Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 14, 2020 | Jun. 30, 2019 | |
Details | |||
Registrant CIK | 0001419051 | ||
Fiscal Year End | --12-31 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 000-54554 | ||
Entity Registrant Name | Therapeutic Solutions International, Inc. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 45-1226465 | ||
Entity Address, Address Line One | 4093 Oceanside Boulevard, Suite B | ||
Entity Address, City or Town | Oceanside | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92056 | ||
Entity Address, Address Description | Address of principal executive offices, including zip code | ||
City Area Code | 760 | ||
Local Phone Number | 295-7208 | ||
Phone Fax Number Description | Registrant's telephone number, including area code | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,192,453 | ||
Share Price | $ 0.015 | ||
Entity Common Stock, Shares Outstanding | 1,656,544,305 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 26,410 | $ 22,397 |
Restricted cash | 10,187 | 10,173 |
Accounts receivable | 2,904 | 0 |
Inventory | 5,180 | 0 |
Prepaid expenses and other current assets | 89,379 | 113,521 |
Right-of-use asset | 5,619 | 0 |
Total current assets | 139,679 | 146,091 |
Assets, Noncurrent | 171,322 | 60,840 |
Total assets | 311,001 | 206,931 |
Current liabilities: | ||
Accounts payable | 324,936 | 320,812 |
Accounts payable-related parties | 12,715 | 7,981 |
Accrued expenses and other current liabilities | 505,072 | 717,723 |
Lease liability | 5,619 | 0 |
Convertible notes payable, net of discount of $105,525 and $105,556, at December 31, 2019 and 2018, respectively | 38,475 | 45,784 |
Notes payable-related parties, net | 937,528 | 458,487 |
Derivative Liability, Current | 521,700 | 466,612 |
Total current liabilities | 2,346,045 | 2,017,399 |
Commitments and contingencies | 0 | 0 |
Shareholders' deficit: | ||
Preferred shares | 0 | 0 |
Common shares | 1,614,628 | 1,011,063 |
Additional paid-in capital | 5,183,228 | 4,314,047 |
Accumulated deficit | (8,832,900) | (7,135,578) |
Total shareholders' deficit | (2,035,044) | (1,810,468) |
Total liabilities and shareholders' deficit | $ 311,001 | $ 206,931 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Debt Instrument, Unamortized Discount, Current | $ 105,525 | $ 105,556 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 3,500,000,000 | |
Common Stock, Shares, Issued | 1,614,627,811 | 1,011,063,182 |
Common Stock, Shares, Outstanding | 1,614,627,811 | 1,011,063,182 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Net sales | $ 27,495 | $ 3,484 |
Cost of goods sold | 3,015 | 2,157 |
Gross profit | 24,480 | 1,327 |
Operating Expenses | ||
General and administrative | 70,537 | 408,364 |
Salaries, wages, and related costs | 305,133 | 415,072 |
Stock compensation | 355,000 | 0 |
Consulting fees | 181,374 | 112,877 |
Legal and professional fees | 127,917 | 189,853 |
Research and development | 27,685 | 74,970 |
Total operating expenses | 1,067,646 | 1,201,136 |
Operating Income (Loss) | (1,043,166) | (1,199,809) |
Other income (expense): | ||
Loss on derivative liability | (352,934) | (388,121) |
Change in fair value of derivative liabilities | 49,521 | (37,230) |
Interest expense | (350,743) | (241,752) |
Total other income (expense) | (654,156) | (667,103) |
Net Income (Loss) | $ (1,697,322) | $ (1,866,912) |
Basic and diluted net loss per common share | $ 0 | $ 0 |
Basic and diluted weighted-average common shares outstanding | 1,284,150,496 | 896,851,647 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2017 | $ 806,501 | $ 3,147,811 | $ (5,268,666) | $ (1,314,354) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2017 | 806,501,000 | |||
Stock Issued During Period, Value, Issued for Services | $ 77,500 | 545,750 | 0 | 623,250 |
Stock Issued During Period, Shares, Issued for Services | 77,500,000 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 66,062 | 432,486 | 0 | 498,548 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 66,062,182 | |||
Stock Issued During Period, Value, New Issues | $ 61,000 | 188,000 | 0 | 249,000 |
Stock Issued During Period, Shares, New Issues | 61,000,000 | |||
Beneficial conversion feature on note payable | 0 | |||
Net Income (Loss) | $ 0 | 0 | (1,866,912) | (1,866,912) |
Shares, Outstanding, Ending Balance at Dec. 31, 2018 | 1,011,063,182 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2018 | $ 1,011,063 | 4,314,047 | (7,135,578) | (1,810,468) |
Stock Issued During Period, Value, Issued for Services | $ 200,000 | 268,000 | 0 | 468,000 |
Stock Issued During Period, Shares, Issued for Services | 200,000,000 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 235,562 | 526,702 | 0 | 762,264 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 235,561,296 | |||
Stock Issued During Period, Value, New Issues | $ 72,033 | 4,397 | 0 | 76,430 |
Stock Issued During Period, Shares, New Issues | 72,033,333 | |||
Common stock issued for a license, Value | $ 95,970 | 57,582 | 0 | 153,552 |
Common stock issued for a license, Shares | 95,970,000 | |||
Beneficial conversion feature on note payable | $ 0 | 12,500 | 0 | 12,500 |
Net Income (Loss) | $ 0 | 0 | (1,697,322) | (1,697,322) |
Shares, Outstanding, Ending Balance at Dec. 31, 2019 | 1,614,627,811 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2019 | $ 1,614,628 | $ 5,183,228 | $ (8,832,900) | $ (2,035,044) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ (1,697,322) | $ (1,866,912) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation to consultants | 113,000 | 303,750 |
Stock-based compensation to related parties | 355,000 | 319,500 |
Loss on derivative liabilities | 352,934 | 388,121 |
Change in fair value of derivative liabilities | (49,521) | 37,230 |
Amortization of debt discount | 278,593 | 194,985 |
Patent amortization | 6,591 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,904) | 0 |
Inventory | (5,180) | 1,515 |
Prepaid expenses and other current assets | 60,621 | (112,467) |
Right-of-use asset | (5,619) | (47,086) |
Accounts payable | 4,122 | (22,998) |
Accounts payable - related parties | 4,734 | 7,981 |
Accrued expenses and other current liabilities | 268,618 | 327,209 |
Lease liability | 5,619 | 0 |
Net cash used in operating activities | (310,714) | (469,172) |
Cash flows from financing activities: | ||
Payments on notes payable to related party | (3,689) | (2,460) |
Proceeds from convertible notes payable to related party | 25,000 | 0 |
Payments on convertible notes payable | (33,000) | 0 |
Proceeds from convertible notes payable | 250,000 | 245,000 |
Proceeds from sale of common stock | 76,430 | 249,000 |
Net cash provided by financing activities | 314,741 | 491,540 |
Net increase (decrease) in cash | 4,027 | 22,368 |
Cash and cash equivalents | 32,570 | 10,202 |
Cash and cash equivalents | 36,597 | 32,570 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 21,581 | 4,608 |
Income Taxes Paid | 0 | 1,600 |
Non-cash investing and financing transactions: | ||
Original issuance discount on convertible notes payable | 0 | 27,000 |
Debt discount recorded in connection with derivative liability | 250,000 | 245,000 |
Common stock issued in conversion of convertible notes payable and interest | 762,264 | 498,548 |
Beneficial conversion feature on note payable | 12,500 | 0 |
Common stock issued in payment of license agreement | 153,552 | 0 |
Formalization of accrued salary into related party note | 430,715 | 0 |
Accrued interest added to principal | 35,614 | 0 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 26,410 | 22,397 |
Restricted cash included in other assets | 10,187 | 10,173 |
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ 36,597 | $ 32,570 |
Note 1 - Nature of Business
Note 1 - Nature of Business | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 1 - Nature of Business | Note 1 – Nature of business Therapeutic Solutions International, Inc. (“TSI” or the “Company”) was organized August 6, 2007 under the name Friendly Auto Dealers, Inc., under the laws of the State of Nevada. In the first quarter of 2011 the Company changed its name from Friendly Auto Dealers, Inc. to Therapeutic Solutions International, Inc., and acquired Splint Decisions, Inc., a California corporation. Currently, the Company is focused on immune modulation for the treatment of several specific diseases. Immune modulation refers to the ability to upregulate (make more active) or downregulate (make less active) one’s immune system. Activating one’s immune system is now an accepted method to treat certain cancers, reduce recovery time from viral or bacterial infections and to prevent illness. Additionally, inhibiting one’s immune system is vital for reducing inflammation, autoimmune disorders and allergic reactions. TSI is developing a range of immune-modulatory agents to target certain cancers, improve maternal and fetal health, fight periodontal disease, and for daily health. Nutraceutical Division Cellular Division The stem cell licensed, termed “JadiCell” is unique in that it possesses features of mesenchymal stem cells, however, outperforms these cells in terms of a) enhanced growth factor production; b) augmented ability to secrete exosomes; and c) superior angiogenic and neurogenic ability. Chronic Traumatic Encephalopathy (CTE) is caused by repetitive concussive/sub-concussive hits to the head sustained over a period of years and is often found in football players. The condition is characterized by memory loss, impulsive/erratic behavior, impaired judgment, aggression, depression, and dementia. In many patients with CTE, it is anatomically characterized by brain atrophy, reduced mass of frontal and temporal cortices, and medial temporal lobe. TSOI has previously filed several patents in the area of CTE based on modulating the brain microenvironment to enhance receptivity of regenerative cells such as stem cells. Management does not expect existing cash as of December 31, 2019 or as of March 31, 2020 to be sufficient to fund the Company’s operations for at least twelve months from the issuance date of these financial statements. These financial statements have been prepared on a going concern basis which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2019, the Company has incurred losses totaling $8.8 million since inception, has not yet generated material revenue from operations, and will require additional funds to maintain its operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year after the consolidated financial statements are issued. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months through its existing financial resources and we may also raise additional capital through equity offerings, debt financings, collaborations and/or licensing arrangements. If adequate funds are not available on acceptable terms, we may be required to delay, reduce the scope of, or curtail, our operations. The accompanying consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 2 - Basis of Presentation | Note 2 - Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In the opinion of the Company’s management, the consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Therapeutic Solutions International, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Revenue Recognition The Company recognizes revenue in accordance with ASC 606,”Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, the Company applies the following methodology to recognize revenue: 1) 2) 3) 4) 5) ASC 606 provides that sales revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company generally satisfies performance obligations upon shipment of the product or service to the customer. This is consistent with the time in which the customer obtains control of the product or service. Wholesale policies: Delivery. Purchase Price & Payments. Inspection of Goods & Rejection. Risk of Loss. Retail policies of e-commerce: Returns. Shipping. Out of Stock. 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. Inventories Inventories are stated at lower of cost (using the first-in, first-out method, “FIFO”) or market. Inventories consist of purchased materials and assembly items. Derivative Liabilities A derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts and for hedging activities. As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions in fiscal 2019 and 2018, as disclosed in Note 5, containing certain conversion features that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on our consolidated statement of operations. We recorded derivative liabilities of $521,700 and $466,612 at December 31, 2019 and 2018, respectively. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, prepaids, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2018, the Company has level 3 fair value calculations on derivative liabilities. The table below reflects the results of our Level 3 fair value calculations: The following is the change in derivative liability for the years ended December 31, 2019 and 2018: Balance, December 31, 2017 $ 107,769 Issuance of new derivative liabilities 633,122 Conversions to paid-in capital (311,509) Change in fair market value of derivative liabilities 37,230 Balance, December 31, 2018 466,612 Issuance of new derivative liabilities 602,934 Conversions to paid-in capital (498,325) Change in fair market value of derivative liabilities (49,521) Balance, December 31, 2019 $ 521,700 Use of Estimates Estimates were made relating to valuation allowances, impairment of assets, share-based compensation expense and accruals. Actual results could differ materially from those estimates. Comprehensive Loss Comprehensive loss for the periods reported was comprised solely of the Company’s net loss. Net Loss Per Share Basic loss per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. Since we had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded as their effect would be antidilutive. As of December 31, 2019 and 2018, a total of 181,588,903 and 226,902,346 , Depreciation and Amortization Depreciation is calculated using the straight line method over the estimated useful lives of the assets. Amortization is computed using the straight line method over the term of the agreement. During the years ended December 31, 2019 and 2018, there was no depreciation or amortization expense as all fixed assets have been fully depreciated. Intangible Assets Intangible assets consisted primarily of intellectual properties such as proprietary nutraceutical formulations. Intellectual assets are capitalized in accordance with ASC Topic 350 “Intangibles – Goodwill and Other.” Intangible assets with finite lives are amortized over their respective estimated lives and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. Amortization expense for the years ended December 31, 2019 and 2018 was $6,591 and $0, respectively. Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Research and Development Research and Development costs are expensed as incurred. Research and Development expenses were $27,685 and $74,970 for the years ended December 31, 2019 and 2018, respectively. Income Taxes The Company accounts for income taxes under ASC 740 "Income Taxes," "Accounting for Income Taxes" “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Stock-Based Compensation Compensation expense for stock issued to employees is determined as the fair value of consideration or services received or the fair value of the equity instruments issued, whichever is more reliably measured. The Financial Accounting Standards Board (FASB) issued ASU 2018-07 to expand the scope of Topic 718 to include share-based payments issued to nonemployees. The effective date for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the effective date is fiscal years beginning after December 15, 2019. The Company adopted during the year ended December 31, 2018 for which there was no impact on the consolidated financial statements. Leases On February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. ASU 2016-02 became effective for the Company in the first quarter of 2019 and was adopted on a modified retrospective transition basis for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company recorded a Right-of-use asset and a Lease Liability of $5,619 as of December 31, 2019. Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance improves and clarifies the fair value measurement disclosure requirement of ASC 820. The new disclosure requirements include the changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurement held at the end of the reporting period and the explicit requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The other provisions of ASU 2018-13 also include eliminated and modified disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted, including in an interim period for which financial statements have not been issued or made available for issuance. The Company has evaluated the impact of adoption of this ASU and determined that it will have no significant impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminated certain exceptions and changed guidance on other matters. The exceptions relate to the allocation of income taxes in separate company financial statements, tax accounting for equity method investments and accounting for income taxes when the interim period year-to-date loss exceeds the anticipated full year loss. Changes relate to the accounting for franchise taxes that are income-based and non-income-based, determining if a step up in tax basis is part of a business combination or if it is a separate transaction, when enacted tax law changes should be included in the annual effective tax rate computation, and the allocation of taxes in separate company financial statements to a legal entity that is not subject to income tax. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the potential impact but does not believe there will be an impact of the adoption of this standard on its results of operations, financial position and cash flows and related disclosures. |
Note 3 - Restricted Cash
Note 3 - Restricted Cash | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 3 - Restricted Cash | Note 3 – Restricted cash Included in current assets is a $10,000 certificate of deposit with an annual interest rate of 0.6%. This certificate matures on June 17, 2020, and is used as collateral for a Company credit card, pursuant to a security agreement dated June 20, 2011. |
Note 4 - Prepaid expense and ot
Note 4 - Prepaid expense and other current assets | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 4 - Prepaid expense and other current assets | Note 4 – Prepaid expense and other current assets Prepaid expenses and other current assets consist of the following: December 31, 2019 December 31, 2018 Prepaid consulting $ 88,261 $ 111,655 Insurance - 848 Prepaid costs 1,118 1,018 Total $ 89,379 $ 113,521 |
Note 5 - Fixed assets
Note 5 - Fixed assets | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 5 - Fixed assets | Note 5 – Fixed assets Fixed assets consist of the following: December 31, 2019 December 31, 2018 Computer hardware $ 10,747 $ 10,747 Office furniture and equipment 3,639 3,639 Shipping and other equipment 1,575 1,575 Total 15,961 15,961 Accumulated depreciation (15,961) (15,961) Property and equipment, net $ - $ - Depreciation expense was $0 for December 31, 2019 and 2018. |
Note 6 - Other Assets
Note 6 - Other Assets | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 6 - Other Assets | Note 6 – Other assets Other assets consist of the following: December 31, 2019 December 31, 2018 Prepaid consulting $ 20,238 $ 56,717 Deposit 4,123 4,123 Licenses, net 146,961 - Total $ 171,322 $ 60,840 Prepaid consulting agreements are for one to two years and are expensed monthly over the term of the agreement. The net licenses amount above consists of the following: December 31, 2019 December 31, 2018 License $ 153,552 $ - Accumulated amortization (6,591) - Licenses, net $ 146,961 $ - As of June 1, 2019, we entered into a license agreement, which will be amortized over the life of the Patent. The Patent expires December 31, 2032. The Exclusive Patent License to the Jadi Cell is for use under the designated areas of CTE (Chronic Traumatic Encephalopathy), and TBI (Traumatic Brain Injury). The Jadi Cell is an cGMP grade and Research grade manufactured allogenic mesenchymal stem cells derived from US Patent No.: 9,803,176 B2. Forward looking the Company intends to file an Investigational New Drug Application (IND) for brain injured patients who have been intensively cared for and mechanically ventilated due to covid-19 illness and a second IND for CTE/TBI as well in keeping with the spirit of the licensing agreement to advance the Jadi Cell through to FDA Approval for CTE/TBI. |
Note 7 - Convertible Notes Paya
Note 7 - Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 7 - Convertible Notes Payable | Note 7 – Convertible notes payable On January 3, 2018, February 27, 2018, May 1, 2018, June 5, 2018, July 2, 2018, August 6, 2018, October 3, 2018, November 15, 2018, and December 6, 2018, the Company entered into five $28,000 convertible promissory notes and four $33,000 convertible promissory notes with third parties for which the proceeds were used for operations. The Company received net proceeds of $245,000 and a $27,000 original issuance discount was recorded. The convertible promissory notes incur interest at 12% per annum for which $28,000 plus accrued interest were due on October 15, 2018, November 20, 2018, February 15, 2019, April 15, 2019 and May 30, 2019 and $33,000 plus accrued interest were due March 30, 2019, July 30, 2019, August 30, 2019, and September 30, 2019. The convertible promissory notes were convertible to shares of the Company's common stock 180 days after issuance. The conversion price per share was equal to 55% of the average of the three (3) lowest trading price of the Company's common stock during the fifteen (15) trading days immediately preceding the applicable conversion date. The Company had the option to prepay the convertible notes in the first 180 days from closing subject to prepayment penalties ranging from 120 of 145% of principal balance plus interest, depending upon the date of prepayment. The convertible promissory notes included various default provisions for which the default interest rate increases to 22% per annum with the outstanding principal and accrued interest increasing by 150%. On January 2, 2019, February 7, 2019, March 11, 2019, April 23, 2019, August 28, 2019, October 30, 2019 and December 13, 2019, the Company entered into two $28,000 convertible promissory notes, three $33,000 convertible promissory notes, one $78,000 convertible promissory note and one $38,000 convertible promissory note with a third party for which the proceeds were used for operations. The Company received net proceeds of $250,000 and a $21,000 original issuance discount was recorded. The convertible promissory notes incur interest at 12% per annum for which $28,000 plus accrued interest are due on January 30, 2020 and October 30, 2020 and $33,000 plus accrued interest are/were due October 30, 2019, November 30, 2019 and February 28, 2020 and $78,000 plus accrued interest is due June 30, 2020 and $38,000 plus accrued interest is due June 30, 2020. The convertible promissory notes are convertible to shares of the Company's common stock 180 days after issuance. The conversion price per share is equal to 55% of the average of the three (3) lowest trading prices of the Company's common stock during the fifteen (15) trading days immediately preceding the applicable conversion date. The Company has the option to prepay the convertible notes in the first 180 days from closing subject to prepayment penalties ranging from 120% to 145% of principal balance plus interest, depending upon the date of prepayment. The convertible promissory notes include various default provisions for which the default interest rate increases to 22% per annum with the outstanding principal and accrued interest increasing by 150%. The convertible proissory note dated February 7, 2019 was paid in full on July 26, 2019. The Company was required to reserve at December 31, 2019, a total of 872,670,108 common shares in connection with the promissory notes. Derivative liabilities These convertible promissory notes are convertible into a variable number of shares of common stock for which there is not a floor to the number of common stock we might be required to issue. Based on the requirements of ASC 815 Derivatives and Hedging, the conversion feature represented an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results each reporting period. For the nine notes issued during the year ended December 31, 2018, the Company valued the conversion feature on the date of issuance resulting in initial liability of $633,121. Since the fair value of the derivatives were in excess of the proceeds received of $245,000, a full discount to convertible notes payable and a day one loss on derivative liabilities of $388,121 was recorded during the year ended December 31, 2018. Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.002 to $0.006, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0045 to $0.0220, an expected dividend yield of 0%, expected volatility ranging from 214% to 304%, risk-free interest rates ranging from 1.81% to 2.70%, and an expected term ranging from 0.76 to 0.82 years. During the year ended December 31, 2018, five of the $28,000 convertible notes and one of the $33,000 convertible notes were converted into 63,848,737 shares of common stock. At each conversion date, the Company recalculated the value of the derivative liability associated with the convertible note recording a gain (loss) in connection with the change in fair market value. In addition, the pro-rata portion of the derivative liability as compared to the portion of the convertible note converted was reclassed to additional paid-in capital. During the year ended December 31, 2018, the Company recorded a gain of $165,563 related to the change of fair value of the derivative liability and recorded $311,509 to additional paid-in capital. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.0033 to $0.005 the closing stock price of the Company's common stock on the date of valuation ranging from $0.0028 to $0.02720, an expected dividend yield of 0%, expected volatility ranging from 185% to 277%, risk-free interest rates ranging from 1.81% to 2.70%, and expected terms ranging from 0.07 to 0.75 years. On December 31, 2018, the derivative liabilities on the remaining five convertible notes were revalued at $466,612 resulting in a loss of $202,793 for the year ended December 31, 2018 related to the change in fair value of the derivative liabilities. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: exercise price of $0.002, the closing stock price of the Company's common stock on the date of valuation of $0.0055, an expected dividend yield of 0%, expected volatility ranging from 248% to 279%, risk-free interest rate of 2.63%, and an expected term ranging from 0.29 to 0.75 years. For the seven notes issued during the year ended December 31, 2019, the Company valued the conversion feature on the date of issuance resulting in initial liability of $602,934. Since the fair value of the derivatives were in excess of the proceeds received of $250,000, a full discount to convertible notes payable and a day one loss on derivative liabilities of $352,934 was recorded during the year ended December 31, 2019. Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.001 to $0.003, the closing stock price of the Company's common stock on the date of valuation ranging from $0.002 to $0.009, an expected dividend yield of 0%, expected volatility ranging from 236% to 262%, risk-free interest rates ranging from 1.55% to 2.60%, and an expected term ranging from 0.81 to 1 years. During the year ended December 31, 2019, three of the $28,000 convertible notes and five of the $33,000 convertible notes were converted into 235,561,296 shares of common stock. At each conversion date, the Company recalculated the value of the derivative liability associated with the convertible note recording a gain (loss) in connection with the change in fair market value. In addition, the pro-rata portion of the derivative liability as compared to the portion of the convertible note converted was reclassed to additional paid-in capital. During the year ended December 31, 2019, the Company recorded a gain of $310,347 related to the change of fair value of the derivative liability and recorded $498,324 to additional paid-in capital. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.0004 to $0.002, the closing stock price of the Company's common stock on the date of valuation ranging from $0.001 to $0.009, an expected dividend yield of 0%, expected volatility ranging from 214% to 263%, risk-free interest rates ranging from 1.56% to 2.59%, and expected terms ranging from 0.26 to 0.38 years. On December 31, 2019, the derivative liabilities on the remaining three convertible notes were revalued at $521,700 resulting in a loss of $260,826 for the year ended December 31, 2019 related to the change in fair value of the derivative liabilities. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: exercise price of $0.001, the closing stock price of the Company's common stock on the date of valuation of $0.003, an expected dividend yield of 0%, expected volatility ranging from 245% to 262%, risk-free interest rate of 1.59%, and an expected term ranging from 0.5 to 0.95 years. The Company amortizes the discounts over the term of the convertible promissory notes using the straight line method which is similar to the effective interest method. During the years ended December 31, 2019 and 2018, the Company amortized $278,593 and $194,985 to interest expense, respectively. As of December 31, 2019, discounts of $105,525 remained for which will be amortized through December 2020. |
Note 8 - Notes Payable - Relate
Note 8 - Notes Payable - Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 8 - Notes Payable - Related Parties | Note 8 – Notes payable-related parties Notes payable-related parties consist of: December 31, 2019 December 31, 2018 Note payable – Scientific Advisory Board Member, unsecured, including interest at 10% per annum, with a maturity date of December 31, 2019 18,162 $ 17,015 Three notes payable – Chief Executive Officer, unsecured, including interest at 8%, 10% and 10% per annum, respectively, with maturity date of December 31, 2019 37,671 138,105 One note payable – Chief Executive Officer, unsecured, no interest, paid from a % of revenues 534,700 - Note payable – Chief Financial Officer, unsecured, including interest at 8% per annum, with a maturity date of December 31, 2019 105,600 99,200 Three notes payable – Business Advisory Board Member, unsecured, including interest at 8% and 10% per annum, convertible into common stock at $0.005 and $0.004,respectively, with maturity date of April 20, 2019 246,334 204,167 942,467 458,487 Less debt discount (4,939) - $ 937,528 $ 458,487 |
Note 9 - Related party transact
Note 9 - Related party transactions | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 9 - Related party transactions | Note 9 – Related party transactions As of December 31, 2019 and 2018, the Company had accrued officers’ salary of $439,534 and $663,100, respectively. One of the officers settled with the company for a note payable that is unsecured and doesn’t accrue interest and will be paid as 0.5% of revenues. This decreased accrued officers’ salary. On October 25, 2018, we issued 15,000,000 shares of common stock, valued at $0.0071 each to two officers and one director of the Company under a Restricted Stock Award. On December 12, 2019, we issued 100,000,000 shares of common stock, valued at $0.0013 each to one officer and one director of the Company under a Restricted Stock Award. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 10 - Income Taxes | Note 10 – Income taxes The Company is subject to United States federal and state income taxes at an approximate rate of 30%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: December 31, 2019 December 31, 2018 Expected income tax at statutory rate $ (356,438) $ (391,884) State tax 168 168 Permanent differences 220,501 253,768 Other 6,556 (11,756) Change in valuation allowance 129,213 149,704 Provision for income taxes $ - $ - The significant components of deferred income tax assets and liabilities at December 31, 2019 and 2018 are as follows: December 31, 2019 December 31, 2018 Net operating loss carry-forward $ 1,450,896 $ 1,321,683 Valuation allowance (1,450,896) (1,321,683) Net deferred tax asset $ - $ - The Company has net operating losses carried forward of approximately $5.7 million and $5 million as of December 31, 2019 and 2018, respectively, available to offset taxable income in future years which expire beginning in fiscal 2032. As of and for the years ended December 31, 2019 and 2018, management does not believe the Company has any uncertain tax positions. Accordingly, there are no recognized tax benefits at December 31, 2019 and 2018. The Company is subject to tax in the United States and files tax returns in the U.S. Federal jurisdiction and California state jurisdiction. The Company is subject to U.S. Federal, state and local income tax examinations by tax authorities starting in 2016. The Company currently is not under examination by any tax authority. |
Note 11 - Equity
Note 11 - Equity | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 11 - Equity | Note 11 – Equity Our authorized capital stock consists of an aggregate of 3,505,000,000 shares, comprised of 3,500,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, which may be issued in various series from time to time and the rights, preferences, privileges and restrictions of which shall be established by our board of directors. As of December 31, 2019, we have 1,614,627,811 shares of common stock and no preferred shares issued and outstanding. On January 26, 2018, we issued 2,424,242 shares of common stock for the partial conversion of $8,000 for convertible note dated July 24, 2017. On February 1, 2018, we issued 6,376,471 shares of common stock for the conversion of the balance of $20,000 for convertible note dated July 24, 2017. On February 1, 2018, we issued 5,000,000 shares of common stock, valued at $0.009 per share, for consulting services. On February 1, 2018, we issued 2,500,000 shares of common stock, valued at $0.009 per share, for consulting services. On February 20, 2018, we issued 15,000,000 shares of common stock, valued at $0.004 per share, for an investment in the Company’s Private Placement to a related party. On February 20, 2018, we issued 2,500,000 shares of common stock, valued at $0.0062 per share, for consulting services. On April 14, 2018, we issued 2,500,000 shares of common stock, valued at $0.004 per share, for an investment in the Company’s Private Placement to a related party. On April 14, 2018, we issued 5,000,000 shares of common stock, valued at $0.0057 per share, for consulting services. On April 27, 2018, we issued 3,225,806 shares of common stock for the partial conversion of $8,000 for convertible note dated September 7, 2017. On May 1, 2018, we issued 4,137,931 shares of common stock for the partial conversion of $12,000 for convertible note dated September 7, 2017. On May 2, 2018, we issued 25,000,000 shares of common stock, valued at $0.004 per share, for an investment in the Company’s Private Placement to a related party. On May 21, 2018, we issued 2,742,857 shares of common stock for the partial conversion of $6,000 for convertible note dated September 7, 2017. On June 15, 2018, we issued 8,500,000 shares of common stock, valued at $0.004 per share, for an investment in the Company’s Private Placement. On July 3, 2018, we issued 5,000,000 shares of common stock, valued at $0.004 per share, for an investment in the Company’s Private Placement. On July 9, 2018, we issued 4,166,667 shares of common stock for the partial conversion of $15,000 for convertible note dated January 3, 2018. On July 12, 2018, we issued 4,077,778 shares of common stock for the partial conversion of $13,000 for convertible note dated January 3, 2018. On July 19, 2018, we issued 2,500,000 shares of common stock, valued at $0.015 per share, to a Scientific Advisory Board member for consulting services. On August 7, 2018, we issued 11,000,000 shares of common stock at $0.011 per share, for consulting services. On September 5, 2018, we issued 3,260,870 shares of common stock for the partial conversion of $15,000 for convertible note dated February 27, 2018. On September 10, 2018, we issued 3,262,222 shares of common stock for the partial conversion of $13,000 for convertible note dated February 27, 2018. On September 19, 2018, we issued 5,000,000 shares of common stock, valued at $0.005 per share, for an investment in the Company’s Private Placement. On September 19, 2018, we issued 1,500,000 shares of common stock, valued at $0.01 per share, to a Scientific Advisory Board member for consulting services. On October 25, 2018, we issued 15,000,000 shares of common stock, valued at .0071 each to two officers and one director of the Company under a Restricted Stock Award. On November 15, 2018, we issued 2,500,000 shares of common stock, valued at $0.008 per share, to a Scientific Advisory Board member for consulting services. On November 23, 2018, we issued 3,805,899 shares of common stock for the partial conversion of $12,000 for convertible note dated May 1, 2018. On November 26, 2018, we issued 4,347,826 shares of common stock for the partial conversion of $10,000 for convertible note dated May 1, 2018. On November 28, 2018, we issued 3,657,143 shares of common stock for the partial conversion of $6,000 for convertible note dated May 1, 2018. On December 7, 2018, we issued 8,823,529 shares of common stock for the partial conversion of $15,000 for convertible note dated June 5, 2018. On December 14, 2018, we issued 5,882,353 shares of common stock for the partial conversion of $10,000 for convertible note dated June 5, 2018. On December 17, 2018, we issued 5,870588 shares of common stock for the partial conversion of $8,000 for convertible note dated June 5, 2018. On January 3, 2019, we issued 15,000,000 shares of common stock, valued at $0.0071 each to two officers and one director of the Company under a Restricted Stock Award. On January 3, 2019, we issued 10,000,000 shares of common stock, valued at $0.005 per share, to a Scientific Advisory Board member for consulting services. On January 7, 2019, we issued 7,500,000 shares of common stock for the partial conversion of $12,000 for convertible note dated July 2, 2018. On January 9, 2019, we issued 6,250,000 shares of common stock for the partial conversion of $10,000 for convertible note dated July 2, 2018. On January 9, 2019, we issued 4,800,000 shares of common stock for the partial conversion of $7,680 for convertible note dated July 2, 2018. On February 8, 2019, we issued 8,333,333 shares of common stock for the partial conversion of $10,000 for convertible note dated August 6, 2018. On February 12, 2019, we issued 8,155,556 shares of common stock for the partial conversion of $14,680 for convertible note dated August 6, 2018. On April 15, 2019, we issued 6,000,000 shares of common stock for the partial conversion of $12,000 for convertible note dated October 3, 2018. On April 24, 2019, we issued 11,490,000 shares of common stock for the partial conversion of $22,980 for convertible note dated October 3, 2018. On May 20, 2019, we issued 6,666,667 shares of common stock for the partial conversion of $12,000 for convertible note dated November 15, 2018. On May 24, 2019, we issued 12,766,667 shares of common stock for the partial conversion of $22,980 for convertible note dated November 15, 2018. On June 11, 2019, we issued 21,818,182 shares of common stock for the partial conversion of $24,000 for convertible note dated December 6, 2018. On June 18, 2019, we issued 95,970,000 shares of common stock, valued at $0.0016 per share, for a license. On June 18, 2019, we issued 15,000,000 shares of common stock, valued at $0.0016 per share, to a Scientific Advisory Board member for consulting services. On June 19, 2019, we issued 12,200,000 shares of common stock for the partial conversion of $10,980 for convertible note dated December 6, 2018. On June 28, 2019, we issued 12,000,000 shares of common stock, valued at $0.0015 per share, for an investment in the Company’s Private Placement. On July 8, 2019, we issued 24,590,164 shares of common stock for the partial conversion of $15,000 for convertible note dated January 2, 2019. On July 11, 2019, we issued 32,754,098 shares of common stock for the partial conversion of $19,980 for convertible note dated January 2, 2019. On July 23, 2019, we issued 56,033,333 shares of common stock, valued at $0.0009 per share, for an investment in the Company’s Private Placement. On August 5, 2019, we issued 4,000,000 shares of common stock, valued at $0.002 per share, for an investment in the Company’s Private Placement. On September 12, 2019, we issued 10,000,000 shares of common stock for the partial conversion of $12,000 for convertible note dated March 11, 2019. On September 18, 2019, we issued 10,909,091 shares of common stock for the partial conversion of $12,000 for convertible note dated March 11, 2019. On September 20, 2019, we issued 5,737,374 shares of common stock for the partial conversion of $5,680 for convertible note dated March 11, 2019. On October 29, 2019, we issued 12,345,679 shares of common stock for the partial conversion of $10,000 for convertible note dated April 23, 2019. On October 31, 2019, we issued 18,987,342 shares of common stock for the partial conversion of $15,000 for convertible note dated April 23, 2019. On November 4, 2019, we issued 14,257,143 shares of common stock for the partial conversion of $9,980 for convertible note dated April 23, 2019. On December 12, 2019, we issued 30,000,000 shares of common stock, valued at $0.0013 per share, for consulting services. On December 12, 2019, we issued 100,000,000 shares of common stock, valued at $0.0013 each to one officer and one director of the Company under a Restricted Stock Award. |
Note 12 - Legal proceedings
Note 12 - Legal proceedings | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 12 - Legal proceedings | Note 12 – Legal proceedings From time to time, claims are made against us in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties or injunctions prohibiting us from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods. However, as of the date of this report, management believes the outcome of currently identified potential claims and lawsuits will not have a material adverse effect on our financial condition or results of operations. |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 13 - Commitments and Contingencies | Note 13 – Commitments and Contingencies Effective May 1, 2017, the Company entered into a fourth amendment to a Lease Agreement for property located in Oceanside, CA. The lease consists of approximately 1,700 square feet and the amendment is for a term of 36 months and expires on April 30, 2020. During the year ended December 31, 2019 and 2018, the Company incurred rent expense of $22,494 and $21,774. Future minimum lease payments as of December 31, 2019 are as follows: For the year ending December 31, 2020 $ 7,492 Effective November 8, 2019, the Company entered into a royalty agreement with one of the officers, refer to Note 9. |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
Note 14 - Subsequent Events | Note 14 – Subsequent events On February 3, 2020. we issued a annual convertible note in the amount of $33,000 with an annual interest rate of 12%. On March 1, 2020, the Company entered into a fifth amendment to the lease agreement for property located in Oceanside, CA. The amendment extends the expiration date to April 30, 2023 with escalating monthly payments ranging from $2,024 to $2,153. On March 2, 2020, we issued 8,333,333 shares of common stock for the partial conversion of $10,000 for the convertible note dated August 28, 2019. On March 5, 2020, we filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation to effect an amendment (the “Amendment”) changing the number of authorized shares of our common stock to 3,500,000,000 (and changing the total number of authorized shares of stock to 3,505,000,000). On March 3, 2020, our stockholders acted by way of nonunanimous majority written consent action (pursuant to a solicitation of consents commenced on February 27, 2020, and in lieu of a special meeting of stockholders) to approve the Amendment. The number of shares giving written consent (i.e., voting) in favor of such matter was 927,629,005 (57.45%); no shares were overtly “voted against” the Amendment; and 686,998,806 shares did not participate in the nonunanimous majority written consent action (42.55%). On March 12, 2020, we issued 11,764,706 shares of common stock for the partial conversion of $10,000 for the convertible note dated August 28, 2019. On March 26, 2020, we issued 21,818,182 shares of common stock for the partial conversion of $12,000 for the convertible note dated August 28, 2019. In accordance with ASC 855, the Company has analyzed its operations subsequent to December 31, 2019 through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements. |
Note 2 - Basis of Presentation_
Note 2 - Basis of Presentation: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Therapeutic Solutions International, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Note 2 - Basis of Presentatio_2
Note 2 - Basis of Presentation: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606,”Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, the Company applies the following methodology to recognize revenue: 1) 2) 3) 4) 5) ASC 606 provides that sales revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company generally satisfies performance obligations upon shipment of the product or service to the customer. This is consistent with the time in which the customer obtains control of the product or service. |
Note 2 - Basis of Presentatio_3
Note 2 - Basis of Presentation: Wholesale policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Wholesale policies | Wholesale policies: Delivery. Purchase Price & Payments. Inspection of Goods & Rejection. Risk of Loss. |
Note 2 - Basis of Presentatio_4
Note 2 - Basis of Presentation: Retail policies of e-commerce (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Retail policies of e-commerce | Retail policies of e-commerce: Returns. Shipping. Out of Stock. |
Note 2 - Basis of Presentatio_5
Note 2 - Basis of Presentation: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
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. |
Note 2 - Basis of Presentatio_6
Note 2 - Basis of Presentation: Inventories (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Inventories | Inventories Inventories are stated at lower of cost (using the first-in, first-out method, “FIFO”) or market. Inventories consist of purchased materials and assembly items. |
Note 2 - Basis of Presentatio_7
Note 2 - Basis of Presentation: Derivative Liabilities (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Derivative Liabilities | Derivative Liabilities A derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts and for hedging activities. As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions in fiscal 2019 and 2018, as disclosed in Note 5, containing certain conversion features that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on our consolidated statement of operations. We recorded derivative liabilities of $521,700 and $466,612 at December 31, 2019 and 2018, respectively. |
Note 2 - Basis of Presentatio_8
Note 2 - Basis of Presentation: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, prepaids, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2018, the Company has level 3 fair value calculations on derivative liabilities. The table below reflects the results of our Level 3 fair value calculations: The following is the change in derivative liability for the years ended December 31, 2019 and 2018: Balance, December 31, 2017 $ 107,769 Issuance of new derivative liabilities 633,122 Conversions to paid-in capital (311,509) Change in fair market value of derivative liabilities 37,230 Balance, December 31, 2018 466,612 Issuance of new derivative liabilities 602,934 Conversions to paid-in capital (498,325) Change in fair market value of derivative liabilities (49,521) Balance, December 31, 2019 $ 521,700 |
Note 2 - Basis of Presentatio_9
Note 2 - Basis of Presentation: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Use of Estimates | Use of Estimates Estimates were made relating to valuation allowances, impairment of assets, share-based compensation expense and accruals. Actual results could differ materially from those estimates. |
Note 2 - Basis of Presentati_10
Note 2 - Basis of Presentation: Comprehensive Loss (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Comprehensive Loss | Comprehensive Loss Comprehensive loss for the periods reported was comprised solely of the CompanyÂ’s net loss. |
Note 2 - Basis of Presentati_11
Note 2 - Basis of Presentation: Net Loss Per Share (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Net Loss Per Share | Net Loss Per Share Basic loss per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. Since we had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded as their effect would be antidilutive. As of December 31, 2019 and 2018, a total of 181,588,903 and 226,902,346 , |
Note 2 - Basis of Presentati_12
Note 2 - Basis of Presentation: Depreciation and Amortization (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Depreciation and Amortization | Depreciation and Amortization Depreciation is calculated using the straight line method over the estimated useful lives of the assets. Amortization is computed using the straight line method over the term of the agreement. During the years ended December 31, 2019 and 2018, there was no depreciation or amortization expense as all fixed assets have been fully depreciated. |
Note 2 - Basis of Presentati_13
Note 2 - Basis of Presentation: Intangible Assets (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Intangible Assets | Intangible Assets Intangible assets consisted primarily of intellectual properties such as proprietary nutraceutical formulations. Intellectual assets are capitalized in accordance with ASC Topic 350 “Intangibles – Goodwill and Other.” Intangible assets with finite lives are amortized over their respective estimated lives and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. Amortization expense for the years ended December 31, 2019 and 2018 was $6,591 and $0, respectively. |
Note 2 - Basis of Presentati_14
Note 2 - Basis of Presentation: Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Long-lived Assets | Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. |
Note 2 - Basis of Presentati_15
Note 2 - Basis of Presentation: Research and Development (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Research and Development | Research and Development Research and Development costs are expensed as incurred. Research and Development expenses were $27,685 and $74,970 for the years ended December 31, 2019 and 2018, respectively. |
Note 2 - Basis of Presentati_16
Note 2 - Basis of Presentation: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 "Income Taxes," "Accounting for Income Taxes" “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” |
Note 2 - Basis of Presentati_17
Note 2 - Basis of Presentation: Stock-Based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Stock-Based Compensation | Stock-Based Compensation Compensation expense for stock issued to employees is determined as the fair value of consideration or services received or the fair value of the equity instruments issued, whichever is more reliably measured. The Financial Accounting Standards Board (FASB) issued ASU 2018-07 to expand the scope of Topic 718 to include share-based payments issued to nonemployees. The effective date for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the effective date is fiscal years beginning after December 15, 2019. The Company adopted during the year ended December 31, 2018 for which there was no impact on the consolidated financial statements. |
Note 2 - Basis of Presentati_18
Note 2 - Basis of Presentation: Leases (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Leases | Leases On February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. ASU 2016-02 became effective for the Company in the first quarter of 2019 and was adopted on a modified retrospective transition basis for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company recorded a Right-of-use asset and a Lease Liability of $5,619 as of December 31, 2019. |
Note 2 - Basis of Presentati_19
Note 2 - Basis of Presentation: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance improves and clarifies the fair value measurement disclosure requirement of ASC 820. The new disclosure requirements include the changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurement held at the end of the reporting period and the explicit requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The other provisions of ASU 2018-13 also include eliminated and modified disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted, including in an interim period for which financial statements have not been issued or made available for issuance. The Company has evaluated the impact of adoption of this ASU and determined that it will have no significant impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminated certain exceptions and changed guidance on other matters. The exceptions relate to the allocation of income taxes in separate company financial statements, tax accounting for equity method investments and accounting for income taxes when the interim period year-to-date loss exceeds the anticipated full year loss. Changes relate to the accounting for franchise taxes that are income-based and non-income-based, determining if a step up in tax basis is part of a business combination or if it is a separate transaction, when enacted tax law changes should be included in the annual effective tax rate computation, and the allocation of taxes in separate company financial statements to a legal entity that is not subject to income tax. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the potential impact but does not believe there will be an impact of the adoption of this standard on its results of operations, financial position and cash flows and related disclosures. |
Note 2 - Basis of Presentati_20
Note 2 - Basis of Presentation: Fair Value of Financial Instruments: Schedule of Change in Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Change in Derivative Liability | Balance, December 31, 2017 $ 107,769 Issuance of new derivative liabilities 633,122 Conversions to paid-in capital (311,509) Change in fair market value of derivative liabilities 37,230 Balance, December 31, 2018 466,612 Issuance of new derivative liabilities 602,934 Conversions to paid-in capital (498,325) Change in fair market value of derivative liabilities (49,521) Balance, December 31, 2019 $ 521,700 |
Note 4 - Prepaid expense and _2
Note 4 - Prepaid expense and other current assets: Schedule of Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Prepaid expenses and other current assets | December 31, 2019 December 31, 2018 Prepaid consulting $ 88,261 $ 111,655 Insurance - 848 Prepaid costs 1,118 1,018 Total $ 89,379 $ 113,521 |
Note 5 - Fixed assets_ Property
Note 5 - Fixed assets: Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Property, Plant and Equipment | December 31, 2019 December 31, 2018 Computer hardware $ 10,747 $ 10,747 Office furniture and equipment 3,639 3,639 Shipping and other equipment 1,575 1,575 Total 15,961 15,961 Accumulated depreciation (15,961) (15,961) Property and equipment, net $ - $ - |
Note 6 - Other Assets_ Schedule
Note 6 - Other Assets: Schedule of Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Other Assets | December 31, 2019 December 31, 2018 Prepaid consulting $ 20,238 $ 56,717 Deposit 4,123 4,123 Licenses, net 146,961 - Total $ 171,322 $ 60,840 |
Note 6 - Other Assets_ Schedu_2
Note 6 - Other Assets: Schedule of net licenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of net licenses | December 31, 2019 December 31, 2018 License $ 153,552 $ - Accumulated amortization (6,591) - Licenses, net $ 146,961 $ - |
Note 8 - Notes Payable - Rela_2
Note 8 - Notes Payable - Related Parties: Notes payable, Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Notes payable, Related Parties | December 31, 2019 December 31, 2018 Note payable – Scientific Advisory Board Member, unsecured, including interest at 10% per annum, with a maturity date of December 31, 2019 18,162 $ 17,015 Three notes payable – Chief Executive Officer, unsecured, including interest at 8%, 10% and 10% per annum, respectively, with maturity date of December 31, 2019 37,671 138,105 One note payable – Chief Executive Officer, unsecured, no interest, paid from a % of revenues 534,700 - Note payable – Chief Financial Officer, unsecured, including interest at 8% per annum, with a maturity date of December 31, 2019 105,600 99,200 Three notes payable – Business Advisory Board Member, unsecured, including interest at 8% and 10% per annum, convertible into common stock at $0.005 and $0.004,respectively, with maturity date of April 20, 2019 246,334 204,167 942,467 458,487 Less debt discount (4,939) - $ 937,528 $ 458,487 |
Note 10 - Income Taxes_ Schedul
Note 10 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | December 31, 2019 December 31, 2018 Expected income tax at statutory rate $ (356,438) $ (391,884) State tax 168 168 Permanent differences 220,501 253,768 Other 6,556 (11,756) Change in valuation allowance 129,213 149,704 Provision for income taxes $ - $ - |
Note 10 - Income Taxes_ Sched_2
Note 10 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2019 December 31, 2018 Net operating loss carry-forward $ 1,450,896 $ 1,321,683 Valuation allowance (1,450,896) (1,321,683) Net deferred tax asset $ - $ - |
Note 13 - Commitments and Con_2
Note 13 - Commitments and Contingencies: Schedule of Future Minimum Lease Payments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Future Minimum Lease Payments | For the year ending December 31, 2020 $ 7,492 |
Note 1 - Nature of Business (De
Note 1 - Nature of Business (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Details | |
Entity Incorporation, Date of Incorporation | Aug. 6, 2007 |
Entity Incorporation, State or Country Code | NV |
Note 2 - Basis of Presentati_21
Note 2 - Basis of Presentation: Derivative Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Derivative Liability, Current | $ 521,700 | $ 466,612 |
Note 2 - Basis of Presentati_22
Note 2 - Basis of Presentation: Fair Value of Financial Instruments: Schedule of Change in Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Balance, December 31, 2017 | $ 466,612 | $ 107,769 |
Issuance of new derivative liabilities | 602,934 | 633,122 |
Conversions to paid-in capital | (311,509) | |
Change in fair market value of derivative liabilities | (49,521) | 37,230 |
Balance, December 31, 2018 | 521,700 | $ 466,612 |
Conversions to paid-in capital | $ (498,325) |
Note 2 - Basis of Presentati_23
Note 2 - Basis of Presentation: Net Loss Per Share (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Antidilutive Common Shares Excluded from EPS calculation | 181,588,903 | 226,902,346 |
Note 2 - Basis of Presentati_24
Note 2 - Basis of Presentation: Depreciation and Amortization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Depreciation | $ 0 | $ 0 |
Amortization of Acquisition Costs | $ 0 | $ 0 |
Note 3 - Restricted Cash (Detai
Note 3 - Restricted Cash (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Details | |
Restricted Cash, Current | $ 10,000 |
Restricted Cash, Current, Nature of Restriction, Description | used as collateral for a Company credit card |
Note 4 - Prepaid expense and _3
Note 4 - Prepaid expense and other current assets: Schedule of Prepaid expenses and other current assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Prepaid Consulting | $ 88,261 | $ 111,655 |
Insurance | 0 | 848 |
Prepaid costs | 1,118 | 1,018 |
Prepaid expenses and other current assets | $ 89,379 | $ 113,521 |
Note 5 - Fixed assets_ Proper_2
Note 5 - Fixed assets: Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Computer Equipment | ||
Property, Plant and Equipment, Gross | $ 10,747 | $ 10,747 |
Office Equipment | ||
Property, Plant and Equipment, Gross | 3,639 | 3,639 |
Other Transportation Equipment | ||
Property, Plant and Equipment, Gross | 1,575 | 1,575 |
Property, Plant and Equipment, Gross | 15,961 | 15,961 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (15,961) | (15,961) |
Property, Plant and Equipment, Net | $ 0 | $ 0 |
Note 5 - Fixed assets (Details)
Note 5 - Fixed assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Depreciation | $ 0 | $ 0 |
Note 6 - Other Assets_ Schedu_3
Note 6 - Other Assets: Schedule of Other Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Prepaid Consulting | $ 20,238 | $ 56,717 |
Deposit | 4,123 | 4,123 |
Licenses, net | 146,961 | 0 |
Assets, Noncurrent | $ 171,322 | $ 60,840 |
Note 6 - Other Assets_ Schedu_4
Note 6 - Other Assets: Schedule of net licenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
License | $ 153,552 | $ 0 |
Accumulated amortization | (6,591) | 0 |
Licenses, net | $ 146,961 | $ 0 |
Note 7 - Convertible Notes Pa_2
Note 7 - Convertible Notes Payable (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Jun. 30, 2019$ / shares | |
Share Price | $ 0.015 | ||
Amortization to Interest Expense | $ | $ 278,593 | $ 194,985 | |
Discount Balance remaining to be amortized | $ | $ 105,525 | ||
Conversion feature | |||
Fair Value Assumptions, Expected Dividend Rate | 0 | ||
Conversion feature | Minimum | |||
Fair Value Assumptions, Conversion Price | $ 0.002 | ||
Share Price | $ 0.0045 | ||
Fair Value Assumptions, Expected Volatility Rate | 2.1400 | ||
Fair Value Assumptions, Risk Free Interest Rate | 0.0181 | ||
Fair Value Assumptions, Expected Term | 9 months 4 days | ||
Conversion feature | Maximum | |||
Fair Value Assumptions, Conversion Price | $ 0.006 | ||
Share Price | $ 0.0220 | ||
Fair Value Assumptions, Expected Volatility Rate | 3.0400 | ||
Fair Value Assumptions, Risk Free Interest Rate | 0.0270 | ||
Fair Value Assumptions, Expected Term | 9 months 25 days | ||
Revalued Derivative Liabilities | |||
Fair Value Assumptions, Conversion Price | $ 0.002 | ||
Share Price | $ 0.0055 | ||
Fair Value Assumptions, Expected Dividend Rate | 0 | ||
Fair Value Assumptions, Risk Free Interest Rate | 0.0263 | ||
Revalued Derivative Liabilities | Minimum | |||
Fair Value Assumptions, Expected Volatility Rate | 2.4800 | ||
Fair Value Assumptions, Expected Term | 3 months 14 days | ||
Revalued Derivative Liabilities | Maximum | |||
Fair Value Assumptions, Expected Volatility Rate | 2.7900 | ||
Fair Value Assumptions, Expected Term | 9 months | ||
Convertible Notes #1 | |||
Debt Instrument, Description | Company entered into five $28,000 convertible promissory notes and four $33,000 convertible promissory notes with third parties for which the proceeds were used for operations | ||
Proceeds from Loans | $ | $ 245,000 | ||
Debt Instrument, Unamortized Discount | $ | $ 27,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible to shares of the Company's common stock 180 days after issuance | ||
Convertible Notes #2 | |||
Debt Instrument, Description | Company entered into two $28,000 convertible promissory notes, three $33,000 convertible promissory notes, one $78,000 convertible promissory note and one $38,000 convertible promissory note with a third party for which the proceeds were used for operations | ||
Proceeds from Loans | $ | $ 250,000 | ||
Debt Instrument, Unamortized Discount | $ | $ 21,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible to shares of the Company's common stock 180 days after issuance |
Note 8 - Notes Payable - Rela_3
Note 8 - Notes Payable - Related Parties: Notes payable, Related Parties (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Note payable - Scientific Advisory Board Member, unsecured, including interest at 10% per annum, with a maturity date of December 31, 2018 | ||
Long-term Debt, Gross | $ 18,162 | $ 17,015 |
Three notes payable - Chief Executive Officer, unsecured, including interest at 8%, 10% and 10% per annum, respectively, with maturity dates of December 31, 2018. | ||
Long-term Debt, Gross | 37,671 | 138,105 |
One note payable - Chief Executive Officer, unsecured, no interest, paid from a % of revenues | ||
Long-term Debt, Gross | 534,700 | 0 |
Note payable - Chief Financial Officer, unsecured, including interest at 8% per annum, with a maturity date of December 31, 2018, | ||
Long-term Debt, Gross | 105,600 | 99,200 |
Two notes payable - Business Advisory Board Member, unsecured, including interest at 8% and 10% per annum, convertible into common stock at $0.005 and $0.004, respectively, with maturity dates of April 20, 2018 | ||
Long-term Debt, Gross | 246,334 | 204,167 |
Long-term Debt, Gross | 942,467 | 458,487 |
Less debt discount | (4,939) | 0 |
Long-term Debt, Net | $ 937,528 | $ 458,487 |
Note 9 - Related party transa_2
Note 9 - Related party transactions (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Related Party Transaction #1 | |
Sale of Stock, Transaction Date | Oct. 25, 2018 |
Stock Issued During Period, Shares, New Issues | shares | 15,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.0071 |
Related Party Transaction #2 | |
Sale of Stock, Transaction Date | Dec. 12, 2019 |
Stock Issued During Period, Shares, New Issues | shares | 100,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.0013 |
Note 10 - Income Taxes_ Sched_3
Note 10 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Expected income tax at statutory rate | $ (356,438) | $ (391,884) |
State Tax | 168 | 168 |
Permanent differences | 220,501 | 253,768 |
Other | 6,556 | (11,756) |
Change in valuation allowance | 129,213 | 149,704 |
Provision for income taxes | $ 0 | $ 0 |
Note 10 - Income Taxes_ Sched_4
Note 10 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Net operating loss carry-forward | $ 1,450,896 | $ 1,321,683 |
Valuation allowance | (1,450,896) | (1,321,683) |
Net deferred tax asset | $ 0 | $ 0 |
Note 11 - Equity (Details)
Note 11 - Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Common Stock, Shares Authorized | 3,500,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Shares, Issued | 1,614,627,811 | 1,011,063,182 |
Common Stock, Shares, Outstanding | 1,614,627,811 | 1,011,063,182 |
Preferred Stock, Shares Issued | 0 | |
Preferred Stock, Shares Outstanding | 0 | |
Sale of Stock Transaction 1 | ||
Sale of Stock, Transaction Date | Jan. 26, 2018 | |
Stock Issued During Period, Shares, New Issues | 2,424,242 | |
Stock Issued | $ 8,000 | |
Sale of Stock Transaction 2 | ||
Sale of Stock, Transaction Date | Feb. 1, 2018 | |
Stock Issued During Period, Shares, New Issues | 6,376,471 | |
Stock Issued | $ 20,000 | |
Sale of Stock Transaction 3 | ||
Sale of Stock, Transaction Date | Feb. 1, 2018 | |
Stock Issued During Period, Shares, New Issues | 5,000,000 | |
Sale of Stock, Price Per Share | $ 0.009 | |
Sale of Stock Transaction 4 | ||
Sale of Stock, Transaction Date | Feb. 1, 2018 | |
Stock Issued During Period, Shares, New Issues | 2,500,000 | |
Sale of Stock, Price Per Share | $ 0.009 | |
Sale of Stock Transaction 5 | ||
Sale of Stock, Transaction Date | Feb. 20, 2018 | |
Stock Issued During Period, Shares, New Issues | 15,000,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 6 | ||
Sale of Stock, Transaction Date | Feb. 20, 2018 | |
Stock Issued During Period, Shares, New Issues | 2,500,000 | |
Sale of Stock, Price Per Share | $ 0.0062 | |
Sale of Stock Transaction 7 | ||
Sale of Stock, Transaction Date | Apr. 14, 2018 | |
Stock Issued During Period, Shares, New Issues | 2,500,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 8 | ||
Sale of Stock, Transaction Date | Apr. 14, 2018 | |
Stock Issued During Period, Shares, New Issues | 5,000,000 | |
Sale of Stock, Price Per Share | $ 0.0057 | |
Sale of Stock Transaction 9 | ||
Sale of Stock, Transaction Date | Apr. 27, 2018 | |
Stock Issued During Period, Shares, New Issues | 3,225,806 | |
Stock Issued | $ 8,000 | |
Sale of Stock Transaction 10 | ||
Sale of Stock, Transaction Date | May 1, 2018 | |
Stock Issued During Period, Shares, New Issues | 4,137,931 | |
Stock Issued | $ 12,000 | |
Sale of Stock Transaction 11 | ||
Sale of Stock, Transaction Date | May 2, 2018 | |
Stock Issued During Period, Shares, New Issues | 25,000,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 12 | ||
Sale of Stock, Transaction Date | May 21, 2018 | |
Stock Issued During Period, Shares, New Issues | 2,742,857 | |
Stock Issued | $ 6,000 | |
Sale of Stock Transaction 13 | ||
Sale of Stock, Transaction Date | Jun. 15, 2018 | |
Stock Issued During Period, Shares, New Issues | 8,500,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 14 | ||
Sale of Stock, Transaction Date | Jul. 3, 2018 | |
Stock Issued During Period, Shares, New Issues | 5,000,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 15 | ||
Sale of Stock, Transaction Date | Jul. 9, 2018 | |
Stock Issued During Period, Shares, New Issues | 4,166,667 | |
Stock Issued | $ 15,000 | |
Sale of Stock Transaction 16 | ||
Sale of Stock, Transaction Date | Jul. 12, 2018 | |
Stock Issued During Period, Shares, New Issues | 4,077,778 | |
Stock Issued | $ 13,000 | |
Sale of Stock Transaction 17 | ||
Sale of Stock, Transaction Date | Jul. 19, 2018 | |
Stock Issued During Period, Shares, New Issues | 2,500,000 | |
Sale of Stock, Price Per Share | $ 0.015 | |
Sale of Stock Transaction 18 | ||
Sale of Stock, Transaction Date | Aug. 7, 2018 | |
Stock Issued During Period, Shares, New Issues | 11,000,000 | |
Sale of Stock, Price Per Share | $ 0.011 | |
Sale of Stock Transaction 19 | ||
Sale of Stock, Transaction Date | Sep. 5, 2018 | |
Stock Issued During Period, Shares, New Issues | 3,260,870 | |
Stock Issued | $ 15,000 | |
Sale of Stock Transaction 20 | ||
Sale of Stock, Transaction Date | Sep. 10, 2018 | |
Stock Issued During Period, Shares, New Issues | 3,262,222 | |
Stock Issued | $ 13,000 | |
Sale of Stock Transaction 21 | ||
Sale of Stock, Transaction Date | Sep. 19, 2018 | |
Stock Issued During Period, Shares, New Issues | 5,000,000 | |
Sale of Stock, Price Per Share | $ 0.005 | |
Sale of Stock Transaction 22 | ||
Sale of Stock, Transaction Date | Sep. 19, 2018 | |
Stock Issued During Period, Shares, New Issues | 1,500,000 | |
Sale of Stock, Price Per Share | $ 0.01 | |
Sale of Stock Transaction 23 | ||
Sale of Stock, Transaction Date | Oct. 25, 2018 | |
Stock Issued During Period, Shares, New Issues | 15,000,000 | |
Sale of Stock, Price Per Share | $ 71 | |
Sale of Stock Transaction 24 | ||
Sale of Stock, Transaction Date | Nov. 15, 2018 | |
Stock Issued During Period, Shares, New Issues | 2,500,000 | |
Sale of Stock, Price Per Share | $ 0.008 | |
Sale of Stock Transaction 25 | ||
Sale of Stock, Transaction Date | Nov. 23, 2018 | |
Stock Issued During Period, Shares, New Issues | 3,805,899 | |
Stock Issued | $ 12,000 | |
Sale of Stock Transaction 26 | ||
Sale of Stock, Transaction Date | Nov. 26, 2018 | |
Stock Issued During Period, Shares, New Issues | 4,347,826 | |
Stock Issued | $ 10,000 | |
Sale of Stock Transaction 27 | ||
Sale of Stock, Transaction Date | Nov. 28, 2018 | |
Stock Issued During Period, Shares, New Issues | 3,657,143 | |
Stock Issued | $ 6,000 | |
Sale of Stock Transaction 28 | ||
Sale of Stock, Transaction Date | Dec. 7, 2018 | |
Stock Issued During Period, Shares, New Issues | 8,823,529 | |
Stock Issued | $ 15,000 | |
Sale of Stock Transaction 29 | ||
Sale of Stock, Transaction Date | Dec. 14, 2018 | |
Stock Issued During Period, Shares, New Issues | 5,882,353 | |
Stock Issued | $ 10,000 | |
Sale of Stock Transaction 30 | ||
Sale of Stock, Transaction Date | Dec. 17, 2018 | |
Stock Issued During Period, Shares, New Issues | 5,870,588 | |
Stock Issued | $ 8,000 | |
Sale of Stock Transaction 31 | ||
Sale of Stock, Transaction Date | Jan. 3, 2019 | |
Stock Issued During Period, Shares, New Issues | 15,000,000 | |
Sale of Stock, Price Per Share | $ 0.0071 | |
Sale of Stock Transaction 32 | ||
Sale of Stock, Transaction Date | Jan. 3, 2019 | |
Stock Issued During Period, Shares, New Issues | 10,000,000 | |
Sale of Stock, Price Per Share | $ 0.005 | |
Sale of Stock Transaction 33 | ||
Sale of Stock, Transaction Date | Jan. 7, 2019 | |
Stock Issued During Period, Shares, New Issues | 7,500,000 | |
Stock Issued | $ 12,000 | |
Sale of Stock Transaction 34 | ||
Sale of Stock, Transaction Date | Jan. 9, 2019 | |
Stock Issued During Period, Shares, New Issues | 6,250,000 | |
Stock Issued | $ 10,000 | |
Sale of Stock Transaction 35 | ||
Sale of Stock, Transaction Date | Jan. 9, 2019 | |
Stock Issued During Period, Shares, New Issues | 4,800,000 | |
Stock Issued | $ 7,680 | |
Sale of Stock Transaction 36 | ||
Sale of Stock, Transaction Date | Feb. 8, 2019 | |
Stock Issued During Period, Shares, New Issues | 8,333,333 | |
Stock Issued | $ 10,000 | |
Sale of Stock Transaction 37 | ||
Sale of Stock, Transaction Date | Feb. 12, 2019 | |
Stock Issued During Period, Shares, New Issues | 8,155,556 | |
Stock Issued | $ 14,680 | |
Sale of Stock Transaction 38 | ||
Sale of Stock, Transaction Date | Apr. 15, 2019 | |
Stock Issued During Period, Shares, New Issues | 6,000,000 | |
Stock Issued | $ 12,000 | |
Sale of Stock Transaction 39 | ||
Sale of Stock, Transaction Date | Apr. 24, 2019 | |
Stock Issued During Period, Shares, New Issues | 11,490,000 | |
Stock Issued | $ 22,980 | |
Sale of Stock Transaction 40 | ||
Sale of Stock, Transaction Date | May 20, 2019 | |
Stock Issued During Period, Shares, New Issues | 6,666,667 | |
Stock Issued | $ 12,000 | |
Sale of Stock Transaction 41 | ||
Sale of Stock, Transaction Date | May 24, 2019 | |
Stock Issued During Period, Shares, New Issues | 12,766,667 | |
Stock Issued | $ 22,980 | |
Sale of Stock Transaction 42 | ||
Sale of Stock, Transaction Date | Jun. 11, 2019 | |
Stock Issued During Period, Shares, New Issues | 21,818,182 | |
Stock Issued | $ 24,000 | |
Sale of Stock Transaction 43 | ||
Sale of Stock, Transaction Date | Jun. 18, 2019 | |
Stock Issued During Period, Shares, New Issues | 95,970,000 | |
Sale of Stock, Price Per Share | $ 0.0016 | |
Sale of Stock Transaction 44 | ||
Sale of Stock, Transaction Date | Jun. 18, 2019 | |
Stock Issued During Period, Shares, New Issues | 15,000,000 | |
Sale of Stock, Price Per Share | $ 0.0016 | |
Sale of Stock Transaction 45 | ||
Sale of Stock, Transaction Date | Jun. 19, 2019 | |
Stock Issued During Period, Shares, New Issues | 12,200,000 | |
Stock Issued | $ 10,980 | |
Sale of Stock Transaction 46 | ||
Sale of Stock, Transaction Date | Jun. 28, 2019 | |
Stock Issued During Period, Shares, New Issues | 12,000,000 | |
Sale of Stock, Price Per Share | $ 0.0015 | |
Sale of Stock Transaction 47 | ||
Sale of Stock, Transaction Date | Jul. 8, 2019 | |
Stock Issued During Period, Shares, New Issues | 24,590,164 | |
Stock Issued | $ 15,000 | |
Sale of Stock Transaction 48 | ||
Sale of Stock, Transaction Date | Jul. 11, 2019 | |
Stock Issued During Period, Shares, New Issues | 32,754,098 | |
Stock Issued | $ 19,980 | |
Sale of Stock Transaction 49 | ||
Sale of Stock, Transaction Date | Jul. 23, 2019 | |
Stock Issued During Period, Shares, New Issues | 56,033,333 | |
Sale of Stock, Price Per Share | $ 0.0009 | |
Sale of Stock Transaction 50 | ||
Sale of Stock, Transaction Date | Aug. 5, 2019 | |
Stock Issued During Period, Shares, New Issues | 4,000,000 | |
Sale of Stock, Price Per Share | $ 0.002 | |
Sale of Stock Transaction 51 | ||
Sale of Stock, Transaction Date | Sep. 12, 2019 | |
Stock Issued During Period, Shares, New Issues | 10,000,000 | |
Stock Issued | $ 12,000 | |
Sale of Stock Transaction 52 | ||
Sale of Stock, Transaction Date | Sep. 18, 2019 | |
Stock Issued During Period, Shares, New Issues | 10,909,091 | |
Stock Issued | $ 12,000 | |
Sale of Stock Transaction 53 | ||
Sale of Stock, Transaction Date | Sep. 20, 2019 | |
Stock Issued During Period, Shares, New Issues | 5,737,374 | |
Stock Issued | $ 5,680 | |
Sale of Stock Transaction 54 | ||
Sale of Stock, Transaction Date | Oct. 29, 2019 | |
Stock Issued During Period, Shares, New Issues | 12,345,679 | |
Stock Issued | $ 10,000 | |
Sale of Stock Transaction 55 | ||
Sale of Stock, Transaction Date | Oct. 31, 2019 | |
Stock Issued During Period, Shares, New Issues | 18,987,342 | |
Stock Issued | $ 15,000 | |
Sale of Stock Transaction 56 | ||
Sale of Stock, Transaction Date | Nov. 4, 2019 | |
Stock Issued During Period, Shares, New Issues | 14,257,143 | |
Stock Issued | $ 9,980 | |
Sale of Stock Transaction 57 | ||
Sale of Stock, Transaction Date | Dec. 12, 2019 | |
Stock Issued During Period, Shares, New Issues | 30,000,000 | |
Sale of Stock, Price Per Share | $ 0.0013 | |
Sale of Stock Transaction 58 | ||
Sale of Stock, Transaction Date | Dec. 12, 2019 | |
Stock Issued During Period, Shares, New Issues | 100,000,000 | |
Sale of Stock, Price Per Share | $ 0.0013 |
Note 13 - Commitments and Con_3
Note 13 - Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Payments for Rent | $ 22,494 | $ 21,774 |
Note 13 - Commitments and Con_4
Note 13 - Commitments and Contingencies: Schedule of Future Minimum Lease Payments (Details) | Dec. 31, 2019USD ($) |
Details | |
Operating Leases, Future Minimum Payments, Due in Two Years | $ 7,492 |
Note 14 - Subsequent Events (De
Note 14 - Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
Event 1 | |
Subsequent Event, Date | Feb. 3, 2020 |
Subsequent Event, Description | we issued a annual convertible note |
Debt Instrument, Description | annual convertible note |
Debt Instrument, Face Amount | $ 33,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Event 2 | |
Subsequent Event, Date | Mar. 1, 2020 |
Subsequent Event, Description | Company entered into a fifth amendment to the lease agreement for property located in Oceanside, CA |
Event 3 | |
Subsequent Event, Date | Mar. 2, 2020 |
Subsequent Event, Description | we issued 8,333,333 shares of common stock |
Stock Issued During Period, Shares, New Issues | shares | 8,333,333 |
Stock Issued | $ 10,000 |
Event 4 | |
Subsequent Event, Date | Mar. 5, 2020 |
Subsequent Event, Description | we filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation to effect an amendment (the “Amendment”) changing the number of authorized shares of our common stock |
Event 5 | |
Subsequent Event, Date | Mar. 3, 2020 |
Subsequent Event, Description | our stockholders acted by way of nonunanimous majority written consent action (pursuant to a solicitation of consents commenced on February 27, 2020, and in lieu of a special meeting of stockholders) to approve the Amendment |
Event 6 | |
Subsequent Event, Date | Mar. 12, 2020 |
Subsequent Event, Description | we issued 11,764,706 shares of common stock |
Stock Issued During Period, Shares, New Issues | shares | 11,764,706 |
Stock Issued | $ 10,000 |
Event 7 | |
Subsequent Event, Date | Mar. 26, 2020 |
Subsequent Event, Description | we issued 21,818,182 shares of common stock |
Stock Issued During Period, Shares, New Issues | shares | 21,818,182 |
Stock Issued | $ 12,000 |