Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. | |
Entity Central Index Key | 0001187953 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | CELZ | |
Entity Common Stock, Shares Outstanding | 1,043,498,850 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 419,477 | $ 304,056 |
Accounts receivable | 163 | 9,600 |
Total Current Assets | 419,640 | 313,656 |
OTHER ASSETS | ||
Licenses, net of amortization | 158,219 | 163,505 |
TOTAL ASSETS | 577,859 | 477,161 |
CURRENT LIABILITIES | ||
Accounts payable | 342,799 | 331,838 |
Accrued expenses | 69,592 | 21,640 |
Management fee payable - related party | 153,082 | 198,082 |
Convertible notes payable, net of discount of $1,037,811 and $792,994, respectively | 1,079,414 | 682,056 |
Advances from related party | 10,800 | 10,800 |
Derivative liabilities | 2,526,952 | 3,227,382 |
Total Current Liabilities | 4,182,639 | 4,471,798 |
LONG TERM LIABILITIES | ||
Convertible notes payable, net of discount of $0 and $0, respectively | 0 | 0 |
Notes payable - related party, net of current portion | 0 | 0 |
Accrued expenses, net of current portion | 0 | 0 |
TOTAL LIABILITIES | 4,182,639 | 4,471,798 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Value | 0 | 0 |
Common stock, $0.001 par value, 3,000,000,000 shares authorized; 1,008,088,561 and 903,311,370 issued and 1,007,488,561 and 902,711,370 outstanding, respectively | 1,007,489 | 902,711 |
Additional paid-in capital | 13,263,430 | 12,180,985 |
Accumulated deficit | (17,878,699) | (17,081,333) |
TOTAL STOCKHOLDERS' DEFICIT | (3,604,780) | (3,994,637) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 577,859 | 477,161 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Value | $ 3,000 | $ 3,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 7,000,000 | 7,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 3,000,000,000 | 3,000,000,000 |
Common Stock, Shares, Issued | 1,008,088,561 | 903,311,370 |
Common Stock, Shares, Outstanding | 1,007,488,561 | 902,711,370 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Issued | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Outstanding | 3,000,000 | 3,000,000 |
Convertible Notes Payable [Member] | ||
Debt Instrument, Unamortized Discount, Current | $ 1,037,811 | $ 792,994 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 0 | $ 0 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | $ 50,800 | $ 9,600 |
Cost of revenues | 14,239 | 2,400 |
Gross profit | 36,561 | 7,200 |
OPERATING EXPENSES | ||
Research and development | 0 | 3,200 |
General and administrative, including stock-based compensation of $0 and $1,877, respectively | 281,974 | 202,930 |
Amortization of patent costs | 5,286 | 5,286 |
TOTAL EXPENSES | 287,260 | 211,416 |
Operating loss | (250,699) | (204,216) |
OTHER INCOME/(EXPENSE) | ||
Interest expense | (454,542) | (191,308) |
Loss on extinguishment of convertible notes | (357,292) | (154,284) |
Change in fair value of derivatives liabilities | 265,167 | (7,036,772) |
Total other expense | (546,667) | (7,382,364) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (797,366) | (7,586,580) |
Provision for income taxes | 0 | 0 |
NET LOSS | $ (797,366) | $ (7,586,580) |
BASIC AND DILUTED LOSS PER SHARE | $ 0 | $ (0.04) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | 965,679,771 | 188,131,817 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation | $ 0 | $ 1,877 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (797,366) | $ (7,586,580) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Stock based compensation | 0 | 1,877 |
Amortization | 5,286 | 5,286 |
Amortization of debt discounts | 396,240 | 157,340 |
Increase in principal balance due to penalty provision | 0 | 12,500 |
Change in fair value of derivatives liabilities | (265,167) | 7,036,772 |
Loss on extinguishment of convertible notes payable | 357,292 | 154,284 |
Changes in assets and liabilities: | ||
Accounts receivable | 9,437 | (4,799) |
Accounts payable | 10,961 | (4,135) |
Accrued expenses | 55,302 | 18,268 |
Management fee payable | (45,000) | 44,250 |
Net cash used in operating activities | (273,015) | (164,937) |
CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on notes payable | 0 | (800) |
Payments on convertible notes payable | (168,300) | 0 |
Prepayment premiums paid on convertible notes payable | (19,154) | 0 |
Proceeds from convertible notes payable | 575,890 | 254,350 |
Net cash provided from financing activities | 388,436 | 253,550 |
NET INCREASE (DECREASE) IN CASH | 115,421 | 88,613 |
BEGINNING CASH BALANCE | 304,056 | 13,697 |
ENDING CASH BALANCE | 419,477 | 102,310 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash payments for interest | 2,357 | 200 |
Cash payments for income taxes | 0 | 0 |
NON-CASH FINANCING ACTIVITIES: | ||
Conversion of notes payable, accrued interest and derivative liabilities into common stock | $ 1,187,223 | $ 1,887,052 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) - USD ($) | Total | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
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 | |||
Common stock issued for cash | 0 | $ 0 | $ 108,535 | (108,535) | $ 0 |
Common stock issued for cash (In Shares) | 0 | 108,536,277 | |||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | 217,846 | $ 0 | $ 177,005 | 40,841 | |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities (In Shares) | 0 | 177,004,729 | 0 | ||
Relief of derivative liabilities | 1,669,207 | $ 0 | $ 0 | 1,669,207 | $ 0 |
Stock based compensation | 1,877 | 0 | 0 | 1,877 | 0 |
Net loss | (7,586,580) | 0 | 0 | 0 | (7,586,580) |
Balance at Mar. 31, 2018 | (7,933,823) | $ 0 | $ 400,340 | 2,678,097 | (11,012,260) |
Balance (In Shares) at Mar. 31, 2018 | 0 | 400,340,232 | |||
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 | |||
Common stock issued for cashless warrant exercise | 0 | $ 0 | $ 71,173 | (71,173) | 0 |
Common stock issued for cashless warrant exercise (In Shares) | 0 | 71,172,880 | |||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | 168,975 | $ 0 | $ 33,605 | 135,370 | 0 |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities (In Shares) | 0 | 33,604,311 | |||
Relief of derivative liabilities | 1,018,248 | $ 0 | $ 0 | 1,018,248 | 0 |
Net loss | (797,366) | 0 | 0 | 0 | (797,366) |
Balance at Mar. 31, 2019 | $ (3,604,780) | $ 3,000 | $ 1,007,489 | $ 13,263,430 | $ (17,878,699) |
Balance (In Shares) at Mar. 31, 2019 | 3,000,000 | 1,007,488,561 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - Creative Medical Technology Holdings, Inc., is considered to be a commercial stage company, following the commencement of sales of stem cell separation equipment and disposable kits used in our Caverstem® procedure to treat ED in the fourth quarter of 2017. Our fiscal year end is December 31st. We have acquired the licensing rights for our Amniostem amniotic-based stem cell, purchased the patent for our ED and lower back pain treatments, and filed patent applications for our neurological treatments. Use of Estimates – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2019 and for the three-month period then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The operations for the three-month period ended March 31, 2019, are not necessarily indicative of the operating results for the full year. Going Concern – The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, during the three-month period ended March 31, 2019, the Company incurred a net loss of $797,366 $3,762,999 . These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of equity securities. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Revenue - The Company recognizes revenue as it is earned as defined by U.S. GAAP. We have adopted the new revenue recognition standards that went into effect on January 1, 2018. All revenues reported in 2018 and beyond will reflect those standards. Fair Value of Financial Instruments - The Company’s financial instruments consist of cash and cash equivalents, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of March 31, 2019, and December 31, 2018, the Company didn’t have any Level 1 or 2 financial instruments. The table below reflects the results of our Level 3 fair value calculations: Notes Warrants Total Derivative liability at December 31, 2018 $ 1,983,828 $ 1,243,554 $ 3,227,382 Addition of new conversion option derivatives 934,062 (8,733 ) 925,329 Conversion of note derivatives (405,895 ) (841,539 ) (1,247,434 ) Change in fair value (504,198 ) 125,873 (378,325 ) Derivative liability at March 31, 2019 $ 2,007,797 $ 519,155 $ 2,526,952 Basic and Diluted Loss Per Share – The Company follows Financial Accounting Standards Board (“FASB”) ASC 260 Earnings per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. During the three-month periods ended March 31, 2019, the Company had 500,000 options and 58,608,602 warrants to purchase common stock outstanding. In addition, the Company has various convertible notes payable which at March 31, 2019 are convertible into approximately 391,614,578 shares of Recent Accounting Pronouncements – In February 2016, the FASB issued ASU, Leases, which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective January 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted the following practical expedients and elected the following accounting policies related to this standard update: • The option to not reassess prior conclusions related to the identification, classification and accounting for initial direct costs for leases that commenced prior to January 1, 2019. • Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less; and • The option to not separate lease and non-lease components for certain equipment lease asset categories such as freight car, vehicles and work equipment. • The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. The Company has inventoried all leases where the Company is a lessee as of the initial date of application and has examined other contracts with suppliers, vendors, customers and other outside parties to identify whether such contracts contain an embedded lease as defined under the new guidance. The Company’s lease population comprises an office, which is immaterial to the consolidated financial statements. As a result of the above, the adoption of ASC 842 did not have a material effect on the financial statements. The Company will review for the existence of embedded leases in future agreements. The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements other than disclosed above. |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Licensing Agreements Disclosure [Abstract] | |
Licensing Agreements Disclosure [Text Block] | NOTE 2 – LICENSING AGREEMENTS ED Patent – The Company acquired a patent from CMH. Amortization expense of $2,493 was recorded for the three-month period ended March 31, 2019 in comparison with $2,493 for the comparable quarter a year ago. As of March 31, 2019, the carrying value of the patent was $68,410 . The Company expects to amortize approximately $9,972 annually through 2026 related to the patent costs. Multipotent Amniotic Fetal Stem Cells License Agreement - In August 2016, CMT entered into a License Agreement with a University. This license agreement grants to CMT the exclusive right to all products derived from a patent for use of multipotent amniotic fetal stem cells composition of matter throughout the world during the period ending on the expiration date of the longest-lived patent rights under the patent. CMT paid the University an initial license fee within 30 days of entering into the agreement. CMT is also required to pay annual license maintenance fees on each anniversary date of the agreement, which maintenance fees would be credited toward any earned royalties for any given period. The License Agreement provides for payment of various milestone payments and earned royalties on the net sales of licensed products by CMT or any sub licensee. CMT is also required to reimburse the University for any future costs associated with maintaining the patent. CMT may terminate the license agreement for any reason upon 90 days’ written notice and the University may terminate the agreement in the event CMT fails to meet its obligations set forth therein, unless the breach is cured within 30 days of the notice from the University specifying the breach. CMT is also obligated to indemnify the University against claims arising due to the exercise of the license by CMT or any sub licensee. As of March 31, 2019, no amounts are currently due to the University. The Company estimates that the patent expires in February 2026 and has elected to amortize the patent through the period of expiration on a straight-line basis. Amortization expense of $ 293 was recorded for the three-month period ended March 31, 2019 2018 in comparison with $293 for the comparable quarter a year ago . As of March 31, 2019, the carrying value of the patent was $7,307 . 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, 2018, for $100,000, payable in cash or stock. The patent expires on May 19, 2027 and the Company has elected to amortize the patent over a ten-year period on a straight-line basis. Amortization expense of $2,500 was recorded for the three-month period ended March 31, 2019. As of March 31, 2019, the carrying value of the patent was $82,500 . The company expects to amortize approximately $10,000 annually through 2027 related to the patent costs. For a period of five years from the date of the first sale of any product derived from the patent, StemSpine is required to make royalty payments of 5% from gross sales of products. StemSpine has also agreed to pay royalties of 50% of sale price or ongoing payments from third parties for licenses granted under the patent to third parties. In addition, StemSpine has agreed to make progress payments under the patent purchase agreement determined by whether the technology represented by the patent is tested by use of autologous cells or allogenic cells. In the case of pursuit of the technology using autologous cells, StemSpine has agreed to pay CMH $100,000 upon the signing of an agreement with a university for the initiation of an IRB clinical trial and $200,000 upon completion of the clinical trial. In the event StemSpine determines to pursue the technology using allogenic cells, StemSpine has agreed to pay CMH $100,000 upon the filing for IND with the FDA; $200,000 upon the dosing of the first patient in Phase 1-2 clinical trial; and $400,000 upon the dosing of the first patient in Phase 3 clinical trial. In each case StemSpine has the option to make these payments in cash or in shares of the Company’s common stock at a discount to the market price of the stock at the time of the transaction. The parties to the patent purchase agreement have agreed that in no event will the aggregate royalty payments under the agreement exceed $2,500,000. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2020 . 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 $45,000 per month for such services. 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. 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. As of March 31, 2019, amounts due to CMH under the arrangement were $53,082 . See Note 2 for discussion of an additional related party transaction with CMH. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 4 – DEBT $110,000 Convertible Note – Morningview – Note 22 On April 3, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $110,000, for which $95,000 in proceeds were received on April 3, 2018. Under the terms of the agreement, the convertible note incurs interest at 10% per annum and has a maturity date of April 1, 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 5 times the number of common shares the convertible note is convertible into. The Company is amortizing legal fees of $2,652 and the remaining discount of $107,348 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $110,000 to interest expense using the straight-line method over the term of the loan. During the three-month period ended March 31, 2019, the Company amortized $27,123 to interest expense. As of March 31, 2019, a discount of $ 904 remained. At no additional cost, we issued to the note holder 11,000,000 five-year warrants to purchase common stock at $0.01, subject to adjustment if we issue securities at less than the exercise price. The warrants are exercisable on a cashless basis. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company accounted for the conversion feature as a derivative liability, see Note 5. Derivative accounting applies as the conversion price is variable and does not have a floor as to the number of common shares in which could be converted. Thus, if the convertible note is not repaid prior to the note being converted significant pressure maybe put on the Company’s stock price and additional dilution of current shareholders may take place. As of March 31, 2019, there were 88,657,994 shares reserved with our transfer agent with a potential of 118,538,813 being reserved if and when the lender issues a request to our transfer agent. In the event of default, the holder has the right to require the Company to pay an amount equal to 150% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 18%. The Company has the option to redeem the convertible notes within 180 days from the date of issuance at 140% of the principal and interest. After 180 days the right of prepayment expires. $110,000 Convertible Note – Fourth Man – Note 23 On April 11, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $110,000, for which $100,000 in proceeds were received. Under the terms of the agreement, the convertible note incurs interest at 10% per annum and has a maturity 12 months from the effective date of payment. 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 an on-issuance discount of $10,000 and the remaining discount of $100,000 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $110,000 to interest expense using the straight-line method over the term of the loan. During the three-month period ended March 31, 2019, the Company amortized $27,123 to interest expense. As of March 31, 2019, a discount of $3,315 remained. At no additional cost, we issued to the note holder 11,000,000 five-year warrants to purchase common stock at $0.01, subject to adjustment if we issue securities at less than the exercise price. The warrants are exercisable on a cashless basis. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company anticipates that it will account for conversion feature as a derivative liability. 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 March 31, 2019, there were 93,684,195 shares reserved with our transfer agent with a potential of 70,981,467 being reserved if and when the lender issues a request to our transfer agent. In the event of default, the holder has the right to require the Company to pay an amount equal to 150% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 18%. The Company has the option to redeem the convertible notes within 180 days from the date of issuance at 140% of the principal and interest. After 180 days the right of prepayment expires. $108,000 Convertible Note – Global – Note 25 On May 14, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $108,000, for which $94,960 in proceeds were received. Under the terms of the agreement, the convertible note incurs interest at 8% per annum and has a maturity date of May 14, 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 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 an on-issuance discount of $8,000, legal fees of $5,040 and the remaining discount of $94,960 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $108,000 to interest expense using the straight-line method over the term of the loan. During the three-month period ended March 31, 2019 the Company amortized $26,630 to interest expense. As of March 31, 2019, a discount of $13,109 remained. At no additional cost, we issued to the note holder 3,600,000 five-year warrants to purchase common stock at $0.025, subject to adjustment if we issue securities at less than the exercise price. The warrants are exercisable on a cashless basis. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company anticipates that it will account for conversion feature as a derivative liability. 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 March 31, 2018, there were 0 shares reserved with our transfer agent with a potential of 14,112,877 being reserved if and when the lender issues a request to our transfer agent. In the event of default, the holder has the right to require the Company to pay an amount equal to 150% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 24%. There is no option to pre-pay this note. During the three-month period ended March 31, 2019, the lender converted $70,000 of principal, interest and fees into 16,666,667 common shares. $183,250 Convertible Note – Global – Note 28 On September 20, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $183,250, for which $100,000 in proceeds were received and the remaining balances of two convertible notes were rolled over. At the time of combination, the total carrying amount outstanding under the prior notes was $211,570. In connection, with the agreement, the lender was paid $139,352, principal of $69,676 rolled into the new note and a gain of $2,542 was recorded within interest expense. Under the terms of the agreement, the convertible note incurs interest at 8% per annum and has a maturity date of September 20, 2019. 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. $45,185 to interest expense. As of March 31, 2019, a discount of $86,855 remained. At no additional cost, we issued to the note holder 1,247,618 five-year warrants to purchase common stock at $0.088, subject to adjustment if we issue securities at less than the exercise price. The warrants are exercisable on a cashless basis. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company anticipates that it will account for conversion feature as a derivative liability. 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 March 31, 2019, there were 8,062,356 shares reserved with our transfer agent with a potential of 50,100,093 being reserved if and when the lender issues a request to our transfer agent. In the event of default that is either (A) demanded (if demand or notice is required to create an Event of Default), (B) otherwise due, or (C) paid in full, whichever is lowest, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded, (y) due, or (z) paid in full, whichever is highest, or (ii) 120% of the outstanding principal amount of this Note, plus, (b) all other amounts, costs, expenses and liquidated damages due in respect of the Note. The Company has the option to redeem the note, in whole, up to 30 days from the date of issuance with no interest, on issuance discount, fees or pre-payment penalties. After 30 days the right of prepayment expires. During the three-month period ended March 31, 2019, the lender converted $98,975 of principal, interest and fees into 16,937,644 common shares. $183,250 Convertible Note – Morningview – Note 29 On September 20, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $183,250, for which $169,676 in proceeds were received. Under the terms of the agreement, the convertible note incurs interest at 8% per annum and has a maturity date of September 20, 2019. 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. $45,185 to interest expense. As of March 31, 2019, a discount of $86,855 remained. At no additional cost, we issued to the note holder 1,247,618 five-year warrants to purchase common stock at $0.088, subject to adjustment if we issue securities at less than the exercise price. The warrants are exercisable on a cashless basis. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company anticipates that it will account for conversion feature as a derivative liability. 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 March 31, 2019, there were 25,000,000 shares reserved with our transfer agent with a potential of 103,842,242 being reserved if and when the lender issues a request to our transfer agent. In the event of default that is either (A) demanded (if demand or notice is required to create an Event of Default), (B) otherwise due, or (C) paid in full, whichever is lowest, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded, (y) due, or (z) paid in full, whichever is highest, or (ii) 120% of the outstanding principal amount of this Note, plus, (b) all other amounts, costs, expenses and liquidated damages due in respect of the Note. The Company has the option to redeem the note, in whole, up to 30 days from the date of issuance with no interest, on issuance discount, fees or pre-payment penalties. From 31 through 170 days, the Company has the option to redeem the note at the default amount stated above. After 170 days the right of prepayment expires. $183,250 Convertible Note – Fourth Man – Note 30 On September 20, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $183,250, for which $169,676 in proceeds were received. Under the terms of the agreement, the convertible note incurs interest at 8% per annum and has a maturity date of September 20, 2019. 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. 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 an on-issuance discount of $13,574, legal fees of $8,363 and the remaining discount of $161,313 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $183,250 to interest expense using the straight-line method over the term of the loan. During the three-month period ended March 31, 2019, the Company amortized $45,185 to interest expense. As of March 31, 2019, a discount of $86,855 remained. At no additional cost, we issued to the note holder 1,247,618 five-year warrants to purchase common stock at $0.088, subject to adjustment if we issue securities at less than the exercise price. The warrants are exercisable on a cashless basis. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company anticipates that it will account for conversion feature as a derivative liability. 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 March 31, 2019, there were 25,000,000 shares reserved with our transfer agent with a potential of 103,842,242 being reserved if and when the lender issues a request to our transfer agent. In the event of default that is either (A) demanded (if demand or notice is required to create an Event of Default), (B) otherwise due, or (C) paid in full, whichever is lowest, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded, (y) due, or (z) paid in full, whichever is highest, or (ii) 120% of the outstanding principal amount of this Note, plus, (b) all other amounts, costs, expenses and liquidated damages due in respect of the Note. The Company has the option to redeem the note, in whole, up to 30 days from the date of issuance with no interest, on issuance discount, fees or pre-payment penalties. From 31 through 170 days, the Company has the option to redeem the note at the default amount stated above. After 170 days the right of prepayment expires. $108,000 Convertible Note – Global – Note 31 On November 15, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $108,000, for which $100,000 in proceeds were received. Under the terms of the agreement, the convertible note incurs interest at 8% per annum and has a maturity date of November 15, 2019. 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 70% 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 an on-issuance discount of $19,065 and the remaining discount of $74,579 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $93,644 to interest expense using the straight-line method over the term of the loan. During the three-month period ended March 31, 2019 the Company amortized $11,289 to interest expense. As of March 31, 2019, a discount of $58,752 remained. At no additional cost, we issued to the note holder 1,985,294 five-year warrants to purchase common stock at $0.0272, subject to adjustment if we issue securities at less than the exercise price. The warrants are exercisable on a cashless basis. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company anticipates that it will account for conversion feature as a derivative liability. 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 March 31, 2019, there were 81,584,689 shares reserved with our transfer agent with a potential of 60,390,563 being reserved if and when the lender issues a request to our transfer agent. In the event of default that is either (A) demanded (if demand or notice is required to create an Event of Default), (B) otherwise due, or (C) paid in full, whichever is lowest, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded, (y) due, or (z) paid in full, whichever is highest, or (ii) 120% of the outstanding principal amount of this Note, plus, (b) all other amounts, costs, expenses and liquidated damages due in respect of the Note. The Company has the option to redeem the note, in whole, up to 30 days from the date of issuance with no interest, on issuance discount, fees or pre-payment penalties. From 31 through 170 days, the company has the option to redeem the note at the default amount stated above. After 170 days the right of prepayment expires. $108,000 Convertible Note – Morningview – Note 32 On November 15, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $108,000, for which $100,000 in proceeds were received. Under the terms of the agreement, the convertible note incurs interest at 8% per annum and has a maturity date of November 15, 2019. 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 70% 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 an on-issuance discount of $14,040 and the remaining discount of $83,249 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $97,289 to interest expense using the straight-line method over the term of the loan. During the three-month period ended March 31, 2019 the Company amortized $11,729 to interest expense. As of March 31, 2019, a discount of $61,039 remained. At no additional cost, we issued to the note holder 1,985,294 five-year warrants to purchase common stock at $0.0272, subject to adjustment if we issue securities at less than the exercise price. The warrants are exercisable on a cashless basis. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company anticipates that it will account for conversion feature as a derivative liability. 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 March 31, 2019, there were 15,000,000 shares reserved with our transfer agent with a potential of 60,390,563 being reserved if and when the lender issues a request to our transfer agent. In the event of default that is either (A) demanded (if demand or notice is required to create an Event of Default), (B) otherwise due, or (C) paid in full, whichever is lowest, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded, (y) due, or (z) paid in full, whichever is highest, or (ii) 120% of the outstanding principal amount of this Note, plus, (b) all other amounts, costs, expenses and liquidated damages due in respect of the Note. The Company has the option to redeem the note, in whole, up to 30 days from the date of issuance with no interest, on issuance discount, fees or pre-payment penalties. From 31 through 170 days, the company has the option to redeem the note at the default amount stated above. After 170 days the right of prepayment expires. $108,000 Convertible Note – Fourth Man – Note 33 On November 15, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $108,000, for which $100,000 in proceeds were received. Under the terms of the agreement, the convertible note incurs interest at 7% per annum and has a maturity date of November 15, 2019. 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 70% 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 an on-issuance discount of $14,040 and the remaining discount of $83,249 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $97,289 to interest expense using the straight-line method over the term of the loan. During the three-month period ended March 31, 2019 the Company amortized $11,728 to interest expense. As of March 31, 2019, a discount of $61,039 remained. At no additional cost, we issued to the note holder 1,985,294 five-year warrants to purchase common stock at $0.0272, subject to adjustment if we issue securities at less than the exercise price. The warrants are exercisable on a cashless basis. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the conversion price of the convertible note. On the date of issuance, the Company anticipates that it will account for conversion feature as a derivative liability. 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 March 31, 2019, there were 35,000,000 shares reserved with our transfer agent with a potential of 60,390,563 being reserved if and when the lender issues a request to our transfer agent. In the event of default that is either (A) demanded (if demand or notice is required to create an Event of Default), (B) otherwise due, or (C) paid in full, whichever is lowest, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded, (y) due, or (z) paid in full, whichever is highest, or (ii) 120% of the outstanding principal amount of this Note, plus, (b) all other amounts, costs, expenses and liquidated damages due in respect of the Note. The Company has the option to redeem the note, in whole, up to 30 days from the date of issuance with no interest, on issuance discount, fees or pre-payment penalties. From 31 through 170 days, the company has the option to redeem the note at the default amount stated above. After 170 days the right of prepayment expires. $168,300 Convertible Note – Power Up – Note 34 On November 15, 2018, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $168,300, for which $150,000 in proceeds were received. Under the terms of the agreement, the convertible note incurs interest at 10% per annum and has a maturity date of April 1, 2019. The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 71% of the average of the 2 lowest trading 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 6 times the number of common shares the convertible note is convertible into. The Company is amortizing an on-issuance discount of $15,300, legal fees of $3,000 and the remaining discount of $92,917 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $111,217 to interest expense using the straight-line method over the term of the loan. During the three-month period ended March 31, 2019 and 2018 the Company amortized $83,184 to interest expense. As of March 31, 2019, 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 anticipates that it will account for conversion feature as a derivative liability. 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 March 31, 2019, there were 126,422,535 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 150% multiplied by the then outstanding entire balance of the note, including principal and accrued unpaid interest. In addition, the default interest rate would increase to 22%. The Company has the option to redeem the convertible notes within 30 days from the date of issuance at 100% of the principal and interest; between 31 and to 60 days from the date of issuance at 105% of the principal and interest; between 61 and to 90 days from the date of issuance at 110% of the principal and interest; between 91 and to 120 days from the date of issuance at 115% of the principal and interest; between 121 and to 150 days from the date of issuance at 120% of the principal and interest; between 151 and to 180 days from the date of issuance at 125% of the principal and interest; and after 180 days the right of prepayment expires. On January 18, 2019 the Company retired the note with a payment of $187,484 to the note holder. A derivative liability gain of $59,519 and a premium loss of $19,154 were recorded to reflect the retirement of the loan. $140,800 Convertible Note – Power Up – Note 43 On January 30, 2019, the Company entered into a convertible note agreement with a third party for an aggregate principal amount of $140,800 , for which $125,000 The convertible note is convertible upon issuance and convertible into shares of the Company’s stock at a conversion price equal to 71% of the 2 lowest trading 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 6 times the number of common shares the convertible note is convertible into. The Company is amortizing an on-issuance discount of $12,800 , legal fees of $3,000 and the remaining discount of $113,495 due to the recording of a derivative liability as discussed in Note 5. The Company is amortizing the total discount of $129,295 to interest expense using the straight-line method over the term of the loan. During the quarter ended March 31, 2019 the Company amortized $21,254 . As of March 31, 2019, a discount of $108,041 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 anticipates that it will account for conversion feature as a derivative liability. 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 March 31, 2019, there were 94,433,266 shares reserved w |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2019 | |
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 three-months ended March 31, 2019, the Company recorded initial derivative liabilities of $658,005 based upon the following Black-Scholes option pricing model average assumptions: an exercise price of $0.0056 to $0.0206 our stock price on the date of grant of $0.0102 to $0.0119 , expected dividend yield of 0%, expected volatility of 86% to 91% , risk free interest rate of 2.53% to 2.57% 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 $113,158 , which was recorded as a day one loss on derivative liability. On March 31, 2019, the derivative liabilities were revalued at $2,526,952 resulting in a gain of $378,325 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 $0.0051 to $0.0068 , our stock price on the date of valuation ($0.0101) , expected dividend yield of 0%, expected volatility of 88% , 2.40% to 2.43% , and an expected terms ranging from 0.1 to 1.0 years. In connection with convertible notes converted, as disclosed in Note 5, the Company reclassed derivative liabilities with a fair of $1,018,248 to additional paid-in capital. The Company revalued the derivative liabilities at each conversion date recording the pro-rata portion of the derivative liability as compared to the portion of the convertible note converted to the pre-conversion carrying value to additional paid-in capital Future Potential Dilution Most of the Company’s convertible notes payable contain adjustable conversion terms with significant discounts to market. As of March 31, 2019, the Company’s convertible notes payable are potentially convertible into an aggregate of approximately 392 million shares of common stock. In addition, due to the variable conversion prices on some of the Company’s convertible notes, the number of common shares issuable is dependent upon the traded price of the Company’s common stock. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | NOTE 6 – WARRANTS The fair value of each warrant is estimated using the Black-Scholes valuation model. Assumptions used in calculating the fair value at March 31, 2019 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Exercise Price $ 0.00084 0.0206 Expected life (years) 3.3 to 5.0 Risk-free interest rate 2.21% to 2.23 % Expected volatility 83% to 86 % Common stock price $ 0.0101 Since the expected life of the options was greater than the Company’s historical stock information available, the Public Company determined the expected volatility based on price fluctuations of comparable public companies. The issuances, exercises and pricing re-sets during the three-months ended March 31, 2019 are as follows: Outstanding at December 31, 2018 142,075,119 Issuances 5,339,804 Exercises (79,107,585 ) Anti-Dilution/Modification 0 Forfeitures/cancellations (9,698,736 ) Outstanding at March 31, 2019 58,608,602 Weighted Average Price at March 31, 2019 $ 0.0037 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 7 – SUBSEQUENT EVENTS In accordance with ASC 855, management reviewed all material events through May 15, 2018, for these financial statements and there are no material subsequent events to report, except as follows: Conversion Notice During April and May of 2019, we issued 27,496,186 shares of common stock for the conversion of $117,134 in convertible notes During April and we issued 8,514,103 shares of common stock for the exercise of 10,000,000 warrants. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2019 and for the three-month period then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The operations for the three-month period ended March 31, 2019, are not necessarily indicative of the operating results for the full year. |
Liquidity Policy [Policy Text Block] | Going Concern – The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, during the three-month period ended March 31, 2019, the Company incurred a net loss of $797,366 $3,762,999 . These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of equity securities. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Revenue Recognition, Policy [Policy Text Block] | Revenue - The Company recognizes revenue as it is earned as defined by U.S. GAAP. We have adopted the new revenue recognition standards that went into effect on January 1, 2018. All revenues reported in 2018 and beyond will reflect those standards. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments - The Company’s financial instruments consist of cash and cash equivalents, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of March 31, 2019, and December 31, 2018, the Company didn’t have any Level 1 or 2 financial instruments. The table below reflects the results of our Level 3 fair value calculations: Notes Warrants Total Derivative liability at December 31, 2018 $ 1,983,828 $ 1,243,554 $ 3,227,382 Addition of new conversion option derivatives 934,062 (8,733 ) 925,329 Conversion of note derivatives (405,895 ) (841,539 ) (1,247,434 ) Change in fair value (504,198 ) 125,873 (378,325 ) Derivative liability at March 31, 2019 $ 2,007,797 $ 519,155 $ 2,526,952 |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Loss Per Share – The Company follows Financial Accounting Standards Board (“FASB”) ASC 260 Earnings per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. During the three-month periods ended March 31, 2019, the Company had 500,000 options and 58,608,602 warrants to purchase common stock outstanding. In addition, the Company has various convertible notes payable which at March 31, 2019 are convertible into approximately 391,614,578 shares of |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements – In February 2016, the FASB issued ASU, Leases, which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective January 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted the following practical expedients and elected the following accounting policies related to this standard update: • The option to not reassess prior conclusions related to the identification, classification and accounting for initial direct costs for leases that commenced prior to January 1, 2019. • Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less; and • The option to not separate lease and non-lease components for certain equipment lease asset categories such as freight car, vehicles and work equipment. • The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. The Company has inventoried all leases where the Company is a lessee as of the initial date of application and has examined other contracts with suppliers, vendors, customers and other outside parties to identify whether such contracts contain an embedded lease as defined under the new guidance. The Company’s lease population comprises an office, which is immaterial to the consolidated financial statements. As a result of the above, the adoption of ASC 842 did not have a material effect on the financial statements. The Company will review for the existence of embedded leases in future agreements. The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements other than disclosed above. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 $ 1,983,828 $ 1,243,554 $ 3,227,382 Addition of new conversion option derivatives 934,062 (8,733 ) 925,329 Conversion of note derivatives (405,895 ) (841,539 ) (1,247,434 ) Change in fair value (504,198 ) 125,873 (378,325 ) Derivative liability at March 31, 2019 $ 2,007,797 $ 519,155 $ 2,526,952 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | As of March 31, 2019, future loan maturities are as follows: For the year ended December 31, 2019 1,020,125 2020 972,100 Total $ 1,992,225 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each warrant is estimated using the Black-Scholes valuation model. Assumptions used in calculating the fair value at March 31, 2019 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Exercise Price $ 0.00084 0.0206 Expected life (years) 3.3 to 5.0 Risk-free interest rate 2.21% to 2.23 % Expected volatility 83% to 86 % Common stock price $ 0.0101 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The issuances, exercises and pricing re-sets during the three-months ended March 31, 2019 are as follows: Outstanding at December 31, 2018 142,075,119 Issuances 5,339,804 Exercises (79,107,585 ) Anti-Dilution/Modification 0 Forfeitures/cancellations (9,698,736 ) Outstanding at March 31, 2019 58,608,602 Weighted Average Price at March 31, 2019 $ 0.0037 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Derivative liability | $ 3,227,382 |
Addition of new conversion option derivatives | 925,329 |
Conversion of note derivatives | (1,247,434) |
Change in fair value | (378,325) |
Derivative liability | 2,526,952 |
Warrants [Member] | |
Derivative liability | 1,243,554 |
Addition of new conversion option derivatives | (8,733) |
Conversion of note derivatives | (841,539) |
Change in fair value | 125,873 |
Derivative liability | 519,155 |
Notes [Member] | |
Derivative liability | 1,983,828 |
Addition of new conversion option derivatives | 934,062 |
Conversion of note derivatives | (405,895) |
Change in fair value | (504,198) |
Derivative liability | $ 2,007,797 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Net loss | $ (797,366) | $ (7,586,580) | |
Working Capital Deficit | $ 3,762,999 | ||
Conversion of Stock, Shares Issued | 391,614,578 | ||
Class of Warrant or Right, Outstanding | 58,608,602 | 142,075,119 | |
Common Stock [Member] | |||
Conversion of Stock, Shares Issued | 478,564,572 | ||
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 58,608,602 | ||
Class of Warrant or Right, Outstanding | 105,416,666 | ||
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 500,000 | 500,000 |
LICENSING AGREEMENTS (Details T
LICENSING AGREEMENTS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||
May 17, 2018 | May 17, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Amortization of Intangible Assets | $ 5,286 | $ 5,286 | |||
Finite-Lived Intangible Assets, Net | 158,219 | $ 163,505 | |||
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 | 68,410 | ||||
Finite Lived Intangible Assets, Expected Annual Amortization | 9,972 | ||||
Licensing Agreements [Member] | |||||
Finite-Lived Intangible Assets, Net | 7,307 | ||||
Finite Lived Intangible Assets, Expected Annual Amortization | 1,172 | ||||
Multipotent Amniotic Fetal Stem Cells License Agreement [Member] | |||||
Amortization of Intangible Assets | $ 293 | 293 | |||
Multipotent Amniotic Fetal Stem Cells License Agreement [Member] | Patents [Member] | |||||
Finite-Lived Intangible Asset, Expiration Period | 2026 | ||||
Amortization of Intangible Assets | $ 293 | ||||
Creative Medical Health, Inc [Member] | Patents [Member] | |||||
Amortization of Intangible Assets | $ 2,493 | $ 2,493 | |||
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 | $ 2,500 | ||||
Payments to Acquire Intangible Assets | $ 100,000 | ||||
Finite-Lived Intangible Assets, Net | 82,500 | ||||
Finite Lived Intangible Assets, Expected Annual Amortization | $ 10,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Management Fee Payable | $ 153,082 | $ 198,082 |
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. | |
Creative Medical Health [Member] | ||
Related Party Transaction [Line Items] | ||
Reimbursement of Management Fees | $ 45,000 | |
Minimum Amount To Be Raised Through Equity Issuance | $ 1,000,000 |
DEBT (Details)
DEBT (Details) | Mar. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 1,020,125 |
2020 | 972,100 |
Total | $ 1,992,225 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | Mar. 08, 2019 | Mar. 01, 2019 | May 14, 2018 | Apr. 11, 2018 | Apr. 03, 2018 | Feb. 28, 2019 | Jan. 18, 2019 | Nov. 15, 2018 | Sep. 20, 2018 | Jan. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Proceeds from Issuance of Long-term Debt | $ 110 | |||||||||||
Amortization of Debt Discount (Premium) | $ 396,240 | $ 157,340 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 392,000,000 | |||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 113,158 | |||||||||||
Maximum [Member] | ||||||||||||
Share Price | $ 0.0119 | |||||||||||
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% | |||||||||||
Debt Instrument Principal And Interest Percentage | 140.00% | |||||||||||
Amortization of Debt Discount (Premium) | $ 107,348 | |||||||||||
Legal Fees | $ 2,652 | |||||||||||
Amortization of Debt Issuance Costs | $ 27,123 | |||||||||||
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 | 88,657,994 | |||||||||||
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 | 118,538,813 | |||||||||||
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% | |||||||||||
Debt Instrument Principal And Interest Percentage | 140.00% | |||||||||||
Amortization of Debt Discount (Premium) | $ 10,000 | |||||||||||
Amortization of Debt Issuance Costs | $ 27,123 | |||||||||||
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 | 93,684,195 | |||||||||||
Default Interest Rate | 18.00% | |||||||||||
Number Of Warrants Issued | 11,000,000 | |||||||||||
Share Price | $ 0.01 | |||||||||||
Convertible Debt 110000 Fourth Man [Member] | Maximum [Member] | ||||||||||||
Amortization of Debt Discount (Premium) | $ 100,000 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 70,981,467 | |||||||||||
Convertible Debt 108000 Global [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 | $ 26,630 | ||||||||||
Legal Fees | $ 5,040 | |||||||||||
Amortization of Debt Issuance Costs | $ 13,109 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 16,666,667 | |||||||||||
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 | $ 70,000 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||
Default Interest Rate | 24.00% | |||||||||||
Number Of Warrants Issued | 3,600,000 | |||||||||||
Share Price | $ 0.025 | |||||||||||
Convertible Debt 108000 Global [Member] | Maximum [Member] | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 14,112,877 | |||||||||||
Convertible Debt 108000 [Member] | ||||||||||||
Debt Instrument Principal And Interest Percentage | 120.00% | |||||||||||
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% | |||||||||||
Amortization of Debt Discount (Premium) | $ 13,574 | 86,855 | ||||||||||
Legal Fees | $ 8,363 | |||||||||||
Amortization of Debt Issuance Costs | 45,185 | |||||||||||
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. | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 25,000,000 | |||||||||||
Number Of Warrants Issued | 1,247,618 | |||||||||||
Share Price | $ 0.088 | |||||||||||
Convertible Note 183250 Morningview [Member] | Maximum [Member] | ||||||||||||
Amortization of Debt Discount (Premium) | $ 161,313 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 103,842,242 | |||||||||||
Convertible Note 183250 Global [Member] | ||||||||||||
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 | 86,855 | ||||||||||
Amortization of Debt Issuance Costs | $ 183,250 | $ 45,185 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 16,937,644 | |||||||||||
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 | $ 98,975 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 8,062,356 | |||||||||||
Number Of Warrants Issued | 1,247,618 | |||||||||||
Share Price | $ 0.088 | |||||||||||
Convertible Note 183250 Global [Member] | Maximum [Member] | ||||||||||||
Amortization of Debt Discount (Premium) | $ 169,676 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 50,100,093 | |||||||||||
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 | $ 86,855 | ||||||||||
Legal Fees | $ 8,363 | |||||||||||
Amortization of Debt Issuance Costs | $ 45,185 | |||||||||||
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. | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 25,000,000 | |||||||||||
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 | 103,842,242 | |||||||||||
Convertible Note 108000 Morningview [Member] | ||||||||||||
Debt Instrument, Unamortized Discount | $ 97,289 | |||||||||||
Convertible Note Fourth Man 110000 [Member] | ||||||||||||
Amortization of Debt Issuance Costs | $ 3,315 | |||||||||||
Convertible Note Morningview 110000 [Member] | ||||||||||||
Amortization of Debt Issuance Costs | $ 904 | |||||||||||
Convertible Note Global 108000 [Member] | ||||||||||||
Debt Instrument, Unamortized Discount | $ 108,000 | 93,644 | ||||||||||
Debt Instrument, Face Amount | 108,000 | |||||||||||
Proceeds from Issuance of Long-term Debt | $ 100,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||
Amortization of Debt Discount (Premium) | $ 8,000 | $ 19,065 | 58,752 | |||||||||
Amortization of Debt Issuance Costs | $ 11,289 | |||||||||||
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 70% 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 | 81,584,689 | |||||||||||
Number Of Warrants Issued | 1,985,294 | |||||||||||
Share Price | $ 0.0272 | |||||||||||
Convertible Note Global 108000 [Member] | Maximum [Member] | ||||||||||||
Amortization of Debt Discount (Premium) | $ 74,579 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 60,390,563 | |||||||||||
Convertible Note Global 183250 [Member] | ||||||||||||
Debt Instrument, Face Amount | 69,676 | |||||||||||
Proceeds from Issuance of Long-term Debt | 211,570 | |||||||||||
Amortization of Debt Discount (Premium) | 139,352 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 2,542 | |||||||||||
Convertible Note Morningview 183250 [Member] | ||||||||||||
Debt Instrument Principal And Interest Percentage | 120.00% | |||||||||||
Convertible Note Fourth Man 183250 [Member] | ||||||||||||
Debt Instrument Principal And Interest Percentage | 120.00% | |||||||||||
Convertible Note Morningview 108000 [Member] | ||||||||||||
Debt Instrument, Face Amount | 108,000 | |||||||||||
Proceeds from Issuance of Long-term Debt | $ 100,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||
Debt Instrument Principal And Interest Percentage | 120.00% | |||||||||||
Amortization of Debt Discount (Premium) | $ 14,040 | |||||||||||
Amortization of Debt Issuance Costs | $ 11,729 | |||||||||||
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 70% 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 | 15,000,000 | |||||||||||
Number Of Warrants Issued | 1,985,294 | |||||||||||
Share Price | $ 0.0272 | |||||||||||
Convertible Note Morningview 108000 [Member] | Maximum [Member] | ||||||||||||
Amortization of Debt Discount (Premium) | $ 83,249 | $ 61,039 | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 60,390,563 | |||||||||||
Convertible Note Fourth Man 108000 [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 | |||||||||||
Amortization of Debt Issuance Costs | $ 11,728 | |||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | |||||||||||
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 70% 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 | 35,000,000 | |||||||||||
Number Of Warrants Issued | 1,985,294 | |||||||||||
Share Price | $ 0.0272 | |||||||||||
Convertible Note Fourth Man 108000 [Member] | Maximum [Member] | ||||||||||||
Amortization of Debt Discount (Premium) | $ 83,249 | $ 61,039 | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 60,390,563 | |||||||||||
Convertible Note Power Up 168300 [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 | $ 0 | ||||||||||
Legal Fees | $ 3,000 | |||||||||||
Amortization of Debt Issuance Costs | $ 83,184 | |||||||||||
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 71% of the average of the 2 lowest trading 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 | 126,422,535 | |||||||||||
Debt Instrument, Fair Value Disclosure | $ 187,484 | |||||||||||
Derivative, Gain (Loss) on Derivative, Net | 59,519 | |||||||||||
Derivative Gain Loss On Premium | $ 19,154 | |||||||||||
Default Interest Rate | 22.00% | |||||||||||
Convertible Note Power Up 168300 [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 91 and 120 Days [Member] | ||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 115.00% | |||||||||||
Convertible Note Power Up 168300 [Member] | Redeemable Convertible Debentures,Maturity Period,Between 121 and 150 Days [Member] | ||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | |||||||||||
Convertible Note Power Up 168300 [Member] | Redeemable Convertible Debentures,Maturity Period,Between 151 and 180 Days [Member] | ||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 125.00% | |||||||||||
Convertible Note Power Up 168300 [Member] | Redeemable Convertible Debentures, Maturity Period,Within 30 Days [Member] | ||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 100.00% | |||||||||||
Convertible Note Power Up 168300 [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 31 and 60 Days [Member] | ||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 105.00% | |||||||||||
Convertible Note Power Up 168300 [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 61 and 90 Days [Member] | ||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 110.00% | |||||||||||
Convertible Note Power Up 168300 [Member] | Maximum [Member] | ||||||||||||
Amortization of Debt Discount (Premium) | $ 92,917 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | |||||||||||
Convertible Note Power Up 140800 [Member] | ||||||||||||
Debt Instrument, Unamortized Discount | 129,295 | |||||||||||
Debt Instrument, Face Amount | $ 91,300 | 140,800 | ||||||||||
Proceeds from Issuance of Long-term Debt | $ 80,300 | $ 125,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 10.00% | ||||||||||
Amortization of Debt Discount (Premium) | $ 8,300 | $ 12,800 | ||||||||||
Legal Fees | $ 2,700 | $ 3,000 | ||||||||||
Amortization of Debt Issuance Costs | $ 21,254 | |||||||||||
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 71% of the 2 lowest trading 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 | 94,433,266 | |||||||||||
Convertible Note Power Up 140800 [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 91 and 120 Days [Member] | ||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 115.00% | 115.00% | ||||||||||
Convertible Note Power Up 140800 [Member] | Redeemable Convertible Debentures,Maturity Period,Between 121 and 150 Days [Member] | ||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | 120.00% | ||||||||||
Convertible Note Power Up 140800 [Member] | Redeemable Convertible Debentures,Maturity Period,Between 151 and 180 Days [Member] | ||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 125.00% | 125.00% | ||||||||||
Convertible Note Power Up 140800 [Member] | Redeemable Convertible Debentures, Maturity Period,Within 30 Days [Member] | ||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 100.00% | 100.00% | ||||||||||
Convertible Note Power Up 140800 [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 31 and 60 Days [Member] | ||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 105.00% | 105.00% | ||||||||||
Convertible Note Power Up 140800 [Member] | Redeemable Convertible Debentures,Maturity Period ,Between 61 and 90 Days [Member] | ||||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 110.00% | |||||||||||
Convertible Note Power Up 140800 [Member] | Maximum [Member] | ||||||||||||
Amortization of Debt Discount (Premium) | $ 118,295 | $ 113,495 | $ 108,041 | |||||||||
Amortization of Debt Issuance Costs | $ 21,254 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 154,915,783 | |||||||||||
Warrant Exchange [Member] | ||||||||||||
Amortization of Debt Discount (Premium) | $ 440,000 | |||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 37,500,000 | |||||||||||
Warrant Exchange [Member] | Maximum [Member] | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 164,002,727 | |||||||||||
Note and Warrant purchase [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 11,000 | $ 100,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||
Amortization of Debt Discount (Premium) | $ 40,000 | $ 403,934 | ||||||||||
Amortization of Debt Issuance Costs | $ 29,110 | $ 36,066 | ||||||||||
Redeemable Convertible Debenture Principal And Interest Percentage | 120.00% | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 101,718,107 | |||||||||||
Number Of Warrants Issued | 3,232,912 | |||||||||||
Share Price | $ 0.0206 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,334,951 | |||||||||||
Purchase price Note | $ 100,000 | |||||||||||
Note and Warrant purchase [Member] | Maximum [Member] | ||||||||||||
Amortization of Debt Discount (Premium) | $ 370,890 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 240,484,969 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Textual) $ / shares in Units, shares in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Derivative Liability | $ 658,005 |
Derivative, Gain (Loss) on Derivative, Net | $ 113,158 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 392 |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 1,247,434 |
Minimum [Member] | |
Share Price | $ / shares | $ 0.0102 |
Minimum [Member] | Measurement Input, Exercise Price [Member] | |
Derivative Liability, Measurement Input % | Pure | 0.0056 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Assumptions, Expected volatility | 86.00% |
Minimum [Member] | Measurement Input, Expected Term [Member] | |
Fair Value Assumptions, Expected Term | 1 year |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Assumptions, Expected Risk-free interest rate | 2.53% |
Maximum [Member] | |
Share Price | $ / shares | $ 0.0119 |
Maximum [Member] | Measurement Input, Exercise Price [Member] | |
Derivative Liability, Measurement Input % | Pure | 0.0206 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Assumptions, Expected volatility | 91.00% |
Maximum [Member] | Measurement Input, Expected Term [Member] | |
Fair Value Assumptions, Expected Term | 5 years |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Assumptions, Expected Risk-free interest rate | 2.57% |
Revaluation [Member] | |
Derivative Liability | $ 2,526,952 |
Share Price | $ / shares | $ 0.0101 |
Derivative, Gain (Loss) on Derivative, Net | $ 378,325 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 1,018,248 |
Revaluation [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Revaluation [Member] | Minimum [Member] | Measurement Input, Exercise Price [Member] | |
Derivative Liability, Measurement Input % | Pure | 0.0051 |
Revaluation [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Assumptions, Expected volatility | 88.00% |
Revaluation [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | |
Fair Value Assumptions, Expected Term | 1 month 6 days |
Revaluation [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Assumptions, Expected Risk-free interest rate | 2.40% |
Revaluation [Member] | Maximum [Member] | Measurement Input, Exercise Price [Member] | |
Derivative Liability, Measurement Input % | Pure | 0.0068 |
Revaluation [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | |
Fair Value Assumptions, Expected Term | 1 year |
Revaluation [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Assumptions, Expected Risk-free interest rate | 2.43% |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended |
Mar. 31, 2019$ / shares | |
Annual dividend yield | 0.00% |
Employee Stock Option [Member] | |
Annual dividend yield | 0.00% |
Common stock price | $ 0.0101 |
Minimum [Member] | |
Common stock price | 0.0102 |
Minimum [Member] | Employee Stock Option [Member] | |
Exercise Price | $ 0.00084 |
Expected life (years) | 3 years 3 months 18 days |
Risk-free interest rate | 2.21% |
Expected volatility | 83.00% |
Maximum [Member] | |
Common stock price | $ 0.0119 |
Maximum [Member] | Employee Stock Option [Member] | |
Exercise Price | $ 0.0206 |
Expected life (years) | 5 years |
Risk-free interest rate | 2.23% |
Expected volatility | 86.00% |
WARRANTS (Details 1)
WARRANTS (Details 1) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Outstanding at December 31, 2018 | 142,075,119 |
Issuances | 5,339,804 |
Exercises | (79,107,585) |
Anti-Dilution/Modification | 0 |
Forfeitures/cancellations | (9,698,736) |
Outstanding at March 31, 2019 | 58,608,602 |
Weighted Average Price at March 31, 2019 | $ / shares | $ 0.0037 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - Subsequent Event [Member] - Common Stock [Member] | 1 Months Ended |
May 15, 2019USD ($)shares | |
Subsequent Event [Line Items] | |
Conversion of Stock, Amount Issued | $ | $ 27,496,186 |
Debt Instrument, Convertible, Beneficial Conversion Feature | $ | $ 117,134 |
Stock Issued During Period, Shares, New Issues | shares | 8,514,103 |
Warrants Exercised | shares | 10,000,000 |