in no event will the aggregate royalty payments under the Agreement exceed $2,500,000. On November 14, 2017, StemSpine, entered into an amendment to the Patent Purchase Agreement dated May 17, 2017 (the “ Amendment ”). The Amendment waives the nonpayment by StemSpine of the initial payment of $100,000 to CMH which was due and payable 30 business days following the date of the agreement. The Amendment further amends the payment terms of the initial payment to be made upon 30 days’ prior written demand of CMH and the payment of the progress payments to be made upon 30 days’ prior written demand of CMH, following achievement of the designated milestones. The initial payment, the progress payments, and the royalties are payable by StemSpine in cash or Company stock, at the option of CMH. Stock payments are to be made at a discount of 30% to the market price of the Company’s common stock, based on lowest closing price of the stock during the 20 trading days prior to the date of demand for payment. In the event the trading price is less than $0.01 per share for two or more consecutive trading days, the number of any shares issuable doubles. CMH has the right to terminate the agreement upon 10 days’ notice if StemSpine fails to make its required payments. See Note 2 for discussion of an additional related party transaction with CMH. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 4 – DEBT $100,000 Loan – Baldanegro – Loan 4 On April 13, 2017, the Company received a loan from an accredited investor in the face amount of $100,000, for which $90,000 in proceeds were received. The loan is evidenced by a promissory note dated April 13, 2017, which bears interest at 12% and which matures on October 13, 2018. In addition, at maturity the Company must pay 125% of principal and interest at maturity. The promissory note is secured by 400,000 shares of common stock held by the lender. On November 1, 2018 the note was amended to include a conversion feature. The convertible note is convertible upon the amendment date and convertible into shares of the Company’s stock at a conversion price equal to 80% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. We are negotiating with the investor to extend the maturity date of the note. The Company amortized the on-issuance discount of $35,000 to interest expense using the straight-line method over the original term of the loan. During the years ended December 31, 2018 and 2017 the Company amortized $0 and $35,000 to interest expense respectively. As of December 31, 2018, a discount of $0 remained. $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 years ended December 31, 2018 and 2017 the Company amortized $54,085 and $45,915 to interest expense respectively. As of December 31, 2018, a discount of $0 remained. During the years ended December 31, 2018 and 2017, the lender converted $54,200 of principal into 23,485,183 shares of common stock and $45,000 of principal into 5,357,142 shares of common stock respectively. On March 23, 2018, the Company paid the lender $1,000 to extinguish the remaining principal balance. As of December 31, 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 years ended December 31, 2018 and 2017, the Company amortized $4,600 and $110,400 to interest expense respectively. As of December 31, 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 years ended December 31, 2018 and 2017, the lender converted $134,812 of principal, interest and fees into 145,929,641 common shares and converted $13,110 of principal, interest and fees into 1,295,000 common shares respectively. As of December 31, 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 years ended December 31, 2018 and 2017 the Company amortized $17,863 and $37,137 to interest expense respectively. As of December 31, 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 years ended December 31, 2018 and 2017, the lender converted $ 47,613 of principal, interest and fees into 31,442,665 common shares and $6,000 of principal, interest and fees into 666,667 common shares respectively. As of December 31, 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 June 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 is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to or greater than $0.25 or a conversion price equal to 60% of the average closing trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date. The Company has pledged 200,000 shares of common stock as security on the note. The Company recorded a discount of $40,681 due to the recording of a derivative liability as discussed in Note 5. The Company amortized the total discount of $40,681 to interest expense using the straight-line method over the term of the loan. During the years ended December 31, 2018 and 2017, the Company amortized $0 and $40,681 to interest expense respectively. As of December 31, 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 exercise the Stock Power granted and have the stock certificate representing the pledged stock transferred into the holder or its broker’s name. 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. 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 trading 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 ten times the number of common shares the convertible note is convertible into. In conjunction with the issuance of the note, the Company issued 166,667 five-year warrants to purchase common stock at $0.30 per share to the note issuer. The Company is amortizing the on-issuance discount of $5,000 and legal processing fees of $2,000 and the remaining discount of $43,000 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $50,000 to interest expense using the straight-line method over the term of the loan. During the years ended December 31, 2018 and 2017 the Company amortized $27,397 and $22,603 respectively to interest expense. As of December 31, 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 December 31, 2018, there were 333,470,447 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 default interest rate would increase to the lesser of 12% or the maximum amount allowable under the applicable law. The Company has the option to redeem the convertible notes within 60 days from the date of issuance at 120% of the principal and interest; between 61 and to 120 days from the date of issuance at 135% of the principal and interest; between 61 days and 90 days from the date of issuance at 125% of the principal and interest; between 121 days and to 180 days from the date of issuance at 150% of the principal and interest; and after 180 days the right of prepayment expires. During the year ended December 31, 2018, the lender converted $52,247 of principal, interest and fees into 56,453,381 common shares. As of December 31, 2018, the Company had fulfilled all the obligations of the note. $55,000 Convertible Note – Fourth Man – Note 10 On August 31, 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 September 1, 2017. Under the terms of the agreement, the convertible note incurs interest at 22% per annum and has a maturity date of August 31, 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 lowest trading 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 $5,000 and legal processing fees of $2,500 and the remaining discount of $47,500 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $55,000 to interest expense using the straight-line method over the term of the loan. During the years ended December 31, 2018 and 2017 the Company amortized $36,617 and $18,384 to interest expense respectively. As of December 31, 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 December 31, 2017, there were 26,250,105 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 decrease the conversion price equal to 45% of the lowest trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date. In addition, the default interest rate would increase to 22%. 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 days and 90 days from the date of issuance at 125% of the principal and interest; between 91days and to 120 days from the date of issuance at 130% of the principal and interest; between 121 days and to 180 days from the date of issuance at 135% of the principal and interest; and after 180 days the right of prepayment expires. During the year ended December 31, 2018, the lender converted $58,622 of principal, interest and fees into 40,198,612 common shares. As of December 31, 2018, the Company had fulfilled all the obligations of the note. $30,250 Convertible Note – Morningview – Note 11 On October 23, 2017, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $30,250, for which $25,000 in proceeds were received on October 30, 2017. Under the terms of the agreement, the convertible note incurs interest at 10% per annum and has a maturity date of October 23, 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 lowest trading 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 the on-issuance discount of $2,750 and legal processing fees of $2,500 and the remaining discount of $25,000 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $30,250 to interest expense using the straight-line method over the term of the loan. During the year ended December 31, 2018 and 2017 the Company amortized $24,532 and $5,718 to interest expense respectively. As of December 31, 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 December 31, 2018, there were 3,107,186 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 150% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. 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. During the years ended December 31, 2018 and 2017, the lender converted $32,258 of principal, interest and fees into 11,200,820 common shares and $7,000 of principal, interest and fees into 1,166,667 common shares respectively. As of December 31, 2018, the Company had fulfilled all the obligations of the note. $58,000 Convertible Note – Power Up – Note 12 On November 27, 2017, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $58,000, for which $55,000 in proceeds were received on December 1, 2017. Under the terms of the agreement, the convertible note incurs interest at 12% per annum and has a maturity date of November 27, 2018. 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 six 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 $55,000 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $58,000 to interest expense using the straight-line method over the term of the loan. During the years ended December 31, 2018 and 2017 the Company amortized $52,597 and $5,403 to interest expense respectively. As of December 31, 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 December 31, 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 150% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. 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 days and 90 days from the date of issuance at 125% of the principal and interest; between 91days and to 120 days from the date of issuance at 130% of the principal and interest; between 121 days and to 150 days from the date of issuance at 135%, between 121 days 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. On April 26, 2018 the Company retired the note with a payment of $82,084 to the note holder. A derivative liability gain of $300,904 and a premium loss of $21,109 were recorded to reflect the retirement of the loan. $30,000 Convertible Note – Power Up – Note 13 On December 18, 2017, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $30,000, for which $27,000 in proceeds were received on December 18, 2017. Under the terms of the agreement, the convertible note incurs interest at 12% per annum and has a maturity date of December 18, 2018. 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 six 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 $27,000 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $30,000 to interest expense using the straight-line method over the term of the loan. During the years ended December 31, 2018 and 2017 the Company amortized $28,685 and $1,315 to interest expense respectively. As of December 31, 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 December 31, 2017, 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 150% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. 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 days and 90 days from the date of issuance at 125% of the principal and interest; between 91days and to 120 days from the date of issuance at 130% of the principal and interest; between 121 days and to 150 days from the date of issuance at 135%, between 121 days 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. On May 3, 2018 the Company retired the note with a payment of $42,311 to the note holder. A derivative liability gain of $131,488 and a premium loss of $10,940 were recorded to reflect the retirement 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 December 31, 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 year ended December 31, 2018, the lender converted $32,744 of principal, interest and fees into 5,350,345 common shares. As of December 31, 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 year ended December 31, 2018 the Company amortized $40,324 to interest expense. 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 December 31, 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 year ended December 31, 2018, the lender converted $44,000 of principal, interest and fees into 27,518,485 common shares. As of December 31, 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 notes 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 year-ended December 31, 2018. As of December 31, 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. As of December 31, 2018, there were 48,348,982 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 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 year ended December 31, 2018, the lender converted $12,925 of principal, interest and fees into 2,111,873 common shares. As of December 31, 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 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2018, the Company recorded initial derivative liabilities of $4,186,812 based upon the following Black-Scholes option pricing model average assumptions: an exercise price of $0.0009 to $0.0880 our stock price on the date of grant of $0.0029 to $0.0270 , expected dividend yield of 0% , expected volatility of 86.44% to 195.00% , risk free interest rate of 2.03% to 2.94% 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 December 31, 2018, the derivative liabilities were revalued at $3,227,382 resulting in a loss of $3,627,422 related to the change in fair market value of the derivative liabilities. 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 $0.0099 , expected dividend yield of 0%, expected volatility of 88.48% to 90.50% , risk-free interest rate of 2.45% to 2.63% , and expected terms ranging from 0.50 to 4.88 years. Future Potential Dilution Most of the Company’s convertible notes payable contain adjustable conversion terms with significant discounts to market. As of December 31, 2018, the Company’s convertible notes payable are potentially convertible into an aggregate of approximately 197.8 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. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | NOTE 6 – STOCK-BASED COMPENSATION The Company has reserved 2,000,000 shares under its 2016 Stock Incentive Plan (the “ Plan ”). The Plan was adopted by the board of directors on May 18, 2016, as a vehicle for the recruitment and retention of qualified employees and consultants. The Plan is administered by the Board of Directors. The Company may issue, to eligible employees or contractors, restricted common stock, options, stock appreciation rights and restricted stock units. The terms and conditions of awards under the Plan will be determined by the Board of Directors. In July and September 2016, the Company granted 10-year options to two parties for accepting appointment to the Company’s scientific advisory board. Each award consisted of options to purchase up to 250,000 shares at $0.175 per share. The options vest at a rate of 50,000 on each anniversary date of the respective grants. The options are accounted for as non-employee stock options and thus revalued for reporting purposes at the end of each quarter. During 2018 the fair market value of the options was insignificant to the financial statements. The fair value of each option award is estimated using the Black-Scholes valuation model. Assumptions used in calculating the fair value during the year ended December 31, 2017 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 6.05-6.24 Risk-free interest rate 2.01 % Expected volatility 82.97 % Common stock price $ 0.0135 Since the expected life of the options was greater than the Company’s historical stock information available, the Company determined the expected volatility based on price fluctuations of comparable public companies. Stock based compensation for the year ended December 31, 2017 was $1,877 , and included with general and administrative expenses. As of December 31, 2018, future estimated stock-based compensation expected to be recorded was estimated to be $0. Option activity for the year ended December 31, 2018 consists of the following: Stock Options Weighted Weighted Outstanding, December 31, 2016 500,000 $ 0.18 9.65 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2017 500,000 $ 0.18 8.65 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2018 500,000 $ 0.18 7.65 Vested, December 31, 2018 200,000 $ 0.18 7.65 There were no options issued during the year ended December 31, 2018. See Note 2 for discussion related to the issuance of common stock in connection with licensing agreements. See Note 4 and 5 for discussion regarding warrants issued with a convertible note payable. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 7 – STOCKHOLDERS’ DEFICIT In March 2017, the Company sold 1,000,000 shares to an accredited investor resulting in proceeds of $100,000 and the issuance of a 2.35 year warrant to purchase 100,000 shares of common stock at $0.10 per share. The fair value of the warrants of $5,546 was estimated using the Black-Scholes valuation model. The warrants were classified as equity as they were issued in connection with a capital raise. On May 8, 2017, the Company entered into a convertible loan agreement with a third party that included 200,000 5-year warrants to purchase a share of common stock at $0.25 per share. On the date of issuance, the Company accounted for the conversion feature on the warrants as derivative liabilities, see Note 5. Derivative accounting applies as the number of warrants and the conversion price are variable and do not have a floor as to the number of common shares in which could be converted. For the year ended December 31, 2017 the initial issuance of 200,000 warrants was increased to 11,956,522 to reflect the terms of the warrant agreement. On July 19 2017, the Company entered into a convertible loan agreement with a third party that included 166,667 5-year warrants to purchase a share of common stock at $0.30 per share. On the date of issuance, the Company accounted for the conversion feature on the warrants as a derivative liabilities, see Note 5. Derivative accounting applies as the number of warrants and the conversion price are variable and do not have a floor as to the number of common shares in which could be converted. For the year ended December 31, 2017 the initial issuance of 166,667 warrants was increased to 10,869,565 to reflect the terms of the warrant agreement. Assumptions used in calculating the fair value of the warrants issued in 2017 were as follows: Range of Inputs Used Annual dividend yield $ - Expected life (years) 2.36 5.00 Risk-free interest rate 0.86 2.01 % Expected volatility 78.71 98.38 % Common stock price $ .0135 0.1000 On March 9, 2018, the Company entered into a convertible loan agreement with a third party that included 2,750,000 5-year warrants to purchase a share of common stock at $0.01 per share. On the date of issuance, the Company accounted for the conversion feature on the warrants as derivative liabilities, see Note 5. Derivative accounting applies as the number of warrants and the conversion price are variable and do not have a floor as to the number of common shares in which could be converted. For the year ended December 31, 2018 the initial issuance of 2,750,000 warrants was increased to 32,738,095 to reflect the terms of the warrant agreement. For the year ended December 31, 2018 32,738,095 warrants were converted into 25,688,000 common shares through cashless conversions. As of December 31, 2018, 0 warrants remained. On March 9, 2018, the Company entered into a convertible loan agreement with a third party that included 30,000,000 5 $0.0026 per share. On the date of issuance, the Company accounted for the conversion feature on the warrants as derivative liabilities, see Note 5. Derivative accounting applies as the number of warrants and the conversion price are variable and do not have a floor as to the number of common shares in which could be converted. For the year ended December 31, 2018 the initial issuance of 30,000,000 warrants was increased to 92,857,142 to reflect the terms of the warrant agreement. For the year ended December 31, 2018 92,857,142 warrants were converted into common shares through cashless conversions. As of December 31, 2018, 0 warrants remained. On April 3, 2018, the Company entered into a convertible loan agreement with a third party that included 11,000,000 5-year warrants to purchase a share of common stock at $0.01 per share. On the date of issuance, the Company accounted for the conversion feature on the warrants as derivative liabilities, see Note 5. Derivative accounting applies as the number of warrants and the conversion price are variable and do not have a floor as to the number of common shares in which could be converted. For the year ended December 31, 2018 the initial issuance of 11,000,000 warrants was increased 94,889,717 to reflect the terms of the warrant agreement. For the year ended December 31, 2018 69,010,704 warrants were converted into common shares through cashless conversions. As of December 31, 2018, 25,879,013 warrants remained. On April 11, 2018, the Company entered into a convertible loan agreement with a third party that included 11,000,000 5-year warrants to purchase a share of common stock at $0.01 per share. On the date of issuance, the Company accounted for the conversion feature on the warrants as derivative liabilities, see Note 5. Derivative accounting applies as the number of warrants and the conversion price are variable and do not have a floor as to the number of common shares in which could be converted. For the year ended December 31, 2018 the initial issuance of 11,000,000 warrants was increased 94,037,964 to reflect the terms of the warrant agreement. For the year ended December 31, 2018 20,000,000 warrants were converted into common shares through cashless conversions. As of December 31, 2018, 74,037,964 warrants remained. On May 14, 2018, the Company entered into a convertible loan agreement with a third party that included 3,600,000 5 $ 0.0026 3,600,000 67,828,571 58,200,000 13,228,571 On September 13, 2018, the Company entered into a convertible loan agreement with three accredited third party investors that included 3,742,854 5-year warrants to purchase a share of common stock at $0.0880 per share. On the date of issuance, the Company accounted for the conversion feature on the warrants as derivative liabilities, see Note 5. Derivative accounting applies as the number of warrants and the conversion price are variable and do not have a floor as to the number of common shares in which could be converted. On November 15, 2018, the Company entered into a convertible loan agreement with three accredited third party investors that included 5,955,882 5-year warrants to purchase a share of common stock at $0.0272 per share. On the date of issuance, the Company accounted for the conversion feature on the warrants as derivative liabilities, see Note 5. Derivative accounting applies as the number of warrants and the conversion price are variable and do not have a floor as to the number of common shares in which could be converted. Assumptions used in calculating the fair value of the warrants issued in 2018 were as follows: Range of Inputs Used Annual dividend yield $ - Expected life (years) 5.00 Risk-free interest rate 2.03 2.94 % Expected volatility 89.93 195.00 % Common stock price $ 0.0029 0.0270 Warrant activity for the year ended December 31, 2018 consists of the following: Warrants Weighted Weighted Outstanding, December 31, 2016 500,000 $ 0.1000 2.82 Issued 22,926,087 0.0046 4.43 Exercised - - - Expired - - - Outstanding, December 31, 2017 23,426,087 $ 0.0070 4.40 Issued 68,048,736 0.0120 Exercises (336,509,121 ) 0.0011 Anti-Dilution Modifications 402,310,417 0.0011 - Forfeiture/Cancellations (15,200,000 ) - - Outstanding, December 31, 2018 142,075,119 $ 0.0047 4.22 Vested, December 31, 2018 142,075,119 $ 0.0047 4.22 See Note 2 for discussion related to the issuance of common stock in connection with licensing agreements. See Note 3 for discussion related to the issuance of common stock to a related party for cash. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 8 – INCOME TAXES The provision for income tax expense consists of the following at December 31, 2018 and 2017: 2018 2017 Income tax provision attributable to: Federal $ 248,516 $ (691,368 ) State and local (234,666 ) (212,729 ) Valuation allowance (13,850 ) 904,097 Net provision for income tax $ - $ - Deferred tax assets consists of the following at December 31, 2018 and 2017: 2018 2017 Deferred tax asset attributable to: Net operating loss carryover $ 1,052,992 $ 950,361 Accrued management fees, related party 26,319 142,800 Valuation allowance (1,079,311 ) (1,093,161 ) Net deferred tax asset $ - $ - The primary difference between the statutory federal rate and the Company’s effective tax rate for the year ended December 31, 2017 was due to the 100% valuation allowance. The following is a reconciliation of the statutory federal rate and the Company’s effective tax rate for the year ended December 31, 2018: 2018 Tax at federal statutory rate $ 34.0 % State, net of federal benefit 1.7 % Change in temporary differences $ (3.1 )% Permanent differences (28.9 )% Valuation allowance (3.7 )% Provision for taxes $ - As of December 31, 2018, the Company had federal and state gross net operating loss carryforwards of approximately $3.9 million. The federal and state net operating losses and tax credits expire in years beginning in 2036. Under Section 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. To date, the Company hasn’t experienced “ownership changes” under section 382 of the Code and comparable state tax laws. As of December 31, 2018, the Company estimates that none of the federal and state net operating losses will be limited under Section 382 of the Code. As of December 31, 2018 and 2017, the Company maintained a full valuation allowance on its net deferred tax assets. The valuation allowance was determined in accordance with the provisions of ASC 740, Accounting for Income Taxes, which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. The Company’s history of cumulative losses, along with expected future U.S. losses required that a full valuation allowance be recorded against all net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance. The applicable federal and state rates used in calculating the deferred tax provision was 21% and 8.84%, respectively. The Tax Cuts and Jobs Act reduced the federal corporate tax rate used in calculating the deferred income tax liability from 35% to 21%, as a result the Company has deferred income tax liabilities for this reduction. This resulted in a one-time reduction of $522,875 to the income tax provision for the year ended December 31, 2018. The Company files income tax returns in the U.S. and Arizona. All years presented remain subject to examination for U.S. federal and state purposes. The Company is not currently under examination in federal or state jurisdictions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 9 – SUBSEQUENT EVENTS Warrant Exchange On February 28, 2019, the Company” entered into three separate Exchange Agreements (each, an “Exchange Agreement”) with the holders (the “Warrant Holders”) of Common Stock Purchase Warrants issued by the Company in September 2018 and November 2018. Under each Exchange Agreement, the Company issued a convertible promissory note in the principal amount of $100,000 (an “Exchange Note”) to the Warrant Holder party to such Exchange Agreement in exchange for the cancellation of Common Stock Purchase Warrants held by such Warrant Holder, initially exercisable for an aggregate of 3,232,912 shares of the Company’s common stock. The exchanges were effected pursuant to Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder. Each Exchange Note matures on February 28, 2020, bears interest at a rate of 8% per annum, and beginning 31 days after the closing date, is convertible into shares of the Company’s common stock at a conversion price equal to 65% of the Market Price of the common stock. “Market Price” as defined in each Exchange Note means the average of the two lowest “VWAPs” (as defined) of the Company’s common stock during the 15 trading days preceding the applicable conversion date. Note and Warrant Purchase On March 1, 2019, the Company completed the sale of Convertible Notes (“Notes”) and Common Stock Purchase Warrants (“Warrants”) to four institutional investors (the “Investors”) pursuant to a Securities Purchase Agreement between the Company and the Investors (the “Purchase Agreement”) dated as of February 19, 2019. The transaction was effected pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder. Pursuant to the Purchase Agreement, for a purchase price of $100,000.00, each Investor purchased a Note in the principal amount of $110,000.00 and a Warrant to purchase 1,334,951 shares of common stock. Each Note matures on March 1, 2020, bears interest at a rate of 8% per annum, and beginning 31 days after the closing date, is convertible into shares of the Company’s common stock at a conversion price equal to 65% of the Market Price of the common stock. “Market Price” as defined in each Exchange Note means the average of the two lowest “VWAPs” (as defined) of the Company’s common stock during the 15 trading days preceding the applicable conversion date. In addition, the Notes are subject to covenants, events of defaults and other terms and conditions customary in transactions of this nature. Each Warrant is exercisable for a five-year period at an initial exercise price of $0.0206 per share, subject to anti-dilution adjustment in the event of stock dividends, stock splits and other specified events. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Risks and Uncertainties [Policy Text Block] | Risks and Uncertainties - The Company has a limited operating history and has only recently started to generate revenues from its planned principal operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on the Company’s financial condition and the results of its operations. The Company has only recently started to generate sales and we have limited marketing and/or distribution capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if it decides to market any of its current and future products and services with an internal sales organization. Developing a marketing and sales force is also time consuming and could delay launch of its future products and services. In addition, the Company will compete with many companies that currently have extensive and well-funded marketing and sales operations. The Company’s marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote to sales and marketing. The Company’s industry is characterized by rapid changes in technology and customer demands. As a result, the Company’s products and services may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance the Company’s current products and services on a timely and cost-effective basis. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company’s new products and services may not be favorably received. In addition, the Company may not have the capital resources to further the development of existing and/or new ones. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates - The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. 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 consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“ U.S. GAAP ”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. |
Liquidity Policy [Policy Text Block] | Going Concern - The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S., which contemplate continuation of the Company as a going concern. However, during the fiscal year ended December 31, 2018, the Company incurred a net loss of $13,655,653 , had negative cash flows from operating activities of $1,052,270 , had negative working capital of $4,158,142 at December 31, 2018 and has only recently started to generate revenues. 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 common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration Risks - The Federal Deposit Insurance Corporation insures cash deposits in most general bank accounts for up to $250,000 per institution. The Company maintains its cash balances at one financial institution. As of December 31, 2018, the Company’s balance exceeded the limit by $ 54,056 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instrument - 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. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. 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 December 31, 2018, the Company has level 3 fair value calculations on derivative liabilities. 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 3,229,129 398,293 3,627,422 Conversion of note derivatives (4,887,925 ) (5,738,704 ) (10,626,629 ) Change in fair value 2,582,309 6,335,090 8,917,399 Derivative liability at December 31, 2018 $ 1,983,828 $ 1,243,554 $ 3,227,382 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment - The Company records impairment losses when indicators of impairment are present and undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Furthermore, the Company will make periodic assessments of technology and clinical testing to determine if it plans to continue to pursue the technology and if the license, patent or other rights have value. To date no impairment has been recorded. |
Revenue Recognition, Policy [Policy Text Block] | Revenue - The Company recognizes revenue as it is earned as defined by U.S. GAAP. From Inception to December 31, 2018, there was minimal revenue recognized. During 2019, the Company anticipates there will be revenue to report. We have adopted the new revenue recognition standards that went into effect on January 1, 2018. All revenues reported in 2018 and beyond will reflect those standards. Adoption of the standards has no effect on the Company’s revenues. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development - Research and development will continue to be a major function of the Company. Research and development costs will be expensed as incurred. Expenses in the accompanying financial statements include certain costs which are directly associated with the Company’s research and development: 1. Erectile Dysfunction Technology based upon the use of stem cells. These costs, which consist primarily of monies paid for clinical trial expenses, materials and supplies and compensation costs amounted to $92,982 for the year ended December 31, 2018. There were $233,061 in research costs for the period ended December 31, 2017; 2. Amniotic Fluid-based Stem Cells. Pre-clinical research costs, which consist primarily of monies paid for laboratory space, materials and supplies amounted to $3,639 for the year ended December 31, 2018. There were $27,024 in research costs for the period ended December 31, 2017. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation – The Company accounts for its stock-based compensation in accordance with Accounting Standards Codification (“ ASC ”) 718, Compensation - Stock Compensation. The Company accounts for all stock-based compensation using a fair-value method on the grant date and recognizes the fair value of each award as an expense over the requisite vesting period. The Company follows ASC 505-50, Equity-Based Payments to Non-Employees, for stock options and warrants issued to consultants and other non-employees. In accordance with ASC 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument, which is revalued at each reporting period, is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
Income Tax, Policy [Policy Text Block] | Income Taxes – The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and valuation allowances are provided when necessary to reduce net deferred tax assets to the amounts expected to be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company will recognize interest and penalties related to unrecognized tax benefits in the income tax provision in the accompanying statement of operations. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income taxes paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made. |
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 loss periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. During the year ended December 31, 2018, the Company had 500,000 options and 142,075,119 warrants to purchase common stock outstanding; however, the effects were anti-dilutive due to the net loss. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements – 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. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 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 3,229,129 398,293 3,627,422 Conversion of note derivatives (4,887,925 ) (5,738,704 ) (10,626,629 ) Change in fair value 2,582,309 6,335,090 8,917,399 Derivative liability at December 31, 2018 $ 1,983,828 $ 1,243,554 $ 3,227,382 |
LICENSING AGREEMENTS (Tables)
LICENSING AGREEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Licensing Agreements Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2018, future expected amortization of these assets is as follows: For the year ended December 31, 2019 21,144 2020 21,144 2021 21,144 2022 21,144 2023 21,144 Thereafter 57,785 Total $ 163,505 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | As of December 31, 2018, future loan maturities are as follows: For the year ended December 31, 2019 1,475,650 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each option award is estimated using the Black-Scholes valuation model. Assumptions used in calculating the fair value during the year ended December 31, 2017 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 6.05-6.24 Risk-free interest rate 2.01 % Expected volatility 82.97 % Common stock price $ 0.0135 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Option activity for the year ended December 31, 2018 consists of the following: Stock Options Weighted Weighted Outstanding, December 31, 2016 500,000 $ 0.18 9.65 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2017 500,000 $ 0.18 8.65 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2018 500,000 $ 0.18 7.65 Vested, December 31, 2018 200,000 $ 0.18 7.65 |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Assumptions used in calculating the fair value of the warrants issued in 2017 were as follows: Range of Inputs Used Annual dividend yield $ - Expected life (years) 2.36 5.00 Risk-free interest rate 0.86 2.01 % Expected volatility 78.71 98.38 % Common stock price $ .0135 0.1000 Assumptions used in calculating the fair value of the warrants issued in 2018 were as follows: Range of Inputs Used Annual dividend yield $ - Expected life (years) 5.00 Risk-free interest rate 2.03 2.94 % Expected volatility 89.93 195.00 % Common stock price $ 0.0029 0.0270 |
Share-based Compensation, Activity [Table Text Block] | Warrant activity for the year ended December 31, 2018 consists of the following: Warrants Weighted Weighted Outstanding, December 31, 2016 500,000 $ 0.1000 2.82 Issued 22,926,087 0.0046 4.43 Exercised - - - Expired - - - Outstanding, December 31, 2017 23,426,087 $ 0.0070 4.40 Issued 68,048,736 0.0120 Exercises (336,509,121 ) 0.0011 Anti-Dilution Modifications 402,310,417 0.0011 - Forfeiture/Cancellations (15,200,000 ) - - Outstanding, December 31, 2018 142,075,119 $ 0.0047 4.22 Vested, December 31, 2018 142,075,119 $ 0.0047 4.22 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision for income tax expense consists of the following at December 31, 2018 and 2017: 2018 2017 Income tax provision attributable to: Federal $ 248,516 $ (691,368 ) State and local (234,666 ) (212,729 ) Valuation allowance (13,850 ) 904,097 Net provision for income tax $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets consists of the following at December 31, 2018 and 2017: 2018 2017 Deferred tax asset attributable to: Net operating loss carryover $ 1,052,992 $ 950,361 Accrued management fees, related party 26,319 142,800 Valuation allowance (1,079,311 ) (1,093,161 ) Net deferred tax asset $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the statutory federal rate and the Company’s effective tax rate for the year ended December 31, 2018: 2018 Tax at federal statutory rate $ 34.0 % State, net of federal benefit 1.7 % Change in temporary differences $ (3.1 )% Permanent differences (28.9 )% Valuation allowance (3.7 )% Provision for taxes $ - |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Derivative liability | $ 1,309,190 |
Addition of new conversion option derivatives | 3,627,422 |
Conversion of note derivatives | (10,626,629) |
Change in fair value | 8,917,399 |
Derivative liability | 3,227,382 |
Warrants [Member] | |
Derivative liability | 248,875 |
Addition of new conversion option derivatives | 398,293 |
Conversion of note derivatives | (5,738,704) |
Change in fair value | 6,335,090 |
Derivative liability | 1,243,554 |
Notes [Member] | |
Derivative liability | 1,060,315 |
Addition of new conversion option derivatives | 3,229,129 |
Conversion of note derivatives | (4,887,925) |
Change in fair value | 2,582,309 |
Derivative liability | $ 1,983,828 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Jun. 19, 2018 | |
Net loss | $ (13,655,653) | $ (2,659,108) | |
Working Capital Deficit | 4,158,142 | ||
Cash, FDIC Insured Amount | 250,000 | ||
Research and Development Expense | 96,621 | 260,085 | |
Net Cash Provided by (Used in) Operating Activities | (1,052,270) | (889,621) | |
Cash, Uninsured Amount | $ 54,056 | ||
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 142,075,119 | ||
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 500,000 | ||
Creative Medical Technology Holdings, Inc. [Member] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 60.00% | ||
Erectile Dysfunction Technology [Member] | |||
Research and Development Expense | $ 92,982 | 233,061 | |
LABIOMED [Member] | |||
Research and Development Expense | $ 3,639 | $ 27,024 | |
Dr Alex Gershman [Member] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 40.00% |
LICENSING AGREEMENTS (Details)
LICENSING AGREEMENTS (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
For the year ending December 31, | ||
2019 | $ 21,144 | |
2020 | 21,144 | |
2021 | 21,144 | |
2022 | 21,144 | |
2023 | 21,144 | |
Thereafter | 57,785 | |
Total | $ 163,505 | $ 184,649 |
LICENSING AGREEMENTS (Details T
LICENSING AGREEMENTS (Details Textual) - USD ($) | Nov. 14, 2017 | May 17, 2017 | Feb. 02, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 |
Stock Issued During Period, Shares, Purchase of Assets | 64,666,667 | |||||
Stock Issued During Period, Value, Purchase of Assets | $ 100,000 | |||||
Amortization of Intangible Assets | $ 21,144 | $ 15,995 | ||||
Payments to Acquire Intangible Assets | 5,000 | |||||
Shares Issued, Price Per Share | $ 0.10 | |||||
Finite-Lived Intangible Assets, Net | 163,505 | 184,649 | ||||
Long-term Purchase Commitment, Amount | $ 100,000 | |||||
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 | 70,904 | |||||
Finite Lived Intangible Assets, Expected Annual Amortization | 9,972 | |||||
Licensing Agreements [Member] | ||||||
Reimbursement of License fees | $ 1,800 | |||||
Shares Issued, Price Per Share | $ 0.01 | |||||
Royalty Expense | $ 7,800 | |||||
Royalty Payment Percentage | 6.00% | |||||
Non-Royalty Sublease Income Percentage | 25.00% | |||||
Payments for Royalties | $ 20,000 | $ 50,000 | ||||
Finite-Lived Intangible Assets, Net | 7,601 | |||||
Finite Lived Intangible Assets, Expected Annual Amortization | $ 1,172 | |||||
Licensing Agreements [Member] | Restricted Stock [Member] | ||||||
Stock Issued During Period, Shares, Purchase of Assets | 323,333 | |||||
Stock Issued During Period, Value, Purchase of Assets | $ 1,000 | |||||
Multipotent Amniotic Fetal Stem Cells License Agreement [Member] | Patents [Member] | ||||||
Finite-Lived Intangible Asset, Expiration Period | 2026 | |||||
Amortization of Intangible Assets | $ 1,172 | |||||
Creative Medical Health, Inc [Member] | Patents [Member] | ||||||
Stock Issued During Period, Value, Purchase of Assets | $ 100,000 | |||||
Finite-Lived Intangible Asset, Expiration Period | 2025 | |||||
Amortization of Intangible Assets | $ 9,972 | |||||
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 | 2027 | |||||
Amortization of Intangible Assets | $ 10,000 | |||||
Payments to Acquire Intangible Assets | $ 100,000 | |||||
Finite-Lived Intangible Assets, Net | 85,000 | |||||
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 | Nov. 14, 2017 | May 04, 2017 | Apr. 12, 2016 | Aug. 31, 2018 | Nov. 17, 2017 | Jul. 31, 2017 | May 17, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 29, 2017 |
Related Party Transaction [Line Items] | |||||||||||||
Management Fee Payable | $ 198,082 | $ 352,750 | |||||||||||
Proceeds from Related Party Debt | $ 2,000 | 0 | 8,200 | ||||||||||
Patents payable | $ 100,000 | ||||||||||||
Management Reimbursement Agreement,Description | 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. | ||||||||||||
Long-term Purchase Commitment, Amount | $ 100,000 | ||||||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 100,000 | ||||||||||||
Common Stock, Discount on Shares Percentage | 30.00% | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 44,000 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,280,000 | 197,800,000 | |||||||||||
Series A Preferred Stock [Member] | Timothy Warbington [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,000,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Long-term Purchase Commitment, Amount | 2,500,000 | ||||||||||||
Creative Medical Health [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Reimbursement of Management Fees | $ 35,000 | $ 35,000 | |||||||||||
Interest Payable, Current | 0 | $ 8,236 | |||||||||||
Common Stock, Discount on Shares Percentage | 30.00% | ||||||||||||
Minimum Amount To Be Raised Through Equity Issuance | $ 1,000,000 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 136,003 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 9,855,290 | ||||||||||||
Creative Medical Health [Member] | Series A Preferred Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 150,000 | ||||||||||||
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 | Feb. 2, 2016 | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000 | $ 50,000 | |||||||||||
Line of Credit Facility, Expiration Date | 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 | ||||||||||||
Creative Medical Technologies, Inc [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock Issued During Period, Value, Purchase of Assets | 100,000 | ||||||||||||
Completion Of Clinical Trial [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Long-term Purchase Commitment, Amount | 200,000 | ||||||||||||
Closing Of First Patient In Phase 1-2 Clinical Trial [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Long-term Purchase Commitment, Amount | 200,000 | ||||||||||||
Closing Of First Patient In Phase 3 Clinical Trial [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Long-term Purchase Commitment, Amount | $ 400,000 |
DEBT (Details)
DEBT (Details) | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 1,475,650 |
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. 13, 2018 | Mar. 09, 2018 | Jan. 09, 2018 | Apr. 13, 2017 | Apr. 10, 2017 | Nov. 15, 2018 | Sep. 20, 2018 | Aug. 31, 2018 | Jul. 16, 2018 | Jun. 27, 2018 | May 17, 2018 | May 03, 2018 | Apr. 26, 2018 | Apr. 25, 2018 | Mar. 23, 2018 | Feb. 15, 2018 | Jan. 23, 2018 | Jan. 22, 2018 | Jan. 17, 2018 | Dec. 18, 2017 | Nov. 27, 2017 | Oct. 23, 2017 | Aug. 31, 2017 | Jul. 25, 2017 | Jul. 19, 2017 | Jul. 19, 2017 | Jun. 26, 2017 | May 02, 2017 | Apr. 24, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 |
Debt Instrument, Unamortized Discount | $ 30,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 44,000 | 30,000 | $ 58,000 | |||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 12,500,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 10,000 | $ 25,000 | $ 1,258,435 | $ 322,555 | ||||||||||||||||||||||||||||||||||
Long-term Debt, Gross | $ 27,000 | $ 47,500 | ||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 1,804,927 | 483,250 | ||||||||||||||||||||||||||||||||||||
Legal Fees | 2,000 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 132,000 | $ 1,315 | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 0.30 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,280,000 | 197,800,000 | ||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 115.00% | 150.00% | 150.00% | |||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 44,000 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 26,250,105 | |||||||||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 2,671,002 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 114,000 | |||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 408,401 | $ 0 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 11,496,312 | 314,066 | ||||||||||||||||||||||||||||||||||||
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 | 120.00% | 130.00% | 130.00% | 130.00% | ||||||||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period,Between 121 and 150 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 135.00% | 135.00% | ||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period,After 180 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument Principal And Interest Percentage | 140.00% | |||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | 120.00% | ||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debentures, Maturity Period,Within 30 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 115.00% | 115.00% | ||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period ,Between 31 and 60 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | 120.00% | 120.00% | |||||||||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period ,Between 61 and 90 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 125.00% | 125.00% | 125.00% | 125.00% | 125.00% | |||||||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period ,Between 121 and 180 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 138.00% | 140.00% | 140.00% | 135.00% | ||||||||||||||||||||||||||||||||||
Redeemable Convertible Debentures, Maturity Period,Within 60 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 110.00% | 120.00% | 120.00% | |||||||||||||||||||||||||||||||||||
Redeemable Convertible Debentures,Maturity Period ,Between 61 and 120 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 124.00% | 135.00% | 135.00% | |||||||||||||||||||||||||||||||||||
Redeemable Convertible Debentures Maturity Period within 180 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 140.00% | 140.00% | 120.00% | |||||||||||||||||||||||||||||||||||
Redeemable Convertible Debentures, Maturity Period ,Between 91 and 180 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 140.00% | |||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 97,250 | |||||||||||||||||||||||||||||||||||||
Share Price | $ 0.0029 | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 100,000 | |||||||||||||||||||||||||||||||||||||
Share Price | $ 0.0270 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 400,000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 115,000 | $ 400,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 103,250 | 360,000 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 54,085 | $ 45,915 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 23,485,183 | 5,357,142 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 54,200 | $ 45,000 | ||||||||||||||||||||||||||||||||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 1,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 400,000 [Member] | First Tranche [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 85,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 115,000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 115,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 115,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 15,000 | |||||||||||||||||||||||||||||||||||||
Legal Fees | $ 2,750 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 4,600 | $ 110,400 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 145,929,641 | 1,295,000 | ||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 125.00% | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 134,812 | $ 13,110 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 13, 2018 | |||||||||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 115,000 [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 97,250 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 115,000 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 50,000 [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stcok Shares Held Collateral For Debt | 166,667 | 166,667 | ||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 43,000 | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Legal Fees | 2,000 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 50,000 | $ 27,397 | 22,603 | |||||||||||||||||||||||||||||||||||
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 trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | |||||||||||||||||||||||||||||||||||||
Convertible Debt 55000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 55,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 55,000 | $ 55,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 47,500 | $ 47,500 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 22.00% | 10.00% | ||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 5,000 | 0 | ||||||||||||||||||||||||||||||||||||
Legal Fees | $ 2,500 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 17,863 | $ 37,137 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 31,442,665 | 666,667 | ||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 45.00% | |||||||||||||||||||||||||||||||||||||
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 trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 47,613 | $ 6,000 | ||||||||||||||||||||||||||||||||||||
Convertible Debt 55000 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 22.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 30250 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 30,250 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 25,000 | $ 24,532 | $ 5,718 | |||||||||||||||||||||||||||||||||||
Legal Fees | $ 2,500 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 11,200,820 | 1,166,667 | ||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | |||||||||||||||||||||||||||||||||||||
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 trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 32,258 | $ 7,000 | ||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,107,186 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 30250 [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 30250 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 2,750 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 58000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 58,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 3,000 | $ 0 | ||||||||||||||||||||||||||||||||||||
Long-term Debt, Gross | $ 55,000 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 52,597 | $ 5,403 | ||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | |||||||||||||||||||||||||||||||||||||
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 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. | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 82,084 | |||||||||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 300,904 | |||||||||||||||||||||||||||||||||||||
Derivative Gain Loss On Premium | $ 21,109 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 58000 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 55,000 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 30000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 3,000 | $ 28,685 | ||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | |||||||||||||||||||||||||||||||||||||
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 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. | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 42,311 | |||||||||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 131,488 | |||||||||||||||||||||||||||||||||||||
Derivative Gain Loss On Premium | $ 10,940 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 30000 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 27,000 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||||||||||||||||||||||||||||
Convertible Secured Debt 50,000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 43,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 12.00% | |||||||||||||||||||||||||||||||||||
Common Stcok Shares Held Collateral For Debt | 200,000 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 40,681 | $ 0 | $ 40,681 | |||||||||||||||||||||||||||||||||||
Treasury Stock, Shares | 333,470,447 | |||||||||||||||||||||||||||||||||||||
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 or greater than $0.25 or a conversion price equal to 60% of the average closing trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 19, 2018 | |||||||||||||||||||||||||||||||||||||
Convertible Note 55,000 One [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 36,617 | 18,384 | ||||||||||||||||||||||||||||||||||||
Convertible Note 50000 One [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 60,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 44000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 40,324 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 44,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 114,000 | $ 19,000 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 18,000 | $ 4,000 | ||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 40,324 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 27,518,485 | |||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | |||||||||||||||||||||||||||||||||||||
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 Conversion, Original Debt, Amount | $ 132,000 | $ 44,000 | ||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||
Loan Baldanegro [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | On November 1, 2018 the note was amended to include a conversion feature. The convertible note is convertible upon the amendment date and convertible into shares of the Company’s stock at a conversion price equal to 80% of the lowest traded price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | |||||||||||||||||||||||||||||||||||||
Convertible Note Crown Bridge [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 56,453,381 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 52,247 | |||||||||||||||||||||||||||||||||||||
Convertible Note Fourth Man [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 40,198,612 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 58,622 | |||||||||||||||||||||||||||||||||||||
Convertible Debt Global 30000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 30,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 19,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,350,345 | |||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | |||||||||||||||||||||||||||||||||||||
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 Conversion, Original Debt, Amount | $ 32,744 | |||||||||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 12500 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 12,500 | |||||||||||||||||||||||||||||||||||||
Debt Instrument Principal And Interest Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,111,873 | |||||||||||||||||||||||||||||||||||||
Treasury Stock, Shares | 48,348,982 | |||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | |||||||||||||||||||||||||||||||||||||
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 Conversion, Original Debt, Amount | $ 12,925 | |||||||||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 27500 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 27,500 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 27,500 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 23,500 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 27,500 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,631,346 | |||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | |||||||||||||||||||||||||||||||||||||
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 Conversion, Original Debt, Amount | $ 28,344 | |||||||||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | |||||||||||||||||||||||||||||||||||||
Number Of Warrants Issued | 2,750,000 | |||||||||||||||||||||||||||||||||||||
Share Price | $ 0.01 | |||||||||||||||||||||||||||||||||||||
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,Between 151 and 180 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 140.00% | |||||||||||||||||||||||||||||||||||||
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] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 4,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 53000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 53,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 53,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 3,000 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 53,000 | |||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 68,080 | |||||||||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 55,004 | |||||||||||||||||||||||||||||||||||||
Default Interest Rate | 22.00% | |||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 13,494 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 53000 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 60000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 60,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 45,665,203 | |||||||||||||||||||||||||||||||||||||
Treasury Stock, Shares | 97,130,286 | |||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | |||||||||||||||||||||||||||||||||||||
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 Conversion, Original Debt, Amount | $ 60,147 | |||||||||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | |||||||||||||||||||||||||||||||||||||
Number Of Warrants Issued | 30,000,000 | |||||||||||||||||||||||||||||||||||||
Share Price | $ 0.0026 | |||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 154,284 | |||||||||||||||||||||||||||||||||||||
Secured Convertible Note 50000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 40,681 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Convertible Note 115000 - Auctus [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 115,000 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 106,312 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 48000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 48,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 48,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 45,600 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 45,600 | |||||||||||||||||||||||||||||||||||||
Legal Fees | $ 2,400 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 48,000 | |||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 15, 2019 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 60,000 | |||||||||||||||||||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 220,537 | |||||||||||||||||||||||||||||||||||||
Derivative Gain Loss On Premium | $ 11,461 | |||||||||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 48000 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 110000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 110,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 110,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 95,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 107,348 | $ 35,000 | 28,027 | |||||||||||||||||||||||||||||||||||
Legal Fees | $ 2,652 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 81,973 | |||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | |||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 145,193,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 29, 2019 | |||||||||||||||||||||||||||||||||||||
Default Interest Rate | 18.00% | |||||||||||||||||||||||||||||||||||||
Number Of Warrants Issued | 11,000,000 | |||||||||||||||||||||||||||||||||||||
Share Price | $ 0.01 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 110000 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 84,426,614 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 110000 Fourth Man [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 110,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 110,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 100,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 30,438 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 79,562 | |||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | |||||||||||||||||||||||||||||||||||||
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 trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date. | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 58,333,333 | |||||||||||||||||||||||||||||||||||||
Default Interest Rate | 18.00% | |||||||||||||||||||||||||||||||||||||
Number Of Warrants Issued | 11,000,000 | |||||||||||||||||||||||||||||||||||||
Share Price | $ 0.01 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 110000 Fourth Man [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 50,552,642 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 110000 Powerup [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 110,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 110,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 99,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 10,000 | |||||||||||||||||||||||||||||||||||||
Legal Fees | $ 1,000 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 110,000 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 11,967,158 | |||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | <tr><td></td></tr></table>" id="sjs-D314">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 trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date.<table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 115,000 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 41,996,294 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 29, 2019 | |||||||||||||||||||||||||||||||||||||
Default Interest Rate | 22.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 110000 Powerup [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 91 and 120 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 130.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 110000 Powerup [Member] | Redeemable Convertible Debentures,Maturity Period,Between 121 and 150 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 135.00% | |||||||||||||||||||||||||||||||||||||
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 110000 Powerup [Member] | Redeemable Convertible Debentures, Maturity Period,Within 30 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 115.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 110000 Powerup [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 31 and 60 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 110000 Powerup [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 61 and 90 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 125.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 110000 Powerup [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 99,000 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 108000 Global [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 108,000 | $ 93,644 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 108,000 | 108,000 | $ 108,000 | |||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 106,500 | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 1,500 | $ 8,000 | $ 19,065 | $ 8,000 | $ 70,041 | |||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | 120.00% | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | <tr><td></td></tr></table>" id="sjs-C341">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 trading price of the Company’s common stock during the previous 20 trading days preceding the conversion date.<table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 9,944,425 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 8, 2019 | May 14, 2019 | Nov. 15, 2019 | Sep. 27, 2019 | ||||||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | 24.00% | ||||||||||||||||||||||||||||||||||||
Number Of Warrants Issued | 3,600,000 | 1,985,294 | ||||||||||||||||||||||||||||||||||||
Share Price | $ 0.025 | $ 0.0272 | ||||||||||||||||||||||||||||||||||||
Convertible Debt 108000 Global [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 74,579 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 38,012,618 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 108000 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 108,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 94,960 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 94,960 | $ 39,649 | ||||||||||||||||||||||||||||||||||||
Legal Fees | $ 5,040 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 68,351 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,115,226 | |||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 20,000 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 15,000,000 | |||||||||||||||||||||||||||||||||||||
Default Interest Rate | 24.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 108000 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 46,752,376 | |||||||||||||||||||||||||||||||||||||
Convertible Note 183250 Morningview [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 183,250 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 183,250 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 169,676 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 13,574 | |||||||||||||||||||||||||||||||||||||
Legal Fees | 8,363 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 51,210 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 25,000,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 20, 2019 | |||||||||||||||||||||||||||||||||||||
Number Of Warrants Issued | 1,985,294 | 1,247,618 | ||||||||||||||||||||||||||||||||||||
Share Price | $ 0.0272 | $ 0.088 | ||||||||||||||||||||||||||||||||||||
Convertible Note 183250 Morningview [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 161,313 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 80,412,000 | |||||||||||||||||||||||||||||||||||||
Convertible Note 183250 Global [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 183,250 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 183,250 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | 100,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 13,574 | $ 132,040 | ||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 51,210 | |||||||||||||||||||||||||||||||||||||
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 Conversion, Original Debt, Amount | $ 139,352 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 25,000,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 20, 2019 | |||||||||||||||||||||||||||||||||||||
Number Of Warrants Issued | 1,247,618 | |||||||||||||||||||||||||||||||||||||
Share Price | $ 0.088 | |||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 69,676 | |||||||||||||||||||||||||||||||||||||
Carrying Amount Of Prior Notes | 211,570 | |||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 2,542 | |||||||||||||||||||||||||||||||||||||
Convertible Note 183250 Global [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 169,676 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 80,412,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 183250 Fourth Man [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 183,250 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 183,250 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 169,676 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 13,574 | $ 132,040 | ||||||||||||||||||||||||||||||||||||
Legal Fees | $ 8,363 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 51,210 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 25,000,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 20, 2019 | |||||||||||||||||||||||||||||||||||||
Number Of Warrants Issued | 1,247,618 | |||||||||||||||||||||||||||||||||||||
Share Price | $ 0.088 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 183250 Fourth Man [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 161,313 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 80,412,000 | |||||||||||||||||||||||||||||||||||||
Convertible Note 108000 Morningview [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 97,289 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 108,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | 100,000 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 14,040 | $ 132,040 | ||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 24,522 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 15,000,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 15, 2019 | |||||||||||||||||||||||||||||||||||||
Convertible Note 108000 Morningview [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 83,249 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 46,752,376 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 108000 Fourth Man [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 97,289 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 108,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 100,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 14,040 | $ 72,767 | ||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 24,522 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 15,000,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 15, 2019 | |||||||||||||||||||||||||||||||||||||
Number Of Warrants Issued | 1,985,294 | |||||||||||||||||||||||||||||||||||||
Share Price | $ 0.0272 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 108000 Fourth Man [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 83,249 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 46,752,376 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 168300 Powerup [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 111,217 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 168,300 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 150,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 15,300 | $ 83,184 | ||||||||||||||||||||||||||||||||||||
Legal Fees | $ 3,000 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 28,033 | 0 | ||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 150.00% | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 126,422,535 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 29, 2019 | |||||||||||||||||||||||||||||||||||||
Default Interest Rate | 22.00% | |||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 265,142 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 87,132 | |||||||||||||||||||||||||||||||||||||
Convertible Debt 168300 Powerup [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 91 and 120 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 130.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 168300 Powerup [Member] | Redeemable Convertible Debentures,Maturity Period,Between 121 and 150 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 135.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 168300 Powerup [Member] | Redeemable Convertible Debentures,Maturity Period,Between 151 and 180 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 140.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 168300 Powerup [Member] | Redeemable Convertible Debentures, Maturity Period,Within 30 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 115.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 168300 Powerup [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 31 and 60 Days [Member] | ||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | |||||||||||||||||||||||||||||||||||||
Convertible Debt 168300 Powerup [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 92,917 | |||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 90,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||||||||
Debt Instrument Principal And Interest Percentage | 125.00% | |||||||||||||||||||||||||||||||||||||
Common Stcok Shares Held Collateral For Debt | 400,000 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | $ 35,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Textual) | 1 Months Ended | 12 Months Ended |
Aug. 31, 2018shares | Dec. 31, 2018USD ($)$ / sharesshares | |
Derivative Liability | $ | $ 4,186,812 | |
Derivative, Gain (Loss) on Derivative, Net | $ | $ 2,671,002 | |
Debt Conversion, Converted Instrument, Shares Issued | shares | 5,280,000 | 197,800,000 |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative Liability, Measurement Input % | 0 | |
Minimum [Member] | ||
Share Price | $ / shares | $ 0.0029 | |
Minimum [Member] | Measurement Input, Exercise Price [Member] | ||
Derivative Liability, Measurement Input % | 0.0009 | |
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Derivative Liability, Measurement Input % | 86.44 | |
Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Derivative Liability, Measurement Input % | 1 | |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative Liability, Measurement Input % | 2.03 | |
Maximum [Member] | ||
Share Price | $ / shares | $ 0.0270 | |
Maximum [Member] | Measurement Input, Exercise Price [Member] | ||
Derivative Liability, Measurement Input % | 0.0880 | |
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Derivative Liability, Measurement Input % | 195 | |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Derivative Liability, Measurement Input % | 5 | |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative Liability, Measurement Input % | 2.94 | |
Revaluation [Member] | ||
Derivative Liability | $ | $ 3,227,382 | |
Share Price | $ / shares | $ 0.0099 | |
Derivative, Gain (Loss) on Derivative, Net | $ | $ (3,627,422) | |
Revaluation [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Derivative Liability, Measurement Input % | 0 | |
Revaluation [Member] | Minimum [Member] | Measurement Input, Exercise Price [Member] | ||
Derivative Liability, Measurement Input % | 0.0008 | |
Revaluation [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Derivative Liability, Measurement Input % | 88.48 | |
Revaluation [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Derivative Liability, Measurement Input % | 0.50 | |
Revaluation [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative Liability, Measurement Input % | 2.45 | |
Revaluation [Member] | Maximum [Member] | Measurement Input, Exercise Price [Member] | ||
Derivative Liability, Measurement Input % | 0.0880 | |
Revaluation [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Derivative Liability, Measurement Input % | 90.50 | |
Revaluation [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Derivative Liability, Measurement Input % | 4.88 | |
Revaluation [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative Liability, Measurement Input % | 2.63 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Minimum [Member] | ||
Common stock price | $ 0.0029 | |
Maximum [Member] | ||
Common stock price | $ 0.0270 | |
Employee Stock Option [Member] | ||
Annual dividend yield | 0.00% | |
Risk-free interest rate | 2.01% | |
Expected volatility | 82.97% | |
Common stock price | $ 0.0135 | |
Employee Stock Option [Member] | Minimum [Member] | ||
Expected life (years) | 6 years 18 days | |
Employee Stock Option [Member] | Maximum [Member] | ||
Expected life (years) | 6 years 2 months 26 days |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Option, Outstanding | 500,000 | 500,000 | ||
Issued | 250,000 | 0 | 0 | |
Exercised | 0 | 0 | ||
Expired | 0 | 0 | ||
Stock Option, Outstanding | 500,000 | 500,000 | 500,000 | |
Vested | 200,000 | |||
Weighted Average Exercise Price, Outstanding | $ 0.18 | $ 0.18 | ||
Weighted Average Exercise Price, Issued | $ 0.175 | 0 | 0 | |
Weighted Average Exercise Price, Exercised | 0 | 0 | ||
Weighted Average Exercise Price, Expired | 0 | 0 | ||
Weighted Average Exercise Price, Outstanding | 0.18 | $ 0.18 | $ 0.18 | |
Weighted Average Exercise Price, Vested | $ 0.18 | |||
Weighted Average Life Remaining, Outstanding | 7 years 7 months 24 days | 8 years 7 months 24 days | 9 years 7 months 24 days | |
Weighted Average Life Remaining, Vested | 7 years 7 months 24 days |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | May 18, 2016 | |
General and Administrative Expense [Member] | ||||
Allocated Share-based Compensation Expense | $ 1,877 | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | 0 | 0 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.175 | $ 0 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options vest at a rate of 50,000 on each anniversary date of the respective grants. | |||
Stock Incentive Plan 2016 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,000,000 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant One [Member] | ||
Annual dividend yield | 0.00% | |
Warrant Two [Member] | ||
Annual dividend yield | 0.00% | |
Expected life (years) | 5 years | |
Maximum [Member] | ||
Common stock price | $ 0.0270 | |
Maximum [Member] | Warrant One [Member] | ||
Expected life (years) | 5 years | |
Risk-free interest rate | 2.01% | |
Expected volatility | 98.38% | |
Common stock price | $ 0.1000 | |
Maximum [Member] | Warrant Two [Member] | ||
Risk-free interest rate | 2.94% | |
Expected volatility | 195.00% | |
Common stock price | $ 0.0270 | |
Minimum [Member] | ||
Common stock price | $ 0.0029 | |
Minimum [Member] | Warrant One [Member] | ||
Expected life (years) | 2 years 4 months 10 days | |
Risk-free interest rate | 0.86% | |
Expected volatility | 78.71% | |
Common stock price | $ 0.0135 | |
Minimum [Member] | Warrant Two [Member] | ||
Risk-free interest rate | 2.03% | |
Expected volatility | 89.93% | |
Common stock price | $ 0.0029 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants, Outstanding | 23,426,087 | 500,000 | |
Warrants, Issued | 68,048,736 | 22,926,087 | |
Warrants, Exercised | (336,509,121) | 0 | |
Anti-Dilution Modifications | 402,310,417 | ||
Forfeiture/Cancellations | (15,200,000) | ||
Warrants, Expired | 0 | ||
Warrants, Outstanding | 142,075,119 | 23,426,087 | 500,000 |
Warrants, Vested | 142,075,119 | ||
Weighted Average Exercise Price, Outstanding | $ 0.0070 | $ 0.1000 | |
Weighted Average Exercise Price, Issued | 0.0120 | 0.0046 | |
Weighted Average Exercise Price, Exercised | 0.0011 | 0 | |
Weighted Average Exercise Price, Expired | 0 | ||
Weighted Average Exercise Price, Anti-Dilution Modifications | 0.0011 | ||
Weighted Average Exercise Price, Forfeiture/Cancellations | 0 | ||
Weighted Average Exercise Price, Outstanding | 0.0047 | $ 0.0070 | $ 0.1000 |
Weighted Average Exercise Price, Vested | $ 0.0047 | ||
Weighted Average Life Remaining, Outstanding | 4 years 2 months 19 days | 4 years 4 months 24 days | 2 years 9 months 25 days |
Weighted Average Life Remaining, Issued | 4 years 5 months 5 days | ||
Weighted Average Life Remaining, Vested | 4 years 2 months 19 days |
STOCKHOLDERS' DEFICIT (Detail_2
STOCKHOLDERS' DEFICIT (Details Textual) - USD ($) | Sep. 13, 2018 | May 14, 2018 | Apr. 11, 2018 | Apr. 03, 2018 | Mar. 09, 2018 | Nov. 15, 2018 | Jul. 19, 2017 | May 08, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Stock Issued During Period, Shares, New Issues | 1,000,000 | ||||||||||
Proceeds from Issuance or Sale of Equity | $ 100,000 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | ||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 5,546 | ||||||||||
Shares Issued, Price Per Share | $ 0.10 | ||||||||||
Class of Warrant or Right, warrant term | 2 years 4 months 6 days | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | ||||||||||
Convertible Loan Agreement [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,600,000 | ||||||||||
Class of Warrant or Right, warrant term | 5 years | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0026 | ||||||||||
Class Of Warrant Or Right Converted Into Common Shares | 58,200,000 | ||||||||||
Class of Warrant or Right, Outstanding | 13,228,571 | ||||||||||
Convertible Loan Agreement One [Member] | |||||||||||
Class of Warrant or Right, warrant term | 5 years | 5 years | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.25 | |||||||||
Class Of Warrant Or Right Converted Into Common Shares | 25,688,000 | ||||||||||
Class of Warrant or Right, Outstanding | 0 | ||||||||||
Convertible Loan Agreement Two [Member] | |||||||||||
Stock issued during period, shares, Warrants issued | 30,000,000 | 92,857,142 | |||||||||
Class of Warrant or Right, warrant term | 5 years | 5 years | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0026 | $ 0.30 | |||||||||
Class Of Warrant Or Right Converted Into Common Shares | 92,857,142 | ||||||||||
Class of Warrant or Right, Outstanding | 0 | ||||||||||
Convertible Loan Agreement Three [Member] | |||||||||||
Stock issued during period, shares, Warrants issued | 11,000,000 | 94,889,717 | |||||||||
Class of Warrant or Right, warrant term | 5 years | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||
Class Of Warrant Or Right Converted Into Common Shares | 69,010,704 | ||||||||||
Class of Warrant or Right, Outstanding | 25,879,013 | ||||||||||
Convertible Loan Agreement Four [Member] | |||||||||||
Stock issued during period, shares, Warrants issued | 11,000,000 | 94,037,964 | |||||||||
Class of Warrant or Right, warrant term | 5 years | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||
Class Of Warrant Or Right Converted Into Common Shares | 20,000,000 | ||||||||||
Class of Warrant or Right, Outstanding | 74,037,964 | ||||||||||
Convertible Loan Agreement Five [Member] | |||||||||||
Stock issued during period, shares, Warrants issued | 3,742,854 | ||||||||||
Class of Warrant or Right, warrant term | 5 years | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0880 | ||||||||||
Convertible Loan Agreement Six [Member] | |||||||||||
Stock issued during period, shares, Warrants issued | 5,955,882 | ||||||||||
Class of Warrant or Right, warrant term | 5 years | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0272 | ||||||||||
Minimum [Member] | Convertible Loan Agreement One [Member] | |||||||||||
Stock issued during period, shares, Warrants issued | 2,750,000 | 200,000 | |||||||||
Minimum [Member] | Convertible Loan Agreement Two [Member] | |||||||||||
Stock issued during period, shares, Warrants issued | 166,667 | ||||||||||
Maximum [Member] | Convertible Loan Agreement One [Member] | |||||||||||
Stock issued during period, shares, Warrants issued | 32,738,095 | 11,956,522 | |||||||||
Warrant Agreement [Member] | Minimum [Member] | |||||||||||
Stock issued during period, shares, Warrants issued | 3,600,000 | ||||||||||
Warrant Agreement [Member] | Maximum [Member] | |||||||||||
Stock issued during period, shares, Warrants issued | 67,828,571 | ||||||||||
Warrant Agreement [Member] | Maximum [Member] | Convertible Loan Agreement Two [Member] | |||||||||||
Stock issued during period, shares, Warrants issued | 10,869,565 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax provision attributable to: | ||
Federal | $ 248,516 | $ (691,368) |
State and local | (234,666) | (212,729) |
Valuation allowance | (13,850) | 904,097 |
Net provision for income tax | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 1,052,992 | $ 950,361 |
Accrued management fees, related party | 26,319 | 142,800 |
Valuation allowance | (1,079,311) | (1,093,161) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended |
Dec. 31, 2018 | |
Tax at federal statutory rate | 34.00% |
State, net of federal benefit | 1.70% |
Change in temporary differences | (3.10%) |
Permanent differences | (28.90%) |
Valuation allowance | (3.70%) |
Provision for taxes | 0.00% |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards | $ 3,900,000 | |
Deferred Income Tax Liability Percent | 21.00% | 35.00% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 522,875 | |
Domestic Tax Authority [Member] | ||
Deferred Income Tax Provision Percent | 21.00% | |
State and Local Jurisdiction [Member] | ||
Deferred Income Tax Provision Percent | 8.84% |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Mar. 01, 2019 | Feb. 28, 2019 | Mar. 09, 2018 | Jan. 17, 2018 | Dec. 18, 2017 | Nov. 27, 2017 | Jul. 19, 2017 | Mar. 31, 2017 |
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 44,000 | $ 30,000 | $ 58,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 100,000 | $ 100,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,334,951 | 3,232,912 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||||
Debt Conversion, Description | Company,s common stock at a conversion price equal to 65% of the Market Price of the common stock. | Company's common stock at a conversion price equal to 65% of the Market Price of the common stock. | ||||||
Debt Instrument, Maturity Date | Mar. 1, 2020 | Feb. 28, 2020 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0206 | |||||||
Subsequent Event [Member] | Note Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 110,000 |