Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 13, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | U.S. STEM CELL, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 386,675,905 | ||
Entity Public Float | $ 9,732,678 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001388319 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 1,357,146 | $ 986,799 |
Accounts receivable, net | 18,035 | 42,959 |
Inventory | 93,215 | 70,364 |
Prepaid and other | 38,128 | 3,128 |
Total current assets | 1,506,524 | 1,103,250 |
Property and equipment, net | 242,615 | 449,747 |
Investments | 57,790 | 34,926 |
Deposits | 10,160 | 10,160 |
Total assets | 1,817,089 | 1,598,083 |
Current liabilities: | ||
Accounts payable, including $75,714 and $201,973 to related parties, respectively | 1,182,730 | 1,378,124 |
Accrued expenses | 1,155,792 | 929,119 |
Advances, related party | 234,901 | 104,901 |
Deferred revenue | 293,665 | 211,042 |
Deferred gain on sale of equipment | 128,845 | 128,845 |
Deposits | 465,286 | 465,286 |
Notes payable, related party | 1,993,104 | 1,901,526 |
Notes and capital leases payable, net of debt discount of $62,240 and $61,729, respectively | 462,330 | 1,344,594 |
Total current liabilities | 5,916,653 | 6,463,437 |
Long term debt: | ||
Deferred revenue | 65,500 | 68,500 |
Deferred gain on sale of equipment | 21,474 | 150,320 |
Long term deposits | 100,000 | 100,000 |
Promissory note, long term portion, net of debt discount of $99,183 and $169,072, respectively | 1,298,579 | 1,228,690 |
Notes and capital lease payable, long term portion, net of debt discount of $12,413 and $33,138, respectively | 1,297,093 | 687,453 |
Total long term debt | 2,782,646 | 2,234,963 |
Total liabilities | 8,699,299 | 8,698,400 |
Commitments and contingencies | 0 | 0 |
Stockholders' deficit: | ||
Preferred stock, par value $0.001; 20,000,000 shares authorized, -0- issued and outstanding as of December 31, 2018 and 2017 | 0 | 0 |
Common stock, par value $0.001; 2,000,000,000 shares authorized, 378,076,976 and 342,113,098 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 378,077 | 342,113 |
Additional paid in capital | 122,528,391 | 120,185,821 |
Accumulated deficit | (129,788,678) | (127,628,251) |
Total stockholders' deficit | (6,882,210) | (7,100,317) |
Total liabilities and stockholders' deficit | $ 1,817,089 | $ 1,598,083 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts payable, related parties (in Dollars) | $ 75,714 | $ 201,973 |
Debt discount (in Dollars) | $ 74,653 | $ 94,866 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 378,076,976 | 342,113,098 |
Common stock, shares outstanding | 378,076,976 | 342,113,098 |
Note and Capital Lease Payables [Member] | ||
Debt discount (in Dollars) | $ 62,240 | $ 61,729 |
Notes Payable, Other Payables [Member] | ||
Debt discount (in Dollars) | 99,183 | 169,072 |
Note and Capital Lease Payables [Member] | ||
Debt discount (in Dollars) | $ 12,413 | $ 33,138 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | ||
Revenue | $ 6,700,888 | $ 5,520,537 |
Cost of sales | 2,110,532 | 1,885,371 |
Gross profit | 4,590,356 | 3,635,166 |
Cost and operating expenses: | ||
Research and development | 5,439 | 6,644 |
Marketing, general and administrative | 5,682,296 | 4,426,632 |
Depreciation and amortization | 524 | 6,571 |
Total operating expenses | 5,688,259 | 4,439,847 |
Loss from operations | (1,097,903) | (804,681) |
Other income (expenses): | ||
Gain (loss) on settlement of debt | 5,625 | (126,457) |
Gain on sale of equipment | 128,845 | 107,371 |
Loss on change of fair value of derivative liability | 0 | (1,891,205) |
Income from equity investment | 247,813 | 192,383 |
Loss on litigation settlement | 0 | (316,800) |
Interest expense | (1,444,807) | (642,102) |
Total other income (expenses) | (1,062,524) | (2,676,810) |
Net loss before income taxes | (2,160,427) | (3,481,491) |
Income taxes (benefit) | 0 | 0 |
NET LOSS | $ (2,160,427) | $ (3,481,491) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 365,636,453 | 309,009,904 |
Product [Member] | ||
Revenue: | ||
Revenue | $ 1,664,016 | $ 2,126,436 |
Service [Member] | ||
Revenue: | ||
Revenue | $ 5,036,872 | $ 3,394,101 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock [Member] | Common Stock [Member]Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member] | Common Stock [Member]Common Stock Issued in Settlement of Other Debt [Member] | Common Stock [Member]Common Stock Issued for Settlement of Related Party Advances [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member] | Additional Paid-in Capital [Member]Common Stock Issued in Settlement of Other Debt [Member] | Additional Paid-in Capital [Member]Common Stock Issued for Settlement of Related Party Advances [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member] | Common Stock Issued in Settlement of Other Debt [Member] | Common Stock Issued for Settlement of Related Party Advances [Member] | Total |
Balance at Dec. 31, 2016 | $ 20,000 | $ 127,013 | $ 115,981,103 | $ (124,146,760) | $ (8,018,644) | |||||||||
Balance (in Shares) at Dec. 31, 2016 | 20,000,000 | 127,012,740 | ||||||||||||
Common stock issued in settlement | $ 14,058 | $ 164,271 | $ 1,749 | $ 659,087 | $ 2,081,013 | $ 56,852 | $ 673,145 | $ 2,245,284 | $ 58,601 | |||||
Common stock issued in settlement (in Shares) | 14,058,588 | 164,270,878 | 1,748,947 | |||||||||||
Common stock issued upon conversion of preferred stock | $ (20,000) | $ 20,000 | ||||||||||||
Common stock issued upon conversion of preferred stock (in Shares) | (20,000,000) | 20,000,000 | ||||||||||||
Common stock issued in settlement of litigation | $ 11,000 | 305,800 | 316,800 | |||||||||||
Common stock issued in settlement of litigation (in Shares) | 11,000,000 | |||||||||||||
Proceeds from issuance of common stock | $ 4,022 | 270,978 | 275,000 | |||||||||||
Proceeds from issuance of common stock (in Shares) | 4,021,945 | |||||||||||||
Reclassify derivative liability to equity upon payoff of notes payable | 185,505 | 185,505 | ||||||||||||
Stock based compensation | 645,483 | 645,483 | ||||||||||||
Net loss | (3,481,491) | (3,481,491) | ||||||||||||
Balance at Dec. 31, 2017 | $ 342,113 | 120,185,821 | (127,628,251) | (7,100,317) | ||||||||||
Balance (in Shares) at Dec. 31, 2017 | 342,113,098 | |||||||||||||
Common stock issued in settlement | $ 15,220 | 563,259 | 578,479 | |||||||||||
Common stock issued in settlement (in Shares) | 15,220,378 | |||||||||||||
Common stock issued for services | $ 10,866 | 439,065 | $ 449,931 | |||||||||||
Common stock issued for services (in Shares) | 10,866,274 | 10,866,274 | ||||||||||||
Common stock issued for expenses incurred, related party | $ 527 | 13,995 | $ 14,522 | |||||||||||
Common stock issued for expenses incurred, related party (in Shares) | 526,918 | |||||||||||||
Fair value of warrants issued for compensation | 24,986 | 24,986 | ||||||||||||
Proceeds from issuance of common stock | $ 9,351 | 358,349 | $ 367,700 | |||||||||||
Proceeds from issuance of common stock (in Shares) | 9,350,508 | 9,350,508 | ||||||||||||
Related party contribution to equity investment | 189,909 | $ 189,909 | ||||||||||||
Reclassify derivative liability to equity upon payoff of notes payable | 0 | |||||||||||||
Stock based compensation | 753,007 | 753,007 | ||||||||||||
Net loss | (2,160,427) | (2,160,427) | ||||||||||||
Balance at Dec. 31, 2018 | $ 378,077 | $ 122,528,391 | $ (129,788,678) | $ (6,882,210) | ||||||||||
Balance (in Shares) at Dec. 31, 2018 | 378,077,176 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,160,427) | $ (3,481,491) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 207,132 | 178,745 |
Bad debt (recoveries) | 62,207 | 16,740 |
Amortization of discount on debt | 195,967 | 126,436 |
Change in fair value of derivative liability | 0 | 1,891,205 |
(Gain) loss on settlement of debt | (5,625) | 126,457 |
Gain on sale of equipment | (128,845) | (107,371) |
Common stock issued as payment of expenses, related party | 14,522 | 0 |
Common stock issued in settlement of litigation | 0 | 316,800 |
Income on equity investments | (247,813) | (192,383) |
Related party notes payable issued for services rendered | 800,000 | 800,000 |
Stock based compensation | 1,227,924 | 645,483 |
Changes in operating assets and liabilities: | ||
Receivables | (37,283) | (43,674) |
Inventory | (22,851) | (28,146) |
Prepaid and other current assets | (35,000) | (3,128) |
Accounts payable | 426,263 | 469,220 |
Accrued expenses | 226,673 | 435,390 |
Deferred revenue | 79,623 | 81,110 |
Net cash provided by operating activities | 602,467 | 1,231,393 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from (payments to) equity investments | 311,700 | 225,000 |
Proceeds from sale of property and equipment | 0 | 400,000 |
Proceeds from long term deposits | 0 | 100,000 |
Acquisition of property and equipment | 0 | (1,162) |
Net cash provided by investing activities | 311,700 | 723,838 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 220,211 | 154,785 |
Proceeds from sale of common stock | 367,700 | 275,000 |
Proceeds from related party advance | 130,000 | 0 |
Equity contribution by related party | 103,159 | 0 |
Repayments of related party notes | (708,422) | (1,138,759) |
Repayments of notes payable | (656,468) | (530,178) |
Net cash used in financing activities | (543,820) | (1,239,152) |
Net increase in cash and cash equivalents | 370,347 | 716,079 |
Cash and cash equivalents, beginning of period | 986,799 | 270,720 |
Cash and cash equivalents, end of period | 1,357,146 | 986,799 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 1,114,693 | 255,874 |
Income taxes paid | 0 | 0 |
Non cash financing activities: | ||
Reclassify derivative liability to equity | 0 | 185,505 |
Equity contributed to investment by related party | 189,909 | 0 |
Common Stock Issued in Settlement of Notes Payable [Member] | ||
Non cash financing activities: | ||
Non-cash financing activities, stock issued | 0 | 111,972 |
Common Stock Issued in Settlement of Accounts Payable [Member] | ||
Non cash financing activities: | ||
Non-cash financing activities, stock issued | 578,479 | 673,145 |
Common Stock Issued in Settlement of Related Party Notes and Advances Payable [Member] | ||
Non cash financing activities: | ||
Non-cash financing activities, stock issued | 0 | 58,601 |
Common Stock Issued in Settlement of Guarantor Fees [Member] | ||
Non cash financing activities: | ||
Non-cash financing activities, stock issued | 0 | 316,800 |
Common Stock Issued in Settlement of Legal Fees [Member] | ||
Non cash financing activities: | ||
Sale and leaseback of equipment | $ 0 | $ 619,825 |
NOTE 1 - SIGNIFICANT ACCOUNTING
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the presentation of the accompanying financial statements follows: Basis and business presentation U.S. Stem Cell, Inc. was incorporated under the laws of the State of Florida in August, 1999. The Company is in the cardiovascular sector of the cell technology industry delivering cell therapies and biologics that help address congestive heart failure, lower limb ischemia, chronic heart ischemia, acute myocardial infarctions and other issues. The business includes the development of proprietary cell therapy products as well as revenue generating physician and patient based regenerative medicine/cell therapy training services, cell collection and cell storage services, the sale of cell collection and treatment kits for humans and animals, and the operation of cell therapy clinics. To date, the Company has not generated significant sales revenues in that they remain less than their total operating expenses, has incurred expenses, and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a research and development business enterprise. Revenue Recognition In 2017 and prior, the Company recognized revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client. The Company’s primary sources of revenue are from the sale of test kits and equipment, training services, patient treatments, laboratory services and cell banking. Revenues for kits and equipment sold are not recorded until kits and equipment are received by the customer. Revenues from in-person trainings are recognized when the training occurs and revenues from on demand online trainings are recognized when the customer purchases the rights to the training course. Any cash received as a deposit for trainings are recorded by the Company as a liability. Patient treatments and laboratory services revenue are recognized when those services have been completed or satisfied. Revenues for cell banking sales are accounted for as multiple performance obligations as described in ASC 606 and addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. Because the Company sells its services separately, on more than a limited basis and at a price within a narrow range, the Company was able to allocate revenue based on stand-alone pricing. The multiple performance obligations include stem cell banking, dose retrieval and yearly storage fees. Revenues for stem cell banking and dose retrieval is recognized at the point of service and revenues for the yearly storage fees is recognized over the term of the banking contract, which is typically one year with annual renewals. At December 31, 2018 and 2017, the Company had deferred revenues of $359,165 and $279,542, respectively, which includes $68,500 and $71,500, respectively, to the Intellectual Property Licensing Agreement. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, stock-based compensation, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Allowance for Doubtful Accounts Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of December 31, 2018 and 2017, allowance for doubtful accounts was $30,808 and $12,298, respectively. Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs. Investments The Company follows Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10) which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company accounted for its 33 percent member interest ownerships of U.S. Stem Cell Clinic, LLC and Regenerative Wellness Clinic, LLC respectively and its 49 percent member interest ownership of U.S. Stem Cell Clinic of the Villages utilizing the equity method of accounting (See Note 3). Comprehensive Income The Company does not have any items of comprehensive income in any of the periods presented. Long-Lived Assets The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets.” Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. The Company determined that there was no impairment on its long-lived assets during 2018 and 2017. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 15 years. Equipment under capital leases are recorded at the estimated present value of the minimum lease payments. Equipment under capital leases are amortized over the term of the lease, which is three years. Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted income (loss) per share as of December 31, 2018 and 2017 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: 2018 2017 Options to purchase common stock 112,970,693 71,630,763 Warrants to purchase common stock 1,114,019 133,591 Totals 114,084,712 71,764,354 Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts does not exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. As of December 31, 2018, four customers represented 41%, 10%,16% and 10%, respectively, representing an aggregate of 77% of the Company’s accounts receivable. As of December 31, 2017, three customers represented 27% 15% and 13% respectively, representing an aggregate of 55% of the Company’s accounts receivable. For the year ended December 31, 2018, the Company’s revenues earned from the sale of products and services to one customer, a related party, were $734,966, which represented 11% of the Company’s revenues. For the year ended December 31, 2017, the Company’s revenues earned from sale of products and services did not include any customers representing 10% or more of the Company’s total revenues. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $5,439 and $6,644 for the year ended December 31, 2018 and 2017, respectively. Reliance on Key Personnel and Consultants The Company has ten full-time employees and one part-time employee. The Company is heavily dependent on the continued active participation of its two current executive officers, one employee and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2018 and 2017, the Company did not have any derivative instruments that were designated as hedges. At March 8, 2017 and prior, the Company had outstanding convertible notes and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. At December 31, 2018 and 2017, all notes and warrants that contained derivative instruments were converted, settled or paid off and thus there were no outstanding convertible notes or warrants with these features (See Note 6 and Note 8). Long Term Deposits Long term deposits are comprised of the following: On March 3, 2017, the Company entered into a customer purchase agreement with General American Capital Partners (GACP), whereby the Company agreed to sell, for $50,000, the first 5,000 customers of the cell banking business after the effective date of the equipment sale/leaseback agreement with rights to purchase additional customers at a price of $20 per customer. There is no reduction in the selling price should the new customers be fewer than 5,000. The effective date of the sale is upon the expiry or early termination of the related equipment lease transaction (See Notes 4 and 6). On March 3, 2017, the Company entered into an asset purchase agreement of intellectual property with GACP whereby the Company agreed to sell all of the Company’s worldwide rights, title or interest in certain intellectual and other property (as defined) associated with the cell banking business for $50,000. The effective date of the sale is upon the expiry or early termination of the related equipment lease transaction (See Notes 4, 6, and 7). Recent Accounting Pronouncements In February 2016, the FASB established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard will have a material effect on the Company’s financial statements. The most significant effects of adoption relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities. Upon adoption, the Company will recognize additional operating lease liabilities, net of deferred rent, of approximately $56,734 based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company expects to recognize corresponding ROU assets of approximately $56,734. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company will elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Beginning in 2019, the Company expects changes to its disclosed lease recognition policies and practices, as well as to other related financial statement disclosures due to the adoption of this standard. These revised disclosures will be made in the Company’s first quarterly report in 2019. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value because of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently reviewing the impact of adoption of ASU 2017-11 on its financial statements. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
NOTE 2 - GOING CONCERN AND MANA
NOTE 2 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements during year ended December 31, 2018, the Company incurred net losses of $2,160,427 and as of December 31, 2018 has a working capital deficit (current assets less current liabilities) of $4,410,129. These factors among others raise substantial doubts about the Company’s ability to continue as a going concern for a reasonable period of time. The Company’s primary source of operating funds in 2018 and 2017 has been from revenue generated from sales with additional cash proceeds from the sale of common stock and the issuance of convertible and other debt. The Company has experienced net losses from operations since inception, but expects these conditions to improve in 2019 and beyond as it develops its business model. The Company has stockholders’ deficiencies at December 31, 2018 and requires additional financing to fund future operations. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
NOTE 3 - INVESTMENTS
NOTE 3 - INVESTMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | NOTE 3 — INVESTMENTS U.S. Stem Cell Clinic, LLC The investment in U.S. Stem Cell Clinic, LLC is comprised of a 33% member interest ownership and is accounted for using the equity method of accounting. The Company’s 33% income earned by U.S. Stem Cell Clinic, LLC member interests was $172,995 and $192,383 for the year ended December 31, 2018 and 2017, respectively (inception to date income of $548,206) which was recorded as other income/expense in the Company’s Statement of Operations in the appropriate periods. In addition, during the year ended December 31, 2018 and 2017, the Company received distributions totaling $199,000 and $225,000 from U.S. Stem Cell Clinic, LLC, respectively (inception to date of $599,000). The carrying value of the investment at December 31, 2018 and 2017 is $8,921 and $34,926, respectively. At December 31, 2018 and 2017, accounts receivable for sales of product and services to U.S. Stem Cell Clinic, LLC was $0 and $8,449 respectively; revenues earned from sales to U.S. Stem Clinic, LLC for the year ended December 31, 2018 and 2017 were $734,966 and $540,023, respectively. An affiliate of one of the Company’s officers is a minority investor in the U.S. Stem Cell Clinic, LLC. Regenerative Wellness Clinic, LLC The investment in Regenerative Wellness Clinic, LLC is comprised of a 33% member interest ownership and is accounted for using the equity method of accounting. The Company has provided technical expertise, but no cash investment with Regenerative Wellness Clinic, LLC’s startup in 2017. The Company’s 33% loss incurred by Regenerative Wellness Clinic, LLC member interests was $(12,765) for year ended December 31, 2017. However the recorded other income/expense in the Company’s Statement of Operations was limited to $0. The carrying value was $0 at December 31, 2017. For the year ended December 31, 2018, the Company’s 33% income earned by Regenerative Wellness Clinic, LLC member interests was $70,787 reported, after effects of 2017 loss, of $9,695. In addition, during the year ended December 31, 2018, the Company received distributions totaling $49,000 from Regenerative Wellness Clinic, LLC. The carrying value of the investment at December 31, 2018 and 2017 is $21,787 and $0, respectively. At December 31, 2018 and 2017, accounts receivable for sales of products and services to Regenerative Wellness Clinic, LLC was $0 and $15,115, respectively; revenues earned from sales to Regenerative Wellness Clinic, LLC for the year ended December 31, 2018 and 2017 was $198,294 and $22,771, respectively. An affiliate of one of the Company’s officers is an investor in the Regenerative Wellness Clinic, LLC. U.S. Stem Cell of the Villages LLC On January 30, 2018, Greg Knutson, a director of the Company (“Knutson”) and the Company agreed to open and operate a regenerative medicine/cell therapy clinic providing cellular treatments for patients afflicted with neurological, autoimmune, orthopedic and degenerative diseases in Florida. To that end, U.S. Stem Cell Clinic of The Villages LLC (the “LLC”) was formed January 30, 2018. Knutson provided the Company with the sum of Three Hundred Thousand Dollars ($300,000) (the “Investment”) to be utilized for the formation and initial operation of the LLC. Currently, Knutson holds a 51% member interest in the LLC and the Company holds a 49% member interest. The Company will provide operating assistance as well as management services, the latter to be compensated at fee of five percent (5%) of the LLC gross revenues. As of December 31, 2018, upon completion of U.S. Stem Cell of the Villages LLC, the Company was credited with investment equity of $86,750 from Greg Knutson, the holder of the 51% member interest. The Company then recorded the investment equity as contributed capital by the Company. The Company’s 49% income (loss) incurred by U.S. Stem Cell of the Villages LLC member interests was $4,031 for year ended December 31, 2018. In addition, during the year ended December 31, 2018, the Company received distributions totaling $63,700 from U.S. Stem Cell of the Villages LLC. The carrying value was $27,081 at December 31, 2018. At December 31, 2018, accounts receivable for sales of products and services to U.S. Stem Cell of the Villages LLC was $0; revenues earned from sales to U.S. Stem Cell of the Villages LLC for the year ended December 31, 2018 was $197,716. |
NOTE 4 - PROPERTY AND EQUIPMENT
NOTE 4 - PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 — PROPERTY AND EQUIPMENT Property and equipment are recorded on the basis of cost. For financial statement purposes, property, plant and equipment are depreciated using the straight-line method over their estimated useful lives. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its property and equipment for impairment in accordance with the guidance for impairment of long lived assets. Property and equipment as of December 31, 2018 and 2017 is summarized as follows: 2018 2017 Laboratory and medical equipment $ 5,590 $ 5,590 Furniture, fixtures and equipment 125,633 125,633 Computer equipment 49,951 49,951 Equipment under capital lease 624,602 624,602 Leasehold improvements 362,046 362,046 1,167,822 1,167,822 Less accumulated depreciation and amortization (925,207 ) (718,075 ) $ 242,615 $ 449,747 On March 3, 2017, the Company entered into an asset sale and lease agreement (sale/leaseback transaction, the “Asset Sale and Lease Agreement”) with GACP, whereby the Company sold certain lab, medical and other equipment relating to the cell banking business for $400,000 and leased back the sold equipment over a three year term. The Company determined that the transaction was a capitalized lease and accordingly recorded the leased assets and liability based on the estimated present value of the minimum lease payments. Included in net property are assets under capital leases of $624,602, less accumulated depreciation of $383,559 as of December 31, 2018 and $624,602, less accumulated depreciation of $174,120 December 31, 2017, respectively. In connection with the sale of the lab, medical and other equipment, the Company realized a gain on sale of equipment of $386,535. The gain is recognized ratably over the term of the lease to operations. During the year ended December 31, 2018 and 2017, the Company recognized $128,845 and $107,371, as the gain on sale of equipment, respectively. As of December 31, 2018 and 2017, deferred gain on sale of equipment was $150,319 and $279,165, respectively. Property and equipment are recorded on the basis of cost. For financial statement purposes, property, plant and equipment are depreciated using the straight-line method over their estimated useful lives. Depreciation expense was $207,132 and $178,745 of which $206,608 and $172,174 were included in cost of sales for the year ended December 31, 2018 and 2017, respectively. |
NOTE 5 - ACCRUED EXPENSES
NOTE 5 - ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 5 — ACCRUED EXPENSES Accrued expenses consisted of the following as of December 31, 2018 and 2017: 2018 2017 Interest and fees payable to the Guarantors of the Company’s loan agreement with Seaside Bank $ 347,235 $ 248,746 Interest payable on notes payable-related party (See Note 7) 482,784 381,667 Vendor accruals and other 146,420 146,421 Marketing obligation 179,353 141,560 Employee commissions, compensation, etc. - 10,725 $ 1,155,792 $ 929,119 During the year ended December 31, 2018, the Company issued an aggregate of 15,220,378 shares of its common stock in settlement of outstanding accounts payable and accrued expenses. In connection with the issuance, the Company incurred a $43,180 net gain in settlement of debt. During the year ended December 31, 2017, the Company issued an aggregate of 14,058,588 shares of its common stock in settlement of outstanding accounts payable and accrued expenses. In connection with the issuance, the Company incurred a $359,326 net loss in settlement of debt. Additionally the Company wrote off certain old payables and recorded a gain of settlement of accounts payable in the amount of $37,674. |
NOTE 6 - NOTES AND CAPITAL LEAS
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 — NOTES AND CAPITAL LEASE PAYABLE Notes and capital lease payable were comprised of the following as of December 31, 2018 and 2017: 2018 2017 Seaside Bank note payable. $ 980,000 $ 980,000 Hunton & Williams note(s) payable 444,000 584,000 Power Up Lending Group notes payable 145,486 94,448 Lab and medical equipment capitalized leases 264,590 468,465 Total notes payable 1,834,076 2,126,913 Less unamortized debt discount (74,653 ) (94,866 ) Total notes payable net of unamortized debt discount 1,759,423 2,032,047 Less current portion (462,330 ) (1,344,594 ) Long term portion $ 1,297,093 $ 687,453 Seaside Bank On October 25, 2010, the Company entered into a Loan Agreement with Seaside National Bank and Trust for a $980,000 loan at 4.25% per annum interest that was used to refinance the Company’s loan with Bank of America. The obligation is guaranteed by certain shareholders of the Company. The Company renewed the loan with Seaside National Bank and Trust during the first quarter of 2018 to extend the maturity date to May 18, 2020. Hunton & Williams Notes At December 31, 2016, the Company has two outstanding notes payable with interest at 8% per annum due at maturity. The two notes, $61,150 and $323,822, are payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar Biotech Group, LLC (or successor) Loan is paid off. On August 31, 2017, the Company and the note holder entered into a Note Forbearance, Modification and Repayment Agreement (“Agreement”). The two notes, $61,150 and $323,822, were payable in one balloon payment upon the date of a written demand and upon certain triggering events occurring. The total of unpaid principal and accumulated interest for both notes as of August 31, 2017 was $747,680 and an accounts payable of $40,596, for an aggregate total of $788,276. The note holder agreed to accept full payment of their obligation of over a four (4) year period in 48 monthly installments on an adjusted debt obligation in aggregate of $624,000 (reducing the outstanding balance), with such payments staggered in amounts such that the Company will pay $10,000 monthly the first year, $12,000 monthly the second year, $14,000 monthly the third year, and $16,000 monthly the final year. In addition, the note holder agreed to suspend accrual interest on the notes commencing September 1, 2017. The Agreement remains in full force and effect provided the Company continues to make the monthly payments, there is no event of default as defined in the notes and an agreement to a subordination agreement by Northstar Biotech Group, LLC, which has been provided. The Company imputed an interest rate of 5% and discounted the note accordingly. The imputed debt discount of $69,700 is amortized to interest expense using the effective interest method. For years ended December 31, 2018 and 2017, the Company amortized $28,322 and $10,176 of debt discounts to current period operations as interest expense. The unamortized debt discount at December 31, 2018 is $31,201. PowerUp Lending Group, Ltd On February 22, 2017, the Company entered into a revenue based factoring agreement and received an aggregate of $165,000 (less origination fees of $3,300) in exchange for $221,100 of future receipts relating to monies collected from customers or other third party payors. Under the terms of the factoring agreement, the Company is required to make daily payments equal to $1,316 for 168 business days. The Company received net proceeds of $51,700 along with cancellation of the previous revenue based factoring agreement issued in 2016. In connection with the cancellation of the August 2016 revenue based factoring agreement, the Company incurred a loss in settlement of debt of $41,516. On September 12, 2017, the Company entered into a revenue based factoring agreement and received an aggregate of $137,200 (less origination fees of $2,800) in exchange for $187,600 of future receipts relating to monies collected from customers or other third party payors. Under the terms of the factoring agreement, the Company is required to make daily payments equal to $1,276 for 147 business days. The Company received net proceeds of $103,085 along with cancellation of the previous revenue based factoring agreement issued in February 2017. In connection with the cancellation of the February 2017 revenue based factoring agreement, the Company incurred a gain in settlement of debt of $2,734 in 2017. The remaining principle balance of the PowerUp Lending Group promissory note payable at December 31, 2017 is $94,447, net of unamortized discount of $35,342. On January 2, 2018, the Company entered into a revenue based factoring agreement and received an aggregate of $137,200 (less origination fees of $2,800) in exchange for $187,600 of future receipts relating to monies collected from customers or other third party payors. Under the terms of the factoring agreement, the Company is required to make daily payments equal to $1,276 for 147 business days. The Company received net proceeds of $47,907 along with cancellation of the previous revenue based factoring agreement issued in September 2017. In connection with the cancellation of the September 2017 revenue based factoring agreement, the Company incurred a gain in settlement of debt of $5,154 in 2018. On May 29, 2018, the Company entered into a revenue based factoring agreement and received an aggregate of $137,200 (less origination fees of $2,800) in exchange for $187,600 of future receipts relating to monies collected from customers or other third party payors. Under the terms of the factoring agreement, the Company is required to make daily payments equal to $1,276 for 147 business days. The Company received net proceeds of $78,495 along with cancellation of the previous revenue based factoring agreement issued in January 2018. In connection with the cancellation of the January 2018 revenue based factoring agreement, the Company incurred a loss in settlement of debt of $5,105 in 2018. On November 8, 2018, the Company entered into a revenue based factoring agreement and received an aggregate of $137,200 (less origination fees of $2,800) in exchange for $187,600 of future receipts relating to monies collected from customers or other third party payors. Under the terms of the factoring agreement, the Company is required to make daily payments equal to $1,276 for 147 business days. The Company received net proceeds of $93,809 along with cancellation of the previous revenue based factoring agreement issued in May 2018. In connection with the cancellation of the January 2018 revenue based factoring agreement, the Company incurred a loss in settlement of debt of $37,604 in 2018. The remaining principle balance of the PowerUp Lending Group promissory note payable at December 31, 2018 is $145,486, net of unamortized discount of $43,452. Lab and Medical Equipment Capitalized Lease On March 3, 2017, the Company entered into an asset sale and lease agreement (sale/leaseback transaction; “Asset Sale and Lease Agreement”) with GACP, whereby the Company sold certain lab, medical and other equipment relating to the cell banking business for $400,000 and leased back the sold equipment over a three year term. The Company recognized the arrangement as a capital lease. The Company initially recorded the equipment and the capitalized lease liability at the estimated present value of the minimum lease payments of $619,825. The lease includes a base monthly rental payment of $20,000, due the first day of each calendar month plus contingent rent equal to 2.3%, 22.5%, and 31.6% of revenues collected on deposits arising from cell banking business for years 1, 2 and 3, respectively. The contingent rent is recognized as a period expense and as interest expense at the time of collection. At the expiration of the lease, the Company is required to return all leased equipment and along with any maintenance records, logs, etc. in the Company’s possession to the lessor with no right of repurchase. The Company determined that the present value of the minimum lease payments exceeded 90% of the estimated fair value of the equipment and therefore classified the equipment sale/lease as a capitalized lease. The effective interest rate of the capitalized lease is estimated at 10.00% based on the Company estimated incremental borrowing rate. The following summarizes the assets under capital leases: 2018 2017 Classes of property Lab, medical and other equipment $ 619,825 $ 619,825 Office equipment 4,777 4,777 Less: accumulated depreciation (383,559 ) (174,120 ) $ 241,043 $ 450,482 The following summarizes the current and long-term portion of capital leases: 2018 2017 Current leases payable $ 225,084 $ 203,875 Long-term leases payable 39,506 264,590 Total $ 264,590 $ 468,465 The following summarizes total future minimum lease payments at December 31, 2018: Period ending December 31, 2019 241,396 2020 60,000 Total minimum lease payments 301,396 Amount representing interest (36,806 ) Present value of minimum lease payments 264,590 Current portion of capital lease obligations 225,084 Capital lease obligation, less current portion $ 39,506 Promissory note On June 1, 2015, the Company issued an amended and restated promissory note of $1,697,762 in settlement of the $1,500,000 outstanding subordinated debt, related accrued interest of $373,469 and accumulated and unpaid guarantor fees of $624,737. The note is unsecured and non-interest bearing with four semi-annual payments of $75,000 beginning on December 31, 2015 with the remaining unpaid balance due June 1, 2020. The Company imputed an interest rate of 5% and discounted the promissory note accordingly. The imputed debt discount of $368,615 is amortized to interest expense using the effective interest method. For the years ended December 31, 2018 and 2017, the Company amortized $69,889 and $71,450 of debt discounts to current period operations as interest expense, respectively. The unamortized debt discount at December 31, 2018 is $99,184. As of December 31, 2018, the remaining principle due was $1,397,762. |
NOTE 7 - RELATED PARTY TRANSACT
NOTE 7 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 7 — RELATED PARTY TRANSACTIONS Advances As of December 31, 2018 and 2017, the Company’s officers and directors have provided advances in the aggregate of $234,901 and $104,901 respectively, for working capital purposes. The advances are unsecured, due on demand, and non-interest bearing. Notes payable-related party Northstar Biotechnology Group, LLC On February 29, 2012, a promissory note issued to BlueCrest Master Fund Limited was assigned to Northstar Biotechnology Group, LLC (“Northstar”), owned partly by certain directors and existing shareholders of the Company at the time, including Dr. William P. Murphy Jr., Dr. Samuel Ahn and Charles Hart. At the date of the assignment, the principal amount of the BlueCrest note was $544,267 the (“Note”). On March 30, 2012, the Company and Northstar agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. The Company did not make the required payment, and as a result, was in default of the revised agreement. The Company renegotiated the terms of the Note and Northstar agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock. On September 21, 2012, the Company issued 5,000 common stock purchase warrants to Northstar that was treated as additional interest expense upon issuance. On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000 shares of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights. In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing, and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated. Effective October 1, 2012, the effective interest rate was 12.85% per annum. The parties agreed, as of February 28, 2013, to reduce the interest rate to 7% per annum. In connection with the consideration paid, Northstar waived, from the effective date through the earlier of termination or expiration of the agreement, satisfaction of the obligations as described in the forbearance agreement. In 2012, 5,000,000 shares of Series A Convertible Preferred Stock were approved to be issued, which was subsequently increased to 20,000,000 shares of preferred stock as Series A Convertible Preferred Stock. In addition, the Company was obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six month anniversary of the effective date (October 1, 2012). In lieu of the initial two payments in preferred stock, the parties agreed to modify the voting rights of the subsequently cancelled Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders and all prior and subsequent payments of interest will be in common stock. The Company is required to issue additional shares of its common stock (as amended), in lieu of cash, each six month anniversary of the effective date for any accrued and unpaid interest. On March 1, 2017, Northstar and the Company entered into a settlement agreement (“Settlement Agreement “) related to then pending litigation (See Note 11). Pursuant to the terms and conditions of the Settlement Agreement, Northstar converted its outstanding Series A Convertible preferred stock, into twenty million (20,000,000) shares of common stock according to the original conversion terms. In addition, and separate and apart from the conversion, Northstar received Eleven Million (11,000,000) shares of the Company’s common stock. Northstar will receive ten percent (10%) of all Company international sales (based on a gross sales basis). There was no effect of the 10% obligation as there were no international sales in 2017 or, to date, in 2018 Furthermore, a Northstar designee, Greg Knutson, was appointed as a member of the Board of Directors of the Company and two Company directors, Michael Tomas and Kristin Comella, each exercised their prior Northstar options to each receive a Five percent (5%) Member Interest in Northstar. The parties agreed to a mutual release and Northstar agreed to terminate any UCC lien on the Company assets previously filed for the benefit of Northstar. On March 9, 2017 and April 1, 2017, the Company issued 30,000,000 and 1,000,000 shares of its common stock, respectively, as described above. In connection with the settlement, the Company recorded a loss on litigation settlement of $316,800. On September 30, 2013, the Company issued 8,772 shares of its common stock as payment of $100,000 towards cash advances. On December 24, 2013, the Company issued 3,916 shares of its common stock as payment of accrued interest through June 30, 2013 of $85,447. On April 2, 2014, the Company issued 275 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2014 per the forbearance agreement. On September 17, 2014, the limited waiver and forbearance agreement entered into on October 1, 2012 to provide that the perpetual license on products as described for resale, relicensing and commercialization outside the United States was amended as such on the condition that Northstar provide certain financing, which financing the Company, in its sole discretion, could decline and retain the license. On October 3, 2014, the Company issued 515 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2014 per the forbearance agreement. On April 3, 2015, the Company issued 1,363 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2015 per the forbearance agreement. On October 2, 2015, the Company issued 4,156 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2015 per the forbearance agreement. On October 7, 2015, the Company issued 34,522 shares of its common stock in settlement of $100,000 principal payment towards the outstanding debt. On April 7, 2016, the Company issued 57,778 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due April 1, 2016 per the forbearance agreement. On October 6, 2016, the Company issued 848,490 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2016 per the forbearance agreement. On April 1, 2017, the Company issued 286,315 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,703 due October 1, 2016 per the forbearance agreement. On October 2, 2017, the Company issued 559,187 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2016 per the forbearance agreement. On October 19, 2018, the Company issued 164,523 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $9,195 due October 1, 2016 per the forbearance agreement. As of December 31, 2018 and 2017, the principal of this note was $262,000. Officer and Director Notes 2018 2017 Note payable, Mr. Tomas $ - $ 101,729 Note payable, Mr. Tomas - 500,000 Note payable, Mr. Tomas 483,293 500,000 Note payable, Mr. Tomas 500,000 - Note payable, Dr. Comella 147,711 237,797 Note payable, Dr. Comella 300,000 300,000 Note payable, Dr. Comella 300,000 - Total $ 1,731,004 $ 1,639,526 Note payable, Ms. Murphy At December 31, 2016, the Company has outstanding promissory note payable of $50,000 due to Beverly Murphy with interest at 7% per annum due at maturity at October 15, 2015. On March 29, 2017, the Company issued 1,748,947 shares of common stock in settlement of $50,000 of outstanding notes payable and $8,601 of accrued interest to Ms. Murphy. Notes payable, Mr. Tomas On July 1, 2014, the Company issued a $500,000 promissory note in settlement of compensation earned. The promissory note bears interest of 5% per annum and was due on January 1, 2015. During the year ended December 31, 2018 and 2017, the Company paid off $101,729 and $398,271 the outstanding promissory note. The principal outstanding balance of this note as of December 31, 2018 and 2017 is $0 and $101,729, respectively. On September 6, 2016, the Company issued a $500,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due upon demand. During the year ended December 31, 2018, the Company paid off $500,000 of the outstanding promissory note. The principal outstanding balance of this note as of December 31, 2018 and 2017 is $0 and $500,000, respectively. On August 7, 2017, the Company issued a $500,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due one year from date of issuance. During the year ended December 31, 2018, the Company paid off $16,707 of the outstanding promissory note. The principal outstanding balance of this note as of December 31, 2018 and 2017 is $483,293 and $500,000, respectively. On May 7, 2018, the Company issued a $500,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due six months from date of issuance. The principal outstanding balance of this note as of December 31, 2018 is $500,000. At December 31, 2018 and 2017, the Company has recorded accrued interest on the outstanding and past notes to Mr. Tomas in the amount of $340,009 and $282,701, respectively, which is included in the accrued expenses on the balance sheet. Notes payable, Dr. Comella On September 6, 2016, the Company issued a $300,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and was due upon demand. During the year ended December 31, 2018 and 2017, the Company paid off $90,086 and $62,203 of the outstanding promissory note, respectively. The principal outstanding balance of this note as of December 31, 2018 and 2017 is $147,711 and $237,797, respectively. On August 7, 2017, the Company issued a $300,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due one year from date of issuance. The principal outstanding balance of this note as of December 31, 2018 and 2017 is $300,000. On May 7, 2018, the Company issued a $300,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due six months from date of issuance. The principal outstanding balance of this note as of December 31, 2018 is $300,000. At December 31, 2018 and 2017, the Company has recorded accrued interest on the outstanding notes to Dr. Comella in the amount of $102,974 and $67,884, respectively, which is included in the accrued expenses on the balance sheet. Transactions with Pavillion On May 1, 2016, the Company entered into a consulting agreement with Pavillion, Inc., whose owner is related to an officer of the Company. The agreement is for 12 months and renewable for 6 month periods. Compensation is at $250 per hour or, at the Company’s discretion, in shares of the Company’s common stock. For the year ended December 31, 2018 and 2017, the Company has incurred $120,000 and $120,000 of expense under the agreement, respectively. As of December 31, 2018 and 2017, the Company had $64,909 and $187,409, respectively, in accounts payable owed to Pavillion. On June 1, 2018, effective June 30, 2018, the Company terminated the agreement in accordance with its terms and no further compensation was derived by Pavillion. Transactions with GACP On March 3, 2017, the Company entered into an asset sale and lease agreement (sale/leaseback transaction, the “Asset Sale and Lease Agreement”) with GACP, whereby the Company sold certain lab, medical and other equipment relating to the cell banking business for $400,000 and leased back the sold equipment over a three year term (See “ Lab and Medical Equipment Capitalized Lease In connection with the asset sale and lease agreement, the Company is obligated to accrue 10% of banking revenue as for marketing, offset by any incurred costs of the Company. At December 31, 2018 and 2017, the outstanding accrued marketing obligation is $179,353 and $141,560, respectively (see Note 5). On March 3, 2017, the Company also entered into a customer purchase agreement with GACP, whereby the Company agreed to sell, for $50,000, the first 5,000 customers of the cell banking business after the effective date of the equipment sale/leaseback agreement with rights to purchase additional customers at a price of $20 per customer. There is no reduction in the selling price should the new customers be fewer than 5,000. The effective date of the sale is upon the expiry or early termination of the related equipment lease transaction. On March 3, 2017, the Company also entered into an asset purchase agreement of intellectual property with GACP whereby the Company agreed to sell all of the Company’s worldwide rights, title or interest in certain intellectual and other property (as defined) associated with the cell banking business for $50,000. The effective date of the sale is upon the expiry or early termination of the related equipment lease transaction. In connection with the March 3, 2017 asset purchase agreement, the CEO and CSO of U.S. Stem Cell, Inc. were also retained as CEO and CSO of American Stem Cell Centers of Excellence, which is owned by General American Capital Partners (GACP), to help with scientific and successful operational deployment of clinics. Subsequently, the CSO of U.S. Stem Cell, Inc. has vacated her position but retained her positions with U.S. Stem Cell, Inc. and subsidiaries. On April 3, 2017, U.S. Stem Cell received a commitment to invest up to $5,000,000 from GACP with the intent for GACP to receive up to 63,873,275 shares of common stock. To date, GACP has invested, pursuant to this commitment, $250,000 in return for 858,281 shares. Subsequent to this investment, GACP has informed the Company that they will make no further investments pursuant to this agreement and has entered into a new agreement to invest $3,000,000 to open their own clinics (branded American Stem Cell) using the US Stem Cell Inc. protocols, procedures, products and technologies. As of September 30, 2018 (effective May 9, 2018), pursuant to an Amendment to Asset Sale and Lease Agreement, dated June 18, 2018, GACP has suspended their obligation to open additional clinics (tolling such obligation to a mutually agreeable date in the future) and has suspended the monthly aggregate number of stem cell kits set forth for purchase in a given month arising from such clinics. All other terms and conditions of the agreements between U.S. Stem Cell, Inc. and GACP remain in full force and effect. As of December 31, 2018 and 2017, GACP owns 4,021,945 shares of the Company’s common stock. |
NOTE 8 - DERIVATIVE LIABILITIES
NOTE 8 - DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | NOTE 8 — DERIVATIVE LIABILITIES Reset warrants On October 1, 2012, in connection with the forbearance agreement with Northstar as discussed in Note 7, the Company issued an aggregate of 15,000 common stock purchase warrants to purchase the Company’s common stock with an exercise price of $14.00 per share for ten years with anti-dilutive (reset) provisions. The Company has identified embedded derivatives related to the issued warrants. These embedded derivatives included certain and anti-dilutive (reset) provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date. During the year ended December 31, 2017, the fair value of the reset provision was reduced to $-0-. The Company recorded a gain on change in derivative liabilities of $24 during the year ended December 31, 2017. Convertible notes In fiscal 2016 and prior, the Company issued convertible promissory notes. These promissory notes were convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these promissory notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of these notes and to fair value as of each subsequent reporting date. During the year ended December 31, 2017, the remaining promissory notes were converted or paid off in full settlement. The fair value of the embedded derivative at note payoff, in the amount of $185,505, was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 247.25%, (3) weighted average risk-free interest rate of 0.87%, (4) expected live of 0.54 years, and (5) estimated fair value of the Company’s common stock of $0.0271 per share. The Company reclassified the determined fair value from liability to equity at the time of the payoff. The Company recorded a loss on change in derivative liabilities of $1,891,229 during the year ended December 31, 2017. The remaining outstanding derivative liability at December 31, 2017 is $-0- Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company had adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible promissory notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. |
NOTE 9 - STOCKHOLDERS' EQUITY
NOTE 9 - STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 — STOCKHOLDERS’ EQUITY Preferred stock On August 17, 2012, the Board of Directors designated 5,000,000 shares of preferred stock as Series A Convertible Preferred Stock which was increased to 20,000,000 shares of preferred stock as Series A Convertible Preferred Stock (currently held by Northstar Biotechnology Group, LLC). Each share of preferred stock is convertible into equal number of common shares at the option of the holder; entitled to 20 votes on all matters presented to be voted by the holders of common stock; upon event of liquidation, entitled to amount equal to stated value plus any accrued and unpaid dividends or other fees before distribution to junior securities. In lieu of the initial two payments due to Northstar on April 1, 2013 and October 1, 2013, the parties have determined to modify the voting rights of the Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders (see Note 7). During the year ended December 31, 2013, the Company issued an aggregate of 20,000,000 shares of Series A Convertible Preferred Stock for principle payment and settlement of forbearance (See Note 7). On March 6, 2017, the Company issued 20,000,000 shares of its common stock upon conversion of the outstanding 20,000,000 shares of Series A Convertible Preferred stock (see Note 7). Common stock During the year ended December 31, 2018, the Company issued an aggregate of 15,055,855 shares of its common stock in settlement of outstanding accounts payable and accrued expenses. In connection with the issuance, the Company incurred a $43,180 net gain in settlement of debt. On October 19, 2018, the Company issued 164,523 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $9,195 due October 1, 2016 per the forbearance agreement. During the year ended December 31, 2018, the Company issued an aggregate of 10,866,274 shares of its common stock for services. During the year ended December 31, 2018, the Company issued an aggregate of 9,350,508 shares of its common stock for $367,700. During the year ended December 31, 2018, the Company issued 526,818 shares of its common stock as reimbursement for expenses incurred by a member of the Company’s board of directors. During the year ended December 31, 2017, the Company issued an aggregate of 164,270,878 shares of its common stock for the conversion of $242,427 of promissory notes payable and related accrued interest. Upon conversion of the promissory notes, the Company recorded an adjustment to the derivative liability in the amount of $2,002,857 (see Note 6). On April 7, 2017, the Company entered into an investment agreement whereby the Company agreed to sell an aggregate of 63,873,275 shares of its common stock for a net purchase price of $5,000,000 ($0.07828 per share). At the execution of the agreement, the Company sold 3,193,664 shares for a purchase price of $250,000 with the remaining sale to be completed within 30 days. The investor has the right to terminate the agreement upon written notice and not complete the purchase. Upon completion of the investment, the investor, or his designee, shall fill one vacancy on the Company’s Board of Directors. On May 18, 2017 the Company received notice from the investor terminating the agreement and, as such, no other shares were sold. On March 1, 2017, the Company issued 11,000,000 shares of common stock in settlement of pending litigation (see note 7). On March 29, 2017, the Company issued 1,748,947 of common stock in settlement of $50,000 outstanding notes payable and $8,601 of accrued interest. On April 1, 2017, the Company issued 286,315 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,703 due October 1, 2015 per the forbearance agreement on Northstar note (See Note 7). On October 2, 2017, the Company issued 559,187 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2015 per the forbearance agreement on Northstar note (See Note 7). On November 11, 2017, the Company issued 828,281 shares of common stock in exchange for $25,000. During the year ended December 31, 2017, the Company issued an aggregate of 14,058,588 shares of its common stock in settlement of outstanding accounts payable and accrued expenses. In connection with the issuance, the Company incurred $359,326 net loss in settlement of debt. Stock Options On April 1, 2013, the Board of Directors approved, subject to subsequently received shareholder approval, the establishment of the Bioheart 2013 Omnibus Equity Compensation Plan, or the “2013 Omnibus Plan” (replacing the 1999 Officers and Employees Stock Option Plan, or the Employee Plan, and the 1999 Directors and Consultants Stock Option Plan). The 2013 Omnibus Plan initially reserved up to fifty thousand (50,000) shares of common stock for issuance. On August 4, 2014, the Board of Directors approved to set the reserve to one hundred thousand (100,000) shares of common stock for issuance and to close the 1999 Officers and Employees Stock Option Plan. On February 2, 2015, at the annual meeting of shareholders, the majority of shareholders approved the 2013 Omnibus Equity Compensation Plan. On November 2, 2015, the Board of Directors approved the increase of the reserve under the 2013 Omnibus Plan to five hundred million (500,000,000) shares of common stock for issuance, effective September 16, 2016, approved an addition of twenty five million (25,000,000) shares of common stock to the reserve, effective April 21, 2017, approved an addition of twenty five million (25,000,000) shares of common stock to the reserve, effective August 7, 2017, approved an addition of thirty million (30,000,000) shares of common stock to the reserve and effective May 7, 2018, approved an addition of one hundred million (100,000,000) shares of common stock to reserve. A summary of options at December 31, 2018 and activity during the two years then ended is presented below: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Options outstanding at January 1, 2017 23,555,777 $ 0.03 9.7 Granted 48,075,000 $ 0.025 10.0 Exercised - Forfeited/Expired (14 ) $ 0.15 Options outstanding at December 31, 2017 71,630,763 $ 0.0280 9.2 Granted 41,340,000 $ 0.0458 10.0 Exercised — Forfeited/Expired (70 ) $ 2,625.080 Options outstanding at December 31, 2018 112,970,693 $ 0.03294 8.7 Options exercisable at December 31, 2018 43,089,443 $ 0.02776 8.4 Available for grant at December 31, 2018 75,068,070 The following information applies to options outstanding and exercisable at December 31, 2018: Exercise Number Option Outstanding Options Average Remaining Contractual Life (years) Weighted Average Number Options Exercisable Weighted Average Exercise price $ 0.0043 16,200,000 8.11 $ 0.0043 4,050,000 $ 0.0043 0.0196 22,850,000 7.72 0.0196 15,350,000 0.0196 0.02511 9,000,000 9.93 0.02511 9,000,000 0.02511 0.02576 2,340,000 9.61 0.02576 - 0.02576 0.03626 31,865,000 8.61 0.03626 14,060,000 0.03626 0.03680 10,000 8.61 0.03680 2,500 0.03680 0.0536 30,000,000 9.36 0.0536 - 0.0536 0.15402 705,363 6.75 0.15402 626,613 0.15402 19.32 150 5.85 19.32 150 19.32 70.00 100 2.66 70.00 100 70.00 210.00 40 2.62 210.00 40 210.00 680.00 40 1.11 680.00 40 680.00 Total 112,970,693 8.67 $ 0.03294 43,089,443 $ 0.02776 The aggregate intrinsic value of the issued and exercisable options of $189,540 and $47,385, respectively, represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $0.016 as of December 31, 2018, which would have been received by the option holders had those option holders exercised their options as of that date. On May 7, 2018, the Company granted an aggregate 30,000,000 options to purchase the Company’s common stock at $0.0536 per share to key employees, vesting over 4 years, at grant date anniversary and exercisable over 10 years. The aggregate fair value of $1,438,473, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 261.13% and Risk free rate: 2.90%. On August 8, 2018, the Company granted an aggregate 2,340,000 options to purchase the Company’s common stock at $0.02576 per share to key employees, vesting over 4 years, at grant date anniversary and exercisable over 10 years. The aggregate fair value of $91,988, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 217.72% and Risk free rate: 2.83%. On December 3, 2018, the Company granted an aggregate 9,000,000 options to purchase the Company’s common stock at $0.02511 per share to board members, vesting immediately exercisable over 10 years. The aggregate fair value of $195,722, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 215.29% and Risk free rate: 2.83%. On February 6, 2017, the Company granted an aggregate 16,200,000 options to purchase the Company’s common stock at $0.0043 per share to key employees, vesting over 4 years, at grant date anniversary and exercisable over 10 years. The aggregate fair value of $53,271, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 235.22% and Risk free rate: 1.86%. On August 7, 2017, the Company granted an aggregate 23,750,000 options to purchase the Company’s common stock from $0.03626 to $0.0368 per share to key employees, vesting over 4 years, at grant date anniversary and exercisable over 10 years. The aggregate fair value of $860,211, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 259.16% and Risk free rate: 1.81%. On August 7, 2017, the Company granted an aggregate 8,125,000 options to purchase the Company’s common stock at $0.03626 per share to members of the Board of Directors, vesting immediately and exercisable over 10 years. The aggregate fair value of $293,545, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 259.16% and Risk free rate: 1.81%. The fair value of all options vesting during the years ended December 31, 2018 and 2017 of $753,007 and $645,483, respectively, was charged to current period operations. As of December 31, 2018, the Company had approximately $1,973,194 of total unrecognized compensation cost related to non-vested awards granted under the 2013 Omnibus Plan, which the Company expects to recognize over a weighted average period of 1.64 years. Warrants A summary of common stock purchase warrants at December 31, 2018 and activity during the two years ended December 31, 2018 is presented below: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Outstanding at January 1, 2017 139,145 $ 173.03 5.5 Issued - Exercised - $ - Expired (5,554 ) $ 1,297.98 Outstanding at December 31, 2017 133,591 $ 126.26 4.7 Issued 1,000,000 $ 0.02713 10.0 Exercised - Expired (19,572 ) $ 24.46 Outstanding at December 31, 2018 1,114,019 $ 14.735 9.1 Exercisable at December 31, 2018 112,474 $ 40.07 4.3 The following information applies to common stock purchase warrants outstanding and exercisable at December 31, 2018: Warrants Outstanding Warrants Exercisable Exercise Shares Weighted- Average Remaining Contractual Term Weighted- Average Exercise Price Shares Weighted- Average Exercise Price $ 0.01 – 20.00 1,086,536 9.2 $ 1.267 86,536 $ 15.59 $ 20.01 – 30.00 19,543 5.2 $ 25.06 19,543 $ 25.06 $ 40.01 - 50.00 2,253 3.8 $ 48.83 2,253 $ 48.83 $ 50.01 –60.00 543 2.6 $ 60.00 543 $ 60.00 > $60.00 $ 5,144 2.8 $ 2,800.69 3,599 $ 701.78 1,114,019 9.1 $ 14.74 $ 112,474 $ 40.070 On August 27, 2018, the Company issued 1,000,000 warrants to purchase the Company’s common stock at $0.02713 per share for services rendered, vesting 6 months from issuance and exercisable over 10 years. The aggregate fair value of $24,986, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 217.01% and Risk free rate: 2.85%. The aggregate intrinsic value of the issued and exercisable warrants of $-0- represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price of $0.016 as of December 31, 2018, which would have been received by the warrant holders had those warrants holders exercised their warrants as of that date. |
NOTE 10 - COMMITMENTS AND CONTI
NOTE 10 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 — COMMITMENTS AND CONTINGENCIES Operating Leases On February 4, 2016, the Company amended its facility lease to extend the term of the lease until August 31, 2019. Approximate annual future minimum lease obligations under non-cancelable operating lease agreements as of December 31, 2018 are as follows: Period ending December 31, 2019 58,448 Employment agreements On May 7, 2018, the Company’s Board of Directors approved the 2018/2019 salary for Mike Tomas, Chief Executive Officer, from $625,000 to $750,000 per year, beginning July 1, 2018 with an incentive bonus ranging from $150,000 to $500,000. In addition, the Board of Directors approved a bonus of $500,000 and options to acquire 20,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of May 7, 2018. The cash bonus may be paid in the form a six month promissory note bearing interest at 5% per annum. On August 7, 2017, the Company’s Board of Directors approved the 2017/2018 salary for Mike Tomas, Chief Executive Officer, from $500,000 to $625,000 per year beginning July 1, 2017 and a cash bonus of $500,000 that will accrue interest at 5% per annum until paid. In addition, the Company granted Mr. Tomas 15,000,000 options to acquire the Company’s stock with an exercise price of $0.03626, vesting over four years on the anniversary and expiring ten years from the date of issuance. On May 7, 2018, the Company’s Board of Directors approved the 2018/2019 salary for Kristin Comella, Chief Scientific Officer, from $325,000 to $400,000 per year, beginning July 1, 2018 with an incentive bonus ranging from $100,000 to $300,000. In addition, the Board of Directors approved a bonus of $300,000 and options to acquire 10,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of May 7, 2018. The cash bonus may be paid in the form a six month promissory note. On August 7, 2017, the Company’s Board of Directors approved the 2017/2018 salary for Kristin Comella, Chief Scientific Officer, from $250,000 to $325,000 per year and a cash bonus of $300,000 that will accrue interest at 5% per annum until paid. In addition, the Company granted Ms. Comella 7,500,000 options to acquire the Company’s stock with an exercise price of $0.03626, vesting over four years on the anniversary and expiring ten years from the date of issuance. Royalty Agreement / Middle East On November 9, 2016, the Company entered into an Intellectual Property License Agreement whereby the Company granted High Rise Group Company the exclusive right to the Company’s intellectual property (as defined) for the licensed use and development in Kuwait and other GCC/Middle East countries for 25 years in exchange for a payment of $75,000 and a 5% royalty generated under the agreement. The licensing agreement is recorded as deferred revenue and amortized over the term of the agreement. The carrying balance as of December 31, 2018 and 2017 was $68,500 and $71,500, respectively. The intent is for U.S. Stem Cell Middle East to offer regenerative treatment options to patients, based on U.S. Stem Cell, Inc. products and technologies like MyoCell™. To date, the first clinic in Kuwait City has been completed but has not begun operations as High Rising Group has not yet been able to secure regulatory approvals to operate. Litigation On December 12, 2017, a product liability lawsuit was filed in Broward County, specifically Jeannine Mallard v. U.S. Stem Cell, Inc., US Stem Cell Clinics LLC., Regenestem, LLC., Regenestem Network, LLC., and Kristin C. Comella. The Company will continue to defend it vigorously. On September 17, 2015, a product liability lawsuit was filed in Broward County, specifically Patsy Bade v. Bioheart, Inc. US Stem Cell Clinics LLC, Alejandro Perez, ARNP, and Shareen Greenbaum, M.D., and on November 30, 2015, a product liability lawsuit was filed in Broward County, specifically Elizabeth Noble v. Bioheart, Inc. US Stem Cell Clinics LLC, Alejandro Perez, ARNP, and Shareen Greenbaum, M.D. During the year ended December 31, 2016, both matters settled by the Company’s insurance policy with no additional cost to the Company, excluding the Company payment of the $100,000 insurance company deductible of which $11,000 was paid in fiscal 2017. As a result of the final settlement and determination of insurance coverage, the Company recognized $100,000 of expense due to litigation for the year ended December 31, 2017, of which $89,000 is included in accrued expenses at December 31, 2018 and 2017. The Company is subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. There was no outstanding litigation as of September 30, 2018 other than that described above. SEC Investigation On or about March 1, 2018, the U.S. Securities and Exchange Commission (“Commission”), Miami Regional Office (“Commission Staff”), served a subpoena upon U.S. Stem Cell, Inc., which seeks the production of certain documents and communications. The Commission Staff is conducting a formal non-public, fact-finding inquiry of U.S. Stem Cell, Inc (“Investigation”). The Investigation is neither an allegation of wrongdoing nor a finding that any violation of law has occurred. The Company is cooperating with, and has provided information and documents to, the Commission Staff. As part of the Investigation, on or about May 14, 2018, the Commission Staff served subpoenas upon Kristin Comella and Mike Tomas, respectively, seeking the production of certain documents and communications. Ms. Comella and Mr. Tomas responded to the respective subpoenas and provided information and documents to the Commission Staff. At this juncture, the Company is not able to predict the duration, scope, results, or consequences of the investigation. There can be no assurance that the Investigation will be resolved in a manner that is not adverse to the Company. Government Claim On May 9, 2018, the U.S. Department of Justice filed an injunctive action, specifically United States of America v. U.S. Stem Clinic, LLC, U.S. Stem Cell, Inc., Kristin C. Comella, and Theodore Gradel. The Complaint was filed at the request of the U.S. Food and Drug Administration (FDA) and alleges that the respective defendants manufacture “stromal vascular fraction” (SVF) products from patient adipose (fat) tissue, which the companies then market as stem cell-based treatments without first obtaining what the government alleges are necessary FDA approvals. The Company has retained counsel to defend in this action. The Company is not able to predict the duration, scope, results, or consequences of the U.S. Department of Justice actions. There can be no assurance that this matter will be resolved in a manner that is not adverse to the Company. |
NOTE 11 - FAIR VALUE MEASUREMEN
NOTE 11 - FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 1 1 — FAIR VALUE MEASUREMENT The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements. The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of December 31, 2018 and 2017, the Company did not have any items that would be classified as level 1 or 2 disclosures. The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in note 8. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Notes 6 and 8 are that of volatility and market price of the underlying common stock of the Company. As of December 31, 2018 and 2017, the Company did not have any derivative instruments that were designated as hedges. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2018: Warrant Liability Debt Derivative Balance, January 1, 2017 $ 24 $ 297,132 Total (gains) losses Transfers out of Level 3 upon conversion or payoff of notes payable — (2,188,361 ) Mark-to-market at December 31, 2017: (24 ) 1,891,229 Balance, December 31, 2017 - - Total (gains) losses Transfers out of Level 3 upon conversion or payoff of notes payable - - Mark-to-market at December 31, 2018: - - Balance, December 31, 2018 $ - $ - Net gain (loss) for the period included in earnings relating to the liabilities held at December 31, 2018 $ - $ - Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. The Company’s stock increased approximately 942% from December 31, 2016 to March 8, 2017 (final conversion of convertible notes). As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases. Stock price is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The estimated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in a higher fair value measurement. |
NOTE 12 - INCOME TAXES
NOTE 12 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 12 — INCOME TAXES The Company follows Accounting Standards Codification subtopic 740, Income Taxes (“ASC 740”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows: 2018 2017 Income taxes using U.S. federal statutory rate $ (453,690 ) $ (1,183,707 ) State income taxes, net of federal benefit (22,280 ) (748,740 ) Return to Provision adjustments - - Nontaxable Gain/Loss on Derivative Instrument - 643,010 Change in Valuation Allowance 1,151,307 (13,387,737 ) Other (675,337 ) 2,185 Federal rate change – Tax Cuts and Jobs Act - 14,674,989 $ - $ - At December 31, 2018, the significant components of the deferred tax assets (liabilities) are summarized below: 2018 2017 Deferred tax assets: Stock Based Compensation $ 3,902,930 $ 3,701,469 Deferred Compensation 415,469 415,469 Net Operating Losses 25,419,811 24,502,969 Other 262,662 229,730 Total deferred tax assets 30,000,872 28,849,637 Deferred tax liabilities: Total deferred tax liabilities - - Valuation allowance 30,000,872 28,849,637 Net deferred tax assets $ - $ – On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”). The Act, which is also commonly referred to as “U.S. tax reform”, significantly changes U.S. corporate income tax laws by, among other provisions, reducing the maximum U.S. corporate income tax rate from 35% to 21% starting in 2018. During the year ending December 31, 2017, the Company reduced deferred tax assets by $14.7 million, offset by a corresponding reduction to its valuation allowance, as a result of the re-measurement of deferred tax assets and liabilities from its 34% effective rate under existing law to the new lower statutory rate of 21%. On December, 22, 2017, SAB 118 was issued due to the complexities involved in accounting for the recently enacted Tax Act. SAB 118 requires the company to include in its financial statements a reasonable estimate of the impact of the Tax Act on earnings to the extent such estimate has been determined. Accordingly, the U.S. provision for income tax for 2017 is based on the reasonable estimate guidance provided by SAB 118. The company is continuing to assess the impact from the Tax Act and will record adjustments in 2018 if necessary. As of December 31, 2018 and December 31, 2017, the Company had U.S. federal net operating loss carryforwards of approximately $98.2 million and $96.7 million, respectively, which expire at various dates from 2019 through 2037. These net operating loss carryforwards may be used to offset future taxable income and thereby reduce the Company’s U.S. federal income taxes. Section 382 of the Internal Revenue Code of 1986 (the “Code”) imposes an annual limit on the ability of a corporation that undergoes a greater than 50% ownership change to use its net operating loss carry forwards to reduce its tax liability. If in the future the Company issues common stock or additional equity instruments convertible in common shares which result in an ownership change exceeding the 50% limitation threshold imposed by section 382 of the Code, the Company’s net operating loss carryforwards may be significantly limited as to the amount of use in a particular years. In addition, all or a portion of the Company’s net operating loss carryforwards may expire unutilized. As of December 31, 2018 and December 31, 2017, the Company had net operating loss carryforwards for state income tax purposes of approximately $98.2 million and $96.7 million, respectively, which expire at various dates from 2019 through 2038. For U.S. purposes, the Company has not completed its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382/383, change of ownership rules. If the Company has had a change in ownership, the NOL’s would be limited as to the amount that could be utilized each year, based on the Code or might be eliminated. The Company has provided a full valuation allowance against its net deferred tax assets, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits of these assets will not be realized. The Company complies with the provisions of FASB ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Management has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740-10. The Company is subject to income tax in the U.S., and certain state jurisdictions. The Company has not been audited by the U.S. Internal Revenue Service, or any states in connection with income taxes. The Company’s tax years generally remain open to examination for all federal and state tax matters until its net operating loss carryforwards are utilized and the applicable statutes of limitation have expired. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations. The Company recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense. |
NOTE 13 - SUBSEQUENT EVENTS
NOTE 13 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 1 3 — SUBSEQUENT EVENTS In January and February 2019, the Company issued an aggregate of 8,598,928 shares of common stock for services rendered On January 29, 2019, through a reorganization of Member Interests of U.S. Stem Cell Clinic, LLC and Regenerative Wellness Clinic, LLC respectively, we increased our holdings, without additional consideration, to a 49.9 percent Member Interest ownership of U.S. Stem Cell Clinic, LLC and Regenerative Wellness Clinic, LLC respectively. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis and business presentation U.S. Stem Cell, Inc. was incorporated under the laws of the State of Florida in August, 1999. The Company is in the cardiovascular sector of the cell technology industry delivering cell therapies and biologics that help address congestive heart failure, lower limb ischemia, chronic heart ischemia, acute myocardial infarctions and other issues. The business includes the development of proprietary cell therapy products as well as revenue generating physician and patient based regenerative medicine/cell therapy training services, cell collection and cell storage services, the sale of cell collection and treatment kits for humans and animals, and the operation of cell therapy clinics. To date, the Company has not generated significant sales revenues in that they remain less than their total operating expenses, has incurred expenses, and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a research and development business enterprise. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition In 2017 and prior, the Company recognized revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client. The Company’s primary sources of revenue are from the sale of test kits and equipment, training services, patient treatments, laboratory services and cell banking. Revenues for kits and equipment sold are not recorded until kits and equipment are received by the customer. Revenues from in-person trainings are recognized when the training occurs and revenues from on demand online trainings are recognized when the customer purchases the rights to the training course. Any cash received as a deposit for trainings are recorded by the Company as a liability. Patient treatments and laboratory services revenue are recognized when those services have been completed or satisfied. Revenues for cell banking sales are accounted for as multiple performance obligations as described in ASC 606 and addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. Because the Company sells its services separately, on more than a limited basis and at a price within a narrow range, the Company was able to allocate revenue based on stand-alone pricing. The multiple performance obligations include stem cell banking, dose retrieval and yearly storage fees. Revenues for stem cell banking and dose retrieval is recognized at the point of service and revenues for the yearly storage fees is recognized over the term of the banking contract, which is typically one year with annual renewals. At December 31, 2018 and 2017, the Company had deferred revenues of $359,165 and $279,542, respectively, which includes $68,500 and $71,500, respectively, to the Intellectual Property Licensing Agreement. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, stock-based compensation, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. |
Receivables, Policy [Policy Text Block] | Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of December 31, 2018 and 2017, allowance for doubtful accounts was $30,808 and $12,298, respectively. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs. |
Equity Method Investments [Policy Text Block] | Investments The Company follows Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10) which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company accounted for its 33 percent member interest ownerships of U.S. Stem Cell Clinic, LLC and Regenerative Wellness Clinic, LLC respectively and its 49 percent member interest ownership of U.S. Stem Cell Clinic of the Villages utilizing the equity method of accounting (See Note 3). |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income The Company does not have any items of comprehensive income in any of the periods presented. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets.” Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. The Company determined that there was no impairment on its long-lived assets during 2018 and 2017. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 15 years. Equipment under capital leases are recorded at the estimated present value of the minimum lease payments. Equipment under capital leases are amortized over the term of the lease, which is three years. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted income (loss) per share as of December 31, 2018 and 2017 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: 2018 2017 Options to purchase common stock 112,970,693 71,630,763 Warrants to purchase common stock 1,114,019 133,591 Totals 114,084,712 71,764,354 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts does not exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. As of December 31, 2018, four customers represented 41%, 10%,16% and 10%, respectively, representing an aggregate of 77% of the Company’s accounts receivable. As of December 31, 2017, three customers represented 27% 15% and 13% respectively, representing an aggregate of 55% of the Company’s accounts receivable. For the year ended December 31, 2018, the Company’s revenues earned from the sale of products and services to one customer, a related party, were $734,966, which represented 11% of the Company’s revenues. For the year ended December 31, 2017, the Company’s revenues earned from sale of products and services did not include any customers representing 10% or more of the Company’s total revenues. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $5,439 and $6,644 for the year ended December 31, 2018 and 2017, respectively. |
Reliance on Key Personnel and Consultants [Policy Text Block] | Reliance on Key Personnel and Consultants The Company has ten full-time employees and one part-time employee. The Company is heavily dependent on the continued active participation of its two current executive officers, one employee and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Derivatives, Policy [Policy Text Block] | Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2018 and 2017, the Company did not have any derivative instruments that were designated as hedges. At March 8, 2017 and prior, the Company had outstanding convertible notes and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. At December 31, 2018 and 2017, all notes and warrants that contained derivative instruments were converted, settled or paid off and thus there were no outstanding convertible notes or warrants with these features (See Note 6 and Note 8). |
Deposit Contracts, Policy [Policy Text Block] | Long Term Deposits Long term deposits are comprised of the following: On March 3, 2017, the Company entered into a customer purchase agreement with General American Capital Partners (GACP), whereby the Company agreed to sell, for $50,000, the first 5,000 customers of the cell banking business after the effective date of the equipment sale/leaseback agreement with rights to purchase additional customers at a price of $20 per customer. There is no reduction in the selling price should the new customers be fewer than 5,000. The effective date of the sale is upon the expiry or early termination of the related equipment lease transaction (See Notes 4 and 6). On March 3, 2017, the Company entered into an asset purchase agreement of intellectual property with GACP whereby the Company agreed to sell all of the Company’s worldwide rights, title or interest in certain intellectual and other property (as defined) associated with the cell banking business for $50,000. The effective date of the sale is upon the expiry or early termination of the related equipment lease transaction (See Notes 4, 6, and 7). |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2016, the FASB established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard will have a material effect on the Company’s financial statements. The most significant effects of adoption relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities. Upon adoption, the Company will recognize additional operating lease liabilities, net of deferred rent, of approximately $56,734 based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company expects to recognize corresponding ROU assets of approximately $56,734. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company will elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Beginning in 2019, the Company expects changes to its disclosed lease recognition policies and practices, as well as to other related financial statement disclosures due to the adoption of this standard. These revised disclosures will be made in the Company’s first quarterly report in 2019. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value because of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently reviewing the impact of adoption of ASU 2017-11 on its financial statements. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
NOTE 1 - SIGNIFICANT ACCOUNTI_2
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: 2018 2017 Options to purchase common stock 112,970,693 71,630,763 Warrants to purchase common stock 1,114,019 133,591 Totals 114,084,712 71,764,354 |
NOTE 4 - PROPERTY AND EQUIPME_2
NOTE 4 - PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment as of December 31, 2018 and 2017 is summarized as follows: 2018 2017 Laboratory and medical equipment $ 5,590 $ 5,590 Furniture, fixtures and equipment 125,633 125,633 Computer equipment 49,951 49,951 Equipment under capital lease 624,602 624,602 Leasehold improvements 362,046 362,046 1,167,822 1,167,822 Less accumulated depreciation and amortization (925,207 ) (718,075 ) $ 242,615 $ 449,747 |
NOTE 5 - ACCRUED EXPENSES (Tabl
NOTE 5 - ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consisted of the following as of December 31, 2018 and 2017: 2018 2017 Interest and fees payable to the Guarantors of the Company’s loan agreement with Seaside Bank $ 347,235 $ 248,746 Interest payable on notes payable-related party (See Note 7) 482,784 381,667 Vendor accruals and other 146,420 146,421 Marketing obligation 179,353 141,560 Employee commissions, compensation, etc. - 10,725 $ 1,155,792 $ 929,119 |
NOTE 6 - NOTES AND CAPITAL LE_2
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Notes and capital lease payable were comprised of the following as of December 31, 2018 and 2017: 2018 2017 Seaside Bank note payable. $ 980,000 $ 980,000 Hunton & Williams note(s) payable 444,000 584,000 Power Up Lending Group notes payable 145,486 94,448 Lab and medical equipment capitalized leases 264,590 468,465 Total notes payable 1,834,076 2,126,913 Less unamortized debt discount (74,653 ) (94,866 ) Total notes payable net of unamortized debt discount 1,759,423 2,032,047 Less current portion (462,330 ) (1,344,594 ) Long term portion $ 1,297,093 $ 687,453 |
Schedule of Capital Leased Assets [Table Text Block] | The following summarizes the assets under capital leases: 2018 2017 Classes of property Lab, medical and other equipment $ 619,825 $ 619,825 Office equipment 4,777 4,777 Less: accumulated depreciation (383,559 ) (174,120 ) $ 241,043 $ 450,482 2018 2017 Current leases payable $ 225,084 $ 203,875 Long-term leases payable 39,506 264,590 Total $ 264,590 $ 468,465 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The following summarizes total future minimum lease payments at December 31, 2018: Period ending December 31, 2019 241,396 2020 60,000 Total minimum lease payments 301,396 Amount representing interest (36,806 ) Present value of minimum lease payments 264,590 Current portion of capital lease obligations 225,084 Capital lease obligation, less current portion $ 39,506 |
NOTE 7 - RELATED PARTY TRANSA_2
NOTE 7 - RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Officer and Director Notes 2018 2017 Note payable, Mr. Tomas $ - $ 101,729 Note payable, Mr. Tomas - 500,000 Note payable, Mr. Tomas 483,293 500,000 Note payable, Mr. Tomas 500,000 - Note payable, Dr. Comella 147,711 237,797 Note payable, Dr. Comella 300,000 300,000 Note payable, Dr. Comella 300,000 - Total $ 1,731,004 $ 1,639,526 |
NOTE 9 - STOCKHOLDERS' EQUITY (
NOTE 9 - STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of options at December 31, 2018 and activity during the two years then ended is presented below: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Options outstanding at January 1, 2017 23,555,777 $ 0.03 9.7 Granted 48,075,000 $ 0.025 10.0 Exercised - Forfeited/Expired (14 ) $ 0.15 Options outstanding at December 31, 2017 71,630,763 $ 0.0280 9.2 Granted 41,340,000 $ 0.0458 10.0 Exercised — Forfeited/Expired (70 ) $ 2,625.080 Options outstanding at December 31, 2018 112,970,693 $ 0.03294 8.7 Options exercisable at December 31, 2018 43,089,443 $ 0.02776 8.4 Available for grant at December 31, 2018 75,068,070 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following information applies to options outstanding and exercisable at December 31, 2018: Exercise Number Option Outstanding Options Average Remaining Contractual Life (years) Weighted Average Number Options Exercisable Weighted Average Exercise price $ 0.0043 16,200,000 8.11 $ 0.0043 4,050,000 $ 0.0043 0.0196 22,850,000 7.72 0.0196 15,350,000 0.0196 0.02511 9,000,000 9.93 0.02511 9,000,000 0.02511 0.02576 2,340,000 9.61 0.02576 - 0.02576 0.03626 31,865,000 8.61 0.03626 14,060,000 0.03626 0.03680 10,000 8.61 0.03680 2,500 0.03680 0.0536 30,000,000 9.36 0.0536 - 0.0536 0.15402 705,363 6.75 0.15402 626,613 0.15402 19.32 150 5.85 19.32 150 19.32 70.00 100 2.66 70.00 100 70.00 210.00 40 2.62 210.00 40 210.00 680.00 40 1.11 680.00 40 680.00 Total 112,970,693 8.67 $ 0.03294 43,089,443 $ 0.02776 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of common stock purchase warrants at December 31, 2018 and activity during the two years ended December 31, 2018 is presented below: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Outstanding at January 1, 2017 139,145 $ 173.03 5.5 Issued - Exercised - $ - Expired (5,554 ) $ 1,297.98 Outstanding at December 31, 2017 133,591 $ 126.26 4.7 Issued 1,000,000 $ 0.02713 10.0 Exercised - Expired (19,572 ) $ 24.46 Outstanding at December 31, 2018 1,114,019 $ 14.735 9.1 Exercisable at December 31, 2018 112,474 $ 40.07 4.3 |
Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block] | The following information applies to common stock purchase warrants outstanding and exercisable at December 31, 2018: Warrants Outstanding Warrants Exercisable Exercise Shares Weighted- Average Remaining Contractual Term Weighted- Average Exercise Price Shares Weighted- Average Exercise Price $ 0.01 – 20.00 1,086,536 9.2 $ 1.267 86,536 $ 15.59 $ 20.01 – 30.00 19,543 5.2 $ 25.06 19,543 $ 25.06 $ 40.01 - 50.00 2,253 3.8 $ 48.83 2,253 $ 48.83 $ 50.01 –60.00 543 2.6 $ 60.00 543 $ 60.00 > $60.00 $ 5,144 2.8 $ 2,800.69 3,599 $ 701.78 1,114,019 9.1 $ 14.74 $ 112,474 $ 40.070 |
NOTE 10 - COMMITMENTS AND CON_2
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | On February 4, 2016, the Company amended its facility lease to extend the term of the lease until August 31, 2019. Approximate annual future minimum lease obligations under non-cancelable operating lease agreements as of December 31, 2018 are as follows: Period ending December 31, 2019 58,448 |
NOTE 11 - FAIR VALUE MEASUREM_2
NOTE 11 - FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2018: Warrant Liability Debt Derivative Balance, January 1, 2017 $ 24 $ 297,132 Total (gains) losses Transfers out of Level 3 upon conversion or payoff of notes payable — (2,188,361 ) Mark-to-market at December 31, 2017: (24 ) 1,891,229 Balance, December 31, 2017 - - Total (gains) losses Transfers out of Level 3 upon conversion or payoff of notes payable - - Mark-to-market at December 31, 2018: - - Balance, December 31, 2018 $ - $ - Net gain (loss) for the period included in earnings relating to the liabilities held at December 31, 2018 $ - $ - |
NOTE 12 - INCOME TAXES (Tables)
NOTE 12 - INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows: 2018 2017 Income taxes using U.S. federal statutory rate $ (453,690 ) $ (1,183,707 ) State income taxes, net of federal benefit (22,280 ) (748,740 ) Return to Provision adjustments - - Nontaxable Gain/Loss on Derivative Instrument - 643,010 Change in Valuation Allowance 1,151,307 (13,387,737 ) Other (675,337 ) 2,185 Federal rate change – Tax Cuts and Jobs Act - 14,674,989 $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | At December 31, 2018, the significant components of the deferred tax assets (liabilities) are summarized below: 2018 2017 Deferred tax assets: Stock Based Compensation $ 3,902,930 $ 3,701,469 Deferred Compensation 415,469 415,469 Net Operating Losses 25,419,811 24,502,969 Other 262,662 229,730 Total deferred tax assets 30,000,872 28,849,637 Deferred tax liabilities: Total deferred tax liabilities - - Valuation allowance 30,000,872 28,849,637 Net deferred tax assets $ - $ – |
NOTE 1 - SIGNIFICANT ACCOUNTI_3
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 03, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | Jan. 30, 2018 |
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Deferred Revenue | $ 359,165 | $ 279,542 | |||
Allowance for Doubtful Accounts Receivable, Current | 30,808 | 12,298 | |||
Research and Development Expense | $ 5,439 | $ 6,644 | |||
Proceeds from Sale of Machinery and Equipment | $ 50,000 | ||||
Assets Held under Capital Leases [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Subsequent Event [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Operating Lease, Liability | $ 56,734 | ||||
Operating Lease, Right-of-Use Asset | $ 56,734 | ||||
Minimum [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Maximum [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 15 years | ||||
Credit Concentration Risk [Member] | Accounts Receivable [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 77.00% | 55.00% | |||
Customer One [Member] | Credit Concentration Risk [Member] | Accounts Receivable [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 41.00% | 27.00% | |||
Customer Two [Member] | Credit Concentration Risk [Member] | Accounts Receivable [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | 13.00% | |||
Customer Three [Member] | Credit Concentration Risk [Member] | Accounts Receivable [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 16.00% | 15.00% | |||
Customer Four [Member] | Credit Concentration Risk [Member] | Accounts Receivable [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | ||||
Single Customer [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Revenue from Related Parties | $ 734,966 | ||||
Revenue from Related Party, Percentage of Total Revenue | 11.00% | ||||
Royalty Arrangement [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Deferred Revenue | $ 68,500 | $ 71,500 | |||
U.S. Stem Cell Clinic, LLC [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 33.00% | ||||
U.S. Stem Cell Clinic of The Village LLC (the "LLC") [Member] | |||||
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 49.00% | 49.00% |
NOTE 1 - SIGNIFICANT ACCOUNTI_4
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 114,084,712 | 71,764,354 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 112,970,693 | 71,630,763 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,114,019 | 133,591 |
NOTE 2 - GOING CONCERN AND MA_2
NOTE 2 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss) Attributable to Parent | $ (2,160,427) | $ (3,481,491) |
Working Capital (Deficit) | $ (4,410,129) |
NOTE 3 - INVESTMENTS (Details)
NOTE 3 - INVESTMENTS (Details) - USD ($) | Jan. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 |
U.S. Stem Cell Clinic, LLC [Member] | ||||
NOTE 3 - INVESTMENTS (Details) [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 33.00% | 33.00% | ||
Income (Loss) from Equity Method Investments | $ 172,995 | $ 192,383 | $ 548,206 | |
Proceeds from Equity Method Investment, Distribution | 199,000 | 225,000 | 599,000 | |
Investments | 8,921 | 34,926 | 8,921 | |
Accounts Receivable, Net | 0 | 8,449 | $ 0 | |
Revenues | $ 734,966 | 540,023 | ||
Regenerative Wellness Clinic, LLC [Member] | ||||
NOTE 3 - INVESTMENTS (Details) [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 33.00% | 33.00% | ||
Income (Loss) from Equity Method Investments | $ 70,787 | (12,765) | ||
Proceeds from Equity Method Investment, Distribution | 49,000 | |||
Accounts Receivable, Net | 0 | 15,115 | $ 0 | |
Revenues | 198,294 | 22,771 | ||
Equity Method Investment, Summarized Financial Information, Net Income (Loss) | 0 | |||
Equity Method Investments | $ 21,787 | 0 | $ 21,787 | |
Gain (Loss) on Investments | $ (9,695) | |||
U.S. Stem Cell Clinic of The Village LLC (the "LLC") [Member] | ||||
NOTE 3 - INVESTMENTS (Details) [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 49.00% | 49.00% | 49.00% | |
Income (Loss) from Equity Method Investments | $ 4,031 | |||
Proceeds from Equity Method Investment, Distribution | 63,700 | |||
Revenues | 197,716 | |||
Equity Method Investments | 27,081 | $ 27,081 | ||
Related Party Transaction, Description of Transaction | To that end, U.S. Stem Cell Clinic of The Villages LLC (the “LLC”) was formed January 30, 2018. Knutson provided the Company with the sum of Three Hundred Thousand Dollars ($300,000) (the “Investment”) to be utilized for the formation and initial operation of the LLC.  Currently, Knutson holds a 51% member interest in the LLC and the Company holds a 49% member interest. The Company will provide operating assistance as well as management services, the latter to be compensated at fee of five percent (5%) of the LLC gross revenues | |||
Ownership Percentage by Knutson | 51.00% | |||
Proceeds from Contributed Capital | 86,750 | |||
Accounts Receivable, Gross | $ 0 | $ 0 | ||
U.S. Stem Cell Clinic of The Village LLC (the "LLC") [Member] | Utilized for Fromation of LLC [Member] | ||||
NOTE 3 - INVESTMENTS (Details) [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | $ 300,000 |
NOTE 4 - PROPERTY AND EQUIPME_3
NOTE 4 - PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 03, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
NOTE 4 - PROPERTY AND EQUIPMENT (Details) [Line Items] | |||
Sale Leaseback Transaction, Net Book Value | $ 400,000 | ||
Sale Leaseback Transaction, Lease Terms | leased back the sold equipment over a three year term | ||
Capital Leased Assets, Gross | $ 624,602 | $ 624,602 | |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 383,559 | 174,120 | |
Sale Leaseback Transaction, Deferred Gain, Gross | $ 386,535 | ||
Sale Leaseback Transaction, Current Period Gain Recognized | 128,845 | 107,371 | |
Sale Leaseback Transaction, Deferred Gain, Net | 150,319 | 279,165 | |
Depreciation | 207,132 | 178,745 | |
Cost, Depreciation | 206,608 | 172,174 | |
Assets Held under Capital Leases [Member] | |||
NOTE 4 - PROPERTY AND EQUIPMENT (Details) [Line Items] | |||
Capital Leased Assets, Gross | 624,602 | 624,602 | |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | $ 383,559 | $ 174,120 |
NOTE 4 - PROPERTY AND EQUIPME_4
NOTE 4 - PROPERTY AND EQUIPMENT (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Property and Equipment [Abstract] | ||
Laboratory and medical equipment | $ 5,590 | $ 5,590 |
Furniture, fixtures and equipment | 125,633 | 125,633 |
Computer equipment | 49,951 | 49,951 |
Equipment under capital lease | 624,602 | 624,602 |
Leasehold improvements | 362,046 | 362,046 |
1,167,822 | 1,167,822 | |
Less accumulated depreciation and amortization | (925,207) | (718,075) |
$ 242,615 | $ 449,747 |
NOTE 5 - ACCRUED EXPENSES (Deta
NOTE 5 - ACCRUED EXPENSES (Details) - USD ($) | Oct. 19, 2018 | Oct. 02, 2017 | Apr. 01, 2017 | Mar. 29, 2017 | Mar. 01, 2017 | Oct. 07, 2015 | Dec. 31, 2018 | Dec. 31, 2017 |
NOTE 5 - ACCRUED EXPENSES (Details) [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 164,523 | 559,187 | 286,315 | 1,748,947 | 20,000,000 | 34,522 | 164,270,878 | |
Gain (Loss) on Extinguishment of Debt | $ 5,625 | $ (126,457) | ||||||
Accounts Payable [Member] | ||||||||
NOTE 5 - ACCRUED EXPENSES (Details) [Line Items] | ||||||||
Gain (Loss) on Extinguishment of Debt | $ 37,674 | |||||||
Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member] | ||||||||
NOTE 5 - ACCRUED EXPENSES (Details) [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 15,220,378 | 14,058,588 | ||||||
Gain (Loss) on Extinguishment of Debt | $ 43,180 | $ (359,326) |
NOTE 5 - ACCRUED EXPENSES (De_2
NOTE 5 - ACCRUED EXPENSES (Details) - Schedule of Accrued Liabilities - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Accrued Liabilities [Abstract] | ||
Interest and fees payable to the Guarantors of the Company’s loan agreement with Seaside Bank | $ 347,235 | $ 248,746 |
Interest payable on notes payable-related party (See Note 7) | 482,784 | 381,667 |
Vendor accruals and other | 146,420 | 146,421 |
Marketing obligation | 179,353 | 141,560 |
Employee commissions, compensation, etc. | 0 | 10,725 |
$ 1,155,792 | $ 929,119 |
NOTE 6 - NOTES AND CAPITAL LE_3
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) | Nov. 08, 2018USD ($) | May 29, 2018USD ($) | Jan. 02, 2018USD ($) | Sep. 12, 2017USD ($) | Aug. 31, 2017USD ($) | Mar. 03, 2017USD ($) | Feb. 22, 2017USD ($) | Jun. 01, 2015USD ($) | Mar. 31, 2018 | Sep. 30, 2017 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 25, 2010 |
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Notes Payable | $ 1,834,076 | $ 2,126,913 | ||||||||||||
Debt Instrument, Unamortized Discount | 74,653 | 94,866 | ||||||||||||
Amortization of Debt Discount (Premium) | 195,967 | 126,436 | ||||||||||||
Gain (Loss) on Extinguishment of Debt | 5,625 | (126,457) | ||||||||||||
Capital Lease Obligations | 264,590 | 468,465 | ||||||||||||
Power Up Lending Group Notes Payable [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Notes Payable | $ 94,447 | 145,486 | ||||||||||||
Debt Instrument, Unamortized Discount | $ 35,342 | 43,452 | ||||||||||||
Power Up Lending Group Notes Payable [Member] | Revenue Based Factoring Agreement [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Debt Instrument, Payment Terms | Under the terms of the factoring agreement, the Company is required to make daily payments equal to $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments equal to $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments equal to $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments equal to $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments equal to $1,316 for 168 business days. | |||||||||
Proceeds from Issuance of Debt | $ 137,200 | $ 137,200 | $ 137,200 | $ 137,200 | $ 165,000 | |||||||||
Debt Instrument, Fee Amount | 2,800 | 2,800 | 2,800 | 2,800 | $ 3,300 | |||||||||
Debt Instrument, Face Amount | 187,600 | 187,600 | 187,600 | 187,600 | $ 221,100 | |||||||||
Other Income | 51,700 | |||||||||||||
Gain (Loss) on Extinguishment of Debt | 37,604 | 5,105 | (5,154) | 2,734 | $ 41,516 | |||||||||
Proceeds from Debt, Net of Issuance Costs | $ 93,809 | $ 78,495 | $ 47,907 | $ 103,085 | ||||||||||
Notes Payable to Banks [Member] | Seaside National Bank and Trust [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | |||||||||||||
Debt Instrument, Maturity Date | May 18, 2020 | |||||||||||||
Notes Payable | 980,000 | 980,000 | ||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Debt Instrument, Unamortized Discount | 99,183 | 169,072 | ||||||||||||
Notes Payable, Other Payables [Member] | Hunton & Williams Notes [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||
Number of Outstanding Notes Payable | 2 | |||||||||||||
Notes Payable | 444,000 | 584,000 | ||||||||||||
Debt Instrument, Payment Terms | payable in one balloon payment upon the date of a written demand and upon certain triggering events occurring | payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar Biotech Group, LLC (or successor) Loan is paid off. | ||||||||||||
Other Notes Payable | $ 747,680 | |||||||||||||
Accounts Payable, Other, Current | 40,596 | |||||||||||||
Notes and Loans Payable | $ 788,276 | |||||||||||||
Debt Instrument, Description | The note holder agreed to accept full payment of their obligation of over a four (4) year period in 48 monthly installments on an adjusted debt obligation in aggregate of $624,000 (reducing the outstanding balance), with such payments staggered in amounts such that the Company will pay $10,000 monthly the first year, $12,000 monthly the second year, $14,000 monthly the third year, and $16,000 monthly the final year.  In addition, the note holder agreed to suspend accrual interest on the notes commencing September 1, 2017. | |||||||||||||
Imputed Interest, Rate | 5.00% | |||||||||||||
Debt Instrument, Unamortized Discount | $ 69,700 | 31,201 | ||||||||||||
Amortization of Debt Discount (Premium) | 28,322 | 10,176 | ||||||||||||
Notes Payable, Other Payables [Member] | Hunton & Williams Note #1 [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Notes Payable | $ 61,150 | |||||||||||||
Notes Payable, Other Payables [Member] | Hunton & Williams Note #2 [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Notes Payable | $ 323,822 | |||||||||||||
Notes Payable, Other Payables [Member] | Power Up Lending Group Notes Payable [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Notes Payable | 145,486 | 94,448 | ||||||||||||
Notes Payable, Other Payables [Member] | Note Payable, Settlement of Subordinated Debt, Accrued Interest and Guarantor Fees [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Debt Instrument, Maturity Date | Jun. 1, 2020 | |||||||||||||
Notes Payable | 1,397,762 | |||||||||||||
Imputed Interest, Rate | 5.00% | |||||||||||||
Debt Instrument, Unamortized Discount | $ 368,615 | 99,184 | ||||||||||||
Amortization of Debt Discount (Premium) | 69,889 | 71,450 | ||||||||||||
Debt Instrument, Face Amount | $ 1,697,762 | |||||||||||||
Debt Instrument, Interest Rate Terms | non-interest bearing | |||||||||||||
Debt Instrument, Frequency of Periodic Payment | four semi-annual | |||||||||||||
Debt Instrument, Periodic Payment | $ 75,000 | |||||||||||||
Debt Instrument, Date of First Required Payment | Dec. 31, 2015 | |||||||||||||
Capital Lease Obligations [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Notes Payable | $ 264,590 | $ 468,465 | ||||||||||||
Debt Instrument, Face Amount | $ 400,000 | |||||||||||||
Debt Instrument, Term | 3 years | |||||||||||||
Capital Lease Obligations | $ 619,825 | |||||||||||||
Sale Leaseback Transaction, Monthly Rental Payments | $ 20,000 | |||||||||||||
Revenue Precentage, Year One [Member] | Capital Lease Obligations [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Sale Leaseback Transaction, Rate of Revenues to be Paid | 2.30% | |||||||||||||
Revenue Precentage, Year Two [Member] | Capital Lease Obligations [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Sale Leaseback Transaction, Rate of Revenues to be Paid | 22.50% | |||||||||||||
Revenue Precentage, Year Three [Member] | Capital Lease Obligations [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Sale Leaseback Transaction, Rate of Revenues to be Paid | 31.60% | |||||||||||||
Principal [Member] | Notes Payable, Other Payables [Member] | Note Payable, Settlement of Subordinated Debt, Accrued Interest and Guarantor Fees [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,500,000 | |||||||||||||
Interest [Member] | Notes Payable, Other Payables [Member] | Note Payable, Settlement of Subordinated Debt, Accrued Interest and Guarantor Fees [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | 373,469 | |||||||||||||
Unpaid Guarantor Fees [Member] | Notes Payable, Other Payables [Member] | Note Payable, Settlement of Subordinated Debt, Accrued Interest and Guarantor Fees [Member] | ||||||||||||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 624,737 |
NOTE 6 - NOTES AND CAPITAL LE_4
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 12, 2017 | Aug. 31, 2017 |
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | $ 1,834,076 | $ 2,126,913 | ||
Less unamortized debt discount | (74,653) | (94,866) | ||
Total notes payable net of unamortized debt discount | 1,759,423 | 2,032,047 | ||
Less current portion | (462,330) | (1,344,594) | ||
Long term portion | 1,297,093 | 687,453 | ||
Power Up Lending Group Notes Payable [Member] | ||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | 145,486 | $ 94,447 | ||
Less unamortized debt discount | (43,452) | $ (35,342) | ||
Notes Payable to Banks [Member] | Seaside National Bank and Trust [Member] | ||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | 980,000 | 980,000 | ||
Notes Payable, Other Payables [Member] | ||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Less unamortized debt discount | (99,183) | (169,072) | ||
Notes Payable, Other Payables [Member] | Hunton & Williams Notes [Member] | ||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | 444,000 | 584,000 | ||
Less unamortized debt discount | (31,201) | $ (69,700) | ||
Notes Payable, Other Payables [Member] | Power Up Lending Group Notes Payable [Member] | ||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | 145,486 | 94,448 | ||
Capital Lease Obligations [Member] | ||||
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | $ 264,590 | $ 468,465 |
NOTE 6 - NOTES AND CAPITAL LE_5
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Capital Leased Assets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Capital Leased Assets [Line Items] | ||
Capital Leased Assets, Gross | $ 624,602 | $ 624,602 |
Less: accumulated depreciation | (383,559) | (174,120) |
Capital Leases, Balance Sheet, Assets by Major Class, Net | 241,043 | 450,482 |
Current leases payable | 225,084 | 203,875 |
Long-term leases payable | 39,506 | 264,590 |
Total | 264,590 | 468,465 |
Equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital Leased Assets, Gross | 619,825 | 619,825 |
Office Equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital Leased Assets, Gross | $ 4,777 | $ 4,777 |
NOTE 6 - NOTES AND CAPITAL LE_6
NOTE 6 - NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Future Minimum Lease Payments for Capital Leases - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Future Minimum Lease Payments for Capital Leases [Abstract] | ||
2019 | $ 241,396 | |
2020 | 60,000 | |
Total minimum lease payments | 301,396 | |
Amount representing interest | (36,806) | |
Present value of minimum lease payments | 264,590 | |
Current portion of capital lease obligations | 225,084 | $ 203,875 |
Capital lease obligation, less current portion | $ 39,506 | $ 264,590 |
NOTE 7 - RELATED PARTY TRANSA_3
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Oct. 19, 2018 | May 07, 2018 | Nov. 11, 2017 | Oct. 02, 2017 | Aug. 07, 2017 | May 01, 2017 | Apr. 03, 2017 | Apr. 01, 2017 | Mar. 29, 2017 | Mar. 09, 2017 | Mar. 03, 2017 | Mar. 01, 2017 | Nov. 09, 2016 | Oct. 06, 2016 | May 01, 2016 | Apr. 07, 2016 | Oct. 07, 2015 | Oct. 02, 2015 | Apr. 03, 2015 | Oct. 03, 2014 | Jul. 01, 2014 | Apr. 02, 2014 | Dec. 24, 2013 | Sep. 30, 2013 | Oct. 01, 2012 | Sep. 21, 2012 | Mar. 30, 2012 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | Sep. 06, 2016 | Dec. 31, 2015 | Feb. 28, 2013 | Feb. 29, 2012 |
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Due to Related Parties, Current | $ 234,901 | $ 104,901 | |||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 1,000,000 | 0 | |||||||||||||||||||||||||||||||||
Percentage of Revenues to be Received as Royalty | 5.00% | ||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 164,523 | 559,187 | 286,315 | 1,748,947 | 20,000,000 | 34,522 | 164,270,878 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 11,000,000 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 578,479 | ||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 9,195 | $ 12,705 | $ 12,703 | $ 100,000 | $ 242,427 | ||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 1,731,004 | 1,639,526 | |||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 656,468 | 530,178 | |||||||||||||||||||||||||||||||||
Notes Payable, Related Parties, Current | 1,993,104 | 1,901,526 | |||||||||||||||||||||||||||||||||
Repayments of Related Party Debt | 708,422 | 1,138,759 | |||||||||||||||||||||||||||||||||
Accounts Payable, Related Parties, Current | 75,714 | 201,973 | |||||||||||||||||||||||||||||||||
Sale Leaseback Transaction, Net Book Value | $ 400,000 | ||||||||||||||||||||||||||||||||||
Sale Leaseback Transaction, Lease Terms | leased back the sold equipment over a three year term | ||||||||||||||||||||||||||||||||||
Percentage of Renenue Accrued for Marketing | 10.00% | ||||||||||||||||||||||||||||||||||
Accrued Marketing Costs, Current | $ 179,353 | 141,560 | |||||||||||||||||||||||||||||||||
Sale Leaseback Transaction, Description | Company agreed to sell, for $50,000, the first 5,000 customers of the cell banking business after the effective date of the equipment sale/leaseback agreement with rights to purchase additional customers at a price of $20 per customer.  There is no reduction in the selling price should the new customers be fewer than 5,000.  The effective date of the sale is upon the expiry or early termination of the related equipment lease transaction | ||||||||||||||||||||||||||||||||||
Proceeds from Sale of Machinery and Equipment | $ 50,000 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 828,281 | 9,350,508 | |||||||||||||||||||||||||||||||||
Northstar Claims [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Percentage of Revenues to be Received as Royalty | 10.00% | ||||||||||||||||||||||||||||||||||
Stockholders' Equity, Other Shares (in Shares) | 11,000,000 | ||||||||||||||||||||||||||||||||||
Number of Directors | 2 | ||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 5.00% | ||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Related Party Transaction, Description of Transaction | The agreement is for 12 months and renewable for 6 month periods.  Compensation is at $250 per hour or, at the Company’s discretion, in shares of the Company’s common stock | ||||||||||||||||||||||||||||||||||
Professional Fees | $ 120,000 | 120,000 | |||||||||||||||||||||||||||||||||
Accounts Payable, Related Parties, Current | $ 64,909 | 187,409 | |||||||||||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 526,818 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Preferred Stock, Voting Rights | modify the voting rights of the subsequently cancelled Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders and all prior and subsequent payments of interest will be in common stock | ||||||||||||||||||||||||||||||||||
GACP Stem Cell Bank, LLC [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Investment Agreement, Value | $ 3,000,000 | $ 5,000,000 | |||||||||||||||||||||||||||||||||
Investment Agreement, Number of Shares (in Shares) | 63,873,275 | ||||||||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 250,000 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 858,281 | ||||||||||||||||||||||||||||||||||
Shares Held by Affiliate (in Shares) | 4,021,945 | ||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Affiliated Entity [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 544,267 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | Company was obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six month anniversary of the effective date (October 1, 2012). | agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. The Company did not make the required payment, and as a result, was in default of the revised agreement. The Company renegotiated the terms of the Note and Northstar agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock. | |||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 15,000 | 5,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000 shares of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights.In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing, and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated. | ||||||||||||||||||||||||||||||||||
Percentage of Revenues to be Received as Royalty | 8.00% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.85% | 7.00% | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 164,523 | 559,187 | 286,315 | 3,916 | 8,772 | ||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 9,195 | $ 12,705 | $ 12,703 | $ 85,447 | $ 100,000 | ||||||||||||||||||||||||||||||
Notes Payable, Related Parties | $ 262,000 | $ 262,000 | |||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Director [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,748,947 | ||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | $ 50,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 15, 2015 | ||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Interest Payable | 340,009 | 282,701 | |||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Chief Scientific Officer [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Interest Payable | 102,974 | 67,884 | |||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Series A Preferred Stock [Member] | Affiliated Entity [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 316,800 | ||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Note Payable #3 [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 0 | 101,729 | |||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 101,729 | 398,271 | |||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Note Payable #3 [Member] | Chief Scientific Officer [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 300,000 | 300,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Note Payable #1 [Member] | Chief Scientific Officer [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 1, 2015 | ||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Note Payable #4 [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 0 | 500,000 | |||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 500,000 | ||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties, Current | 500,000 | ||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Note Payable #4 [Member] | Chief Scientific Officer [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | $ 300,000 | 300,000 | 0 | ||||||||||||||||||||||||||||||||
Debt Instrument, Term | 6 months | ||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Note Payable #5 [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 483,293 | 500,000 | |||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 16,707 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Note Payable #6 [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | $ 500,000 | 500,000 | 0 | ||||||||||||||||||||||||||||||||
Debt Instrument, Term | 6 months | ||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Note Payable #2 [Member] | Chief Scientific Officer [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 147,711 | 237,797 | |||||||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 90,086 | $ 62,203 | |||||||||||||||||||||||||||||||||
Interest [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 8,601 | ||||||||||||||||||||||||||||||||||
Interest [Member] | Notes Payable, Other Payables [Member] | Affiliated Entity [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 848,490 | 57,778 | 4,156 | 1,363 | 515 | 275 | |||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 12,705 | $ 12,705 | $ 12,635 | $ 12,705 | $ 12,635 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 12,705 | ||||||||||||||||||||||||||||||||||
Interest [Member] | Notes Payable, Other Payables [Member] | Director [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 8,601 | ||||||||||||||||||||||||||||||||||
Principal [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 50,000 | ||||||||||||||||||||||||||||||||||
Principal [Member] | Notes Payable, Other Payables [Member] | Director [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | ||||||||||||||||||||||||||||||||||
Stock Issued for Conversion of Series A Preferred Stock and Litigation Case [Member] | Northstar Claims [Member] | |||||||||||||||||||||||||||||||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,000,000 | 30,000,000 |
NOTE 7 - RELATED PARTY TRANSA_4
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) - Schedule of Related Party Notes Payable - USD ($) | Dec. 31, 2018 | May 07, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||
Notes Payable, Related Party | $ 1,731,004 | $ 1,639,526 | |
Notes Payable, Other Payables [Member] | Note Payable #3 [Member] | Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Notes Payable, Related Party | 0 | 101,729 | |
Notes Payable, Other Payables [Member] | Note Payable #3 [Member] | Chief Scientific Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Notes Payable, Related Party | 300,000 | 300,000 | |
Notes Payable, Other Payables [Member] | Note Payable #4 [Member] | Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Notes Payable, Related Party | 0 | 500,000 | |
Notes Payable, Other Payables [Member] | Note Payable #4 [Member] | Chief Scientific Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Notes Payable, Related Party | 300,000 | $ 300,000 | 0 |
Notes Payable, Other Payables [Member] | Note Payable #5 [Member] | Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Notes Payable, Related Party | 483,293 | 500,000 | |
Notes Payable, Other Payables [Member] | Note Payable #6 [Member] | Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Notes Payable, Related Party | 500,000 | $ 500,000 | 0 |
Notes Payable, Other Payables [Member] | Note Payable #2 [Member] | Chief Scientific Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Notes Payable, Related Party | $ 147,711 | $ 237,797 |
NOTE 8 - DERIVATIVE LIABILITI_2
NOTE 8 - DERIVATIVE LIABILITIES (Details) | Oct. 01, 2012$ / sharesshares | Sep. 21, 2012shares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2015$ / shares |
NOTE 8 - DERIVATIVE LIABILITIES (Details) [Line Items] | |||||
Class of Warrant or Rights, Granted (in Shares) | shares | 1,000,000 | 0 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 14.735 | $ 126.26 | $ 173.03 | ||
Share Price (in Dollars per share) | $ 0.016 | ||||
Notes Payable, Other Payables [Member] | Affiliated Entity [Member] | |||||
NOTE 8 - DERIVATIVE LIABILITIES (Details) [Line Items] | |||||
Class of Warrant or Rights, Granted (in Shares) | shares | 15,000 | 5,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 14 | ||||
Warrants, Term of Warrants | 10 years | ||||
Embedded Derivative Financial Instruments [Member] | Notes Payable, Other Payables [Member] | |||||
NOTE 8 - DERIVATIVE LIABILITIES (Details) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net (in Dollars) | $ | $ (1,891,229) | ||||
Embedded Derivative, Fair Value of Embedded Derivative, Net (in Dollars) | $ | $ 185,505 | ||||
Embedded Derivative Financial Instruments [Member] | Notes Payable, Other Payables [Member] | Minimum [Member] | |||||
NOTE 8 - DERIVATIVE LIABILITIES (Details) [Line Items] | |||||
Share Price (in Dollars per share) | $ 0.0271 | ||||
Warrant [Member] | Embedded Derivative Financial Instruments [Member] | |||||
NOTE 8 - DERIVATIVE LIABILITIES (Details) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net (in Dollars) | $ | $ 24 | ||||
Measurement Input, Expected Dividend Rate [Member] | Embedded Derivative Financial Instruments [Member] | Notes Payable, Other Payables [Member] | |||||
NOTE 8 - DERIVATIVE LIABILITIES (Details) [Line Items] | |||||
Embedded Derivative Liability, Measurement Input | 0 | ||||
Measurement Input, Mortality Rate [Member] | Embedded Derivative Financial Instruments [Member] | Notes Payable, Other Payables [Member] | |||||
NOTE 8 - DERIVATIVE LIABILITIES (Details) [Line Items] | |||||
Embedded Derivative Liability, Measurement Input | 2.4725 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Embedded Derivative Financial Instruments [Member] | Notes Payable, Other Payables [Member] | Minimum [Member] | |||||
NOTE 8 - DERIVATIVE LIABILITIES (Details) [Line Items] | |||||
Embedded Derivative Liability, Measurement Input | 0.0087 | ||||
Measurement Input, Expected Term [Member] | Embedded Derivative Financial Instruments [Member] | Notes Payable, Other Payables [Member] | |||||
NOTE 8 - DERIVATIVE LIABILITIES (Details) [Line Items] | |||||
Embedded Derivative Liability, Measurement Input | 0.54 |
NOTE 9 - STOCKHOLDERS' EQUITY_2
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - USD ($) | Dec. 03, 2018 | Oct. 19, 2018 | Aug. 27, 2018 | Aug. 08, 2018 | May 07, 2018 | Nov. 11, 2017 | Oct. 02, 2017 | Aug. 07, 2017 | Apr. 21, 2017 | Apr. 07, 2017 | Apr. 01, 2017 | Mar. 29, 2017 | Mar. 06, 2017 | Mar. 01, 2017 | Feb. 06, 2017 | Sep. 16, 2016 | Oct. 07, 2015 | Aug. 17, 2012 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Nov. 02, 2015 | Aug. 04, 2014 | Dec. 31, 2013 | Apr. 01, 2013 | Aug. 16, 2012 |
NOTE 9 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 20,000,000 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 11,000,000 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Other (in Dollars) | $ 578,479 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 164,523 | 559,187 | 286,315 | 1,748,947 | 20,000,000 | 34,522 | 164,270,878 | |||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 9,195 | $ 12,705 | $ 12,703 | $ 100,000 | $ 242,427 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 10,866,274 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 828,281 | 9,350,508 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 367,700 | 275,000 | ||||||||||||||||||||||||
Increase (Decrease) in Derivative Liabilities (in Dollars) | 2,002,857 | |||||||||||||||||||||||||
Sale of Stock, Description of Transaction | On April 7, 2017, the Company entered into an investment agreement whereby the Company agreed to sell an aggregate of 63,873,275 shares of its common stock for a net purchase price of $5,000,000 ($0.07828 per share).  At the execution of the agreement, the Company sold 3,193,664 shares for a purchase price of $250,000 with the remaining sale to be completed within 30 days.  The investor has the right to terminate the agreement upon written notice and not complete the purchase.  Upon completion of the investment, the investor, or his designee, shall fill one vacancy on the Company’s Board of Directors.  On May 18, 2017 the Company received notice from the investor terminating the agreement and, as such, no other shares were sold. | |||||||||||||||||||||||||
Proceeds from Issuance of Common Stock (in Dollars) | $ 25,000 | 367,700 | 275,000 | |||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ 5,625 | $ (126,457) | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value (in Dollars per share) | $ 189,540 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | $ 47,385 | |||||||||||||||||||||||||
Share Price (in Dollars per share) | $ 0.016 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 41,340,000 | 48,075,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.0458 | $ 0.025 | ||||||||||||||||||||||||
Share-based Compensation (in Dollars) | $ 1,227,924 | $ 645,483 | ||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 1,000,000 | 0 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 14.735 | $ 126.26 | $ 173.03 | |||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued (in Dollars) | $ 24,986 | |||||||||||||||||||||||||
Aggregate Intrinsic Value of the Issued and Exercisable Warrants (in Dollars) | 0 | |||||||||||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||||||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation (in Dollars) | 753,007 | $ 645,483 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ 1,973,194 | |||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 233 days | |||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 526,818 | |||||||||||||||||||||||||
Director [Member] | Employee Stock Option [Member] | ||||||||||||||||||||||||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 9,000,000 | 8,125,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.02511 | $ 0.03626 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 195,722 | $ 293,545 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 215.29% | 259.16% | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.83% | 1.81% | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vesting immediately | |||||||||||||||||||||||||
Key Employees [Member] | Employee Stock Option [Member] | ||||||||||||||||||||||||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,340,000 | 30,000,000 | 23,750,000 | 16,200,000 | ||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.02576 | $ 0.0536 | $ 0.03626 | $ 0.0043 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 4 years | 4 years | 4 years | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | 10 years | 10 years | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 91,988 | $ 1,438,473 | $ 860,211 | $ 53,271 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 217.72% | 261.13% | 259.16% | 235.22% | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.83% | 2.90% | 1.81% | 1.86% | ||||||||||||||||||||||
Accounts Payable [Member] | ||||||||||||||||||||||||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 15,055,855 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Other (in Dollars) | $ 43,180 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 14,058,588 | |||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ (359,326) | |||||||||||||||||||||||||
Maximum [Member] | Key Employees [Member] | Employee Stock Option [Member] | ||||||||||||||||||||||||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.0368 | |||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 5,000,000 | ||||||||||||||||||||||||
Preferred Stock, Voting Rights | In lieu of the initial two payments due to Northstar on April 1, 2013 and October 1, 2013, the parties have determined to modify the voting rights of the Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders | Each share of preferred stock is convertible into equal number of common shares at the option of the holder; entitled to 20 votes on all matters presented to be voted by the holders of common stock; upon event of liquidation, entitled to amount equal to stated value plus any accrued and unpaid dividends or other fees before distribution to junior securities. | ||||||||||||||||||||||||
Preferred Stock, Shares Issued | 20,000,000 | |||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 20,000,000 | |||||||||||||||||||||||||
Warrants Issued for Services [Member[ | ||||||||||||||||||||||||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 6 months | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 217.01% | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.85% | |||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 1,000,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.02713 | |||||||||||||||||||||||||
Warrants, Term of Warrants | 10 years | |||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued (in Dollars) | $ 24,986 | |||||||||||||||||||||||||
Principal [Member] | ||||||||||||||||||||||||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 50,000 | |||||||||||||||||||||||||
Interest [Member] | ||||||||||||||||||||||||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 8,601 | |||||||||||||||||||||||||
Bioheart 2013 Omnibus Equity Compensation Plan [Member] | ||||||||||||||||||||||||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000,000 | 100,000 | 50,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 100,000,000 | 30,000,000 | 25,000,000 | 25,000,000 |
NOTE 9 - STOCKHOLDERS' EQUITY_3
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Option Activity - $ / shares | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Option Activity [Abstract] | |||
Options Outstanding | 23,555,777 | 71,630,763 | |
Options Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 0.03 | $ 0.0280 | |
Options Outstanding, Weighted-Average Remaining Contractual Term | 9 years 255 days | 8 years 255 days | 9 years 73 days |
Options exercisable | 43,089,443 | ||
Options exercisable, Weighted-Average Exercise Price (in Dollars per share) | $ 0.02776 | ||
Options exercisable, Weighted-Average Remaining Contractual Term | 8 years 146 days | ||
Available for grant | 75,068,070 | ||
Options Granted | 41,340,000 | 48,075,000 | |
Options Granted, Weighted-Average Exercise Price (in Dollars per share) | $ 0.0458 | $ 0.025 | |
Options Granted, Weighted-Average Remaining Contractual Term | 10 years | 10 years | |
Options Exercised | 0 | 0 | |
Options Forfeited/Expired | (70) | (14) | |
Options Forfeited/Expired, Weighted-Average Exercise Price (in Dollars per share) | $ 2,625.080 | $ 0.15 | |
Options Outstanding | 112,970,693 | 71,630,763 | |
Options Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 0.03294 | $ 0.0280 |
NOTE 9 - STOCKHOLDERS' EQUITY_4
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Options Outstanding and Exercisable by Exercise Price Range | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted-Average Remaining Contractual Term | 8 years 244 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.03294 |
Options Outstanding (in Shares) | shares | 112,970,693 |
Options Exercisable (in Shares) | shares | 43,089,443 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.02776 |
Options, $0.0043 Exercise Price [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.0043 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 8 years 40 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.0043 |
Options Outstanding (in Shares) | shares | 16,200,000 |
Options Exercisable (in Shares) | shares | 4,050,000 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0043 |
Options, $0.0196 Exercise Price [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.0196 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 7 years 262 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.0196 |
Options Outstanding (in Shares) | shares | 22,850,000 |
Options Exercisable (in Shares) | shares | 15,350,000 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0196 |
Options, $0.02511 Exercise Price [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.02511 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 9 years 339 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.02511 |
Options Outstanding (in Shares) | shares | 9,000,000 |
Options Exercisable (in Shares) | shares | 9,000,000 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.02511 |
Options $0.03680 Exercise Price [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.02576 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 9 years 222 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.02576 |
Options Outstanding (in Shares) | shares | 2,340,000 |
Options Exercisable (in Shares) | shares | 0 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.02576 |
Options, $0.03626 Exercise Price [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.03626 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 8 years 222 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.03626 |
Options Outstanding (in Shares) | shares | 31,865,000 |
Options Exercisable (in Shares) | shares | 14,060,000 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.03626 |
Options$0.03680 Exercise Price [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.03680 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 8 years 222 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.03680 |
Options Outstanding (in Shares) | shares | 10,000 |
Options Exercisable (in Shares) | shares | 2,500 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.03680 |
Options, $0.0536 Exercise Price [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.0536 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 9 years 131 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.0536 |
Options Outstanding (in Shares) | shares | 30,000,000 |
Options Exercisable (in Shares) | shares | 0 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0536 |
Options, $0.15402 Exercise Price [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.15402 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 6 years 9 months |
Options Outstanding, Weighted-Average Exercise Price | $ 0.15402 |
Options Outstanding (in Shares) | shares | 705,363 |
Options Exercisable (in Shares) | shares | 626,613 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.15402 |
Options, $19.32 Exercise Price [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 19.32 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 5 years 310 days |
Options Outstanding, Weighted-Average Exercise Price | $ 19.32 |
Options Outstanding (in Shares) | shares | 150 |
Options Exercisable (in Shares) | shares | 150 |
Options Exercisable, Weighted-Average Exercise Price | $ 19.32 |
Options, $70.00 Exercise Price [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 70 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 2 years 240 days |
Options Outstanding, Weighted-Average Exercise Price | $ 70 |
Options Outstanding (in Shares) | shares | 100 |
Options Exercisable (in Shares) | shares | 100 |
Options Exercisable, Weighted-Average Exercise Price | $ 70 |
Options, $210.00 Exercise Price [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 210 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 2 years 226 days |
Options Outstanding, Weighted-Average Exercise Price | $ 210 |
Options Outstanding (in Shares) | shares | 40 |
Options Exercisable (in Shares) | shares | 40 |
Options Exercisable, Weighted-Average Exercise Price | $ 210 |
Options, $680.00 Exercise Price [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 680 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 1 year 40 days |
Options Outstanding, Weighted-Average Exercise Price | $ 680 |
Options Outstanding (in Shares) | shares | 40 |
Options Exercisable (in Shares) | shares | 40 |
Options Exercisable, Weighted-Average Exercise Price | $ 680 |
NOTE 9 - STOCKHOLDERS' EQUITY_5
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Activity - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Warrants Activity [Abstract] | |||
Warrants Outstanding | 133,591 | 139,145 | |
Warrants Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 126.26 | $ 173.03 | |
Warrants Outstanding, Weighted-Average Remaining Contractual Term | 9 years 36 days | 4 years 255 days | 5 years 6 months |
Warrants Exercisable | 112,474 | ||
Warrants Exercisable, Weighted-Average Exercise Price (in Dollars per share) | $ 40.070 | ||
Warrants Exercisable, Weighted-Average Remaining Contractual Term | 4 years 109 days | ||
Warrants Issued | 1,000,000 | 0 | |
Warrants Issued, Weighted-Average Exercise Price (in Dollars per share) | $ 0.02713 | ||
Warrants Issued, Weighted-Average Remaining Contractual Term | 10 years | ||
Warrants Exercised | 0 | 0 | |
Warrants Expired | (19,572) | (5,554) | |
Warrants Expired, Weighted-Average Exercise Price (in Dollars per share) | $ 24.46 | $ 1,297.98 | |
Warrants Outstanding | 1,114,019 | 133,591 | |
Warrants Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 14.735 | $ 126.26 |
NOTE 9 - STOCKHOLDERS' EQUITY_6
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range - $ / shares | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 14.735 | $ 126.26 | $ 173.03 | |
Warrants Outstanding, Shares (in Shares) | 1,114,019 | 133,591 | 139,145 | |
Warrants Outstanding, Weighted- Average Remaining Contractual Term | 9 years 36 days | 4 years 255 days | 5 years 6 months | |
Warrants Exercisable, Weighted- Average Exercise Price | $ 14.74 | |||
Warrants Exercisable, Shares (in Shares) | 112,474 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 40.070 | |||
Class of Warrants or Rights, Exercise Price Range, $0.01-$20.00 [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Shares (in Shares) | 1,086,536 | |||
Warrants Outstanding, Weighted- Average Remaining Contractual Term | 9 years 73 days | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 1.267 | |||
Warrants Exercisable, Shares (in Shares) | 86,536 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 15.59 | |||
Class of Warrants or Rights, Exercise Price Range, $0.01-$20.00 [Member] | Minimum [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | 0.01 | |||
Class of Warrants or Rights, Exercise Price Range, $0.01-$20.00 [Member] | Maximum [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 20 | |||
Class of Warrants or Rights, Exercise Price Range, $20.01-$30.00 [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Shares (in Shares) | 19,543 | |||
Warrants Outstanding, Weighted- Average Remaining Contractual Term | 5 years 73 days | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 25.06 | |||
Warrants Exercisable, Shares (in Shares) | 19,543 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 25.06 | |||
Class of Warrants or Rights, Exercise Price Range, $20.01-$30.00 [Member] | Minimum [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | 20.01 | |||
Class of Warrants or Rights, Exercise Price Range, $20.01-$30.00 [Member] | Maximum [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 30 | |||
Class of Warrants or Rights, Exercise Price Range, $40.01-$50.00 [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Shares (in Shares) | 2,253 | |||
Warrants Outstanding, Weighted- Average Remaining Contractual Term | 3 years 292 days | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 48.83 | |||
Warrants Exercisable, Shares (in Shares) | 2,253 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 48.83 | |||
Class of Warrants or Rights, Exercise Price Range, $40.01-$50.00 [Member] | Minimum [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | 40.01 | |||
Class of Warrants or Rights, Exercise Price Range, $40.01-$50.00 [Member] | Maximum [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 50 | |||
Class of Warrants or Rights, Exercise Price Range, $50.01-$60.00 [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Shares (in Shares) | 543 | |||
Warrants Outstanding, Weighted- Average Remaining Contractual Term | 2 years 219 days | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 60 | |||
Warrants Exercisable, Shares (in Shares) | 543 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 60 | |||
Class of Warrants or Rights, Exercise Price Range, $50.01-$60.00 [Member] | Minimum [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | 50.01 | |||
Class of Warrants or Rights, Exercise Price Range, $50.01-$60.00 [Member] | Maximum [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | 60 | |||
Class of Warrants or Rights, Exercise Price Range, Greater than $60.00 [Member] | ||||
NOTE 9 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 60 | |||
Warrants Outstanding, Shares (in Shares) | 5,144 | |||
Warrants Outstanding, Weighted- Average Remaining Contractual Term | 2 years 292 days | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 2,800.69 | |||
Warrants Exercisable, Shares (in Shares) | 3,599 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 701.78 |
NOTE 10 - COMMITMENTS AND CON_3
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Jul. 01, 2018 | May 07, 2018 | Aug. 07, 2017 | Jul. 01, 2017 | Nov. 09, 2016 | Feb. 04, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Aug. 06, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 325,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 41,340,000 | 48,075,000 | ||||||||||
Royalty Agreement, Term | 25 years | |||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 75,000 | |||||||||||
Percentage of Revenues to be Received as Royalty | 5.00% | |||||||||||
Deferred Revenue | $ 359,165 | $ 279,542 | ||||||||||
General Insurance Expense | 11,000 | $ 100,000 | ||||||||||
Litigation Settlement, Expense | 100,000 | |||||||||||
Settlement Liabilities, Current | 89,000 | 89,000 | ||||||||||
Building [Member] | ||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Lease Expiration Date | Aug. 31, 2019 | |||||||||||
Royalty Arrangement [Member] | ||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Deferred Revenue | 68,500 | $ 71,500 | ||||||||||
Annual Salary [Member] | Chief Executive Officer [Member] | ||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 500,000 | $ 625,000 | $ 625,000 | $ 500,000 | ||||||||
Annual Salary [Member] | Chief Scientific Officer [Member] | ||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 400,000 | |||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 325,000 | $ 250,000 | ||||||||||
Incentive Bonus [Member] | Chief Executive Officer [Member] | ||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 750,000 | |||||||||||
Incentive Bonus [Member] | Minimum [Member] | Chief Executive Officer [Member] | ||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 150,000 | |||||||||||
Incentive Bonus [Member] | Minimum [Member] | Chief Scientific Officer [Member] | ||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 100,000 | |||||||||||
Incentive Bonus [Member] | Maximum [Member] | Chief Scientific Officer [Member] | ||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 300,000 | |||||||||||
Bonus [Member] | Chief Executive Officer [Member] | ||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Accrued Bonuses | $ 500,000 | $ 500,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 20,000,000 | 15,000,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 4 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Exercise Price Description | exercise price equal to the five day average closing price of the Company’s common stock as of May 7, 2018 | |||||||||||
Deferred Compensation Arrangement with Individual, Description | The cash bonus may be paid in the form a six month promissory note bearing interest at 5% per annum. | |||||||||||
Related Party Transaction, Rate | 5.00% | |||||||||||
Share-based Compensation Arranagement by Share-based Payment Award, Options, Exercise Price (in Dollars per share) | $ 0.03626 | |||||||||||
Bonus [Member] | Chief Scientific Officer [Member] | ||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 300,000 | |||||||||||
Accrued Bonuses | $ 300,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 7,500,000 | 10,000,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 4 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Exercise Price Description | exercise price equal to the five day average closing price of the Company’s common stock as of May 7, 2018 | |||||||||||
Related Party Transaction, Rate | 5.00% | |||||||||||
Share-based Compensation Arranagement by Share-based Payment Award, Options, Exercise Price (in Dollars per share) | $ 0.03626 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The cash bonus may be paid in the form a six month promissory note. |
NOTE 10 - COMMITMENTS AND CON_4
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Rental Payments for Operating Leases | Dec. 31, 2018USD ($) |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | |
2019 | $ 58,448 |
NOTE 11 - FAIR VALUE MEASUREM_3
NOTE 11 - FAIR VALUE MEASUREMENT (Details) | 2 Months Ended |
Mar. 08, 2017 | |
Fair Value Disclosures [Abstract] | |
Stock Price Increase, Percentage | 942.00% |
NOTE 11 - FAIR VALUE MEASUREM_4
NOTE 11 - FAIR VALUE MEASUREMENT (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation - Embedded Derivative Financial Instruments [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Notes Payable, Other Payables [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | $ 0 | $ 297,132 |
Net gain for the period included in earnings relating to the liabilities held at December 31, 2016 | 0 | |
Transfers out of Level 3 | 0 | (2,188,361) |
Mark-to-market | 0 | 1,891,229 |
Balance | 0 | 0 |
Warrant [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | 0 | 24 |
Net gain for the period included in earnings relating to the liabilities held at December 31, 2016 | 0 | |
Transfers out of Level 3 | 0 | 0 |
Mark-to-market | 0 | (24) |
Balance | $ 0 | $ 0 |
NOTE 12 - INCOME TAXES (Details
NOTE 12 - INCOME TAXES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
NOTE 12 - INCOME TAXES (Details) [Line Items] | ||
Other Information Pertaining to Income Taxes | On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”). The Act, which is also commonly referred to as “U.S. tax reform”, significantly changes U.S. corporate income tax laws by, among other provisions, reducing the maximum U.S. corporate income tax rate from 35% to 21% starting in 2018. | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (14.7) | |
Operating Loss Carryforwards | $ 96.7 | 98.2 |
Annual Limit of Corporation to Reduce Tax Liability | Section 382 of the Internal Revenue Code of 1986 (the “Code”) imposes an annual limit on the ability of a corporation that undergoes a greater than 50% ownership change to use its net operating loss carry forwards to reduce its tax liability | |
Operating Loss Carryforwards, Limitations on Use | If in the future the Company issues common stock or additional equity instruments convertible in common shares which result in an ownership change exceeding the 50% limitation threshold imposed by section 382 of the Code, the Company’s net operating loss carryforwards may be significantly limited as to the amount of use in a particular years. | |
Domestic Tax Authority [Member] | Minimum [Member] | ||
NOTE 12 - INCOME TAXES (Details) [Line Items] | ||
Operating Loss Carryforwards, Expiration Year | 2019 | |
Domestic Tax Authority [Member] | Maximum [Member] | ||
NOTE 12 - INCOME TAXES (Details) [Line Items] | ||
Operating Loss Carryforwards, Expiration Year | 2037 | |
State and Local Jurisdiction [Member] | ||
NOTE 12 - INCOME TAXES (Details) [Line Items] | ||
Operating Loss Carryforwards | $ 96.7 | $ 98.2 |
State and Local Jurisdiction [Member] | Minimum [Member] | ||
NOTE 12 - INCOME TAXES (Details) [Line Items] | ||
Operating Loss Carryforwards, Expiration Year | 2019 | |
State and Local Jurisdiction [Member] | Maximum [Member] | ||
NOTE 12 - INCOME TAXES (Details) [Line Items] | ||
Operating Loss Carryforwards, Expiration Year | 2038 |
NOTE 12 - INCOME TAXES (Detai_2
NOTE 12 - INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Income taxes using U.S. federal statutory rate | $ (453,690) | $ (1,183,707) |
State income taxes, net of federal benefit | (22,280) | (748,740) |
Return to Provision adjustments | 0 | 0 |
Nontaxable Gain/Loss on Derivative Instrument | 0 | 643,010 |
Change in Valuation Allowance | 1,151,307 | (13,387,737) |
Other | (675,337) | 2,185 |
Federal rate change – Tax Cuts and Jobs Act | 0 | 14,674,989 |
$ 0 | $ 0 |
NOTE 12 - INCOME TAXES (Detai_3
NOTE 12 - INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Stock Based Compensation | $ 3,902,930 | $ 3,701,469 |
Deferred Compensation | 415,469 | 415,469 |
Net Operating Losses | 25,419,811 | 24,502,969 |
Other | 262,662 | 229,730 |
Total deferred tax assets | 30,000,872 | 28,849,637 |
Deferred tax liabilities: | ||
Total deferred tax liabilities | 0 | 0 |
Valuation allowance | 30,000,872 | 28,849,637 |
Net deferred tax assets | $ 0 | $ 0 |
NOTE 13 - SUBSEQUENT EVENTS (De
NOTE 13 - SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - shares | 2 Months Ended | |
Feb. 28, 2019 | Jan. 31, 2019 | |
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 8,598,928 | |
U.S. Stem Cell Clinic, LLC [Member] | ||
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||
Equity Method Investment, Ownership Percentage | 49.90% | |
Regenerative Wellness Clinic, LLC [Member] | ||
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||
Equity Method Investment, Ownership Percentage | 49.90% |