Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jun. 20, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | IIOT-OXYS, Inc. | ||
Entity Central Index Key | 0001290658 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Interactive data current | Yes | ||
Entity Incorporation State Code | NV | ||
Entity File Number | 000-50773 | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 0 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 24,212 | $ 39,226 |
Accounts Receivable, net | 28,004 | 33,000 |
Prepaid Expense | 3,710 | 4,452 |
Inventory | 0 | 317 |
Total Current Assets | 55,926 | 76,995 |
Intangible Assets, net | 397,492 | 446,992 |
Total Assets | 453,418 | 523,987 |
Current Liabilities | ||
Shares Payable to Related Parties | 1,102,645 | 449,729 |
Salaries Payable to Related Parties | 343,227 | 231,674 |
Accounts Payable | 164,562 | 146,288 |
Accrued Liabilities | 54,497 | 0 |
Total Current Liabilities | 1,664,931 | 827,691 |
Note Payable, net | 706,508 | 234,932 |
Due to stockholder | 1,000 | 1,000 |
Total Liabilities | 2,372,439 | 1,063,623 |
Commitments and Contingencies (Note 8) | 0 | 0 |
Stockholders' (Deficit) Equity | ||
Preferred stock $0.001 par value, 10,000,000 shares authorized; 0 issued and outstanding | 0 | 0 |
Common stock $0.001 par value, 190,000,000 shares authorized; 43,313,547 and 40,633,327 shares issued and outstanding, respectively | 43,314 | 40,633 |
Additional paid in capital | 3,077,972 | 2,572,751 |
Accumulated deficit | (5,040,307) | (3,153,020) |
Total Stockholders' Deficit | (1,919,021) | (539,636) |
Total Liabilities and Stockholders' Deficit | $ 453,418 | $ 523,987 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 43,313,547 | 40,633,327 |
Common stock, shares outstanding | 43,313,547 | 40,633,327 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | ||
Sales | $ 147,151 | $ 224,643 |
Cost of sales | 38,960 | 135,008 |
Gross profit | 108,191 | 89,635 |
Expenses | ||
Demo Parts | 570 | 3,217 |
Bank Service Charges | 3,467 | 718 |
Office Expenses | 34,650 | 38,279 |
Organization Costs | 19,997 | 22,930 |
Insurance | 17,268 | 24,518 |
Professional | 1,807,286 | 1,152,798 |
Travel | 32,684 | 15,645 |
Patent License Fee | 6,363 | 106,065 |
Amortization of Intangible Assets | 49,500 | 48,220 |
Total Expenses | 1,971,787 | 1,412,390 |
Other Income (Expenses): | ||
Gain on Forgiveness of Salaries Payable to Related Parties | 370,725 | 0 |
Loss on Extinguishment of Debt | (221,232) | 0 |
Interest expense | (173,183) | (291,729) |
Miscellaneous Income | 0 | 1,185 |
Total Other Income (Expense) | (23,690) | (290,544) |
Net Loss Before Income Taxes | $ (1,887,287) | $ (1,613,299) |
Loss per common share | $ (0.04) | $ (0.04) |
Weighted average number of shares outstanding - Basic and Diluted | 42,334,210 | 40,601,683 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders Equity - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2017 | 38,983,327 | |||
Beginning balance, value at Dec. 31, 2017 | $ 38,983 | $ 1,579,401 | $ (1,539,721) | $ 78,663 |
Acquisition of HereLab, shares | 1,650,000 | |||
Acquisition of HereLab, value | $ 1,650 | 493,350 | 495,000 | |
Beneficial conversion feature discount on note payable | 500,000 | 500,000 | ||
Net (loss) | (1,613,299) | (1,613,299) | ||
Ending balance, shares at Dec. 31, 2018 | 40,633,327 | |||
Ending balance, value at Dec. 31, 2018 | $ 40,633 | 2,572,751 | (3,153,020) | (539,636) |
Stock-based compensation, shares | 2,680,220 | |||
Stock-based compensation, value | $ 2,680 | 351,680 | 354,360 | |
Discount on notes payable | 153,541 | 153,541 | ||
Net (loss) | (1,887,287) | (1,887,287) | ||
Ending balance, shares at Dec. 31, 2019 | 43,313,547 | |||
Ending balance, value at Dec. 31, 2019 | $ 43,314 | $ 3,077,972 | $ (5,040,307) | $ (1,919,021) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (1,887,287) | $ (1,613,299) |
Adjustments to reconcile net loss to net cash (used) by operating activities: | ||
Loss on Extinguishment of Debt | 221,232 | 0 |
Stock based compensation | 354,360 | 449,729 |
Acquisition of Net Assets | 0 | (212) |
Amortization of Discount on Notes Payable | 93,886 | 234,932 |
Amortization of Intangible Assets | 49,500 | 48,220 |
Forgiveness of Salaries Payable to Related Parties | (370,725) | 0 |
(Increase) Decrease in: | ||
Accounts Receivable | 4,996 | 6,800 |
Inventory | 317 | (317) |
Prepaid Expense | 742 | 10,326 |
Escrow | 0 | 1,782 |
Licensing Agreement | 0 | 1,000 |
Increase (Decrease) in: | ||
Shares Payable to Related Parties | 652,916 | 0 |
Salaries Payable to Related Parties | 482,278 | 0 |
Accounts Payable | 18,274 | 339,402 |
Accrued Liabilities | 54,497 | 0 |
Net Cash Used By Operating Activities | (325,014) | (521,637) |
Cash Flows from Financing Activities: | ||
Cash Received from Convertible Note Payable | 310,000 | 500,000 |
Net Cash Provided by Financing Activities | 310,000 | 500,000 |
Net Decrease in Cash and Cash Equivalents | (15,014) | (21,637) |
Cash and Cash Equivalents at beginning of period | 39,226 | 60,863 |
Cash and Cash Equivalents at end of period | 24,212 | 39,226 |
Supplemental disclosure of cash flow information: | ||
Interest paid during the period | 53,367 | 56,797 |
Taxes paid during the period | $ 0 | $ 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Fair value of shares issued in acquisition of subsidiary | 0 | 495,000 |
Fair value of intangible assets received in acquisition of subsidiary | $ 0 | $ 495,212 |
Discount on notes payable | $ 153,541 | $ 0 |
1. Nature of Operations
1. Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. NATURE OF OPERATIONS The Company was only recently formed and is currently devoting substantially all its efforts in identifying, developing and marketing engineered products, software and services for applications in the Industrial Internet which involves collecting and processing data collected from a wide variety of industrial systems and machines. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company's financial statements are prepared on the accrual method of accounting. The accounting and reporting policies of the Company conform with generally accepted accounting principles (“ GAAP Principles of Consolidation The consolidated financial statements for December 31, 2019 include the accounts of IIOT-OXYS, Inc., OXYS Corporation, and HereLab, Inc. All significant intercompany balances and transactions have been eliminated. The consolidated financial statements for December 31, 2018 include the accounts of IIOT-OXYS, Inc., OXYS Corporation, and HereLab, Inc. as of the closing date of the acquisition agreement dated January 11, 2018. All significant intercompany balances and transactions have been eliminated. Revenue Recognition The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 606, Revenue from Contracts with Customers (“ ASC 606 According to ASC 606, the Company recognizes revenue based on the following criteria: · Identification of a contract or contracts, with a customer. · Identification of the performance obligations in the contract. · Determination of contract price. · Allocation of transaction price to the performance obligation. · Recognition of revenue when, or as, performance obligation is satisfied. The Company used a practical expedient available under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. The Company has elected to treat shipping and handling activities as cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes. Use of Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company was only recently formed, has incurred continuing operating losses and has an accumulated deficit of $5,040,307 and $3,153,020 at December 31, 2019 and 2018, respectively. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management believes that it will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next 12 months by generating cash through additional borrowings and/or issuances of equity securities, as needed. However, there can be no assurance that the Company will be able to generate sufficient liquidity to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Concentration of Risk Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized. The Company’s policy is to place its cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC), up to $250,000. At December 31, 2019 and 2018, the Company had no amounts in excess of the FDIC insurance limit. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all unrestricted highly liquid investments with an original maturity of three months or less to be cash equivalents. Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company determines the allowance for doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded as income when received. There was no allowance for doubtful accounts at December 31, 2019 and 2018. Fair Value of Financial Instruments The fair value of the Company’s financial instruments is determined in accordance with ASC 820, Fair Value Measurements and Disclosures. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant adjustments to the carrying value or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment. Convertible Debt Convertible debt is accounted for under FASB ASC 470, Debt – Debt with Conversion and Other Options. Basic and Diluted Net Loss Per Common Share The Company computes basic and diluted net loss attributable to common stockholders for the period under ASC 260-10, Earnings Per Share. |
3. Recent Accounting Pronouncem
3. Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | 3. RECENT ACCOUNTING PRONOUNCEMENTS ASU 2016-02 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (" ROU ASU 2018-07 In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, which aligned certain aspects of share-based payments accounting between employees and nonemployees. Specifically, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied and an entity considers the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. On January 1, 2019, the Company adopted ASU 2018-17. The new standard did not have a significant impact on the Company’s financial statements or disclosures. ASU 2019-12 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Other accounting standards that have been issued or proposed by FASB and do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
4. Fair Value Measurements
4. Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. FAIR VALUE MEASUREMENTS ASC 820 "Fair Value Measurements," defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: · Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. · Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable. · Level 3—Unobservable inputs that reflect the reporting entity’s own assumptions. The following tables set forth the liabilities measured at fair value on a non-recurring basis presented in the Company’s consolidated financial statements as of December 31, 2019 and 2018: December 31, 2019 Level 1 Level 2 Level 3 Total Shares issued in acquisition of HereLab $ – $ – $ – $ – Accrued share compensation – – 1,102,645 1,102,645 Total fair value $ – $ – $ 1,102,645 $ 1,102,645 December 31, 2018 Level 1 Level 2 Level 3 Total Shares issued in acquisition of HereLab $ – $ – $ 495,000 $ 495,000 Accrued share compensation 32,500 – 417,229 449,729 Total fair value $ 32,500 $ – $ 912,229 $ 944,729 The shares of common stock associated with the Level 3 accrued share compensation liability are the unvested shares earned on a pro-rata basis as of December 31, 2019 and 2018 related to the consulting agreements discussed in Note 7. The fair value was calculated based on comparable adjusted amounts the Company was raising funds at multiplied by the total shares agreed upon on the effective date of the respective agreements. The share compensation amount is amortized over the life of the agreements. The shares of common stock associated with the Level 1 accrued share compensation liability are shares issued to a consultant in exchange for work provided during the period, but not yet issued as of December 31, 2018, related to a settlement agreement discussed in Note 7. The fair value was calculated based on market prices for the shares in an active market on the effective date of the agreement. The shares of common stock associated with the Level 3 shares issued in the acquisition of Herelab as of December 31, 2018 were valued based on comparable adjusted amounts the Company was raising funds at on the effective date of the agreement. |
5. Income Taxes
5. Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. INCOME TAXES The Company accounts for income taxes in accordance with ASC Topic No. 740. This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. Income tax returns open for examination by the Internal Revenue Service consist of tax years ended December 31, 2019, 2018 and 2017. The Company has available at December 31, 2019, unused operating loss carryforwards of approximately $5,040,911 which may be applied against future taxable income and which expire in various years through 2036. However, if certain substantial changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net operating loss carryforward which can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards and other temporary differences of approximately $1,303,076 and $815,056 at December 31, 2019 and 2018, respectively, and therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in the valuation allowance is approximately $488,020 and $417,038 for the years ended December 31, 2019 and 2018, respectively. Deferred tax assets are comprised of the following: December 31, December 31, NOL carryover $ 1,303,076 $ 815,056 Valuation allowance (1,303,076 ) (815,056 ) Net deferred tax asset $ – $ – The reconciliation of the provisions for income taxes computed at the U.S. federal statutory tax rate (21%) to the Company’s effective tax rate for the periods ended December 31, 2019 and 2018 is as follows: December 31, December 31, Book loss $ 396,457 $ 338,793 State taxes 91,563 78,245 Change in valuation allowance (488,020 ) (417,038 ) Provision for income taxes $ – $ – |
6. Intangible Assets, Net
6. Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 6. INTANGIBLE ASSETS, NET The Company’s intangible assets comprise of intellectual property revolving around their field tests, sensor integrations, and board designs. Intangible assets, net of amortization at December 31, 2019 and 2018 amounted to $397,492 and $446,992, respectively. December 31, December 31, Intangible Assets $ 495,000 $ 495,000 Accumulated amortization (97,508 ) (48,008 ) Intangible Assets, net $ 397,492 $ 446,992 At December 31, 2019 the Company determined that none of its intangible assets were impaired. Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives of ten years. Amortization expense of finite-lived intangibles was $49,500 and $48,220 for the years ended December 31, 2019 and 2018, respectively. The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2019: Amortization expense 2020 49,500 2021 49,500 2022 49,500 2023 49,500 2024 49,500 Thereafter 149,992 397,492 |
7. Commitments and Contingencie
7. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES In prior years, the Company entered into consulting agreements with one director, three executive officers, and one engineer of the Company which include commitments to issue shares of the Company’s common stock from the Company’s Stock Incentive Plans. Two agreements have been terminated and shares have been issued in conjunction with the related separation agreements, but the vested shares related to the remaining consulting agreements with the three executive officers have not yet been issued and therefore remain a liability. According to the remaining three agreements, 1,269,000 shares vested in 2019, 2,400,000 shares of common stock will vest in 2020, and 3,600,000 shares of common stock will vest in 2021. According to the agreements with the executive officers the shares vest annually over three years on the anniversary of each agreement. In the event that the agreement is terminated by either party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of the effective date of the termination of the agreement and all unearned, unvested shares shall be terminated. The value of the shares was assigned at fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized at the end of each reporting period. The Company accrued $1,102,645 and $944,467 in shares payable in conjunction with these agreements as of December 31, 2019 and 2018, respectively. A summary of these agreements is as follows. On March 11, 2019, the Company’s Board of Directors approved the Consulting Agreement dated effective June 4, 2018 with its CEO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the CEO pursuant to the agreement are those customary for the position in which the CEO is serving. The CEO shall receive a monthly fee of $15,000 which accrues unless converted into shares of common stock of the Company at a conversion rate specified in the agreement. Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $5,000 of the monthly fee will be paid to the CEO in cash and the remainder will continue to accrue. Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the CEO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital raise. As of the effective date, the Company shall issue to the CEO an aggregate of 3,060,000 shares of the Company’s common stock which vest as follows: 1. 560,000 shares on the first-year anniversary of the effective date; 2. 1,000,000 shares on the second-year anniversary of the effective date; and 3. 1,500,000 shares on the third-year anniversary of the effective date. The shares are issued under the 2019 Stock Incentive Plan. Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. As of December 31, 2019, 560,000 shares had vested, but were not yet issued. On March 11, 2019, the Company’s Board of Directors approved the Consulting Agreement dated effective October 1, 2018 with its COO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the COO pursuant to the agreement are those customary for the position in which the COO is serving. The COO shall receive a monthly fee of $12,750 which accrues unless converted into shares of common stock of the Company at a conversion rate specified in the agreement. Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $4,250 of the monthly fee will be paid to the COO in cash and the remainder will continue to accrue. Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the COO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital raise. As of the effective date, the Company shall issue to the COO an aggregate of 2,409,000 shares of the Company’s common stock which vest as follows: 1. 409,000 shares on the first-year anniversary of the effective date; 2. 800,000 shares on the second-year anniversary of the effective date; and 3. 1,200,000 shares on the third-year anniversary of the effective date. The shares are issued under the 2017 Stock Incentive Plan. Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. As of December 31, 2019, 409,000 shares had vested, but were not yet issued. On March 11, 2019, the Company’s Board of Directors approved the Amended and Restated Consulting Agreement dated effective April 23, 2018 with its CTO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the CTO pursuant to the agreement are those customary for the position in which the CTO is serving. The CTO shall receive a monthly fee of $9,375 which accrues unless converted into shares of common stock of the Company at a conversion rate specified in the agreement. Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $3,125 of the monthly fee will be paid to the CTO in cash and the remainder will continue to accrue. Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the CTO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital raise. As of the effective date, the Company shall issue to the CTO an aggregate of 1,800,000 shares of the Company’s common stock which vest as follows: 1. 300,000 shares on the first-year anniversary of the effective date; 2. 600,000 shares on the second-year anniversary of the effective date; and 3. 900,000 shares on the third-year anniversary of the effective date. As of December 31, 2019, 300,000 shares had vested, but were not yet issued. |
8. Stockholders' Equity
8. Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 8. STOCKHOLDERS' EQUITY Common Stock The Company has authorized 190,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock. At December 31, 2019 and 2018, the Company had 43,313,547 and 40,633,327 shares of common stock and no shares of preferred stock issued and outstanding, respectively. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available, therefore. In the event of liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. On March 16, 2017, the Board of Directors of IIOT-OXYS, Inc. and a majority of the shareholders of IIOT-OXYS, Inc. approved the IIOT-OXYS, Inc. 2017 Stock Awards Plan, (the “ Plan The aggregate number of common shares that may be issued under the Plan were 7,000,000 common shares. No further awards were to be granted under the Plan after ten years following the effective date. The Plan was to remain in effect until all awards granted under the Plan had been satisfied or expired. This Plan was terminated and replaced by the 2017 Stock Inventive Plan (the “ 2017 Plan Effective Date Awards may be made under the 2017 Plan for up to 4,500,000 shares of common stock of the Company. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the 2017 Plan. No awards can be granted under the 2017 Plan after the expiration of 10 years from the Effective Date but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards. With the approval of the 2017 Stock Incentive Plan, the Board terminated the 2017 Stock Awards Plan with no awards having been granted thereunder. On March 11, 2019 (the “ Effective Date Plan Shares earned and issued related to the consulting agreements discussed in Note 7 are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan. Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. A summary of the status of the Company’s non-vested shares as of December 31, 2019 and changes during the year then ended, is presented below: Non-vested Shares of Common Stock Weighted Average Fair Value Balance at December 31, 2018 7,469,000 $ 0.30 Awarded – – Vested (1,319,000 ) 0.30 Forfeited (150,000 ) 0.30 Balance at December 31, 2019 6,000,000 $ 0.30 As of December 31, 2019 and 2018, there was $1,078,055 and $1,854,873, respectively, of total unrecognized compensation costs related to the non-vested share-based compensation arrangements awarded to consultants. That cost is expected to be recognized over a weighted-average period of 1.4 years. The total fair value of shares vested during the year ended December 31, 2019 and 2018 was $723,068 and $449,729, respectively. A consulting agreement with an engineer was terminated upon the resignation of the engineer on August 30, 2019 as of which 50,000 earned shares were vested and were issued on October 10, 2019 amounting to $6,250. A consulting agreement with a director was terminated upon the resignation of the director on September 20, 2018 and, pursuant to a Settlement Agreement, 104,673 earned shares were vested and issued on January 1, 2019 amounting to $21,458. On January 11, 2018 the Company issued 1,650,000 shares in acquisition of HereLab, Inc. in the amount of $495,000. On October 5, 2018 the Company entered into a Settlement Agreement with a consultant in which 650,000 shares were issued on February 28, 2019 in the amount of $7,800. On January 10, 2019, the Company entered into a Strategic Advisory Agreement with a consultant. The initial term of the agreement is 90 days from the date of the agreement and will be renewed for an additional 90-day term unless either party gives written notice at least ten days prior to the expiration of the initial term. Pursuant to the agreement, the consultant provided the Company consulting services pertaining to strategic planning for marketing and capital raising. In consideration of receipt of the services, the Company issued to the consultant 1,885,547 shares of the Company’s common stock amounting to $249,402 as of December 31, 2019. The agreement was terminated August 31, 2019. On March 7, 2019, the Board of Directors of the Company approved the Financial Consulting Agreement dated effective March 4, 2019 with a consultant pursuant to which the Company issued to the consultant 500,000 shares of the Company’s common stock amounting to $60,000 in exchange for consulting services provided by the consultant to the Company. The term of the agreement was six months and was not renewed. On July 12, 2019 the Board of Directors of the Company approved an issuance of 25,000 shares of the Company’s common stock amounting to $2,500 to a consultant as a bonus for services performed. On September 6, 2019, the Company entered into a Financial Public Relations Agreement. The term of the Agreement is 45 days from the date of the Agreement and will be renewed upon written consent of the parties. The agreement was not renewed. Pursuant to the Agreement, the consultant provided the Company consulting services pertaining to investor relations. In consideration of receipt of the services the Company issued to the consultant 50,000 shares of the Company’s common stock amounting to $6,950. Total share-based compensation for the year ended December 31, 2019 and 2018 was $1,035,454 and $449,729, respectively. Warrants A summary of the status of the Company’s warrants as of December 31, 2019 and 2018 and changes during the year then ended, is presented below: Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2017 – Issued 384,615 $ 0.75 Exercised – Expired/Forfeited – Outstanding at December 31, 2018 384,615 $ 0.75 4.1 years Issued 1,242,917 $ 0.19 Exercised – Expired/Forfeited – Outstanding at December 31, 2019 1,627,532 $ 0.21 4.5 years |
9. Earnings Per Share
9. Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted net loss per share of common stock for the year ended December 31, 2019 and 2018: Year ended 2019 2018 Net loss attributable to common stockholders (basic) $ (1,887,287 ) $ (1,613,229 ) Shares used to compute net loss per common share, basic and diluted 42,334,210 40,601,683 Net loss per share attributable to common stockholders, basic and diluted $ (0.04 ) $ (0.04 ) Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities which include stock options, convertible debt, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position. The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the year ended December 31, 2019 and 2018 because their inclusion would be anti-dilutive: December 31, December 31, Warrants to purchase common stock 1,627,532 384,615 Potentially issuable shares related to convertible notes payable 4,787,447 – Potentially issuable vested shares to directors and officers 1,269,000 104,673 Potentially issuable unvested shares to officers 6,000,000 7,469,000 Total anti-dilutive common stock equivalents 13,683,979 7,958,288 |
10. Convertible Note Payable
10. Convertible Note Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | 10. CONVERTIBLE NOTE PAYABLE On January 18, 2018, the Board of Directors of the Company approved a non-public offering of up to $1,000,000 aggregate principal amount of its 12% Senior Secured Convertible Notes. The notes are convertible, in whole or in part, into shares of the Company’s common stock, at any time at a rate of $0.65 per share with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election. The notes bear interest at a rate of 12% per annum and interest payments will be made on a quarterly basis. The notes mature January 15, 2020. The notes are governed by a Securities Purchase Agreement and are secured by all the assets of the Company pursuant to a Security and Pledge Agreement. In addition to the issuance of the notes in the offering, the Company’s Board of Directors approved, as part of the offering, the issuance of warrants to purchase one share of the Company’s common stock for 50% of the number of shares of common stock issuable upon conversion of each note. Each warrant is immediately exercisable at $0.75 per share, contains certain anti-dilution down-round features and expires on January 15, 2023. If the Company ever defaults on the loan the warrants to be issued will increase from 50% of the number of shares of common stock issuable upon conversion to 100%. On January 22, 2018, the Company entered into a SPA and Security and Pledge Agreement with its first investor in the offering and issued a note to the investor in the principal amount of $500,000. Subscription funds were received by the Company from the investor on February 7, 2018. In addition to the note, the Company issued to the investor 384,615 warrants. The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11. The proceeds received upon issuing the note and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $838,404 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 2.1%; and volatility of 142%. The effective conversion rate resulted in a Beneficial Conversion Feature greater than the proceeds received. Thus, the discount was limited to the proceeds received of $500,000 and was amortized to interest expense using the effective interest method over the term of the note. On March 7, 2019, the Board of Directors of the Company approved Amendment No. 1 to the 12% Senior Secured Convertible Promissory Note and the Warrant Agreement, each issued January 22, 2018, respectively, to the note holder. The amendments (i) extend the maturity date of the note to March 1, 2021 and extend the term of the warrants to March 6, 2024, (ii) lower the conversion price of the note and the exercise price of the warrants to $0.20 and $0.30, respectively, and (iii) add an adjustment to the conversion and exercise price of the note and warrants, respectively, in the event the Company does not achieve certain milestones during calendar 2019. The fair value of the warrants is $25,162 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 2.6%; and volatility of 127%. The effective conversion rate resulted in a discount of $23,956 and is amortized to interest expense using the effective interest method over the term of the note. The Company recognized a loss on extinguishment of debt of $221,232 related to the decrease in conversion price. On January 1, 2020, the Company failed to achieve certain milestones during calendar 2019 and, as such, the conversion/exercise prices of the note and warrants were adjusted to $0.10 and $0.15, respectively. For the year ended December 31, 2019 and 2018 interest expense paid to the investor amounted to $44,877 and $56,384, respectively. The Company also accrued $15,123 and $0 in interest expense as of December 31, 2019 and 2018, respectively. For year ended December 31, 2019 and 2018 the Company also amortized to interest expense $53,755 and $234,932, respectively. The unpaid principal balance of the note is $500,000 at December 31, 2019 and December 31, 2018 and the remaining unamortized discount is $14,038 and $265,068, respectively. On January 22, 2019, the Company entered into a Securities Purchase Agreement and Security and Pledge Agreement with a single investor and issued a Secured Convertible Promissory Note to the investor in the principal amount of $55,000. In addition to the note, the Company issued to the investor 36,667 warrants. Each warrant is immediately exercisable at $0.75 per share, contains certain anti-dilution down-round features and expires on January 22, 2024. If the Company ever defaults on the loan the warrants to be issued will increase from 50% of the number of shares of common stock issuable upon conversion to 100%. The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11. The proceeds received upon issuing the note and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $3,217 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 2.6%; and volatility of 128%. The effective conversion rate resulted in a discount of $3,039 and is amortized to interest expense using the effective interest method over the term of the note. For the year ended December 31, 2019 interest expense paid to the investor amounted to $0. The unpaid principal balance of the note and accrued interest is $55,000 and $2,584, respectively, at December 31, 2019, the remaining unamortized discount is $194. For the year ended December 31, 2019 the Company also amortized to interest expense $2,846 from the amortization of the discount. This note and accrued interest is due to a related party. On March 7, 2019, the Board of Directors of the Company approved a non-public offering of up to $500,000 aggregate principal amount of its 12% Senior Secured Convertible Notes. The notes are convertible, in whole or in part, into shares of the Company’s common stock, at any time at a rate of $0.20 per share with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election. The notes bear interest at a rate of 12% per annum and interest payments will be made on a quarterly basis. The notes mature March 1, 2021. The conversion price of the notes is also subject to adjustments if the Company does not achieve certain milestones during the calendar year 2019. The notes are governed by a Securities Purchase Agreement and are secured by all the assets of the Company pursuant to a Security and Pledge Agreement. Funding is subject to the occurrence of certain milestones, as stated in the SPA. In addition to the issuance of the notes in the offering, the Company’s Board of Directors approved, as part of the offering, the issuance of warrants to purchase one share of the Company’s common stock for 50% of the number of shares of common stock issuable upon conversion of each note. Each warrant is immediately exercisable at $0.30 per share and expires five years from the issuance date. The exercise price of the warrants is also subject to adjustments if the Company does not achieve certain milestones during the calendar year 2019. On March 6, 2019, the Company entered into SPAs and Security and Pledge Agreements with its first two investors in the offering and issued notes to the investors in the aggregate principal amount of $100,000. Subscription funds were received by the Company from the investors on March 6, 2019. In addition to the notes, the Company issued to the investors an aggregate of 250,000 warrants. Each warrant is immediately exercisable at $0.30 per share, contains certain anti-dilution down-round features and expires on March 6, 2024. If the Company ever defaults on the loan the warrants to be issued will increase from 50% of the number of shares of common stock issuable upon conversion to 100%. The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11. On January 1, 2020, the Company failed to achieve certain milestones during calendar 2019 and, as such, the conversion/exercise prices of the note and warrants were adjusted to $0.10 and $0.15, respectively. The proceeds received upon issuing the notes and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $12,646 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 2.5%; and volatility of 127%. The effective conversion rate resulted in a discount of $11,226 and is amortized to interest expense using the effective interest method over the term of the notes. The unpaid principal balance of the notes is $100,000, accrued interest is $3,025 and the balance of the unamortized discount is $2,037 at December 31, 2019. Interest expense paid to the investors amounted to $6,838 for the year ended December 31, 2019. For the year ended December 31, 2019, the Company also amortized to interest expense $9,189 from the amortization of the discount. On August 2, 2019, the Company entered into a Securities Purchase Agreement with an investor for the purchase of a 12% Secured Convertible Note in the principal amount of up to $125,000. The note is convertible, in whole or in part, into shares of the Company’s common stock, at any time at a rate of $0.08 per share with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election. The note bears interest at a rate of 12% per annum and interest payments will be made on a quarterly basis. The note matures August 2, 2021. $75,000, $25,000 and $25,000 subscription funds were received by the Company from the investor on August 2, 2019, September 6, 2019, and October 16, 2019, respectively. In addition to the note, the Company issued to the investor an aggregate of 781.250 warrants. The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11. The proceeds received upon issuing the note and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $71,035 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 1.6%; and volatility of 132%. The effective conversion rate resulted in a discount of $104,941 and is amortized to interest expense using the effective interest method over the term of the note. The unpaid principal balance of the notes is $125,000, the accrued interest is $3,649 and the balance of the unamortized discount is $86,646 at December 31, 2019. Interest expense paid to the investor amounted to $1,652 for the year ended December 31, 2019. For the year ended December 31, 2019, the Company also amortized to interest expense $18,295 from the amortization of the discount. This note is payable to and the interest expense was paid to a related party. On August 29, 2019, the Company entered into a Securities Purchase Agreement with an investor for the purchase of a Convertible Promissory Note in the principal amount of up to $105,000. The Note is not convertible within 180 days of receipt of funds for the first closing and is then convertible, in whole or in part, into shares of the Company’s Common Stock at a rate of $0.20 per share. Upon an “Event of Default,” as defined in the note, the conversion price becomes the “Variable Conversion Price” which is defined in the note as “60% multiplied by the Marked Price.” “Market Price” is defined in the note as “the lowest one (1) Trading Price (as defined in the note) for the common stock during the twenty-five (25) Trading Day period ending on the last complete Trading Day prior to the Conversion Date.” The note bears interest at a rate of 10% per annum with principal and accrued and unpaid interest payable one year from the receipt of funds for each tranche under the note. Subscription funds of $30,000 were received by the Company from the investor on September 6, 2019 for which the Company paid a purchase price of $35,000. In addition to the notes, the Company issued to the investor an aggregate of 175,000 warrants. The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11. The proceeds received upon issuing the notes and warrants were allocated to each instrument on a relative fair value basis. The initial fair value of the warrants was $15,868 determined using the Black-Scholes valuation model with the following assumptions: expected term of 2.5 years; risk free interest rate of 1.4%; and volatility of 132%. The effective conversion rate resulted in a discount of $10,378 and is amortized to interest expense using the effective interest method over the term of the notes. The unpaid principal balance of the notes is $35,000, accrued interest is $1,112 and the balance of the unamortized discount is $3,764 at December 31, 2019. For the year ended December 31, 2019 the Company also amortized to interest expense $6,615 from the amortization of the discount. There is an additional discount of $5,000 on the note resulting from the difference between the purchase price and the subscription funds received. For the year ended December 31, 2019 $3,187 has been amortized to interest expense leaving an unamortized balance of $1,813 as of December 31, 2019. |
11. Related Parties
11. Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | 11. RELATED PARTIES At December 31, 2019 and 2018 the amount due to stockholders was $1,000. The balance is payable to two stockholders related to opening bank balances. At December 31, 2019 and 2018 accounts payable due to three officers was $343,227 and $237,514, respectively. The majority of the balance is related to deferred salary expenses while the remainder is related to reimbursable expenses that were incurred throughout the year. During the year ended December 31, 2019 the three officers forgave accrued salaries amounting to $370,725. In January 2018 the Company entered into a lease agreement with a stockholder of the Company and paid monthly installments of $2,000 which terminated on December 31, 2018. The Company renewed the lease agreement in January 2019 for monthly installments of $2,000 which terminated on June 30, 2019, the Company now rents month to month. For the year ended December 31, 2019 and 2018, rent expense earned by the stockholder amounted to $24,000, while $15,000 and $6,000 of the rent expense is in accounts payable as of December 31, 2019 and 2018, respectively. The Company entered into a verbal arrangement in June of 2017 with a company controlled by a shareholder to provide administrative services. Total payments to the related party for administrative services amounted to $0 and $26,000 for the year ended December 31, 2019 and 2018, respectively. For the year ended December 31, 2019 professional expense paid to directors and officers of the Company amounted to $0 and $130,000, respectively. For the year ended December 31, 2019 and 2018, travel expense paid on behalf of directors and officers of the Company amounted to approximately $10,000 and $8,000, respectively. |
12. Subsequent Events
12. Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined that there were the following items to disclose: Six months from receipt of the first tranche of $35,000 under the Convertible Promissory Note issued on August 29, 2019, the Company failed to pay the accrued and unpaid interest, which is considered an “Event of Default” under the note. As a result, the conversion price became a “Variable Conversion Price.” Also, as a result of the occurrence of the “Event of Default,” all amounts owing under the note became immediately due and payable and the Company became obligated to pay to the holder 175% of the then outstanding balance of the note and all unpaid principal and unpaid interest accrued interest at 15%. During 2020, the holder of the note had converted $35,000 of principle plus fees into shares of Common Stock and, as of the date hereof, the amount of principle owing under the note is $0. As a result of the conversions by the holder at a conversion price below the warrant exercise price of $0.20, the exercise price of the warrants was adjusted to $0.00084. During 2020, the holder of the note exercised 38,038,165 warrants at conversion prices ranging from $0.026 to $0.060. On May 20, 2020, the second closing of the Convertible Promissory Note occurred pursuant to which the Company paid a purchase price of $35,000 and received gross proceeds of $29,300. In addition to the issuance of the note, the Company issued to the holder warrants to purchase one share of the Company’s Common Stock for 100% of the number of shares of Common Stock issuable upon conversion of the funds received in the second closing. Each warrant is immediately exercisable at $0.20 per share, unless adjusted, and expires on May 20, 2025. During 2020, the Company applied for and received funding from the Payroll Protection Program (the “ PPP Loan CARES Act The Company is closely monitoring the impact of the 2019 novel coronavirus, or COVID-19, on all aspects of its business. COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020 and the President of the United States declared the COVID-19 outbreak a national emergency. The Company has implemented contingency plans, with office-based employees working remotely where possible. While the COVID-19 pandemic has not had a material adverse impact on the Company’s operations to date, the future impacts of the pandemic and any resulting economic impact are largely unknown and rapidly evolving. It is possible that the COVID-19 pandemic, the measures taken by the governments of countries affected and the resulting economic impact may materially and adversely affect the Company’s results of operations, cash flows and financial position as well as its customers. On June 12, 2020, the Company entered into Amendment No. 1 to the 5% Secured Promissory Note with Cambridge Medspace, LLC, a Massachusetts limited liability company, pursuant to which the Note was amended to extend the maturity date to January 22, 2021. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company's financial statements are prepared on the accrual method of accounting. The accounting and reporting policies of the Company conform with generally accepted accounting principles (“ GAAP |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements for December 31, 2019 include the accounts of IIOT-OXYS, Inc., OXYS Corporation, and HereLab, Inc. All significant intercompany balances and transactions have been eliminated. The consolidated financial statements for December 31, 2018 include the accounts of IIOT-OXYS, Inc., OXYS Corporation, and HereLab, Inc. as of the closing date of the acquisition agreement dated January 11, 2018. All significant intercompany balances and transactions have been eliminated. |
Revenue Recognition | Revenue Recognition The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 606, Revenue from Contracts with Customers (“ ASC 606 According to ASC 606, the Company recognizes revenue based on the following criteria: · Identification of a contract or contracts, with a customer. · Identification of the performance obligations in the contract. · Determination of contract price. · Allocation of transaction price to the performance obligation. · Recognition of revenue when, or as, performance obligation is satisfied. The Company used a practical expedient available under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. The Company has elected to treat shipping and handling activities as cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes. |
Use of Estimates | Use of Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company was only recently formed, has incurred continuing operating losses and has an accumulated deficit of $5,040,307 and $3,153,020 at December 31, 2019 and 2018, respectively. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management believes that it will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next 12 months by generating cash through additional borrowings and/or issuances of equity securities, as needed. However, there can be no assurance that the Company will be able to generate sufficient liquidity to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized. The Company’s policy is to place its cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC), up to $250,000. At December 31, 2019 and 2018, the Company had no amounts in excess of the FDIC insurance limit. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all unrestricted highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company determines the allowance for doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded as income when received. There was no allowance for doubtful accounts at December 31, 2019 and 2018. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s financial instruments is determined in accordance with ASC 820, Fair Value Measurements and Disclosures. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. |
Long-lived Assets | Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant adjustments to the carrying value or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment. |
Convertible Debt | Convertible Debt Convertible debt is accounted for under FASB ASC 470, Debt – Debt with Conversion and Other Options. |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share The Company computes basic and diluted net loss attributable to common stockholders for the period under ASC 260-10, Earnings Per Share. |
4. Fair Value Measurements (Tab
4. Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair value at non recurring basis | The following tables set forth the liabilities measured at fair value on a non-recurring basis presented in the Company’s consolidated financial statements as of December 31, 2019 and 2018: December 31, 2019 Level 1 Level 2 Level 3 Total Shares issued in acquisition of HereLab $ – $ – $ – $ – Accrued share compensation – – 1,102,645 1,102,645 Total fair value $ – $ – $ 1,102,645 $ 1,102,645 December 31, 2018 Level 1 Level 2 Level 3 Total Shares issued in acquisition of HereLab $ – $ – $ 495,000 $ 495,000 Accrued share compensation 32,500 – 417,229 449,729 Total fair value $ 32,500 $ – $ 912,229 $ 944,729 |
5. Income Taxes (Tables)
5. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets are comprised of the following: December 31, December 31, NOL carryover $ 1,303,076 $ 815,056 Valuation allowance (1,303,076 ) (815,056 ) Net deferred tax asset $ – $ – |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the provisions for income taxes computed at the U.S. federal statutory tax rate (21%) to the Company’s effective tax rate for the periods ended December 31, 2019 and 2018 is as follows: December 31, December 31, Book loss $ 396,457 $ 338,793 State taxes 91,563 78,245 Change in valuation allowance (488,020 ) (417,038 ) Provision for income taxes $ – $ – |
6. Intangible Assets, Net (Tabl
6. Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Net of Amortization | Intangible assets, net of amortization at December 31, 2019 and 2018 amounted to $397,492 and $446,992, respectively. December 31, December 31, Intangible Assets $ 495,000 $ 495,000 Accumulated amortization (97,508 ) (48,008 ) Intangible Assets, net $ 397,492 $ 446,992 |
Schedule of future amortization | The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2019: Amortization expense 2020 $ 49,500 2021 49,500 2022 49,500 2023 49,500 2024 49,500 Thereafter 149,992 $ 397,492 |
8. Stockholders' Equity (Tables
8. Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of non-vested shares | A summary of the status of the Company’s non-vested shares as of December 31, 2019 and changes during the year then ended, is presented below: Non-vested Shares of Common Stock Weighted Average Fair Value Balance at December 31, 2018 7,469,000 $ 0.30 Awarded – – Vested (1,319,000 ) 0.30 Forfeited (150,000 ) 0.30 Balance at December 31, 2019 6,000,000 $ 0.30 |
Summary of warrant activity | A summary of the status of the Company’s warrants as of December 31, 2019 and 2018 and changes during the year then ended, is presented below: Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2017 – Issued 384,615 $ 0.75 Exercised – Expired/Forfeited – Outstanding at December 31, 2018 384,615 $ 0.75 4.1 years Issued 1,242,917 $ 0.19 Exercised – Expired/Forfeited – Outstanding at December 31, 2019 1,627,532 $ 0.21 4.5 years |
9. Earnings Per Share (Tables)
9. Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per share | The following table sets forth the computation of basic and diluted net loss per share of common stock for the year ended December 31, 2019 and 2018: Year ended 2019 2018 Net loss attributable to common stockholders (basic) $ (1,887,287 ) $ (1,613,229 ) Shares used to compute net loss per common share, basic and diluted 42,334,210 40,601,683 Net loss per share attributable to common stockholders, basic and diluted $ (0.04 ) $ (0.04 ) |
Antidilutive shares | The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the year ended December 31, 2019 and 2018 because their inclusion would be anti-dilutive: December 31, December 31, Warrants to purchase common stock 1,627,532 384,615 Potentially issuable shares related to convertible notes payable 4,787,447 – Potentially issuable vested shares to directors and officers 1,269,000 104,673 Potentially issuable unvested shares to officers 6,000,000 7,469,000 Total anti-dilutive common stock equivalents 13,683,979 7,958,288 |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Cash in excess of FDIC insurance | 0 | 0 |
Accumulated deficit | $ (5,040,307) | $ (3,153,020) |
4. Fair Value Measurements (Det
4. Fair Value Measurements (Details - Non-recurring basis) - Fair Value Measurements Recurring [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair value of derivative liability | $ 1,102,645 | $ 944,729 |
Shares Issued in Acquisition [Member] | ||
Fair value of derivative liability | 0 | 495,000 |
Accrued Stock Compensation [Member] | ||
Fair value of derivative liability | 1,102,645 | 449,729 |
Fair Value Inputs Level 1 [Member] | ||
Fair value of derivative liability | 0 | 32,500 |
Fair Value Inputs Level 1 [Member] | Shares Issued in Acquisition [Member] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value Inputs Level 1 [Member] | Accrued Stock Compensation [Member] | ||
Fair value of derivative liability | 0 | 32,500 |
Fair Value Inputs Level 2 [Member] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value Inputs Level 2 [Member] | Shares Issued in Acquisition [Member] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value Inputs Level 2 [Member] | Accrued Stock Compensation [Member] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value Inputs Level 3 [Member] | ||
Fair value of derivative liability | 1,102,645 | 912,229 |
Fair Value Inputs Level 3 [Member] | Shares Issued in Acquisition [Member] | ||
Fair value of derivative liability | 0 | 495,000 |
Fair Value Inputs Level 3 [Member] | Accrued Stock Compensation [Member] | ||
Fair value of derivative liability | $ 1,102,645 | $ 417,229 |
5. Income Taxes (Details - Defe
5. Income Taxes (Details - Deferred tax assets) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
NOL carryover | $ 1,303,076 | $ 815,056 |
Valuation allowance | (1,303,076) | (815,056) |
Net deferred tax asset | $ 0 | $ 0 |
5. Income Taxes (Details - Reco
5. Income Taxes (Details - Reconciliation) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Book Loss | $ 396,457 | $ 338,793 |
State taxes | 91,563 | 78,245 |
Change in valuation allowance | (488,020) | (417,038) |
Provision for Income Taxes | $ 0 | $ 0 |
5. Income Taxes (Details Narrat
5. Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 5,040,911 |
NOL expiration date | Dec. 31, 2036 |
6. Intangible Assets, Net (Deta
6. Intangible Assets, Net (Details - Intangible assets) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | $ 495,000 | $ 495,000 |
Accumulated amortization | (97,508) | (48,008) |
Intangible Assets, net | $ 397,492 | $ 446,992 |
6. Intangible Assets, Net (De_2
6. Intangible Assets, Net (Details - Estimated future amortization expense) | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 49,500 |
2021 | 49,500 |
2022 | 49,500 |
2023 | 49,500 |
2024 | 49,500 |
Thereafter | 149,992 |
Intangible Assets, net | $ 397,492 |
6. Intangible Assets, Net (De_3
6. Intangible Assets, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 49,500 | $ 48,220 |
Estimated useful life of intangibles | 10 years |
7. Commitments and Contingenc_2
7. Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares granted | 0 | |
Shares vested in period | 1,319,000 | |
2017 Stock Incentive Plan [Member] | Chief Operating Officer [Member] | ||
Shares granted | 2,409,000 | |
Shares vested in period | 409,000 | |
2019 Stock Incentive Plan [Member] | Chief Executive Officer [Member] | ||
Shares granted | 3,060,000 | |
Shares vested in period | 560,000 | |
2019 Stock Incentive Plan [Member] | Chief Technology Officer [Member] | ||
Shares granted | 1,800,000 | |
Shares vested in period | 300,000 | |
Settlement Agreement [Member] | ||
Shares payable, value | $ 1,102,645 | $ 944,467 |
Settlement Agreement [Member] | FYE 2019 [Member] | ||
Shares scheduled to vest | 1,269,000 | |
Settlement Agreement [Member] | FYE 2020 [Member] | ||
Shares scheduled to vest | 2,400,000 | |
Settlement Agreement [Member] | FYE 2021 [Member] | ||
Shares scheduled to vest | 3,600,000 |
8. Stockholders' Equity (Detail
8. Stockholders' Equity (Details - non-vested shares) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Equity [Abstract] | |
Options non-vested outstanding, beginning balance | shares | 7,469,000 |
Options awarded | shares | 0 |
Options vested | shares | (1,319,000) |
Options forfeited | shares | (150,000) |
Options non-vested outstanding, ending balance | shares | 6,000,000 |
Weighted Average Exercise Price, Options non-vested outstanding, beginning balance | $ / shares | $ 0.30 |
Weighted Average Exercise Price, awarded | $ / shares | |
Weighted Average Exercise Price, vested | $ / shares | 0.30 |
Weighted average exercise price, forfeited | $ / shares | 0.30 |
Weighted Average Exercise Price, Options non-vested outstanding, ending balance | $ / shares | $ 0.30 |
8. Stockholders' Equity (Deta_2
8. Stockholders' Equity (Details - Warrants) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Warrants outstanding, beginning balance | 384,615 | 0 |
Warrants issued | 1,242,917 | 384,615 |
Warrants exercised | 0 | 0 |
Warrants expired/forfeited | 0 | 0 |
Warrants outstanding, ending balance | 1,627,532 | 384,615 |
Outstanding, Weighted Average Exercise Price | $ 0.75 | |
Issued, Weighted Average Exercise Price | 0.19 | $ 0.75 |
Outstanding Weighted Average Exercise Price | $ 0.21 | $ 0.75 |
Weighted Average Remaining Contractual Life | 4 years 6 months | 4 years 4 days |
8. Stockholders' Equity (Deta_3
8. Stockholders' Equity (Details Narrative) - USD ($) | Jan. 11, 2018 | Mar. 07, 2019 | Jan. 02, 2019 | Feb. 28, 2019 | Jul. 12, 2019 | Sep. 06, 2019 | Aug. 31, 2019 | Oct. 10, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares authorized | 190,000,000 | 190,000,000 | ||||||||
Common stock, shares issued | 43,313,547 | 40,633,327 | ||||||||
Common stock, shares outstanding | 43,313,547 | 40,633,327 | ||||||||
Unrecognized compensation costs | $ 1,078,055 | $ 1,854,873 | ||||||||
Unrecognized compensation cost weighted-average period | 1 year 4 months 24 days | |||||||||
Fair value of shares vested | $ 723,068 | 449,729 | ||||||||
Share-based compensation | $ 1,035,454 | 449,729 | ||||||||
Acquisition of Herelab, value | $ 495,000 | |||||||||
2019 Stock Incentive Plan [Member] | ||||||||||
Shares authorized under the plan | 5,000,000 | |||||||||
HereLab [Member] | ||||||||||
Acquisition of Herelab, shares | 1,650,000 | |||||||||
Acquisition of Herelab, value | $ 495,000 | |||||||||
Engineer [Member] | Consulting Agreement [Member] | ||||||||||
Stock issued for services, shares | 50,000 | |||||||||
Stock issued for services, value | $ 6,250 | |||||||||
Director [Member] | Consulting Agreement [Member] | ||||||||||
Stock issued for services, shares | 104,673 | |||||||||
Stock issued for services, value | $ 21,458 | |||||||||
Consultant [Member] | ||||||||||
Stock issued for services, shares | 25,000 | |||||||||
Stock issued for services, value | $ 2,500 | |||||||||
Consultant [Member] | Settlement Agreement [Member] | ||||||||||
Stock issued for services, shares | 650,000 | |||||||||
Stock issued for services, value | $ 7,800 | |||||||||
Consultant [Member] | Strategic Advisory Agreement [Member] | ||||||||||
Stock issued for services, shares | 1,885,547 | |||||||||
Stock issued for services, value | $ 249,402 | |||||||||
Consultant [Member] | Financial Consulting Agreement [Member] | ||||||||||
Stock issued for services, shares | 500,000 | |||||||||
Stock issued for services, value | $ 60,000 | |||||||||
Consultant [Member] | Financial Public Relations Agreement [Member] | ||||||||||
Stock issued for services, shares | 50,000 | |||||||||
Stock issued for services, value | $ 6,950 |
9. Earnings Per Share (Details
9. Earnings Per Share (Details - Per share info) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders (basic) | $ (1,887,287) | $ (1,613,299) |
Shares used to compute net loss per common share, basic and diluted | 42,334,210 | 40,601,683 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.04) | $ (0.04) |
9. Earnings Per Share (Detail_2
9. Earnings Per Share (Details - Antidilutive Shares) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Anti-dilutive common stock equivalents | 13,683,979 | 7,958,288 |
Warrants [Member] | ||
Anti-dilutive common stock equivalents | 1,627,532 | 384,615 |
Convertible notes payable [Member] | ||
Anti-dilutive common stock equivalents | 4,787,447 | 0 |
Vested shares [Member] | ||
Anti-dilutive common stock equivalents | 1,269,000 | 104,673 |
Unvested shares [Member] | ||
Anti-dilutive common stock equivalents | 6,000,000 | 7,469,000 |
10. Convertible Note Payable (D
10. Convertible Note Payable (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 7 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Jan. 22, 2019 | Jan. 22, 2018 | Jan. 18, 2018 | Mar. 07, 2019 | Mar. 06, 2019 | Aug. 02, 2019 | Aug. 29, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warrant exercise price | $ 0.21 | $ 0.75 | |||||||
Loss on extinguishment of debt | $ (221,232) | $ 0 | |||||||
Amortization of discount | 93,886 | 234,932 | |||||||
Proceeds from convertible debt | 310,000 | 500,000 | |||||||
Security and Pledge Agreement [Member] | Offering [Member] | |||||||||
Debt issuance date | Jan. 22, 2018 | ||||||||
Convertible notes payable, face amount | $ 500,000 | ||||||||
Warrants issued | 384,615 | ||||||||
Fair value of warrants issued | $ 838,404 | ||||||||
Notes [Member] | |||||||||
Convertible debt balance | 500,000 | 500,000 | |||||||
Unamortized discount | 14,038 | 265,068 | |||||||
Interest Expense | 44,877 | 56,384 | |||||||
Amortization of discount | 53,755 | 234,932 | |||||||
Accrued interest | 15,123 | $ 0 | |||||||
Notes [Member] | Offering [Member] | |||||||||
Debt issuance date | Jan. 18, 2018 | ||||||||
Convertible notes payable, face amount | $ 1,000,000 | ||||||||
Debt stated interest rate | 12.00% | ||||||||
Conversion price per share | $ 0.65 | $ 0.20 | |||||||
Debt maturity date | Jan. 15, 2020 | Mar. 1, 2021 | |||||||
Unamortized discount | $ 23,956 | ||||||||
Warrant exercise price | $ 0.75 | $ 0.30 | |||||||
Warrant expiration date | Jan. 15, 2023 | Mar. 6, 2024 | |||||||
Fair value of warrants issued | $ 25,162 | ||||||||
Loss on extinguishment of debt | $ (221,232) | ||||||||
Secured Debt [Member] | Securities Purchase Agreement [Member] | |||||||||
Debt issuance date | Jan. 22, 2019 | ||||||||
Convertible notes payable, face amount | $ 55,000 | ||||||||
Convertible debt balance | 55,000 | ||||||||
Unamortized discount | $ 3,039 | 194 | |||||||
Warrants issued | 36,667 | ||||||||
Fair value of warrants issued | $ 3,217 | ||||||||
Amortization of discount | 2,846 | ||||||||
Accrued interest | 2,584 | ||||||||
Proceeds from convertible debt | 55,000 | ||||||||
Senior Secured Convertible Notes [Member] | Non-Public Offering [Member] | |||||||||
Debt issuance date | Mar. 7, 2019 | ||||||||
Convertible notes payable, face amount | $ 500,000 | ||||||||
Debt stated interest rate | 12.00% | ||||||||
Debt maturity date | Mar. 1, 2021 | ||||||||
Secured Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||
Debt issuance date | Aug. 2, 2019 | ||||||||
Convertible notes payable, face amount | $ 125,000 | ||||||||
Debt stated interest rate | 12.00% | ||||||||
Debt maturity date | Aug. 2, 2021 | ||||||||
Convertible debt balance | 125,000 | ||||||||
Unamortized discount | 86,646 | ||||||||
Warrants issued | 781.250 | ||||||||
Fair value of warrants issued | $ 71,035 | ||||||||
Interest Expense | 1,652 | ||||||||
Amortization of discount | 18,295 | ||||||||
Accrued interest | 3,649 | ||||||||
Proceeds from convertible debt | $ 104,941 | ||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||
Debt issuance date | Aug. 29, 2019 | ||||||||
Convertible notes payable, face amount | $ 105,000 | ||||||||
Debt stated interest rate | 10.00% | ||||||||
Convertible debt balance | 35,000 | ||||||||
Unamortized discount | $ 10,378 | 3,764 | |||||||
Warrants issued | 175,000 | ||||||||
Fair value of warrants issued | $ 15,868 | ||||||||
Amortization of discount | 6,615 | ||||||||
Accrued interest | 1,112 | ||||||||
Two Investors [Member] | SPA and Security Pledge [Member] | |||||||||
Debt issuance date | Mar. 6, 2019 | ||||||||
Convertible notes payable, face amount | $ 100,000 | ||||||||
Convertible debt balance | 100,000 | ||||||||
Unamortized discount | $ 11,226 | 2,037 | |||||||
Warrants issued | 250,000 | ||||||||
Fair value of warrants issued | $ 12,646 | ||||||||
Interest Expense | 6,838 | ||||||||
Amortization of discount | 9,189 | ||||||||
Accrued interest | $ 3,025 | ||||||||
Proceeds from convertible debt | $ 100,000 |
11. Related Parties (Details Na
11. Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amount due to stockholders | $ 1,000 | $ 1,000 |
Account payable - related parties | 343,227 | 237,514 |
Administrative services paid to related party | 34,650 | 38,279 |
Professional expense paid | 1,807,286 | 1,152,798 |
Travel expense reimbursed | 32,684 | 15,645 |
Forgive accrued salaries | 370,725 | |
Company controlled by a shareholder [Member] | ||
Administrative services paid to related party | 0 | 26,000 |
Directors and Officers [Member] | ||
Professional expense paid | 0 | 130,000 |
Travel expense reimbursed | 10,000 | 8,000 |
Stockholder [Member] | ||
Rent expense paid to stockholder | $ 15,000 | $ 6,000 |