Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Nov. 26, 2019 | |
Details | ||
Registrant CIK | 0001388410 | |
Fiscal Year End | --12-31 | |
Registrant Name | PARALLAX HEALTH SCIENCES, INC. | |
SEC Form | 10-K/A | |
Period End date | Dec. 31, 2018 | |
Tax Identification Number (TIN) | 46-4733512 | |
Number of common stock shares outstanding | 238,579,740 | |
Public Float | $ 12,850,866 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | true | |
Ex Transition Period | false | |
Amendment Description | In response to SEC Comments to S-1 | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52534 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1327 Ocean Avenue, Suite B | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90401 | |
City Area Code | 310 | |
Local Phone Number | 899-4442 | |
Amendment Flag | true | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 262 | $ 183 |
Accounts receivable, net | 0 | 3,275 |
Total current assets | 262 | 55,419 |
Current assets held for sale | 0 | 51,961 |
Intangible assets, net | 579,035 | 709,655 |
Goodwill | 785,060 | 785,060 |
Noncurrent assets held for sale | 0 | 201,902 |
TOTAL ASSETS | 1,364,357 | 1,752,036 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,655,138 | 3,048,348 |
Derivative liability, short-term | 23,925 | 0 |
Debentures, convertible | 724,903 | 0 |
Debentures, convertible, related party | 411,006 | 0 |
Notes payable, convertible, net of discount | 296,000 | 1,706 |
Related party payables | 1,004,720 | 629,567 |
Total current liabilities | 5,115,692 | 3,679,621 |
Long-term liabilities | ||
License fees payable, net of unamortized discount | 430,000 | 890,000 |
Royalties payable | 310,000 | 200,000 |
Derivative liability, long-term | 34,000 | 0 |
Debentures, convertible, net of unamortized discount | 184,870 | 0 |
Notes and loans payable, unsecured | 0 | 95,975 |
Note payable, convertible | 720,154 | 144,000 |
Notes payable, related party, convertible | 491,100 | 1,167,254 |
Notes payable, secured, net of unamortized discount | 28,995 | 17,393,240 |
Total long-term liabilities | 2,199,119 | 19,890,469 |
Liabilities subject to compromise | 0 | 4,620,735 |
Total liabilities | 7,314,811 | 28,190,825 |
Stockholders' deficit | ||
Preferred stock, $.001 par, 10,000,000 shares authorized, | 1,014 | 864 |
Common stock, $.001 par, 500,000,000 and 250,000,000 shares authorized, | 158,113 | 136,754 |
Additional paid in capital - preferred | 1,699,000 | 665,803 |
Additional paid in capital - common | 11,382,341 | 6,449,768 |
Subscriptions receivable | 0 | (592) |
Accumulated deficit | (19,190,922) | (33,691,386) |
Total stockholders' deficit | (5,950,454) | (26,438,789) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,364,357 | $ 1,752,036 |
CONSOLIDATED BALANCE SHEETS - P
CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 1,013,691 | 863,691 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 250,000,000 |
Common Stock, Shares, Outstanding | 158,113,141 | 136,754,530 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net Income (Loss) Available to Common Stockholders, Basic | ||
Revenue | $ 11,739 | $ 94,937 |
Cost of sales | 20,339 | 142,044 |
Gross profit (loss) | (8,600) | (47,107) |
General and administrative expenses | 6,626,063 | 4,125,612 |
Operating loss | (6,634,663) | (4,172,719) |
Other income (expenses) | ||
Gain on disposal of subsidiary | 4,478,268 | 0 |
Gain on extinguishment of debt | 22,858,009 | 0 |
Loss on fair value adjustments | (123,875) | 0 |
Discount amortization | (2,805,000) | (5,450,000) |
Interest expense, net of income | (2,164,530) | (1,018,479) |
Total other income (expenses) | 22,242,872 | (6,468,479) |
Net income (loss) - continuing operations | 15,608,209 | (10,641,198) |
Net loss - discontinued operations | (824,398) | (3,153,553) |
Net income (loss) | $ 14,783,811 | $ (13,794,751) |
Continuing operations | $ 0.105 | $ (0.088) |
Discontinued operations | (0.006) | (0.026) |
Net income (loss) per common share - diluted | ||
Continuing operations | 0.072 | (0.060) |
Discontinued operations | $ (0.004) | $ (0.018) |
Weighted average common shares outstanding - basic | 148,335,736 | 120,493,618 |
Weighted average common shares outstanding - diluted | 215,576,153 | 178,292,040 |
STATEMENT OF STOCKHOLDERS DEFIC
STATEMENT OF STOCKHOLDERS DEFICIT - USD ($) | Preferred Stock, Issued | Preferred Stock | Common Stock, Shares, Issued | Common Stock, Shares, Value | Preferred Stock, APIC | Common Stock, APIC | Deferred Compensation | Subscriptions Receivable | Accumulated Deficit | Total |
Equity Balance at Dec. 31, 2016 | $ 834 | $ 107,067 | $ 515,833 | $ 1,933,518 | $ (232,906) | $ (1,592) | $ (19,896,635) | $ (17,573,881) | ||
Equity Balance, Shares at Dec. 31, 2016 | 833,691 | 107,066,774 | ||||||||
Issuance of preferred stock for cash | 30 | 149,970 | 150,000 | |||||||
Issuance of preferred stock for cash, Shares | 30,000 | |||||||||
Issuance of common stock for acquisition of intangible assets | 2,500 | 622,500 | 625,000 | |||||||
Issuance of common stock for acquisition of intangible assets, Shares | 2,500,000 | |||||||||
Issuance of common stock for cash | 3,950 | 193,550 | 197,500 | |||||||
Issuance of common stock for cash, Shares | 3,950,000 | |||||||||
Issuance of common stock for services | 3,000 | 747,000 | (3,000) | 747,000 | ||||||
Issuance of common stock for services, Shares | 3,000,000 | |||||||||
Issuance of common stock for debt settlement | 2,100 | 112,900 | 115,000 | |||||||
Issuance of common stock for debt settlement, Shares | 2,100,000 | |||||||||
Conversion of related party debt | 3,906 | 521,827 | 525,733 | |||||||
Conversion of related party debt, Shares | 3,906,154 | |||||||||
Beneficial conversion feature of debt | 592,582 | 592,582 | ||||||||
Grant of stock options to consultants | 1,430,800 | (1,430,800) | 0 | |||||||
Grant of stock options to employees | 495,950 | (495,950) | 0 | |||||||
Grant of stock awards for services | 13,950 | 2,835,300 | (2,838,500) | (10,250) | 500 | |||||
Grant of stock awards for services, Shares | 13,950,000 | |||||||||
Grant of stock warrants | 335,598 | (187,180) | 148,418 | |||||||
Exercise of stock options-employees | 281 | 67,303 | 67,584 | |||||||
Exercise of stock options-employees, Shares | 281,602 | |||||||||
Forfeiture of stock options | (246,985) | 246,985 | 0 | |||||||
Change in value of stock options | (3,983) | 3,983 | 0 | |||||||
Amortization of stock options | 589,678 | 589,678 | ||||||||
Amortization of stock awards | 1,028,498 | 1,028,498 | ||||||||
Amortization of stock warrant | 128,100 | 128,100 | ||||||||
Subscriptions received | 14,250 | 14,250 | ||||||||
Conversion of debt for common stock | 87,500 | |||||||||
Net income (loss) | (13,794,751) | (13,794,751) | ||||||||
Equity Balance, Shares at Dec. 31, 2017 | 863,691 | 136,754,530 | ||||||||
Equity Balance at Dec. 31, 2017 | 864 | 136,754 | 665,803 | 9,637,859 | (3,188,092) | (592) | (33,691,386) | (26,438,789) | ||
Issuance of preferred stock for cash | 60 | 299,940 | 300,000 | |||||||
Issuance of preferred stock for cash, Shares | 60,000 | |||||||||
Issuance of common stock for cash | 2,000 | 238,000 | 240,000 | |||||||
Issuance of common stock for cash, Shares | 2,000,000 | |||||||||
Beneficial conversion feature of debt | (27,643) | (27,643) | ||||||||
Grant of stock options to consultants | 539,200 | (539,200) | 0 | |||||||
Grant of stock awards for services | 1,750 | 277,360 | (153,000) | 126,110 | ||||||
Grant of stock awards for services, Shares | 1,750,000 | |||||||||
Grant of stock warrants | 114,603 | (113,210) | 1,393 | |||||||
Exercise of stock options-employees | 847 | 268,479 | 269,326 | |||||||
Exercise of stock options-employees, Shares | 846,051 | |||||||||
Forfeiture of stock options | (184,373) | 184,373 | 0 | |||||||
Amortization of stock options | 572,869 | 572,869 | ||||||||
Amortization of stock awards | 1,095,193 | 1,095,193 | ||||||||
Amortization of stock warrant | 73,370 | 73,370 | ||||||||
Subscriptions received | 5,592 | 5,592 | ||||||||
Issuance of preferred stock for related party debt | 90 | 449,910 | 450,000 | |||||||
Issuance of preferred stock for related party debt | 90,000 | |||||||||
Issuance of common stock to directors | 1,000 | 164,000 | 165,000 | |||||||
Issuance of common stock to directors, Shares | 1,000,000 | |||||||||
Issuance of common stock to officers | 5,000 | 820,000 | (5,000) | 820,000 | ||||||
Issuance of common stock to officers, Shares | 5,000,000 | |||||||||
Issuance of common stock for debt service | 2,810 | 278,190 | (281,000) | 0 | ||||||
Issuance of common stock for debt service, Shares | 2,810,000 | |||||||||
Conversion of debt for common stock | 6,881 | 668,733 | 675,614 | |||||||
Conversion of debt for common stock, Shares | 6,881,130 | |||||||||
Grant of stock options to officers/directors | 294,500 | (294,500) | 0 | |||||||
Exercise of stock options-officers | 1,071 | 186,429 | 187,500 | |||||||
Exercise of stock options-officers, Shares | 1,071,430 | |||||||||
Change in derivative liability to equity | 750,200 | 750,200 | ||||||||
Deemed dividend on Series C preferred stock | 283,347 | (283,347) | 0 | |||||||
Net income (loss) | 14,783,811 | 14,783,811 | ||||||||
Equity Balance, Shares at Dec. 31, 2018 | 1,013,691 | 158,113,141 | ||||||||
Equity Balance at Dec. 31, 2018 | $ 1,014 | $ 158,113 | $ 1,699,000 | $ 14,025,538 | $ (2,643,197) | $ 0 | $ (19,190,922) | $ (5,950,454) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 15,608,209 | $ (10,641,198) |
Adjustments to reconcile net income (loss) to net cash used by operating activities: | ||
Depreciation and amortization | 120,620 | 83,739 |
Stock compensation/stock option expense | 3,513,710 | 2,601,608 |
Discount amortization | 2,805,000 | 5,450,000 |
Allowance for bad debt | 236 | 4,000 |
Gain on disposal of subsidairy | (4,478,268) | 0 |
Gain on extinguishment of debt | (22,858,009) | 0 |
Loss on fair value adjustments | 123,875 | 0 |
Debt accretion | 1,107,753 | 1,706 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in trade and other receivables | 3,039 | (1,232) |
Decrease in prepaid expenses | 0 | 2,690 |
Increase in accounts payable and accrued expenses | 1,980,979 | 1,731,757 |
Increase (decrease) in related party payables | 780,872 | (584,267) |
Net cash used by operating activities | (1,291,984) | (1,351,195) |
Cash flows from financing activities: | ||
Repayment of notes payable | (9,245) | 0 |
Proceeds from convertible notes payable | 825,000 | 741,000 |
Repayment of convertible notes payable | (50,000) | 0 |
Proceeds from convertible notes payable, related party | 0 | 300,000 |
Proceeds from issuance of debentures | 225,000 | |
Proceeds from issuance of preferred shares | 300,000 | 150,000 |
Proceeds from issuance of common shares | 41,250 | 199,000 |
Proceeds from issuance of common shares for acquisition of intangible asset | 0 | 2,500 |
Net cash provided by financing activities | 1,332,005 | 1,392,500 |
Net cash provided by continuing operations | 40,021 | 41,305 |
Cash flows from discontinued operations: | ||
Net cash provided (used) by operating activities | (39,942) | 43,792 |
Net cash used by investing activities | 0 | (94,824) |
Net cash used by discontinued operations | (39,942) | (51,032) |
Net increase (decrease) in cash | 79 | (9,727) |
Cash - beginning of period | 183 | 9,910 |
Cash - end of period | 262 | 183 |
NON-CASH ACTIVITIES | ||
Discounts on long-term liabilities | 2,805,000 | 5,450,000 |
Beneficial conversion feature of convertible promissory notes | 347,487 | 592,582 |
Fair value of stock warrants | 1,393 | 148,418 |
Embedded conversion option of convertible promissory notes | 60,350 | 0 |
Intrinsic value of beneficial conversion feature upon extinguishment of debt | 375,100 | 0 |
Conversion of accounts payable to related party debentures | 128,132 | 0 |
Conversion of accounts payable into common stock | 0 | 15,000 |
Conversion of related party payables to preferred stock | 450,000 | 0 |
Conversion of convertible related party payable to common stock | 0 | 510,733 |
Conversion of convertible notes payable into common stock | 675,614 | 87,500 |
Conversion of convertible notes payable to debentures | 755,627 | 0 |
Conversion of related party convertible note payable to non-related party convertible note payable | 576,154 | 0 |
Conversion of related party payables to non-related party payables | 42,356 | 105,746 |
Issuance of common stock for acquisition of intangible assets | 0 | 622,500 |
Subscriptions receivable | 0 | (592) |
Interest paid: | ||
Continuing operations | 185,937 | 52,566 |
Discontinued operations | 106 | 202,550 |
Income taxes paid | $ 0 | $ 0 |
Overview and Nature of Business
Overview and Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Overview and Nature of Business | NOTE 1. OVERVIEW AND NATURE OF BUSINESS Corporate History Parallax Health Sciences, Inc. (the “Company”) was incorporated in the State of Nevada on July 6, 2005. The Company’s principal focus is to build and expand an integrated digital healthcare network with products and services that can provide remote communication, diagnosis, treatment, and monitoring of patients on a proprietary platform. On August 31, 2016, the Company entered into an agreement (the “Qolpom® Agreement”) with Qolpom®, Inc., an Arizona corporation in the remote healthcare monitoring and telehealth business (“Qolpom®”) and its shareholders (the “Seller”) to purchase 100% of the issued and outstanding shares of Qolpom®’s common stock and its assets, inventory and intellectual property. The Qolpom® Agreement was fully executed on September 20, 2016, and the transaction was completed. The consideration for the acquisition resulted in a fair market value of $290,000, and goodwill of $785,060. In addition, the Qolpom® Agreement included contingent royalties and revenue sharing for future revenues generated from the Qolpom® technology. The Qolpom® name was later changed to Parallax Health Management, Inc. (“PHM”). On March 22, 2017, the Company formed a wholly-owned subsidiary, Parallax Behavioral Health, Inc. (“PBH”), a Delaware corporation and, on April 26, 2017, completed the asset acquisition of 100% of certain intellectual property (“Intellectual Property”) from ProEventa Inc., a Virginia Corporation (“ProEventa”), in accordance with the Intellectual Property Purchase Agreement between the Company, PBH and ProEventa (the “ProEventa Agreement”). ProEventa has an expertise in the development of behavioral health technologies, and is the wholly-owned subsidiary of Grafton Integrated Health Network, Inc., a non-profit Virginia corporation (“Grafton”). Pursuant to the ProEventa Agreement, the initial consideration for the Intellectual Property was paid to ProEventa in the form of a stock purchase agreement to purchase 2,500,000 shares of the Company’s Common Stock for $2,500, resulting in a net cost for the Intellectual Property of $622,500. In addition, the ProEventa Agreement included conditional contingent royalties and revenue sharing for future revenues generated from the Intellectual Property. On September 20, 2018, the Company formed Parallax Communications, Inc., a Delaware corporation and wholly-owned subsidiary of Parallax Health Management, Inc. to pursue additional opportunities for connected healthcare through the use of telecommunications technology. Business Overview The Company’s principal focus is on personalized patient care through remote healthcare services, behavioral health systems, and Point-of-Care diagnostic testing. Parallax’s current family of companies that serve as the foundation for its cross-over business model of operations include: • Parallax Diagnostics, Inc. • Parallax Health Management, Inc. • Parallax Behavioral Health, Inc. Parallax Care Optimized Outcomes REBOOT Behavioral modification Connected Health Fotodigm® platform Remote patient monitoring, telehealth, and POC diagnostic testing Smart Data Intrinsic Code Actionable insights to behavior modification Operating Segments The Company’s operations include the following operating segments for financial statement presentation: Remote Patient Monitoring (RPM), Behavioral Health Services (BHS), and Diagnostics/Corporate. • Remote Patient Monitoring The Company provides a distinctive technology platform that provides for the complete remote patient care delivery system: the patent-pending Fotodigm® platform, which utilizes proprietary software and technology to bridge clinical behavioral science with technology and logistics for payers, providers and clinical professionals across a variety of wellness and clinical devices, including both fitness and clinical applications. Fotodigm® is a secure and scalable platform for collecting, transmitting and analyzing biometric, pharmaceutical, and health data to healthcare providers, primarily hospitals, accredited nursing operations, and physicians. The RPM segment generates revenues through fees charged for the license and utilization of its proprietary system that provides software integrations of the Fotodigm® platform. Additionally, the RPM segment will generate incremental revenues through the delivery of acute, post-acute and chronic health patient management software systems that enable Parallax customers to bill for and collect payments from patients and third-party payers for telemonitoring and remote services that they deliver. • Behavioral Health Services In April 2017, the Behavioral Health Services segment commenced with the acquisition of the REBOOT • Diagnostics/Corporate The Diagnostics/Corporate Segment supports the costs and operating expenses related to the continued development and exploitation of the Company’s proprietary Target System POS diagnostic platform and processes. In addition, the Diagnostics/Corporate Segment provides management and administrative services to support the Company and consists of certain aspects of the Company’s executive management, corporate relations, legal, compliance, human resources, corporate information technology and finance departments. RoxSan Pharmacy On August 13, 2015, the Company entered into an agreement with RoxSan Pharmacy, Inc., a California corporation (“RoxSan” or the “Pharmacy”), and its sole shareholder, Shahla Melamed (“Melamed” or “Former Owner”), to purchase 100% of the issued and outstanding shares of RoxSan's common stock and its assets and inventory. Pursuant to the agreement , the Company, among other things, issued the Seller a Secured Promissory Note in the amount of $20.5 million. As a result, effective August 13, 2015, RoxSan became the Company's wholly-owned subsidiary. Concurrently, Mrs. Melamed resigned from all positions within RoxSan, and Mr. J. Michael Redmond was appointed RoxSan's President and Chief Executive Officer, and Ms. Calli R. Bucci its Chief Financial Officer. Mr. Redmond and Ms. Bucci were also appointed as Chairman and member, respectively, of RoxSan’s board of directors. RoxSan provided a full range of pharmacy services including retail, compounding and fertility medications, and generated revenues primarily by dispensing prescription drugs, both through local channels by direct delivery as well as mail order. RoxSan also sold a wide assortment of general merchandise, including over-the-counter drugs, beauty products and cosmetics, seasonal merchandise and convenience foods, through the Company’s pharmacy. The pharmacy was fully licensed and qualified to conduct business in over 40 US States. Since the Company’s acquisition of RoxSan, the deleterious actions against the pharmacy by the Former Owner, including, among other things, interference with management and operations, and attempts to damage and/or divert customer and vendor relationships, had a significant adverse impact on the pharmacy. Furthermore, the discovery of the Former Owner’s alleged involvement in suspected insurance fraud caused RoxSan’s contract with its primary In Vitro Fertilization (“IVF”) drug rebate program to be terminated in August 2016. As a result, RoxSan was no longer eligible to receive incentive rebates for the majority of its IVF drug purchases, which were key to the profitability of the IVF drug sales; and for which without the rebates, RoxSan was unable to provide its customers with comparably priced IVF drugs. This, among other things, caused a precipitous drop of over 90% in RoxSan’s IVF revenues, and ultimate exit from the IVF market in mid-2017. Soon thereafter, in July 2017, RoxSan’s contract with its primary drug supplier was terminated for similar reasons connected to the Former Owner and alleged criminal activities associated with the Melamed family name, despite the Company’s new ownership and management. After careful consideration, the Company determined that RoxSan was unable to generate enough profits to sustain its pharmacy business, and on December 22, 2017, the pharmacy ceased operations and closed the business location in Beverly Hills, CA; however, some residual operations were still ongoing during 2018 to wind down the business. On May 14, 2018, pursuant to unanimous resolutions of the boards of directors of RoxSan Pharmacy, Inc. and Parallax Health Sciences, Inc., RoxSan filed a Chapter 7 petition in the United States Bankruptcy Court for the Central District of California. Mr. Timothy Yoo was appointed trustee on May 15, 2018. In connection with this filing, RoxSan sought to discharge approximately $5 million of liabilities owed to various parties, and intercompany loans in excess of $1 million owed to the Company. The Chapter 7 bankruptcy proceeding by RoxSan Pharmacy, Inc. was fully discharged and the case was closed on March 13, 2019, in U.S. Bankruptcy Court, Central District of California. Due to, among other things, the reduction in RoxSan’s cash flows during 2016 and 2017, RoxSan became delinquent in its payroll tax depository obligations, resulting in a liability owed to federal and state taxing agencies in the aggregate of $1,148,811, which includes $601,148 in taxes withheld from employees (“Trust Fund Taxes”), employer taxes of $183,172, and penalties and interest of $364,491 through December 31, 2018. The liability was included as part of the Chapter 7 bankruptcy petition, and certain portions of the liability may be discharged. However, in accordance with California bankruptcy laws, federal and state Trust Fund Taxes are not dischargeable. The Company has retained a tax resolution specialist and is in communications with the taxing agencies in order to resolve RoxSan’s liability. As a result of the loss of financial control of RoxSan, the Company has derecognized the subsidiary effective May 14, 2018. The derecognition resulted in a gain of $4,478,268. The Company also extinguished $22,778,281 in debt and accrued interest related to the acquisition of RoxSan. Going Concern The Company has incurred losses since inception resulting in an accumulated deficit of $19,190,922, and a working capital deficit of $5,115,430, and further losses are anticipated. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms. There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company will require additional financing in order to proceed with its plan of operations, including approximately $3,000,000 over the next 12 months to pay for its ongoing expenses. These cash requirements include working capital, general and administrative expenses, the development of the Company’s product line, and the pursuit of acquisitions. These cash requirements are in excess of the Company’s current cash and working capital resources. Accordingly, the Company will require additional financing in order to continue operations and to repay its liabilities. There is no assurance that the financing will be completed as planned or at all. If the Company is unable to secure adequate capital to continue the Company’s planned operations, the Company’s shareholders may lose some or all of their investment and the Company’s business may fail. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”). 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 and disclosure of contingent assets and liabilities at the date of the financial statements and that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern. NOTE: The following notes and any further reference made to “the Company”, “we”, “us”, “our” and “Parallax” shall mean Parallax Health Sciences, Inc., and its wholly-owned subsidiaries, Parallax Diagnostics, Inc., Parallax Health Management, Inc., and Parallax Behavioral Health, Inc., unless otherwise indicated. The Company’s former wholly-owned subsidiary, RoxSan Pharmacy, Inc., was derecognized effective May 14, 2018. (See “RoxSan Pharmacy” section of Note 1) |
Restatement
Restatement | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Restatement | NOTE 2. RESTATEMENT On October 18, 2019, the Company concluded that the previously issued audited consolidated financial statements as of and for the years ended December 31, 2018 and 2017, should no longer be relied upon. The Company reached its conclusion after consultation with its Audit Committee and a joint discussion with the Company’s independent registered public accounting firm. The Company has restated its audited consolidated financial statements as of and for the years ended December 31, 2018 and 2017, to reflect adjustments made in connection with the accounting treatment of certain convertible debt (the “Subject Debt”), warrants (the “Subject Warrants”), and convertible preferred stock (the “Subject Preferred Stock”). The adjustments resulted in material overstatements and understatements, the nature and impact of which are further described below. Valuation of Convertible Debt and Warrant Liabilities: The Company reviewed the accounting treatment of the Subject Debt, Subject Warrants, and Subject Preferred Stock, and concluded that it was not in accordance with U.S. generally accepted accounting principles. Specifically, the Subject Debt, Subject Warrants and Subject Preferred Stock were not evaluated to determine the impact (if any) of 1) embedded conversion option; 2) beneficial conversion feature; 3) bifurcation; 4) derivative liability; and 5) fair value adjustments and other expenses thereto. A third-party valuation was performed on the Subject Debt, Subject Warrants and Subject Preferred Stock, and the accounting treatment was determined. The effects of the accounting treatment, all non-cash in nature, resulted in a restatement of convertible debentures and convertible notes payable, additional paid in capital, and accumulated deficit, and the establishment of a derivative liability, resulting in changes to total liabilities and total stockholders’ deficit on the consolidated balance sheets; and a restatement of general and administrative expenses, gain on extinguishment of debt, discount amortization, and interest expense, and the establishment of a loss on fair value adjustments, resulting in changes to net income (loss), net loss per share-basic, and net loss per share-diluted on the consolidated statements of operations; and the restatement of stock compensation/stock option expense, discount amortization, gain on extinguishment of debt, loss on fair value adjustments, debt accretion, and the increase in accounts payable and accrued expenses from operating activities on the consolidated statements of cash flows. The following tables summarize the impacts on the Company’s consolidated financial statements as of and for the years ended December 31, 2018 and 2017. There was no impact from this restatement on the years ended prior to December 31, 2017: December 31, 2018 December 31, 2017 As Previously Reported As Restated Increase (Decrease) As Previously Reported As Restated Increase (Decrease) CONSOLIDATED BALANCE SHEETS Derivative liability, short-term –– 23,925 23,925 –– –– –– Debentures, convertible 755,627 724,903 (30,724 ) –– –– –– Debentures, convertible, related party 428,132 411,006 (17,126 ) –– –– –– Notes payable, convertible, net of discount 296,000 296,000 –– 741,000 1,706 (739,294 ) Total current liabilities 5,139,617 5,115,692 (23,925 ) 4,418,915 3,679,621 (739,294 ) Derivative liability, long-term –– 34,000 34,000 –– –– –– Debentures, convertible, net of unamortized discount 226,050 184,870 (41,180 ) –– –– –– Total liabilities 7,345,916 7,314,811 (31,105 ) 28,930,119 28,190,825 (739,294 ) Additional paid in capital - preferred 1,415,653 1,699,000 283,347 665,803 665,803 –– Additional paid in capital - common 9,715,921 11,382,341 1,666,420 5,580,668 6,449,768 869,100 Accumulated deficit (17,272,260 ) (19,190,922 ) 1,918,662 [1] (33,561,580 ) (33,691,386 ) 129,806 Total stockholders' deficit (5,981,559 ) (5,950,454 ) (31,105 ) (27,178,083 ) (26,438,789 ) (739,294 ) CONSOLIDATED STATEMENTS OF OPERATIONS General and administrative expenses $ 6,552,693 $ 6,626,063 $ 73,370 $ 3,997,512 $ 4,125,612 $ 128,100 Operating loss (6,561,293 ) (6,634,663 ) 73,370 (4,044,619 ) (4,172,719 ) 128,100 Gain on extinguishment of debt 23,215,862 22,858,009 (357,853 ) –– –– –– Loss on fair value adjustments –– (123,875 ) 123,875 –– –– –– Discount amortization (2,806,050 ) (2,805,000 ) (1,050 ) –– –– –– Interest expense, net of income (1,213,069 ) (2,164,530 ) 951,461 (1,016,773 ) (1,018,479 ) (1,706 ) Total other income (expenses) 23,675,011 22,242,872 (1,432,139 ) (6,466,773 ) (6,468,479 ) (1,706 ) Net income (loss) - continuing operations 17,113,718 15,608,209 (1,505,509 ) (10,511,392 ) (10,641,198 ) 129,806 Net income (loss) 16,289,320 14,783,811 (1,505,509 ) (13,664,945 ) (13,794,751 ) 129,806 Net income (loss) per common share - continuing operations - basic $ 0.115 $ 0.105 $ (0.010 ) $ (0.087 ) $ (0.088 ) $ (0.001 ) Net income (loss) per common share - continuing operations - diluted $ 0.079 $ 0.072 $ (0.007 ) $ (0.059 ) $ (0.060 ) $ 0.001 CONSOLIDATED STATEMENTS OF CASH FLOWS Net income (loss) $ 17,113,718 $ 15,608,209 $ (1,505,509 ) $ (10,511,392 ) $ (10,641,198 ) $ 129,806 Stock compensation/stock option expense 3,440,340 3,513,710 73,370 2,473,510 2,601,608 128,098 Discount amortization 2,806,050 2,805,000 (1,050 ) –– –– –– Gain on extinguishment of debt (23,215,862 ) (22,858,009 ) 357,853 –– –– –– Loss on fair value adjustments –– 123,875 123,875 –– –– –– Debt accretion –– 1,107,753 1,107,753 –– 1,706 1,706 Increase in accounts payable and accrued expenses 2,137,271 1,980,979 (156,292 ) 1,731,757 1,731,759 2 Non-Cash Activities: Discounts on long-term liabilities $ 2,806,050 $ 2,805,000 $ (1,050 ) $ 5,450,000 $ 5,450,000 $ –– Beneficial conversion feature of convertible promissory notes –– 347,487 347,487 –– 592,582 592,582 Fair value of stock warrants –– 1,393 1,393 –– 148,418 148,418 Embedded conversion option of convertible promissory notes –– 60,350 60,350 –– –– –– Supplemental Information: Interest paid-continuing operations 342,230 185,937 (156,293 ) 52,566 52,566 –– [1] Includes 2018 and 2017 net increase in accumulated deficit of $1,505,509 and $129,806, respectively, and deemed dividends of $283,347 and $0, respectively. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The Company’s fiscal year-end is December 31. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. When the Company loses control of a subsidiary, a gain or loss is recognized and is calculated as the difference between: • the aggregate of the fair value of consideration received and the fair value of any retained interest at the date when control is lost; and • the carrying amount of the net assets (liabilities) of the subsidiary and any noncontrolling interest. Upon deconsolidation of a subsidiary, any loans to the former subsidiary made by the Company are measured at fair value at the deconsolidation date. Any difference between the carrying amount of the loan to the subsidiary and its fair value is included as part of the gain or loss calculation upon deconsolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Fair Value Hierarchy The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following: Level 1: Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2: Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. Level 3: Inputs to the valuation methodology are unobservable inputs based upon management’s best estimate of inputs market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of December 31, 2018 and 2017, the Company had no cash equivalents. Fair Value of Financial Instruments As of December 31, 2018 and 2017, the carrying values of Company’s Level 1 financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and short-term debt, approximate fair value. The fair value of Level 3 instruments is calculated as the net present value of expected cash flows based on externally provided or obtained inputs. Certain Level 3 instruments may also be based on sales prices of similar assets. The Company’s fair value calculations take into consideration the credit risk of both the Company and its counterparties as of the date of valuation. See Note 6 for additional information about long-term debt. • Derivatives of financial instruments: Derivatives are initially recognized at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period, with changes in fair value recognized in profit or loss. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realized or settled within 12 months. Other derivatives are presented as current assets or current liabilities. • Embedded derivatives: Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value with changes in fair value recognized in profit or loss. An embedded derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and it is not expected to be realized or settled within 12 months. Other embedded derivatives are presented as current assets or current liabilities. The following table represents the Company’s derivative financial instruments: December 31, 2018 December 31, 2017 Convertible debentures $ 23,925 $ –– Warrants 34,000 –– Total derivative liability $ 57,925 $ –– The following table represents the changes in the Company’s derivative financial instruments: December 31, 2018 December 31, 2017 Fair value of derivative liability, beginning $ –– $ –– Increase in derivative liability-debentures 60,350 –– Increase in derivative liability-warrants 623,900 –– Fair value adjustment-debentures (2,500 ) –– Fair value adjustment-warrants 126,375 –– Reclassification of warrant carrying value due to reset of exercise price (750,200 ) –– Fair value of derivative liability, ending $ 57,925 $ –– Accounts Receivable Accounts receivable are stated net of an allowance for doubtful accounts. The accounts receivable balance primarily includes amounts due from customers. Charges to bad debt are based on both historical write-offs and specifically identified receivables. The activity in the allowance for doubtful accounts receivable for the years ended December 31, 2018 and 2017, is as follows: December 31, 2018 December 31, 2017 Beginning balance $ 4,000 $ –– Additions charged to bad debt expense 236 4,000 Write off of allowance for doubtful collections (4,236 ) –– Ending balance $ –– $ 4,000 During the years ended December 31, 2018 and 2017, the allowance for doubtful collections of customer receivables increased by $236 and $4,000, respectively. As of December 31, 2018 and 2017, the allowance for doubtful collections was $0 and $4,000, respectively. Intangible Assets Product processes, patents and customer lists are amortized on a straight-line basis over their estimated useful lives between 4 and 20 years. See Note 4 for additional information about intangible assets. Goodwill and other Indefinitely-lived assets Goodwill and other indefinitely-lived assets are not amortized, but are subject to impairment reviews annually, or more frequently if necessary. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company believes that future projected cash flows are sufficient for the recoverability of its long-lived assets, and no impairment exists. There can be no assurance, however, that market conditions will not change or demand for the Company’s products and products under development will continue. Either of these could result in future impairment losses. Convertible Debt The Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon conversion of convertible debt, convertible preferred shares and the exercise of the Company’s stock options and warrants. Comprehensive Loss As of December 31, 2018 and 2017, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. Revenue Recognition Revenue is recognized when: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the seller’s price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. The Company may have net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. As of December 31, 2018, the Company has not yet filed its 2012 through 2017 annual corporate income tax returns. Due to the Company’s recurring losses, it is anticipated that no corporate income taxes are due for these periods. Stock-Based Compensation The Company records stock-based compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. Recently Adopted Accounting Standards The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: Adopted In January 2017, the FASB issued ASU No. 2017-01 (“ASU 2017-01”), Business Combinations (Topic 805), Clarifying the Definition of a Business. ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 was effective for the Company for annual periods beginning after December 15, 2017, and interim periods. Early adoption is permitted under certain conditions. In January 2017, the FASB issued ASU No. 2017-04 (“ASU 2017-04”), Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test, which should reduce the cost and complexity of evaluating goodwill for impairment. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 will be effective for annual periods beginning after December 15, 2019, and interim periods. The Company elected early adoption, which is permitted for testing performed after January 1, 2017. In May 2017, the FASB issued ASU No. 2017-09 (“ASU 2017-09”), Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. ASU 2017-09 clarifies and reduces both the (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. ASU 2017-09 was effective for the Company for annual periods beginning after December 15, 2017, and interim periods. Early adoption is permitted. In July 2017, the FASB issued ASU No. 2017-11 (“ASU 2017-11”), Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. ASU 2017-11 also addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification®. ASU 2017-11 is effective for the Company for annual periods beginning after December 15, 2018, and interim periods. Early adoption is permitted. Not Yet Adopted: In June 2018, the FASB issued ASU No 2018-07 (“ASU 2018-07”), Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 will be effective for the Company for annual periods beginning after December 15, 2018, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-13 (“ASU 2018-13”), Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. ASU 2018-13 will be effective for the Company for annual periods beginning after December 15, 2019, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-15 (“ASU 2018-15”), Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40). ASU 2018-15 was issued to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. ASU 2018-15 will be effective for the Company for annual periods beginning after December 15, 2019, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures. Recently Issued Accounting Standards Updates: There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Accounts Receivable, Net | NOTE 4. ACCOUNTS RECEIVABLE, NET Accounts receivable, net, consists of the following: December 31, 2018 December 31, 2017 Customer receivables $ –– $ 7,275 Less: allowance for doubtful accounts –– (4,000 ) Accounts receivable, net $ –– $ 3,275 As of December 31, 2018 and 2017, respectively, the Company was owed $0 and $7,275 in accounts receivable due from customers. During the years ended December 31, 2018 and 2017, respectively, the allowance for doubtful collections increased by $236 and $4,000, respectively. As of December 31, 2018 and 2017, the allowance for doubtful collection was $0 and $4,000, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Intangible Assets | NOTE 5. INTANGIBLE ASSETS The following are the components of finite-lived intangible assets: December 31, 2018 December 31, 2017 Products and processes $ 12,500 $ 12,500 Trademarks and patents / technology 150,700 150,700 Customer lists / relationships 30,000 30,000 Non-compete agreement 30,000 40,000 Marketing related 64,000 64,000 Software 510,300 510,300 Sub-total 797,500 807,500 Accumulated amortization (218,465 ) (97,845 ) Intangible assets, net $ 579,035 $ 709,655 Amortization expense for the years ended December 31, 2018 and 2017, was $120,620 and $83,739, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Accounts Payable and Accrued Expenses | NOTE6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of: December 31, 2018 December 31, 2017 Accounts payable-vendors $ 830,590 $ 865,569 Credit cards payable 42,552 39,841 Payroll taxes payable 78,608 75,637 Accrued interest 450,187 1,894,694 Accrued payroll and payroll taxes 402,053 172,607 Other liabilities 601,148 –– 2,405,138 3,048,348 Reserve-legal fees 250,000 –– Total accounts payable and accrued expenses $ 2,655,138 $ 3,048,348 Payroll taxes payable includes $17,475 and $5,485 in penalties, and $4,202 and $634 in interest, related to unpaid payroll taxes as of December 31, 2018 and 2017, respectively. Other liabilities consists of certain payroll tax liabilities owed by the bankrupt entity, RoxSan Pharmacy, Inc. that are not discharged under California bankruptcy laws. The Company has retained a tax resolution specialist to aid the Company in resolving the liability with the taxing agencies on behalf of RoxSan. During the year ended December 31, 2018, accounts payable and accrued expenses was reduced by $341,606, resulting from the extinguishment of debt consisting of accounts payable-vendors in the amount of $284,714 and accrued interest in the amount of $56,892. The Company has established an estimated reserve of $250,000 and $0 at December 31, 2018 and 2017, respectively, for future legal fees to be incurred in connection with pending legal actions (Note 18). |
Debt Disclosure
Debt Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Debt Disclosure | NOTE 7. NOTES AND LOANS PAYABLE Notes and loans payable consists of the following: December 31, 2018 December 31, 2017 Short-term Notes payable, convertible $ 296,000 $ 1,706 Debentures, convertible 724,903 –– Total short-term notes payable 1,020,903 1,706 Long-term Notes and loans payable, unsecured –– 95,975 Debentures, convertible, net of unamortized discount 184,870 –– Notes payable, convertible 720,154 144,000 Notes payable, secured, net of unamortized discount: 28,995 17,393,240 Total long-term notes and loans payable 934,019 17,633,215 Total notes and loans payable $ 1,954,922 $ 17,634,921 Non-related party convertible debt consist of the following: Holder Principal APR Accrued Interest Conversion Price Term/Due Convertible promissory notes: Lender Group A $ 120,000 12-20% $ 164,060 $0.10 05/ 31/ Investor Group A 176,000 10% 21,681 $0.10 09/ 30/ The Kasper Group, Ltd. 144,000 7% 70,587 $0.10 10/ 31/ Joseph M. Redmond 576,154 [1] 5% 119,550 [1] $0.10 07 /31 1,016,154 376,127 Convertible debentures: Short-term 724,903 10% –– $0.12 02/ 28/ Long-term 184,870 10% –– $0.12 11/ 30/ 909,773 –– Total convertible debt $ 1,925,927 $ 376,127 [1] As of January 1, 2018, Mr. Joseph M. Redmond, former President and member of the board of directors, is no longer a related party. As a result, $576,154 in convertible promissory notes and accrued interest of $90,742 was reclassified from related party transactions (Note 8) to non-related party transactions. See Note 18 for additional information and legal proceedings related to Mr. Redmond. During the years ended December 31, 2018 and 2017, respectively, the Company issued short-term non-related party convertible promissory notes in the aggregate principal sum of $825,000 and $741,000, along with 625,000 and 3,705,000 warrants (Note 12), which, upon issuance, were discounted by a total of $605,000 and $741,000, representing $223,607 and $592,582 for beneficial conversion feature, $1,393 and $148,418 for value of warrants, and $380,000 and $0 for derivative liability. Effective November 14, 2018, $600,000 in principal, plus $55,627 in accrued interest, was exchanged for short-term convertible debentures, at which time $240,000 was reclassified to equity for intrinsic value of warrants, $30,725 was reclassified as derivative liability for embedded conversion option, and $105,320 was recognized as a loss on extinguishment of debt. During the years ended December 31, 2018 and 2017, respectively, a total of $1,098,974 and $1,706 in debt accretion was expensed; and repayments totaling $670,000 and $0 were made, of which $50,000 and $0 was repaid in cash, and $620,000 and $0 was converted into the Company’s common stock. The short-term non-related party convertible notes and debentures bear interest at a rate of 10% to 20% per annum, mature in 2019, and are convertible into shares of the Company’s common stock at a conversion price of $0.10 per share. In addition, the holders of certain short-term non-related party convertible notes in the principal sum of $145,000 are granted 290,000 shares of the Company’s restricted common stock for each ninety (90) day period; and the holders of certain short-term non-related party convertible notes in the principal sum of $75,000 are granted 150,000 shares of the Company’s restricted common stock for each thirty (30) day period. An aggregate of 2,810,000 shares of the Company’s restricted common stock are issuable to the note holders through December 31, 2018, valued at $281,000. As of December 31, 2018 and 2017, respectively, $296,000 and $1,706 in short-term non-related party convertible promissory notes, and $724,903 and $0 in short-term non-related party convertible debentures, remains. During the years ended December 31, 2018 and 2017, respectively, long-term unsecured non-related party loans and promissory notes in the principal sum of $95,975 and $0, and $56,892 and $0 in accrued interest, were extinguished, resulting in a gain of $152,867 and $0. As of December 31, 2018 and 2017, respectively, long-term unsecured non-related party loans and promissory notes consists of $0 and $95,975, respectively. During the year ended December 31, 2018, the Company issued long-term non-related party convertible debentures in the aggregate principal sum of $250,000, along with 600,000 warrants (Note 12), which, upon issuance, were discounted by a total of $67,500, representing $25,000 in original issue discount, $30,000 for derivative liability, and $12,500 for embedded conversion option. During the year ended December 31, 2018, a total of $2,370 in debt accretion was expensed. The debentures mature in 2021, and are convertible into the Company’s common stock at a conversion price of $0.10 per share. As of December 31, 2018, a total of $23,630 in unamortized discount remains, to be expensed over the next twenty-two (22) months. As of December 31, 2018 and 2017, respectively, long-term non-related party convertible promissory notes consists of $720,154 [1] As of December 31, 2018 and 2017, respectively, long-term secured notes payable includes a term loan in the principal sum of $28,995 and $38,240. The loan bears interest at a rate of 7.48% to 7.48%, with monthly payments of principal and interest in the amount of $1,475, maturing July 17, 2020. During the year ended December 31, 2018, a long-term secured non-related party promissory note in the principal sum of $20,500,000, and $2,278,281 in accrued interest, was extinguished in connection with RoxSan’s Chapter 7 petition filed in May 2018 (Note 18), and recharacterized as a contingent liability (Note 9), resulting in a gain of $22,778,281. As of December 31, 2018 and 2017, respectively, long-term secured non-related party promissory notes consists of $28,995 and $17,393,240, net of unamortized discount of $0 and $3,145,000. The future maturities of long-term notes payable are summarized as follows: Year 2019 2020 2021 Total Principal $720,154 $28,995 $184,870 $934,019 During the years ended December 31, 2018 and 2017, respectively, interest on non-related party notes and loans payable in the amount of $1,009,525 and $920,434 was expensed. As of December 31, 2018 and 2017, respectively, a total of $376,127 and $1,724,093 in interest, net of debt extinguishments of -$2,335,173 and -$0, and conversions to common stock of -$55,613 and -$0, remains accrued and is included as part of accrued expenses on the accompanying consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Related Party Transactions | NOTE 8. RELATED PARTY TRANSACTIONS Related party transactions consist of the following: December 31, 2018 December 31, 2017 Related party payables Accrued compensation $ 869,859 [1] $ 501,270 Cash advances 134,861 128,297 Total related party payables 1,004,720 629,567 Debentures, convertible 411,006 –– Notes payable, related party, convertible 491,100 [1] 1,167,254 Total related party transactions $ 1,906,826 $ 1,796,821 [1] As of January 1, 2018, Mr. Joseph M. Redmond, former President and member of the board of directors, is no longer a related party. As a result, related party transactions was reduced by $618,510, representing $42,356 in accrued compensation, and $576,154 in convertible promissory notes. As of December 31, 2018, $42,356 is included as part of accounts payable and accrued expenses, and $576,154 is included as part of long-term convertible notes payable, on the accompanying consolidated balance sheets. In addition, accrued interest of $90,742 related to the convertible promissory notes was reclassified from related party to non-related party accrued interest. See Note 17 for additional information and legal proceedings related to Mr. Redmond. As of December 31, 2018 and 2017, respectively, related parties are due a total of $1,906,826 and $1,769,821, consisting of $869,859 and $501,270 in accrued compensation owed to officers; $134,861 and $128,297 in cash advances from officers and beneficial owners to the Company for operating expenses; $411,006 and $0 in convertible debentures, net of embedded conversion option of $17,125 and $0; and $491,100 and $1,167,254 in convertible promissory notes. Related party convertible debt consists of the following: Note Holder Principal APR Accrued Interest Conversion Price Term/Due Convertible promissory notes: Huntington Chase, Beneficial Owner $ 491,100 7% $ 74,060 $0.10 12/ 31/ Convertible debentures: AvantGarde, LLC, Beneficial Owner 342,734 12% –– $0.10 02/ 28/ Hamburg Investment Co., Beneficial Owner 68,272 12% –– $0.10 02/ 28/ 428,132 –– Total convertible debt-related parties $ 919,232 $ 74,060 Promissory Notes On September 30, 2015, the Company issued a modified convertible promissory note in the principal sum of $631,100, representing cash loans and unpaid compensation, of which principal repayments in the aggregate of $100,000 have been made, and $40,000 of which was converted into common stock. The note bears interest at a rate of 7% per annum, and contains a repayment provision to convert the debt into restricted shares of the Company’s common stock at a price of $0.10 per share. On December 31, 2018, the note was modified to 1) reduce the principal balance to $491,100; and 2) mature December 31, 2023. Between April 26, 2018 and May 8, 2018, the Company issued senior secured convertible promissory notes (the “Notes”) to a related party in the aggregate principal sum of $337,750, along with 3,377,500 warrants (Note 12), which, upon issuance, was discounted by a total of $337,500, representing $123,850 for beneficial conversion feature, and $213,900 for derivative liability. During the year ended December 31, 2018, a total of $6,409 in debt accretion was expensed. The Notes bore interest at rate of 12% per annum, contained a repayment provision to convert the Notes into restricted shares of the Company’s common stock at a price of $0.10 per share, and included warrant coverage for a period of three (3) years to purchase shares of the Company’s common stock at an exercise price of $0.10 per share. Effective November 14, 2018, the Notes and related accrued interest of $34,090 were exchanged into convertible debentures (“Debentures”) in the principal amount of $428,132, at which time $135,100 was reclassified to equity for intrinsic value of warrants, and $17,125 was reclassified as derivative liability for embedded conversion option, and $252,533 was recognized as a loss on extinguishment of debt. The Debentures bear interest at a rate of 10% per annum, mature February 28, 2019, and are convertible into shares of the Company’s restricted common stock at a conversion rate of $0.12 per share. As of December 31, 2018 and 2017, respectively, related party convertible debt consists of $491,100 and $1,167,254 in promissory notes and $411,006 and $0 in debentures. During the years ended December 31, 2018 and 2017, respectively, interest in the amount of $66,840 and $76,511 was expensed, of which $798 and $16,833 was paid to the note holders in cash; $0 and $35,733 was converted to restricted shares of the Company’s common stock, and accrued interest of $71,839 and $0 was converted to principal. As of December 31, 2018 and 2017, respectively, a total of $74,060 and $170,600 in accrued interest remains and is included as part of accrued expenses on the accompanying consolidated balance sheets. Stock Issuances On January 23, 2017, in connection with a certain subscription agreement, the Company issued 30,000 shares of its Series B preferred stock at $5.00 per share to a related party, for cash in the amount of $150,000. The shares are convertible into common stock at a conversion rate of 20 common share for each Series B preferred share held. On March 16, 2017, in connection with a related party convertible promissory note in the amount of $250,000 and accrued interest of $7,954, the Company issued 1,228,346 shares of its restricted common stock at a conversion rate of $0.21 per share. On May 18, 2017, in connection with a related party convertible promissory note in the amount of $200,000 and accrued interest of $27,781, the Company issued 2,277,808 shares of its restricted common stock at a conversion rate of $0.10 per share. On July 7, 2017, in connection with a certain executive employment agreement, the Company granted the executive 10,000,000 shares of its restricted common stock at $0.001 per share, of which 25% vest immediately, and the remaining vest over a period of twenty-four (24) months. The shares were valued at $2,000,000, of which $507,500 was expensed, and $1,492,500 was deferred, to be amortized over the next twenty-four (24) months. On August 1, 2017, in connection with a certain executive employment agreement, the Company issued 3,000,000 shares of its restricted common stock at $0.001 per share. The shares were valued at $750,000 and are fully vested. On September 11, 2017, in connection with the related party convertible promissory note in the amount of $491,100, the note holder elected to convert a portion of the principal in the amount of $40,000. As a result, the Company issued 400,000 shares of its restricted common stock at a conversion rate of $0.10 per share. On January 11, 2018, pursuant to a resolution of the board of directors, the Company issued 6,000,000 shares of its restricted common stock to certain officers and directors. The shares were purchased at par, or $0.001 per share, for cash in the amount of $6,000. On August 13, 2018, in connection with the exercise of certain employee stock options, the Company issued 1,071,430 shares of its restricted common stock at a conversion rate of $0.05 per share. The shares were issued on a cashless basis, resulting in a net value of $187,500. On September 30, 2018, in connection with the Series C convertible preferred stock equity offering (Note 10), three officers of the Company were issued an aggregate of 90,000 Series C preferred shares at a price of $5.00 per share in exchange for accrued compensation in the aggregate of $450,000. Upon issuance, a beneficial conversion feature of $100,578 was recorded as a deemed dividend. In connection with the Series C preferred shares, the officers were also issued an aggregate of 1,250,000 warrants, valued at an aggregate of $75,000, and exercisable for a period of three (3) years at an exercise price of $0.25 per share. Agreements On January 1, 2017, the Company, through its wholly-owned subsidiary, Parallax Health Management, Inc. (formerly Qolpom, Inc.) entered into an Employment Agreement with Mr. Nathaniel T. Bradley, the President of Parallax Health Management, Inc. The agreement is for a term of three (3) years, and includes annual compensation of $150,000, as well as a bonus plan contingent upon the Company's performance and customary employee benefits. In addition, the agreement provides for a non-refundable, fully-vested signing bonus of $50,000. Effective August 1, 2017, the Employment Agreement was superseded by a new agreement which was executed on November 30, 2017, and replaces any other employment agreement between Mr. Bradley and the Company or any of its subsidiaries. The agreement is for an initial term of three (3) years, and provides annual compensation for Mr. Bradley to serve as the Company’s Chief Technology Officer (“CTO”), as well as CTO of Parallax Health Management, Inc. and Parallax Behavioral Health, Inc., in the aggregate of $222,000 year one, $265,000 in year two and $320,000 in year three, as well as various performance bonuses and customary employee benefits. In addition, the agreement, as amended, provides for a grant to purchase 3,000,000 restricted common shares at $0.001 per share, vesting immediately, as well as options granted to purchase 2,000,000 shares of the Company's common stock at a price of $0.25 per share. The options are for a period of five (5) years, and vest annually over a three (3) year period, with an initial vesting of 25%. On July 7, 2017, the Company entered into an Executive Employment Agreement (the “Agreement”) with Mr. Paul R. Arena to serve as the Company’s President and Chief Executive Officer for a period of three (3) years. As compensation for his services, the Agreement provides for a base compensation of $350,000 in year one, of which 30% shall be deferred until certain goals are met, $425,000 in year two, and $550,000 in year three, as well as annual bonus compensation equal to 2x base when certain Company earnings are reached. In addition, the Agreement includes a grant to purchase 10,000,000 restricted common shares at $0.001 per share, of which 25% vests immediately; 25% vests in one year; 25% vests after two years; and 25% vests when certain funding goals have been met. The Agreement also includes the grant of 5,000,000 stock options at an exercise price of $0.25 per share. The options are exercisable for a period of five (5) years, and vest when certain market share prices of the Company’s common stock are met. On January 1, 2018, the Company entered into an Executive Agreement with its Chief Financial Officer. The agreement replaces any other written agreement with the Company, is for a term of one (1) year, with the option to extend, and includes annual compensation of $216,000 in year 1, as well as a bonus plan and customary executive benefits. In addition, the agreement provides for a non-refundable, fully-vested signing bonus of $100,000, as well as a grant of stock options to purchase 1,000,000 shares of the Company's common stock at an exercise price of $0.25 per share. The options are for a period of five (5) years, and vest quarterly over a one (1) year period. On January 1, 2018, the Company entered into a Consulting Agreement with Huntington Chase Financial Group, LLC, whose principal is a related party. The agreement replaces any other written agreement with the Company, is for a term of three (3) years, and includes monthly compensation of $25,000 in year 1; $30,000 in year 2 and $35,000 in year 3, of which the year 2 and 3 increases are deferred until completion of certain development projects, as well as customary expense allowances. In addition, the agreement provides for a grant of stock options to purchase 4,000,000 shares of the Company's common stock at an exercise price of $0.25 per share. The options are for a period of five (5) years, of which 25% vest immediately, and the remainder vest when certain market share prices of the Company’s common stock are met. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Commitments And Contingencies | NOTE 9. COMMITMENTS AND CONTINGENCIES On August 13, 2015, the Company issued a secured promissory note in the amount of $20,500,000 (the “Promissory Note”) in connection with the acquisition of RoxSan Pharmacy, Inc. (“RoxSan”). The Promissory Note bore interest at a rate of 6% per annum, and matured August 13, 2018 (“Maturity”). At the time of issuance, management determined that the Promissory Note did not fairly represent the fair market value for the related acquisition. As a result, a discount of $15,300,000, representing the difference between the face value and the estimated fair market value of the Promissory Note was recorded and has been fully expensed. As part of the derecognition of RoxSan resulting from its Chapter 7 petition filed on May 14, 2018 (Note 18), management reevaluated the characteristics of the Promissory Note. Included in the evaluation were the following considerations: 1) the related asset is no longer a part of the parent financial statements due to a loss of financial control; 2) the Company is currently in litigation as a result of material breaches by the note holder; 3) the Company has claims against the note holder for losses and damages directly related to the Promissory Note and its underlying assets; 4) there is a high likelihood that no obligation exists. After careful consideration, management has determined that the current characteristics of the liability are contingent in nature, and has extinguished the debt of $20,500,000 and related $2,278,281 in accrued interest during the current year, resulting in a gain of $22,778,281. On August 31, 2016, as part of the Company’s acquisition of 100% of the issued and outstanding shares of Qolpom®’s common stock and its assets, inventory and intellectual property, the agreement provides for, among other things, the seller to receive up to $2,000,000 through a percentage of revenue generated from RPM business segment (“Revenue Share”), as well as a royalty of 3% (“Royalties”) of certain revenues generated from the Qolpom® intellectual property, as defined in the agreement. As of December 31, 2018 and 2017, respectively, the present value of future Revenue Share was $430,000 and $890,000 (Note 15); and the present value of future Royalties was $310,000 and $200,000. On April 26, 2017, as part of the Company’s acquisition of 100% of certain intellectual property (“Intellectual Property”) from ProEventa, Inc., a Virginia Corporation (“ProEventa”), the agreement provides for, among other things, ProEventa to receive a revenue sharing cash earn-out of up to $3,000,000 to be derived from certain net revenue generated by the Company; as well as Royalties of 3% of certain revenues generated from the Intellectual Property, ending at such time as the Company has paid ProEventa $25,000,000, as defined in the agreement. As of December 31, 2018 and 2017, respectively, the present value of future Revenue Share was $1,040,000 and $1,000,000; and the present value of future Royalties was $690,000 and $800,000. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Convertible Preferred Stock | NOTE 10. CONVERTIBLE PREFERRED STOCK The total number of authorized shares of preferred stock that may be issued by the Company is 10,000,000 with a par value of $0.001 per share. The holders of all series of Preferred Stock have no voting rights. Series A and Series B preferred shares are convertible into the Company’s common stock at a rate of 20 shares of common stock for each preferred share held. Series C preferred shares are convertible into the Company’s common stock at a rate of 41.67 shares of common stock for each preferred share held. Series B preferred shares were issued with 50% warrant coverage for a period of two (2) years, to purchase shares of the Company's common stock at a price of $0.75 per share. Series C preferred shares were issued with 50% warrant coverage for a period of three (3) years, to purchase shares of the Company's common stock at a price of $0.25 per share. The number of shares of common stock underlying the warrants and the exercise price are subject to adjustment upon certain events. Dividends are payable semi-annually on the Company’s Series A preferred stock at a rate of 7% per annum, 10% per annum on Series B, and 8% per annum on Series C. Dividends may be paid in kind, at the option of the Company, to the extent that if the Company is not legally permitted to distribute cash dividends, it shall pay dividends in the form of preferred shares equal to the amount of the dividend. No dividends have been declared on the Company’s preferred stock. In the event of any liquidation, dissolution, winding-up or sale or merger of the Company, whether voluntarily or involuntarily, each holder of Preferred Stock is entitled to receive, in preference to the holders of common stock, a per-share amount equal to the original issue price plus all declared but unpaid dividends and dividends in arrears. During the year ended December 31, 2017, in connection with a certain subscription agreement, the Company issued 30,000 shares of its Series B preferred Stock at $5 per share to a related party, for cash in the amount of $150,000. As a result, $149,970 was recorded to paid in capital. In August 2018, the Company established a private placement equity offering for the purchase of Series C convertible preferred stock (the “Series C Shares”). The offering provided for, among other thing, the purchase of Series C Shares at a price of $5.00 per share, with a minimum unit of 20,000 shares, or $100,000. All Series C Shares are convertible into common stock at a conversion rate of $0.12 per share, or a ratio of 41.67 shares of common stock for each Series C Share held (41.67:1) (“Conversion Ratio”) if converted within one (1) year, or at a lesser Conversion Ratio after one year. The shares also include warrants to purchase common stock for a period of 3 years at an exercise price of $0.25 per share, of which the number of warrants is determined at 50% of the prevailing Conversion Ratio. The Series C offering is closed to further investors. During the year ended December 31, 2018, in connection with the Series C Shares equity offering, 150,000 Series C Shares were issued at a price of $5.00 per share, of which 60,000 were issued to accredited investors for cash in the amount of $300,000, and 90,000 were issued to officers of the Company in exchange for debt in the principal sum of $450,000. As a result, $749,850 was recorded to preferred paid in capital, and a beneficial conversion feature of $283,347 was recorded as a deemed dividend, of which $100,578 was in connection with the shares issued to officers of the Company. As of December 31, 2018 and 2017, respectively, the Company had 1,013,691 and 863,691 shares of preferred stock issued and outstanding. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Common Stock | NOTE 11. COMMON STOCK The total number of authorized shares of common stock that may be issued by the Company at December 31, 2018 and 2017, respectively, is 500,000,000 and 250,000,000 with a par value of $0.001 per share. During the years ended December 31, 2018 and 2017, respectively, 6,881,130 and 0 shares of the CompanyÂ’s common stock were issued in connection with the conversion of non-related party debt in the amount of $675,914 and $0. As a result, $668,733 and $0 was recorded to paid in capital. During the years ended December 31, 2018 and 2017, respectively, 0 and 3,906,154 shares of the CompanyÂ’s common stock were issued in connection with the conversion of related party debt in the amount of $0 and $525,733. As a result, $0 and $521,827 was recorded to paid in capital. During the years ended December 31, 2018 and 2017, respectively, 846,051 and 281,602 were issued for the exercise of stock options, and 1,071,430 and 0 were issued for the exercise of related party stock options. As a result, $454,908 and $67,303 was recorded to paid in capital. During the years ended December 31, 2018 and 2017, respectively, 1,750,000 and 3,950,000 shares of the CompanyÂ’s common stock were issued in connection with stock awards to non-related parties, valued at $279,110 and $849,250. As a result, $153,000 and $848,500 was deferred, to be amortized over the next twenty-one (21) months, and $277,360 and $845,300 was recorded to paid in capital. During the years ended December 31, 2018 and 2017, respectively, 0 and 13,000,000 shares of the CompanyÂ’s common stock were issued in connection with stock awards to related parties valued at $0 and $2,750,000. As a result, $0 and $1,990,000 was deferred, to be amortized over the next twenty-one (21) months, and $0 and $2,737,000 was recorded to paid in capital. During the years ended December 31, 2018 and 2017, respectively, 0 and 2,500,000 shares of the CompanyÂ’s common stock were issued for $0 and $2,500 cash, in connection with the acquisition of intellectual property. As a result, $0 and $622,500 was recorded to paid in capital. During the years ended December 31, 2018 and 2017, respectively, 2,000,000 and 3,950,000 shares of the CompanyÂ’s common stock were issued for cash in the amount of $240,000 and $197,500. As a result, $238,900 and $193,550 was recorded to paid in capital. During the years ended December 31, 2018 and 2017, respectively, 2,810,000 and 2,100,000 shares of the CompanyÂ’s common stock were issued in connection with debt and debt service in the amount of $281,000 and $115,000. As a result, $278,190 and $112,900 was recorded to paid in capital. During the years ended December 31, 2018 and 2017, respectively, 6,000,000 and 0 shares of the CompanyÂ’s common stock were issued to officers, for cash in the amount of $6,000 and $0. As a result, $990,000 and $0 was recorded to paid in capital. During the years ended December 31, 2018 and 2017, respectively, a total of 21,358,611 and 29,687,756 shares of the CompanyÂ’s common stock were issued. A total of $434,000 and $2,838,500 in deferred stock compensation was recorded, and $1,095,193 and $1,028,498 was expensed. As of December 31, 2018 and 2017, respectively, there remains $1,148,809 and $1,810,002 in deferred stock compensation to be expensed over the next twenty-one (21) months. As of December 31, 2018 and 2017, respectively, the Company had 158,113,141 and 136,734,530 common shares issued and outstanding. |
Warrants And Options
Warrants And Options | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Warrants And Options | NOTE 12. WARRANTS AND OPTIONS As of December 31, 2018 and 2017, respectively, the Company had 21,232,500 and 7,205,000 warrants, and 18,060,000 and 20,675,000 options issued and outstanding. During the years ended December 31, 2018 and 2017, respectively, 14,077,500 and 7,155,000 warrants were granted, and 100,000 and 14,535,706 expired. The warrants carry an exercise price of between $0.001 to $0.75 per share, expire between 2019 to 2023, and were valued at $851,610 and $325,020, using the Black-Scholes method. The assumptions used in valuing the warrants were: expected term between 2 to 5 years; expected volatility 40%; risk free interest rate between 1.16% to 2.91%; and a dividend yield of 0%. A total of $113,210 and $129,820 in deferred stock warrant compensation was recorded, and $73,370 and $70,740 was expensed during the years ended December 31, 2018 and 2017, respectively. There remains $98,920 and $172,290 in deferred compensation as of December 31, 2018 and 2017, respectively, to be expensed over the next twelve (12) months. Warrants Outstanding Number of Remaining Exercise Price Weighted Common Contractual Life Times Number Average Exercise Price Shares (in years) Of Shares Exercise Price $0.001 300,000 4.50 $ 300 $0.17 $0.01 75,000 2.00 750 $0.19 $0.10 250,000 1.75 25,000 $0.29 $0.10 6,377,500 2.25 637,750 $0.21 $0.10 3,000,000 2.50 300,000 $0.19 $0.10 62,500 4.25 6,250 $0.27 $0.15 1,000,000 2.00 150,000 $0.26 $0.15 600,000 5.00 90,000 $0.19 $0.17 62,500 4.25 10,625 $0.27 $0.18 62,500 4.25 11,250 $0.27 $0.21 100,000 1.75 21,000 $0.31 $0.21 62,500 4.25 13,125 $0.27 $0.25 1,500,000 1.50 375,000 $0.34 $0.25 3,255,000 1.75 813,750 $0.29 $0.25 475,000 2.00 118,750 $0.25 $0.25 3,250,000 2.75 812,500 $0.18 $0.35 250,000 1.75 87,500 $0.29 $0.60 250,000 1.75 150,000 $0.31 $0.75 300,000 0.25 225,000 $0.29 21,232,500 $ 3,848,550 $0.18 Warrant Activity Number of Weighted Average Shares Exercise Price Outstanding at December 31, 2016 15,362,491 $0.28 Issued 21,232,500 $0.18 Exercised –– –– Expired / Forfeited (15,362,491 ) $0.28 Outstanding at December 31, 2018 21,232,500 $0.18 During the years ended December 31, 2018 and 2017, respectively, 6,000,000 and 11,570,000 stock options were granted, which vest periodically over a two (2) year period, are exercisable for a period of between 3 to 5 years at an exercise price of between $0.05 to $0.50 per share, and were valued at $833,700 and $1,926,750, using the Black-Scholes method. The assumptions used in valuing the options were: expected term between 2.50 to 5.75 years; expected volatility between 1.82 to 2.06; risk free interest rate between 1.46% to 2.78%; and a dividend yield of 0%. Options Outstanding Remaining Exercise Price Weighted Number of Contractual Life times Number Average Exercise Price Shares (in years) of Shares Exercise Price $0.05 90,000 3.50 $ 4,500 $0.14 $0.05 1,140,000 3.25 57,000 $0.09 $0.05 100,000 2.75 5,000 $0.08 $0.05 60,000 2.00 3,000 $0.06 $0.05 170,000 1.75 8,500 $0.12 $0.10 500,000 1.75 50,000 $0.14 $0.10 250,000 0.75 25,000 $0.06 $0.15 1,000,000 1.75 150,000 $0.14 $0.25 5,000,000 4.25 1,250,000 $0.16 $0.25 7,000,000 3.50 1,750,000 $0.16 $0.25 1,000,000 1.75 250,000 $0.15 $0.25 1,000,000 1.25 250,000 $0.10 $0.25 250,000 0.75 62,500 $0.06 $0.35 250,000 0.75 87,500 $0.07 $0.60 250,000 0.75 150,000 $0.08 18,060,000 $ 4,103,000 $0.23 Options Activity Number of Weighted Average Shares Exercise Price Outstanding at December 31, 2016 11,135,000 $0.08 Issued 17,570,000 $0.14 Exercised (2,273,189 ) $0.15 Expired / Forfeited (8,371,811 ) $0.17 Outstanding at December 31, 2018 18,060,000 $0.23 During the years ended December 31, 2018 and 2017, respectively, 6,000,000 and 11,570,000 options were issued, 1,973,189 and 300,000 options were exercised, 1,000,000 and 0 options expired, and 5,641,811 and 1,730,000 options were forfeited. A total of $649,327 and $1,679,765 in deferred stock option compensation was recorded, net of forfeitures, and $572,870 and $589,679 was expensed during the years ended December 31, 2018 and 2017, respectively. There remains $1,395,466 and $1,319,010 in deferred compensation as of December 31, 2018 and 2017, respectively, to be expensed over the next twenty-four (24) months. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Leases | NOTE 13. LEASES The Company sub-leases office space for its headquarters in Santa Monica, California, for $5,600 per month, on a month-to-month basis. Rent expense for the years ended December 31, 2018 and 2017, respectively, was $73,351 and $8,148. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Income Taxes | NOTE 14. INCOME TAXES A reconciliation of the expected statutory federal and state taxes and the total income tax expense (benefit) at December 31, 2018 and 2017, was as follows: December 31, 2018 December 31, 2017 Income (loss) before taxes $ 15,608,209 $ (10,641,198 ) Statutory rate (Fed & State(s)) 30% 30% Computed expected tax payable (recovery) 4,781,700 (3,185,900 ) Effect of the U.S. tax law change –– 658,800 Effect of release of net operating loss carryforwards (2,417,700 ) –– Tax effect of non-deductible expenses: Gain on extinguishment of debt-principal (6,124,000 ) –– Stock compensation/amortization of stock options 1,048,500 776,300 Discount amortization 837,000 1,626,300 Other 1,500 6,200 Total tax effect of non-deductible expenses (4,237,000 ) 2,408,800 Change in valuation allowance (1,873,000 ) 118,300 Income tax expense $ –– $ –– Reported income taxes: Federal $ –– $ –– State –– –– Total $ –– $ –– The significant components of deferred income tax assets and liabilities at December 31, 2018 and 2017, are as follows: December 31, 2018 December 31, 2017 Net operating loss carried forward $ –– $ 1,948,000 Bad debt allowance –– 1,100 Officers’ accrued compensation 243,400 140,300 Accrued related party interest 20,700 47,700 Valuation allowance (264,100 ) (2,137,100 ) Net deferred income tax asset $ –– $ –– During the year ended December 31, 2018, the company realized extinguishment of debt principal in the amount of $20,522,835. Per Internal Revenue Code (“IRC”) Section 108(a) (1) (A) the extinguishment of debt principal is excluded from taxable income for the Company. However, any available tax attributes must be released up and to the amount of the extinguishment. Therefore, net operating loss carryforwards were released with no remaining net operating losses available to use toward future taxable income as of December 31, 2018. The Company is open to examinations for the tax year 2011 through the current tax year. |
Change in Estimate and Accounti
Change in Estimate and Accounting Error | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Change in Estimate and Accounting Error | NOTE 15. CHANGE IN ESTIMATE AND CORRECTION OF ERROR Change in Estimate: On July 18, 2018, an amendment (the “Amendment”) was made to the Agreement to Purchase and Sell One Hundred Percent (100%) of the Issued and Outstanding Shares of Qolpom, Inc. and its Assets, Intellectual Property and Inventory dated August 31, 2016 (the “Agreement”). The Amendment modifies the Agreement’s Earn-Out consideration by basing any monies due under the Earn-Out solely upon revenues generated, with no guaranteed minimum payment owed, thereby eliminating the $2,000,000 guaranteed payment previously owed by the Company. The Amendment resulted in a change in the value of certain assets acquired and liabilities assumed as follows: As Previously Reported Revised Value Increase December 31, 2017 July 18, 2018 (Decrease) Assets Cash $ 5,000 $ 5,000 $ –– Intellectual property 160,000 150,000 (10,000 ) Loans receivable 87,008 87,008 –– Total assets 252,008 242,008 (10,000 ) Liabilities Accounts payable 7,068 7,068 –– License fees payable 2,000,000 260,000 (1,740,000 ) License fees payable, unamortized discount (1,460,000 ) –– (1,460,000 ) Royalties payable 200,000 200,000 –– Total liabilities 747,068 467,068 (280,000 ) Goodwill 785,060 785,060 –– Fair market value of consideration $ 290,000 290,000 –– Net effect-current period adjustment $ 270,000 $ 270,000 Correction of Error: During 2018, the Company discovered that the April 26, 2017 asset acquisition of intellectual property from ProEventa, Inc. erroneously included certain conditional contingent consideration as a part of the purchase price. As a result, certain liabilities contingent in nature were erroneously recorded. The errors have been corrected by restating each of the affected financial statement line items for the year ended December 31, 2017. The following tables summarize the impacts on the Company’s consolidated financial statements prior to the restatement in Note 2: As Previously Reported Corrected Increase December 31, 2017 December 31, 2017 (Decrease) CONSOLIDATED BALANCE SHEETS Intangible assets, net $ 2,298,094 $ 709,655 $ (1,588,439 ) Total assets 3,340,475 1,752,036 (1,588,439 ) License fees payable 1,890,000 890,000 (1,000,000 ) Royalties payable 1,000,000 200,000 (800,000 ) Total long-term liabilities 21,690,469 19,890,469 (1,800,000 ) Total liabilities 30,730,119 28,930,119 (1,800,000 ) Accumulated deficit (33,773,141 ) (33,561,580 ) (211,561 ) Total stockholders' deficit (27,389,644 ) (27,178,083 ) (211,561 ) Total liabilities and stockholders' deficit 3,340,475 1,752,036 (1,588,439 ) CONSOLIDATED STATEMENTS OF OPERATIONS General and administrative expenses $ 4,209,073 $ 3,997,512 $ (211,561 ) Operating loss (4,256,180 ) (4,044,619 ) (211,561 ) Net loss – continuing operations (10,722,953 ) (10,511,392 ) (211,561 ) Net loss (13,876,506 ) (13,664,995 ) (211,561 ) Net loss per common share – basic – continuing operations $ (0.089 ) $ (0.087 ) $ (0.002 ) Net loss per common share – diluted – continuing operation $ (0.060 ) $ (0.059 ) $ (0.001 ) |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Discontinued Operations | NOTE 16. DISCONTINUED OPERATIONS In December 2017, the Company discontinued all operations related to the Retail Pharmacy Segment involving the Company’s wholly-owned subsidiary, RoxSan Pharmacy, Inc. On May 14, 2018, pursuant to unanimous resolutions of the board of directors of RoxSan Pharmacy, Inc. (“RoxSan”) and Parallax Health Sciences, Inc., RoxSan filed a Chapter 7 petition in the United States Bankruptcy Court for the Central District of California. Mr. Timothy Yoo was appointed trustee on May 15, 2018. The pharmacy operations resulted in an accumulated deficit of $11,582,906 and $10,758,507 as of May 14, 2018, and December 31, 2017, respectively. In addition, certain advances were made to RoxSan Pharmacy, Inc. for the purpose of overhead expenses for which a secured promissory note was issued to the Company. As of May 14, 2018 and December 31, 2017, respectively, principal in the amount of $1,280,692 and $1,153,395 had been disbursed, and interest in the amount of $22,797 and $10,395 had been accrued in connection with the note. As of May 14, 2018, and December 31, 2017, respectively, the assets and liabilities relating to the discontinued operations of RoxSan Pharmacy, Inc. were as follows: May 14, 2018 December 31, 2017 Current assets held for sale Cash and cash equivalents $ –– $ 2,421 Accounts receivable, net –– 40,856 Employee advances –– 1,800 Prepaid expenses –– 6,884 Total current assets held for sale –– 51,961 Noncurrent assets held for sale: Loans receivable - long term –– 169,902 Property and equipment, net –– 10,000 Deposits –– 22,000 Total noncurrent assets held for sale $ –– 201,902 Total asset held for sale –– 253,863 Liabilities subject to compromise Accounts payable and accrued expenses 2,942,012 [2] 2,979,132 [1] Pension plan contribution payable –– 12,570 Note payable, related party –– 185,000 [2] Related party payables 376,430 [2] 469,207 [2] Note payable 185,000 [2] –– Note payable-merchant 974,826 974,826 Total liabilities subject to compromise 4,478,268 4,620,735 Net liabilities of discontinued operations $ 4,478,268 $ 4,366,872 [1] As of January 1, 2017, Mr. Dave Engert, former Executive Chairman of the board of directors, is no longer a related party. As a result, related party payables was reduced by $105,746, representing $105,000 in accrued compensation and $746 in cash advances. As of December 31, 2017, $105,746 is included in accounts payable and accrued expenses as part of liabilities subject to compromise. See Note 18 for additional information and legal proceedings related to Mr. Engert. [2] As of January 1, 2018, Mr. Joseph M. Redmond, former President and member of the board of directors, is no longer a related party. As a result, related party payables was reduced by $307,997, representing $185,000 in promissory notes, $119,270 in accrued compensation, and $3,727 in expense advances. As of May 14, 2018, $185,000 is reflected as a note payable, and $122,997 is included in accounts payable and accrued expenses as part of liabilities subject to compromise. In addition, accrued interest of $11,823 related to the promissory note was reclassified from related party to non-related party accrued interest, and is included in accounts payable and accrued expenses as part of liabilities subject to compromise. See Note 18 for additional information and legal proceedings related to Mr. Redmond. Included in accounts payable and accrued expenses as of May 14, 2018, and December 31, 2017, respectively, are $181,580 and $783,556 in unpaid payroll taxes, $296,959 and $283,058 in penalties, and $50,167 and $33,860 in interest related to unpaid payroll taxes. The results of the discontinued operations of RoxSan Pharmacy, Inc. are summarized as follows: May 14, 2018 December 31, 2017 Revenue $ –– $ 3,100,207 Cost of sales –– 3,084,204 Gross profit –– 16,003 Sales, marketing and pharmacy expenses 170,630 660,400 General and administrative expenses 586,993 2,217,902 Operating loss (757,623 ) (2,862,299 ) Interest expense (56,775 ) (291,254 ) Loss on disposal of equipment (10,000 ) –– Net loss from discontinued operations $ (824,398 ) $ (3,153,553 ) |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Segment Reporting | NOTE 17. SEGMENT REPORTING The Company currently has three (3) business segments: Remote Care Systems, Behavioral Health Services and Diagnostics/Corporate. During 2017, Parallax’s operations also included the Pharmacy segment. However, RoxSan Pharmacy, Inc. ceased operations in December 2017, and was deconsolidated effective May 14, 2018. See Note 1 and 2 for a description of each segment and related significant accounting policies. The following table is a reconciliation of the Company’s business segments to the consolidated financial statements: Remote Care Systems Behavioral [1] Health Services Diagnostics/ Corporate Pharmacy [2] Consolidated Totals December 31, 2018 Revenue $ 9,399 $ 1,800 $ –– $ –– $ 11,739 Gross profit (loss) (10,400 ) 1,800 –– –– (8,600 ) Operating loss (365,426 ) (191,446 ) (6,077,791 ) –– (6,634,663 ) Depreciation and amortization 9,196 109,760 1,664 –– 120,620 Interest expense, net of income 2,970 –– 2,161,560 –– 2,164,530 Gain on disposal of subsidiary –– –– 4,478,268 –– 4,478,268 Gain on extinguishment of debt –– –– 22,858,009 –– 22,858,009 Discount amortization (340,000 ) –– 3,145,000 –– 2,805,000 Loss on fair value adjustments –– –– (123,875 ) –– (123,875 ) Discontinued operations –– –– –– (824,398 ) (824,398 ) Total assets 913,636 439,567 11,154 –– 1,364,357 Goodwill 785,060 –– –– –– 785,060 Additions to property and equipment –– –– –– –– –– December 31, 2017 Revenue $ 93,737 1,200 $ –– $ –– $ 94,937 Gross profit (loss) (48,307 ) 1,200 –– –– (47,107 ) Operating loss (618,952 ) (116,163 ) (3,437,604 ) –– (4,172,719 ) Depreciation and amortization 8,902 73,173 1,664 –– 83,739 Interest expense, net of income 9,626 –– 1,008,853 –– 1,018,479 Discount amortization 350,000 –– 5,100,000 –– 5,450,000 Discontinued operations –– –– –– (3,153,553 ) (3,153,553 ) Total assets 936,654 549,327 12,192 253,863 [3] 1,752,036 Goodwill 785,060 –– –– –– 785,060 Additions to property and equipment –– –– –– –– –– [1] Behavioral Health Segment commenced March 22, 2017 [2] Discontinued operations effective May 14, 2018 [3] Assets held for sale |
Legal Matters
Legal Matters | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Legal Matters | NOTE 18. LEGAL MATTERS Dispute with Former Owner of RoxSan In October 2015, shortly following the Company's acquisition of RoxSan, Shahla Melamed (“Melamed” or “Former Owner”), initiated two (2) legal actions against the Company in the Superior Court of the State of California, County of Los Angeles, West District, Shahla Melamed v. Parallax Health Sciences, Inc In the matter, action No. SC 124873, Melamed sought rescission of the August 13, 2015 Purchase Agreement. During the proceedings, Melamed also contended that the Company owed Melamed monies for, among other things, expenses paid by Melamed on behalf of the Company. As a result, the Court split the action into two separate rulings: (1) Rescission Phase and (2) Accounting Phase. Action No. SC 124873-Rescission Phase: In the Matter, action no. SC 124873, rescission was sought by Melamed on the basis that, allegedly, in order to acquire the Pharmacy, the Company and its principals had allegedly defrauded Melamed, there had allegedly been a complete failure of consideration, and a unilateral mistake was allegedly made on the part of Melamed. Subsequently filed pleadings by the Company and RoxSan in action no. SC 124873 allege, among other things, that Melamed misrepresented the true earnings and source of income for the pharmacy business and had engaged in a fraudulent and illegal scheme to ship medications to states where her pharmacy was not licensed prior to the sale of the Pharmacy. Final Ruling Action No. SC 124873-Accounting Phase: In the Matter, action No. SC 124873, Melamed contended that the Company owed Melamed monies for, among other things, expenses paid by Melamed post-Closing. An accounting was presented by Melamed’s expert, BDO Seidman (“BDO”), alleging that the Company owed Melamed in excess of $500,000. The Company disputed this vigorously and prepared a 400+ page analysis (the “Analysis Report”) of the BDO reconciliation report. The Analysis Report identified errors in the BDO report in excess of $900,000 and found that Melamed owed the Company over $400,000. Melamed argued the findings in the Analysis Report. Consequently, due to the complexities of the accountings, the Court ordered a third-party adjudicator with an accounting background to review both the BDO report and the Company’s Analysis Report. Draft Ruling Action No. SC125702: In the Matter, action No. SC125702, Melamed alleges that the Company is in default under the terms of the Purchase Agreement and Secured Note, and the Company’s termination of Melamed’s employment agreement. The Company firmly believes that it had adequate grounds to justify the termination of the employment, that it acted within its rights, and shall prevail in these proceedings. A trial date is currently set for December 2018. Action No. SC 124898: The Company has initiated legal action against Melamed and filed a complaint, action number SC 124898, in the Superior Court of the State of California, County of Los Angeles, West District, Parallax Health Sciences, et al. v. Shahla Melamed, et al As part of the Company’s pleadings to the courts, the Company has presented the following matters: Purchase Price Dispute Included in the Acquisition Agreement for RoxSan Pharmacy, Inc., and as part of the negotiated purchase price, were representations and warranties made by the Former Owner involving certain primary revenue streams and related contracts. Shortly after the closing, however, management discovered that these representations were substantially inaccurate and/or completely false. These inaccuracies, and the improper disclosures and/or omissions made by the Former Owner during negotiations, would have significantly affected the purchase price and related note payable. As a result, among other things, management has initiated legal action against the Former Owner to seek a reduction in the purchase price. Included in the false representations made by the Former Owner were prescription revenues in excess of $8 million (and approximately $16 million prior to the change in ownership) related to workers compensation claims that the Former Owner warranted as collectible. The insurance claims related to these prescriptions, which originated from and were provided to the pharmacy by the Former Owner's direct family members, were investigated by a third-party expert retained by the Company, and the claims were substantially identified as fraudulent. The Former Owner's family member has been indicted by the Department of Justice for among other things, insurance fraud. In addition, management engaged a third-party to perform a valuation of the Pharmacy, utilizing revised inputs that more accurately reflected the Pharmacy's revenue streams as of the date of Acquisition. The valuation performed resulted in a fair market value of $4.7 to $5.2 million. After careful consideration, and based upon these significant differences, management has determined that the purchase price and related promissory note of $20.5 million does not fairly represent the fair market value at the date of purchase. The Company has, therefore, applied a discount to the note of $15.3 million, to reduce the purchase price and related note to its estimated fair market value of $5.2 million, utilizing the higher value on the range as a conservative measure. The valuation performed does not include the effects of any liabilities the Former Owner omitted or damages caused to the Company as a result of the Former Owner and her immediate family members connected to the Pharmacy. Control of Funds Dispute / US Postal Interference For a period of time immediately after the closing of the Acquisition, the Melamed would not relinquish control of the Pharmacy's bank accounts, and collected the Pharmacy's incoming cash revenues, refusing to transfer the funds to the new ownership. Furthermore, when the Company attempted to change the corporate records and signatories on the existing bank accounts, the Former Owner disputed the changes, resulting in approximately $180,000 in corporate funds being frozen and held for adjudication. During this period, the Company was forced to request that the Former Owner pay the Pharmacy's operating expenses. At no time after the Company opened new accounts did the Former Owner cooperate with the transference or willingly relinquish control of the Pharmacy's operating cash flow or incoming cash revenues. The Former Owner continued to interfere in the transference of control of the Pharmacy by submitting change of address forms to the US Postal Service, wherein the Former Owner diverted the Pharmacy mail to her home address. Once this was discovered and rectified with the post office, the Former Owner filed another change of address to divert mail to a post office box. During these periods of time, the Former Owner received check payments and negotiated the checks by opening up a bank account utilizing a DBA, “Roxsan Pharmacy.” The Company was able to identify some of the checks the Former Owner negotiated by directly contacting the payer and receiving copies of the cancelled checks, with the Former Owner's signature endorsement and account number on the check. Disputes with Former Executives Action No. CV2017-052804 On March 9, 2017, Dave Engert former Executive Chairman and director of the Company filed a lawsuit in Arizona and then on or about May 5, 2017, Mr. Engert, changed the venue and filed suit against the Company and RoxSan Pharmacy, Inc. in the United States District Court, Central District of California for an amount exceeding $75,000. On October 23, 2017, the Company filed an answer and counterclaims against Mr. Engert for an amount exceeding $100,000. The counterclaims include possible fraud and negligence committed by Mr. Engert and Mr. J. Michael Redmond, former successor Chairman of Mr. Engert, director, President and Chief Executive Officer of the Company and former President, Chief Executive Officer, Chairman and director of RoxSan Pharmacy, Inc. On October 8, 2018, a settlement was reached between Mr. Engert and the Company subject to the release of the bankruptcy trustee in the RoxSan matter. On January 22, 2019, the Trustee filed a “No Assets” report with the Court. The order was released by the court and the settlement agreement is being concluded. Action No. BC700070 On March 28, 2018, Mr. J. Michael Redmond filed a lawsuit against the Company and RoxSan Pharmacy, Inc. in the United States District Court, Central District of California for an amount exceeding $75,000. The Company intends to vigorously defend against this action. There are counterclaims that include possible fraud and negligence committed by Mr. Redmond, former successor Chairman of Mr. Engert, director, President and Chief Executive Officer of the Company and former President, Chief Executive Officer, Chairman and director of RoxSan Pharmacy, Inc. There are five (5) legal matters currently pending at this time. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Subsequent Events | NOTE 19. SUBSEQUENT EVENTS The Company has evaluated the events and transactions for recognition or disclosure subsequent to December 31, 2018, through the date of the issuance of the financial statements, and has determined that there have been no events that would require disclosure, except for the following: On January 28, 2019, pursuant to a majority shareholder consent and resolution of the board of directors dated December 24, 2018, the Company filed an Amendment to the Articles of Incorporation to increase its authorized common shares from 250,000,000 to 500,000,000. On January 24, 2019, in connection with a certain senior secured promissory note, the Company issued 150,000 shares of its restricted common stock to the note holders as a form of interest. The shares were valued at $15,000. As a result, $14,850 was recorded to paid in capital. On January 30, 2019, in connection with certain convertible debt in the amount of $175,000, the Company issued 1,750,000 shares of its restricted common stock at a conversion rate of $0.10 per share. As a result, $173,250 was recorded to paid in capital. On January 31, 2019, in connection with a certain senior secured promissory note, the Company issued 250,000 shares of its restricted common stock to the note holders as a form of interest. The shares were valued at $25,000. As a result, $24,750 was recorded to paid in capital. On January 31, 2019, in connection with a Simple Agreement Future Equity (“SAFE”) offering, the Company issued 500,000 shares of its restricted common stock at $0.10 per share for $50,000 cash. As a result, $49,500 was recorded to paid in capital. On February 6, 2019, in connection with certain convertible debt in the amount of $20,000 and accrued interest in the amount of $2,000, the Company issued 220,000 shares of its restricted common stock at a conversion rate of $0.10 per share. As a result, $21,780 was recorded to paid in capital. On February 12, 2019, in connection with a SAFE offering, the Company issued 3,750,000 shares of its restricted common stock at $0.10 per share for $375,000 cash. As a result, $371,250 was recorded to paid in capital. On February 23, 2019, in connection with a certain senior secured promissory note, the Company issued 150,000 shares of its restricted common stock to the note holders as a form of interest. The shares were valued at $15,000. As a result, $14,850 was recorded to paid in capital. On February 25, 2019, the Company issued a convertible promissory note in the principal sum of $20,000 for unpaid fees. The note is interest-free, matures August 24, 2019, and contains a repayment provision to convert the debt into shares of the Company's common stock at conversion price equal to the twenty (20) day volume weighted average closing price of the Company’s common stock for the twenty (20) days prior to conversion. On February 27, 2019, the Company issued a convertible promissory note for working capital in the principal sum of $111,000, with $104,340 in proceeds disbursed to the Company after an original issue discount (“OID”) of 6%. The note bears interest at a rate of 12% per annum, matures November 27, 2019, and contains a repayment provision to convert the debt into shares of the Company's common stock at conversion price equal to the lower of: (i) $0.12; or (ii) 70% of the second lowest sale price for the Company's common stock during the twenty (20) trading days prior to conversion on which at least 100 shares of the Company's common stock was traded. In addition, the note holder was issued 300,000 warrants to purchase the Company’s common stock at an exercise price of $0.15 per share for a period of five (5) years. On March 18, 2019, the Company issued a convertible promissory note for working capital in the maximum principal sum of $260,000, with a maximum aggregate of $250,000 in proceeds disbursed to the Company after an original issue discount (“OID”) of $10,000. The note bears interest at a rate of 12% per annum, matures six months from the effective date each payment of disbursed proceeds is made, and contains a repayment provision to convert the debt into shares of the Company's common stock at conversion price of $0.10 per share. In addition, the note holder was issued 1,300,000 warrants to purchase the Company’s common stock at an exercise price of $0.20 per share for a period of five (5) years. On March 25, 2019, in connection with a certain senior secured promissory note, the Company issued 150,000 shares of its restricted common stock to the note holders as a form of interest. The shares were valued at $15,000. As a result, $14,850 was recorded to paid in capital. In April 2019, the Company issued 12% convertible promissory notes in the aggregate principal sum of $214,000. The notes matures by April 2, 2020, and contain repayment provisions for the holders of the notes to convert the principal sum and any accrued interest into shares of the Company’s common stock at a conversion rate of the lesser of (i) $0.12 per share, or (ii) 65% of the average lowest trading prices during the trading days immediately preceding the conversion date. In addition, the Company issued warrants to purchase 300,000 shares of the Company’s common stock at an exercise price of $0.15 per share for a period of five (5) years. In April 2019, in connection with a certain convertible debenture, the holder elected to convert $105,000 into 2,340,410 shares of the Company’s restricted common stock. As a result, $102,660 was recorded to paid in capital. In April 2019, the Company issued 825,000 shares of its restricted common stock for various services valued at $80,500. As a result, $79,675 was recorded to paid in capital. In April 2019, the Company entered into an employment agreement with Mr. David Appell to serve as the Company’s Chief Operating Officer. The agreement commences May 15, 2019, is for an initial term of two (2) years, and provides a base compensation of $250,000 year one, and $275,000 in year two, as well as various performance bonuses, and customary employee benefits. In addition, the agreement includes a grant to purchase 3,000,000 restricted common shares at $0.001 per share, of which 25% vest immediately, and the remainder vest when certain earnings goals are met, as well as options granted to purchase 3,000,000 shares of the Company's Common Stock at an exercise price of $0.25 per share. The options are for a period of five (5) years, and vest annually over the term of the agreement, with an initial vesting of 25%. On May 1, 2019, the Company entered into a sub-lease for office space located at 28 West 36th Street, 8th Floor, New York, NY 10018. The lease is for a term of thirteen (13) months, with a monthly rent payment of $8,900. On May 2, 2019, in connection with a SAFE offering, the Company issued 2,500,000 shares of its restricted common stock at $0.10 per share, for cash in the amount of $250,000. As a result, $247,500 was recorded to paid in capital. On May 6, 2019, in connection with an equity funding, the Company issued 6,000,000 shares of its restricted common stock for cash in the amount of $500,000. As a result, $494,000 was recorded to paid in capital. On July 5, 2019, in connection with cash proceeds received in June 2019, the Company issued three (3) Senior Secured Notes (the “Notes”) in the aggregate principal of $220,000, pursuant to certain Note and Purchase Agreements (the “Purchase Agreements”) of the same date. The Notes bears interest at 8% per annum, and mature 180 days from the issuance date (“Maturity Date”). As additional consideration for entering into the Purchase Agreements, 400,000 shares of the Company’s restricted common stock is being issued to each of the note holders, for an aggregate of 1,200,000 shares, valued at $190,200. On July 17, 2019, 293,146 shares of the Company’s restricted common stock, valued at $10,289, which were previously issued in connection with the cashless exercise of certain warrants, were returned to treasury and cancelled, and the warrant was fully retired. On July 25, 2019, the related party convertible debentures in the principal sum of $428,132, plus premiums of $261,604 and accrued interest of $68,926, were exchanged to Senior Secured Promissory Notes (the “Senior Notes”) in the aggregate principal of $759,446. The Senior Notes bear interest at a rate of 8% per annum, with payments of $126,152 plus interest accrued thereon due December 31, 2019; $300,000 due December 31, 2020; and the remaining principal and accrued interest due December 31, 2021. In addition, as part of the commitment to extend the debt, the noteholders were issued an aggregate of 1,380,811 shares of the Company’s restricted Common Stock, valued at $131,315, as well as warrants to purchase an aggregate of 2,528,413 shares of the Company’s Common Stock for a period of five (5) years at an exercise price of $0.10461. In August 2019, the Company amended the private placement equity offering (the “Offering”) originally established in March 2019. The revised Offering is for the purchase of the 31,875,000 shares, or a maximum of $3,000,000, in Common Stock, plus equal Warrants at an exercise price of $0.25 per share for a term of three (3) years (the Common Stock and the Warrants together, the “Units”). The Offering provides for, among other thing, the purchase of the Units at a price of $0.10 per share, with a minimum total Offering of $2,000,000, and a minimum investment of 200,000 shares, or $20,000. Prior to the Offering, the Company sold $1,125,000 in Units through a Simple Agreement Future Equity (“SAFE”) offering, which included an aggregate of $375,000 in SAFE shares to be issued to four of the Company’s executive officers and directors for the reduction of accrued compensation. The SAFE Units were sold at a 20% discount of the offering Unit price of $0.10, and are not a part of, nor reduce, the $2,000,000 minimum. The initial closing will occur on a date set by the Company in its discretion. The Company may sell Units in one or more closings. The Company retained Maxim Group, LLC (“Maxim”) to serve as its placement agent for the Offering. The Company has agreed to pay the placement agent a placement fee equal to 7% of the aggregate gross proceeds raised in the Offering and warrants exercisable for a term of five years to purchase 7% of the number of shares of common stock included in the Units sold in the Offering at an exercise price of $0.125 per share. In connection with the Maxim Agreement, the Company issued Maxim 1,000,000 shares of its restricted common stock, valued at $71,000. As a result, $70,000 was recorded to paid in capital. On August 28, 2019, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Global Career Networks Inc., a Delaware corporation, (“GCN”) to acquire a 19% interest in GCN. The Purchase Agreement was fully executed on September 6, 2019, and on October 15, 2019 (the deemed effective date), all of the closing conditions in the Purchase Agreement were satisfied. Pursuant to the Purchase Agreement, in exchange for 6,666,667 shares of the Company’s restricted common stock, valued at $1,000,000, the Company acquired 760 shares of GCN common stock. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Basis of Presentation | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the CompanyÂ’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The CompanyÂ’s fiscal year-end is December 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. When the Company loses control of a subsidiary, a gain or loss is recognized and is calculated as the difference between: • the aggregate of the fair value of consideration received and the fair value of any retained interest at the date when control is lost; and • the carrying amount of the net assets (liabilities) of the subsidiary and any noncontrolling interest. Upon deconsolidation of a subsidiary, any loans to the former subsidiary made by the Company are measured at fair value at the deconsolidation date. Any difference between the carrying amount of the loan to the subsidiary and its fair value is included as part of the gain or loss calculation upon deconsolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Fair Value Hierarchy | Fair Value Hierarchy The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following: Level 1: Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2: Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. Level 3: Inputs to the valuation methodology are unobservable inputs based upon managementÂ’s best estimate of inputs market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of December 31, 2018 and 2017, the Company had no cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of December 31, 2018 and 2017, the carrying values of Company’s Level 1 financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and short-term debt, approximate fair value. The fair value of Level 3 instruments is calculated as the net present value of expected cash flows based on externally provided or obtained inputs. Certain Level 3 instruments may also be based on sales prices of similar assets. The Company’s fair value calculations take into consideration the credit risk of both the Company and its counterparties as of the date of valuation. See Note 6 for additional information about long-term debt. • Derivatives of financial instruments: Derivatives are initially recognized at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period, with changes in fair value recognized in profit or loss. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realized or settled within 12 months. Other derivatives are presented as current assets or current liabilities. • Embedded derivatives: Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value with changes in fair value recognized in profit or loss. An embedded derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and it is not expected to be realized or settled within 12 months. Other embedded derivatives are presented as current assets or current liabilities. The following table represents the Company’s derivative financial instruments: December 31, 2018 December 31, 2017 Convertible debentures $ 23,925 $ –– Warrants 34,000 –– Total derivative liability $ 57,925 $ –– The following table represents the changes in the Company’s derivative financial instruments: December 31, 2018 December 31, 2017 Fair value of derivative liability, beginning $ –– $ –– Increase in derivative liability-debentures 60,350 –– Increase in derivative liability-warrants 623,900 –– Fair value adjustment-debentures (2,500 ) –– Fair value adjustment-warrants 126,375 –– Reclassification of warrant carrying value due to reset of exercise price (750,200 ) –– Fair value of derivative liability, ending $ 57,925 $ –– |
Accounts Receivable | Accounts Receivable Accounts receivable are stated net of an allowance for doubtful accounts. The accounts receivable balance primarily includes amounts due from customers. Charges to bad debt are based on both historical write-offs and specifically identified receivables. The activity in the allowance for doubtful accounts receivable for the years ended December 31, 2018 and 2017, is as follows: December 31, 2018 December 31, 2017 Beginning balance $ 4,000 $ –– Additions charged to bad debt expense 236 4,000 Write off of allowance for doubtful collections (4,236 ) –– Ending balance $ –– $ 4,000 During the years ended December 31, 2018 and 2017, the allowance for doubtful collections of customer receivables increased by $236 and $4,000, respectively. As of December 31, 2018 and 2017, the allowance for doubtful collections was $0 and $4,000, respectively. |
Intangible Assets | Intangible Assets Product processes, patents and customer lists are amortized on a straight-line basis over their estimated useful lives between 4 and 20 years. See Note 4 for additional information about intangible assets. |
Goodwill and Other Indefinitely-lived Assets | Goodwill and other Indefinitely-lived assets Goodwill and other indefinitely-lived assets are not amortized, but are subject to impairment reviews annually, or more frequently if necessary. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company believes that future projected cash flows are sufficient for the recoverability of its long-lived assets, and no impairment exists. There can be no assurance, however, that market conditions will not change or demand for the CompanyÂ’s products and products under development will continue. Either of these could result in future impairment losses. |
Convertible Debt | Convertible Debt The Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method. |
Net Income (loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon conversion of convertible debt, convertible preferred shares and the exercise of the CompanyÂ’s stock options and warrants. |
Comprehensive Loss | Comprehensive Loss As of December 31, 2018 and 2017, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. |
Revenue Recognition | Revenue Recognition Revenue is recognized when: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the sellerÂ’s price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. The Company may have net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. As of December 31, 2018, the Company has not yet filed its 2012 through 2017 annual corporate income tax returns. Due to the CompanyÂ’s recurring losses, it is anticipated that no corporate income taxes are due for these periods. |
Stock-based Compensation | Stock-Based Compensation The Company records stock-based compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: Adopted In January 2017, the FASB issued ASU No. 2017-01 (“ASU 2017-01”), Business Combinations (Topic 805), Clarifying the Definition of a Business. ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 was effective for the Company for annual periods beginning after December 15, 2017, and interim periods. Early adoption is permitted under certain conditions. In January 2017, the FASB issued ASU No. 2017-04 (“ASU 2017-04”), Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test, which should reduce the cost and complexity of evaluating goodwill for impairment. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 will be effective for annual periods beginning after December 15, 2019, and interim periods. The Company elected early adoption, which is permitted for testing performed after January 1, 2017. In May 2017, the FASB issued ASU No. 2017-09 (“ASU 2017-09”), Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. ASU 2017-09 clarifies and reduces both the (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. ASU 2017-09 was effective for the Company for annual periods beginning after December 15, 2017, and interim periods. Early adoption is permitted. In July 2017, the FASB issued ASU No. 2017-11 (“ASU 2017-11”), Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. ASU 2017-11 also addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification®. ASU 2017-11 is effective for the Company for annual periods beginning after December 15, 2018, and interim periods. Early adoption is permitted. Not Yet Adopted: In June 2018, the FASB issued ASU No 2018-07 (“ASU 2018-07”), Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 will be effective for the Company for annual periods beginning after December 15, 2018, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-13 (“ASU 2018-13”), Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. ASU 2018-13 will be effective for the Company for annual periods beginning after December 15, 2019, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-15 (“ASU 2018-15”), Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40). ASU 2018-15 was issued to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. ASU 2018-15 will be effective for the Company for annual periods beginning after December 15, 2019, and interim periods. Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures. Recently Issued Accounting Standards Updates: There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Restatement (Tables)
Restatement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Restatement | December 31, 2018 December 31, 2017 As Previously Reported As Restated Increase (Decrease) As Previously Reported As Restated Increase (Decrease) CONSOLIDATED BALANCE SHEETS Derivative liability, short-term –– 23,925 23,925 –– –– –– Debentures, convertible 755,627 724,903 (30,724 ) –– –– –– Debentures, convertible, related party 428,132 411,006 (17,126 ) –– –– –– Notes payable, convertible, net of discount 296,000 296,000 –– 741,000 1,706 (739,294 ) Total current liabilities 5,139,617 5,115,692 (23,925 ) 4,418,915 3,679,621 (739,294 ) Derivative liability, long-term –– 34,000 34,000 –– –– –– Debentures, convertible, net of unamortized discount 226,050 184,870 (41,180 ) –– –– –– Total liabilities 7,345,916 7,314,811 (31,105 ) 28,930,119 28,190,825 (739,294 ) Additional paid in capital - preferred 1,415,653 1,699,000 283,347 665,803 665,803 –– Additional paid in capital - common 9,715,921 11,382,341 1,666,420 5,580,668 6,449,768 869,100 Accumulated deficit (17,272,260 ) (19,190,922 ) 1,918,662 [1] (33,561,580 ) (33,691,386 ) 129,806 Total stockholders' deficit (5,981,559 ) (5,950,454 ) (31,105 ) (27,178,083 ) (26,438,789 ) (739,294 ) CONSOLIDATED STATEMENTS OF OPERATIONS General and administrative expenses $ 6,552,693 $ 6,626,063 $ 73,370 $ 3,997,512 $ 4,125,612 $ 128,100 Operating loss (6,561,293 ) (6,634,663 ) 73,370 (4,044,619 ) (4,172,719 ) 128,100 Gain on extinguishment of debt 23,215,862 22,858,009 (357,853 ) –– –– –– Loss on fair value adjustments –– (123,875 ) 123,875 –– –– –– Discount amortization (2,806,050 ) (2,805,000 ) (1,050 ) –– –– –– Interest expense, net of income (1,213,069 ) (2,164,530 ) 951,461 (1,016,773 ) (1,018,479 ) (1,706 ) Total other income (expenses) 23,675,011 22,242,872 (1,432,139 ) (6,466,773 ) (6,468,479 ) (1,706 ) Net income (loss) - continuing operations 17,113,718 15,608,209 (1,505,509 ) (10,511,392 ) (10,641,198 ) 129,806 Net income (loss) 16,289,320 14,783,811 (1,505,509 ) (13,664,945 ) (13,794,751 ) 129,806 Net income (loss) per common share - continuing operations - basic $ 0.115 $ 0.105 $ (0.010 ) $ (0.087 ) $ (0.088 ) $ (0.001 ) Net income (loss) per common share - continuing operations - diluted $ 0.079 $ 0.072 $ (0.007 ) $ (0.059 ) $ (0.060 ) $ 0.001 CONSOLIDATED STATEMENTS OF CASH FLOWS Net income (loss) $ 17,113,718 $ 15,608,209 $ (1,505,509 ) $ (10,511,392 ) $ (10,641,198 ) $ 129,806 Stock compensation/stock option expense 3,440,340 3,513,710 73,370 2,473,510 2,601,608 128,098 Discount amortization 2,806,050 2,805,000 (1,050 ) –– –– –– Gain on extinguishment of debt (23,215,862 ) (22,858,009 ) 357,853 –– –– –– Loss on fair value adjustments –– 123,875 123,875 –– –– –– Debt accretion –– 1,107,753 1,107,753 –– 1,706 1,706 Increase in accounts payable and accrued expenses 2,137,271 1,980,979 (156,292 ) 1,731,757 1,731,759 2 Non-Cash Activities: Discounts on long-term liabilities $ 2,806,050 $ 2,805,000 $ (1,050 ) $ 5,450,000 $ 5,450,000 $ –– Beneficial conversion feature of convertible promissory notes –– 347,487 347,487 –– 592,582 592,582 Fair value of stock warrants –– 1,393 1,393 –– 148,418 148,418 Embedded conversion option of convertible promissory notes –– 60,350 60,350 –– –– –– Supplemental Information: Interest paid-continuing operations 342,230 185,937 (156,293 ) 52,566 52,566 –– [1] Includes 2018 and 2017 net increase in accumulated deficit of $1,505,509 and $129,806, respectively, and deemed dividends of $283,347 and $0, respectively. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Derivatives | December 31, 2018 December 31, 2017 Convertible debentures $ 23,925 $ –– Warrants 34,000 –– Total derivative liability $ 57,925 $ –– |
Schedule of Changes in Derivative Liabilities at Fair Value | December 31, 2018 December 31, 2017 Fair value of derivative liability, beginning $ –– $ –– Increase in derivative liability-debentures 60,350 –– Increase in derivative liability-warrants 623,900 –– Fair value adjustment-debentures (2,500 ) –– Fair value adjustment-warrants 126,375 –– Reclassification of warrant carrying value due to reset of exercise price (750,200 ) –– Fair value of derivative liability, ending $ 57,925 $ –– |
Allowance for Doubtful Accounts | December 31, 2018 December 31, 2017 Beginning balance $ 4,000 $ –– Additions charged to bad debt expense 236 4,000 Write off of allowance for doubtful collections (4,236 ) –– Ending balance $ –– $ 4,000 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Accounts Receivable, Net | December 31, 2018 December 31, 2017 Customer receivables $ –– $ 7,275 Less: allowance for doubtful accounts –– (4,000 ) Accounts receivable, net $ –– $ 3,275 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Intangible Assets, Net | December 31, 2018 December 31, 2017 Products and processes $ 12,500 $ 12,500 Trademarks and patents / technology 150,700 150,700 Customer lists / relationships 30,000 30,000 Non-compete agreement 30,000 40,000 Marketing related 64,000 64,000 Software 510,300 510,300 Sub-total 797,500 807,500 Accumulated amortization (218,465 ) (97,845 ) Intangible assets, net $ 579,035 $ 709,655 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Accounts Payable and Accrued Expenses | December 31, 2018 December 31, 2017 Accounts payable-vendors $ 830,590 $ 865,569 Credit cards payable 42,552 39,841 Payroll taxes payable 78,608 75,637 Accrued interest 450,187 1,894,694 Accrued payroll and payroll taxes 402,053 172,607 Other liabilities 601,148 –– 2,405,138 3,048,348 Reserve-legal fees 250,000 –– Total accounts payable and accrued expenses $ 2,655,138 $ 3,048,348 |
Debt Disclosure (Tables)
Debt Disclosure (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Notes and Loans Payable | December 31, 2018 December 31, 2017 Short-term Notes payable, convertible $ 296,000 $ 1,706 Debentures, convertible 724,903 –– Total short-term notes payable 1,020,903 1,706 Long-term Notes and loans payable, unsecured –– 95,975 Debentures, convertible, net of unamortized discount 184,870 –– Notes payable, convertible 720,154 144,000 Notes payable, secured, net of unamortized discount: 28,995 17,393,240 Total long-term notes and loans payable 934,019 17,633,215 Total notes and loans payable $ 1,954,922 $ 17,634,921 |
Non-Related Party Convertible Notes Payable | Holder Principal APR Accrued Interest Conversion Price Term/Due Convertible promissory notes: Lender Group A $ 120,000 12-20% $ 164,060 $0.10 05/ 31/ Investor Group A 176,000 10% 21,681 $0.10 09/ 30/ The Kasper Group, Ltd. 144,000 7% 70,587 $0.10 10/ 31/ Joseph M. Redmond 576,154 [1] 5% 119,550 [1] $0.10 07 /31 1,016,154 376,127 Convertible debentures: Short-term 724,903 10% –– $0.12 02/ 28/ Long-term 184,870 10% –– $0.12 11/ 30/ 909,773 –– Total convertible debt $ 1,925,927 $ 376,127 [1] As of January 1, 2018, Mr. Joseph M. Redmond, former President and member of the board of directors, is no longer a related party. As a result, $576,154 in convertible promissory notes and accrued interest of $90,742 was reclassified from related party transactions (Note 8) to non-related party transactions. See Note 18 for additional information and legal proceedings related to Mr. Redmond. |
Schedule of Maturities of Long-term Debt | Year 2019 2020 2021 Total Principal $720,154 $28,995 $184,870 $934,019 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Summary | December 31, 2018 December 31, 2017 Related party payables Accrued compensation $ 869,859 [1] $ 501,270 Cash advances 134,861 128,297 Total related party payables 1,004,720 629,567 Debentures, convertible 411,006 –– Notes payable, related party, convertible 491,100 [1] 1,167,254 Total related party transactions $ 1,906,826 $ 1,796,821 [1] As of January 1, 2018, Mr. Joseph M. Redmond, former President and member of the board of directors, is no longer a related party. As a result, related party transactions was reduced by $618,510, representing $42,356 in accrued compensation, and $576,154 in convertible promissory notes. As of December 31, 2018, $42,356 is included as part of accounts payable and accrued expenses, and $576,154 is included as part of long-term convertible notes payable, on the accompanying consolidated balance sheets. In addition, accrued interest of $90,742 related to the convertible promissory notes was reclassified from related party to non-related party accrued interest. See Note 17 for additional information and legal proceedings related to Mr. Redmond. |
Related Party Convertible Debt, By Related Party | Note Holder Principal APR Accrued Interest Conversion Price Term/Due Convertible promissory notes: Huntington Chase, Beneficial Owner $ 491,100 7% $ 74,060 $0.10 12/ 31/ Convertible debentures: AvantGarde, LLC, Beneficial Owner 342,734 12% –– $0.10 02/ 28/ Hamburg Investment Co., Beneficial Owner 68,272 12% –– $0.10 02/ 28/ 428,132 –– Total convertible debt-related parties $ 919,232 $ 74,060 |
Warrants And Options (Tables)
Warrants And Options (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Warrants Outstanding | Warrants Outstanding Number of Remaining Exercise Price Weighted Common Contractual Life Times Number Average Exercise Price Shares (in years) Of Shares Exercise Price $0.001 300,000 4.50 $ 300 $0.17 $0.01 75,000 2.00 750 $0.19 $0.10 250,000 1.75 25,000 $0.29 $0.10 6,377,500 2.25 637,750 $0.21 $0.10 3,000,000 2.50 300,000 $0.19 $0.10 62,500 4.25 6,250 $0.27 $0.15 1,000,000 2.00 150,000 $0.26 $0.15 600,000 5.00 90,000 $0.19 $0.17 62,500 4.25 10,625 $0.27 $0.18 62,500 4.25 11,250 $0.27 $0.21 100,000 1.75 21,000 $0.31 $0.21 62,500 4.25 13,125 $0.27 $0.25 1,500,000 1.50 375,000 $0.34 $0.25 3,255,000 1.75 813,750 $0.29 $0.25 475,000 2.00 118,750 $0.25 $0.25 3,250,000 2.75 812,500 $0.18 $0.35 250,000 1.75 87,500 $0.29 $0.60 250,000 1.75 150,000 $0.31 $0.75 300,000 0.25 225,000 $0.29 21,232,500 $ 3,848,550 $0.18 |
Warrant Activity | Warrant Activity Number of Weighted Average Shares Exercise Price Outstanding at December 31, 2016 15,362,491 $0.28 Issued 21,232,500 $0.18 Exercised –– –– Expired / Forfeited (15,362,491 ) $0.28 Outstanding at December 31, 2018 21,232,500 $0.18 |
Options Outstanding | Options Outstanding Remaining Exercise Price Weighted Number of Contractual Life times Number Average Exercise Price Shares (in years) of Shares Exercise Price $0.05 90,000 3.50 $ 4,500 $0.14 $0.05 1,140,000 3.25 57,000 $0.09 $0.05 100,000 2.75 5,000 $0.08 $0.05 60,000 2.00 3,000 $0.06 $0.05 170,000 1.75 8,500 $0.12 $0.10 500,000 1.75 50,000 $0.14 $0.10 250,000 0.75 25,000 $0.06 $0.15 1,000,000 1.75 150,000 $0.14 $0.25 5,000,000 4.25 1,250,000 $0.16 $0.25 7,000,000 3.50 1,750,000 $0.16 $0.25 1,000,000 1.75 250,000 $0.15 $0.25 1,000,000 1.25 250,000 $0.10 $0.25 250,000 0.75 62,500 $0.06 $0.35 250,000 0.75 87,500 $0.07 $0.60 250,000 0.75 150,000 $0.08 18,060,000 $ 4,103,000 $0.23 |
Options Activity | Options Activity Number of Weighted Average Shares Exercise Price Outstanding at December 31, 2016 11,135,000 $0.08 Issued 17,570,000 $0.14 Exercised (2,273,189 ) $0.15 Expired / Forfeited (8,371,811 ) $0.17 Outstanding at December 31, 2018 18,060,000 $0.23 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | December 31, 2018 December 31, 2017 Income (loss) before taxes $ 15,608,209 $ (10,641,198 ) Statutory rate (Fed & State(s)) 30% 30% Computed expected tax payable (recovery) 4,781,700 (3,185,900 ) Effect of the U.S. tax law change –– 658,800 Effect of release of net operating loss carryforwards (2,417,700 ) –– Tax effect of non-deductible expenses: Gain on extinguishment of debt-principal (6,124,000 ) –– Stock compensation/amortization of stock options 1,048,500 776,300 Discount amortization 837,000 1,626,300 Other 1,500 6,200 Total tax effect of non-deductible expenses (4,237,000 ) 2,408,800 Change in valuation allowance (1,873,000 ) 118,300 Income tax expense $ –– $ –– Reported income taxes: Federal $ –– $ –– State –– –– Total $ –– $ –– |
Components of Deferred Tax Assets and Liabilities | December 31, 2018 December 31, 2017 Net operating loss carried forward $ –– $ 1,948,000 Bad debt allowance –– 1,100 Officers’ accrued compensation 243,400 140,300 Accrued related party interest 20,700 47,700 Valuation allowance (264,100 ) (2,137,100 ) Net deferred income tax asset $ –– $ –– |
Change in Estimate and Accoun_2
Change in Estimate and Accounting Error (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Change in Accounting Estimate | As Previously Reported Revised Value Increase December 31, 2017 July 18, 2018 (Decrease) Assets Cash $ 5,000 $ 5,000 $ –– Intellectual property 160,000 150,000 (10,000 ) Loans receivable 87,008 87,008 –– Total assets 252,008 242,008 (10,000 ) Liabilities Accounts payable 7,068 7,068 –– License fees payable 2,000,000 260,000 (1,740,000 ) License fees payable, unamortized discount (1,460,000 ) –– (1,460,000 ) Royalties payable 200,000 200,000 –– Total liabilities 747,068 467,068 (280,000 ) Goodwill 785,060 785,060 –– Fair market value of consideration $ 290,000 290,000 –– Net effect-current period adjustment $ 270,000 $ 270,000 |
Correction of Error | As Previously Reported Corrected Increase December 31, 2017 December 31, 2017 (Decrease) CONSOLIDATED BALANCE SHEETS Intangible assets, net $ 2,298,094 $ 709,655 $ (1,588,439 ) Total assets 3,340,475 1,752,036 (1,588,439 ) License fees payable 1,890,000 890,000 (1,000,000 ) Royalties payable 1,000,000 200,000 (800,000 ) Total long-term liabilities 21,690,469 19,890,469 (1,800,000 ) Total liabilities 30,730,119 28,930,119 (1,800,000 ) Accumulated deficit (33,773,141 ) (33,561,580 ) (211,561 ) Total stockholders' deficit (27,389,644 ) (27,178,083 ) (211,561 ) Total liabilities and stockholders' deficit 3,340,475 1,752,036 (1,588,439 ) CONSOLIDATED STATEMENTS OF OPERATIONS General and administrative expenses $ 4,209,073 $ 3,997,512 $ (211,561 ) Operating loss (4,256,180 ) (4,044,619 ) (211,561 ) Net loss – continuing operations (10,722,953 ) (10,511,392 ) (211,561 ) Net loss (13,876,506 ) (13,664,995 ) (211,561 ) Net loss per common share – basic – continuing operations $ (0.089 ) $ (0.087 ) $ (0.002 ) Net loss per common share – diluted – continuing operation $ (0.060 ) $ (0.059 ) $ (0.001 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Discontinued Operations, Balance Sheet | May 14, 2018 December 31, 2017 Current assets held for sale Cash and cash equivalents $ –– $ 2,421 Accounts receivable, net –– 40,856 Employee advances –– 1,800 Prepaid expenses –– 6,884 Total current assets held for sale –– 51,961 Noncurrent assets held for sale: Loans receivable - long term –– 169,902 Property and equipment, net –– 10,000 Deposits –– 22,000 Total noncurrent assets held for sale $ –– 201,902 Total asset held for sale –– 253,863 Liabilities subject to compromise Accounts payable and accrued expenses 2,942,012 [2] 2,979,132 [1] Pension plan contribution payable –– 12,570 Note payable, related party –– 185,000 [2] Related party payables 376,430 [2] 469,207 [2] Note payable 185,000 [2] –– Note payable-merchant 974,826 974,826 Total liabilities subject to compromise 4,478,268 4,620,735 Net liabilities of discontinued operations $ 4,478,268 $ 4,366,872 [1] As of January 1, 2017, Mr. Dave Engert, former Executive Chairman of the board of directors, is no longer a related party. As a result, related party payables was reduced by $105,746, representing $105,000 in accrued compensation and $746 in cash advances. As of December 31, 2017, $105,746 is included in accounts payable and accrued expenses as part of liabilities subject to compromise. See Note 18 for additional information and legal proceedings related to Mr. Engert. [2] As of January 1, 2018, Mr. Joseph M. Redmond, former President and member of the board of directors, is no longer a related party. As a result, related party payables was reduced by $307,997, representing $185,000 in promissory notes, $119,270 in accrued compensation, and $3,727 in expense advances. As of May 14, 2018, $185,000 is reflected as a note payable, and $122,997 is included in accounts payable and accrued expenses as part of liabilities subject to compromise. In addition, accrued interest of $11,823 related to the promissory note was reclassified from related party to non-related party accrued interest, and is included in accounts payable and accrued expenses as part of liabilities subject to compromise. See Note 18 for additional information and legal proceedings related to Mr. Redmond. |
Schedule of Discontinued Operations, Income Statement | May 14, 2018 December 31, 2017 Revenue $ –– $ 3,100,207 Cost of sales –– 3,084,204 Gross profit –– 16,003 Sales, marketing and pharmacy expenses 170,630 660,400 General and administrative expenses 586,993 2,217,902 Operating loss (757,623 ) (2,862,299 ) Interest expense (56,775 ) (291,254 ) Loss on disposal of equipment (10,000 ) –– Net loss from discontinued operations $ (824,398 ) $ (3,153,553 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Segment Reporting Information, by Segment | Remote Care Systems Behavioral [1] Health Services Diagnostics/ Corporate Pharmacy [2] Consolidated Totals December 31, 2018 Revenue $ 9,399 $ 1,800 $ –– $ –– $ 11,739 Gross profit (loss) (10,400 ) 1,800 –– –– (8,600 ) Operating loss (365,426 ) (191,446 ) (6,077,791 ) –– (6,634,663 ) Depreciation and amortization 9,196 109,760 1,664 –– 120,620 Interest expense, net of income 2,970 –– 2,161,560 –– 2,164,530 Gain on disposal of subsidiary –– –– 4,478,268 –– 4,478,268 Gain on extinguishment of debt –– –– 22,858,009 –– 22,858,009 Discount amortization (340,000 ) –– 3,145,000 –– 2,805,000 Loss on fair value adjustments –– –– (123,875 ) –– (123,875 ) Discontinued operations –– –– –– (824,398 ) (824,398 ) Total assets 913,636 439,567 11,154 –– 1,364,357 Goodwill 785,060 –– –– –– 785,060 Additions to property and equipment –– –– –– –– –– December 31, 2017 Revenue $ 93,737 1,200 $ –– $ –– $ 94,937 Gross profit (loss) (48,307 ) 1,200 –– –– (47,107 ) Operating loss (618,952 ) (116,163 ) (3,437,604 ) –– (4,172,719 ) Depreciation and amortization 8,902 73,173 1,664 –– 83,739 Interest expense, net of income 9,626 –– 1,008,853 –– 1,018,479 Discount amortization 350,000 –– 5,100,000 –– 5,450,000 Discontinued operations –– –– –– (3,153,553 ) (3,153,553 ) Total assets 936,654 549,327 12,192 253,863 [3] 1,752,036 Goodwill 785,060 –– –– –– 785,060 Additions to property and equipment –– –– –– –– –– [1] Behavioral Health Segment commenced March 22, 2017 [2] Discontinued operations effective May 14, 2018 [3] Assets held for sale |
Overview and Nature of Busine_2
Overview and Nature of Business (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Details | |
Deconsolidation, RoxSan Pharmacy, Gain | $ 4,478,268 |
Overview and Nature of Busine_3
Overview and Nature of Business: Going Concern (Details) | Dec. 31, 2018USD ($) |
Details | |
Cumulative Earnings (Deficit) | $ 19,190,922 |
Working Capital Deficit | $ 5,115,430 |
Restatement_ Restatement (Detai
Restatement: Restatement (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Previously Reported | ||||
Derivative liability, short-term | $ 0 | $ 0 | $ 0 | $ 0 |
Debentures, convertible | 755,627 | 0 | 755,627 | 0 |
Debentures, convertible, related party | 428,132 | 0 | 428,132 | 0 |
Notes payable, convertible, net of discount | 296,000 | 741,000 | 296,000 | 741,000 |
Total current liabilities | 5,139,617 | 4,418,915 | 5,139,617 | 4,418,915 |
Derivative liability, long-term | 0 | 0 | 0 | 0 |
Debentures, convertible, net of unamortized discount | 226,050 | 0 | 226,050 | 0 |
Total liabilities | 7,345,916 | 28,930,119 | 7,345,916 | 28,930,119 |
Additional paid in capital - preferred | 1,415,653 | 665,803 | 1,415,653 | 665,803 |
Additional paid in capital - common | 9,715,921 | 5,580,668 | 9,715,921 | 5,580,668 |
Accumulated deficit | (17,272,260) | (33,561,580) | (17,272,260) | (33,561,580) |
Total stockholders' deficit | (5,981,559) | (27,178,083) | (5,981,559) | (27,178,083) |
General and administrative expenses | 6,552,693 | 3,997,512 | ||
Operating loss | (6,561,293) | (4,044,619) | ||
Gain on extinguishment of debt | 23,215,862 | 0 | ||
Loss on fair value adjustments | 0 | 0 | ||
Discount amortization | (2,806,050) | 0 | ||
Interest expense, net of income | (1,213,069) | (1,016,773) | ||
Total other income (expenses) | 23,675,011 | (6,466,773) | ||
Net income (loss) - continuing operations | 17,113,718 | (10,511,392) | ||
Net income (loss) | $ 16,289,320 | $ (13,664,945) | ||
Continuing operations | $ 0.115 | $ (0.087) | ||
Continuing operations | $ 0.079 | $ (0.059) | ||
Net income (loss) | $ 17,113,718 | $ (10,511,392) | ||
Stock compensation/stock option expense | 3,440,340 | 2,473,510 | ||
Discount amortization | 2,806,050 | 0 | ||
Gain on extinguishment of debt | (23,215,862) | 0 | ||
Loss on fair value adjustments | 0 | 0 | ||
Debt accretion | 0 | 0 | ||
Increase in accounts payable and accrued expenses | 2,137,271 | 1,731,757 | ||
Discounts on long-term liabilities | 2,806,050 | 5,450,000 | ||
Beneficial conversion feature of convertible promissory notes | 0 | 0 | ||
Fair value of stock warrants | 0 | 0 | ||
Embedded conversion option of convertible promissory notes | 0 | 0 | ||
Interest paid-continuing operations | 342,230 | 52,566 | ||
Derivative liability, short-term | 23,925 | 0 | 23,925 | 0 |
Debentures, convertible | 724,903 | 0 | 724,903 | 0 |
Debentures, convertible, related party | 411,006 | 0 | 411,006 | 0 |
Notes payable, convertible, net of discount | 296,000 | 1,706 | 296,000 | 1,706 |
Total current liabilities | 5,115,692 | 3,679,621 | 5,115,692 | 3,679,621 |
Derivative liability, long-term | 34,000 | 0 | 34,000 | 0 |
Debentures, convertible, net of unamortized discount | 184,870 | 0 | 184,870 | 0 |
Total liabilities | 7,314,811 | 28,190,825 | 7,314,811 | 28,190,825 |
Additional paid in capital - preferred | 1,699,000 | 665,803 | 1,699,000 | 665,803 |
Additional paid in capital - common | 11,382,341 | 6,449,768 | 11,382,341 | 6,449,768 |
Accumulated deficit | (19,190,922) | (33,691,386) | (19,190,922) | (33,691,386) |
Total stockholders' deficit | (5,950,454) | (26,438,789) | (5,950,454) | (26,438,789) |
General and administrative expenses | 6,626,063 | 4,125,612 | 6,626,063 | 4,125,612 |
Operating loss | (6,634,663) | (4,172,719) | ||
Gain on extinguishment of debt | 22,858,009 | 0 | 22,858,009 | 0 |
Loss on fair value adjustments | (123,875) | 0 | (123,875) | 0 |
Discount amortization | (2,805,000) | 0 | (2,805,000) | (5,450,000) |
Interest expense, net of income | (2,164,530) | (1,018,479) | $ (2,164,530) | $ (1,018,479) |
Total other income (expenses) | 22,242,872 | (6,468,479) | ||
Net income (loss) - continuing operations | 15,608,209 | (10,641,198) | ||
Net income (loss) | $ 14,783,811 | $ (13,794,751) | ||
Continuing operations | $ 0.105 | $ (0.088) | $ 0.105 | $ (0.088) |
Continuing operations | $ 0.072 | $ (0.060) | $ 0.072 | $ (0.060) |
Net income (loss) | $ 15,608,209 | $ (10,641,198) | $ 15,608,209 | $ (10,641,198) |
Stock compensation/stock option expense | 3,513,710 | 2,601,608 | 3,513,710 | 2,601,608 |
Discount amortization | 2,805,000 | 0 | 2,805,000 | 5,450,000 |
Gain on extinguishment of debt | (22,858,009) | 0 | (22,858,009) | 0 |
Loss on fair value adjustments | 123,875 | 0 | 123,875 | 0 |
Debt accretion | 1,107,753 | 1,706 | 1,107,753 | 1,706 |
Increase in accounts payable and accrued expenses | 1,980,979 | 1,731,759 | 1,980,979 | 1,731,757 |
Discounts on long-term liabilities | 2,805,000 | 5,450,000 | 2,805,000 | 5,450,000 |
Beneficial conversion feature of convertible promissory notes | 347,487 | 592,582 | 347,487 | 592,582 |
Fair value of stock warrants | 1,393 | 148,418 | 1,393 | 148,418 |
Embedded conversion option of convertible promissory notes | 60,350 | 0 | 60,350 | 0 |
Interest paid-continuing operations | 185,937 | 52,566 | 185,937 | 52,566 |
Restatement Adjustment | ||||
Derivative liability, short-term | 23,925 | 0 | 23,925 | 0 |
Debentures, convertible | (30,724) | 0 | (30,724) | 0 |
Debentures, convertible, related party | (17,126) | 0 | (17,126) | 0 |
Notes payable, convertible, net of discount | 0 | (739,294) | 0 | (739,294) |
Total current liabilities | (23,925) | (739,294) | (23,925) | (739,294) |
Derivative liability, long-term | 34,000 | 0 | 34,000 | 0 |
Debentures, convertible, net of unamortized discount | (41,180) | 0 | (41,180) | 0 |
Total liabilities | (31,105) | (739,294) | (31,105) | (739,294) |
Additional paid in capital - preferred | 283,347 | 0 | 283,347 | 0 |
Additional paid in capital - common | 1,666,420 | 869,100 | 1,666,420 | 869,100 |
Accumulated deficit | 1,918,662 | 129,806 | 1,918,662 | 129,806 |
Total stockholders' deficit | (31,105) | (739,294) | $ (31,105) | $ (739,294) |
General and administrative expenses | 73,370 | 128,100 | ||
Operating loss | 73,370 | 128,100 | ||
Gain on extinguishment of debt | (357,853) | 0 | ||
Loss on fair value adjustments | 123,875 | 0 | ||
Discount amortization | (1,050) | 0 | ||
Interest expense, net of income | 951,461 | (1,706) | ||
Total other income (expenses) | (1,432,139) | (1,706) | ||
Net income (loss) - continuing operations | (1,505,509) | 129,806 | ||
Net income (loss) | $ (1,505,509) | $ 129,806 | ||
Continuing operations | $ (0.010) | $ (0.001) | ||
Continuing operations | $ (0.007) | $ 0.001 | ||
Net income (loss) | $ (1,505,509) | $ 129,806 | ||
Stock compensation/stock option expense | 73,370 | 128,098 | ||
Discount amortization | (1,050) | 0 | ||
Gain on extinguishment of debt | 357,853 | 0 | ||
Loss on fair value adjustments | 123,875 | 0 | ||
Debt accretion | 1,107,753 | 1,706 | ||
Increase in accounts payable and accrued expenses | (156,292) | 2 | ||
Discounts on long-term liabilities | (1,050) | 0 | ||
Beneficial conversion feature of convertible promissory notes | 347,487 | 592,582 | ||
Fair value of stock warrants | 1,393 | 148,418 | ||
Embedded conversion option of convertible promissory notes | 60,350 | 0 | ||
Interest paid-continuing operations | $ (156,293) | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies: Fair Value of Financial Instruments: Derivatives (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Derivative Liability-Convertible debentures | $ 23,925 | $ 0 |
Derivative Liability-Warrants | 34,000 | 0 |
Total derivative liability | $ 57,925 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Changes in Derivative Liabilities at Fair Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Fair value of derivative liability, beginning | $ 0 | $ 0 |
Increase in derivative liability-debentures | 60,350 | 0 |
Increase in derivative liability-warrants | 623,900 | 0 |
Fair value adjustment-debentures | (2,500) | 0 |
Fair value adjustment-warrants | 126,375 | 0 |
Reclassification of warrant carrying value due to reset of exercise price | (750,200) | 0 |
Fair value of derivative liability, beginning | $ 57,925 | $ 0 |
Significant Accounting Polici_6
Significant Accounting Policies: Accounts Receivable: Allowance for Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Allowance, Beginning Balance | $ 4,000 | $ 0 |
Additions charged to bad debt expense | 236 | 4,000 |
Write off of allowance for doubtful collections | (4,236) | 0 |
Allowance, Ending Balance | 0 | 4,000 |
Allowance for Doubtful Collections | 236 | 4,000 |
Allowance for Doubtful Accounts | $ 0 | $ 4,000 |
Accounts Receivable, Net_ Sched
Accounts Receivable, Net: Schedule of Accounts Receivable, Net (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Details | |||
Accounts Receivable, Gross | $ 0 | $ 7,275 | |
Less: Allowance for Doubtful Accounts | 0 | (4,000) | $ 0 |
Total Accounts Receivable, Net | $ 0 | $ 3,275 |
Accounts Receivable, Net_ Allow
Accounts Receivable, Net: Allowance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Allowance, Increase (decrease) | $ 236 | $ 4,000 |
Allowance, Total | $ 0 | $ 4,000 |
Intangible Assets_ Schedule of
Intangible Assets: Schedule of Intangible Assets, Net (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Products and processes | $ 12,500 | $ 12,500 |
Trademarks, patents and technology | 150,700 | 150,700 |
Customer lists/relationships | 30,000 | 30,000 |
Non-compete agreement | 30,000 | 40,000 |
Marketing related intangibles | 64,000 | 64,000 |
Software | 510,300 | 510,300 |
Total Intangible Assets, Gross | 797,500 | 807,500 |
Accumulated amortization | (218,465) | (97,845) |
Intangible Assets, Net | $ 579,035 | $ 709,655 |
Intangible Assets_ Amortization
Intangible Assets: Amortization Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Amortization Expense | $ 120,620 | $ 83,739 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses: Summary (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Accounts Payable, Vendors | $ 830,590 | $ 865,569 |
Credit cards payable | 42,552 | 39,841 |
Payroll taxes payable | 78,608 | 75,637 |
Accrued Interest | 450,187 | 1,894,694 |
Accrued payroll and payroll taxes | 402,053 | 172,607 |
Other liabilities | 601,148 | 0 |
Reserve-Legal Fees | 250,000 | 0 |
Total accounts payable and accrued expenses | $ 2,655,138 | $ 3,048,348 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses: Payroll Taxes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Payroll Taxes Payable, Penalties | $ 17,475 | $ 5,485 |
Payroll Taxes Payable, Interest | $ 4,202 | $ 634 |
Accounts Payable and Accrued _5
Accounts Payable and Accrued Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Extinguishment of Debt | $ 341,606 | |
Reserve-Legal Fees | 250,000 | $ 0 |
Accounts Payable | ||
Extinguishment of Debt | 284,714 | |
Accrued Interest | ||
Extinguishment of Debt | $ 56,892 |
Debt Disclosure_ Summary (Detai
Debt Disclosure: Summary (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Convertible Notes Payable, Current | $ 296,000 | $ 1,706 |
Debentures, Convertible | 724,903 | 0 |
Notes Payable, Short Term, Total | 1,020,903 | 1,706 |
Notes and Loans Payable, Unsecured | 0 | 95,975 |
Debentures, Convertible, Net of Unamortized Discount | 184,870 | 0 |
Notes Payable, Convertible | 720,154 | 144,000 |
Notes Payalbe, Secured, Net of Unamortized Discount | 28,995 | 17,393,240 |
Notes Payable, Long Term, Total | 934,019 | 17,633,215 |
Notes Payable, Total | $ 1,954,922 | $ 17,634,921 |
Debt Disclosure_ Non-Related Pa
Debt Disclosure: Non-Related Party Convertible Notes Payable (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Lender Group A | |
APR | 12.00% |
Accrued Interest | $ 164,060 |
Conversion Price | $ / shares | $ 0.10 |
Term/Due | May 31, 2018 |
Investor Group A | |
APR | 10.00% |
Accrued Interest | $ 21,681 |
Conversion Price | $ / shares | $ 0.10 |
Term/Due | Sep. 30, 2018 |
The Kasper Group, Ltd | |
APR | 7.00% |
Accrued Interest | $ 70,587 |
Conversion Price | $ / shares | $ 0.10 |
Term/Due | Oct. 31, 2019 |
Joseph M. Redmond | |
APR | 5.00% |
Accrued Interest | $ 119,550 |
Conversion Price | $ / shares | $ 0.10 |
Term/Due | Jul. 31, 2017 |
Short-term Debentures | |
APR | 10.00% |
Accrued Interest | $ 0 |
Conversion Price | $ / shares | $ 0.12 |
Term/Due | Feb. 28, 2019 |
Long-term Debentures | |
APR | 10.00% |
Accrued Interest | $ 0 |
Conversion Price | $ / shares | $ 0.12 |
Term/Due | Nov. 30, 2021 |
Accrued Interest | $ 376,127 |
Debt Disclosure_ Short-Term (De
Debt Disclosure: Short-Term (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | |
Convertible Promissory Notes | ||
Convertible Notes Payable, Current | $ 825,000 | $ 741,000 |
Covertible Notes Payable, Principal, To Debentures | 600,000 | |
Covertible Notes Payable, Interest, To Debentures | 55,627 | |
Covertible Notes Payable, Principal, Cash Repayment | 50,000 | 0 |
Covertible Notes Payable, Principal, To Common Stock | $ 620,000 | 0 |
Convertible Promissory Notes, Conversion Price | $ / shares | $ 0.10 | |
Convertible Promissory Notes | Minimum | ||
Convertible Promissory Notes, Interest Rate | 10.00% | |
Convertible Promissory Notes | Maximum | ||
Convertible Promissory Notes, Interest Rate | 20.00% | |
Notes Payable, Convertible, Lender Group A | ||
Convertible Promissory Notes, Interest, Principal Base | 145,000 | |
Convertible Promissory Notes, Interest, Shares | shares | 290,000 | |
Convertible Promissory Notes, Interest, Shares, Period (Days) | 90 | |
Convertible Promissory Notes, Interest, Principal Base | 75,000 | |
Convertible Promissory Notes, Interest, Shares | 150,000 | |
Convertible Promissory Notes, Interest, Shares, Period (Days) | 30 | |
Convertible Notes Payable, Current | $ 296,000 | 1,706 |
Convertible Promissory Notes, Interest, Shares | shares | 2,810,000 | |
Convertible Promissory Notes, Interest, Shares, Value | $ 281,000 | |
Debentures | ||
Convertible Debentures, Principal | $ 724,903 | $ 0 |
Debt Disclosure_ Long-Term (Det
Debt Disclosure: Long-Term (Details) | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares |
Extinguishment of Debt, Principal | $ 341,606 | |||
Extinguishment of Debt, Gain | $ 22,858,009 | $ 0 | 22,858,009 | $ 0 |
Unsecured Debt | ||||
Extinguishment of Debt, Principal | 95,975 | 0 | ||
Extinguishment of Debt, Interest | 56,892 | 0 | ||
Extinguishment of Debt, Gain | 152,867 | 0 | ||
Notes and Loans Payable, Principal | $ 0 | $ 95,975 | 0 | $ 95,975 |
Convertible Debentures | ||||
Issuance of Debt, Principal | $ 250,000 | |||
Long-Term Debt, Maturity (Year) | 2,021 | 2,021 | ||
Long Term Debt, Conversion Rate | $ / shares | $ 0.10 | $ 0.10 | ||
Long-Term Debt, Discount, Unamortized | $ 23,630 | $ 23,630 | ||
Long-Term Debt, OID, Balance, Amort Period | 22 years | |||
Convertible Promissory Notes | ||||
Long Term Debt, Conversion Rate | $ / shares | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 |
Long-Term Debt, Principal | $ 720,154 | $ 144,000 | $ 720,154 | $ 144,000 |
Convertible Promissory Notes | Minimum | ||||
Long-Term Debt, Maturity (Year) | 2,017 | 2,017 | ||
Convertible Promissory Notes, Interest Rate | 5.00% | |||
Convertible Promissory Notes | Maximum | ||||
Long-Term Debt, Maturity (Year) | 2,019 | 2,019 | ||
Convertible Promissory Notes, Interest Rate | 7.00% | |||
Secured Debt | ||||
Long-Term Debt, Principal | $ 28,995 | 38,240 | $ 28,995 | 38,240 |
Long Term Debt, Payments | $ 1,475 | |||
Long Term Debt, Maturity Date | Jul. 17, 2020 | |||
Long-Term Debt, Principal | $ 28,995 | 17,393,240 | $ 28,995 | 17,393,240 |
Secured Debt | Minimum | ||||
Long-Term Debt, Interest Rate | 7.48% | 7.48% | ||
Secured Debt | Maximum | ||||
Long-Term Debt, Interest Rate | 7.48% | 7.48% | ||
Secured Debt, In Litigation | ||||
Extinguishment of Debt, Principal | $ 20,500,000 | |||
Extinguishment of Debt, Interest | $ 2,278,281 | |||
Extinguishment of Debt, Gain | 22,778,281 | |||
Long-Term Debt, Discount, Unamortized | $ 0 | $ 3,145,000 | $ 0 | $ 3,145,000 |
Debt Disclosure_ Future Maturit
Debt Disclosure: Future Maturities of Long-Term Debt (Details) | Dec. 31, 2018USD ($) |
2020 | |
Long-Term Debt, Principal | $ 28,995 |
2021 | |
Long-Term Debt, Principal | $ 184,870 |
Debt Disclosure_ Accrued Intere
Debt Disclosure: Accrued Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Accrued Interest, Current Period | $ 1,009,525 | $ 920,434 |
Accrued Interest | 376,127 | 1,724,093 |
Accrued Interest, Extinguished | (2,335,173) | 0 |
Accrued Interest, Converted to Common Stock | $ (55,613) | $ 0 |
Related Party Transactions_ Sum
Related Party Transactions: Summary (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Related party payables | ||
Related Party, Accrued Compensation | $ 869,859 | $ 501,270 |
Related Party, Cash Advances | 134,861 | 128,297 |
Related Party, Total Payables | 1,004,720 | 629,567 |
Debentures, convertible | 411,006 | 0 |
Notes payable, related party, convertible | 491,100 | 1,167,254 |
Total Related Party Trasactions | $ 1,906,826 | $ 1,796,821 |
Related Party Transactions_ S_2
Related Party Transactions: Summary Totals (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Related Party Transactions, Total | $ 1,906,826 | $ 1,769,821 |
Related Party Transactions, Accrued Compensation | 869,859 | 501,270 |
Related Party Transactions, Advances to Company | 134,861 | 128,297 |
Related Party Transactions, Convertible Debentures | 411,006 | 0 |
Related Party Transactions, Convertible Debentures, Embedded Conversion Option | 17,125 | 0 |
Related Party Transactions, Convertible Notes Payable | $ 491,100 | $ 1,167,254 |
Related Party Transactions_ Con
Related Party Transactions: Convertible Debt (Details) - Beneficial Owner | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Note Payable, Convertible, Related Party, Principal | $ 491,100 |
Note Payable, Convertible, Related Party, Interest Rate | 7.00% |
Note Payable, Convertible, Related Party, Accrued Interest | $ 74,060 |
Note Payable, Convertible, Related Party, Conversion Price | $ 0.10 |
Note Payable, Convertible, Related Party, Maturity Date | Dec. 31, 2023 |
Note Payable, Convertible, Related Party, Principal | $ 342,734 |
Note Payable, Convertible, Related Party, Interest Rate | 12.00% |
Note Payable, Convertible, Related Party, Accrued Interest | $ 0 |
Note Payable, Convertible, Related Party, Conversion Price | $ 0.10 |
Note Payable, Convertible, Related Party, Maturity Date | Feb. 28, 2019 |
Note Payable, Convertible, Related Party, Principal | $ 68,272 |
Note Payable, Convertible, Related Party, Interest Rate | 12.00% |
Note Payable, Convertible, Related Party, Accrued Interest | $ 0 |
Note Payable, Convertible, Related Party, Conversion Price | $ 0.10 |
Note Payable, Convertible, Related Party, Maturity Date | Feb. 28, 2019 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 |
Notes Payable, Convertible | |||
Convertible Promissory Note, Principal | $ 491,100 | $ 1,167,254 | $ 491,100 |
Debentures, Convertible | |||
Debentures, Principal | 411,006 | $ 0 | |
Beneficial Owner | |||
Convertible Promissory Note, Date | Sep. 30, 2015 | ||
Convertible Promissory Note, Principal | 631,100 | $ 631,100 | |
Convertible Promissory Note, Principal, Repayment | 100,000 | ||
Convertible Promissory Note, Principal, Conversion, Amount | $ 40,000 | ||
Convertible Promissory Note, Interest Rate | 7.00% | ||
Convertible Promissory Note, Conversion Price | $ 0.10 | ||
Convertible Promissory Note, Modified, Date | Dec. 31, 2018 | ||
Convertible Promissory Note, Modified, Principal | $ 491,100 | ||
Convertible Promissory Note, Modified, Maturity Date | Dec. 31, 2023 | ||
Beneficial Owner | |||
Convertible Promissory Note, Principal | $ 337,750 | $ 337,750 | |
Convertible Promissory Note, Interest Rate | 12.00% | ||
Convertible Promissory Note, Conversion Price | $ 0.10 | ||
Convertible Promissory Note, To Debentures, Principal | $ 337,750 | ||
Convertible Promissory Note, Warrants Issued | 3,377,500 | 3,377,500 | |
Convertible Promissory Note, Discount, Total | $ 337,500 | $ 337,500 | |
Convertible Promissory Note, Beneficial Conversion Feature | 123,850 | 123,850 | |
Convertible Promissory Note, Derivative Liability | $ 213,900 | 213,900 | |
Convertible Promissory Note, Debt Accretion | $ 6,409 | ||
Convertible Promissory Note, Warrants, Term | 3 | ||
Convertible Promissory Note, Warrants, Conversion Price | $ 0.10 | ||
Convertible Promissory Note, To Debentures, Date | Nov. 14, 2018 | ||
Convertible Promissory Note, To Debentures, Interest | $ 34,090 | ||
Debentures, Principal | 428,132 | ||
Convertible Promissory Note, To Debentures, Intrinsic Value of Warrants | 135,100 | ||
Debentures, Embedded Conversion Option | 17,125 | ||
Convertible Promissory Note, To Debentures, Loss on Extinguishment | $ 252,533 | ||
Debentures, Interest Rate | 10.00% | ||
Debentures, Maturity Date | Feb. 28, 2019 | ||
Debentures, Conversion Price | $ 0.12 |
Related Party Transactions_ Acc
Related Party Transactions: Accrued Interest (Details) - Notes Payable, Convertible - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible Promissory Notes, Related Party, Accrued Interest | $ 66,840 | $ 76,511 |
Convertible Promissory Notes, Interest, Paid | 798 | 16,833 |
Convertible Promissory Notes, Related Party, Accrued Interest, To Common Stock | 0 | 35,733 |
Convertible Promissory Notes, Related Party, Accrued Interest, To Principal | 71,839 | 0 |
Convertible Promissory Notes, Accrued Interest, Total | $ 74,060 | $ 170,600 |
Related Party Transactions_ Sto
Related Party Transactions: Stock Issuances (Details) | Sep. 30, 2018 | Aug. 13, 2018 | Jan. 11, 2018 | Sep. 11, 2017 | Aug. 01, 2017 | Jul. 07, 2017 | May 18, 2017 | Mar. 16, 2017 | Jan. 23, 2017 |
Preferred Stock, Issued | |||||||||
Shares Issued for Cash | 30,000 | ||||||||
Shares Issued for Accrued Comp | 90,000 | ||||||||
Preferred Stock, Price Per Share | |||||||||
Shares Issued for Cash | 5 | ||||||||
Shares Issued for Accrued Comp | 5 | ||||||||
Preferred Stock, Proceeds, Cash | |||||||||
Shares Issued for Cash | 150,000 | ||||||||
Preferred Stock, Conversion Rate | |||||||||
Shares Issued for Cash | 20 | ||||||||
Common Stock, Debt, Principal | |||||||||
Shares Issued for Debt Conversion | 40,000 | 200,000 | 250,000 | ||||||
Common Stock, Debt, Interest | |||||||||
Shares Issued for Debt Conversion | 27,781 | 7,954 | |||||||
Common Stock, Shares, Issued | |||||||||
Shares Issued for Debt Conversion | 400,000 | 2,277,808 | 1,228,346 | ||||||
Shares Issued for Stock Award | 6,000,000 | 3,000,000 | 10,000,000 | ||||||
Shares Issued for Stock Options | 1,071,430 | ||||||||
Common Stock, Price Per Share | |||||||||
Shares Issued for Debt Conversion | 0.10 | 0.10 | 0.21 | ||||||
Shares Issued for Stock Award | 0.001 | 0.001 | 0.001 | ||||||
Shares Issued for Stock Options | 0.05 | ||||||||
Common Stock, Shares, Vested (Pct) | |||||||||
Shares Issued for Stock Award | 0.2500 | ||||||||
Common Stock, Shares, Vest Period (Months) | |||||||||
Shares Issued for Stock Award | 24 | ||||||||
Common Stock, Shares, Value | |||||||||
Shares Issued for Stock Award | 750,000 | 2,000,000 | |||||||
Shares Issued for Stock Options | 187,500 | ||||||||
Deferred Compensation, Current Expense | |||||||||
Shares Issued for Stock Award | 507,500 | ||||||||
Deferred Compensation, Future Expense | |||||||||
Shares Issued for Stock Award | 1,492,500 | ||||||||
Deferred Compensation, Future Expense, Term (Months) | |||||||||
Shares Issued for Stock Award | 24 | ||||||||
Common Stock, Proceeds, Cash | |||||||||
Shares Issued for Stock Award | 6,000 | ||||||||
Preferred Stock, Value | |||||||||
Shares Issued for Accrued Comp | 450,000 | ||||||||
Preferred Stock, Beneficial Conversion Feature | |||||||||
Shares Issued for Accrued Comp | 100,578 | ||||||||
Preferred Stock, Warrants | |||||||||
Shares Issued for Accrued Comp | 1,250,000 | ||||||||
Preferred Stock, Warrants, Value | |||||||||
Shares Issued for Accrued Comp | 75,000 | ||||||||
Preferred Stock, Warrants, Life (Yrs) | |||||||||
Shares Issued for Accrued Comp | 3 | ||||||||
Preferred Stock, Warrants, Exercise Price | |||||||||
Shares Issued for Accrued Comp | 0.25 |
Related Party Transactions_ Agr
Related Party Transactions: Agreements (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
President, PHM | |
Employment Agreement, Term (Years) | 3 |
Employment Agreement, Compensation, Base | $ 150,000 |
Employment Agreement, Compensation, Signing Bonus | $ 50,000 |
Employment Agreement, Amendment, Effective Date | Aug. 1, 2017 |
Employment Agreement, Amendment, Execution Date | Nov. 30, 2017 |
Employment Agreement, New Agreement, Term (Years) | 3 |
Employment Agreement, New Agreement, Compensation, Year 1 | 222,000 |
Employment Agreement, New Agreement, Compensation, Year 2 | 265,000 |
Employment Agreement, New Agreement, Compensation, Year 3 | 320,000 |
Employment Agreement, New Agreement, Stock Award, Shares | shares | 3,000,000 |
Employment Agreement, New Agreement, Stock Award, Price Per Shares | $ / shares | $ 0.001 |
Employment Agreement, New Agreement, Option Award, Shares | shares | 2,000,000 |
Employment Agreement, New Agreement, Option Award, Price Per Share | $ / shares | $ 0.25 |
Employment Agreement, New Agreement, Option Award, Life | 5 |
Employment Agreement, New Agreement, Option Award, Vesting Period | annually |
Employment Agreement, New Agreement, Option Award, Vesting Term | 3 |
Employment Agreement, New Agreement, Option Award, Percent Vested | 25.00% |
Chief Executive Officer | |
Executive Agreement, Date | Jul. 7, 2017 |
Executive Agreement, Term (Years) | 3 |
Executive Agreement, Compensation, Year 1 | $ 350,000 |
Executive Agreement, Compensation, Year 1, Deferral (Pct) | 30.00% |
Executive Agreement, Compensation, Year 2 | $ 425,000 |
Executive Agreement, Compensation, Year 3 | $ 550,000 |
Executive Agreement, Compensation, Stock Award, Shares | 10,000,000 |
Executive Agreement, Compensation, Stock Award, Price Per Share | $ / shares | $ 0.001 |
Executive Agreement, Compensation, Stock Award, Pct Vested | 25.00% |
Executive Agreement, Compensation, Stock Award, Annual Vesting Pct | 25.00% |
Executive Agreement, Compensation, Stock Options | shares | 5,000,000 |
Executive Agreement, Compensation, Stock Options, Price Per Share | $ / shares | $ 0.25 |
Executive Agreement, Compensation, Stock Options, Life (Years) | 5 |
Chief Financial Officer | |
Executive Agreement, Term (Years) | 1 |
Executive Agreement, Compensation, Year 1 | $ 216,000 |
Executive Agreement, Compensation, Stock Options | shares | 1,000,000 |
Executive Agreement, Compensation, Stock Options, Price Per Share | $ / shares | $ 0.25 |
Executive Agreement, Compensation, Stock Options, Life (Years) | 5 |
Executive Agreement, Compensation, Signing Bonus | $ 100,000 |
Executive Agreement, Compensation, Stock Options, Vesting Period (Years) | 1 |
Beneficial Owner | |
Consulting Agreement, Date | Jan. 1, 2018 |
Consulting Agreement, Term | 3 |
Consulting Agreement, Monthly Fee, Year 1 | $ 25,000 |
Consulting Agreement, Monthly Fee, Year 2 | 30,000 |
Consulting Agreement, Monthly Fee, Year 3 | $ 35,000 |
Consulting Agreement, Stock Options | shares | 4,000,000 |
Consulting Agreement, Stock Options, Exercise Price | $ / shares | $ 0.25 |
Consulting Agreement, Stock Options, Life (Years) | 5 |
Consulting Agreement, Stock Options, Immediiate Vesting, Pct | 25.00% |
Commitments And Contingencies_
Commitments And Contingencies: Promissory Note (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Pending Litigation | |
Gain Contingency, Promissory Note, Principal | $ 20,500,000 |
Gain Contingency, Promissory Note, Accrued Interest | 2,278,281 |
Gain Contingency, Promissory Note, Total | $ 22,778,281 |
Secured Debt, In Litigation | |
Note Payable, Date | Aug. 13, 2015 |
Note Payable, Principal | $ 20,500,000 |
Note Payable, Interest Rate | 6.00% |
Note Payable, Maturity Date | Aug. 13, 2018 |
Note Payable, Discount, Total | $ 15,300,000 |
Commitments And Contingencies_2
Commitments And Contingencies: Revenue Share & Royalties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Qolpom Shareholders | ||
Contingency, Revenue Share, Maximum Payment | $ 2,000,000 | |
Contingency, Royalty, Percent | 3.00% | |
Contingency, Revenue Share, Present Value | $ 430,000 | $ 890,000 |
Contingency, Royalty, Present Value | 310,000 | 200,000 |
ProEventa | ||
Contingency, Revenue Share, Maximum Payment | $ 3,000,000 | |
Contingency, Royalty, Percent | 3.00% | |
Contingency, Revenue Share, Present Value | $ 1,040,000 | 1,000,000 |
Contingency, Royalty, Present Value | 690,000 | $ 800,000 |
Contingency, Royalty, Maximum Payment | $ 25,000,000 |
Convertible Preferred Stock_ Au
Convertible Preferred Stock: Authorized and Issued Shares (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Outstanding | 1,013,691 | 863,691 |
Preferred Stock | ||
Preferred Stock, Shares Outstanding | 1,013,691 | 863,691 |
Convertible Preferred Stock_ Pr
Convertible Preferred Stock: Preferred Stock Designations (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Series A Preferred Stock | |
Preferred Stock, Voting Rights | no voting rights |
Preferred Stock, Conversion Ratio | 20 |
Preferred Stock, Dividend Rate, Percentage | 7.00% |
Series B Preferred Stock | |
Preferred Stock, Voting Rights | no voting rights |
Preferred Stock, Conversion Ratio | 20 |
Preferred Stock, Warrants, Pct | 50.00% |
Preferred Stock, Warrants, Life (Yrs) | 2 |
Preferred Stock, Warrants, Exercise Price | $ / shares | $ 0.75 |
Preferred Stock, Dividend Rate, Percentage | 10.00% |
Series C Preferred Stock | |
Preferred Stock, Voting Rights | no voting rights |
Preferred Stock, Conversion Ratio | 41.67 |
Preferred Stock, Warrants, Pct | 50.00% |
Preferred Stock, Warrants, Life (Yrs) | 3 |
Preferred Stock, Warrants, Exercise Price | $ / shares | $ 0.25 |
Preferred Stock, Dividend Rate, Percentage | 8.00% |
Convertible Preferred Stock_ Ac
Convertible Preferred Stock: Activity (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred Stock, Value, Issued | $ 1,014 | $ 864 |
Preferred Stock, Additional Paid in Capital | $ 1,699,000 | $ 665,803 |
Series B Preferred Stock | ||
Preferred Stock, Shares Issued | 30,000 | |
Preferred Stock, Shares Issued, Price Per Share | $ 5 | |
Preferred Stock, Value, Issued | $ 150,000 | |
Preferred Stock, Additional Paid in Capital | $ 149,970 |
Convertible Preferred Stock_ Se
Convertible Preferred Stock: Series C Preferred Offering (Details) - Series C Preferred Stock | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Preferred Stock, Price Per Share | $ 5 |
Preferred Stock, Minimum Shares | shares | 20,000 |
Preferred Stock, Minimum ($) | $ | $ 100,000 |
Preferred Stock, Conversion Rate ($) | $ 0.12 |
Preferred Stock, Conversion Ratio | shares | 41.67 |
Preferred Stock, Warrants, Life (Yrs) | 3 |
Preferred Stock, Warrants, Exercise Price | $ 0.25 |
Preferred Stock, Warrants, Pct | 50.00% |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - Series C Preferred Stock | Dec. 31, 2018USD ($)$ / sharesshares |
Preferred Stock, Issued | 150,000 |
Preferred Stock, Shares Issued, Price Per Share | $ / shares | $ 5 |
Preferred Stock, Shares Issued, Investors | shares | 60,000 |
Preferred Stock, Shares Issued, Investors, Proceeds | $ 300,000 |
Preferred Stock, Shares Issued, Officers | shares | 90,000 |
Preferred Stock, Shares Issued, Officers, Proceeds | $ 450,000 |
Preferred Stock, Shares Issued, Paid In Capital | 749,850 |
Preferred Stock, Shares Issued, Beneficial Conversion Feature | 283,347 |
Preferred Stock, Shares Issued, Beneficial Conversion Feature, Officers | $ 100,578 |
Common Stock_ Authorized and Is
Common Stock: Authorized and Issued Shares (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Common Stock, Shares Authorized | 500,000,000 | 250,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | 158,113,141 | 136,754,530 |
Common Class A | ||
Common Stock, Shares Authorized | 500,000,000 | 250,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | 158,113,141 | 136,734,530 |
Common Stock_ Activity (Details
Common Stock: Activity (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | |
Stock Issued During Period, Shares, Period Increase (Decrease) | 21,358,611 | 29,687,756 |
Deferred Compensation, Total | $ | $ 434,000 | $ 2,838,500 |
Deferred Compensation, Current Expense | $ | 1,095,193 | 1,028,498 |
Deferred Compensation, Future Expense | $ | $ 1,148,809 | $ 1,810,002 |
Deferred Compensation, Future Expense, Term (Months) | 21 | |
Common Stock, Shares, Issued | ||
Shares Issued, Conversion of Debt | 6,881,130 | 0 |
Shares Issued, Conversion of Debt, Related Party | 0 | 3,906,154 |
Shares Issued, Exercise of Stock Options | 846,051 | 281,602 |
Shares Issued, Exercise of Stock Options, Related Party | 1,071,430 | 0 |
Shares Issued, Stock Awards | 1,750,000 | 3,950,000 |
Shares Issued, Stock Awards, Related Party | 0 | 13,000,000 |
Shares Issued, Asset Acquisition | 0 | 2,500,000 |
Shares Issued, Cash Subscription | 2,000,000 | 3,950,000 |
Shares Issued, Debt Service | 2,810,000 | 2,100,000 |
Shares Issued, Officers | 6,000,000 | 0 |
Common Stock, Conversion of Debt, Amount | ||
Shares Issued, Conversion of Debt | 675,914 | 0 |
Shares Issued, Conversion of Debt, Related Party | 0 | 525,733 |
Common Stock, APIC | ||
Shares Issued, Conversion of Debt | 668,733 | 0 |
Shares Issued, Conversion of Debt, Related Party | 0 | 521,827 |
Shares Issued, Exercise of Stock Options | 454,908 | 67,303 |
Shares Issued, Stock Awards | 277,360 | 845,300 |
Shares Issued, Stock Awards, Related Party | 0 | 2,737,000 |
Shares Issued, Asset Acquisition | 0 | 622,500 |
Shares Issued, Cash Subscription | 238,900 | 193,550 |
Shares Issued, Debt Service | 278,190 | 112,900 |
Shares Issued, Officers | 990,000 | 0 |
Common Stock, Shares, Value | ||
Shares Issued, Stock Awards | 279,110 | 849,250 |
Shares Issued, Stock Awards, Related Party | 0 | 2,750,000 |
Shares Issued, Debt Service | 281,000 | 115,000 |
Deferred Compensation | ||
Shares Issued, Stock Awards | 153,000 | 848,500 |
Shares Issued, Stock Awards, Related Party | 0 | 1,990,000 |
Deferred Compensation, Future Expense, Term (Months) | ||
Shares Issued, Stock Awards | 21 | |
Shares Issued, Stock Awards, Related Party | 21 | |
Common Stock, Proceeds, Cash | ||
Shares Issued, Asset Acquisition | 0 | 2,500 |
Shares Issued, Cash Subscription | 240,000 | 197,500 |
Shares Issued, Officers | 6,000 | 0 |
Warrants And Options_ Outstandi
Warrants And Options: Outstanding (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Warrants, Number of Shares | 21,232,500 | 7,205,000 |
Stock Options, Number of Shares | 18,060,000 | 20,675,000 |
Warrants And Options_ Activity
Warrants And Options: Activity (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / shares | |
Warrants, Granted | 14,077,500 | 7,155,000 |
Warrants, Expired | 100,000 | 14,535,706 |
Warrants, Value | $ | $ 851,610 | $ 325,020 |
Warrants, Expected Volatility | 40.00% | |
Warrants, Yield | 0.00% | |
Minimum | ||
Warrants, Exercise Price | $ 0.001 | |
Warrants, Expiration (Year) | 2,019 | |
Warrants, Expected Term (Years) | 2 | |
Warrants, Risk Free Interest Rate | 1.16% | |
Maximum | ||
Warrants, Exercise Price | $ 0.75 | |
Warrants, Expiration (Year) | 2,023 | |
Warrants, Expected Term (Years) | 5 | |
Warrants, Risk Free Interest Rate | 2.91% |
Warrants And Options_ Deferred
Warrants And Options: Deferred Stock Warrant Compensation (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Details | ||
Deferred Compensation, Total. Warrants | $ 113,210 | $ 129,820 |
Deferred Compensation, Current Period Expense, Warrants | 73,370 | 70,740 |
Deferred Compensation,Future Expense, Warrants | $ 98,920 | $ 172,290 |
Deferred Compensation,Future Expense, Term (Months), Warrants | 12 |
Warrants And Options_ Schedule
Warrants And Options: Schedule of Warrants Outstanding (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
$0.001 | |
Warrants, Number of Shares | shares | 300,000 |
Warrants, Remaining Life (Years) | 4 years 6 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 300 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.17 |
$0.10 | |
Warrants, Number of Shares | shares | 75,000 |
Warrants, Remaining Life (Years) | 2 years |
Warrants, Exercise Price X Number Of Shares | $ | $ 750 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.19 |
$0.10 | |
Warrants, Number of Shares | shares | 250,000 |
Warrants, Remaining Life (Years) | 1 year 9 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 25,000 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.29 |
N0102 | |
Warrants, Number of Shares | shares | 6,377,500 |
Warrants, Remaining Life (Years) | 2 years 3 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 637,750 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.21 |
$0.10 | |
Warrants, Number of Shares | shares | 3,000,000 |
Warrants, Remaining Life (Years) | 2 years 6 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 300,000 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.19 |
$0.10 | |
Warrants, Number of Shares | shares | 62,500 |
Warrants, Remaining Life (Years) | 4 years 3 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 6,250 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.27 |
$0.20 | |
Warrants, Number of Shares | shares | 1,000,000 |
Warrants, Remaining Life (Years) | 2 years |
Warrants, Exercise Price X Number Of Shares | $ | $ 150,000 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.26 |
$0.15 | |
Warrants, Number of Shares | shares | 600,000 |
Warrants, Remaining Life (Years) | 5 years |
Warrants, Exercise Price X Number Of Shares | $ | $ 90,000 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.19 |
$0.17 | |
Warrants, Number of Shares | shares | 62,500 |
Warrants, Remaining Life (Years) | 4 years 3 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 10,625 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.27 |
$0.18 | |
Warrants, Number of Shares | shares | 62,500 |
Warrants, Remaining Life (Years) | 4 years 3 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 11,250 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.27 |
$0.21 | |
Warrants, Number of Shares | shares | 100,000 |
Warrants, Remaining Life (Years) | 1 year 9 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 21,000 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.31 |
$0.21 | |
Warrants, Number of Shares | shares | 62,500 |
Warrants, Remaining Life (Years) | 4 years 3 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 13,125 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.27 |
$0.25 | |
Warrants, Number of Shares | shares | 1,500,000 |
Warrants, Remaining Life (Years) | 1 year 6 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 375,000 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.34 |
$0.25 | |
Warrants, Number of Shares | shares | 3,255,000 |
Warrants, Remaining Life (Years) | 1 year 9 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 813,750 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.29 |
$0.25 | |
Warrants, Number of Shares | shares | 475,000 |
Warrants, Remaining Life (Years) | 2 years |
Warrants, Exercise Price X Number Of Shares | $ | $ 118,750 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.25 |
$0.25 | |
Warrants, Number of Shares | shares | 3,250,000 |
Warrants, Remaining Life (Years) | 2 years 9 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 812,500 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.18 |
$0.35 | |
Warrants, Number of Shares | shares | 250,000 |
Warrants, Remaining Life (Years) | 1 year 9 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 87,500 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.29 |
$0.60 | |
Warrants, Number of Shares | shares | 250,000 |
Warrants, Remaining Life (Years) | 1 year 9 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 150,000 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.31 |
$0.75 | |
Warrants, Number of Shares | shares | 300,000 |
Warrants, Remaining Life (Years) | 3 months |
Warrants, Exercise Price X Number Of Shares | $ | $ 225,000 |
Warrants, Weighted Average Exercise Price | $ / shares | $ 0.29 |
Warrants And Options_ Warrant R
Warrants And Options: Warrant Rollforward (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Details | |
Warrants, Outstanding, Beginnning | 15,362,491 |
Warrants, Outstanding, Beginning, Weighted Avg Exercise Price | $ / shares | $ 0.28 |
Warrants, Issued in Period | 21,232,500 |
Warrants, Issued in Period, Weighted Avg Exercise Price | $ / shares | $ 0.18 |
Warrants, Exercised in Period | 0 |
Warrants, Exercised in Period, Weighted Avg Exercise Price | $ / shares | $ 0 |
Warrants, Expired/Cancelled in Period | (15,362,491) |
Warrants, Expired/Cancelled in Period, Weighted Avg Exercise Price | $ / shares | $ 0.28 |
Warrants, Outstanding, Ending | 21,232,500 |
Warrants, Outstanding, Ending, Weighted Avg Exercise Price | $ | $ 0.18 |
Warrants And Options_ Options,
Warrants And Options: Options, Activity (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | |
Stock Options, Granted | shares | 6,000,000 | 11,570,000 |
Stock Options, Vest Period (Years) | 2 | |
Stock Options, Value | $ | $ 833,700 | $ 1,926,750 |
Stock Options, Yield | 0.00% | |
Minimum | ||
Stock Options, Life (Years) | 3 | |
Stock Options, Exercise Price | 0.05 | |
Stock Options, Expected Term (Years) | 2.50 | |
Stock Options, Expected Volatility | 1.82 | |
Stock Options, Risk Free Interest Rate | 1.46% | |
Maximum | ||
Stock Options, Life (Years) | 5 | |
Stock Options, Exercise Price | 0.50 | |
Stock Options, Expected Term (Years) | 5.75 | |
Stock Options, Expected Volatility | 2.06 | |
Stock Options, Risk Free Interest Rate | 2.78% |
Warrants And Options_ Options O
Warrants And Options: Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
$0.05 | |
Stock Options, Number of Shares | shares | 90,000 |
Stock Options, Remaining Life (Years) | 3 years 6 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 4,500 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.14 |
$0.05 | |
Stock Options, Number of Shares | shares | 1,140,000 |
Stock Options, Remaining Life (Years) | 3 years 3 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 57,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.09 |
$0.05 | |
Stock Options, Number of Shares | shares | 100,000 |
Stock Options, Remaining Life (Years) | 2 years 9 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 5,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.08 |
$0.05 | |
Stock Options, Number of Shares | shares | 60,000 |
Stock Options, Remaining Life (Years) | 2 years |
Stock Options, Exercise Price x Number of Shares | $ | $ 3,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.06 |
$0.05 | |
Stock Options, Number of Shares | shares | 170,000 |
Stock Options, Remaining Life (Years) | 1 year 9 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 8,500 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.12 |
$0.10 | |
Stock Options, Number of Shares | shares | 500,000 |
Stock Options, Remaining Life (Years) | 1 year 9 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 50,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.14 |
$0.10 | |
Stock Options, Number of Shares | shares | 250,000 |
Stock Options, Remaining Life (Years) | 9 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 25,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.06 |
$0.15 | |
Stock Options, Number of Shares | shares | 1,000,000 |
Stock Options, Remaining Life (Years) | 1 year 9 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 150,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.14 |
$0.25 | |
Stock Options, Number of Shares | shares | 5,000,000 |
Stock Options, Remaining Life (Years) | 4 years 3 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 1,250,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.16 |
$0.25 | |
Stock Options, Number of Shares | shares | 7,000,000 |
Stock Options, Remaining Life (Years) | 3 years 6 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 1,750,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.16 |
$0.25 | |
Stock Options, Number of Shares | shares | 1,000,000 |
Stock Options, Remaining Life (Years) | 1 year 9 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 250,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.15 |
$0.25 | |
Stock Options, Number of Shares | shares | 1,000,000 |
Stock Options, Remaining Life (Years) | 1 year 3 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 250,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.10 |
$0.25 | |
Stock Options, Number of Shares | shares | 250,000 |
Stock Options, Remaining Life (Years) | 9 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 62,500 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.06 |
$0.35 | |
Stock Options, Number of Shares | shares | 250,000 |
Stock Options, Remaining Life (Years) | 9 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 87,500 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.07 |
$0.60 | |
Stock Options, Number of Shares | shares | 250,000 |
Stock Options, Remaining Life (Years) | 9 months |
Stock Options, Exercise Price x Number of Shares | $ | $ 150,000 |
Stock Options, Weighted Average Exercise Price | $ / shares | $ 0.08 |
Warrants And Options_ Options R
Warrants And Options: Options Rollforward (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Stock Options, Beginning, Weighted Average Exercise Price | $ 0.08 | |
Stock Options, Grants In Period | 6,000,000 | 11,570,000 |
Stock Options, Grants in Period, Weighted Average Exercise Price | $ 0.14 | |
Stock Options, Exercises in Period, Weighted Average Exercise Price | 0.15 | |
Stock Options, Expirations/Forfeitures in Period, Weighted Average Exercise Price | 0.17 | |
Stock Options, Ending, Weighted Average Exercise Price | $ 0.23 | $ 0.08 |
Warrants And Options_ Options_2
Warrants And Options: Options, Summary (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Stock Options, Grants | 6,000,000 | 11,570,000 |
Stock Options, Exercises | 1,973,189 | 300,000 |
Stock Options, Expirations | 1,000,000 | 0 |
Stock Options, Forfeitures | 5,641,811 | 1,730,000 |
Warrants And Options_ Deferre_2
Warrants And Options: Deferred Stock Option Compensation (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Details | ||
Deferred Compensation, Total | $ 649,327 | $ 1,679,765 |
Deferred Compensation, Current Period Expense | 572,870 | 589,679 |
Deferred Compensation, Future Expense | $ 1,395,466 | $ 1,319,010 |
Deferred Compensation, Future Expense, Term (Months) | 24 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Santa Monica, CA | |
Office Lease, Rent Expense, Base, Monthly | $ 5,600 |
Leases_ Rent Expense (Details)
Leases: Rent Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Office Lease, Rent Expense, Base | $ 73,351 | $ 8,148 |
Income Taxes_ Schedule of Effec
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ 15,608,209 | $ (10,641,198) |
Statutory Rate (Fed & State(s)) | 30.00% | 30.00% |
Computed Expected Tax Payable (Recovery) | $ 4,781,700 | $ (3,185,900) |
Rate Adjustment | 0 | 658,800 |
Effect of release of net operating loss carryforwards | (2,417,700) | 0 |
Gain on extinguishment of debt-principal | (6,124,000) | 0 |
Non-Deductible, Stock Option Amortization | 1,048,500 | 776,300 |
Non-Deductible, Discount amortization | 837,000 | 1,626,300 |
Non-Deductible, Other | 1,500 | 6,200 |
Non-Deductible, Total | (4,237,000) | 2,408,800 |
Change in Valuation Allowance | (1,873,000) | 118,300 |
Current Income Tax Expense (Benefit) | 0 | 0 |
Reported Income Taxes, Federal | 0 | 0 |
Reported Income Taxes, State | 0 | 0 |
Reported Income Taxes, Total | $ 0 | $ 0 |
Income Taxes_ Components of Def
Income Taxes: Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Deferred Tax Asset, Net Operating Losses | $ 0 | $ 1,948,000 |
Deferred Tax Asset, Bad Debt Allowance | 0 | 1,100 |
Deferred Tax Asset, Officers Accrued Compensation | 243,400 | 140,300 |
Deferred Tax Asset, Related Party Interest | 20,700 | 47,700 |
Deferred Tax Asset, Valuation Allowance | (264,100) | (2,137,100) |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
Income Taxes_ Extinguishment of
Income Taxes: Extinguishment of Debt (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Details | |
Extinguishment of Debt, Pricipal | $ 20,522,835 |
Income Taxes_ Tax Years Open to
Income Taxes: Tax Years Open to Examination (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Details | |
Years Open to Examination, Beginning Year | 2011 |
Change in Estimate and Accoun_3
Change in Estimate and Accounting Error: Chage in Estimate (Details) - USD ($) | Dec. 31, 2018 | Jul. 18, 2018 | Dec. 31, 2017 |
Amendment, As Previously Reported | |||
Assets | |||
Cash | $ 5,000 | ||
Intellectual property | 160,000 | ||
Loans receivable | 87,008 | ||
Total assets | 252,008 | ||
Liabilities | |||
Accounts payable | 7,068 | ||
License fees payable | 2,000,000 | ||
License fees payable, unamortized discount | (1,460,000) | ||
Royalties payable | 200,000 | ||
Total liabilities | 747,068 | ||
Goodwill | 785,060 | ||
Fair market value of consideration | $ 290,000 | ||
Amendment, Revised Values | |||
Assets | |||
Cash | $ 5,000 | ||
Intellectual property | 150,000 | ||
Loans receivable | 87,008 | ||
Total assets | 242,008 | ||
Liabilities | |||
Accounts payable | 7,068 | ||
License fees payable | 260,000 | ||
License fees payable, unamortized discount | 0 | ||
Royalties payable | 200,000 | ||
Total liabilities | 467,068 | ||
Goodwill | 785,060 | ||
Fair market value of consideration | 290,000 | ||
Net effect-current period adjustment | $ 270,000 | ||
Amendment, Adjustments | |||
Assets | |||
Cash | $ 0 | ||
Intellectual property | (10,000) | ||
Loans receivable | 0 | ||
Total assets | (10,000) | ||
Liabilities | |||
Accounts payable | 0 | ||
License fees payable | (1,740,000) | ||
License fees payable, unamortized discount | (1,460,000) | ||
Royalties payable | 0 | ||
Total liabilities | (280,000) | ||
Goodwill | 0 | ||
Fair market value of consideration | 0 | ||
Net effect-current period adjustment | $ 270,000 |
Change in Estimate and Accoun_4
Change in Estimate and Accounting Error: Correction of Error (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Asset Acquisition, As Previously Reported | |
CONSOLIDATED BALANCE SHEETS | |
Intangible assets, net | $ 2,298,094 |
Total assets | 3,340,475 |
License fees payable | 1,890,000 |
Royalties payable | 1,000,000 |
Total long-term liabilities | 21,690,469 |
Total liabilities | 30,730,119 |
Accumulated deficit | (33,773,141) |
Total Stockholders' deficit | (27,389,644) |
Total liabilities and stockholders' deficit | 3,340,475 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
General and administrative expenses | 4,209,073 |
Operating loss | (4,256,180) |
Net loss - continuing operations | (10,722,953) |
Net loss | $ (13,876,506) |
Net loss per common share - basic | $ / shares | $ (0.089) |
Net loss per common share - diluted | $ / shares | $ (0.060) |
Asset Acquisition, Corrected | |
CONSOLIDATED BALANCE SHEETS | |
Intangible assets, net | $ 709,655 |
Total assets | 1,752,036 |
License fees payable | 890,000 |
Royalties payable | 200,000 |
Total long-term liabilities | 19,890,469 |
Total liabilities | 28,930,119 |
Accumulated deficit | (33,561,580) |
Total Stockholders' deficit | (27,178,083) |
Total liabilities and stockholders' deficit | 1,752,036 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
General and administrative expenses | 3,997,512 |
Operating loss | (4,044,619) |
Net loss - continuing operations | (10,511,392) |
Net loss | $ (13,664,995) |
Net loss per common share - basic | $ / shares | $ (0.087) |
Net loss per common share - diluted | $ / shares | $ (0.059) |
Asset Acquisition, Adjustments | |
CONSOLIDATED BALANCE SHEETS | |
Intangible assets, net | $ (1,588,439) |
Total assets | (1,588,439) |
License fees payable | (1,000,000) |
Royalties payable | (800,000) |
Total long-term liabilities | (1,800,000) |
Total liabilities | (1,800,000) |
Accumulated deficit | (211,561) |
Total Stockholders' deficit | (211,561) |
Total liabilities and stockholders' deficit | (1,588,439) |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
General and administrative expenses | (211,561) |
Operating loss | (211,561) |
Net loss - continuing operations | (211,561) |
Net loss | $ (211,561) |
Net loss per common share - basic | $ / shares | $ (0.002) |
Net loss per common share - diluted | $ / shares | $ (0.001) |
Discontinued Operations_ Schedu
Discontinued Operations: Schedule of Discontinued Operations, Balance Sheet (Details) - RoxSan Pharamcy Inc - USD ($) | May 14, 2018 | Dec. 31, 2017 |
Assets Held For Sale, Current | ||
Cash and Cash Equivalents | $ 0 | $ 2,421 |
Accounts Receivable, Net | 0 | 40,856 |
Employee advances | 0 | 1,800 |
Prepaid Expenses | 0 | 6,884 |
Assets Held For Sale, Total, Current | 0 | 51,961 |
Assets Held For Sale, Noncurrent | ||
Loans Receivable - Long Term | 0 | 169,902 |
Property & Equipment, Net | 0 | 10,000 |
Deposits | 0 | 22,000 |
Assets Held For Sale, Total, Noncurrent | 0 | 201,902 |
Assets Held For Sale, Total | 0 | 253,863 |
Liabilities Subject to Compromise | ||
Accounts Payable and Accrued Expenses | 2,942,012 | 2,979,132 |
Pension Plan Contribution Payable | 0 | 12,570 |
Note Payable, Related Party | 0 | 185,000 |
Related Party Payables | 376,430 | 469,207 |
Note Payable | 185,000 | 0 |
Note Payable-Merchant | 974,826 | 974,826 |
Liabilities Subject to Compromise, Total | 4,478,268 | 4,620,735 |
Liabilities Subject to Compromise, Total, Net of Assets Held For Sale | $ 4,478,268 | $ 4,366,872 |
Discontinued Operations_ Payrol
Discontinued Operations: Payroll Taxes Payable (Details) - RoxSan Pharamcy Inc - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payroll Taxes Payable | $ 181,580 | $ 783,556 |
Payroll Taxes Payable, Penalties | 296,959 | 283,058 |
Payroll Taxes Payable, Interest | $ 50,167 | $ 33,860 |
Discontinued Operations_ Sche_2
Discontinued Operations: Schedule of Discontinued Operations, Income Statement (Details) - RoxSan Pharamcy Inc - USD ($) | 4 Months Ended | 12 Months Ended |
May 14, 2018 | Dec. 31, 2017 | |
Revenue | $ 0 | $ 3,100,207 |
Cost of Goods Sold | 0 | 3,084,204 |
Gross Profit | 0 | 16,003 |
Sales, Marketing & Pharmacy Expenses | 170,630 | 660,400 |
General & Administrative Expenses | 586,993 | 2,217,902 |
Operating Loss | (757,623) | (2,862,299) |
Interest Expense | (56,775) | (291,254) |
Loss on disposal of equipment | (10,000) | 0 |
Net Loss | $ (824,398) | $ (3,153,553) |
Segment Reporting_ Schedule of
Segment Reporting: Schedule of Segment Reporting Information, by Segment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 11,739 | $ 94,937 |
Gross Profit | (8,600) | (47,107) |
Operating Income (loss) | (6,634,663) | (4,172,719) |
Deprecation and amortization | 120,620 | 83,739 |
Interest Expense | 2,164,530 | 1,018,479 |
Loss on disposal of subsidiary | 4,478,268 | |
Gain on extinguishment of debt | 22,858,009 | |
Discount Amortization | 2,805,000 | 5,450,000 |
Loss on fair value adjustments | (123,875) | |
Discontinued operations | (824,398) | |
Total Assets | 1,364,357 | 1,752,036 |
Goodwill | 785,060 | 785,060 |
Additions to Property and Equipment | 0 | 0 |
Discontinued operations | (3,153,553) | |
Remote Care Segment | ||
Revenue | 9,399 | 93,737 |
Gross Profit | (10,400) | (48,307) |
Operating Income (loss) | (365,426) | (618,952) |
Deprecation and amortization | 9,196 | 8,902 |
Interest Expense | 2,970 | 9,626 |
Loss on disposal of subsidiary | 0 | |
Gain on extinguishment of debt | 0 | |
Discount Amortization | (340,000) | 350,000 |
Loss on fair value adjustments | 0 | |
Discontinued operations | 0 | |
Total Assets | 913,636 | 936,654 |
Goodwill | 785,060 | 785,060 |
Additions to Property and Equipment | 0 | 0 |
Discontinued operations | 0 | |
Behavioral Healthcare Segment | ||
Revenue | 1,800 | 1,200 |
Gross Profit | 1,800 | 1,200 |
Operating Income (loss) | (191,446) | (116,163) |
Deprecation and amortization | 109,760 | 73,173 |
Interest Expense | 0 | 0 |
Loss on disposal of subsidiary | 0 | |
Gain on extinguishment of debt | 0 | |
Discount Amortization | 0 | 0 |
Loss on fair value adjustments | 0 | |
Discontinued operations | 0 | |
Total Assets | 439,567 | 549,327 |
Goodwill | 0 | 0 |
Additions to Property and Equipment | 0 | 0 |
Discontinued operations | 0 | |
Diagnostics/Corporate Segment | ||
Revenue | 0 | 0 |
Gross Profit | 0 | 0 |
Operating Income (loss) | (6,077,791) | (3,437,604) |
Deprecation and amortization | 1,664 | 1,664 |
Interest Expense | 2,161,560 | 1,008,853 |
Loss on disposal of subsidiary | 4,478,268 | |
Gain on extinguishment of debt | 22,858,009 | |
Discount Amortization | 3,145,000 | 5,100,000 |
Loss on fair value adjustments | (123,875) | |
Discontinued operations | 0 | |
Total Assets | 11,154 | 12,192 |
Goodwill | 0 | 0 |
Additions to Property and Equipment | 0 | 0 |
Discontinued operations | 0 | |
Pharmacy Segment | ||
Revenue | 0 | 0 |
Gross Profit | 0 | 0 |
Operating Income (loss) | 0 | 0 |
Deprecation and amortization | 0 | 0 |
Interest Expense | 0 | 0 |
Loss on disposal of subsidiary | 0 | |
Gain on extinguishment of debt | 0 | |
Discount Amortization | 0 | 0 |
Loss on fair value adjustments | 0 | |
Discontinued operations | (824,398) | |
Total Assets | 0 | 253,863 |
Goodwill | 0 | 0 |
Additions to Property and Equipment | $ 0 | 0 |
Discontinued operations | $ (3,153,553) |
Subsequent Events (Details)
Subsequent Events (Details) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares |
Authorized Shares | ||
Authorized Shares, Date Filed with SOS | Jan. 28, 2019 | |
Authorized Shares, Date Ratified | Dec. 24, 2018 | |
Authorized Shares, Before Amendment | 250,000,000 | 250,000,000 |
Authorized Shares, After Amendment | 500,000,000 | 500,000,000 |
Stock Issuance, Debt Service | ||
Shares Issued, Debt Service | 150,000 | 150,000 |
Shares Issued, Debt Service, Value | $ 15,000 | $ 15,000 |
Shares Issued, Debt Service, APIC | 14,850 | 14,850 |
Conversion of Debt | ||
Shares Issued, Conversion of Debt, Debt | $ 175,000 | $ 175,000 |
Shares Issued, Conversion of Debt | shares | 1,750,000 | 1,750,000 |
Shares Issued, Conversion of Debt, Price Per Share | $ / shares | $ 0.10 | $ 0.10 |
Shares Issued, Conversion of Debt, APIC | $ 173,250 | $ 173,250 |
Stock Issuance, Debt Conversion, Amount | $ 105,000 | $ 105,000 |
Stock Issuance, Debt Conversion, Shares | shares | 2,340,410 | 2,340,410 |
Stock Issuance, Debt Conversion, Paid In Capital | $ 102,660 | $ 102,660 |
Shares Issued, Debt Service | ||
Shares Issued, Debt Service | 250,000 | 250,000 |
Shares Issued, Debt Service, Value | $ 25,000 | $ 25,000 |
Shares Issued, Debt Service, APIC | $ 24,750 | $ 24,750 |
Stock Issuance, SAFE Offering | ||
Shares Issued, SAFE Offering | shares | 500,000 | 500,000 |
Shares Issued, SAFE Offering, Price Per Share | $ / shares | $ 0.10 | $ 0.10 |
Shares Issued, SAFE Offering, Proceeds | $ 50,000 | $ 50,000 |
Shares Issued, SAFE Offering, APIC | 49,500 | 49,500 |
Shares Issued, Conversion of Debt | ||
Shares Issued, Conversion of Debt, Debt | $ 20,000 | $ 20,000 |
Shares Issued, Conversion of Debt | shares | 220,000 | 220,000 |
Shares Issued, Conversion of Debt, Price Per Share | $ / shares | $ 0.10 | $ 0.10 |
Shares Issued, Conversion of Debt, APIC | $ 21,780 | $ 21,780 |
Shares Issued, Conversion of Debt, Accrued Interest | $ 2,000 | $ 2,000 |
Stock Issuance, SAFE Offering | ||
Shares Issued, SAFE Offering | shares | 3,750,000 | 3,750,000 |
Shares Issued, SAFE Offering, Price Per Share | $ / shares | $ 0.10 | $ 0.10 |
Shares Issued, SAFE Offering, Proceeds | $ 375,000 | $ 375,000 |
Shares Issued, SAFE Offering, APIC | $ 371,250 | $ 371,250 |
Shares Issued, Debt Service | ||
Shares Issued, Debt Service | 150,000 | 150,000 |
Shares Issued, Debt Service, Value | $ 15,000 | $ 15,000 |
Shares Issued, Debt Service, APIC | 14,850 | 14,850 |
Convertible Promissory Note | ||
Convertible Promissory Note, Principal | $ 20,000 | 20,000 |
Convertible Promissory Note, Maturity | Aug. 24, 2019 | |
Convertible Promissory Note | ||
Convertible Promissory Note, Principal | $ 111,000 | 111,000 |
Convertible Promissory Note, Maturity | Nov. 27, 2019 | |
Convertible Promissory Note, Proceeds | $ 104,340 | |
Convertible Promissory Note, OID | 6.00% | |
Convertible Promissory Note, Conversion Price | $ / shares | $ 0.12 | |
Convertible Promissory Note, Warrants | shares | 300,000 | |
Convertible Promissory Note, Warrants, Exercise Price | $ / shares | $ 0.15 | |
Convertible Promissory Note, Warrants, Life (Years) | 5 | |
Convertible Promissory Note | ||
Convertible Promissory Note, Principal | $ 260,000 | $ 260,000 |
Convertible Promissory Note, Proceeds | $ 250,000 | |
Convertible Promissory Note, Conversion Price | $ / shares | $ 0.10 | |
Convertible Promissory Note, Warrants | shares | 1,300,000 | |
Convertible Promissory Note, Warrants, Exercise Price | $ / shares | $ 0.20 | |
Convertible Promissory Note, Warrants, Life (Years) | 5 | |
Convertible Promissory Note, OID ($) | $ 10,000 | |
Convertible Promissory Note, Interest Rate | 12.00% | |
Shares Issued, Debt Service | ||
Shares Issued, Debt Service | 150,000 | 150,000 |
Shares Issued, Debt Service, Value | $ 15,000 | $ 15,000 |
Shares Issued, Debt Service, APIC | $ 14,850 | 14,850 |
Convertible Promissory Note | ||
Convertible Promissory Note, Maturity | Apr. 2, 2020 | |
Convertible Promissory Note, Warrants | shares | 300,000 | |
Convertible Promissory Note, Warrants, Exercise Price | $ / shares | $ 0.15 | |
Convertible Promissory Note, Interest Rate | 12.00% | |
Convertible Promissory Note, Principal | $ 214,000 | $ 214,000 |
Convertible Promissory Note, Conversion Price | $ / shares | $ 0.12 | |
Convertible Promissory Note, Conversion Price, Discount | 65.00% | |
Convertible Promissory Note, Warrants, Term (Yrs) | 5 | |
Stock Issuance, Services | ||
Stock Issuance, For Services, Shares | shares | 825,000 | 825,000 |
Stock Issuance, For Services, Value | $ 80,500 | $ 80,500 |
Stock Issuance, For Services, Paid In Capital | $ 79,675 | $ 79,675 |
Employment Agreement, Chief Operating Officer | ||
Employment Agreement, Effective Date | May 15, 2019 | |
Employment Agreement, Term | 2 | |
Employment Agreement, Compensation, Year 1 | $ 250,000 | |
Employment Agreement, Compensation, Year 2 | $ 275,000 | |
Employment Agreement, Stock Award, Shares | shares | 3,000,000 | |
Employment Agreement, Stock Award, Price Per Share | $ / shares | $ 0.001 | |
Employment Agreement, Stock Award, Initial Vesting (Pct) | 25.00% | |
Employment Agreement, Stock Options, Shares | shares | 3,000,000 | |
Employment Agreement, Stock Options, Exercise Price | $ / shares | $ 0.25 | |
Employment Agreement, Stock Options, Term (Yrs) | 5 | |
Employment Agreement, Stock Options, Initial Vesting (Pct) | 25.00% | |
Office Lease | ||
Office Lease, Date | May 1, 2019 | |
Office Lease, Address | 28 West 36th Street, 8th Floor | |
Office Lease, City State Zip | New York, NY 10018 | |
Office Lease, Term (Mos) | 13 | |
Office Lease, Monthly Payment | $ 8,900 | |
Stock Issuance, SAFE Offering | ||
Shares Issued, SAFE Offering | shares | 2,500,000 | 2,500,000 |
Shares Issued, SAFE Offering, Price Per Share | $ / shares | $ 0.10 | $ 0.10 |
Shares Issued, SAFE Offering, Proceeds | $ 250,000 | $ 250,000 |
Shares Issued, SAFE Offering, APIC | $ 247,500 | $ 247,500 |
Stock Issuance, Equity Funding | ||
Stock Issuance, For Cash, Shares | shares | 6,000,000 | |
Stock Issuance, For Cash, Proceeds | $ 500,000 | |
Stock Issuance, For Cash, Paid In Capital | $ 494,000 | |
Senior Secured Notes | ||
Senior Secured Notes, Date | Jul. 5, 2019 | |
Senior Secured Notes, Principal | $ 220,000 | |
Senior Secured Notes, Interest Rate | 8.00% | |
Senior Secured Notes, Days to Maturity | 180 | |
Senior Secured Notes, Shares Issued | shares | 1,200,000 | |
Senior Secured Notes, Shares Issued, Value | $ 190,200 | |
Stock Cancellation | ||
Stock Cancellation, Date | Jul. 17, 2019 | |
Stock Cancellation, Shares | shares | 293,146 | |
Stock Cancellation, Shares, Value | $ 10,289 | |
Debentures Converted To Notes | ||
Senior Secured Notes, Date | Jul. 25, 2019 | |
Senior Secured Notes, Principal | $ 759,446 | |
Senior Secured Notes, Interest Rate | 8.00% | |
Senior Secured Notes, Shares Issued | shares | 1,380,811 | |
Senior Secured Notes, Shares Issued, Value | $ 131,315 | |
Debentures, Principal | 428,132 | |
Debentures, Premiums | 261,604 | |
Debentures, Interest | 68,926 | |
Senior Secured Notes, Payment 1, Amount | $ 126,152 | |
Senior Secured Notes, Payment 1, Date | Dec. 31, 2019 | |
Senior Secured Notes, Payment 2, Amount | $ 300,000 | |
Senior Secured Notes, Payment 2, Date | Dec. 31, 2020 | |
Senior Secured Notes, Payment 3, Date | Dec. 31, 2021 | |
Senior Secured Notes, Warrants Issued | shares | 2,528,413 | |
Senior Secured Notes, Warrants Issued, Term (Yrs) | 5 | |
Senior Secured Notes, Warrants Issued, Exercise Price | $ / shares | $ 0.10461 | |
Private Placement Offering | ||
Private Placement, Maximum Shares | shares | 31,875,000 | 31,875,000 |
Private Placement, Maximum Offering ($) | $ 3,000,000 | $ 3,000,000 |
Private Placement, Warrants, Exercise Price | $ / shares | $ 0.25 | $ 0.25 |
Private Placement, Warrants, Life (Years) | 3 | 3 |
Private Placement, Price Per Share | $ / shares | $ 0.10 | $ 0.10 |
Private Placement, Minimum Offering ($) | $ 2,000,000 | $ 2,000,000 |
Private Placement, Minimum Investment, Shaes | shares | 200,000 | 200,000 |
Private Placement, Minimum Investment ($) | $ 20,000 | $ 20,000 |
Private Placement, SAFE, Proceeds | 1,125,000 | |
Private Placement, SAFE, Proceeds, Executive Officers | $ 375,000 | |
Private Placement, SAFE, Discount | 20.00% | |
Private Placement, Placement Agent | Maxim Group, LLC | |
Private Placement, Placement Fee (Pct) | 7.00% | |
Private Placement, Placement Fee (Pct), Warrants | 7.00% | |
Private Placement, Placement Fee (Pct), Warrants, Exercise Price | $ / shares | $ 0.125 | |
Private Placement, Placement Agent, Shares Issued | shares | 1,000,000 | |
Private Placement, Placement Agent, Shares Issued, Value | $ 71,000 | |
Private Placement, Placement Agent, Shares Issued, Paid in Capital | $ 70,000 | |
Purchase Agreement-GCN | ||
Purchase Agreement. Date | Aug. 28, 2019 | |
Purchase Agreement. Investment, Pct | 19.00% | |
Purchase Agreement. Signature Date | Sep. 6, 2019 | |
Purchase Agreement. Effective Date | Oct. 15, 2019 | |
Purchase Agreement. Share Exchange, PRLX to GCN | shares | 6,666,667 | |
Purchase Agreement. Share Exchange, PRLX to GCN, Value | $ 1,000,000 | |
Purchase Agreement. Share Exchange, GCN to PRLX | shares | 760 |