Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 24, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | VIVOS INC | ||
Entity Central Index Key | 0001449349 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Shell Company | false | ||
Entity Public Float | $ 3,483,131 | ||
Entity Common Stock, Shares Outstanding | 214,421,364 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 20,381 | $ 5,494 |
Prepaid expenses | 23,492 | 10,992 |
Total Current Assets | 43,873 | 16,486 |
TOTAL ASSETS | 43,873 | 16,486 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 511,817 | 795,129 |
Related party accounts payable | 32,110 | 38,610 |
Accrued interest payable | 93,249 | 59,646 |
Payroll liabilities payable | 100,000 | 11,451 |
Convertible notes payable, related party, net | 14,500 | |
Convertible notes payable, net | 434,886 | 53,824 |
Promissory notes payable, net of discount | 100,000 | |
Related party promissory note | 237,000 | |
Total Current Liabilities | 1,523,562 | 958,660 |
Total Liabilities | 1,523,562 | 958,660 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, par value, $0.001, 950,000,000 shares authorized,184,845,821 and 163,445,736 issued and outstanding, respectively | 184,846 | 163,446 |
Additional paid in capital - common stock | 61,721,809 | 60,132,139 |
Accumulated deficit | (73,601,109) | (71,991,012) |
Total Stockholders' Deficit | (1,479,689) | (942,174) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 43,873 | 16,486 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | 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, par value | 1,113 | 3,306 |
Additional paid in capital - preferred stock | 665,195 | 1,876,768 |
Series C Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | 821 | |
Additional paid in capital - preferred stock | $ 674,457 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 950,000,000 | 950,000,000 |
Common stock, shares issued | 184,845,821 | 163,445,736 |
Common stock, shares outstanding | 184,845,821 | 163,445,736 |
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 | 1,113,245 | 3,305,755 |
Preferred stock, shares outstanding | 1,113,245 | 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 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues, net | $ 9,500 | |
Cost of Goods Sold | (6,028) | |
Gross profit | 3,472 | |
OPERATING EXPENSES | ||
Sales and marketing expenses | 11,500 | |
Professional fees | 462,952 | 682,217 |
Reserved stock units granted | 113,189 | |
Stock based compensation | 608,588 | 1,164,885 |
Payroll expenses | 120,000 | 315,000 |
Research and development | 67,584 | 104,208 |
General and administrative expenses | 74,327 | 98,638 |
Total Operating Expenses | 1,333,451 | 2,489,637 |
OPERATING LOSS | (1,329,979) | (2,489,637) |
NON-OPERATING INCOME (EXPENSE) | ||
Interest expense | (261,374) | (5,649,546) |
Net gain (loss) on debt extinguishment | (18,744) | 605,601 |
Net loss on derivative liability | (186,846) | |
Grant income | 17,583 | |
Total Non-Operating Income (Expenses) | (280,118) | (5,213,208) |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (1,610,097) | (7,702,845) |
Provision for income taxes | ||
NET LOSS | $ (1,610,097) | $ (7,702,845) |
Net loss per share - basic and diluted | $ (0.01) | $ (0.14) |
Weighted average common shares outstanding - basic | 175,195,600 | 55,501,248 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Deficit - 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 | $ 8,212 | $ 46,465,926 | $ (64,288,167) | $ (4,262,470) | ||||
Balance, shares at Dec. 31, 2017 | 3,778,622 | 8,211,902 | ||||||||
Stock issued for: Services | $ 1 | 448 | 449 | |||||||
Stock issued for: Services, shares | 1,250 | |||||||||
Conversion of preferred stock into common stock | $ (575) | (3,236,164) | $ 718 | 3,236,021 | ||||||
Conversion of preferred stock into common stock, shares | (574,200) | 717,750 | ||||||||
Restricted units vested | $ 78 | (78) | ||||||||
Restricted units vested, shares | 77,500 | |||||||||
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 | $ 9,009 | 49,778,177 | (65,189,352) | (5,087,346) | ||||
Balance, shares at Mar. 31, 2018 | 3,204,422 | 9,008,402 | ||||||||
Balance at Dec. 31, 2017 | $ 3,779 | 13,547,780 | $ 8,212 | 46,465,926 | (64,288,167) | (4,262,470) | ||||
Balance, shares at Dec. 31, 2017 | 3,778,622 | 8,211,902 | ||||||||
Stock issued for: Services | $ 449 | |||||||||
Stock issued for: Services, shares | 1,250 | |||||||||
Net income loss for the period | $ (7,702,845) | |||||||||
Balance at Dec. 31, 2018 | $ 2,553 | 8,870,626 | $ 3,306 | 1,876,768 | $ 163,446 | 60,132,139 | (71,991,012) | (942,174) | ||
Balance, shares at Dec. 31, 2018 | 2,552,642 | 3,305,755 | 163,445,736 | |||||||
Balance at Mar. 31, 2018 | $ 3,204 | 10,311,616 | $ 9,009 | 49,778,177 | (65,189,352) | (5,087,346) | ||||
Balance, shares at Mar. 31, 2018 | 3,204,422 | 9,008,402 | ||||||||
Conversion of preferred stock into common stock | $ (393) | (735,811) | $ 490 | 735,714 | ||||||
Conversion of preferred stock into common stock, shares | (392,467) | 490,584 | ||||||||
Restricted units vested | $ 78 | (78) | ||||||||
Restricted units vested, shares | 77,500 | |||||||||
Reserved shares for services | 32,801 | 32,801 | ||||||||
Options and warrants issued for services | 21,645 | 21,645 | ||||||||
Stock issued for: Settlement of debt | $ 5,143 | 371,038 | 376,181 | |||||||
Stock issued for: Settlement of debt, shares | 5,143,258 | |||||||||
Net income loss for the period | (6,011,970) | (6,011,970) | ||||||||
Balance at Jun. 30, 2018 | $ 2,811 | 9,575,805 | $ 14,720 | 50,939,297 | (71,201,322) | (10,668,689) | ||||
Balance, shares at Jun. 30, 2018 | 2,811,955 | 14,719,744 | ||||||||
Conversion of preferred stock into common stock | $ (41) | (77,671) | $ 51 | 77,661 | ||||||
Conversion of preferred stock into common stock, shares | (41,016) | 51,270 | ||||||||
Restricted units vested | $ 78 | (78) | ||||||||
Restricted units vested, shares | 77,500 | |||||||||
Reserved shares for services | 19,514 | 19,514 | ||||||||
Stock issued for: Settlement of debt | $ 74,558 | 2,789,922 | 2,864,480 | |||||||
Stock issued for: Settlement of debt, shares | 74,558,393 | |||||||||
Net income loss for the period | (26,912,414) | (26,912,414) | ||||||||
Balance at Sep. 30, 2018 | $ 2,770 | 9,498,134 | $ 89,407 | 53,826,316 | (98,113,736) | (34,697,109) | ||||
Balance, shares at Sep. 30, 2018 | 2,770,939 | 89,406,907 | ||||||||
Conversion of preferred stock into common stock | $ (217) | (627,508) | $ 273 | 627,452 | ||||||
Conversion of preferred stock into common stock, shares | (218,297) | 272,872 | ||||||||
Restricted units vested | $ 78 | (78) | ||||||||
Restricted units vested, shares | 77,500 | |||||||||
Reserved shares for services | 8,779 | 8,779 | ||||||||
Options and warrants issued for services | 1,279,675 | 1,279,675 | ||||||||
Stock issued for: Cash | $ 110 | 54,890 | $ 17,078 | 666,062 | 738,140 | |||||
Stock issued for: Cash, shares | 110,000 | 17,078,500 | ||||||||
Stock issued for: Settlement of debt | $ 2,996 | 1,542,078 | $ 48,827 | 2,346,420 | 3,940,321 | |||||
Stock issued for: Settlement of debt, shares | 2,995,755 | 48,827,137 | ||||||||
Stock issued for: Accounts payable and accrued expenses | $ 200 | 279,800 | $ 7,783 | 1,377,513 | 1,665,296 | |||||
Stock issued for: Accounts payable and accrued expenses, shares | 200,000 | 7,782,820 | ||||||||
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 | $ 163,446 | 60,132,139 | (71,991,012) | (942,174) | ||
Balance, shares at Dec. 31, 2018 | 2,552,642 | 3,305,755 | 163,445,736 | |||||||
Conversion of preferred stock into common stock | $ (525) | (209,163) | $ 6,553 | 203,135 | ||||||
Conversion of preferred stock into common stock, shares | (524,218) | 6,552,725 | ||||||||
Options and warrants issued for services | 3,792 | 3,792 | ||||||||
Stock issued for: Cash | $ 100 | 49,900 | $ 1,250 | 48,750 | 100,000 | |||||
Stock issued for: Cash, shares | 100,000 | 1,250,000 | ||||||||
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 | $ 2,060 | 1,043,048 | $ 821 | 674,457 | $ 171,249 | 60,416,537 | (72,227,394) | (1,046,043) |
Balance, shares at Mar. 31, 2019 | 2,552,642 | 2,060,245 | 821,292 | 171,248,461 | ||||||
Balance at Dec. 31, 2018 | $ 2,553 | 8,870,626 | $ 3,306 | 1,876,768 | $ 163,446 | 60,132,139 | (71,991,012) | (942,174) | ||
Balance, shares at Dec. 31, 2018 | 2,552,642 | 3,305,755 | 163,445,736 | |||||||
Stock issued for: Services | ||||||||||
Net income loss for the period | (1,610,097) | |||||||||
Balance at Dec. 31, 2019 | $ 2,553 | 8,870,626 | $ 1,113 | 665,195 | $ 821 | 674,457 | $ 184,846 | 61,721,809 | (73,601,109) | (1,479,689) |
Balance, shares at Dec. 31, 2019 | 2,552,642 | 1,113,245 | 821,292 | 184,845,821 | ||||||
Balance at Mar. 31, 2019 | $ 2,553 | 8,870,626 | $ 2,060 | 1,043,048 | $ 821 | 674,457 | $ 171,249 | 60,416,537 | (72,227,394) | (1,046,043) |
Balance, shares at Mar. 31, 2019 | 2,552,642 | 2,060,245 | 821,292 | 171,248,461 | ||||||
Conversion of preferred stock into common stock | $ (517) | (206,283) | $ 6,462 | 200,338 | ||||||
Conversion of preferred stock into common stock, shares | (517,000) | 6,462,500 | ||||||||
Options and warrants issued for services | 2,176 | 2,176 | ||||||||
Warrants issued with notes payable (discount) | 12,592 | 12,592 | ||||||||
Adjustment for fractional shares in reverse split | ||||||||||
Adjustment for fractional shares in reverse split, Shares | (140) | |||||||||
Net income loss for the period | (200,305) | (200,305) | ||||||||
Balance at Jun. 30, 2019 | $ 2,553 | 8,870,626 | $ 1,543 | 836,765 | $ 821 | 674,457 | $ 177,711 | 60,631,643 | (72,427,699) | (1,231,580) |
Balance, shares at Jun. 30, 2019 | 2,552,642 | 1,543,245 | 821,292 | 177,710,821 | ||||||
Stock issued for: Services | $ 312 | 12,188 | 12,500 | |||||||
Stock issued for: Services, shares | 312,500 | |||||||||
Options and warrants issued for services | 457,949 | 457,949 | ||||||||
Stock issued for: Accounts payable and accrued expenses | $ 563 | 21,937 | 22,500 | |||||||
Stock issued for: Accounts payable and accrued expenses, shares | 562,500 | |||||||||
Warrants issued with notes payable (discount) | 95,437 | 95,437 | ||||||||
Warrants issued for extension of notes payable | 25,656 | 25,656 | ||||||||
Options issued for settlement of accounts payable | 33,829 | 33,829 | ||||||||
BCF recognized on convertible notes | 59,957 | 59,957 | ||||||||
Net income loss for the period | (669,372) | (669,372) | ||||||||
Balance at Sep. 30, 2019 | $ 2,553 | 8,870,626 | $ 1,543 | 836,765 | $ 821 | 674,457 | $ 178,586 | 61,338,596 | (73,097,071) | (1,193,124) |
Balance, shares at Sep. 30, 2019 | 2,552,642 | 1,543,245 | 821,292 | 178,585,821 | ||||||
Conversion of preferred stock into common stock | $ (430) | (171,570) | $ 5,375 | 166,625 | ||||||
Conversion of preferred stock into common stock, shares | (430,000) | 5,375,000 | ||||||||
Options and warrants issued for services | 148,462 | 148,462 | ||||||||
Stock issued for: Accounts payable and accrued expenses | $ 500 | 20,900 | 21,400 | |||||||
Stock issued for: Accounts payable and accrued expenses, shares | 500,000 | |||||||||
Warrants issued with notes payable (discount) | 14,299 | 14,299 | ||||||||
Options issued for settlement of accounts payable | 14,812 | 14,812 | ||||||||
Conversion of restricted stock units into common stock | $ 385 | (385) | ||||||||
Conversion of restricted stock units into common stock, shres | 385,000 | |||||||||
Warrants issued in settlement of litigation | 18,500 | 18,500 | ||||||||
Net income loss for the period | (504,038) | (504,038) | ||||||||
Balance at Dec. 31, 2019 | $ 2,553 | $ 8,870,626 | $ 1,113 | $ 665,195 | $ 821 | $ 674,457 | $ 184,846 | $ 61,721,809 | $ (73,601,109) | $ (1,479,689) |
Balance, shares at Dec. 31, 2019 | 2,552,642 | 1,113,245 | 821,292 | 184,845,821 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOW FROM OPERTING ACTIVIITES | ||
Net loss | $ (1,610,097) | $ (7,702,845) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of convertible debt discount | 134,034 | 791,928 |
Amortization of BCF discount | 55,740 | |
Common stock issued for services | 12,500 | 449 |
Stock options and warrants for services | 612,379 | 1,325,085 |
Warrants issued for interest expense | 25,656 | |
Reserved stock units issued for services | 113,189 | |
Derivatives recorded as loan fees | 4,636,517 | |
(Gain) on debt extinguishment | 18,744 | (605,601) |
Forgiveness of debt | (34,106) | |
Loss on fair value of derivative liability | 186,846 | |
Changes in assets and liabilities | ||
Prepaid expenses and other assets | (12,500) | (3,612) |
Accounts payable and accrued expenses | (136,371) | (1,338) |
Accounts payable and accrued expenses from related party | (6,500) | (128,178) |
Payroll liabilities | 88,549 | 466,941 |
Accrued interest | 33,603 | 220,165 |
Total adjustments | 772,984 | 7,002,391 |
Net cash used in operating activities | (837,113) | (700,454) |
CASH FLOWS FROM FINANCING ACTIVITES | ||
Proceeds from related party notes payable | 237,000 | |
Proceeds from sale of preferred stock | 50,000 | 55,000 |
Proceeds from sale of common stock | 50,000 | 683,140 |
Proceeds from convertible debt | 500,000 | 50,000 |
Repayment of convertible notes | (200,000) | |
Proceeds from promissory notes - related party, net of repayments | 15,000 | 109,491 |
Net cash provided by financing activities | 852,000 | 697,631 |
NET INCREASE (DECREASE) IN CASH | 14,887 | (2,823) |
CASH - BEGINNING OF PERIOD | 5,494 | 8,317 |
CASH - END OF PERIOD | 20,381 | 5,494 |
CASH PAID DURING THE PERIOD FOR: | ||
Interest expense | 4,000 | |
Income taxes | ||
SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of preferred stock into common stock | 588,487 | 4,678,380 |
Conversion of convertible preferred B into convertible preferred C | 675,278 | |
Recognition of debt discount at inception of notes payable | 151,048 | |
Recognition of BCF discount at inception of notes payable | 59,957 | |
Common stock issued in settlement of accounts payable | 43,900 | |
Common and referred stock issued for accounts payable and accrued payroll | 1,665,296 | |
Stock options issued in settlement of accounts payable | 48,643 | |
Warrants issued for settlement of litigation | 18,500 | |
Vesting of restricted stock units | 2,480 | |
Reclassification of shareholder advances to convertible notes payable | 15,000 | 35,212 |
Reclassification of accrued interest to related party notes payable and convertible notes payable | 1,343 | |
Conversion of notes payable and accrued interest into common stock | $ 7,290,473 |
Organization & Basis of Present
Organization & Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization & Basis of Presentation | NOTE 1: ORGANIZATION & BASIS OF PRESENTATION Business Overview Vivos Inc. (the “ Company SMSC Our principal place of business is located at 719 Jadwin Avenue, Richland, WA 99352. Our telephone number is (509) 736-4000. Our corporate website address is http://www.radiogel.com. Our common stock is currently quoted on the OTC Pink Marketplace under the symbol “RDGL.” 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® testing and therapy. Washington State University treated five cats for feline sarcoma and served to develop the procedures which are incorporated in our label. They concluded that the product was safe and effective in killing cancer cells. Colorado State University demonstrated the CT and PET-CT imaging of IsoPet®. A contract was signed with University of Missouri to treat canine sarcomas and equine sarcoids starting in November 2017. The dogs were treated for canine soft tissue sarcoma. Response evaluation criteria in solid tumors (“ RECIST The testing at the University of Missouri met its objective to demonstrate the safety of IsoPet®. Using its advanced CT and PET equipment it was able to demonstrate that the dose calculations were accurate and that the injections perfused into the cell interstices and did not stay concentrated in a bolus. This results in a more homogeneous dose distribution. There was insignificant spread of Y-90 outside the points of injection demonstrating the effectiveness of the particles and the gel to localize the radiation with no spreading to the blood or other organs nor to urine or fecal material. This confirms that IsoPet® is safe for same day therapy. The effectiveness of IsoPet® for life extension was not the prime objective, but it resulted in valuable insights. Of the cases one is still cancer-free but the others eventually recurred since there was not a strong focus on treating the margins. The University of Missouri has agreed to become a regional center to administer IsoPet® therapy and will incorporate the improvements suggested by the testing program. The Company anticipates that future profits, if any, will be derived from direct sales of RadioGel™ (under the name IsoPet®) and related services, and from licensing to private medical and veterinary clinics in the U.S. and internationally. The Company intends to report the results from the IsoPet® Solutions division as a separate operating segment in accordance with GAAP. Commencing in July 2019, the Company recognized its first commercial sale of IsoPet®. A doctor brought his cat with a re-occurrent spindle cell sarcoma tumor on his face. The cat had previously received external beam therapy, but now the tumor was growing rapidly. He was given a high dose of 400Gy with heavy therapy at the margins. This sale met the revenue recognition requirements under ASC 606 as the performance obligation was satisfied. The Company completed sales for an additional four animals that received Our plan is to incorporate the data assembled from our work with Isopet® in animal therapy to support the Company’s efforts in the development of our RadioGel™ device candidate, including obtaining approval from the FDA Y-90 The Company’s lead brachytherapy products, including RadioGel™, incorporate patented technology developed for Battelle Memorial Institute (“ Battelle Battelle License 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. The Company has completed its reverse stock split which was approved by FINRA and went effective on June 28, 2019 which will enable them to begin the process of raising capital through their Regulation A+ which was filed with the Securities and Exchange Commission (“SEC”) now that the Company has available authorized shares to issue and received approval form the SEC in November 2019. The intent is to obtain up to $3,000,000 in tranches of $250,000 over time. The Company intends to use these proceeds as follows: For the animal therapy market: ● Fund the effort to communicate the benefits of IsoPet ® ● Conduct additional clinical studies to generate more data for the veterinary community ● Subsidize some IsoPet ® ● Assist a new regional clinic with their license and certification training. For the human market: ● Enhance the pedigree of the Quality Management System. ● Complete the pre-clinical testing that has been previously defined and report the bulk of the results to the FDA in a pre-submission meeting. ● Use the feedback from that meeting to write the IDE (Investigational Device Exemption), which is required to initiate clinical trials. The Company has raised $125,280 in proceeds under this Regulation A+ in March 2020, which was in escrow until April 2020 at which time it was deposited into the Company’s accounts. The common shares for these proceeds were issued in April 2020. In addition, the Company converted their outstanding convertible notes payable of $415,000, $23,427 in accrued interest and $87,686 in an exchange premium stipulated in the note agreements into shares of common stock effective March 31, 2020. These shares were issued in April 2020, however effective as of March 31, 2020. 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 Company has been impacted from the effects of COVID-19. The Company’s headquarters are in Northeast Washington however there focus of the animal therapy market has been the Northwestern sector of the United States, the initial epicenter of the COVID-19 outbreak in the United States. In addition to a slow down in the marketing of the services, the volatility of the stock market has contributed to a lack of funds that ordinarily may have been available to the Company. The Company is hopeful that by the end of the third quarter of 2020, they will be allowed to continue their marketing to the animal therapy market and attempt to increase the exposure to their product and generate revenue accordingly. 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. As of December 31, 2019, the Company has $20,381 cash on hand. There are currently commitments to vendors for products and services purchased that will necessitate liquidation of the Company if it is unable to raise additional capital. The current level of cash is not enough to cover the fixed and variable obligations of the Company. The Company was able to execute the following transactions to improve their balance sheet and decrease the liabilities incurred and increase their cash flow: ● In November 2019, the Company had its Regulation A+ approved by the Securities and Exchange Commission for an offering up to 150 million shares of common stock. ● During the Company’s second and third fiscal quarters, the Company secured approximately $300,000 in convertible promissory notes. ● The Company recognized its first few sales of IsoPet ® . Assuming the Company is successful in the Company’s sales/development effort, it believes that it will be able to raise additional funds through strategic agreements or the sale of the Company’s stock to either current or new stockholders. There is no guarantee that the Company will be able to raise additional funds or to do so at an advantageous price. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 audited 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 years ended December 31, 2019 and 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 December 31, 2019 and 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 and Beneficial Conversion Feature 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. The Company accounts for the beneficial conversion feature on its convertible instruments in accordance with ASC 470-20. The Beneficial Conversion Feature (“BCF”) is normally characterized as the convertible portion or feature that provides a rate of conversion that is below market value or in the money when issued. The Company records a BCF when these criteria exist, when issued. BCFs that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. To determine the effective conversion price, the Company first allocates the proceeds received to the convertible instrument, and then use those allocated proceeds to determine the effective conversion price. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible instrument on the proceeds allocated to that instrument. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid in capital, resulting in a discount to the convertible instrument. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. 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%), then on October 8, 2019 to reduce the fee back to one percent (1%). Future minimum royalties for the years ended December 31 are noted below: Calendar Year Minimum Royalties per Calendar Year 2020 $ 10,000 2021 10,000 2022 4,000 Total $ 24,000 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 2020 fee was paid in January 2020. 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 capitalized costs in the years ended December 31, 2019 and 2018, respectively. However, a patent was filed on July 1, 2019 (No. 1811.191) filed by Michael Korenko and David Swanberg and assigned to the Company based on the Company’s proprietary particle manufacturing process. The timing of this filing was important given the Company’s plans to make IsoPet® commercially available, which it did on or about July 9, 2019. This additional patent protection will strengthen the Company’s competitive position. It is the Company’s intention to further extend this patent protection to several key countries within one year, as permitted under international patent laws and treaties. 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. The Company recognized revenue as they (i) identified the contracts with ach customer; (ii) identified the performance obligation in each contract; (iii) determined the transaction price in each contract; (iv) were able to allocate the transaction price to the performance obligations in the contract; and (v) recognized revenue upon the satisfaction of the performance obligation. Upon the sales of the product to complete the procedures on the animals, the Company recognized revenue as that was considered the performance obligation. All revenue generated during the year ended December 31, 2019 related to sales of product. 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, 2019 and 2018, 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 December 31, 2019 and 2018, which include the following: December 31, 2019 December 31, 2018 Convertible debt 10,914,782 17,594 Preferred stock 27,372,515 44,512,740 Common stock options 34,524,580 11,318,021 Common stock warrants 31,286,847 23,052,472 Total potential dilutive securities 104,098,724 78,900,827 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 $67,584 and $104,208 research and development costs for the years ended December 31, 2019, and 2018, respectively, all of which were recorded in the Company’s operating expenses noted on the statements of operations for the years 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 years ended December 31, 2019, and 2018, respectively. During the years ended December 31, 2019 and 2018, the Company incurred $0 and $11,500, 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. 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 December 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 years ended December 31, 2019 and 2018. The Company did not have any deferred tax liability or asset on its balance sheet on December 31, 2019 and 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 years ended December 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 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. The Company has determined that no amounts had to be revalued upon adoption of this amendment. 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 July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260).” The amendments in the update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. The amendments also clarify existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260, Earnings Per Share, to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption did not have a material impact on the Company’s 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. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 3: FIXED ASSETS Fixed assets consist of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Production equipment $ - $ 15,182 Less accumulated depreciation - (15,182 ) $ - $ - There is no depreciation expense for the years ended December 31, 2019 and 2018. In June 2019, the Company sold the one piece of equipment still held for $0. The basis of this piece of equipment was also $0, resulting in no gain or loss on the sale. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4: RELATED PARTY TRANSACTIONS Related Party Convertible Notes Payable As of December 31, 2019 and 2018, the Company had the following related party convertible notes outstanding: December 31, 2019 December 31, 2018 Principal Accrued Principal Accrued September 2019 $15,000 Note, 8% interest, due January 2020 $ 15,000 $ 321 $ - $ - Other related party notes - 1,054 - 1,054 March 2017 $332,195 Note, 10% interest, due May 2017 - - - - Total Convertible Notes Payable, Net $ 15,000 $ 1,375 $ - $ 1,054 Less: Debt Discount (500 ) - - - $ 14,500 $ 1,375 $ - $ 1,054 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. The Company from time to time receives non-interest bearing advancers from its Chief Executive Officer that are due on demand. During the year ended December 31, 2019, the Company received $20,000 in advances and repaid $5,000 of these and had $15,000 outstanding at September 24, 2019. On September 24, 2019, these advances were converted into a convertible note at 8% interest which matures January 15, 2020. Interest on this note for the period ended December 31, 2019 amounted to $321, and this amount is accrued at December 31, 2019. The Chief Executive Officer received 150,000 warrants when the advances were converted into this convertible note payable. The Company recognized a discount on the convertible note of $3,721 as a result of the warrants which are being amortized over the life of the note through January 15, 2020. The Company is in default of this note. As a result of the default, the interest rate charged was changed to 12.5% through conversion of this note in April 2020. Interest expense for the years ended December 31, 2019 and 2018 on the related party convertible notes payable amounted to $321 and $29,650, respectively. Related Party Notes Payable As of December 31, 2019 and December 31, 2018, the Company had the following related party notes outstanding: December 31, 2019 December 31, 2018 Principal Accrued Principal Accrued January 2019 $60,000 Note, 8% interest, due January 2020 $ 60,000 $ 4,472 $ - $ - March 2019 $48,000 Note, 8% interest, due March 2020 48,000 2,927 - - April 2019 $29,000 Note, 8% interest, due April 2020 29,000 1,559 - - July 2019 $50,000 Note 8% interest, due July 2020 50,000 1,956 - - November 2019 $50,000 Note 8% interest, due November 2020 50,000 393 - - Total Related Party Notes Payable, Net $ 237,000 $ 11,307 $ - $ - 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 which was to mature January 24, 2020 and bears interest at an annual rate of 8.00%. The Company is in default of this note. 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%. The Company is in default of this note. 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. On July 5, 2019 the Company entered into a note payable with a trust related to one of our directors in the amount of $50,000. The note is for a one-year period maturing July 5, 2020 and bears interest at an annual rate of 8%. On November 25, 2019 the Company entered into a note payable with a trust related to one of our directors in the amount of $50,000. The note is for a one-year period maturing November 25, 2020 and bears interest at an annual rate of 8%. Interest expense for these notes for the year ended December 31, 2019 and accrued interest at December 31, 2019 is $11,307. The Company borrowed $15,000 in March 2020 from its CEO and repaid this amount in April 2020. 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 $32,110 and $38,610 as of December 31, 2019 and 2018, respectively. Preferred and Common Shares Issued to Officers and Directors During 2018, the Company issued 4,832,820 shares of common stock and warrants to purchase shares of common stock totaling 2,416,410 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 450,000 shares of common stock in settlement of accounts payable and notes payable valued at $50,400. The Company granted 225,000 warrants in connection with this transaction and recognized a loss of $35,400 in accordance with this settlement. The Company’s Chairman converted the Series B Convertible Preferred Shares into Series C Convertible Preferred Shares and as of April 2020, the 385,302 shares that are issued in the Series C Convertible Preferred Stock are all to the Chairman. In April 2020, effective March 31, 2020, the Company converted the $15,000 convertible note payable along with $619 in accrued interest and an exchange premium of $3,124 into 694,178 shares of common stock. This was part of the Regulation A+. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 5: CONVERTIBLE NOTES PAYABLE As of December 31, 2019 and 2018, the Company had the following convertible notes outstanding: December 31, 2019 December 31, 2018 Principal Accrued Interest Principal 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 $ 39,998 $ 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 May 2019 $60,000 Note convertible into common shares at $0.04 per share, 8% interest, due October 30, 2019 60,000 3,264 - - July 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 50,000 1,880 - - September 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 50,000 1,235 - - September 2019 $38,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 38,000 939 - - September 2019 $25,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 25,000 612 - - September 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 50,000 1,213 - - September 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 50,000 1,202 - - September 2019 $37,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 37,000 833 - - December 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due March 31, 2020 50,000 - - - Penalties on notes in default 10,618 - 8,824 - Total Convertible Notes Payable, Net $ 465,618 $ 75,166 $ 53,824 $ 58,593 Less: BCF Discount (6,187 ) - - - Less: Debt Discount (24,545 ) - - - $ 434,886 $ 75,166 $ 53,824 $ 58,593 Interest expense for the years ended December 31, 2019 and 2018 on the convertible notes payable amounted to $16,563 and $187,741, 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 1,500,000 shares of common stock at a conversion rate of $0.112 (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. The Company entered into a $50,000 convertible promissory note dated May 31, 2019, that was to mature October 30, 2019. The convertible promissory note bears interest at a rate of 8%, The convertible promissory note is convertible into shares of common stock at a price of $0.032 per share. Upon the closing of an equity financing pursuant to an effective registration statement with gross proceeds to the Company totaling at least $250,000 exclusive of any exchanges (“Qualified Financing”), the outstanding principal amount of this convertible promissory note together with all accrued and unpaid interest shall be exchanged into such securities as are issued in the Qualified Financing at a rate of 1.20. Upon an exchange, the Payee shall be granted all rights afforded to an investor in the Qualified Financing. The $10,000 contingent exchange amount is classified as original issue discount and will be amortized over the life of the convertible promissory note. The convertible promissory noteholder received 625,000 warrants at an exercise price of $0.04 per share, that have a term of two years. The warrants were valued at $12,592 and represent a debt discount, which were amortized over the life of the convertible promissory note. The Company entered into $300,000 in convertible promissory notes in July and September 2019, that were to mature January 15, 2020. The convertible promissory notes bear interest at a rate of 8%, The convertible promissory notes are convertible into shares of common stock at a price of $0.04 per share. Upon the closing of an equity financing pursuant to an effective registration statement with gross proceeds to the Company totaling at least $250,000 exclusive of any exchanges (“Qualified Financing”), the outstanding principal amount of this convertible promissory notes together with all accrued and unpaid interest shall be exchanged into such securities as are issued in the Qualified Financing at a rate of 1.20. Upon an exchange, the Payee shall be granted all rights afforded to an investor in the Qualified Financing. The convertible promissory noteholders received 3,000,000 warrants at an exercise price ranging between $0.06 and $0.08 per share, that have a term of two years. The warrants were valued at $91,716 and represent a debt discount, which will be amortized over the life of the convertible promissory notes. In addition, the Company recognized a beneficial conversion feature discount to the notes of $59,957 that is being amortized over the life of the notes. For the year ended December 31, 2019, the Company recognized $53,770 in amortization of the BCF discount. The Company is in default of these notes. As a result of the default, the interest rate charged was changed to 12.5% up through the conversion of this note effective March 31, 2020. The Company entered into $50,000 in a convertible promissory note on December 31, 2019, that matures March 31, 2020. The convertible promissory notes bear interest at a rate of 8%, The convertible promissory note is convertible into shares of common stock at a price of $0.04 per share. Upon the closing of an equity financing pursuant to an effective registration statement with gross proceeds to the Company totaling at least $250,000 exclusive of any exchanges (“Qualified Financing”), the outstanding principal amount of this convertible promissory notes together with all accrued and unpaid interest shall be exchanged into such securities as are issued in the Qualified Financing at a rate of 1.20. Upon an exchange, the Payee shall be granted all rights afforded to an investor in the Qualified Financing. The convertible promissory noteholders received 625,000 warrants at an exercise price of $0.06 per share, that have a term of two years. The warrants were valued at $14,299 and represent a debt discount, which will be amortized over the life of the convertible promissory note. This note was converted effective March 31, 2020. |
Promissory Notes Payable
Promissory Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Promissory Notes Payable | NOTE 6: PROMISSORY NOTES PAYABLE As of December 31, 2019 and December 31, 2018, the Company had the following promissory notes outstanding: December 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, extended to February 2020, at 8.00% interest (originally) and now 15% interest $ 100,000 $ 5,410 $ - - Debt discount (-) - - - Total Promissory Notes Payable, Net $ 100,000 $ 5,410 $ - $ - The Company issued two separate promissory notes on February 20, 2019 at $50,000 each (total of $100,000) that were to mature on August 20, 2019 and accrued interest at 8.00% per annum. In connection with the promissory notes, the Company issued warrants to purchase 1,250,000 shares of common stock. The Company recorded the relative fair value of the warrants as a debt discount of $28,721 and amortized the discount over the life of the note (6 months). Amortization of debt discount for the year ended December 31, 2019 was $28,721 and is recorded as interest expense on the statement of operations for the year ended December 31, 2019. On August 20, 2019, the two noteholders agreed to extend these notes another six-months to February 20, 2020, then amended again for six-months and the notes now mature August 20, 2020. In consideration for the extension, the note holders received 750,000 warrants (375,000 each) and the interest rate on the notes increased from 8% to 15% per annum. The accrued interest at August 20, 2019 of $4,000 was paid to the note holders. The interest expense on these notes for the year ended December 31, 2019 amounted to $9,410, of which $5,410 is accrued for as of December 31, 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7: INCOME TAXES The Tax Cuts and Jobs Act (the “ Act Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryover $ 5,890,000 $ 5,760,000 Interest expense 15,000 - Related party accrual 23,400 2,300 Capital Loss Carryover 3,400 3,400 Deferred tax liabilities Depreciation (2,100 ) (2,100 ) Valuation allowance (5,929,700 ) (5,763,600 ) Net deferred tax asset $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pretax income from continuing operations for the years ended December 31, 2019 and 2018 due to the following: December 31, 2019 December 31, 2018 Book income (loss) $ (338,100 ) $ (1,617,600 ) Forgiveness of debt (7,200 ) - Depreciation (1,100 ) (1,100 ) Interest expense 15,000 - Related party accrual 21,100 (108,300 ) Meals and entertainment - 300 Stock for services 2,600 100 Options expense 134,000 302,000 Non-cash interest expense 39,900 1,046,900 Other non-deductible expenses - 261,800 Valuation allowance 133,800 115,900 Income tax expense $ - $ - At December 31, 2019, the Company had net operating loss carryforwards of approximately $28,045,000. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. At the adoption date of January 1, 2007, the Company had no unrecognized tax benefit, which would affect the effective tax rate if recognized. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2019, the Company had no accrued interest or penalties related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction. The Company is located in the state of Washington and Washington state does not require the filing of income taxes. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2016. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 8: STOCKHOLDERS’ DEFICIT Common Stock The Company has 950,000,000 shares of common stock authorized, with a par value of $0.001, and as of December 31, 2019 and December 31, 2018, the Company has 184,845,821 and 163,445,736 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 went effective by FINRA on June 28, 2019. Preferred Stock As of December 31, 2019 and 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 The Series C Convertible Preferred will only be convertible at any time after the date that the Company shall have amended its Certificate of Incorporation to increase the number of shares of common stock authorized for issuance thereunder or effect a reverse stock split of the outstanding shares of common stock by a sufficient amount to permit the conversion of all Series C Convertible Preferred into shares of common stock (“ 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 1,250,000 shares of common stock, 100,000 shares of Series B Convertible Preferred and warrants to purchase 1,250,000 shares of common stock. The Company issued 18,390,225 shares of common stock in consideration for the conversion of 1,471,218 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. The Company issued 1,062,500 shares of common stock in a settlement of accounts payable valued at $43,900. This includes 500,000 shares to the Company’s former CEO in settlement of that litigation (see Note 9). The Company issued 312,500 shares of common stock for services rendered in connection with the raising of debt instruments valued at $12,500. The Company issued 385.000 shares of common stock in conversion of vested restricted stock units. Common and Preferred Stock Issuances - 2018 During 2018, the Company issued 1,250 shares of common stock for services valued at $449. During 2018, the Company issued 128,528,788 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 1,532,476 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 17,078,500 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, 7,782,820 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 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, 2017 152,813 $ 4.00-120.00 3.91 years $ - $ 1.08 Options granted 11,165,208 $ 0.11 - $ - Options exercised - $ - - $ - Options expired - $ - - $ - Balance at December 31, 2018 11,318,021 $ 0.11-120.00 - $ - $ 0.24 Options granted 23,252,809 $ 0.025 4-0.04 - $ - Options exercised - $ - - $ - Options expired (46,250 ) $ - - $ - Balance at December 31, 2019 34,524,580 $ 0.024-120.00 6.49 years $ 277,973 $ 0.08 Exercisable at December 31, 2019 34,428,955 $ 0.024-120.00 6.48 years $ 276,729 $ 0.08 In June 2019, the Company issued 382,500 stock options to consultants that vest through June 30, 2020. The grant date of these options was June 17, 2019, the date of board approval. On June 21, 2019, 46,250 stock options expired that were issued June 21, 2016. There was $6,529 expensed in 2019 and $2,176 remaining to be expensed through June 30, 2020 for these options. The Company has granted 21,000,000 stock options under the Company’s 2015 Omnibus Securities and Incentive Plan to Dr. Korenko. The granting of the stock options occurs 10 days after the approval of the Company’s recent 1 for 8 reverse stock split that occurred on June 28, 2018. The vesting of the options are as follows: (i) 50% vested in equal amounts at the end of each of the two successive calendar quarters (25% for each of the quarters September 30, 2019, and December 31, 2019); (ii) 25% upon the Company filing a patent (completed on July 1, 2019); and (iii) 25% upon the first commercial sale of IsoPet ® In September 2019, the Company granted 1,000,000 stock options in a settlement agreement for past due legal fees. The options have a ten-year life and vest immediately. These options were valued at $33,829 which offset accounts payable. The Company recognized a gain of $34,106 on this transaction which is included in the net (gain) loss on debt extinguishment in the statement of operations for the year ended December 31, 2019. In September 2019, the Company granted 500,000 stock options to a consultant for services rendered. The options have a ten-year life and vest immediately. These options were valued at $16,915. In December 2019, the Company granted 370,309 stock options to consultants for accounts payable. The options have a ten-year life and vest immediately. These options were valued at $14,812. During the years ending December 31, 2019 and 2018, the Company recognized $608,588 and $1,164,885, respectively, worth of stock based compensation related to the vesting of it stock options. Common Stock Warrants The following schedule summarizes the changes in the Company’s common 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, 2017 38,026 $ 0.14 1.19 years $ 749 $ 0.32 Warrants granted 23,043,663 $ - - $ Warrants exercised - $ - - $ Warrants expired/cancelled (29,217 ) $ - - $ Balance at December 31, 2018 23,052,472 $ 0.08-80.00 1.77 years $ - $ 0.08 Warrants granted 8,234,375 $ 0.04-0.08 - $ Warrants exercised - $ - - $ Warrants expired/cancelled , $ - - $ Balance at December 31, 2019 31,286,847 $ 0.04-80.00 0.97 years $ - $ 0.10 Exercisable at December 31, 2019 31,286,847 $ 0.04-80.00 0.97 years $ - $ 0.10 For the year ended December 31, 2018, the Company granted 2,416,410 warrants to settle accrued payroll, 7,925,503 warrants to settle other payables, 2,725,000 warrants to settle accounts payable, 750,000 warrants issued for consulting services and 9,226,750 warrants in the issuance of shares issued for cash. For the year ended December 31, 2019, the Company granted 1,250,000 warrants in the issuance of common and preferred shares issued for cash to accredited investors, 5,650,000 warrants in the issuance of promissory notes (recorded as a debt discount valued at $151,048), 750,000 warrants for the extension of promissory notes, recorded as interest expense valued at $25,656, 500,000 warrants for settlement of accounts payable valued at $18,500 (see Note 9) and 84,375 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, 2017 717,500 $ 0.59 RSU’s granted - $ - RSU’s vested (310,000 ) $ - RSU’s forfeited (145,000 ) $ - Balance at December 31, 2018 262,500 $ 0.59 RSU’s granted - $ - RSU’s vested - $ - RSU’s forfeited - $ - Balance at December 31, 2019 262,500 $ 0.59 During the years ended December 31, 2019 and 2018, the Company recognized $0 and $113,189 worth of expense related to the vesting of its RSU’s, respectively. As of December 31, 2019, the Company had $155,400 worth of expense yet to be recognized for RSU’s not yet vested. |
Legal Matters
Legal Matters | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | NOTE 9: LEGAL MATTERS The Company may, from time to time, be involved in various legal proceedings incidental to the conduct of our business. Historically, the outcome of all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of operations or liquidity. Other than as set forth below, there are no additional material pending or threatened legal proceedings at this time. On January 28, 2019, James Katzaroff, (“ Plaintiff Release Complaint On November 25, 2019, the Company and its current and former directors entered into a Settlement Agreement with the Plaintiff. Under the terms of the Settlement Agreement, the Company has agreed to issue 500,000 shares of common stock and 500,000 warrants to the Plaintiff, make an initial payment of $33,503 by December 4, 2019 and beginning on December 16, 2019, the Company will make payments of $10,000 per month for 10 months in full satisfaction of the Separation Agreement and General Release originally entered into on July 21, 2017. |
Commitment
Commitment | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment | NOTE 10: COMMITMENT On June 4, 2019, the Company entered into an Executive Employment Agreement (“Employment Agreement”) with Dr. Michael K. Korenko, the Company’s Chief Executive Officer. The employment term under the Employment Agreement commenced with an effective date of June 11, 2019 and expires on December 31, 2020, and December 31 of each successive year if the Employment Agreement is extended, unless terminated earlier as set forth in the Employment Agreement. Under the terms of the Employment Agreement, the Company shall pay to Dr. Korenko a base compensation of $180,000. Of this amount, $120,000 is booked in monthly intervals and the remaining balance is only paid upon the Company achieving a cash balance that exceeds $1,000,000. The Company has elected to record the compensation as $120,000, and upon achieving the milestone of $1,000,000 in cash balances, will record the deferred compensation at that time. |
Concentrations of Credit and Ot
Concentrations of Credit and Other Risks | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit and Other Risks | NOTE 11: CONCENTRATIONS OF CREDIT AND OTHER RISKS Accounts Receivable The Company had one customer that represented 100% of the Company’s total revenues for the year ended December 31, 2019. The customer that represented 100% of the Company’s total revenue for the year ended December 31, 2019 had no net accounts receivable balance at December 31, 2019. The loss of a significant customer representing the percentage of total revenue would have a temporary adverse effect on the Company’s revenue, which would continue until the Company located new customers to replace them. The Company routinely assesses the financial strength of its customers and provides an allowance for doubtful accounts as necessary. As of December 31, 2019 and 2018, the Company had no allowance or bad debt expense recorded. Product Purchases Some of the products the Company might market and components thereof are currently available only from a limited number of suppliers including the source for the main component in the Company’s products, Y-90 which is only derived from one source, several of which are international suppliers. Failure to obtain deliveries from these sources could have a material adverse effect on the Company’s ability to operate. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12: SUBSEQUENT EVENTS The Company in January 2020 paid $50,000 to redeem 100,000 shares of Series B Convertible Preferred Stock. The redemption price was agreed to by the investor. The Company issued a convertible note in the amount of $100,000 to an accredited investor. The note bears interest at 8% per annum and matures March 31, 2020. The Company granted 1,250,000 warrants with an exercise price of $0.06 per share and a term of two years with this note and amended 1,312,500 previously issued warrants held by the investor to provide for a $.06 exercise price and an expiration date of March 31, 2022. All of the notes (convertible and non-convertible) that had a maturity date of January 15, 2020 were in default, resulting in a default interest rate of 12.5% from this date through the date they were converted effective March 31, 2020. In January 2020, the Company converted 435,990 shares of Series C Convertible Preferred stock into 5,449,875 shares of common stock. On February 15, 2020, the two notes for $50,000 each were extended to August 15, 2020. In March 2020, the Company entered into agreements to issue 4,640,000 shares of common stock conditioned upon the qualification of the offer and sale of such shares under Regulation A+ for $125,280. Additionally, the Company agreed to issue 2,320,000 warrants with a term of two years and an exercise price of $.045 for a purchase price of $1,243. In March 2020, certain holders of convertible promissory notes entered into agreements to exchange certain notes totaling $526,113, including $415,000 in principal amount, $23,427 in accrued interest and an exchange premium as provided for in the note agreements of $87,686 into 19,485,668 shares of common stock effective upon the qualification of the offer and sale of such shares under Regulation A+. In connection with the holder’s agreement to enter into the exchange, the Company intends to issue 2,075,000 warrants with a two-year term and an exercise price of $0.045 per share and amend 4,400,000 previously issued warrants to provide for a $.045 exercise price and an expiration date of March 31, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 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 audited 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 years ended December 31, 2019 and 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 December 31, 2019 and 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 and Beneficial Conversion Feature | Derivative Liabilities and Beneficial Conversion Feature 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. The Company accounts for the beneficial conversion feature on its convertible instruments in accordance with ASC 470-20. The Beneficial Conversion Feature (“BCF”) is normally characterized as the convertible portion or feature that provides a rate of conversion that is below market value or in the money when issued. The Company records a BCF when these criteria exist, when issued. BCFs that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. To determine the effective conversion price, the Company first allocates the proceeds received to the convertible instrument, and then use those allocated proceeds to determine the effective conversion price. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible instrument on the proceeds allocated to that instrument. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid in capital, resulting in a discount to the convertible instrument. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. |
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%), then on October 8, 2019 to reduce the fee back to one percent (1%). Future minimum royalties for the years ended December 31 are noted below: Calendar Year Minimum Royalties per Calendar Year 2020 $ 10,000 2021 10,000 2022 4,000 Total $ 24,000 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 2020 fee was paid in January 2020. |
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 capitalized costs in the years ended December 31, 2019 and 2018, respectively. However, a patent was filed on July 1, 2019 (No. 1811.191) filed by Michael Korenko and David Swanberg and assigned to the Company based on the Company’s proprietary particle manufacturing process. The timing of this filing was important given the Company’s plans to make IsoPet® commercially available, which it did on or about July 9, 2019. This additional patent protection will strengthen the Company’s competitive position. It is the Company’s intention to further extend this patent protection to several key countries within one year, as permitted under international patent laws and treaties. |
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. The Company recognized revenue as they (i) identified the contracts with ach customer; (ii) identified the performance obligation in each contract; (iii) determined the transaction price in each contract; (iv) were able to allocate the transaction price to the performance obligations in the contract; and (v) recognized revenue upon the satisfaction of the performance obligation. Upon the sales of the product to complete the procedures on the animals, the Company recognized revenue as that was considered the performance obligation. All revenue generated during the year ended December 31, 2019 related to sales of product. |
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, 2019 and 2018, 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 December 31, 2019 and 2018, which include the following: December 31, 2019 December 31, 2018 Convertible debt 10,914,782 17,594 Preferred stock 27,372,515 44,512,740 Common stock options 34,524,580 11,318,021 Common stock warrants 31,286,847 23,052,472 Total potential dilutive securities 104,098,724 78,900,827 |
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 $67,584 and $104,208 research and development costs for the years ended December 31, 2019, and 2018, respectively, all of which were recorded in the Company’s operating expenses noted on the statements of operations for the years 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 years ended December 31, 2019, and 2018, respectively. During the years ended December 31, 2019 and 2018, the Company incurred $0 and $11,500, 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. 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 December 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 years ended December 31, 2019 and 2018. The Company did not have any deferred tax liability or asset on its balance sheet on December 31, 2019 and 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 years ended December 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 |
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. The Company has determined that no amounts had to be revalued upon adoption of this amendment. |
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 July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260).” The amendments in the update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. The amendments also clarify existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260, Earnings Per Share, to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption did not have a material impact on the Company’s 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 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 2020 $ 10,000 2021 10,000 2022 4,000 Total $ 24,000 |
Schedule of Dilutive Earnings Per Share | The following represent common stock equivalents that could be dilutive in the future as of December 31, 2019 and 2018, which include the following: December 31, 2019 December 31, 2018 Convertible debt 10,914,782 17,594 Preferred stock 27,372,515 44,512,740 Common stock options 34,524,580 11,318,021 Common stock warrants 31,286,847 23,052,472 Total potential dilutive securities 104,098,724 78,900,827 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Production equipment $ - $ 15,182 Less accumulated depreciation - (15,182 ) $ - $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction | As of December 31, 2019 and 2018, the Company had the following related party convertible notes outstanding: December 31, 2019 December 31, 2018 Principal Accrued Principal Accrued September 2019 $15,000 Note, 8% interest, due January 2020 $ 15,000 $ 321 $ - $ - Other related party notes - 1,054 - 1,054 March 2017 $332,195 Note, 10% interest, due May 2017 - - - - Total Convertible Notes Payable, Net $ 15,000 $ 1,375 $ - $ 1,054 Less: Debt Discount (500 ) - - - As of December 31, 2019 and December 31, 2018, the Company had the following related party notes outstanding: December 31, 2019 December 31, 2018 Principal Accrued Principal Accrued January 2019 $60,000 Note, 8% interest, due January 2020 $ 60,000 $ 4,472 $ - $ - March 2019 $48,000 Note, 8% interest, due March 2020 48,000 2,927 - - April 2019 $29,000 Note, 8% interest, due April 2020 29,000 1,559 - - July 2019 $50,000 Note 8% interest, due July 2020 50,000 1,956 - - November 2019 $50,000 Note 8% interest, due November 2020 50,000 393 - - Total Related Party Notes Payable, Net $ 237,000 $ 11,307 $ - $ - |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | As of December 31, 2019 and 2018, the Company had the following convertible notes outstanding: December 31, 2019 December 31, 2018 Principal Accrued Interest Principal 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 $ 39,998 $ 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 May 2019 $60,000 Note convertible into common shares at $0.04 per share, 8% interest, due October 30, 2019 60,000 3,264 - - July 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 50,000 1,880 - - September 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 50,000 1,235 - - September 2019 $38,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 38,000 939 - - September 2019 $25,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 25,000 612 - - September 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 50,000 1,213 - - September 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 50,000 1,202 - - September 2019 $37,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020 37,000 833 - - December 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due March 31, 2020 50,000 - - - Penalties on notes in default 10,618 - 8,824 - Total Convertible Notes Payable, Net $ 465,618 $ 75,166 $ 53,824 $ 58,593 Less: BCF Discount (6,187 ) - - - Less: Debt Discount (24,545 ) - - - $ 434,886 $ 75,166 $ 53,824 $ 58,593 |
Promissory Notes Payable (Table
Promissory Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Promissory Notes Payable, Net | As of December 31, 2019 and December 31, 2018, the Company had the following promissory notes outstanding: December 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, extended to February 2020, at 8.00% interest (originally) and now 15% interest $ 100,000 $ 5,410 $ - - Debt discount (-) - - - Total Promissory Notes Payable, Net $ 100,000 $ 5,410 $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets | Net deferred tax assets consist of the following components as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryover $ 5,890,000 $ 5,760,000 Interest expense 15,000 - Related party accrual 23,400 2,300 Capital Loss Carryover 3,400 3,400 Deferred tax liabilities Depreciation (2,100 ) (2,100 ) Valuation allowance (5,929,700 ) (5,763,600 ) Net deferred tax asset $ - $ - |
Schedule of Federal Income Tax Rate | The income tax provision differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pretax income from continuing operations for the years ended December 31, 2019 and 2018 due to the following: December 31, 2019 December 31, 2018 Book income (loss) $ (338,100 ) $ (1,617,600 ) Forgiveness of debt (7,200 ) - Depreciation (1,100 ) (1,100 ) Interest expense 15,000 - Related party accrual 21,100 (108,300 ) Meals and entertainment - 300 Stock for services 2,600 100 Options expense 134,000 302,000 Non-cash interest expense 39,900 1,046,900 Other non-deductible expenses - 261,800 Valuation allowance 133,800 115,900 Income tax expense $ - $ - |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [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, 2017 152,813 $ 4.00-120.00 3.91 years $ - $ 1.08 Options granted 11,165,208 $ 0.11 - $ - Options exercised - $ - - $ - Options expired - $ - - $ - Balance at December 31, 2018 11,318,021 $ 0.11-120.00 - $ - $ 0.24 Options granted 23,252,809 $ 0.025 4-0.04 - $ - Options exercised - $ - - $ - Options expired (46,250 ) $ - - $ - Balance at December 31, 2019 34,524,580 $ 0.024-120.00 6.49 years $ 277,973 $ 0.08 Exercisable at December 31, 2019 34,428,955 $ 0.024-120.00 6.48 years $ 276,729 $ 0.08 |
Schedule of Changes in Stock Warrants | The following schedule summarizes the changes in the Company’s common 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, 2017 38,026 $ 0.14 1.19 years $ 749 $ 0.32 Warrants granted 23,043,663 $ - - $ Warrants exercised - $ - - $ Warrants expired/cancelled (29,217 ) $ - - $ Balance at December 31, 2018 23,052,472 $ 0.08-80.00 1.77 years $ - $ 0.08 Warrants granted 8,234,375 $ 0.04-0.08 - $ Warrants exercised - $ - - $ Warrants expired/cancelled , $ - - $ Balance at December 31, 2019 31,286,847 $ 0.04-80.00 0.97 years $ - $ 0.10 Exercisable at December 31, 2019 31,286,847 $ 0.04-80.00 0.97 years $ - $ 0.10 |
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, 2017 717,500 $ 0.59 RSU’s granted - $ - RSU’s vested (310,000 ) $ - RSU’s forfeited (145,000 ) $ - Balance at December 31, 2018 262,500 $ 0.59 RSU’s granted - $ - RSU’s vested - $ - RSU’s forfeited - $ - Balance at December 31, 2019 262,500 $ 0.59 |
Organization & Basis of Prese_2
Organization & Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Nov. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common stock, authorized | 950,000,000 | 950,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Current operation activities | $ 2,300,000 | |||
Proceeds from raising capital | $ 3,000,000 | |||
Capital raising description | The intent is to obtain up to $3,000,000 in tranches of $250,000 over time. | |||
Proceeds from issuance of common stock | $ 50,000 | $ 683,140 | ||
Outstanding debt amount | 300,000 | |||
Accrued interest | 75,166 | 58,593 | ||
Debt conversion, amount converted | $ 7,290,473 | |||
Cash | 20,381 | |||
Offering shares of common stock | 150,000,000 | |||
Subsequent Event [Member] | ||||
Proceeds from issuance of common stock | $ 125,280 | |||
Outstanding debt amount | 415,000 | |||
Accrued interest | 23,427 | |||
Debt conversion, amount converted | $ 87,686 | |||
Minimum [Member] | ||||
Current operation activities | 5,000,000 | |||
Maximum [Member] | ||||
Current operation activities | $ 10,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Inventory | |||
Production equipment capitalized cost | 2,500 | ||
Fixed assets capitalized cost | 1,500 | ||
Nonrefundable license fee | $ 17,500 | ||
Royalties percentage, description | The increase in royalties from one percent (1%) to two percent (2%), then on October 8, 2019 to reduce the fee back to one percent (1%). | ||
Economic life of the patent | 10 years | ||
Income from grants | $ 17,500 | 17,500 | |
Research and development costs | $ 67,584 | 104,208 | |
Advertising and marketing costs | 0 | 11,500 | |
Income tax description | The Act reduces the US 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 | $ 133,800 | $ 115,900 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Depreciation Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Production Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset | 3 years |
Production Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset | 7 years |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset | 2 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset | 2 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Future Minimum Royalties (Details) | Dec. 31, 2019USD ($) |
Accounting Policies [Abstract] | |
2020 | $ 10,000 |
2021 | 10,000 |
2022 | 4,000 |
Total | $ 24,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Dilutive Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 104,098,724 | 78,900,827 |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 10,914,782 | 17,594 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 27,372,515 | 44,512,740 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 34,524,580 | 11,318,021 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 31,286,847 | 23,052,472 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | |||
Piece of Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Proceeds from sale of equipment | $ 0 | ||
Equipment value | $ 0 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - Production Equipment [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Production equipment | $ 15,182 | |
Less accumulated depreciation | (15,182) | |
Net fixed assets |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 24, 2019 | Apr. 29, 2019 | Mar. 27, 2019 | Feb. 20, 2019 | Jan. 24, 2019 | Oct. 10, 2018 | Aug. 09, 2018 | Apr. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2017 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Nov. 25, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 25, 2019 | Aug. 20, 2019 | Jul. 05, 2019 | Oct. 31, 2018 | Oct. 19, 2018 |
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Accrued interest payable | $ 75,166 | $ 58,593 | $ 75,166 | $ 58,593 | |||||||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||
Note maturity date | Aug. 20, 2019 | ||||||||||||||||||||||||
Debt conversion, amount converted | 7,290,473 | ||||||||||||||||||||||||
Advances from related party | 237,000 | ||||||||||||||||||||||||
Proceeds from warrants | 750,000 | ||||||||||||||||||||||||
Debt discount | 24,545 | 24,545 | |||||||||||||||||||||||
Notes payable to related party | 237,000 | 237,000 | |||||||||||||||||||||||
Related party payables | 32,110 | 38,610 | 32,110 | 38,610 | |||||||||||||||||||||
Gain loss on conversion of debt | (18,744) | 605,601 | |||||||||||||||||||||||
Conversion shares issued | |||||||||||||||||||||||||
Convertible note payable | 465,618 | $ 53,824 | 465,618 | 53,824 | |||||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Accrued interest payable | $ 619 | ||||||||||||||||||||||||
Debt conversion, amount converted | $ 3,124 | ||||||||||||||||||||||||
Debt conversion, shares issued | 694,178 | ||||||||||||||||||||||||
Convertible note payable | $ 15,000 | ||||||||||||||||||||||||
Accounts Payable and Notes Payable [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Gain loss on conversion of debt | $ 35,400 | ||||||||||||||||||||||||
Number of stock issued for settlement of debt | 450,000 | ||||||||||||||||||||||||
Number of stock issued for settlement of debt, value | $ 50,400 | ||||||||||||||||||||||||
Number of warrant granted | 225,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Accrued interest payable | $ 23,427 | ||||||||||||||||||||||||
Debt conversion, amount converted | 87,686 | ||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Accrued interest payable | 11,307 | 11,307 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||||||||||||
Note maturity date | Jul. 5, 2020 | Mar. 27, 2020 | Jan. 24, 2020 | Nov. 25, 2020 | |||||||||||||||||||||
Interest expenses, related party | 11,307 | ||||||||||||||||||||||||
Notes payable to related party | $ 29,000 | $ 48,000 | $ 60,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||
Debt term | 1 year | 1 year | 1 year | 1 year | |||||||||||||||||||||
CEO [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Related party payables | $ 15,000 | ||||||||||||||||||||||||
Chairman [Member] | April 2020 [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Conversion shares issued | 385,302 | ||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Conversion price per share | $ 0.08 | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Number of common stock issued for compensation | 4,832,820 | ||||||||||||||||||||||||
Warrant to purchase of common stock | 2,416,410 | 2,416,410 | |||||||||||||||||||||||
Accrued compensation | $ 541,276 | $ 541,276 | |||||||||||||||||||||||
Number of warrants issued, value | 238,973 | 238,973 | |||||||||||||||||||||||
Gain loss on conversion of debt | 586,936 | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Conversion shares issued | 5,375 | $ 6,462 | $ 6,553 | $ 273 | $ 51 | $ 490 | $ 718 | ||||||||||||||||||
Path Forward and Restructuring Agreement [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Conversion price per share | $ 0.032 | ||||||||||||||||||||||||
Debt conversion, amount converted | $ 500,000 | ||||||||||||||||||||||||
Path Forward and Restructuring Agreement [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt conversion, shares issued | 385,302 | ||||||||||||||||||||||||
Path Forward and Restructuring Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt conversion, shares issued | 6,250,000 | ||||||||||||||||||||||||
Path Forward and Restructuring Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt conversion, shares issued | 5,533,138 | ||||||||||||||||||||||||
Warrant exercise price per share | $ 0.08 | ||||||||||||||||||||||||
Old Related Party Note [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Accrued interest payable | $ 1,054 | 1,054 | |||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Interest expenses, related party | $ 321 | $ 29,650 | |||||||||||||||||||||||
Director and Major Stockholder [Member] | Related Party Note [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Accrued interest payable | $ 51,576 | ||||||||||||||||||||||||
Debt instrument 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 | $ 0.104 | ||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | 12.50% | 12.50% | ||||||||||||||||||||||
Note maturity date | Jan. 15, 2020 | ||||||||||||||||||||||||
Advances from related party | $ 20,000 | ||||||||||||||||||||||||
Repayment of advance from related party | $ 5,000 | ||||||||||||||||||||||||
Advances from related party, outstanding balance | $ 15,000 | ||||||||||||||||||||||||
Proceeds from warrants | 150,000 | 150,000 | |||||||||||||||||||||||
Debt discount | $ 3,721 | $ 3,721 | |||||||||||||||||||||||
Debt instrument description | The Company recognized a discount on the convertible note of $3,721 as a result of the warrants which are being amortized over the life of the note through January 15, 2020. |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transaction (Details) - USD ($) | Dec. 31, 2019 | Nov. 30, 2019 | Sep. 30, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Feb. 20, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 |
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 100,000 | |||||||||
Total Notes Payable, Net | $ 237,000 | |||||||||
Accrued interest | 75,166 | 58,593 | ||||||||
Less: Debt Discount | (24,545) | |||||||||
Convertible notes payable, related party, net | 14,500 | |||||||||
Convertible Note Payable [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | 15,000 | |||||||||
Accrued interest | 1,375 | 1,054 | ||||||||
Less: Debt Discount | (500) | |||||||||
Convertible notes payable, related party, net | 14,500 | |||||||||
Convertible Note Payable [Member] | Related Party One [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | 15,000 | $ 15,000 | ||||||||
Accrued interest | 321 | |||||||||
Convertible Note Payable [Member] | Other Related Party Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | ||||||||||
Accrued interest | 1,054 | 1,054 | ||||||||
Convertible Note Payable [Member] | Related Party Two [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 332,195 | |||||||||
Accrued interest | ||||||||||
Related Party Notes Payable [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total Notes Payable, Net | 237,000 | |||||||||
Accrued interest | 11,307 | |||||||||
Related Party Notes Payable [Member] | Related Party Three [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 60,000 | |||||||||
Total Notes Payable, Net | 60,000 | |||||||||
Accrued interest | 4,472 | |||||||||
Related Party Notes Payable [Member] | Related Party Four [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 48,000 | |||||||||
Total Notes Payable, Net | 48,000 | |||||||||
Accrued interest | 2,927 | |||||||||
Related Party Notes Payable [Member] | Related Party Five [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 29,000 | |||||||||
Total Notes Payable, Net | 29,000 | |||||||||
Accrued interest | 1,559 | |||||||||
Related Party Notes Payable [Member] | Related Party Six [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 50,000 | |||||||||
Total Notes Payable, Net | 50,000 | |||||||||
Accrued interest | 1,956 | |||||||||
Related Party Notes Payable [Member] | Related Party Seven [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 50,000 | |||||||||
Total Notes Payable, Net | 50,000 | |||||||||
Accrued interest | $ 393 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Related Party Transaction (Details) (Parenthetical) - USD ($) | 1 Months Ended | |||||||||
Nov. 30, 2019 | Sep. 30, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Mar. 31, 2017 | Dec. 31, 2019 | Feb. 20, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||||||||||
Note, amount | $ 100,000 | |||||||||
Note, interest rate | 8.00% | |||||||||
Convertible Note Payable [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Note, amount | $ 15,000 | |||||||||
Convertible Note Payable [Member] | Related Party One [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Note, amount | $ 15,000 | 15,000 | ||||||||
Note, interest rate | 8.00% | |||||||||
Note due date, description | January 2020 | |||||||||
Convertible Note Payable [Member] | Related Party Two [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Note, amount | $ 332,195 | |||||||||
Note, interest rate | 10.00% | |||||||||
Note due date, description | May 2017 | |||||||||
Related Party Notes Payable [Member] | Related Party Three [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Note, amount | $ 60,000 | |||||||||
Note, interest rate | 8.00% | |||||||||
Note due date, description | January 2020 | |||||||||
Related Party Notes Payable [Member] | Related Party Four [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Note, amount | $ 48,000 | |||||||||
Note, interest rate | 8.00% | |||||||||
Note due date, description | March 2020 | |||||||||
Related Party Notes Payable [Member] | Related Party Five [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Note, amount | $ 29,000 | |||||||||
Note, interest rate | 8.00% | |||||||||
Note due date, description | April 2020 | |||||||||
Related Party Notes Payable [Member] | Related Party Six [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Note, amount | $ 50,000 | |||||||||
Note, interest rate | 8.00% | |||||||||
Note due date, description | July 2020 | |||||||||
Related Party Notes Payable [Member] | Related Party Seven [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Note, amount | $ 50,000 | |||||||||
Note, interest rate | 8.00% | |||||||||
Note due date, description | November 2020 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Sep. 30, 2019 | Aug. 20, 2019 | Jul. 31, 2019 | May 31, 2019 | Feb. 20, 2019 | Oct. 30, 2018 | Oct. 10, 2018 | Jan. 31, 2018 | Mar. 31, 2020 | Oct. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2018 | Apr. 19, 2018 |
Debt Instrument [Line Items] | ||||||||||||||
Convertible notes payable | $ 465,618 | $ 53,824 | ||||||||||||
Debt discount | 24,545 | |||||||||||||
Debt conversion of convertible debt | 7,290,473 | |||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||
Debt principal amount | $ 100,000 | |||||||||||||
Gain loss on conversion of debt | (18,744) | 605,601 | ||||||||||||
Debt maturity date | Aug. 20, 2019 | |||||||||||||
Proceeds from convertible debt | 500,000 | 50,000 | ||||||||||||
Amortization of BCF discount | 55,740 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt conversion of convertible debt | $ 87,686 | |||||||||||||
Two Noteholders [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt maturity date | Aug. 20, 2020 | |||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount, percentage | 100.00% | |||||||||||||
Conversion price per share | $ 0.08 | |||||||||||||
Path Forward Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, description | These shares were subject to a restriction on any sales below $0.16 through December 31, 2018 and will have volume limitations on any sales below $0.08 during the first six months of 2019. | |||||||||||||
Path Forward Agreement [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion of debt into stock | 2,610,453 | |||||||||||||
Conversion price per share | $ 0.032 | |||||||||||||
Convertible Note Payable [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest expenses | 16,563 | 187,741 | ||||||||||||
Debt discount | 500 | |||||||||||||
Debt principal amount | 15,000 | |||||||||||||
May 2017 Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible notes payable | 3,136,506 | |||||||||||||
Debt discount | $ 2,419,240 | |||||||||||||
Note due date, description | December 2017 due date which was extended to May 2018. | |||||||||||||
November 2017 Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible notes payable | $ 166,666 | |||||||||||||
Debt discount | 92,004 | |||||||||||||
Principal amount, percentage | 130.00% | |||||||||||||
Repurchase of notes | $ 228,332 | |||||||||||||
Convertible Secured Debentures and Convertible Promissory Note [Member] | Path Forward Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt conversion of convertible debt | $ 2,253,538 | |||||||||||||
Conversion of debt into stock | 37,792,407 | |||||||||||||
Convertible Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible notes payable | $ 50,000 | |||||||||||||
Conversion of debt into stock | 1,500,000 | |||||||||||||
Conversion price per share | $ 0.112 | |||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||
Capital raise | $ 500,000 | |||||||||||||
Debt principal amount | $ 60,000 | |||||||||||||
Interest and other costs | 10,000 | |||||||||||||
Gain loss on conversion of debt | $ 108,916 | |||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible notes payable | $ 300,000 | $ 300,000 | $ 50,000 | $ 50,000 | ||||||||||
Debt discount | $ 10,000 | |||||||||||||
Conversion price per share | $ 0.04 | $ 0.04 | $ 0.032 | $ 0.04 | ||||||||||
Debt instrument interest rate | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||
Debt maturity date | Jan. 15, 2020 | Jan. 15, 2020 | Mar. 31, 2020 | |||||||||||
Proceeds from convertible debt | $ 250,000 | |||||||||||||
Shares issued price per share | $ 1.20 | |||||||||||||
Number of warrants issued | 625,000 | |||||||||||||
Warrants exercise price | $ 0.06 | |||||||||||||
Warrants term | 2 years | |||||||||||||
Fair value of warrants | $ 14,299 | |||||||||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument interest rate | 12.50% | |||||||||||||
Convertible Promissory Note [Member] | Qualified Financing [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt maturity date | Oct. 30, 2019 | |||||||||||||
Proceeds from convertible debt | $ 250,000 | |||||||||||||
Convertible Promissory Note [Member] | Qualified Financing [Member] | Note Holders [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Shares issued price per share | $ 1.20 | |||||||||||||
Number of warrants issued | 625,000 | |||||||||||||
Warrants exercise price | $ 0.04 | |||||||||||||
Warrants term | 2 years | |||||||||||||
Fair value of warrants | $ 12,592 | |||||||||||||
Convertible Promissory Note [Member] | Qualified Financing [Member] | Two Noteholders [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from convertible debt | $ 250,000 | |||||||||||||
Shares issued price per share | $ 1.20 | |||||||||||||
Number of warrants issued | 3,000,000 | |||||||||||||
Warrants term | 2 years | |||||||||||||
Fair value of warrants | $ 91,716 | |||||||||||||
Debt instrument beneficial conversion feature | $ 59,957 | |||||||||||||
Convertible Promissory Note [Member] | Qualified Financing [Member] | Two Noteholders [Member] | Minimum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants exercise price | $ 0.06 | |||||||||||||
Convertible Promissory Note [Member] | Qualified Financing [Member] | Two Noteholders [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants exercise price | $ 0.08 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal | $ 465,618 | $ 53,824 |
Accrued interest | 75,166 | 58,593 |
Penalties on notes in default principal (net) | 10,618 | 8,824 |
Penalties on notes in default accrued interest | ||
Less: BCF Discount | (6,187) | |
Less: Debt Discount | (24,545) | |
Convertible notes payable, principal (net) | 434,886 | 53,824 |
Convertible notes payable, accrued interest | 75,166 | 58,593 |
Convertible Notes Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 45,000 | 45,000 |
Accrued interest | 39,998 | 34,603 |
Convertible Notes Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Principal | ||
Accrued interest | 17,341 | 17,341 |
Convertible Notes Payable Three [Member] | ||
Debt Instrument [Line Items] | ||
Principal | ||
Accrued interest | 5,953 | 5,953 |
Convertible Notes Payable Four [Member] | ||
Debt Instrument [Line Items] | ||
Principal | ||
Accrued interest | 696 | 696 |
Convertible Notes Payable Five [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 60,000 | |
Accrued interest | 3,264 | |
Convertible Notes Payable Six [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 50,000 | |
Accrued interest | 1,880 | |
Convertible Notes Payable Seven [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 50,000 | |
Accrued interest | 1,235 | |
Convertible Notes Payable Eight [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 38,000 | |
Accrued interest | 939 | |
Convertible Notes Payable Nine [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 25,000 | |
Accrued interest | 612 | |
Convertible Notes Payable Ten [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 50,000 | |
Accrued interest | 1,213 | |
Convertible Notes Payable Eleven [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 50,000 | |
Accrued interest | 1,202 | |
Convertible Notes Payable Twelve [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 37,000 | |
Accrued interest | 833 | |
Convertible Notes Payable Thirteen [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 50,000 | |
Accrued interest |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Aug. 31, 2012 | Jul. 31, 2012 | Dec. 31, 2019 | Sep. 30, 2019 | Jul. 31, 2019 | May 31, 2019 | Mar. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2015 | Feb. 20, 2019 | Dec. 31, 2018 | Jan. 31, 2016 | May 31, 2015 |
Debt Instrument [Line Items] | |||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||
Convertible Notes Payable One [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
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 Instrument [Line Items] | |||||||||||||
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 Instrument [Line Items] | |||||||||||||
Debt interest rate | 8.00% | 8.00% | |||||||||||
Convertible Notes Payable Two [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt interest rate | 10.00% | 10.00% | |||||||||||
Convertible Notes Payable Three [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
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 Instrument [Line Items] | |||||||||||||
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 | ||||||||||||
Convertible Notes Payable Five [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt principal amount | $ 60,000 | ||||||||||||
Debt conversion price per share | $ 0.04 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debt maturity date description | October 30, 2019 | ||||||||||||
Convertible Notes Payable Six [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt principal amount | $ 50,000 | ||||||||||||
Debt conversion price per share | $ 0.04 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debt maturity date description | January 15, 2020 | ||||||||||||
Convertible Notes Payable Seven [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt principal amount | $ 50,000 | ||||||||||||
Debt conversion price per share | $ 0.04 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debt maturity date description | January 15, 2020 | ||||||||||||
Convertible Notes Payable Eight [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt principal amount | $ 38,000 | ||||||||||||
Debt conversion price per share | $ 0.04 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debt maturity date description | January 15, 2020 | ||||||||||||
Convertible Notes Payable Nine [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt principal amount | $ 25,000 | ||||||||||||
Debt conversion price per share | $ 0.04 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debt maturity date description | January 15, 2020 | ||||||||||||
Convertible Notes Payable Ten [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt principal amount | $ 50,000 | ||||||||||||
Debt conversion price per share | $ 0.04 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debt maturity date description | January 15, 2020 | ||||||||||||
Convertible Notes Payable Eleven [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt principal amount | $ 50,000 | ||||||||||||
Debt conversion price per share | $ 0.04 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debt maturity date description | January 15, 2020 | ||||||||||||
Convertible Notes Payable Twelve [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt principal amount | $ 37,000 | ||||||||||||
Debt conversion price per share | $ 0.04 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debt maturity date description | January 15, 2020 | ||||||||||||
Convertible Notes Payable Thirteen [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt principal amount | $ 50,000 | ||||||||||||
Debt conversion price per share | $ 0.04 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debt maturity date description | March 31, 2020 |
Promissory Notes Payable (Detai
Promissory Notes Payable (Details Narrative) - USD ($) | Aug. 20, 2019 | Feb. 20, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Debt principal amount | $ 100,000 | |||
Debt maturity date | Aug. 20, 2019 | |||
Debt instrument interest rate | 8.00% | |||
Amortized debt discount | $ 134,034 | $ 791,928 | ||
Number of warrants received | 750,000 | |||
Accrued interest paid | $ 4,000 | |||
Interest expense | 261,374 | 5,649,546 | ||
Accrued interest payable | $ 75,166 | $ 58,593 | ||
Two Noteholders [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt maturity date | Aug. 20, 2020 | |||
Two Noteholders [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate increase | 8.00% | |||
Two Noteholders [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate increase | 15.00% | |||
Noteholders One [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of warrants received | 375,000 | |||
Noteholders Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of warrants received | 375,000 | |||
Promissory Notes One [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt principal amount | $ 50,000 | |||
Promissory Notes Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt principal amount | $ 50,000 | |||
Promissory Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Warrant to purchase of shares | 1,250,000 | |||
Fair value of warrants debt discount | $ 28,721 | |||
Amortized debt discount | 28,721 | |||
Interest expense | 9,410 | |||
Accrued interest payable | $ 5,410 |
Promissory Notes Payable - Sche
Promissory Notes Payable - Schedule of Promissory Notes Payable, Net (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Principal (net) | $ 100,000 | |
Accrued Interest | 75,166 | 58,593 |
Debt discount | 24,545 | |
Promissory Notes Payable One [Member] | ||
Principal (net) | 100,000 | |
Accrued Interest | 5,410 | |
Debt discount | ||
Promissory Notes Payable [Member] | ||
Principal (net) | 100,000 | |
Accrued Interest | 5,410 | |
Debt discount |
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% | |
Debt instrument, interest rate increase | 15.00% | |
Promissory Notes Payable [Member] | Extended Maturity [Member] | ||
Note due date, description | extended to February 2020 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | |||
Income tax description | The Act reduces the US 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. | ||
US federal corporate tax rate | 21.00% | ||
Reduction of net deferred tax assets | $ 3,300,000 | $ 133,800 | $ 115,900 |
Net operating loss carryforwards | $ 28,045,000 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 5,890,000 | $ 5,760,000 |
Interest expense | 15,000 | |
Related party accrual | 23,400 | 2,300 |
Capital Loss Carryover | 3,400 | 3,400 |
Deferred tax liabilities Depreciation | (2,100) | (2,100) |
Valuation allowance | (5,929,700) | (5,763,600) |
Net deferred tax asset |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal Income Tax Rate (Details) - USD ($) | Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | |||
Book income (loss) | $ (338,100) | $ (1,617,600) | |
Forgiveness of debt | (7,200) | ||
Depreciation | (1,100) | (1,100) | |
Interest expense | 15,000 | ||
Related party accrual | 21,100 | (108,300) | |
Meals and entertainment | 300 | ||
Stock for services | 2,600 | 100 | |
Options expense | 134,000 | 302,000 | |
Non-cash interest expense | 39,900 | 1,046,900 | |
Other non-deductible expenses | 261,800 | ||
Valuation allowance | $ 3,300,000 | 133,800 | 115,900 |
Income tax expense |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Mar. 28, 2019 | Jun. 21, 2016 | Dec. 31, 2019 | Nov. 30, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jun. 30, 2015 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 27, 2019 | Oct. 08, 2018 | Mar. 31, 2016 |
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock shares authorized | 950,000,000 | 950,000,000 | 950,000,000 | 950,000,000 | 950,000,000 | ||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Common stock shares issued | 184,845,821 | 184,845,821 | 163,445,736 | 184,845,821 | 163,445,736 | ||||||||||||||||||
Common stock shares outstanding | 184,845,821 | 184,845,821 | 163,445,736 | 184,845,821 | 163,445,736 | ||||||||||||||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Gross proceeds from preferred stock | $ 50,000 | $ 55,000 | |||||||||||||||||||||
Number of shares issued | 150,000,000 | ||||||||||||||||||||||
Stock issued for accounts payable and accrued expenses | $ 1,062,500 | $ 21,400 | $ 22,500 | $ 1,665,296 | |||||||||||||||||||
Stock issued for accounts payable and accrued expenses, shares | 43,900 | ||||||||||||||||||||||
Number of shares issued for litigation settlement | 500,000 | ||||||||||||||||||||||
Number of stock issued for services | 312,500 | 1,250 | |||||||||||||||||||||
Number of stock issued for services, value | $ 12,500 | $ 12,500 | $ 449 | $ 449 | |||||||||||||||||||
Number of shares issued in conversion of vested restricted stock units | 385,000 | ||||||||||||||||||||||
Gain loss on conversion of debt | $ (18,744) | $ 605,601 | |||||||||||||||||||||
Stock issued during period for conversion of shares, value | |||||||||||||||||||||||
Number of shares issued, value | $ 100,000 | 738,140 | |||||||||||||||||||||
Number of stock options expired | 46,250 | ||||||||||||||||||||||
Recognized a gain on this transaction | $ 34,106 | ||||||||||||||||||||||
Stock based compensation | 608,588 | $ 1,164,885 | |||||||||||||||||||||
Debt discount | $ 24,545 | $ 24,545 | 24,545 | ||||||||||||||||||||
Interest expense | $ 261,374 | 5,649,546 | |||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of stock options issued | 1,000,000 | ||||||||||||||||||||||
Option vesting period | 10 years | ||||||||||||||||||||||
Options issued for settlement of accounts payable | $ 33,829 | ||||||||||||||||||||||
Settlement of Debt [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Settlement and conversion of debt, value | 3,545,378 | ||||||||||||||||||||||
Convertible debt accrued interest | 506,245 | ||||||||||||||||||||||
Derivative liabilities | $ 4,823,363 | 4,823,363 | |||||||||||||||||||||
Gain loss on conversion of debt | 1,694,005 | ||||||||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 1,250,000 | 1,250,000 | 1,250,000 | ||||||||||||||||||||
Interest expense | $ 9,410 | ||||||||||||||||||||||
Stock Option [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock based compensation | $ 608,588 | $ 1,164,885 | |||||||||||||||||||||
Restricted Stock Units [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of warrants granted | |||||||||||||||||||||||
Restricted stock expense | $ 0 | $ 113,189 | |||||||||||||||||||||
Stock options expense yet to be recognized | $ 155,400 | $ 155,400 | $ 155,400 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares issued | 18,390,225 | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of stock issued for services | 84,375 | ||||||||||||||||||||||
Number of stock issued for services, value | $ 3,792 | ||||||||||||||||||||||
Warrants issued for extension of notes payable | 750,000 | ||||||||||||||||||||||
Interest expense | 25,656 | ||||||||||||||||||||||
Shres issued for settlement of accounts payable | $ 18,500 | ||||||||||||||||||||||
Shres issued for settlement of accounts payable, shares | 500,000 | ||||||||||||||||||||||
Warrant [Member] | Accrued Payroll [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of warrants granted | 2,416,410 | ||||||||||||||||||||||
Warrant [Member] | Other Payable [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of warrants granted | 7,925,503 | ||||||||||||||||||||||
Warrant [Member] | Accounts Payable [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of warrants granted | 2,725,000 | ||||||||||||||||||||||
Warrant [Member] | Consulting Service [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of warrants granted | 750,000 | ||||||||||||||||||||||
Warrant [Member] | Shares Issued for Cash [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of warrants granted | 9,226,750 | ||||||||||||||||||||||
Warrant [Member] | Promissory Notes [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of warrants granted | 5,650,000 | ||||||||||||||||||||||
Debt discount | $ 151,048 | $ 151,048 | $ 151,048 | ||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 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 | $ 0.08 | ||||||||||||||||||||||
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 | 1,471,218 | ||||||||||||||||||||||
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 C Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 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 | $ 1 | |||||||||||||||||||||
Conversion price per share | $ 0.08 | $ 0.08 | |||||||||||||||||||||
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] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | 2,500,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 2,500,000 | ||||||||||||||||
Preferred stock, liquidation preference per share | $ 5 | ||||||||||||||||||||||
Conversion price per share | $ 4 | ||||||||||||||||||||||
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 | 1,532,476 | ||||||||||||||||||||||
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] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares issued | 17,078,500 | ||||||||||||||||||||||
Warrant to purchase of common stock | 2,416,410 | 2,416,410 | |||||||||||||||||||||
Settlement and conversion of debt | 128,528,788 | ||||||||||||||||||||||
Gain loss on conversion of debt | $ 586,936 | ||||||||||||||||||||||
Number of shares issued, value | 683,140 | ||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock shares authorized | 950,000,000 | 2,000,000,000 | |||||||||||||||||||||
Reverse stock split | reverse 1-for-8 stock split | ||||||||||||||||||||||
Accredited Investors [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Proceeds from equity financing | $ 100,000 | ||||||||||||||||||||||
Accredited Investors [Member] | Warrant [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Warrant to purchase of common stock | 1,250,000 | ||||||||||||||||||||||
Accredited Investors [Member] | Common Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares issued | 1,250,000 | ||||||||||||||||||||||
Accredited Investors [Member] | Warrant [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of warrants granted | 1,250,000 | ||||||||||||||||||||||
Accredited Investors [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares issued | 100,000 | ||||||||||||||||||||||
Officers and Consultants [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Gain loss on conversion of debt | 1,256,972 | ||||||||||||||||||||||
Number of common stock for accrued compensation, value | 1,665,285 | ||||||||||||||||||||||
Officers and Consultants [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of common stock for accrued compensation | 200,000 | ||||||||||||||||||||||
Officers and Consultants [Member] | Common Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of common stock for accrued compensation | $ 7,782,820 | ||||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of stock options issued | 50,000 | 382,500 | |||||||||||||||||||||
Stock options vesting period description | Vest through June 30, 2020 | ||||||||||||||||||||||
Number of stock options expired | 46,250 | ||||||||||||||||||||||
Number of stock options expired, value | $ 6,529 | ||||||||||||||||||||||
Option vesting period | 10 years | ||||||||||||||||||||||
Options issued for settlement of accounts payable | $ 16,915 | ||||||||||||||||||||||
Consultants [Member] | Accounts Payable [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of stock options issued | 370,309 | ||||||||||||||||||||||
Option vesting period | 10 years | ||||||||||||||||||||||
Options issued for settlement of accounts payable | $ 14,812 | ||||||||||||||||||||||
Consultants [Member] | Through June 30, 2020 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of stock options expired, value | $ 2,176 | ||||||||||||||||||||||
Dr. Korenko [Member] | 2015 Omnibus Securities and Incentive Plan [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of stock options issued | 21,000,000 | ||||||||||||||||||||||
Stock options vesting period description | The vesting of the options are as follows: (i) 50% vested in equal amounts at the end of each of the two successive calendar quarters (25% for each of the quarters September 30, 2019 and December 31, 2019); (ii) 25% upon the Company filing a patent; and (iii) 25% upon the first commercial sale of IsoPet®. | ||||||||||||||||||||||
Fair value of options | $ 585,144 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Changes in Stock Option (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Options Outstanding Beginning Balance | 11,318,021 | 152,813 |
Number of Options granted | 23,252,809 | 11,165,208 |
Number of Options exercised | ||
Number of Options expired | (46,250) | |
Number of Shares Options Outstanding Ending Balance | 34,524,580 | 11,318,021 |
Number of Shares Options Exercisable | 34,428,955 | |
Exercise Price Per Share granted | $ 0.11 | |
Exercise Price Per Share exercised | ||
Exercise Price Per Share expired | ||
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning | 0 years | 3 years 10 months 28 days |
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending | 6 years 5 months 27 days | 0 years |
Weighted Average Remaining Contractual Life (in years) Exercisable | 6 years 5 months 23 days | 0 years |
Aggregate Intrinsic Value Outstanding Beginning | ||
Aggregate Intrinsic Value Outstanding Ending | 277,973 | |
Aggregate Intrinsic Value Exercisable | $ 277,973 | |
Weighted Average Exercise Price Per Share Outstanding Beginning | $ 0.24 | $ 1.08 |
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 | 0.08 | 0.24 |
Weighted Average Exercise Price Per Share Exercisable | 0.08 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Per Share Outstanding Beginning Balance | 0.11 | 4 |
Exercise Price Per Share granted | 0.0254 | |
Exercise Price Per Share exercised | ||
Exercise Price Per Share expired | ||
Exercise Price Per Share Outstanding Ending Balance | 0.024 | 0.11 |
Exercise Price Per Share Exercisable | 0.024 | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Per Share Outstanding Beginning Balance | 120 | 120 |
Exercise Price Per Share granted | 0.04 | |
Exercise Price Per Share exercised | ||
Exercise Price Per Share expired | ||
Exercise Price Per Share Outstanding Ending Balance | 120 | $ 120 |
Exercise Price Per Share Exercisable | $ 120 |
Stockholders' Deficit - Sched_2
Stockholders' Deficit - Schedule of Changes in Stock Warrants (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Warrants Outstanding Beginning | 23,052,472 | 38,026 |
Number of Shares, Warrants granted | 8,234,375 | 23,043,663 |
Number of Shares, Warrants exercised | ||
Number of Shares, Warrants expired/cancelled | (29,217) | |
Number of Shares, Warrants Outstanding Ending | 31,286,847 | 23,052,472 |
Number of Shares, Warrants Exercisable Ending | 31,286,847 | |
Exercise Price Per Share Warrants Outstanding Beginning | $ 0.14 | |
Exercise Price Per Share Warrants granted | ||
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 | 1 year 2 months 8 days |
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 11 months 19 days | 1 year 9 months 7 days |
Weighted Average Remaining Contractual Life Warrants Exercisable | 11 months 19 days | |
Aggregate Intrinsic Value Outstanding Beginning | $ 749 | |
Aggregate Intrinsic Value Outstanding Ending | ||
Aggregate Intrinsic Value Exercisable | ||
Weighted Average Exercise Price Per Share Exercise Price Warrants Beginning | $ 0.08 | $ 0.32 |
Weighted Average Exercise Price Per Share Exercise Price Warrants granted | ||
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 | 0.10 | 0.08 |
Weighted Average Exercise Price Per Share Exercise Price Warrants Exercisable | 0.10 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Per Share Warrants Outstanding Beginning | 0.08 | |
Exercise Price Per Share Warrants granted | 0.04 | |
Exercise Price Per Share Warrants Outstanding Ending | 0.04 | 0.08 |
Exercise Price Per Share Exercisable | 0.04 | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Per Share Warrants Outstanding Beginning | 80 | |
Exercise Price Per Share Warrants granted | 0.08 | |
Exercise Price Per Share Warrants Outstanding Ending | 80 | $ 80 |
Exercise Price Per Share Exercisable | $ 80 |
Stockholders' Deficit - Sched_3
Stockholders' Deficit - Schedule of Changes in Restricted Stock Units (Details) - Restricted Stock Units [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, RSU's Outstanding Beginning | 262,500 | 717,500 |
Number of Shares, RSU's Granted | ||
Number of Shares, RSU's Vested | (310,000) | |
Number of Shares, RSU's Forfeited | (145,000) | |
Number of Shares, RSU's Outstanding Ending | 262,500 | 262,500 |
Weighted Average Grant Date Fair Value, RSU's Outstanding Beginning | $ 0.59 | $ 0.59 |
Weighted Average Grant Date Fair Value, RSU's Granted | ||
Weighted Average Grant Date Fair Value, RSU's Vested | ||
Weighted Average Grant Date Fair Value, RSU's Forfeited | ||
Weighted Average Grant Date Fair Value, RSU's Outstanding Ending | $ 0.59 | $ 0.59 |
Legal Matters (Details Narrativ
Legal Matters (Details Narrative) - USD ($) | Dec. 16, 2019 | Dec. 04, 2019 | Nov. 25, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Number of shares issued, value | $ 100,000 | $ 738,140 | |||
Settlement Agreement [Member] | Plaintiff [Member] | |||||
Number of shares issued, value | $ 500,000 | ||||
Number of warrants issued | $ 500,000 | ||||
Initial payment | $ 10,000 | $ 33,503 |
Commitment (Details Narrative)
Commitment (Details Narrative) - Employment Agreement [Member] - Dr. Michael K. Korenko [Member] | Jun. 04, 2019USD ($) |
Agreement term description | The employment term under the Employment Agreement commenced with an effective date of June 11, 2019 and expires on December 31, 2020, and December 31 of each successive year if the Employment Agreement is extended, unless terminated earlier as set forth in the Employment Agreement. |
Compensation amount | $ 180,000 |
Compensation payable in monthly intervals | $ 120,000 |
Compensation payable description | Under the terms of the Employment Agreement, the Company shall pay to Dr. Korenko a base compensation of $180,000. Of this amount, $120,000 is booked in monthly intervals and the remaining balance is only paid upon the Company achieving a cash balance that exceeds $1,000,000. The Company has elected to record the compensation as $120,000, and upon achieving the milestone of $1,000,000 in cash balances, will record the deferred compensation at that time. |
Concentrations of Credit and _2
Concentrations of Credit and Other Risks (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for bad debt expense | ||
Customer One[Member] | ||
Accounts receivable | ||
Customer One[Member] | Revenue [Member] | ||
Concentration risk percentage | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 15, 2020 | Feb. 20, 2019 | Mar. 31, 2020 | Jan. 31, 2020 | Nov. 30, 2019 | Jan. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||||||
Interest rate, percenatage | 8.00% | ||||||||
Debt maturity date | Aug. 20, 2019 | ||||||||
Number of shares issued | 150,000,000 | ||||||||
Number of shares issued, value | $ 100,000 | $ 738,140 | |||||||
Convertible note payable | 53,824 | $ 465,618 | |||||||
Debt principal amount | $ 100,000 | ||||||||
Accrued interest | $ 58,593 | $ 75,166 | |||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued | 18,390,225 | ||||||||
Series C Convertible Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued | 821,292 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Accrued interest | $ 23,427 | ||||||||
Subsequent Event [Member] | Convertible Note Agreements [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt maturity date | Mar. 31, 2022 | ||||||||
Number of warrants granted | 2,075,000 | ||||||||
Warrant exercise price | $ 0.045 | ||||||||
Warrant term | 2 years | ||||||||
Conversion of preferred stock into common stock, shares | 87,686 | ||||||||
Subsequent Event [Member] | Regulation A Plus [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of warrants granted | 2,320,000 | ||||||||
Warrant exercise price | $ 0.045 | ||||||||
Warrant term | 2 years | ||||||||
Number of shares issued | 4,640,000 | ||||||||
Number of shares issued, value | $ 125,280 | ||||||||
Warrants purchase price | 1,243 | ||||||||
Subsequent Event [Member] | Convertible and Non-Convertible Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate, percenatage | 12.50% | ||||||||
Debt maturity date | Jan. 15, 2020 | ||||||||
Subsequent Event [Member] | Note One [Member] | Extended Maturity [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from issuance of convertible note | $ 50,000 | ||||||||
Debt maturity date | Aug. 15, 2020 | ||||||||
Subsequent Event [Member] | Note Two [Member] | Extended Maturity [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from issuance of convertible note | $ 50,000 | ||||||||
Debt maturity date | Aug. 15, 2020 | ||||||||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible note payable | 526,113 | ||||||||
Debt principal amount | 415,000 | ||||||||
Accrued interest | $ 23,427 | ||||||||
Subsequent Event [Member] | Warrant [Member] | Convertible Note Agreements [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt maturity date | Mar. 31, 2022 | ||||||||
Number of warrants granted | 4,400,000 | ||||||||
Warrant exercise price | $ 0.045 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of preferred stock into common stock, shares | 5,449,875 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | Convertible Note Agreements [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of preferred stock into common stock, shares | 19,485,668 | ||||||||
Subsequent Event [Member] | Accredited Investor [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from issuance of convertible note | $ 100,000 | ||||||||
Interest rate, percenatage | 8.00% | ||||||||
Debt maturity date | Mar. 31, 2020 | ||||||||
Number of warrants granted | 1,250,000 | ||||||||
Warrant exercise price | $ 0.06 | ||||||||
Warrant term | 2 years | ||||||||
Subsequent Event [Member] | Accredited Investor [Member] | Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt maturity date | Mar. 31, 2022 | ||||||||
Number of warrants granted | 1,312,500 | ||||||||
Warrant exercise price | $ 0.06 | ||||||||
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment to redemptiom of preferred stock | $ 50,000 | ||||||||
Number of shares redeembale | 100,000 | ||||||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of preferred stock into common stock, shares | 435,990 |