Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 11, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Sunshine Biopharma, Inc | |
Entity Central Index Key | 0001402328 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | CO | |
Entity File Number | 000-52898 | |
Entity Common Stock, Shares Outstanding | 480,505,925 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 1,796,596 | $ 989,888 |
Accounts receivable | 0 | 1,916 |
Inventory | 26,660 | 23,771 |
Prepaid expenses | 10,993 | 2,778 |
Deposits | 7,590 | 7,590 |
Total current assets | 1,841,839 | 1,025,943 |
Equipment (net of $54,565 and $51,485 depreciation, respectively) | 16,629 | 19,531 |
Patents (net of $58,918 amortization and $556,120 impairment) | 0 | 0 |
Total assets | 1,858,468 | 1,045,474 |
Current Liabilities: | ||
Notes payable | 521,028 | 820,454 |
Notes payable - related party | 143,661 | 143,661 |
Accounts payable & accrued expenses | 148,564 | 62,870 |
Interest payable | 51,533 | 24,320 |
Total current liabilities | 864,786 | 1,051,305 |
Long-term portion of notes payable | 2,078,071 | 949,006 |
Total liabilities | 2,942,857 | 2,000,311 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, Series B $0.10 par value per share; authorized 1,000,000 shares; issued and outstanding 1,000,000 shares | 100,000 | 100,000 |
Common stock, $0.001 per share; authorized 3,000,000,000 shares; issued and outstanding 465,005,925 and 346,419,296 March 31, 2021 and December 31, 2020, respectively | 465,005 | 346,418 |
Capital paid in excess of par value | 24,759,393 | 18,820,343 |
Accumulated comprehensive income | (4,934) | (2,871) |
Accumulated (deficit) | (26,403,853) | (20,218,727) |
Total shareholders' equity (deficit) | (1,084,389) | (954,837) |
Total liabilities and shareholders' equity (deficit) | $ 1,858,468 | $ 1,045,474 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | ||
Equipment depreciation | $ 54,565 | $ 51,485 |
Patent amortization | 58,918 | 58,918 |
Patent impairment | $ 556,120 | $ 556,120 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Series B preferred stock, par value | $ .10 | $ .10 |
Series B preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series B preferred stock, shares issued | 1,000,000 | 1,000,000 |
Series B preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 465,005,925 | 346,419,296 |
Common stock, shares outstanding | 465,005,925 | 346,419,296 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statement of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Sales | $ 40,058 | $ 11,102 |
Cost of sales | 18,520 | 3,883 |
Gross profit | 21,538 | 7,219 |
General & Administrative Expenses: | ||
Accounting | 41,400 | 0 |
Consulting | 10,893 | 1,724 |
Legal | 7,117 | 19,347 |
Office | 39,686 | 12,129 |
Officer & director remuneration | 1,021,927 | 3,830 |
Patenting fees | 6,193 | 4,377 |
R&D | 166,786 | 0 |
Depreciation | 3,182 | 3,511 |
Total general & administrative expenses | 1,297,184 | 44,918 |
Income (loss) from operations | (1,275,646) | (37,699) |
Other Income (Expense): | ||
Foreign exchange | (14) | 10,896 |
Interest expense | (49,711) | (16,356) |
Debt release | 51,031 | 0 |
Loss on debt conversions | (4,910,786) | (51,100) |
Total other income (expense) | (4,909,480) | (56,560) |
Net income (loss) before income taxes | (6,185,126) | (94,259) |
Provision for income taxes | 0 | 0 |
Net income (loss) | (6,185,126) | (94,259) |
Unrealized loss from foreign exchange translation | (2,063) | (1,341) |
Comprehensive income (loss) | $ (6,187,189) | $ (95,600) |
Basic loss per common share | $ (0.01) | $ (.00) |
Weighted average common shares outstanding | 438,794,543 | 37,590,084 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statement Of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (6,185,126) | $ (94,259) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,182 | 3,830 |
Foreign exchange (gain) loss | 14 | (10,896) |
Stock issued for services | 918,000 | 0 |
Stock issued for payment of interest | 6,851 | 4,486 |
Loss on debt conversion | 4,910,786 | 51,100 |
Debt release | (51,031) | 0 |
(Increase) decrease in accounts receivable | 1,916 | 430 |
(Increase) decrease in inventory | (2,889) | 2,198 |
(Increase) in prepaid expenses | (8,215) | (658) |
Increase (decrease) in accounts payable & accrued expenses | 81,568 | 1,158 |
Increase (decrease) in interest payable | 27,589 | 11,577 |
Net cash flows (used) in operations | (297,355) | (31,034) |
Cash Flows From Investing Activities: | ||
Net cash flows (used) in investing activities | 0 | 0 |
Cash Flows From Financing Activities: | ||
Proceeds from note payable | 1,150,000 | 0 |
Payments of notes payable | (48,000) | 0 |
Net cash flows provided by financing activities | 1,102,000 | 0 |
Cash and cash equivalents at beginning of period | 989,888 | 40,501 |
Net increase (decrease) in cash and cash equivalents | 804,645 | (31,034) |
Foreign currency translation adjustment | 2,063 | 1,341 |
Cash and cash equivalents at end of period | 1,796,596 | 10,808 |
Supplementary Disclosure of Cash Flow Information: | ||
Stock issued for note conversions including interest | 5,139,637 | 122,379 |
Cash paid for interest | 15,271 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statement of Shareholders' Equity - USD ($) | Common Shares | Capital Paid in Excess of Par Value | Preferred Shares | Comprehensive Income | Accumulated Deficit | Total |
Begining balance, shares at Dec. 31, 2019 | 35,319,990 | 500,000 | ||||
Begining balance, amount at Dec. 31, 2019 | $ 35,320 | $ 16,616,426 | $ 50,000 | $ (2,495) | $ (17,434,636) | $ (735,385) |
Common stock issued for the reduction of notes payable and payment of interest, shares | 24,355,427 | |||||
Common stock issued for the reduction of notes payable and payment of interest, amount | $ 24,355 | 98,024 | 122,379 | |||
Net income (loss) | (1,341) | (94,259) | (95,600) | |||
Ending balance, shares at Mar. 31, 2020 | 59,675,417 | 500,000 | ||||
Ending balance, amount at Mar. 31, 2020 | $ 59,675 | 167,144,500 | $ 50,000 | (3,836) | (17,528,895) | (708,606) |
Begining balance, shares at Dec. 31, 2020 | 346,419,296 | 1,000,000 | ||||
Begining balance, amount at Dec. 31, 2020 | $ 346,418 | 18,820,343 | $ 100,000 | (2,871) | (20,218,727) | $ (954,837) |
Common stock issued for the reduction of notes payable and payment of interest, shares | 58,586,629 | 58,586,629 | ||||
Common stock issued for the reduction of notes payable and payment of interest, amount | $ 58,587 | 5,081,050 | $ 5,139,637 | |||
Common stock issued for services, shares | 60,000,000 | 60,000,000 | ||||
Common stock issued for services, amount | $ 60,000 | 858,000 | $ 918,000 | |||
Net income (loss) | (2,063) | (6,185,126) | (6,187,189) | |||
Ending balance, shares at Mar. 31, 2021 | 465,005,925 | 1,000,000 | ||||
Ending balance, amount at Mar. 31, 2021 | $ 465,005 | $ 24,759,393 | $ 100,000 | $ (4,934) | $ (26,403,853) | $ (1,084,389) |
1. Nature of Business and Basis
1. Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. Nature of Business and Basis of Presentation | Sunshine Biopharma, Inc. (the "Company") was originally incorporated under the name Mountain West Business Solutions, Inc. on August 31, 2006 in the State of Colorado. Until October 2009, the Company was operating as a business consultancy firm. Effective October 15, 2009, the Company acquired Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition. Sunshine Biopharma, Inc. was holding an exclusive license to a new anticancer drug bearing the laboratory name, Adva-27a (the “License Agreement”). Upon completion of the reverse acquisition transaction, the Company changed its name to Sunshine Biopharma, Inc. and began operating as a pharmaceutical company focusing on the development of the licensed Adva-27a anticancer drug. In October 2012, the Company published the results of its initial preclinical studies of Adva-27a in the peer-reviewed journal, ANTICANCER RESEARCH. The studies were conducted in collaboration with Binghamton University, a State University of New York, and Ecole Polytechnique, Universite de Montreal. The publication is entitled “Adva-27a, a Novel Podophyllotoxin Derivative Found to Be Effective Against Multidrug Resistant Human Cancer Cells” [ANTICANCER RESEARCH Volume 32, Pages 4423-4432 (2012)]. In July 2014, the Company formed a wholly owned Canadian subsidiary, Sunshine Biopharma Canada Inc. (“Sunshine Canada”) for the purposes of offering generic pharmaceutical products in Canada and elsewhere around the world. Sunshine Canada has recently transitioned its focus to the development and marketing of Science-Based Nutritional Supplements. In December 2015, the Company acquired all worldwide issued (US Patent Number 8,236,935, and 10,272,065) and pending patents under PCT/FR2007/000697 and PCT/CA2014/000029 for the Adva-27a anticancer compound from Advanomics Corporation, a related party, and terminated the License Agreement. In 2016, the remaining value of these patents was impaired. The Company is however continuing development of the Adva-27a anticancer drug covered by these patents. In March 2018, the Company formed NOX Pharmaceuticals, Inc., a wholly owned Colorado corporation and assigned all of the Company’s interest in the Adva27a anticancer drug to that company. NOX Pharmaceuticals Inc.’s mission is to research, develop and commercialize proprietary drugs including Adva-27a. In December 2018, the Company launched its first Science-Based Nutritional Supplements product, Essential-9 tm tm Effective February 1, 2019, the Company completed a 20 to 1 reverse split of its Common Stock, reducing the issued and outstanding shares of Common Stock from 1,713,046,242 to 85,652,400 (the “First Reverse Stock Split”). The Company’s authorized capital of Common Stock remained as previously established at 3,000,000,000 shares. In November 2019, the Company received Health Canada approval for a new Calcium-Vitamin D supplement. Health Canada issued NPN 80093432 through which it authorized the Company to manufacture and sell the new Calcium-Vitamin D supplement under the brand name Essential Calcium-Vitamin- D tm Effective April 6, 2020, the Company completed another 20 to 1 reverse split of its Common Stock, reducing the issued and outstanding shares of Common Stock from 1,193,501,925 to 59,675,417 (the “Second Reverse Stock Split”). The number of Common Shares authorized for issuance remained as previously established at 3,000,000,000 shares. All references to the Company’s Common Stock in this Report, including the Company's financial statements reflect both the First and Second Reverse Stock Split on a retroactive basis. On May 22, 2020, the Company filed a patent application in the United States for a new treatment for Coronavirus infections. The Company’s patent application covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease, Mpro, an enzyme that is essential for viral replication. The patent application has a priority date of May 22, 2020. On April 30, 2021, the Company filed a PCT application containing new research results and extending coverage to include the Coronavirus Papain-Likeprotease, PLpro. The priority date of May 22, 2020 has been maintained in the newly filed PCT application. On June 17, 2020, the Company filed an amendment to its Articles of Incorporation (the “Amendment”) with the State of Colorado, to eliminate the Series “A” Preferred Shares consisting of Eight Hundred and Fifty Thousand (850,000) shares, par value $0.10 per share, and the designation thereof, which shares were returned to the status of undesignated shares of Preferred Stock. In addition, the Amendment increased the number of authorized Series “B” Preferred Shares from Five Hundred Thousand (500,000) to One Million (1,000,000) shares. Also on June 17, 2020, the Company issued Five Hundred Thousand (500,000) shares of Series “B” Preferred Stock in favor of Dr. Steve N. Slilaty, the Company’s CEO, in consideration for the COVID-19 treatment technology he developed. The Series “B” Preferred Stock is non-convertible, non-redeemable, non-retractable and has a superior liquidation value of $0.10 per share. Each share of Series “B” Preferred Stock is entitled to 1,000 votes per share. This issuance brought the total number of Series “B” Preferred Stock held by Dr. Slilaty to 1,000,000 shares. On September 8, 2020, the Company executed a financing agreement with RB Capital Partners, Inc., La Jolla, CA, who has agreed to provide the Company with a minimum of $2 million in convertible debt financing during the ensuing three to six month period pursuant to the terms and conditions included in relevant Promissory Notes (the “Promissory Notes”). The Promissory Notes bear interest at the rate of 5% per annum and are fully convertible into shares of the Company’s Common Stock at a conversion price equal to the market value of the Company’s Common Stock on the applicable conversion date or $0.30 per share, whichever is greater. The Promissory Notes have a maturity date of two years from the date of issuance and must be fully converted on or before the maturity date. The Company has the right to pay off all or any part of the Promissory Notes at any time without penalty. As of March 31, 2021, the Company has received a total of $2,054,000 in funding under this agreement. Effective October 6, 2020, the Company entered into a Research Agreement (the “Agreement”) with the University of Georgia Research Foundation, Inc. (“UGARF”), representing the University of Georgia (“UGA”). The purpose of the Agreement is to memorialize the terms of the Company working together with UGA to conduct the necessary research and development to advance the Company’s Anti-Coronavirus lead compound, SBFM-PL4 (or derivatives thereof) through various stages of preclinical development, animal studies and clinical trials for Coronavirus infections. The Agreement grants the Company an exclusive worldwide license for all of the intellectual property developed by UGA, whether alone or jointly with the Company. On January 26, 2021, the Company received a Notice of Allowances from the Canadian Intellectual Property Office for a new patent application covering Adva-27a. The newly issued patent contains new subject matter and extends the proprietary protection of Adva-27a in Canada until 2033. On February 4, 2021, the Company entered into an exclusive license agreement with the University of Georgia (“UGA”) for two Anti-Coronavirus compounds which UGA had previously developed and patented. The Company and UGA will advance the development of these two compounds in parallel with the Company’s own Anti-Coronavirus compound, SBFM-PL4. On March 1, 2021, the Company launched a new eCommerce website, Nutrition.SushineBiopharma.com. The site offers over 20 Science-Based Nutritional Supplements products ranging from essential amino acids and rich protein powders to balanced vitamins and crucial micronutrients. All of the Company’s Science-Based Nutritional Supplements are manufactured and tested in Canada under GMP conditions. On March 9, 2021, the Company received a Notice of Allowance from the European Patent Office for a new patent application covering Adva-27a. The newly issued patent contains new subject matter and extends the proprietary protection of Adva-27a in Europe until 2033. The equivalent patent in the United States was issued in 2019 (US Patent Number 10,272,065). The Company's financial statements reflect both the First and Second Reverse Stock Split on a retroactive basis and represent the consolidated activity of Sunshine Biopharma, Inc. and its subsidiaries (Sunshine Biopharma Canada Inc. and NOX Pharmaceuticals Inc.) herein collectively referred to as the "Company". Impact of Coronavirus (COVID-19) Pandemic In March 2020, the World Health Organization declared Coronavirus and its associated disease, COVID-19, a global pandemic. Conditions surrounding the Coronavirus outbreak are evolving rapidly and government authorities around the world have implemented emergency measures to mitigate the spread of the virus. The outbreak and related mitigation measures have had and will continue to have a material adverse impact on the world economies and the Company's business activities. It is not possible for the Company to predict the duration or magnitude of the adverse conditions of the outbreak and their effects on the Company’s business or ability to raise funds. No adjustments have been made to the amounts reported in the Company's financial statements as a result of this matter. Basis of Presentation of Unaudited Financial Information The unaudited financial statements of the Company for the three month period ended March 31, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2020 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2021. These financial statements should be read in conjunction with that report. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This guidance removes certain exceptions to the general principles in Topic 740 and provides consistent application of U.S. GAAP by clarifying and amending existing guidance. The effective date of the new guidance for public companies is for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of the updated guidance on its financial statements. |
2. Going Concern and Liquidity
2. Going Concern and Liquidity | 3 Months Ended |
Mar. 31, 2021 | |
Going Concern And Liquidity | |
2. Going Concern and Liquidity | As of March 31, 2021 and December 31, 2020, the Company had $1,796,596 and $989,888 in cash on hand, respectively, and limited revenue-producing business. Additionally, as of March 31, 2021 and December 31, 2020, the outstanding liabilities of the Company totaled $2,942,857 and $2,000,311, respectively. These factors raise substantial doubts about the Company’s ability to continue as a going concern. The consolidated financial statements included in this Report have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Based on past experience, the Company believes that it will be able to raise the necessary capital through debt and equity issuances to fund ongoing operating expenses. The consolidated financial statements included in this Report do not include any adjustments that may result from the outcome of any going concern uncertainty. There is no assurance that these events will be satisfactorily completed. Any issuance of convertible debt or equity securities, if accomplished, could cause substantial dilution to existing stockholders. Any failure by the Company to successfully implement these plans would have a material adverse effect on its business, including the possible inability to continue operations. |
3. Notes Payable
3. Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
3. Notes Payable | The Company’s Notes Payable at March 31, 2021 consisted of the following: A Note Payable dated December 31, 2018 having a Face Value of $136,744 and accruing interest at 12% was due December 31, 2019. On October 1, 2019, the holder of this note requested to convert $30,000 in principal amount into 1,500,000 shares of Common Stock, leaving a principal balance $106,744. On December 31, 2019, the Company renewed the remaining principal balance of this Note, together with accrued interest of $15,509 for a 12-month period. The new Note has a Face Value of $122,253 and accrues interest at 12%. This Note matured on December 31, 2020. On August 27, 2020, the holder of this Note transferred all of its interest therein to a third party and on September 4, 2020, the Company agreed to render the Note convertible at $0.001 per share. Through March 31, 2021, an aggregate principal amount of $111,225 of this Note plus accrued interest of $9,775 was converted into 121,000,000 shares of Common Stock valued at $5,822,600 resulting in a loss of $5,701,600. The remaining principal balance of $11,028 of this Note is currently past due and the Company is in discussion with the holder to extend the due date. On April 17, 2020, the Company’s Canadian subsidiary received a CEBA Loan (Canada Emergency Business Account Loan) from CIBC (Canadian Imperial Bank of Commerce) in the principal amount of $40,000 Canadian ($29,352 US) as part of the Canadian government’s COVID-19 relief program. The CEBA Loan is non-interest bearing if repaid on or before December 31, 2022 (the “Termination Date”). The CEBA Loan is considered repaid in full if the borrower repays 75% of the Principal Amount on or before the Termination Date. If the CEBA Loan is not repaid in full on or before the Termination Date, the lender will automatically extend the term of the loan by three years until December 31, 2025 (the “Extension Period”). During the Extension Period, interest will be charged, and will accrue on the outstanding amount of the CEBA Loan at a fixed rate of 5% per year, calculated daily and compounded monthly. The outstanding balance of the CEBA Loan and all accrued interest will be due at the end of the Extension Period. On April 27, 2020, the Company received a Paycheck Protection Program loan ("PPP Loan") in the principal amount of $50,655 from the US Small Business Administration (“SBA”) as part of the US government’s COVID-19 relief program. This loan accrues interest at the rate of 1% per annum. The Company is obligated to make payments of principal and interest totaling $2,133 each month commencing on November 27, 2020, with any remaining balances due and payable on or before April 27, 2022. The proceeds derived from this loan may only be used for payroll costs, interest on mortgages, rent and utilities (“Admissible Expenses”). In addition, the Paycheck Protection Program provides for conditional loan forgiveness if the Company utilizes at least 75% of the proceeds from the loan to pay Admissible Expenses. On December 15, 2020, the Company applied to the funding bank for forgiveness of this loan per SBA guidance. On December 18, 2020, the Company received notification that the funding bank has approved forgiveness of the loan in its entirety and that it has submitted a request to the SBA for final approval. On February 22, 2021, the funding bank informed the Company that the SBA has fully forgiven the loan. On July 7, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $48,000 with interest accruing at 8% is due July 7, 2021. The Note is convertible after 180 days from issuance into Common Stock at a price 35% below market value. On January 5, 2021, the Company paid off the entire principal balance of this Note, together with accrued interest and prepayment penalties of $15,271 by issuing cash payment of $63,271. On July 27, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $102,000 with interest accruing at 8% is due July 27, 2021. The Note is convertible after 180 days from issuance into Common Stock at a price 30% below market value. On January 29, 2021, the entire principal amount of $102,000 of this Note plus accrued interest of $4,171 was converted into 5,044,456 shares of Common Stock valued at $484,268 resulting in a loss of $378,097. On August 14, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $67,000 with interest accruing at 8% is due August 14, 2021. The Note is convertible after 180 days from issuance into Common Stock at a price 30% below market value. On February 22, 2021, the entire principal amount of $67,000 of this Note plus accrued interest of $2,680 was converted into 542,173 shares of Common Stock valued at $119,169 resulting in a loss of $49,489. On September 14, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $250,000 with interest accruing at 5% is due September 14, 2022. The Note is convertible after 180 days from issuance into Common Stock at a price equal to $0.30 per share. The Company will analyze the conversion feature of the note for a beneficial conversion feature on the commitment date on March 13, 2021 which is 180 days after the issuance date. On September 24, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $50,000 with interest accruing at 5% is due September 24, 2022. The Note is convertible after 180 days from issuance into Common Stock at a price equal to $0.30 per share. The Company will analyze the conversion feature of the note for a beneficial conversion feature on the commitment date on March 23, 2021 which is 180 days after the issuance date. On October 20, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $250,000 with interest accruing at 5% is due October 20, 2022. The Note is convertible after 180 days from issuance into Common Stock at a price equal to $0.30 per share. The Company will analyze the conversion feature of the note for a beneficial conversion feature on the commitment date on April 18, 2021 which is 180 days after the issuance date. On November 19, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $250,000 with interest accruing at 8% is due August 19, 2021. The Note is convertible after 180 days from issuance into Common Stock at a price 35% below market value. The Company will analyze the conversion feature of the note for a beneficial conversion feature on the commitment date on May 18, 2021 which is 180 days after the issuance date. On November 24, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $260,000 with interest accruing at 8% is due November 24, 2021. The Note is convertible after 180 days from issuance into Common Stock at a price 30% below market value. The Company will analyze the conversion feature of the note for a beneficial conversion feature on the commitment date on May 23, 2021 which is 180 days after the issuance date. On November 25, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $250,000 with interest accruing at 5% is due November 25, 2022. The Note is convertible after 180 days from issuance into Common Stock at a price equal to $0.30 per share. The Company will analyze the conversion feature of the note for a beneficial conversion feature on the commitment date on May 24, 2021 which is 180 days after the issuance date. On December 2, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $104,215 with interest accruing at 5% is due December 2, 2022. The Note is convertible after 180 days from issuance into Common Stock at a price equal to $0.30 per share. The Company will analyze the conversion feature of the note for a beneficial conversion feature on the commitment date on May 31, 2021 which is 180 days after the issuance date. On January 12, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $150,000 with interest accruing at 5% is due January 12, 2023. The Note is convertible after 180 days from issuance into Common Stock at a price equal to $0.60 per share. The Company will analyze the conversion feature of the note for a beneficial conversion feature on the commitment date on May 31, 2021 which is 180 days after the issuance date. On January 27, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $300,000 with interest accruing at 5% is due January 27, 2023. The Note is convertible after 180 days from issuance into Common Stock at a price equal to $0.50 per share. The Company will analyze the conversion feature of the note for a beneficial conversion feature on the commitment date on May 31, 2021 which is 180 days after the issuance date. On February 12, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $700,000 with interest accruing at 5% is due February 12, 2023. The Note is convertible after 180 days from issuance into Common Stock at a price equal to $0.60 per share. The Company will analyze the conversion feature of the note for a beneficial conversion feature on the commitment date on May 31, 2021 which is 180 days after the issuance date. At March 31, 2021 and December 31, 2020, total accrued interest on Notes Payable was $51,533 and $24,320, respectively. |
4. Notes Payable - Related Part
4. Notes Payable - Related Party | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
4. Notes Payable - Related Party | Outstanding Notes Payable at March 31, 2021 held by related parties consist of the following: A Note Payable dated December 31, 2019 held by the CEO of the Company having a Face Value of $128,269 and accruing interest at 12% was due December 31, 2020. On December 31, 2020, the Company renewed the Note together with accrued interest of $15,392 for a 12-month period. The new Note has a face Value of $143,661, accrues interest at 12% per annum, and has a maturity date of December 31, 2021. |
5. Shareholders Equity
5. Shareholders Equity | 3 Months Ended |
Mar. 31, 2021 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
5. Shareholders' Equity | During the three months ended March 31, 2021 the Company issued a total of 58,586,629 shares of Common Stock for the conversion of outstanding notes payable, reducing the debt by $222,000 and interest payable by $6,851 and generating a loss on conversion of $4,910,786. In addition, the Company issued 60,000,000 shares of Common Stock valued at $918,000 to its Officers and Directors as compensation for their services to the Company. The Company declared no dividends through March 31, 2021. |
6. Related Party Transactions
6. Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
6. Related Party Transactions | In addition to the related party transaction detailed in Note 4 above, the Company paid its Officers and Directors cash compensation totaling $103,927 and $3,830 for the three months ended March 31, 2021 and 2020, respectively. Of these amounts, $50,000 and $177,000 was paid to Advanomics Corporation (now known as TRT Pharma Inc.), a company controlled by the CEO of the Company, respectively |
7. Subsequent Events
7. Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
7. Subsequent Events | On April 5, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $330,000 with interest accruing at 10%. The Note is convertible after 180 days from issuance into Common Stock at a price 35% below market. On April 20, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $500,000 with interest accruing at 5% is due April 20, 2023. The Note is convertible after 180 days from issuance into Common Stock at a price equal to $0.30 per share. On April 22, 2021, the holder of a Note Payable dated December 31, 2019 elected to convert a total of $11,028 in principal and $4,472 in accrued interest into 15,500,000 shares of Common Stock leaving a principal balance of $-0-. |
1. Nature of Business and Bas_2
1. Nature of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Impact of Coronavirus (COVID-19) Pandemic | In March 2020, the World Health Organization declared Coronavirus and its associated disease, COVID-19, a global pandemic. Conditions surrounding the Coronavirus outbreak are evolving rapidly and government authorities around the world have implemented emergency measures to mitigate the spread of the virus. The outbreak and related mitigation measures have had and will continue to have a material adverse impact on the world economies and the Company's business activities. It is not possible for the Company to predict the duration or magnitude of the adverse conditions of the outbreak and their effects on the Company’s business or ability to raise funds. No adjustments have been made to the amounts reported in the Company's financial statements as a result of this matter. |
Basis of Presentation of Unaudited Financial Information | The unaudited financial statements of the Company for the three month period ended March 31, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2021 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2021. These financial statements should be read in conjunction with that report. |
Recently Issued Accounting Pronouncements | In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This guidance removes certain exceptions to the general principles in Topic 740 and provides consistent application of U.S. GAAP by clarifying and amending existing guidance. The effective date of the new guidance for public companies is for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of the updated guidance on its financial statements. |
2. Going Concern and Liquidity
2. Going Concern and Liquidity (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Going Concern And Liquidity | ||
Cash and cash equivalents | $ 1,796,596 | $ 989,888 |
Outstanding liabilities | $ 2,942,857 | $ 2,000,311 |
3. Notes Payable (Details Narra
3. Notes Payable (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes Payable [Abstract] | ||
Interest accrued | $ 51,533 | $ 24,320 |
4. Notes Payable - Related Pa_2
4. Notes Payable - Related Party (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes Payable [Abstract] | ||
Notes payable - related party | $ 143,661 | $ 143,661 |
5. Shareholders' Equity (Detail
5. Shareholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Common stock issued for the reduction of notes payable and payment of interest, shares | 58,586,629 | |
Common stock issued for the reduction of notes payable and payment of interest, amount | $ 5,139,637 | $ 122,379 |
Loss on debt conversion | $ 4,910,786 | $ 51,100 |
Common stock issued for services, shares | 60,000,000 | |
Common stock issued for services, amount | $ 918,000 |
6. Related Party Transactions (
6. Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Officer & director remuneration | $ 1,021,927 | $ 3,830 |