Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | VIVOS INC | |
Entity Central Index Key | 0001449349 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | true | |
Amendment Description | This Amendment No.1 on Form 10-Q/A (the "Amendment") amends the Quarterly Report on Form 10-Q of Vivos Inc.(the "Company", "our" or "we") for the quarter ended March 31, 2019, originally filed with the Securities and Exchange Commission ("SEC") on May 13, 2019 (the "Original Filing"). We are filing this Amendment to revise disclosures set forth in the Original Filing as they relate to our issued and outstanding shares of Series B Convertible Preferred Stock and our Series C Convertible Preferred Stock. This reclassification has caused no effect on the Company's net loss, loss per share or total equity. Except as described above, no other changes have been made to the Original Filing. Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Filing and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Filing. | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,369,987,688 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 41,789 | $ 5,494 |
Prepaid expenses | 15,530 | 10,992 |
Total Current Assets | 57,319 | 16,486 |
TOTAL ASSETS | 57,319 | 16,486 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 738,267 | 795,129 |
Related party accounts payable | 42,110 | 38,610 |
Accrued interest payable | 62,734 | 59,646 |
Payroll liabilities payable | 20,000 | 11,451 |
Convertible notes payable, net | 54,266 | 53,824 |
Promissory notes payable, net of discount | 77,985 | |
Related party promissory note | 108,000 | |
Total Current Liabilities | 1,103,362 | 958,660 |
Total Liabilities | 1,103,362 | 958,660 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, par value, $0.001, 2,000,000,000 shares authorized, 1,369,987,688 and 1,307,565,888 issued and outstanding, respectively | 1,369,988 | 1,307,566 |
Additional paid in capital - common stock | 59,217,797 | 58,988,019 |
Accumulated deficit | (72,227,394) | (71,991,012) |
Total Stockholders' Deficit | (1,046,043) | (942,174) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 57,319 | 16,486 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock | 2,553 | 2,553 |
Additional paid in capital - preferred stock | 8,870,626 | 8,870,626 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock | 2,061 | 3,306 |
Additional paid in capital - preferred stock | 1,043,048 | 1,876,768 |
Series C Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock | 821 | |
Additional paid in capital - preferred stock | $ 674,457 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 1,369,987,688 | 1,307,565,888 |
Common stock, shares outstanding | 1,369,987,688 | 1,307,565,888 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,552,642 | 2,552,642 |
Preferred stock, shares outstanding | 2,552,642 | 2,552,642 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,060,245 | 3,305,755 |
Preferred stock, shares outstanding | 2,060,245 | 3,305,755 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 821,292 | 0 |
Preferred stock, shares outstanding | 821,292 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Consulting revenues, net | ||
OPERATING EXPENSES | ||
Sales and marketing expenses | 10,000 | |
Professional fees | 166,535 | 70,058 |
Reserved stock units granted | 52,094 | |
Stock based compensation | 3,792 | 23,755 |
Payroll expenses | 30,000 | 78,870 |
Research and development | 23,686 | 32,814 |
General and administrative expenses | 1,190 | 19,103 |
Total Operating Expenses | 225,203 | 286,694 |
OPERATING LOSS | (225,203) | (286,694) |
NON-OPERATING INCOME (EXPENSE) | ||
Interest expense | (11,179) | (632,074) |
Grant income | 17,583 | |
Total Non-Operating Income (Expenses) | (11,179) | (614,491) |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (236,382) | (901,185) |
Provision for income taxes | ||
NET LOSS | $ (236,382) | $ (901,185) |
Net loss per share - basic and diluted | $ 0 | $ (0.01) |
Weighted average common shares outstanding - basic | 1,329,209,964 | 66,514,118 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred [Member] | Additional Paid in Capital - Series A Preferred [Member] | Series B Preferred [Member] | Additional Paid in Capital - Series B Preferred [Member] | Series C Preferred [Member] | Additional Paid in Capital - Series C Preferred [Member] | Common Stock [Member] | Additional Paid in Capital - Common [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 3,779 | $ 13,547,780 | $ 65,695 | $ 46,408,443 | $ (64,288,167) | $ (4,262,470) | ||||
Balance, shares at Dec. 31, 2017 | 3,778,622 | 65,695,213 | ||||||||
Stock issued for: Services | $ 10 | 439 | 449 | |||||||
Stock issued for: Services. shares | 10,000 | |||||||||
Conversion of preferred stock into common stock | $ (575) | (3,236,164) | $ 5,742 | 3,230,997 | ||||||
Conversion of preferred stock into common stock, shares | (574,200) | 5,742,000 | ||||||||
Restricted units vested | $ 620 | (620) | ||||||||
Restricted units vested, shares | 620,000 | |||||||||
Reserved shares for services | 52,094 | 52,094 | ||||||||
Options and warrants issued for services | 23,766 | 23,766 | ||||||||
Net income loss for the period | (901,185) | (901,185) | ||||||||
Balance at Mar. 31, 2018 | $ 3,204 | 10,311,616 | $ 72,067 | 49,715,119 | (65,189,352) | (5,087,346) | ||||
Balance, shares at Mar. 31, 2018 | 3,204,422 | 72,067,213 | ||||||||
Balance at Dec. 31, 2017 | $ 3,779 | 13,547,780 | $ 65,695 | 46,408,443 | (64,288,167) | (4,262,470) | ||||
Balance, shares at Dec. 31, 2017 | 3,778,622 | 65,695,213 | ||||||||
Stock issued for: Services | $ 449 | |||||||||
Stock issued for: Services. shares | 10,000 | |||||||||
Balance at Dec. 31, 2018 | $ 2,553 | 8,870,626 | $ 3,306 | 1,876,768 | $ 1,307,566 | 58,988,019 | (71,991,012) | $ (942,174) | ||
Balance, shares at Dec. 31, 2018 | 2,552,642 | 3,305,755 | 1,307,565,888 | |||||||
Balance at Mar. 31, 2018 | $ 3,204 | 10,311,616 | $ 72,067 | 49,715,119 | (65,189,352) | (5,087,346) | ||||
Balance, shares at Mar. 31, 2018 | 3,204,422 | 72,067,213 | ||||||||
Conversion of preferred stock into common stock | $ (393) | (735,811) | $ 3,925 | 732,279 | ||||||
Conversion of preferred stock into common stock, shares | (392,467) | 3,924,670 | ||||||||
Restricted units vested | $ 620 | (620) | ||||||||
Restricted units vested, shares | 620,000 | |||||||||
Reserved shares for services | 32,801 | 32,801 | ||||||||
Options and warrants issued for services | 21,645 | 21,645 | ||||||||
Stock issued for: Settlement of debt | $ 41,146 | 335,035 | 376,181 | |||||||
Stock issued for: Settlement of debt, shares | 41,146,060 | |||||||||
Net income loss for the period | (6,011,970) | (6,011,970) | ||||||||
Balance at Jun. 30, 2018 | $ 2,811 | 9,575,805 | $ 117,758 | 50,836,259 | (71,201,322) | (10,668,689) | ||||
Balance, shares at Jun. 30, 2018 | 2,811,955 | 117,757,943 | ||||||||
Conversion of preferred stock into common stock | $ (41) | (77,671) | $ 410 | 77,302 | ||||||
Conversion of preferred stock into common stock, shares | (41,016) | 410,160 | ||||||||
Restricted units vested | $ 620 | (620) | ||||||||
Restricted units vested, shares | 620,000 | |||||||||
Reserved shares for services | 19,514 | 19,514 | ||||||||
Stock issued for: Settlement of debt | $ 596,467 | 2,268,013 | 2,864,480 | |||||||
Stock issued for: Settlement of debt, shares | 596,467,144 | |||||||||
Net income loss for the period | (26,912,414) | (26,912,414) | ||||||||
Balance at Sep. 30, 2018 | $ 2,770 | 9,498,134 | $ 715,255 | 53,200,468 | (98,113,736) | (34,697,109) | ||||
Balance, shares at Sep. 30, 2018 | 2,770,939 | 715,255,247 | ||||||||
Conversion of preferred stock into common stock | $ (217) | (627,508) | $ 2,183 | 625,542 | ||||||
Conversion of preferred stock into common stock, shares | (218,297) | 2,182,980 | ||||||||
Restricted units vested | $ 620 | (620) | ||||||||
Restricted units vested, shares | 620,000 | |||||||||
Reserved shares for services | 8,779 | 8,779 | ||||||||
Options and warrants issued for services | 1,279,675 | 1,279,675 | ||||||||
Stock issued for: Settlement of debt | $ 2,996 | 1,542,078 | $ 390,617 | 2,004,630 | 3,940,321 | |||||
Stock issued for: Settlement of debt, shares | 2,995,755 | 390,617,099 | ||||||||
Stock issued for: Cash | $ 110 | 54,890 | $ 136,628 | 546,512 | 738,140 | |||||
Stock issued for: Cash, shares | 110,000 | 136,628,000 | ||||||||
Stock issued for: Accounts payable and accrued expenses | $ 200 | 279,800 | $ 62,263 | 1,323,033 | 1,665,296 | |||||
Stock issued for: Accounts payable and accrued expenses, shares | 200,000 | 62,262,562 | ||||||||
Net income loss for the period | 26,122,724 | 26,122,724 | ||||||||
Balance at Dec. 31, 2018 | $ 2,553 | 8,870,626 | $ 3,306 | 1,876,768 | $ 1,307,566 | 58,988,019 | (71,991,012) | (942,174) | ||
Balance, shares at Dec. 31, 2018 | 2,552,642 | 3,305,755 | 1,307,565,888 | |||||||
Conversion of preferred stock into common stock | $ (524) | (209,163) | $ 52,422 | 157,265 | ||||||
Conversion of preferred stock into common stock, shares | (524,218) | 52,421,800 | ||||||||
Options and warrants issued for services | 3,792 | 3,792 | ||||||||
Stock issued for: Cash | $ 100 | 49,900 | $ 10,000 | 40,000 | 100,000 | |||||
Stock issued for: Cash, shares | 100,000 | 10,000,000 | ||||||||
Conversion of Series B Preferred into Series C Preferred | $ (821) | (674,457) | $ 821 | 674,457 | ||||||
Conversion of Series B Preferred into Series C Preferred, shares | (821,292) | 821,292 | ||||||||
Warrants issued with notes payable (discount) | 28,721 | 28,721 | ||||||||
Net income loss for the period | (236,382) | (236,382) | ||||||||
Balance at Mar. 31, 2019 | $ 2,553 | $ 8,870,626 | $ 2,061 | $ 1,043,048 | $ 821 | $ 674,457 | $ 1,369,988 | $ 59,217,797 | $ (72,227,394) | $ (1,046,043) |
Balance, shares at Mar. 31, 2019 | 2,552,642 | 2,060,245 | 821,292 | 1,369,987,688 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
CASH FLOW FROM OPERTING ACTIVIITES | ||||
Net loss | $ (236,382) | $ 26,122,724 | $ (6,011,970) | $ (901,185) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Amortization of convertible debt discount | 6,706 | 564,865 | ||
Common stock issued for services | 449 | |||
Stock options and warrants for services | 3,792 | 23,755 | ||
Reserved stock units issued for services | 52,094 | |||
Changes in assets and liabilities | ||||
Prepaid expenses and other assets | (4,538) | 6,711 | ||
Accounts payable and accrued expenses | (56,420) | 96,650 | ||
Accounts payable and accrued expenses from related party | 3,500 | (17,309) | ||
Payroll liabilities | 8,549 | 58,450 | ||
Accrued interest | 3,088 | 67,219 | ||
Total adjustments | (35,323) | 852,884 | ||
Net cash used in operating activities | (271,705) | (48,301) | ||
CASH FLOWS FROM FINANCING ACTIVITES | ||||
Proceeds from promissory notes | 100,000 | |||
Proceeds from related party notes payable | 108,000 | |||
Proceeds from sale of preferred stock | 50,000 | |||
Proceeds from sale of common stock | 50,000 | |||
Proceeds from related party and shareholder advances | 40,000 | |||
Net cash provided by financing activities | 308,000 | 40,000 | ||
NET INCREASE (DECREASE) IN CASH | 36,295 | (8,301) | ||
CASH - BEGINNING OF PERIOD | 5,494 | $ 16 | 8,317 | |
CASH - END OF PERIOD | 41,789 | $ 5,494 | 16 | |
CASH PAID DURING THE PERIOD FOR: | ||||
Interest expense | ||||
Income taxes | ||||
SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Conversion of preferred stock into common stock | 209,687 | 3,236,738 | ||
Conversion of convertible preferred B into convertible preferred C | 675,278 | |||
Recognition of debt discount at inception of promissory notes payable | 28,721 | |||
Vesting of restricted stock units | 620 | |||
Reclassification of shareholder advances to convertible notes payable | $ 32,279 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed financial statements of Vivos Inc. (the “ Company In April of 2017, the Company filed a Certificate of Merger with the Delaware Division of Corporations in order to merge the Company’s wholly-owned subsidiary, IsoPet Solutions Corporation, with and into the Company. The Company therefore no longer prepares Consolidated Financial Statements. The Company is a radiation oncology medical device company engaged in the development of its yttrium-90 based brachytherapy device RadioGel™ for the treatment of non-resectable tumors. A prominent team of radiochemists, scientists and engineers, collaborating with strategic partners, including national laboratories, universities and private corporations, lead the Company’s development efforts. The Company’s overall vision is to globally empower physicians, medical researchers and patients by providing them with new isotope technologies that offer safe and effective treatments for cancer. The Company’s current focus is on the development of its RadioGel™ device. RadioGel™ is an injectable particle-gel, for brachytherapy radiation treatment of cancerous tumors in people and animals. RadioGel™ is comprised of a hydrogel, or a substance that is liquid at room temperature and then gels when reaching body temperature after injection into a tumor. In the gel are small, one micron, yttrium-90 phosphate particles (“ Y-90 The Company’s lead brachytherapy products, including RadioGel™, incorporate patented technology developed for Battelle Memorial Institute (“ Battelle Battelle License The Company is currently focusing on obtaining approval from the Food and Drug Administration ( “FDA” In February 2014, the FDA ruled the device as not substantially equivalent due to a lack of a predicate device and it was therefore classified as a Class III device. Class III devices are generally the highest risk devices and are therefore subject to the highest level of regulatory review, control and oversight. Class III devices must typically be approved by the FDA before they are marketed. Class II devices represent lower risk devices than Class III and require fewer regulatory controls to provide reasonable assurance of the device’s safety and effectiveness. In contrast, Class I devices are deemed to be lower risk than Class II or III, and are therefore subject to the least regulatory controls. The Company is currently developing test plans to address issues raised by the FDA in connection with the Company’s previous submissions regarding RadioGel™, including developing specific test plans and specific indication of use. The Company intends to request that the FDA grant approval to re-apply for de novo See also Annual Report IsoPet Solutions The Company’s IsoPet Solutions division was established in May 2016 to focus on the veterinary oncology market, namely engagement of university veterinarian hospital to develop the detailed therapy procedures to treat animal tumors and ultimately use of the technology in private clinics. The Company has worked with three different university veterinarian hospitals on IsoPet ® ® ® Dog A was treated for canine soft tissue sarcoma in June 2018. Response evaluation criteria in solid tumors (“ RECIST Dog C was treated in January 2019. This very large, half-pound, tumor was initially scheduled for therapy in December 2018 but had to be rescheduled due to the hydrogel not meeting our rigid specifications. From this, we learned that frozen hydrogel has a limited shelf life and this allowed us to make the appropriate adjustments to our product specifications. This patient had mild to moderate acute radiation side effects and has SD (stable disease) one-month post treatment. The February follow-up included a CT scan. The mass showed no new growth and measured almost the same as it did at the time of treatment. There is a small region at the bottom of the tumor where the mass seems to be draining. The tumor around the highest dose region appears dead with no blood supply, according to the CT. Dog C was outside of the scope of our criteria as an eligible patient prospect and we deem the patient as likely terminal, however, we treated it for humanitarian reasons and for discovery to determine residual effects of the treatment. Dog D was treated for canine soft tissue sarcoma in February 2019, and we are awaiting a follow-up appointment for an examination of the dog. These animal therapies generate data to assure the private veterinary clinics of the safety and efficacy of IsoPet ® The Company anticipates that future profits, if any, will be derived from direct sales of RadioGel™ (under the name IsoPet ® Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates the Company considers include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets. Actual results could differ from those estimates. Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these financial statements so as to conform to current period classifications. Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Inventory Inventory is reported at the lower of cost or market, determined using the first-in, first-out basis, or net realizable value. All inventories consisted of finished goods. The Company has no inventory for the three-months ended March 31, 2019 and for the year ended December 31, 2018. Fair Value of Financial Instruments Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2019 and December 31, 2018, the balances reported for cash, prepaid expenses, accounts receivable, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification (“ ASC Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company measures certain financial instruments including options and warrants issued during the period at fair value on a recurring basis. Derivative Liabilities The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ ASC 815 The result of this accounting treatment is that the fair value of the derivative instrument is marked-to-market each balance sheet date and with the change in fair value recognized in the statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation than that the related fair value is removed from the books. Gains or losses on debt extinguishment are recognized in the statement of operations upon conversion, exercise or cancellation of a derivative instrument after any shares issued in such a transaction are recorded at market value. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Instruments that become a derivative after inception are recognized as a derivative on the date they become a derivative with the offsetting entry recorded in earnings. The Company determines the fair value of derivative instruments and hybrid instruments, considering all of the rights and obligations of each instrument, based on available market data using a binomial model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk-free rates) necessary to fair value these instruments. For instruments in default with no remaining time to maturity the Company uses a one-year term for their years to maturity estimate unless a sooner conversion date can be estimated or is known. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Fixed Assets Fixed assets are carried at the lower of cost or net realizable value. Production equipment with a cost of $2,500 or greater and other fixed assets with a cost of $1,500 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the following estimated useful lives: Production equipment: 3 to 7 years Office equipment: 2 to 5 years Furniture and fixtures: 2 to 5 years Leasehold improvements and capital lease assets are amortized over the shorter of the life of the lease or the estimated life of the asset. Management of the Company reviews the net carrying value of all of its equipment on an asset by asset basis whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. These reviews consider the net realizable value of each asset, as measured in accordance with the preceding paragraph, to determine whether impairment in value has occurred, and the need for any asset impairment write-down. License Fees License fees are stated at cost, less accumulated amortization. Amortization of license fees is computed using the straight-line method over the estimated economic useful life of the assets. Effective March 2012, the Company entered into an exclusive license agreement with Battelle Memorial Institute regarding the use of its patented RadioGel™ technology. This license agreement originally called for a $17,500 nonrefundable license fee and a royalty based on a percent of gross sales for licensed products sold; the license agreement also contains a minimum royalty amount to be paid each year starting with 2013. The license agreement was most recently amended on December 20, 2018, and pursuant to the amendment the maintenance fee schedule was updated for minimum royalties, as well as the increase in royalties from one percent (1%) to two percent (2%). Future minimum royalties for the years ended December 31 are noted below: Calendar Year Minimum Royalties per Calendar Year 2019 $ 10,000 2020 10,000 2021 25,000 2022 25,000 Total $ 70,000 The Company periodically reviews the carrying values of capitalized license fees and any impairments are recognized when the expected future operating cash flows to be derived from such assets are less than their carrying value. The Company entered into a Letter Amendment #2 with Battelle Memorial Institute on December 20, 2018. as a result of this Amendment, the Company has agreed to revised terms regarding the license fee as indicated in the chart above. $10,000 of this fee due within 1 year relates to the 2018 license fee which was paid in January 2019. The Company also agreed to increase the royalty fee on net sales from 1% to 2%. Amortization is computed using the straight-line method over the estimated useful live of three years. Patents and Intellectual Property While patents are being developed or pending, they are not being amortized. Management has determined that the economic life of the patents to be ten years and amortization, over such 10-year period and on a straight-line basis will begin once the patents have been issued and the Company begins utilization of the patents through production and sales, resulting in revenues. The Company evaluates the recoverability of intangible assets, including patents and intellectual property on a continual basis. Several factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating results and projected and expected undiscounted future cash flows. There have been no such costs in the three-months ended March 31, 2019 and 2018, respectively. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“F ASB ASU Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows. Income from Grants and Deferred Income Government grants are recognized when all conditions of such grants are fulfilled or there is reasonable assurance that they will be fulfilled. The Company has chosen to recognize income from grants as it incurs costs associated with those grants, and until such time as it recognizes the grant as income those funds received will be classified as deferred income on the balance sheet. On December 22, 2017, the Company received notification that Washington State University awarded it $17,500 of grant funds from the sub-award project entitled “ Optimized Injectable Radiogels for High-dose Therapy of Non-Resectable Solid Tumors Loss Per Share The Company accounts for its loss per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings per share. Basic loss per share is computed by dividing loss available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period, and does not include the impact of any potentially dilutive common stock equivalents since the impact would be anti-dilutive. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. For the given periods of loss, of the years ended December 31, 2018 and 2017, the basic earnings per share equals the diluted earnings per share. The following represent common stock equivalents that could be dilutive in the future as of March 31, 2019 and 2018, which include the following: March 31, 2019 December 31, 2018 Convertible debt 17,594 17,594 Preferred stock 313,671,120 356,101,920 Common stock options 90,544,169 90,544,169 Common stock warrants 205,094,772 184,419,772 Total potential dilutive securities 609,327,655 631,083,455 Research and Development Costs Research and developments costs, including salaries, research materials, administrative expenses and contractor fees, are charged to operations as incurred. The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed assets and not treated as an expense in the period acquired. Depreciation of capitalized equipment used to perform research and development is classified as research and development expense in the year computed. The Company incurred $23,686 and $32,814 research and development costs for the three-months ended March 31, 2019, and 2018, respectively, all of which were recorded in the Company’s operating expenses noted on the statements of operations for the three-months then ended. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs. There were no tradeshow expenses incurred and not expensed for the three-months ended March 31, 2019 and 2018, respectively. During the three-months ended March 31, 2019 and 2018, the Company incurred $0 and $10,000, respectively, in advertising and marketing costs. Shipping and Handling Costs Shipping and handling costs are expensed as incurred and included in cost of materials. Contingencies In the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relationships, product liability claims, patent rights, and a variety of other matters. The Company records contingent liabilities resulting from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimated probable losses require analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. See Note 9 – Legal Matters for description of lawsuit filed against the Company on January 28, 2019. In addition, the Company has entered into various agreements that require them to pay certain fees to consultants and/or employees that have been fully accrued for as of March 31, 2019 and 2018. Income Taxes To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The Company files income tax returns in the U.S. federal jurisdiction. The Company did not have any tax expense for the three-months ended March 31, 2019 and 2018. The Company did not have any deferred tax liability or asset on its balance sheet on March 31, 2019 and December 31, 2018. Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Company’s financial statements. For the three-months ended March 31, 2019 and 2018, the Company did not recognize any interest or penalty expense related to income taxes. The Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months. The Tax Cuts and Jobs Act (the “ Act These amounts are provisional and subject to change. The most significant impact of the legislation for the Company was a $3,300,000 reduction of the value of net deferred tax assets (which represent future tax benefits) as a result of lowering the U.S. corporate income tax rate from 35% to 21%. The Act also includes a requirement to pay a one-time transition tax on the cumulative value of earnings and profits that were previously not repatriated for U.S. income tax purposes. The Company has no earnings and profits that were previously not repatriated for U.S. income tax purposes. Stock-Based Compensation The Company recognizes compensation costs to employees under FASB ASC Topic 718, Compensation – Stock Compensation. Under FASB ASC Topic. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation.” The update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718. An entity shall account for the effects of a modification described in ASC paragraphs 718-20-35-3 through 35-9, unless all the following are met: (1) The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The provisions of this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. The Company’s adoption of this guidance on January 1, 2018 did not have a material impact on the Company’s results of operations, financial position and related disclosures. In June 2018, the FASB issued ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The adoption of this standard did not have a material impact on its financial statements. Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates Step 2 from the goodwill impairment test. When an indication of impairment was identified after performing the first step of the goodwill impairment test, Step 2 required that an entity determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) using the same procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under the amendments in ASU No. 2017-04, an entity would perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying value. An entity would recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value. In addition, an entity must consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. A public business entity that is a SEC filer should adopt the amendments in ASU No. 2017-04 for its annual, or any interim, good will impairment tests in fiscal years beginning after December 15, 2019. The Company does not believe the guidance will have a material impact on its financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements,” which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company does not believe the guidance will have a material impact on its financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2: GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has suffered recurring losses and used significant cash in support of its operating activities and the Company’s cash position is not sufficient to support the Company’s operations. Research and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities as well as a series of grants. The Company requires funding of approximately $2.3 million annually to maintain current operating activities. Over the next 12 to 24 months, the Company believes it will cost approximately $5.0 million to $10.0 million to: (1) fund the FDA approval process and initial deployment of the brachytherapy products, and (2) initiate regulatory approval processes outside of the United States. The continued deployment of the brachytherapy products and a worldwide regulatory approval effort will require additional resources and personnel. The principal variables in the timing and amount of spending for the brachytherapy products in the next 12 to 24 months will be the FDA’s classification of the Company’s brachytherapy products as Class II or Class III devices (or otherwise) and any requirements for additional studies which may possibly include clinical studies. Thereafter, the principal variables in the amount of the Company’s spending and its financing requirements would be the timing of any approvals and the nature of the Company’s arrangements with third parties for manufacturing, sales, distribution and licensing of those products and the products’ success in the U.S. and elsewhere. The Company intends to fund its activities through strategic transactions such as licensing and partnership agreements or additional capital raises. Following receipt of required regulatory approvals and financing, in the U.S., the Company intends to outsource material aspects of manufacturing, distribution, sales and marketing. Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships to facilitate its global commercialization strategy. In the longer-term, subject to the Company receiving adequate funding, regulatory approval for RadioGel™ and other brachytherapy products, and thereafter being able to successfully commercialize its brachytherapy products, the Company intends to consider resuming research efforts with respect to other products and technologies intended to help improve the diagnosis and treatment of cancer and other illnesses Based on the Company’s financial history since inception, the Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern. The Company has limited revenue, nominal cash, and has accumulated deficits since inception. If the Company cannot obtain sufficient additional capital, the Company will be required to delay the implementation of its business strategy and may not be able to continue operations. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to seek additional funding to maintain its operations through debt and equity financing and to improve operating performance through a focus on strategic products and increased efficiencies in business processes and improvements to the cost structure. There is no assurance that the Company will be successful in its efforts to raise additional working capital or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 3: FIXED ASSETS Fixed assets consist of the following at March 31, 2019 (unaudited) and December 31, 2018: March 31, 2019 December 31, 2018 Production equipment $ 15,182 $ 15,182 Less accumulated depreciation (15,182 ) (15,182 ) $ - $ - There is no depreciation expense for the above fixed assets for the three months ended March 31, 2019 and 2018, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4: RELATED PARTY TRANSACTIONS Related Party Convertible Notes Payable As of March 31, 2019 (unaudited) and December 31, 2018, the Company had the following related party convertible notes outstanding: March 31, 2019 December 31, 2018 Principal (net) Accrued Interest Principal (net) Accrued Interest March 2017 $332,195 Note, 10% interest, due May 2017 $ - $ - $ - $ - Total Convertible Notes Payable, Net $ - $ - $ - $ - In March 2017, the Company combined Outstanding Notes owed to a director and major stockholder, along with $51,576 of accrued interest payable, into one promissory note (the “ Related Party Note Qualified Financing The Company has outstanding accrued interest in the amount of $1,054 from old related party notes that the principal had been paid off in full. Interest expense for the three-months ended March 31, 2019 and 2018 on the related party convertible notes payable amounted to $0 and $9,463, respectively. Related Party Notes Payable As of March 31, 2019 (unaudited) and December 31, 2018, the Company had the following related partynotes outstanding: March 31, 2019 December 31, 2018 Principal (net) Accrued Interest Principal (net) Accrued Interest January 2019 $60,000 Note, 8% interest, due January 2020 $ 60,000 $ 866 $ - $ - March 2019 $48,000 Note, 8% interest, due March 2020 48,000 42 Total Notes Payable, Net $ 108,000 $ 908 $ - $ - On January 24, 2019 the Company entered into a note payable with a trust related to one of the Company’s directors in the amount of $60,000. The note is for a one-year period maturing January 24, 2020 and bears interest at an annual rate of 8.00%. On March 27, 2019 the Company entered into a note payable with a trust related to one of our directors in the amount of $48,000. The note is for a one-year period maturing March 27, 2020 and bears interest at an annual rate of 8%. Interest expense for these notes for the three-months ended March 31, 2019 and accrued interest at March 31, 2019 is $908. Related Party Payables The Company periodically receives advances for operating funds from related parties or has related parties make payments on the Company’s behalf. As a result of these activities the Company had related party payables of $42,110 and $38,610 as of March 31, 2019 (unaudited) and December 31, 2018, respectively. Preferred and Common Shares Issued to Officers and Directors During 2018, the Company issued 38,662,562 shares of common stock and warrants to purchase shares of common stock totaling 19,331,281 in settlement of accrued compensation valued at $541,276. The warrants were valued at $238,973 and the Company reflected $586,936 as a loss on conversion of debt. During 2018, the Company issued 3,600,000 shares of common stock in settlement of accounts payable and notes payable valued at $50,400. The Company granted 1,800,000 warrants in connection with this transaction and recognized a loss of $35,400 in accordance with this settlement. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 5: CONVERTIBLE NOTES PAYABLE As of March 31, 2019 (unaudited) and December 31, 2018, the Company had the following convertible notes outstanding: March 31, 2019 December 31, 2018 Principal (net) Accrued Interest Principal (net) Accrued Interest July and August 2012 $1,060,000 Notes convertible into common stock at $4.60 per share, 12% interest, due December 2013 and January 2014 $ 45,000 $ 35,931 $ 45,000 34,603 May through October 2015 $605,000 Notes convertible into preferred stock at $1 per share, 8-10% interest, due September 30, 2015 - 17,341 - 17,341 October through December 2015 $613,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016, net of debt discount of $0 and $560,913, respectively - 5,953 - 5,953 January through March 2016 $345,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016 - 696 - 696 Penalties on notes in default 9,266 - 8,824 - Total Convertible Notes Payable, Net $ 54,266 $ 59,921 $ 53,824 $ 58,593 Interest expense for the three-months ended March 31, 2019 and 2018 on the convertible notes payable amounted to $1,328 and $57,757, respectively. The May 2017 notes totaling $3,136,506, $2,419,240 after debt discounts, had a December 2017 due date which was extended to May 2018. The November 2017 Note totaling $166,666, $92,004 after debt discount, included an Investor’s Put Option whereby if the Company’s stock was not listed on the Nasdaq or NYSE by January 31, 2018, the lender had the right to require the Company to repurchase the Note at any time after January 31, 2018 in an amount equal to 130% of the sum of the Principal plus all accrued and unpaid interest. The Investor issued notice February 2, 2018 exercising it’s Put Option and requiring the Company repurchase the Note on April 19, 2018 in the aggregate amount of $228,332. The investor may elect to cancel the repurchase notice at any time prior to receiving the repurchase payment. On October 10, 2018, the Company successfully completed the terms of the Path Forward Agreements The Company entered into a convertible note in the amount of $50,000 in July 2018 with an interest rate of 8%. This note was convertible upon a Company capital raise of at least $500,000. On October 30, 2018, the Company converted this note into 12,000,000 shares of common stock at a conversion rate of $0.014 (total of $60,000 which includes $10,000 of interest and other costs) and recognized a loss on extinguishment of $108,916 on this conversion. |
Promissory Notes Payable
Promissory Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Promissory Notes Payable | NOTE 6: PROMISSORY NOTES PAYABLE As of March 31, 2019 (unaudited) and December 31, 2018, the Company had the following promissory notes outstanding: March 31, 2019 December 31, 2018 Principal (net) Accrued Interest Principal (net) Accrued Interest February 2019, two promissory notes for $50,000 each (total of $100,000), maturing August 2019, at 8.00% interest $ 100,000 $ 852 $ - - Debt discount (22,015 ) - - - Total Promissory Notes Payable, Net $ 77,985 $ 852 $ - $ - The Company issued two separate promissory notes on February 20, 2019 at $50,000 each (total of $100,000) that mature on August 20, 2019 and accrue interest at 8.00% per annum. Interest expense for the three-months ended March 31, 2019 on the promissory notes and accrued at March 31, 2019 amounted to $852. In connection with the promissory notes, the Company issued warrants to purchase 10,000,000 shares of common stock. The Company recorded the relative fair value of the warrants as a debt discount of $28,721 and will amortize the discount over the life of the note (6 months). Amortization of debt discount for the three-months ended March 31, 2019 was $6,706 and is recorded as interest expense on the statement of operations for the three-months ended March 31, 2019. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 7: STOCKHOLDERS’ DEFICIT Common Stock The Company has 2,000,000,000 shares of common stock authorized, with a par value of $0.001, and as of March 31, 2019 and December 31, 2018, the Company has 1,369,987,688 and 1,307,565,888 shares issued and outstanding, respectively. On March 28, 2019, the Company’s board of directors approved a reverse 1-for-8 stock split, and a decrease in the authorized shares from 2,000,000,000 to 950,000,000. The reverse stock split will be completed upon the filing of a Preliminary 14C and Definitive 14C and approval by the SEC and by FINRA. Preferred Stock As of March 31, 2019 and December 31, 2018, the Company has 20,000,000 shares of Preferred stock authorized with a par value of $0.001. The Company’s Board of Directors is authorized to provide for the issuance of shares of preferred stock in one or more series, fix or alter the designations, preferences, rights, qualifications, limitations or restrictions of the shares of each series, including the dividend rights, dividend rates, conversion rights, voting rights, term of redemption including sinking fund provisions, redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of such series without further vote or action by the shareholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of management without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock. The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of common stock, including the loss of voting control to others. On October 8, 2018 the Company created out of the shares of Preferred Stock, par value $0.001 per share, of the Company, as authorized in Article IV of the Company’s Certificate of Incorporation, a series of Preferred Stock of the Company, to be named “Series B Convertible Preferred Stock,” consisting of Five Million (5,000,000) shares. On March 27, 2019 the Company created out of the shares of Preferred Stock, par value $0.001 per share, of the Company, as authorized in Article IV of the Company’s Certificate of Incorporation, a series of Preferred Stock of the Company, to be named “Series C Convertible Preferred Stock,” consisting of Five Million (5,000,000) shares. Series A Convertible Preferred Stock (“Series A Convertible Preferred”) In June 2015, the Series A Certificate of Designation was filed with the Delaware Secretary of State to designate 2.5 million shares of our preferred stock as Series A Convertible Preferred. Effective March 31, 2016, the Company amended the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred of the Registrant, increasing the maximum number of shares of Series A Convertible Preferred from 2,500,000 shares to 5,000,000 shares. The following summarizes the current rights and preferences of the Series A Convertible Preferred: Liquidation Preference Dividends Conversion Series A Conversion Shares In the event the Company completes an equity or equity-based public offering, registered with the SEC, resulting in gross proceeds to the Company totaling at least $5.0 million, all issued and outstanding shares of Series A Convertible Preferred at that time will automatically convert into Series A Conversion Shares. Redemption Voting Rights Liquidation Liquidation Certain Price and Share Adjustments a) Stock Dividends and Stock Splits b) Merger or Reorganization Series B Convertible Preferred Stock (“Series B Convertible Preferred”) In October 2018, the Series B Certificate of Designation was filed with the Delaware Secretary of State to designate 5.0 million shares of our preferred stock as Series B Convertible Preferred. The following summarizes the current rights and preferences of the Series B Convertible Preferred: Liquidation Preference Dividends Conversion Series B Conversion Shares Redemption Voting Rights Liquidation Liquidation Certain Price and Share Adjustments a) Stock Dividends and Stock Splits b) Merger or Reorganization Series C Convertible Preferred Stock (“Series C Convertible Preferred”) In March 2019, the Series C Certificate of Designation was filed with the Delaware Secretary of State to designate 5.0 million shares of our preferred stock as Series C Convertible Preferred. The following summarizes the current rights and preferences of the Series C Convertible Preferred: Liquidation Preference Dividends Conversion Series C Conversion Shares Authorized Share Approval Initial Convertibility Date Conversion Rights Redemption Voting Rights Liquidation Liquidation Certain Price and Share Adjustments a) Stock Dividends and Stock Splits b) Merger or Reorganization Common and Preferred Stock Issuances - 2019 In January 2019, the Company received $100,000 in gross proceeds resulting from the issuance to accredited investors of 10,000,000 shares of common stock, 100,000 shares of Series B Convertible Preferred and warrants to purchase 10,000,000 shares of common stock. The Company issued 52,421,800 shares of common stock in consideration for the conversion of 524,218 shares of Series B Convertible Preferred. The Company issued 821,292 shares of Series C Convertible Preferred in exchange for 821,292 shares of Series B Convertible Preferred. Common and Preferred Stock Issuances - 2018 During 2018, the Company issued 10,000 shares of common stock for services valued at $449. During 2018, the Company issued 1,028,230,303 shares of common stock and 2,995,755 shares of Series B Convertible Preferred in conjunction with the settlement of $3,545,378 worth of convertible debt (both related and non-related) and $506,245 worth of accrued interest (both related and non-related). As part of these conversions, the Company recognized offsets of $4,823,363 for derivative liabilities and recognized a gain on extinguishment of debt of $1,694,005. During 2018, the Company issued 12,259,810 shares of common stock valued at $4,678,380 in exchange for 1,225,981 shares of Series A Convertible Preferred. During 2018, the Company issued 136,628,000 shares of common stock for cash in the amount of $683,140. During 2018, the Company issued 110,000 shares of Series B Convertible Preferred for cash in the amount of $55,000. During 2018, 62,262,562 shares of common stock and 200,000 shares of Series B Convertible Preferred were issued to officers and consultants for accrued compensation as well as to settle accounts payable and shareholder advances made during the year. The value of these shares were $1,665,285. The Company recognized a loss on extinguishment on these issuances of $1,256,972. |
Common Stock Options, Warrants
Common Stock Options, Warrants and Restricted Stock Units | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Options, Warrants and Restricted Stock Units | NOTE 8: COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS Common Stock Options The Company recognizes in the financial statements compensation related to all stock-based awards, including stock options and warrants, based on their estimated grant-date fair value. The Company has estimated expected forfeitures and is recognizing compensation expense only for those awards expected to vest. All compensation is recognized by the time the award vests. The following schedule summarizes the changes in the Company’s stock options: Weighted Weighted Options Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2018 90,544,169 $ 0.14-15.00 6.75 years $ - $ 0.03 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired - $ - - $ - Balance at March 31, 2019 90,544,169 $ 0.14-15.00 6.50 years $ - $ 0.03 Exercisable at March 31, 2019 90,544,169 $ 0.14-15.00 6.50 years $ - $ 0.03 During the three months ended March 31, 2019 and 2018, the Company recognized $0 and $23,755 worth of stock based compensation related to the vesting of its stock options. Common Stock Warrants The following schedule summarizes the changes in the Company’s stock warrants: Weighted Weighted Warrants Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2018 184,419,772 $ 0.01-10 .00 1.77 years $ - $ 0.01 Warrants granted 20,675,000 $ 0.005 -0.01 - $ 0.01 Warrants exercised - $ - - $ Warrants expired/cancelled - $ - - $ Balance at March 31, 2019 205,094,772 $ 0.01 –10.00 1.56 years $ - $ 0.01 Exercisable at March 31, 2019 205,094,772 $ 0.01-10.00 1.56 years $ - $ 0.01 For the three months ended March 31, 2019, the Company granted 10,000,000 warrants in the issuance of common and preferred shares issued for cash to accredited investors, 10,000,000 warrants in the issuance of promissory notes (recorded as a debt discount valued at $28,721), and 675,000 warrants issued for consulting services valued at $3,792. Restricted Stock Units The following schedule summarizes the changes in the Company’s restricted stock units: Weighted Number Average Of Grant Date Shares Fair Value Balance at December 31, 2018 2,100,000 $ 0.07 RSU’s granted - $ - RSU’s vested - $ - RSU’s forfeited - $ - Balance at March 31, 2019 2,100,000 $ 0.07 During the three months ended March 31. 2019 and 2018, the Company recognized $0 and $52,094 worth of expense related to the vesting of its RSU’s. As of March 31, 2019, the Company had $155,400 worth of expense yet to be recognized for RSU’s not yet vested. |
Legal Matters
Legal Matters | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | NOTE 9: LEGAL MATTERS On January 28, 2019, James Katzaroff, (“ Plaintiff Release Complaint |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10: SUBSEQUENT EVENTS On April 29, 2019 the Company entered into a note payable with a trust related to one of our directors in the amount of $29,000. The note is for a one-year period maturing April 29, 2020 and bears interest at an annual rate of 8%. The Company has evaluated subsequent events through the date of this filing pursuant to ASC Topic 855 and has determined that, except as disclosed herein, there are no additional subsequent events to disclose. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates the Company considers include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets. Actual results could differ from those estimates. |
Financial Statement Reclassification | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these financial statements so as to conform to current period classifications. |
Cash Equivalents | Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. |
Inventory | Inventory Inventory is reported at the lower of cost or market, determined using the first-in, first-out basis, or net realizable value. All inventories consisted of finished goods. The Company has no inventory for the three-months ended March 31, 2019 and for the year ended December 31, 2018. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2019 and December 31, 2018, the balances reported for cash, prepaid expenses, accounts receivable, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification (“ ASC Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company measures certain financial instruments including options and warrants issued during the period at fair value on a recurring basis. |
Derivative Liabilities | Derivative Liabilities The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ ASC 815 The result of this accounting treatment is that the fair value of the derivative instrument is marked-to-market each balance sheet date and with the change in fair value recognized in the statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation than that the related fair value is removed from the books. Gains or losses on debt extinguishment are recognized in the statement of operations upon conversion, exercise or cancellation of a derivative instrument after any shares issued in such a transaction are recorded at market value. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Instruments that become a derivative after inception are recognized as a derivative on the date they become a derivative with the offsetting entry recorded in earnings. The Company determines the fair value of derivative instruments and hybrid instruments, considering all of the rights and obligations of each instrument, based on available market data using a binomial model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk-free rates) necessary to fair value these instruments. For instruments in default with no remaining time to maturity the Company uses a one-year term for their years to maturity estimate unless a sooner conversion date can be estimated or is known. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. |
Fixed Assets | Fixed Assets Fixed assets are carried at the lower of cost or net realizable value. Production equipment with a cost of $2,500 or greater and other fixed assets with a cost of $1,500 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the following estimated useful lives: Production equipment: 3 to 7 years Office equipment: 2 to 5 years Furniture and fixtures: 2 to 5 years Leasehold improvements and capital lease assets are amortized over the shorter of the life of the lease or the estimated life of the asset. Management of the Company reviews the net carrying value of all of its equipment on an asset by asset basis whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. These reviews consider the net realizable value of each asset, as measured in accordance with the preceding paragraph, to determine whether impairment in value has occurred, and the need for any asset impairment write-down. |
License Fees | License Fees License fees are stated at cost, less accumulated amortization. Amortization of license fees is computed using the straight-line method over the estimated economic useful life of the assets. Effective March 2012, the Company entered into an exclusive license agreement with Battelle Memorial Institute regarding the use of its patented RadioGel™ technology. This license agreement originally called for a $17,500 nonrefundable license fee and a royalty based on a percent of gross sales for licensed products sold; the license agreement also contains a minimum royalty amount to be paid each year starting with 2013. The license agreement was most recently amended on December 20, 2018, and pursuant to the amendment the maintenance fee schedule was updated for minimum royalties, as well as the increase in royalties from one percent (1%) to two percent (2%). Future minimum royalties for the years ended December 31 are noted below: Calendar Year Minimum Royalties per Calendar Year 2019 $ 10,000 2020 10,000 2021 25,000 2022 25,000 Total $ 70,000 The Company periodically reviews the carrying values of capitalized license fees and any impairments are recognized when the expected future operating cash flows to be derived from such assets are less than their carrying value. The Company entered into a Letter Amendment #2 with Battelle Memorial Institute on December 20, 2018. as a result of this Amendment, the Company has agreed to revised terms regarding the license fee as indicated in the chart above. $10,000 of this fee due within 1 year relates to the 2018 license fee which was paid in January 2019. The Company also agreed to increase the royalty fee on net sales from 1% to 2%. Amortization is computed using the straight-line method over the estimated useful live of three years. |
Patents and Intellectual Property | Patents and Intellectual Property While patents are being developed or pending, they are not being amortized. Management has determined that the economic life of the patents to be ten years and amortization, over such 10-year period and on a straight-line basis will begin once the patents have been issued and the Company begins utilization of the patents through production and sales, resulting in revenues. The Company evaluates the recoverability of intangible assets, including patents and intellectual property on a continual basis. Several factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating results and projected and expected undiscounted future cash flows. There have been no such costs in the three-months ended March 31, 2019 and 2018, respectively. |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“F ASB ASU Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows. |
Income from Grants and Deferred Income | Income from Grants and Deferred Income Government grants are recognized when all conditions of such grants are fulfilled or there is reasonable assurance that they will be fulfilled. The Company has chosen to recognize income from grants as it incurs costs associated with those grants, and until such time as it recognizes the grant as income those funds received will be classified as deferred income on the balance sheet. On December 22, 2017, the Company received notification that Washington State University awarded it $17,500 of grant funds from the sub-award project entitled “ Optimized Injectable Radiogels for High-dose Therapy of Non-Resectable Solid Tumors |
Loss Per Share | Loss Per Share The Company accounts for its loss per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings per share. Basic loss per share is computed by dividing loss available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period, and does not include the impact of any potentially dilutive common stock equivalents since the impact would be anti-dilutive. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. For the given periods of loss, of the years ended December 31, 2018 and 2017, the basic earnings per share equals the diluted earnings per share. The following represent common stock equivalents that could be dilutive in the future as of March 31, 2019 and 2018, which include the following: March 31, 2019 December 31, 2018 Convertible debt 17,594 17,594 Preferred stock 313,671,120 356,101,920 Common stock options 90,544,169 90,544,169 Common stock warrants 205,094,772 184,419,772 Total potential dilutive securities 609,327,655 631,083,455 |
Research and Development Costs | Research and Development Costs Research and developments costs, including salaries, research materials, administrative expenses and contractor fees, are charged to operations as incurred. The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed assets and not treated as an expense in the period acquired. Depreciation of capitalized equipment used to perform research and development is classified as research and development expense in the year computed. The Company incurred $23,686 and $32,814 research and development costs for the three-months ended March 31, 2019, and 2018, respectively, all of which were recorded in the Company’s operating expenses noted on the statements of operations for the three-months then ended. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs. There were no tradeshow expenses incurred and not expensed for the three-months ended March 31, 2019 and 2018, respectively. During the three-months ended March 31, 2019 and 2018, the Company incurred $0 and $10,000, respectively, in advertising and marketing costs. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are expensed as incurred and included in cost of materials. |
Contingencies | Contingencies In the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relationships, product liability claims, patent rights, and a variety of other matters. The Company records contingent liabilities resulting from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimated probable losses require analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. See Note 9 – Legal Matters for description of lawsuit filed against the Company on January 28, 2019. In addition, the Company has entered into various agreements that require them to pay certain fees to consultants and/or employees that have been fully accrued for as of March 31, 2019 and 2018. |
Income Taxes | Income Taxes To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The Company files income tax returns in the U.S. federal jurisdiction. The Company did not have any tax expense for the three-months ended March 31, 2019 and 2018. The Company did not have any deferred tax liability or asset on its balance sheet on March 31, 2019 and December 31, 2018. Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Company’s financial statements. For the three-months ended March 31, 2019 and 2018, the Company did not recognize any interest or penalty expense related to income taxes. The Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months. The Tax Cuts and Jobs Act (the “ Act These amounts are provisional and subject to change. The most significant impact of the legislation for the Company was a $3,300,000 reduction of the value of net deferred tax assets (which represent future tax benefits) as a result of lowering the U.S. corporate income tax rate from 35% to 21%. The Act also includes a requirement to pay a one-time transition tax on the cumulative value of earnings and profits that were previously not repatriated for U.S. income tax purposes. The Company has no earnings and profits that were previously not repatriated for U.S. income tax purposes. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation costs to employees under FASB ASC Topic 718, Compensation – Stock Compensation. Under FASB ASC Topic. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation.” The update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718. An entity shall account for the effects of a modification described in ASC paragraphs 718-20-35-3 through 35-9, unless all the following are met: (1) The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The provisions of this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. The Company’s adoption of this guidance on January 1, 2018 did not have a material impact on the Company’s results of operations, financial position and related disclosures. In June 2018, the FASB issued ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The adoption of this standard did not have a material impact on its financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates Step 2 from the goodwill impairment test. When an indication of impairment was identified after performing the first step of the goodwill impairment test, Step 2 required that an entity determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) using the same procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under the amendments in ASU No. 2017-04, an entity would perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying value. An entity would recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value. In addition, an entity must consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. A public business entity that is a SEC filer should adopt the amendments in ASU No. 2017-04 for its annual, or any interim, good will impairment tests in fiscal years beginning after December 15, 2019. The Company does not believe the guidance will have a material impact on its financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements,” which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company does not believe the guidance will have a material impact on its financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation Estimated Useful Life | Depreciation is computed using the straight-line method over the following estimated useful lives: Production equipment: 3 to 7 years Office equipment: 2 to 5 years Furniture and fixtures: 2 to 5 years |
Schedule of Future Minimum Royalties | Future minimum royalties for the years ended December 31 are noted below: Calendar Year Minimum Royalties per Calendar Year 2019 $ 10,000 2020 10,000 2021 25,000 2022 25,000 Total $ 70,000 |
Schedule of Dilutive Earnings Per Share | The following represent common stock equivalents that could be dilutive in the future as of March 31, 2019 and 2018, which include the following: March 31, 2019 December 31, 2018 Convertible debt 17,594 17,594 Preferred stock 313,671,120 356,101,920 Common stock options 90,544,169 90,544,169 Common stock warrants 205,094,772 184,419,772 Total potential dilutive securities 609,327,655 631,083,455 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at March 31, 2019 (unaudited) and December 31, 2018: March 31, 2019 December 31, 2018 Production equipment $ 15,182 $ 15,182 Less accumulated depreciation (15,182 ) (15,182 ) $ - $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction | As of March 31, 2019 (unaudited) and December 31, 2018, the Company had the following related party convertible notes outstanding: March 31, 2019 December 31, 2018 Principal (net) Accrued Interest Principal (net) Accrued Interest March 2017 $332,195 Note, 10% interest, due May 2017 $ - $ - $ - $ - Total Convertible Notes Payable, Net $ - $ - $ - $ - As of March 31, 2019 (unaudited) and December 31, 2018, the Company had the following related partynotes outstanding: March 31, 2019 December 31, 2018 Principal (net) Accrued Interest Principal (net) Accrued Interest January 2019 $60,000 Note, 8% interest, due January 2020 $ 60,000 $ 866 $ - $ - March 2019 $48,000 Note, 8% interest, due March 2020 48,000 42 Total Notes Payable, Net $ 108,000 $ 908 $ - $ - |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | As of March 31, 2019 (unaudited) and December 31, 2018, the Company had the following convertible notes outstanding: March 31, 2019 December 31, 2018 Principal (net) Accrued Interest Principal (net) Accrued Interest July and August 2012 $1,060,000 Notes convertible into common stock at $4.60 per share, 12% interest, due December 2013 and January 2014 $ 45,000 $ 35,931 $ 45,000 34,603 May through October 2015 $605,000 Notes convertible into preferred stock at $1 per share, 8-10% interest, due September 30, 2015 - 17,341 - 17,341 October through December 2015 $613,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016, net of debt discount of $0 and $560,913, respectively - 5,953 - 5,953 January through March 2016 $345,000 Notes convertible into preferred stock at $1 per share, 8% interest, due June 30, 2016 - 696 - 696 Penalties on notes in default 9,266 - 8,824 - Total Convertible Notes Payable, Net $ 54,266 $ 59,921 $ 53,824 $ 58,593 |
Promissory Notes Payable (Table
Promissory Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Promissory Notes Payable, Net | As of March 31, 2019 (unaudited) and December 31, 2018, the Company had the following promissory notes outstanding: March 31, 2019 December 31, 2018 Principal (net) Accrued Interest Principal (net) Accrued Interest February 2019, two promissory notes for $50,000 each (total of $100,000), maturing August 2019, at 8.00% interest $ 100,000 $ 852 $ - - Debt discount (22,015 ) - - - Total Promissory Notes Payable, Net $ 77,985 $ 852 $ - $ - |
Common Stock Options, Warrant_2
Common Stock Options, Warrants and Restricted Stock Units (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Changes in Stock Option | The following schedule summarizes the changes in the Company’s stock options: Weighted Weighted Options Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2018 90,544,169 $ 0.14-15.00 6.75 years $ - $ 0.03 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired - $ - - $ - Balance at March 31, 2019 90,544,169 $ 0.14-15.00 6.50 years $ - $ 0.03 Exercisable at March 31, 2019 90,544,169 $ 0.14-15.00 6.50 years $ - $ 0.03 |
Schedule of Changes in Stock Warrants | The following schedule summarizes the changes in the Company’s stock warrants: Weighted Weighted Warrants Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2018 184,419,772 $ 0.01-10 .00 1.77 years $ - $ 0.01 Warrants granted 20,675,000 $ 0.005 -0.01 - $ 0.01 Warrants exercised - $ - - $ Warrants expired/cancelled - $ - - $ Balance at March 31, 2019 205,094,772 $ 0.01 –10.00 1.56 years $ - $ 0.01 Exercisable at March 31, 2019 205,094,772 $ 0.01-10.00 1.56 years $ - $ 0.01 |
Schedule of Changes in Restricted Stock Units | The following schedule summarizes the changes in the Company’s restricted stock units: Weighted Number Average Of Grant Date Shares Fair Value Balance at December 31, 2018 2,100,000 $ 0.07 RSU’s granted - $ - RSU’s vested - $ - RSU’s forfeited - $ - Balance at March 31, 2019 2,100,000 $ 0.07 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 22, 2017 | Jan. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Production equipment cost | $ 2,500 | |||
Fixed assets capitalized cost | 1,500 | |||
Nonrefundable fee | $ 10,000 | $ 17,500 | ||
Royalties percentage, description | The increase in royalties from one percent (1%) to two percent (2%). | |||
Amortization estimated useful live | 3 years | |||
Economic life of the patent | 10 years | |||
Income from grants | $ 17,500 | $ 17,500 | ||
Research and development costs | $ 23,686 | 32,814 | ||
Advertising and marketing costs | $ 0 | $ 10,000 | ||
Income tax description | The Act reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. | |||
Income tax federal corporate tax rate | 21.00% | |||
Reduction of net deferred tax assets | $ 3,300,000 | |||
Net Sales [Member] | ||||
Royalties percentage, description | The Company also agreed to increase the royalty fee on net sales from 1% to 2%. |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Schedule of Depreciation Estimated Useful Life (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Production Equipment [Member] | Minimum [Member] | |
Estimated useful life of asset | 3 years |
Production Equipment [Member] | Maximum [Member] | |
Estimated useful life of asset | 7 years |
Office Equipment [Member] | Minimum [Member] | |
Estimated useful life of asset | 2 years |
Office Equipment [Member] | Maximum [Member] | |
Estimated useful life of asset | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Estimated useful life of asset | 2 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Estimated useful life of asset | 5 years |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Schedule of Future Minimum Royalties (Details) | Mar. 31, 2019USD ($) |
Accounting Policies [Abstract] | |
2019 | $ 10,000 |
2020 | 10,000 |
2021 | 25,000 |
2022 | 25,000 |
Total | $ 70,000 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Schedule of Dilutive Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Total potential dilutive securities | 609,327,655 | 631,083,455 |
Convertible Debt [Member] | ||
Total potential dilutive securities | 17,594 | 17,594 |
Preferred Stock [Member] | ||
Total potential dilutive securities | 313,671,120 | 356,101,920 |
Common Stock Options [Member] | ||
Total potential dilutive securities | 90,544,169 | 90,544,169 |
Common Stock Warrants [Member] | ||
Total potential dilutive securities | 205,094,772 | 184,419,772 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Requires funding to maintain current operating activities | $ 2,300,000 |
Minimum [Member] | |
Capital | 5,000,000 |
Maximum [Member] | |
Capital | $ 10,000,000 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - Production Equipment [Member] - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Production equipment | $ 15,182 | $ 15,182 |
Less accumulated depreciation | (15,182) | (15,182) |
Net fixed assets |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 27, 2019 | Feb. 20, 2019 | Jan. 24, 2019 | Oct. 10, 2018 | Aug. 09, 2018 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Oct. 31, 2018 | Oct. 19, 2018 |
Accrued interest payable | $ 59,921 | $ 58,593 | |||||||||
Note maturity date | Aug. 20, 2019 | ||||||||||
Note payable to related parties | |||||||||||
Debt instrument percentage | 8.00% | ||||||||||
Related party payables | 42,110 | $ 38,610 | |||||||||
Directors [Member] | |||||||||||
Note maturity date | Mar. 27, 2020 | Jan. 24, 2020 | |||||||||
Note payable to related parties | $ 48,000 | $ 60,000 | |||||||||
Debt term | 1 year | 1 year | |||||||||
Debt instrument percentage | 8.00% | 8.00% | |||||||||
Accounts Payable and Notes Payable [Member] | |||||||||||
Number of common stock shares issued | 3,600,000 | ||||||||||
Loss on conversion of debt | $ 35,400 | ||||||||||
Number of shares issued, value | $ 50,400 | ||||||||||
Number of warrant granted | 1,800,000 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Interest expenses, related party | 0 | $ 9,463 | |||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Conversion price per share | $ 0.01 | ||||||||||
Common Stock [Member] | |||||||||||
Number of common stock shares issued | 38,662,562 | ||||||||||
Warrant to purchase of common stock | 19,331,281 | ||||||||||
Accrued compensation | $ 541,276 | ||||||||||
Number of warrants issued, value | 238,973 | ||||||||||
Loss on conversion of debt | $ 586,936 | ||||||||||
Path Forward and Restructuring Agreement [Member] | |||||||||||
Conversion price per share | $ 0.004 | ||||||||||
Debt conversion, amount converted | $ 500,000 | ||||||||||
Path Forward and Restructuring Agreement [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||
Debt conversion, shares issued | 385,302 | ||||||||||
Path Forward and Restructuring Agreement [Member] | Common Stock [Member] | |||||||||||
Debt conversion, shares issued | 50,000,000 | ||||||||||
Path Forward and Restructuring Agreement [Member] | Warrant [Member] | |||||||||||
Debt conversion, shares issued | 44,265,100 | ||||||||||
Warrant exercise price per share | $ 0.01 | ||||||||||
Old Related Party Note [Member] | |||||||||||
Accrued interest payable | 1,054 | ||||||||||
Related Party Notes Payable [Member] | |||||||||||
Accrued interest payable | $ 908 | ||||||||||
Director and Major Stockholder [Member] | |||||||||||
Accrued interest payable | $ 51,576 | ||||||||||
Director and Major Stockholder [Member] | Related Party Note [Member] | |||||||||||
Related party transaction accrued interest rate | 10.00% | ||||||||||
Note maturity date | May 9, 2018 | ||||||||||
Note maturity date, description | The note holder agreed to an extension of the due date until May 9, 2018 | ||||||||||
Conversion price per share | $ 0.013 |
Related Party Transactions - S
Related Party Transactions - Schedule of Related Party Transaction (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Principal net | ||
Convertible Notes Payable [Member] | ||
Principal net | ||
Accrued interest | ||
Notes Payable [Member] | ||
Principal net | 108,000 | |
Accrued interest | 908 | |
Related Party One [Member] | ||
Principal net | ||
Accrued interest | ||
Related Party Two [Member] | ||
Principal net | 60,000 | |
Accrued interest | 866 | |
Related Party Three [Member] | ||
Principal net | 48,000 | |
Accrued interest | $ 42 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Related Party Transaction (Details) (Parenthetical) - USD ($) | 1 Months Ended | |||
Mar. 31, 2019 | Jan. 31, 2019 | Mar. 31, 2017 | Feb. 20, 2019 | |
Note, amount | $ 100,000 | |||
Note, interest rate | 8.00% | |||
Related Party One [Member] | ||||
Note, amount | $ 332,195 | |||
Note, interest rate | 10.00% | |||
Note due date, description | May 2017 | |||
Related Party Two [Member] | ||||
Note, amount | $ 60,000 | |||
Note, interest rate | 8.00% | |||
Note due date, description | January 2020 | |||
Related Party Three [Member] | ||||
Note, amount | $ 48,000 | |||
Note, interest rate | 8.00% | |||
Note due date, description | March 2020 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Oct. 30, 2018 | Oct. 10, 2018 | Apr. 19, 2018 | Jan. 31, 2018 | Oct. 31, 2018 | Jul. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Feb. 20, 2019 |
Repurchase of notes | $ 228,332 | |||||||||
Debt instrument percentage | 8.00% | |||||||||
Debt principal amount | $ 100,000 | |||||||||
Path Forward Agreement [Member] | ||||||||||
Debt instrument, description | These shares were subject to a restriction on any sales below $0.02 through December 31, 2018 and will have volume limitations on any sales below $0.01 during the first six months of 2019. | |||||||||
Path Forward Agreements [Member] | ||||||||||
Loss on extinguishment of debt | $ 108,916 | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Principal amount, percentage | 100.00% | |||||||||
Conversion price per share | $ 0.01 | |||||||||
Series B Convertible Preferred Stock [Member] | Path Forward Agreement [Member] | ||||||||||
Conversion of debt into stock | 2,610,453 | |||||||||
Conversion price per share | $ 0.004 | |||||||||
Common Stock [Member] | ||||||||||
Loss on extinguishment of debt | $ 586,936 | |||||||||
Common Stock [Member] | Path Forward Agreements [Member] | ||||||||||
Conversion of debt into stock | 12,000,000 | |||||||||
Conversion price per share | $ 0.014 | |||||||||
Debt principal amount | $ 60,000 | |||||||||
Interest and other costs | $ 10,000 | |||||||||
Convertible Note Payable [Member] | ||||||||||
Interest expenses | $ 1,328 | $ 57,757 | ||||||||
May 2017 Notes [Member] | ||||||||||
Notes payable | 3,136,506 | |||||||||
Debt discount | 2,419,240 | |||||||||
November 2017 Notes [Member] | ||||||||||
Notes payable | 166,666 | |||||||||
Debt discount | $ 92,004 | |||||||||
Principal amount, percentage | 130.00% | |||||||||
Convertible Secured Debentures and Convertible Promissory Note [Member] | Path Forward Agreement [Member] | ||||||||||
Debt conversion of convertible debt | $ 2,253,538 | |||||||||
Conversion of debt into stock | 302,339,252 | |||||||||
Convertible Notes [Member] | Path Forward Agreements [Member] | ||||||||||
Debt conversion of convertible debt | $ 50,000 | |||||||||
Debt instrument percentage | 8.00% | |||||||||
Capital raise | $ 500,000 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Principal (net) | $ 54,266 | $ 53,824 | |
Accrued Interest | 59,921 | 58,593 | |
Penalties on notes in default principal (net) | 9,266 | 8,824 | |
Penalties on notes in default accrued interest | |||
Convertible Notes Payable One [Member] | |||
Principal (net) | 45,000 | 45,000 | |
Accrued Interest | 35,931 | 34,603 | |
Convertible Notes Payable Two [Member] | |||
Principal (net) | |||
Accrued Interest | 17,341 | 17,341 | |
Convertible Notes Payable Three [Member] | |||
Principal (net) | |||
Accrued Interest | 5,953 | $ 5,953 | |
Convertible Notes Payable Four [Member] | |||
Principal (net) | |||
Accrued Interest | $ 696 | $ 696 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Aug. 31, 2012 | Jul. 31, 2012 | Mar. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2015 | Mar. 31, 2019 | Feb. 20, 2019 | Dec. 31, 2018 | Jan. 31, 2016 | May 31, 2015 |
Debt principal amount | $ 100,000 | |||||||||
Convertible Notes Payable One [Member] | ||||||||||
Debt principal amount | $ 1,060,000 | $ 1,060,000 | ||||||||
Debt conversion price per share | $ 4.60 | $ 4.60 | ||||||||
Debt interest rate | 12.00% | 12.00% | ||||||||
Debt maturity date description | January 2014 | December 2013 | ||||||||
Convertible Notes Payable Two [Member] | ||||||||||
Debt principal amount | $ 605,000 | $ 605,000 | ||||||||
Debt conversion price per share | $ 1 | $ 1 | ||||||||
Debt maturity date description | September 30, 2015 | |||||||||
Convertible Notes Payable Two [Member] | Minimum [Member] | ||||||||||
Debt interest rate | 8.00% | 8.00% | ||||||||
Convertible Notes Payable Two [Member] | Maximum [Member] | ||||||||||
Debt interest rate | 10.00% | 10.00% | ||||||||
Convertible Notes Payable Three [Member] | ||||||||||
Debt principal amount | $ 613,000 | $ 613,000 | ||||||||
Debt conversion price per share | $ 1 | $ 1 | ||||||||
Debt interest rate | 8.00% | 8.00% | ||||||||
Debt maturity date description | June 30, 2016 | |||||||||
Debt discount | $ 0 | $ 560,913 | ||||||||
Convertible Notes Payable Four [Member] | ||||||||||
Debt principal amount | $ 345,000 | $ 345,000 | ||||||||
Debt conversion price per share | $ 1 | $ 1 | ||||||||
Debt interest rate | 8.00% | 8.00% | ||||||||
Debt maturity date description | June 30, 2016 |
Promissory Notes Payable (Detai
Promissory Notes Payable (Details Narrative) - USD ($) | Feb. 20, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Promissory note amount | $ 100,000 | ||
Debt maturity | Aug. 20, 2019 | ||
Debt instrument interest rate | 8.00% | ||
Interest expense | $ 11,179 | $ 632,074 | |
Promissory Notes One [Member] | |||
Promissory note amount | $ 50,000 | ||
Promissory Notes Two [Member] | |||
Promissory note amount | $ 50,000 | ||
Promissory Notes [Member] | |||
Interest expense | $ 852 | ||
Warrant to purchase of shares | 10,000,000 | ||
Fair value of warrants debt discount | $ 28,721 | ||
Amortized debt discount | $ 6,706 |
Promissory Notes Payable - Sche
Promissory Notes Payable - Schedule of Promissory Notes Payable, Net (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Principal (net) | $ 77,985 | |
Accrued Interest | 59,921 | 58,593 |
Promissory Notes Payable One [Member] | ||
Principal (net) | 100,000 | |
Accrued Interest | 852 | |
Promissory Notes Payable [Member] | ||
Principal (net) | 77,985 | |
Accrued Interest | 852 | |
Debt discount | $ (22,015) |
Promissory Notes Payable - Sc_2
Promissory Notes Payable - Schedule of Promissory Notes Payable, Net (Details) (Parenthetical) - USD ($) | 1 Months Ended | |
Feb. 28, 2019 | Feb. 20, 2019 | |
Note, amount | $ 100,000 | |
Note, interest rate | 8.00% | |
Promissory Notes Payable One [Member] | ||
Note, amount | $ 50,000 | |
Promissory Notes Payable Two [Member] | ||
Note, amount | 50,000 | |
Promissory Notes Payable [Member] | ||
Note, amount | $ 100,000 | |
Note due date, description | August 2019 | |
Note, interest rate | 8.00% |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Mar. 28, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jun. 30, 2015 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Mar. 27, 2019 | Oct. 08, 2018 | Mar. 31, 2016 |
Common stock shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Common stock shares issued | 1,369,987,688 | 1,307,565,888 | 1,307,565,888 | ||||||||||
Common stock shares outstanding | 1,369,987,688 | 1,307,565,888 | 1,307,565,888 | ||||||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Gross proceeds from preferred stock | $ 50,000 | ||||||||||||
Number of stock issued for services | 10,000 | ||||||||||||
Number of stock issued for services, value | 449 | $ 449 | |||||||||||
Stock issued during period for conversion of shares, value | |||||||||||||
Number of shares issued, value | $ 100,000 | 738,140 | |||||||||||
Warrant [Member] | |||||||||||||
Number of stock issued for services | 675,000 | ||||||||||||
Number of stock issued for services, value | $ 3,792 | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of shares issued | 52,421,800 | ||||||||||||
Board of Directors [Member] | |||||||||||||
Reverse stock split | reverse 1-for-8 stock split | ||||||||||||
Accredited Investors [Member] | |||||||||||||
Proceeds from equity financing | $ 100,000 | ||||||||||||
Accredited Investors [Member] | Warrant [Member] | |||||||||||||
Number of shares issued | 10,000,000 | ||||||||||||
Accredited Investors [Member] | Common Stock [Member] | |||||||||||||
Number of shares issued | 10,000,000 | ||||||||||||
Officers and Consultants [Member] | |||||||||||||
Gain on extinguishment of debt | 1,256,972 | ||||||||||||
Number of common stock for accrued compensation, value | 1,665,285 | ||||||||||||
Settlement of Debt [Member] | |||||||||||||
Settlement and conversion of debt, value | 3,545,378 | ||||||||||||
Convertible debt instrument accrued interest | 506,245 | ||||||||||||
Derivative liabilities | $ 4,823,363 | 4,823,363 | |||||||||||
Gain on extinguishment of debt | $ 1,694,005 | ||||||||||||
Maximum [Member] | Board of Directors [Member] | |||||||||||||
Common stock shares authorized | 2,000,000,000 | ||||||||||||
Minimum [Member] | Board of Directors [Member] | |||||||||||||
Common stock shares authorized | 950,000,000 | ||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Preferred stock par value | $ 0.001 | ||||||||||||
Preferred stock, liquidation preference per share | $ 1 | ||||||||||||
Conversion price per share | $ 0.01 | ||||||||||||
Voting percentage | Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Convertible Preferred in cash at a price per share of Series B Convertible Preferred equal to 100% of the Liquidation Preference. | ||||||||||||
Redemption percentage | 100.00% | ||||||||||||
Number of shares issued upon conversion | 524,218 | ||||||||||||
Preferred shares exchange | 821,292 | ||||||||||||
Settlement and conversion of debt | 2,995,755 | ||||||||||||
Preferred stock issued for cash | 110,000 | ||||||||||||
Preferred stock issued for cash, value | $ 55,000 | ||||||||||||
Series B Convertible Preferred Stock [Member] | Accredited Investors [Member] | |||||||||||||
Number of shares issued | 100,000 | ||||||||||||
Series B Convertible Preferred Stock [Member] | Officers and Consultants [Member] | |||||||||||||
Number of common stock for accrued compensation | $ 200,000 | ||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||
Preferred stock par value | $ 0.001 | ||||||||||||
Preferred stock, liquidation preference per share | $ 1 | ||||||||||||
Conversion price per share | $ 0.01 | ||||||||||||
Voting percentage | Subject to certain conditions set forth in the Series C Certificate of Designation, in the event of a Change of Control (defined in the Series C Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series C Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Convertible Preferred in cash at a price per share of Series C Convertible Preferred equal to 100% of the Liquidation Preference. | ||||||||||||
Redemption percentage | 100.00% | ||||||||||||
Number of shares issued | 821,292 | ||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||
Preferred stock shares authorized | 2,500,000 | 5,000,000 | 5,000,000 | 5,000,000 | 2,500,000 | ||||||||
Preferred stock, liquidation preference per share | $ 5 | ||||||||||||
Conversion price per share | $ 0.50 | ||||||||||||
Gross proceeds from preferred stock | $ 5,000,000 | ||||||||||||
Voting percentage | Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Convertible Preferred in cash at a price per share of Series A Convertible Preferred equal to 100% of the Liquidation Preference. | ||||||||||||
Redemption percentage | 100.00% | ||||||||||||
Stock issued during period for conversion of shares, shares | 12,259,810 | ||||||||||||
Stock issued during period for conversion of shares, value | $ 4,678,380 | ||||||||||||
Conversion of debt, shares | 1,225,981 | ||||||||||||
Series A Convertible Preferred Stock [Member] | Maximum [Member] | |||||||||||||
Preferred stock shares authorized | 5,000,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of shares issued | 136,628,000 | ||||||||||||
Settlement and conversion of debt | 1,028,230,303 | ||||||||||||
Number of shares issued, value | $ 683,140 | ||||||||||||
Common Stock [Member] | Officers and Consultants [Member] | |||||||||||||
Number of common stock for accrued compensation | $ 62,262,562 |
Common Stock Options, Warrant_3
Common Stock Options, Warrants and Restricted Stock Units (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Stock based compensation | $ 3,792 | $ 23,755 | |
Number of issued for services, shares | 10,000 | ||
Number of issued for services | 449 | $ 449 | |
Promissory Notes [Member] | |||
Warrant granted issuance of shares | 10,000,000 | ||
Debt discount | $ 6,706 | ||
Accredited Investors [Member] | |||
Warrant granted issuance of shares | 10,000,000 | ||
Stock Option [Member] | |||
Stock based compensation | $ 0 | 23,755 | |
Warrant [Member] | |||
Number of issued for services, shares | 675,000 | ||
Number of issued for services | $ 3,792 | ||
Warrant [Member] | Promissory Notes [Member] | |||
Debt discount | 28,721 | ||
Restricted Stock Units [Member] | |||
Restricted stock expense | 0 | $ 52,094 | |
Stock options expense yet to be recognized | $ 155,400 |
Common Stock Options, Warrant_4
Common Stock Options, Warrants and Restricted Stock Units - Schedule of Changes in Stock Option (Details) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Number of Shares Options Outstanding Beginning Balance | shares | 90,544,169 |
Number of Options granted | shares | |
Number of Options exercised | shares | |
Number of Options expired | shares | |
Number of Shares Options Outstanding Ending Balance | shares | 90,544,169 |
Number of Shares Options Exercisable | shares | 90,544,169 |
Exercise Price Per Share granted | |
Exercise Price Per Share exercised | |
Exercise Price Per Share expired | |
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning | 6 years 9 months |
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending | 6 years 6 months |
Weighted Average Remaining Contractual Life (in years) Exercisable | 6 years 6 months |
Aggregate Intrinsic Value Outstanding Beginning | $ | |
Aggregate Intrinsic Value Outstanding Ending | $ | |
Aggregate Intrinsic Value Exercisable | $ | |
Weighted Average Exercise Price Per Share Outstanding Beginning | $ 0.03 |
Weighted Average Exercise Price Per Share Options granted | |
Weighted Average Exercise Price Per Share Options exercised | |
Weighted Average Exercise Price Per Share Options expired | |
Weighted Average Exercise Price Per Share Outstanding Ending | 0.03 |
Weighted Average Exercise Price Per Share Exercisable | 0.03 |
Minimum [Member] | |
Exercise Price Per Share Outstanding Beginning Balance | 0.014 |
Exercise Price Per Share granted | |
Exercise Price Per Share exercised | |
Exercise Price Per Share expired | |
Exercise Price Per Share Outstanding Ending Balance | 0.014 |
Exercise Price Per Share Exercisable | 0.014 |
Maximum [Member] | |
Exercise Price Per Share Outstanding Beginning Balance | 15 |
Exercise Price Per Share granted | |
Exercise Price Per Share exercised | |
Exercise Price Per Share expired | |
Exercise Price Per Share Outstanding Ending Balance | 15 |
Exercise Price Per Share Exercisable | $ 15 |
Common Stock Options, Warrant_5
Common Stock Options, Warrants and Restricted Stock Units - Schedule of Changes in Stock Warrants (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Number of Shares, Warrants Outstanding Beginning | shares | 184,419,772 |
Number of Shares, Warrants granted | shares | 20,675,000 |
Number of Shares, Warrants exercised | shares | |
Number of Shares, Warrants expired/cancelled | shares | |
Number of Shares, Warrants Outstanding Ending | shares | 205,094,772 |
Number of Shares, Warrants Exercisable Ending | shares | 205,094,772 |
Exercise Price Per Share Warrants exercised | |
Exercise Price Per Share Warrants expired/cancelled | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 1 year 9 months 7 days |
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 1 year 6 months 21 days |
Weighted Average Remaining Contractual Life Warrants Exercisable | 1 year 6 months 21 days |
Aggregate Intrinsic Value Outstanding Beginning | $ | |
Aggregate Intrinsic Value Outstanding Ending | $ | |
Aggregate Intrinsic Value Exercisable | $ | |
Weighted Average Exercise Price Per Share Exercise Price Warrants Beginning | $ 0.01 |
Weighted Average Exercise Price Per Share Exercise Price Warrants granted | 0.01 |
Weighted Average Exercise Price Per Share Exercise Price Warrants exercised | |
Weighted Average Exercise Price Per Share Exercise Price Warrants expired/cancelled | |
Weighted Average Exercise Price Per Share Exercise Price Warrants Ending | 0.01 |
Weighted Average Exercise Price Per Share Exercise Price Warrants Exercisable | 0.01 |
Minimum [Member] | |
Exercise Price Per Share Warrants Outstanding Beginning | 0.01 |
Exercise Price Per Share Warrants granted | 0.005 |
Exercise Price Per Share Warrants Outstanding Ending | 0.01 |
Exercise Price Per Share Exercisable | 0.01 |
Maximum [Member] | |
Exercise Price Per Share Warrants Outstanding Beginning | 10 |
Exercise Price Per Share Warrants granted | 0.01 |
Exercise Price Per Share Warrants Outstanding Ending | 10 |
Exercise Price Per Share Exercisable | $ 10 |
Common Stock Options, Warrant_6
Common Stock Options, Warrants and Restricted Stock Units - Schedule of Changes in Restricted Stock Units (Details) - Restricted Stock Units [Member] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Shares, RSU's Outstanding Beginning | shares | 2,100,000 |
Number of Shares, RSU's Granted | shares | |
Number of Shares, RSU's Vested | shares | |
Number of Shares, RSU's Forfeited | shares | |
Number of Shares, RSU's Outstanding Ending | shares | 2,100,000 |
Weighted Average Grant Date Fair Value, RSU's Outstanding Beginning | $ / shares | $ 0.07 |
Weighted Average Grant Date Fair Value, RSU's Granted | $ / shares | |
Weighted Average Grant Date Fair Value, RSU's Vested | $ / shares | |
Weighted Average Grant Date Fair Value, RSU's Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value, RSU's Outstanding Ending | $ / shares | $ 0.07 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 29, 2019 | Mar. 27, 2019 | Feb. 20, 2019 | Jan. 24, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Notes payable to related party | ||||||
Debt maturity term | Aug. 20, 2019 | |||||
Debt instrument interest rate | 8.00% | |||||
Directors [Member] | ||||||
Notes payable to related party | $ 48,000 | $ 60,000 | ||||
Debt term | 1 year | 1 year | ||||
Debt maturity term | Mar. 27, 2020 | Jan. 24, 2020 | ||||
Debt instrument interest rate | 8.00% | 8.00% | ||||
Subsequent Event [Member] | Directors [Member] | ||||||
Notes payable to related party | $ 29,000 | |||||
Debt term | 1 year | |||||
Debt maturity term | Apr. 29, 2020 | |||||
Debt instrument interest rate | 8.00% |