Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 29, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | VIVOS INC | |
Entity Central Index Key | 0001449349 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 228,221,302 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 5,004 | $ 20,381 |
Prepaid expenses | 7,098 | 23,492 |
Total Current Assets | 12,102 | 43,873 |
TOTAL ASSETS | 12,102 | 43,873 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 506,476 | 511,817 |
Related party accounts payable | 32,110 | 32,110 |
Accrued interest payable | 86,022 | 93,249 |
Payroll liabilities payable | 130,000 | 100,000 |
Related party advances | 15,000 | |
Convertible notes payable, related party, net | 14,500 | |
Convertible notes payable, net | 156,066 | 434,886 |
Promissory notes payable, net of discount | 100,000 | 100,000 |
Related party promissory note | 237,000 | 237,000 |
Total Current Liabilities | 1,262,674 | 1,523,562 |
Total Liabilities | 1,262,674 | 1,523,562 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, par value, $0.001, 950,000,000 shares authorized, 190,295,634 and 184,845,821 issued and outstanding, respectively | 190,295 | 184,846 |
Additional paid in capital - common stock | 61,997,111 | 61,721,809 |
Shares to be issued | 532,983 | |
Accumulated deficit | (73,961,340) | (73,601,109) |
Total Stockholders' Deficit | (1,250,572) | (1,479,689) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 12,102 | 43,873 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, 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, value | 1,013 | 1,113 |
Additional paid in capital - preferred stock | 615,295 | 665,195 |
Series C Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 385 | 821 |
Additional paid in capital - preferred stock | $ 500,507 | $ 674,457 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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 | 190,295,634 | 184,845,821 |
Common stock, shares outstanding | 190,295,634 | 184,845,821 |
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 | 1,013,245 | 1,113,245 |
Preferred stock, shares outstanding | 1,013,245 | 1,113,245 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 385,302 | 821,292 |
Preferred stock, shares outstanding | 385,302 | 821,292 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues, net | ||
Cost of Goods Sold | ||
Gross profit | ||
OPERATING EXPENSES | ||
Sales and marketing expenses | 4,233 | |
Professional fees | 53,992 | 166,535 |
Stock based compensation | 3,792 | |
Payroll expenses | 30,000 | 30,000 |
Research and development | 1,028 | 23,686 |
General and administrative expenses | 31,120 | 1,190 |
Total Operating Expenses | 120,373 | 225,203 |
OPERATING LOSS | (120,373) | (225,203) |
NON-OPERATING INCOME (EXPENSE) | ||
Interest expense | (239,858) | (11,179) |
Total Non-Operating Income (Expenses) | (239,858) | (11,179) |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (360,231) | (236,382) |
Provision for income taxes | ||
NET LOSS | $ (360,231) | $ (236,382) |
Net loss per share - basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding - basic | 189,097,921 | 166,151,246 |
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] | Shares to be Issued [Member] | Accumulated Deficit [Member] | Total |
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: Cash | $ 100 | 49,900 | $ 1,250 | 48,750 | 100,000 | ||||||
Stock issued for: Cash, shares | 100,000 | 1,250,000 | |||||||||
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 | |||||||||
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 | |||||||||
Options and warrants issued for services | 3,792 | 3,792 | |||||||||
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 | ||||||||
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 | |||||||||
Warrants issued with notes payable (discount) | 12,592 | 12,592 | |||||||||
Options and warrants issued for services | 2,176 | 2,176 | |||||||||
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 | |||||||
Warrants issued with notes payable (discount) | 95,437 | 95,437 | |||||||||
Options and warrants issued for services | 457,949 | 457,949 | |||||||||
Stock issued for: Accounts payable | $ 563 | 21,937 | 22,500 | ||||||||
Stock issued for: Accounts payable, shares | 562,500 | ||||||||||
Stock issued for: Services | $ 312 | 12,188 | 12,500 | ||||||||
Stock issued for: Services, shares | 312,500 | ||||||||||
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 | |||||||||
Warrants issued with notes payable (discount) | 14,299 | 14,299 | |||||||||
Options and warrants issued for services | 148,462 | 148,462 | |||||||||
Stock issued for: Accounts payable | $ 500 | 20,900 | 21,400 | ||||||||
Stock issued for: Accounts payable, shares | 500,000 | ||||||||||
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 | |||||||
Stock issued for: Cash | 6,870 | 6,870 | |||||||||
Stock issued for: Cash, shares | |||||||||||
Conversion of preferred stock into common stock | $ (436) | (173,950) | $ 5,449 | 168,937 | |||||||
Conversion of preferred stock into common stock, shares | (435,990) | 5,449,875 | |||||||||
Warrants issued with notes payable (discount) | 28,482 | 28,482 | |||||||||
Options and warrants issued for services | 77,883 | 77,883 | |||||||||
Stock issued for: Note conversion | 526,113 | 526,113 | |||||||||
Stock issued for: Note conversion, shares | |||||||||||
Redemption of preferred stock in convertible note agreement | $ (100) | (49,900) | (50,000) | ||||||||
Redemption of preferred stock in convertible note agreement, shares | (100,000) | ||||||||||
Share adjustment | |||||||||||
Share adjustment, shares | (62) | ||||||||||
Net income loss for the period | $ (360,231) | $ (360,231) | |||||||||
Balance at Mar. 31, 2020 | $ 2,553 | $ 8,870,626 | $ 1,013 | $ 615,295 | $ 385 | $ 500,507 | $ 190,295 | $ 61,997,111 | $ 532,983 | $ (73,961,340) | $ (1,250,572) |
Balance, shares at Mar. 31, 2020 | 2,552,642 | 1,013,245 | 385,302 | 190,295,634 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | |
CASH FLOW FROM OPERTING ACTIVIITES | |||||
Net loss | $ (360,231) | $ (504,038) | $ (200,305) | $ (236,382) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Amortization of convertible debt discount | 53,527 | 6,706 | |||
Amortization of BCF discount | 6,187 | ||||
Stock options and warrants for services | 3,792 | ||||
Warrants issued for interest expense | 77,883 | ||||
Exchange premium in conversion of notes | 77,683 | ||||
Changes in assets and liabilities | |||||
Prepaid expenses and other assets | 16,394 | (4,538) | |||
Accounts payable and accrued expenses | (5,341) | (56,420) | |||
Accounts payable and accrued expenses from related party | 3,500 | ||||
Payroll liabilities | 30,000 | 8,549 | |||
Accrued interest | 16,651 | 3,088 | |||
Total adjustments | 270,830 | (35,323) | |||
Net cash used in operating activities | (87,247) | (271,705) | |||
CASH FLOWS FROM FINANCING ACTIVITES | |||||
Proceeds from related party notes payable | 108,000 | ||||
Redemption of preferred stock | (50,000) | ||||
Proceeds from sale of preferred stock | 50,000 | ||||
Proceeds from sale of common stock | 50,000 | ||||
Proceeds from sale of common stock to be issued | 6,870 | ||||
Proceeds from convertible debt | 100,000 | ||||
Proceeds from promissory notes | 100,000 | ||||
Proceeds from related party advances | 15,000 | ||||
Net cash provided by financing activities | 71,870 | 308,000 | |||
NET INCREASE (DECREASE) IN CASH | (15,377) | 36,295 | |||
CASH - BEGINNING OF PERIOD | 20,381 | $ 41,789 | 5,494 | $ 5,494 | |
CASH - END OF PERIOD | 5,004 | $ 20,381 | 41,789 | $ 20,381 | |
CASH PAID DURING THE PERIOD FOR: | |||||
Interest expense | 7,500 | ||||
Income taxes | |||||
SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||
Conversion of preferred stock into common stock | 174,386 | 209,687 | |||
Conversion of convertible preferred B into convertible preferred C | 675,278 | ||||
Recognition of debt discount at inception of notes payable | 28,482 | 28,721 | |||
Conversion of notes payable and accrued interest into common stock to be issued | $ 526,113 |
Basis of Presentaion and Signif
Basis of Presentaion and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentaion and Significant Accounting Policies | NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed financial statements of Vivos Inc. (the ā Company Effective June 28, 2019, FINRA approved the Companyās reverse 1 for 8 stock-split. The reverse stock split will enable the Company to issue additional shares now that there is availability to do so. All share and per-share figures herein have been restated to take effect for this reverse stock-split. In April of 2017, the Company filed a Certificate of Merger with the Delaware Division of Corporations in order to merge the Companyās wholly-owned subsidiary, IsoPet Solutions Corporation, with and into the Company. The Company therefore no longer prepares Consolidated Financial Statements. The Company is a radiation oncology medical device company engaged in the development of its yttrium-90 based brachytherapy device RadioGelā¢ 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 Companyās development efforts. The Companyās 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 Companyās current focus is on the development of its RadioGelā¢ device. RadioGelā¢ is an injectable particle-gel, for brachytherapy radiation treatment of cancerous tumors in people and animals. RadioGelā¢ 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 (ā Y-90 The Companyās lead brachytherapy products, including RadioGelā¢, incorporate patented technology developed for Battelle Memorial Institute (ā Battelle Battelle License The Company is currently focusing on obtaining approval from the Food and Drug Administration ( āFDAā 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 deviceās 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 Companyās previous submissions regarding RadioGelā¢, 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 Companyās 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 IsoPetĀ® 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 IsoPetĀ®. 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 (ā RECIST The testing at the University of Missouri met its objective to demonstrate the safety of IsoPetĀ®. 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 IsoPetĀ® is safe for same day therapy. The effectiveness of IsoPetĀ® 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 IsoPetĀ® 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 RadioGelā¢ (under the name IsoPetĀ®) 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 IsoPetĀ® Solutions division as a separate operating segment in accordance with GAAP. Commencing in July 2019, the Company recognized its first commercial sale of IsoPetĀ®. 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 IsopetĀ® in animal therapy to support the Companyās efforts in the development of our RadioGelā¢ device candidate, including obtaining approval from the FDA Y-90 The Companyās lead brachytherapy products, including RadioGelā¢, incorporate patented technology developed for Battelle Memorial Institute (ā Battelle Battelle License Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates the Company considers include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets. Actual results could differ from those estimates. Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these financial statements so as to conform to current period classifications. Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Inventory Inventory is reported at the lower of cost or market, determined using the first-in, first-out basis, or net realizable value. All inventories consisted of finished goods. The Company has no inventory for the three-months ended March 31, 2020 and for the year ended December 31, 2019. Fair Value of Financial Instruments Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2020 and December 31, 2019, 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 (ā 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 (ā 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 (āBCFā) 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 RadioGelā¢ 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, managementās plans for future operations, recent operating results and projected and expected undiscounted future cash flows. There have been no such capitalized costs in the three-months ended March 31, 2020 and 2019, 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 Companyās proprietary particle manufacturing process. The timing of this filing was important given the Companyās plans to make IsoPetĀ® commercially available, which it did on or about July 9, 2019. This additional patent protection will strengthen the Companyās competitive position. It is the Companyās 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 (āF 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 Companyās 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. 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 periods ended in the three months ended March 31, 2020 and 2019, the basic earnings per share equals the diluted earnings per share. The following represent common stock equivalents that could be dilutive in the future as of March 31, 2020 and December 31, 2019, which include the following: March 31, 2020 December 31, 2019 Convertible debt 2,552,073 10,914,782 Common shares to be issued 24,125,668 - Preferred stock 20,672,640 27,372,515 Common stock options 34,524,580 34,524,580 Common stock warrants 36,956,847 31,286,847 Total potential dilutive securities 118,831,808 104,098,724 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 $1,028 and $23,686 research and development costs for the three-months ended March 31, 2020, and 2019, respectively, all of which were recorded in the Companyās operating expenses noted on the statements of operations for the three months then ended. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs. There were no tradeshow expenses incurred and not expensed for the three months ended March 31, 2020, and 2019, respectively. During the three months ended March 31, 2020 and 2019, the Company incurred $4,233 and $0, 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 March 31, 2020 and December 31, 2019. Income Taxes To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The Company files income tax returns in the U.S. federal jurisdiction. The Company did not have any tax expense for the three months ended March 31, 2020 and 2019. The Company did not have any deferred tax liability or asset on its balance sheet on March 31, 2020 and December 31, 2019. Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Companyās financial statements. For the three months ended March 31, 2020 and 2019, 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 ā Act Stock-Based Compensation The Company recognizes compensation costs to employees under FASB ASC Topic 718, Compensation ā 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, āCompensation - Stock Compensation.ā 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 Companyās adoption of this guidance on January 1, 2018 did not have a material impact on the Companyās results of operations, financial position and related disclosures. In June 2018, the FASB issued ASU No. 2018-07 āCompensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.ā 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 companyās 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 Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2: GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has suffered recurring losses and used significant cash in support of its operating activities and the Companyās cash position is not sufficient to support the Companyās operations. Research and development of the Companyās 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 $1.5 to $2.0 million annually to maintain current operating activities. The Companyās stock offering under Regulation A+ was qualified by the Securities and Exchange Commission (āSECā) on June 3, 2020 and have issued the first tranche of shares under the Regulation A+ on June 10, 2020. The intent is to raise up to $4,050,000 over the next 12-18 months, which may be completed in separate closings. The Company intends to use the proceeds generated from the sale of shares under Regulation A+ as follows: For the animal therapy market: ā Fund the effort to communicate the benefits of IsoPet Ā® ā Conduct additional clinical studies to generate more data for the veterinary community ā Subsidize some IsoPet Ā® ā Assist a new regional clinic with their license and certification training. For the human market: ā Enhance the pedigree of the Quality Management System. ā 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. ā Use the feedback from that meeting to write the IDE (Investigational Device Exemption), which is required to initiate clinical trials. The Company received advances of $125,280 which were deposited into the Companyās accounts in April 2020. Following the clearance of the Regulation A+ offering by the SEC on June 3, 2020, the common shares for these proceeds were issued. In addition, the Company exchanged their outstanding convertible notes payable of $425,000, $23,430 in accrued interest and $77,683 in an exchange premium stipulated in the note agreements into shares of common stock effective March 31, 2020. The shares from the exchange of the outstanding notes payable were issued in June 2020, with an effective date of March 31, 2020. The Company exchanged this debt into shares to be issued of $532,983 as of March 31, 2020 as the remaining funds of $118,410 were not collected until April 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 FDAās classification of the Companyās 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 Companyās spending and its financing requirements would be the timing of any approvals and the nature of the Companyās arrangements with third parties for manufacturing, sales, distribution and licensing of those products and the productsā 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 RadioGelā¢ 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 Companyās financial history since inception, the Companyās independent registered public accounting firm has expressed substantial doubt as to the Companyās 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 Companyās 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 Companyās 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 March 31, 2020, the Company has $5,004 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: ā In November 2019, the Company had its Regulation A+ initially qualified by the SEC for an offering up to 150 million shares of common stock. On April 30, 2020, the Company filed a post-effective Amendment, which was qualified by the SEC on June 3, 2020. ā During the Companyās second and third fiscal quarters, the Company secured approximately $300,000 in convertible promissory notes. ā The Company recognized initial sales of IsoPet Ā® . Assuming the Company is successful in the Companyās sales/development effort, it believes that it will be able to raise additional funds through strategic agreements or the sale of the Companyās 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 Companyās continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to seek additional funding to maintain its operations through debt and equity financing and to improve operating performance through a focus on strategic products and increased efficiencies in business processes and improvements to the cost structure. There is no assurance that the Company will be successful in its efforts to raise additional working capital or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 3: FIXED ASSETS Fixed assets consist of the following at March 31, 2020 (unaudited) and December 31, 2019: March 31, 2020 December 31, 2019 Production equipment $ - $ - Less accumulated depreciation (- ) (- ) $ - $ - There is no depreciation expense for the above fixed assets for the three months ended March 31, 2020 and 2019, respectively. 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 | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4: RELATED PARTY TRANSACTIONS Related Party Convertible Notes Payable As of March 31, 2020 and December 31, 2019, the Company had the following related party convertible notes outstanding: March 31, 2020 December 31, 2019 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 $ - $ 1,054 $ 15,000 $ 1,375 Less: Debt Discount - - (500 ) - $ - $ 1,054 $ 14,500 $ 1,375 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 ā 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 three months ended March 31, 2020 and 2019 on the related party convertible notes payable amounted to $298 and $0, respectively. Related Party Notes Payable As of March 31, 2020 and December 31, 2019, the Company had the following related party notes outstanding: March 31, 2020 December 31, 2019 Principal Accrued Principal Accrued January 2019 $60,000 Note, 8% interest, due January 2020 $ 60,000 $ 5,665 $ 60,000 $ 4,472 March 2019 $48,000 Note, 8% interest, due March 2020 48,000 3,882 48,000 2,927 April 2019 $29,000 Note, 8% interest, due April 2020 29,000 2,136 29,000 1,559 July 2019 $50,000 Note 8% interest, due July 2020 50,000 2,951 50,000 1,956 November 2019 $50,000 Note 8% interest, due November 2020 50,000 1,388 50,000 393 Total Related Party Notes Payable, Net $ 237,000 $ 16,022 $ 237,000 $ 11,307 On January 24, 2019 the Company entered into a note payable with a trust related to one of the Companyās 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. The Company is in default of this note. 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 three months ended March 31, 2020 and 2019 was $4,715 and $908, respectively and accrued interest at March 31, 2020 is $16,022. 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 Companyās behalf. As a result of these activities the Company had related party payables of $32,110 and $32,110 as of March 31, 2020 and December 31, 2019, respectively. Preferred and Common Shares Issued to Officers and Directors The Companyās 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+. These shares were issued on June 10, 2020 following the qualification of the Regulation A+ and are reflected as shares to be issued as of March 31, 2020. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 5: CONVERTIBLE NOTES PAYABLE As of March 31, 2020 and December 31, 2019, the Company had the following convertible notes outstanding: March 31, 2020 December 31, 2019 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 $ 41,331 $ 45,000 39,998 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 - January 2020 $100,000 Note convertible into common shares at $0,04 per share, 8% interest, due March 31, 2020 100,000 1,989 Penalties on notes in default 11,066 - 10,618 - Total Convertible Notes Payable, Net $ 156,066 $ 67,310 $ 465,618 $ 75,166 Less: BCF Discount (- ) - (6,187 ) - Less: Debt Discount (- ) - (24,545 ) - $ 156,066 $ 67,310 $ 434,886 $ 75,166 Interest expense for the three months ended March 31, 2020 and 2019 on the convertible notes payable amounted to $14,961 and $1,328, 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 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 (āQualified Financingā), 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 (āQualified Financingā), 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 (amended to $0.045 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 three months ended March 31, 2020 and 2019, the Company recognized $6,187 and $0, 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 (āQualified Financingā), 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 (amended to $0.045 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. These shares were issued on June 10, 2020 following the qualification of the Regulation A+ and are reflected as shares to be issued as of March 31, 2020. The Company issued a convertible note in January 2020 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. |
Promissory Notes Payable
Promissory Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Promissory Notes Payable | NOTE 6: PROMISSORY NOTES PAYABLE As of March 31, 2019 and December 31, 2019, the Company had the following promissory notes outstanding: March 31, 2020 December 31, 2019 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 $ 1,636 $ 100,000 5,410 Debt discount (- ) - - - Total Promissory Notes Payable, Net $ 100,000 $ 1,636 $ 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 interest expense on these notes for the three months ended March 31, 2020 and 2019 amounted to $3,726 and $852, and $1,636 is accrued for as of March 31, 2020. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 7: STOCKHOLDERSā DEFICIT Common Stock The Company has 950,000,000 shares of common stock authorized, with a par value of $0.001, and as of March 31, 2020 and December 31, 2019, the Company has 214,421,302 and 184,845,821 shares issued and outstanding, respectively. On March 28, 2019, the Companyās 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 March 31, 2020 and December 31, 2019, the Company has 20,000,000 shares of Preferred stock authorized with a par value of $0.001. The Companyās 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 Companyās Certificate of Incorporation, a series of Preferred Stock of the Company, to be named āSeries B Convertible Preferred Stock,ā 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 Companyās Certificate of Incorporation, a series of Preferred Stock of the Company, to be named āSeries C Convertible Preferred Stock,ā consisting of Five Million (5,000,000) shares. Series A Convertible Preferred Stock (āSeries A Convertible Preferredā) 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 (āSeries B Convertible Preferredā) 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 (āSeries C Convertible Preferredā) 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 (ā 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 - 2020 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. In January 2020, the Company converted 435,990 shares of Series C Convertible Preferred stock into 5,449,875 shares of common stock. 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. These shares were issued on June 10, 2020 following the qualification of the Regulation A+ and are reflected as shares to be issued as of March 31, 2020. In March 2020, certain holders of convertible promissory notes entered into agreements to exchange certain notes totaling $526,113, including $425,000 in principal amount, $23,430 in accrued interest and an exchange premium as provided for in the note agreements of $77,683 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 holderās agreement to enter into the exchange, the Company intends to issue 2,200,000 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. These shares were issued on June 10, 2020 following the qualification of the Regulation A+ and are reflected as shares to be issued as of March 31, 2020. 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 13,015,225 shares of common stock in consideration for the conversion of 1,041,218 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 562,500 shares of common stock in a settlement of accounts payable valued at $22,500. The Company issued 312,500 shares of common stock for services rendered in connection with the raising of debt instruments valued at $12,500. |
Common Stock Options, Warrants
Common Stock Options, Warrants and Restricted Stock Units | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Common Stock Options, Warrants and Restricted Stock Units | NOTE 8: COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS Common Stock Options The Company recognizes in the financial statements compensation related to all stock-based awards, including stock options and warrants, based on their estimated grant-date fair value. The Company has estimated expected forfeitures and is recognizing compensation expense only for those awards expected to vest. All compensation is recognized by the time the award vests. The following schedule summarizes the changes in the Companyās 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, 2019 34,524,580 $ 0.024-120.00 6.49 years $ 277,973 $ 0.08 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired (- ) $ - - $ - Balance at March 31, 2020 34,524,580 $ 0.024-120.00 6.24 years $ 96,221 $ 0.08 Exercisable at March 31, 2020 34,428,955 $ 0.024-120.00 6.23 years $ 95,791 $ 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 Companyās 2015 Omnibus Securities and Incentive Plan to Dr. Korenko. The granting of the stock options occurs 10 days after the approval of the Companyās 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 Ā® 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 three months ended March 31, 2020 and 2019, the Company recognized $0 and $0, 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 Companyās stock warrants: Warrants Outstanding Weighted Average Aggregate Weighted Number Of Shares Exercise Price Per Share Contractual Life Intrinsic Value Exercise Price Per Share Balance at December 31, 2019 31,286,847 $ 0.04-80.00 0.97 years $ - $ 0.10 Warrants granted 5,770,000 $ 0.045-0.06 - $ - Warrants exercised - $ - - $ Warrants expired/cancelled - $ - - $ Balance at March 31, 2020 37,056,847 $ 0.04-80.00 0.95 years $ - $ 0.09 Exercisable at March 31, 2020 37,056,847 $ 0.04-80.00 0.95 years $ - $ 0.09 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. 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. 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 $425,000 in principal amount, $23,430 in accrued interest and an exchange premium as provided for in the note agreements of $77,683 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 holderās agreement to enter into the exchange, the Company intends to issue 2,200,000 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. Restricted Stock Units The following schedule summarizes the changes in the Companyās restricted stock units: Weighted Number Average Of Grant Date Shares Fair Value Balance at December 31, 2019 262,500 $ 0.59 RSUās granted - $ - RSUās vested - $ - RSUās forfeited - $ - Balance at March 31, 2020 262,500 $ 0.59 During the three months ended March 31. 2020 and 2019, the Company recognized $0 and $0 worth of expense related to the vesting of its RSUās. As of March 31, 2020, the Company had $155,400 worth of expense yet to be recognized for RSUās not yet vested. |
Legal Matters
Legal Matters | 3 Months Ended |
Mar. 31, 2020 | |
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, (ā 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 | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment | NOTE 10: COMMITMENT On June 4, 2019, the Company entered into an Executive Employment Agreement (āEmployment Agreementā) with Dr. Michael K. Korenko, the Companyās 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11: SUBSEQUENT EVENTS On June 10, 2020, the Company issued the shares under the Regulation A+ referenced herein that were reflected as shares to be issued as of March 31, 2020. Between June 17 and June 26, 2020, the Company raised $372,600 in the sale of 13,800,000 shares of common stock registered under the Regulation A+. Additionally, the Company raised $6,900 through the sale of 6,900,000 common stock warrants to five accredited investors. The warrants have a term of two-years and have an exercise price of $0.45 per share. In addition, a holder of a convertible promissory note entered into an agreement to exchange their note totaling $124,931, including $100,000 in principal amount, $4,109 in accrued interest and an exchange premium as provided for in the note agreement of $20,822 into 4,627,074 shares of common stock registered under the Regulation A+ effective June 19, 2020. |
Basis of Presentaion and Sign_2
Basis of Presentaion and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates the Company considers include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets. Actual results could differ from those estimates. |
Financial Statement Reclassification | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these financial statements so as to conform to current period classifications. |
Cash Equivalents | Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. |
Inventory | Inventory Inventory is reported at the lower of cost or market, determined using the first-in, first-out basis, or net realizable value. All inventories consisted of finished goods. The Company has no inventory for the three-months ended March 31, 2020 and for the year ended December 31, 2019. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2020 and December 31, 2019, 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 (ā 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 (ā 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 (āBCFā) 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 RadioGelā¢ 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, managementās plans for future operations, recent operating results and projected and expected undiscounted future cash flows. There have been no such capitalized costs in the three-months ended March 31, 2020 and 2019, 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 Companyās proprietary particle manufacturing process. The timing of this filing was important given the Companyās plans to make IsoPetĀ® commercially available, which it did on or about July 9, 2019. This additional patent protection will strengthen the Companyās competitive position. It is the Companyās 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 (āF 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 Companyās 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. |
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 periods ended in the three months ended March 31, 2020 and 2019, the basic earnings per share equals the diluted earnings per share. The following represent common stock equivalents that could be dilutive in the future as of March 31, 2020 and December 31, 2019, which include the following: March 31, 2020 December 31, 2019 Convertible debt 2,552,073 10,914,782 Common shares to be issued 24,125,668 - Preferred stock 20,672,640 27,372,515 Common stock options 34,524,580 34,524,580 Common stock warrants 36,956,847 31,286,847 Total potential dilutive securities 118,831,808 104,098,724 |
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 $1,028 and $23,686 research and development costs for the three-months ended March 31, 2020, and 2019, respectively, all of which were recorded in the Companyās operating expenses noted on the statements of operations for the three months then ended. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs. There were no tradeshow expenses incurred and not expensed for the three months ended March 31, 2020, and 2019, respectively. During the three months ended March 31, 2020 and 2019, the Company incurred $4,233 and $0, 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 March 31, 2020 and December 31, 2019. |
Income Taxes | Income Taxes To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The Company files income tax returns in the U.S. federal jurisdiction. The Company did not have any tax expense for the three months ended March 31, 2020 and 2019. The Company did not have any deferred tax liability or asset on its balance sheet on March 31, 2020 and December 31, 2019. Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Companyās financial statements. For the three months ended March 31, 2020 and 2019, 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 ā Act |
Stock-based Compensation | Stock-Based Compensation The Company recognizes compensation costs to employees under FASB ASC Topic 718, Compensation ā 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, āCompensation - Stock Compensation.ā 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 Companyās adoption of this guidance on January 1, 2018 did not have a material impact on the Companyās results of operations, financial position and related disclosures. In June 2018, the FASB issued ASU No. 2018-07 āCompensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.ā 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 companyās 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 Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Basis of Presentaion and Sign_3
Basis of Presentaion and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019, which include the following: March 31, 2020 December 31, 2019 Convertible debt 2,552,073 10,914,782 Common shares to be issued 24,125,668 - Preferred stock 20,672,640 27,372,515 Common stock options 34,524,580 34,524,580 Common stock warrants 36,956,847 31,286,847 Total potential dilutive securities 118,831,808 104,098,724 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at March 31, 2020 (unaudited) and December 31, 2019: March 31, 2020 December 31, 2019 Production equipment $ - $ - Less accumulated depreciation (- ) (- ) $ - $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction | As of March 31, 2020 and December 31, 2019, the Company had the following related party convertible notes outstanding: March 31, 2020 December 31, 2019 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 $ - $ 1,054 $ 15,000 $ 1,375 Less: Debt Discount - - (500 ) - $ - $ 1,054 $ 14,500 $ 1,375 As of March 31, 2020 and December 31, 2019, the Company had the following related party notes outstanding: March 31, 2020 December 31, 2019 Principal Accrued Principal Accrued January 2019 $60,000 Note, 8% interest, due January 2020 $ 60,000 $ 5,665 $ 60,000 $ 4,472 March 2019 $48,000 Note, 8% interest, due March 2020 48,000 3,882 48,000 2,927 April 2019 $29,000 Note, 8% interest, due April 2020 29,000 2,136 29,000 1,559 July 2019 $50,000 Note 8% interest, due July 2020 50,000 2,951 50,000 1,956 November 2019 $50,000 Note 8% interest, due November 2020 50,000 1,388 50,000 393 Total Related Party Notes Payable, Net $ 237,000 $ 16,022 $ 237,000 $ 11,307 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | As of March 31, 2020 and December 31, 2019, the Company had the following convertible notes outstanding: March 31, 2020 December 31, 2019 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 $ 41,331 $ 45,000 39,998 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 - January 2020 $100,000 Note convertible into common shares at $0,04 per share, 8% interest, due March 31, 2020 100,000 1,989 Penalties on notes in default 11,066 - 10,618 - Total Convertible Notes Payable, Net $ 156,066 $ 67,310 $ 465,618 $ 75,166 Less: BCF Discount (- ) - (6,187 ) - Less: Debt Discount (- ) - (24,545 ) - $ 156,066 $ 67,310 $ 434,886 $ 75,166 |
Promissory Notes Payable (Table
Promissory Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Promissory Notes Payable, Net | As of March 31, 2019 and December 31, 2019, the Company had the following promissory notes outstanding: March 31, 2020 December 31, 2019 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 $ 1,636 $ 100,000 5,410 Debt discount (- ) - - - Total Promissory Notes Payable, Net $ 100,000 $ 1,636 $ 100,000 $ 5,410 |
Common Stock Options, Warrant_2
Common Stock Options, Warrants and Restricted Stock Units (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Changes in Stock Option | The following schedule summarizes the changes in the Companyās 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, 2019 34,524,580 $ 0.024-120.00 6.49 years $ 277,973 $ 0.08 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired (- ) $ - - $ - Balance at March 31, 2020 34,524,580 $ 0.024-120.00 6.24 years $ 96,221 $ 0.08 Exercisable at March 31, 2020 34,428,955 $ 0.024-120.00 6.23 years $ 95,791 $ 0.08 |
Schedule of Changes in Stock Warrants | The following schedule summarizes the changes in the Companyās stock warrants: Warrants Outstanding Weighted Average Aggregate Weighted Number Of Shares Exercise Price Per Share Contractual Life Intrinsic Value Exercise Price Per Share Balance at December 31, 2019 31,286,847 $ 0.04-80.00 0.97 years $ - $ 0.10 Warrants granted 5,770,000 $ 0.045-0.06 - $ - Warrants exercised - $ - - $ Warrants expired/cancelled - $ - - $ Balance at March 31, 2020 37,056,847 $ 0.04-80.00 0.95 years $ - $ 0.09 Exercisable at March 31, 2020 37,056,847 $ 0.04-80.00 0.95 years $ - $ 0.09 |
Schedule of Changes in Restricted Stock Units | The following schedule summarizes the changes in the Companyās restricted stock units: Weighted Number Average Of Grant Date Shares Fair Value Balance at December 31, 2019 262,500 $ 0.59 RSUās granted - $ - RSUās vested - $ - RSUās forfeited - $ - Balance at March 31, 2020 262,500 $ 0.59 |
Basis of Presentaion and Sign_4
Basis of Presentaion and Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 28, 2019 | Dec. 22, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||||
Reserve stock split | reverse 1 for 8 stock-split | ||||
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 | ||||
Research and development costs | $ 1,028 | $ 23,686 | |||
Advertising and marketing costs | $ 4,233 | $ 0 | |||
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 |
Basis of Presentaion and Sign_5
Basis of Presentaion and Significant Accounting Policies - Schedule of Depreciation Estimated Useful Life (Details) | 3 Months Ended |
Mar. 31, 2020 | |
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 |
Basis of Presentaion and Sign_6
Basis of Presentaion and Significant Accounting Policies - Schedule of Future Minimum Royalties (Details) | Mar. 31, 2020USD ($) |
Accounting Policies [Abstract] | |
2020 | $ 10,000 |
2021 | 10,000 |
2022 | 4,000 |
Total | $ 24,000 |
Basis of Presentaion and Sign_7
Basis of Presentaion and Significant Accounting Policies - Schedule of Dilutive Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 118,831,808 | 104,098,724 |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 2,552,073 | 10,914,782 |
Common Shares To Be Issued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 24,125,668 | |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 20,672,640 | 27,372,515 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 34,524,580 | 34,524,580 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 36,956,847 | 31,286,847 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 03, 2020 | Apr. 30, 2020 | Nov. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 |
Due to related parties | $ 15,000 | |||||||
Accrued interest | 67,310 | 75,166 | ||||||
Stock issued during the period converted | ||||||||
Cash | 5,004 | |||||||
Stock issued during the period new issue, share | 150,000,000 | |||||||
Convertible promissory notes | 156,066 | $ 465,618 | $ 300,000 | $ 300,000 | ||||
Convertible Notes Payable [Member] | ||||||||
Accrued interest | 425,000 | |||||||
Stock issued during the period converted | 532,983 | |||||||
Convertible Notes [Member] | ||||||||
Accrued interest | 23,430 | |||||||
Exchange Premium Stipulated in the Note Agreements [Member] | ||||||||
Accrued interest | 77,683 | |||||||
Subsequent Event [Member] | ||||||||
Due to related parties | $ 125,280 | |||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||||
Stock issued during the period converted | $ 118,410 | |||||||
Minimum [Member] | ||||||||
Current operating activities | 1,500,000 | |||||||
Minimum [Member] | 12 to 24 months [Member] | ||||||||
Current operating activities | 5,000,000 | |||||||
Maximum [Member] | ||||||||
Current operating activities | 2,000,000 | |||||||
Maximum [Member] | 12 to 24 months [Member] | ||||||||
Current operating activities | $ 10,000,000 | |||||||
Maximum [Member] | Tranche One [Member] | ||||||||
Current operating activities | $ 4,050,000 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
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 ($) | Dec. 31, 2019 | Mar. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Production equipment | ||
Less accumulated depreciation | ||
Net fixed assets |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 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, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Nov. 25, 2020 | Dec. 31, 2019 | Nov. 25, 2019 | Sep. 30, 2019 | Aug. 20, 2019 | Jul. 05, 2019 | Oct. 31, 2018 | Oct. 19, 2018 |
Related Party Transaction [Line Items] | |||||||||||||||||||||
Accrued interest payable | $ 67,310 | $ 75,166 | $ 75,166 | ||||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||||||
Note maturity date | Aug. 20, 2019 | ||||||||||||||||||||
Debt conversion, amount converted | 526,113 | ||||||||||||||||||||
Advances from related party | 108,000 | ||||||||||||||||||||
Number of warrants issued | 750,000 | ||||||||||||||||||||
Debt discount | 24,545 | 24,545 | |||||||||||||||||||
Notes payable to related party | 237,000 | 237,000 | 237,000 | ||||||||||||||||||
Related party payables | 32,110 | 32,110 | 32,110 | ||||||||||||||||||
Convertible note payable | 156,066 | $ 465,618 | $ 300,000 | $ 465,618 | $ 300,000 | ||||||||||||||||
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 | ||||||||||||||||||||
Director [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Accrued interest payable | 16,022 | ||||||||||||||||||||
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 | 4,175 | $ 908 | |||||||||||||||||||
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] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Related party payables | $ 15,000 | ||||||||||||||||||||
Chairman [Member] | April 2020 [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Stock issued during the period converted, shares | 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] | |||||||||||||||||||||
Stock issued during the period converted, shares | 5,449,875 | 5,375,000 | 6,462,500 | 6,552,725 | |||||||||||||||||
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 | ||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Accrued interest payable | 425,000 | ||||||||||||||||||||
Interest expenses, related party | $ 298 | $ 0 | |||||||||||||||||||
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 | ||||||||||||||||||||
Number of warrants issued | 150,000 | 150,000 | |||||||||||||||||||
Debt discount | $ 3,721 | $ 3,721 | |||||||||||||||||||
Debt instrument description | The Company recognized a discount on the convertible note of $3,721 as a result of the warrants which are being amortized over the life of the note through January 15, 2020. |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transaction (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Sep. 30, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Feb. 20, 2019 | Jan. 31, 2019 | Mar. 31, 2017 |
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 100,000 | |||||||||
Accrued interest | $ 67,310 | $ 75,166 | ||||||||
Total Notes Payable, Net | 237,000 | 237,000 | ||||||||
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 | 1,054 | 1,375 | ||||||||
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] | ||||||||||
Accrued interest | 16,022 | 11,307 | ||||||||
Total Notes Payable, Net | 237,000 | 237,000 | ||||||||
Related Party Notes Payable [Member] | Related Party Three [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 60,000 | |||||||||
Accrued interest | 5,665 | 4,472 | ||||||||
Total Notes Payable, Net | 60,000 | 60,000 | ||||||||
Related Party Notes Payable [Member] | Related Party Four [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 48,000 | |||||||||
Accrued interest | 3,882 | 2,927 | ||||||||
Total Notes Payable, Net | 48,000 | 48,000 | ||||||||
Related Party Notes Payable [Member] | Related Party Five [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 29,000 | |||||||||
Accrued interest | 2,136 | 1,559 | ||||||||
Total Notes Payable, Net | 29,000 | 29,000 | ||||||||
Related Party Notes Payable [Member] | Related Party Six [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 50,000 | |||||||||
Accrued interest | 2,951 | 1,956 | ||||||||
Total Notes Payable, Net | 50,000 | 50,000 | ||||||||
Related Party Notes Payable [Member] | Related Party Seven [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal | $ 50,000 | |||||||||
Accrued interest | 1,338 | 393 | ||||||||
Total Notes Payable, Net | $ 50,000 | $ 50,000 |
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 | Mar. 31, 2020 | Dec. 31, 2019 | Feb. 20, 2019 | |
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||
Note, interest rate | 8.00% | |||||||||
Convertible Note Payable [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face amount | $ 15,000 | |||||||||
Convertible Note Payable [Member] | Related Party One [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face 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] | ||||||||||
Debt instrument, face 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] | ||||||||||
Debt instrument, face 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] | ||||||||||
Debt instrument, face 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] | ||||||||||
Debt instrument, face 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] | ||||||||||
Debt instrument, face 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] | ||||||||||
Debt instrument, face 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 | Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||||||||||
Convertible note payable | $ 300,000 | $ 156,066 | $ 465,618 | $ 300,000 | ||||||
Debt discount | 24,545 | |||||||||
Debt instrument interest rate | 8.00% | |||||||||
Debt maturity date | Aug. 20, 2019 | |||||||||
Proceeds from convertible debt | 100,000 | |||||||||
Debt conversion of convertible debt | 526,113 | |||||||||
Amortization of BCF discount | 6,187 | |||||||||
Two Noteholders [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt maturity date | Aug. 20, 2020 | |||||||||
Accredited Investor [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate | 8.00% | |||||||||
Warrants exercise price | $ 0.06 | |||||||||
Warrants term | 2 years | |||||||||
Debt maturity date | Mar. 31, 2020 | |||||||||
Proceeds from issuance of convertible note | $ 100,000 | |||||||||
Number of warrants granted | 1,250,000 | |||||||||
Accredited Investor [Member] | Warrant [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt maturity date | Mar. 31, 2022 | |||||||||
Number of warrants granted | 1,312,500 | |||||||||
Convertible Note Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest expenses | 14,961 | $ 1,328 | ||||||||
Debt discount | 500 | |||||||||
May 2017 Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible note payable | 3,136,506 | |||||||||
Debt discount | $ 2,419,240 | |||||||||
Note due date, description | December 2017 due date which was extended to May 2018. | |||||||||
Convertible Promissory Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible note 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% | 12.50% | 8.00% | |||||
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 | |||||||||
Debt maturity date | Jan. 15, 2020 | Jan. 15, 2020 | Mar. 31, 2020 | |||||||
Proceeds from convertible debt | $ 250,000 | |||||||||
Debt instrument, description | amended to $0.045 per share | |||||||||
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] | ||||||||||
Shares issued price per share | $ 1.20 | |||||||||
Number of warrants issued | 3,000,000 | |||||||||
Warrants term | 2 years | |||||||||
Fair value of warrants | $ 91,716 | |||||||||
Proceeds from convertible debt | $ 250,000 | |||||||||
Debt instrument, description | amended to $0.045 per share | |||||||||
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 ($) | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||||
Principal | $ 156,066 | $ 465,618 | $ 300,000 | $ 300,000 |
Accrued interest | 67,310 | 75,166 | ||
Penalties on notes in default principal (net) | 11,066 | 10,618 | ||
Penalties on notes in default accrued interest | ||||
Less: BCF Discount | (6,187) | |||
Less: Debt Discount | (24,545) | |||
Convertible notes payable, principal (net) | 156,066 | 434,886 | ||
Convertible notes payable, accrued interest | 67,310 | 75,166 | ||
Convertible Notes Payable One [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | 45,000 | 45,000 | ||
Accrued interest | 41,331 | 39,998 | ||
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 Fourteen [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | 100,000 | |||
Accrued interest | $ 1,989 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Aug. 31, 2012 | Jul. 31, 2012 | Jan. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jul. 31, 2019 | May 31, 2019 | Mar. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2015 | Mar. 31, 2020 | Feb. 20, 2019 | Jan. 31, 2016 | May 31, 2015 |
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||||||
Convertible Notes Payable One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face 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 instrument, face 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 instrument, face 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 | $ 560,913 | $ 0 | ||||||||||||
Convertible Notes Payable Four [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face 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 instrument, face 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 instrument, face 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 instrument, face 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 instrument, face 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 instrument, face 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 instrument, face 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 instrument, face 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 instrument, face 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 instrument, face amount | $ 50,000 | |||||||||||||
Debt conversion price per share | $ 0.04 | |||||||||||||
Debt interest rate | 8.00% | |||||||||||||
Debt maturity date description | March 31, 2020 | |||||||||||||
Convertible Notes Payable Fourteen [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||||||
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 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 100,000 | ||||
Debt maturity date | Aug. 20, 2019 | ||||
Debt instrument interest rate | 8.00% | ||||
Amortized debt discount | $ 53,527 | $ 6,706 | |||
Number of warrants issued | 750,000 | ||||
Interest expense | 239,858 | 11,179 | |||
Accrued interest payable | $ 67,310 | $ 75,166 | |||
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 issued | 375,000 | ||||
Noteholders Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of warrants issued | 375,000 | ||||
Promissory Notes One [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 50,000 | ||||
Promissory Notes Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face 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 | 3,726 | $ 852 | |||
Accrued interest payable | $ 1,636 |
Promissory Notes Payable - Sche
Promissory Notes Payable - Schedule of Promissory Notes Payable, Net (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Principal (net) | $ 100,000 | $ 100,000 |
Accrued Interest | 67,310 | 75,166 |
Debt discount | 24,545 | |
Promissory Notes Payable One [Member] | ||
Principal (net) | 100,000 | 100,000 |
Accrued Interest | 1,636 | 5,410 |
Debt discount | ||
Promissory Notes Payable [Member] | ||
Principal (net) | 100,000 | 100,000 |
Accrued Interest | 1,636 | 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 | |
Debt instrument, face amount | $ 100,000 | |
Note, interest rate | 8.00% | |
Promissory Notes Payable One [Member] | ||
Debt instrument, face amount | $ 50,000 | |
Promissory Notes Payable Two [Member] | ||
Debt instrument, face amount | 50,000 | |
Promissory Notes Payable [Member] | ||
Debt instrument, face 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 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jun. 28, 2019 | Mar. 28, 2019 | Mar. 31, 2020 | Jan. 31, 2020 | Nov. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jun. 30, 2015 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Aug. 20, 2019 | Jul. 31, 2019 | May 31, 2019 | Mar. 27, 2019 | Feb. 20, 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 | ||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Common stock shares issued | 190,295,634 | 190,295,634 | 184,845,821 | 184,845,821 | ||||||||||||||||||
Common stock shares outstanding | 190,295,634 | 190,295,634 | 184,845,821 | 184,845,821 | ||||||||||||||||||
Reverse stock split | reverse 1 for 8 stock-split | |||||||||||||||||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Gross proceeds from preferred stock | $ 50,000 | |||||||||||||||||||||
Number of shares issued | 150,000,000 | |||||||||||||||||||||
Number of shares issued, value | 6,870 | 100,000 | ||||||||||||||||||||
Number of warrants issued | 750,000 | |||||||||||||||||||||
Convertible promissory note | $ 300,000 | 300,000 | ||||||||||||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||||||||||||||
Accrued interest | 67,310 | 67,310 | $ 75,166 | $ 75,166 | ||||||||||||||||||
Stock issued during the period converted | ||||||||||||||||||||||
Stock issued for accounts payable and accrued expenses | $ 22,500 | |||||||||||||||||||||
Stock issued for accounts payable and accrued expenses, shares | 562,500 | |||||||||||||||||||||
Number of stock issued for services | 312,500 | |||||||||||||||||||||
Number of stock issued for services, value | $ 12,500 | $ 12,500 | ||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion price per share | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.032 | |||||||||||||||||
Warrant terms | 2 years | 2 years | ||||||||||||||||||||
Warrant exercise price | $ 0.06 | $ 0.06 | ||||||||||||||||||||
Convertible promissory note | 526,113 | 526,113 | ||||||||||||||||||||
Debt instrument, face amount | 425,000 | 425,000 | ||||||||||||||||||||
Accrued interest | $ 23,430 | $ 23,430 | ||||||||||||||||||||
Warrant to purchase of common stock | 625,000 | 625,000 | ||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of preferred stock into common stock, shares | 5,449,875 | |||||||||||||||||||||
Number of shares issued | 4,640,000 | 13,015,255 | ||||||||||||||||||||
Number of shares issued, value | $ 125,280 | |||||||||||||||||||||
Number of warrants issued | 2,320,000 | 2,320,000 | ||||||||||||||||||||
Warrant terms | 2 years | 2 years | ||||||||||||||||||||
Warrant exercise price | $ .045 | $ .045 | ||||||||||||||||||||
Number of warrants issued, value | $ 1,243 | $ 1,243 | ||||||||||||||||||||
Common Stock [Member] | Note Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of preferred stock into common stock, shares | 19,485,668 | |||||||||||||||||||||
Number of warrants issued | 2,200,000 | 2,200,000 | ||||||||||||||||||||
Warrant exercise price | $ 0.045 | $ 0.045 | ||||||||||||||||||||
Stock issued during the period converted | $ 77,683 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of stock issued for services | 84,375 | |||||||||||||||||||||
Number of stock issued for services, value | $ 3,792 | |||||||||||||||||||||
Warrant [Member] | Note Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of warrants issued | 4,400,000 | 4,400,000 | ||||||||||||||||||||
Warrant exercise price | $ .045 | $ .045 | ||||||||||||||||||||
Warrant expiration | Mar. 31, 2022 | Mar. 31, 2022 | ||||||||||||||||||||
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 | ||||||||||||||||
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% | |||||||||||||||||||||
Payment to redemptiom of preferred stock | $ 50,000 | |||||||||||||||||||||
Number of shares redeembale | 100,000 | |||||||||||||||||||||
Number of shares issued upon conversion | 1,041,218 | |||||||||||||||||||||
Preferred shares exchange | 821,292 | |||||||||||||||||||||
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 | |||||||||||||||
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% | |||||||||||||||||||||
Conversion of preferred stock into common stock, shares | 435,990 | |||||||||||||||||||||
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 | 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% | |||||||||||||||||||||
Maximum [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | |||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Reverse stock split | reverse 1-for-8 stock split | |||||||||||||||||||||
Board of Directors [Member] | Minimum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock shares authorized | 2,000,000,000 | |||||||||||||||||||||
Board of Directors [Member] | Maximum [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock shares authorized | 950,000,000 | |||||||||||||||||||||
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] | Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 100,000 |
Common Stock Options, Warrant_3
Common Stock Options, Warrants and Restricted Stock Units (Details Narrative) - USD ($) | Sep. 30, 2019 | Jul. 31, 2019 | Feb. 20, 2019 | Jun. 21, 2016 | Mar. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Jan. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Aug. 20, 2019 | May 31, 2019 |
Number of stock options expired | |||||||||||||||||||
Recognized a gain on this transaction | $ 34,106 | ||||||||||||||||||
Stock based compensation | $ 3,792 | ||||||||||||||||||
Debt discount | $ 24,545 | $ 24,545 | 24,545 | ||||||||||||||||
Interest expense | 239,858 | 11,179 | |||||||||||||||||
Number of stock issued for services | 312,500 | ||||||||||||||||||
Number of stock issued for services, value | $ 12,500 | $ 12,500 | |||||||||||||||||
Debt instrument, face amount | $ 100,000 | ||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||
Debt instrument, maturity date | Aug. 20, 2019 | ||||||||||||||||||
Number of warrants issued | 750,000 | ||||||||||||||||||
Number of shares issued | 150,000,000 | ||||||||||||||||||
Number of shares issued, value | 6,870 | 100,000 | |||||||||||||||||
Convertible promissory note | 300,000 | 300,000 | |||||||||||||||||
Accrued interest | 67,310 | $ 75,166 | 67,310 | 75,166 | $ 75,166 | ||||||||||||||
Stock issued during the period converted | |||||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||||
Interest expense | 3,726 | 852 | |||||||||||||||||
Accrued interest | 1,636 | 1,636 | |||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||
Accrued interest | 23,430 | 23,430 | |||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||
Debt discount | $ 10,000 | ||||||||||||||||||
Debt instrument, face amount | $ 425,000 | $ 425,000 | |||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | 12.50% | 8.00% | 8.00% | 12.50% | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||
Debt instrument, maturity date | Jan. 15, 2020 | Jan. 15, 2020 | Mar. 31, 2020 | ||||||||||||||||
Warrants exercise price | $ 0.06 | $ 0.06 | $ 0.06 | ||||||||||||||||
Warrants term | 2 years | 2 years | 2 years | ||||||||||||||||
Convertible promissory note | $ 526,113 | $ 526,113 | |||||||||||||||||
Accrued interest | $ 23,430 | $ 23,430 | |||||||||||||||||
Warrant [Member] | |||||||||||||||||||
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 | ||||||||||||||||||
Number of stock issued for services | 84,375 | ||||||||||||||||||
Number of stock issued for services, value | $ 3,792 | ||||||||||||||||||
Warrant [Member] | Promissory Notes [Member] | |||||||||||||||||||
Number of warrants granted | 5,650,000 | ||||||||||||||||||
Debt discount | $ 151,048 | $ 151,048 | $ 151,048 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Number of warrants issued | 2,320,000 | 2,320,000 | |||||||||||||||||
Warrants exercise price | $ .045 | $ .045 | |||||||||||||||||
Warrants term | 2 years | 2 years | |||||||||||||||||
Number of shares issued | 4,640,000 | 13,015,255 | |||||||||||||||||
Number of shares issued, value | $ 125,280 | ||||||||||||||||||
Conversion of preferred stock into common stock, shares | 5,449,875 | ||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||
Number of stock options issued | 1,000,000 | ||||||||||||||||||
Option vesting period | 10 years | ||||||||||||||||||
Options issued for settlement of accounts payable | $ 33,829 | ||||||||||||||||||
Note Agreement [Member] | Warrant [Member] | |||||||||||||||||||
Number of warrants issued | 4,400,000 | 4,400,000 | |||||||||||||||||
Warrants exercise price | $ .045 | $ .045 | |||||||||||||||||
Warrant expiration date | Mar. 31, 2022 | Mar. 31, 2022 | |||||||||||||||||
Note Agreement [Member] | Common Stock [Member] | |||||||||||||||||||
Number of warrants issued | 2,200,000 | 2,200,000 | |||||||||||||||||
Warrants exercise price | $ 0.045 | $ 0.045 | |||||||||||||||||
Conversion of preferred stock into common stock, shares | 19,485,668 | ||||||||||||||||||
Stock issued during the period converted | $ 77,683 | ||||||||||||||||||
Convertible Note Agreements [Member] | |||||||||||||||||||
Number of warrants granted | 2,200,000 | ||||||||||||||||||
Warrants exercise price | $ 0.045 | $ 0.045 | |||||||||||||||||
Warrants term | 2 years | 2 years | |||||||||||||||||
Convertible Note Agreements [Member] | Warrant [Member] | |||||||||||||||||||
Number of warrants granted | 4,400,000 | ||||||||||||||||||
Debt instrument, maturity date | Mar. 31, 2022 | ||||||||||||||||||
Stock Option [Member] | |||||||||||||||||||
Stock based compensation | $ 0 | 0 | |||||||||||||||||
Regulation A Plus [Member] | |||||||||||||||||||
Number of warrants granted | 2,320,000 | ||||||||||||||||||
Warrants exercise price | $ 0.045 | $ 0.045 | |||||||||||||||||
Warrants term | 2 years | 2 years | |||||||||||||||||
Number of shares issued | 4,640,000 | ||||||||||||||||||
Number of shares issued, value | $ 125,280 | ||||||||||||||||||
Warrants purchase price | 1,243 | ||||||||||||||||||
Restricted Stock Units [Member] | |||||||||||||||||||
Number of warrants granted | |||||||||||||||||||
Restricted stock expense | $ 0 | $ 0 | |||||||||||||||||
Stock options expense yet to be recognized | 155,400 | $ 155,400 | |||||||||||||||||
Consultants [Member] | |||||||||||||||||||
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] | |||||||||||||||||||
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] | |||||||||||||||||||
Number of stock options expired, value | $ 2,176 | ||||||||||||||||||
Dr. Korenko [Member] | 2015 Omnibus Securities and Incentive Plan [Member] | |||||||||||||||||||
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 IsoPetĀ®. | ||||||||||||||||||
Fair value of options | $ 585,144 | ||||||||||||||||||
Accredited Investors [Member] | Convertible Notes [Member] | |||||||||||||||||||
Debt instrument, face amount | $ 100,000 | $ 100,000 | |||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | |||||||||||||||||
Debt instrument, maturity date | Mar. 31, 2020 | ||||||||||||||||||
Number of warrants issued | 1,250,000 | 1,250,000 | |||||||||||||||||
Warrants exercise price | $ 0.06 | $ 0.06 | |||||||||||||||||
Warrants term | 2 years | 2 years | |||||||||||||||||
Accredited Investors [Member] | Warrant [Member] | |||||||||||||||||||
Number of warrants granted | 1,250,000 | ||||||||||||||||||
Accredited Investors [Member] | Warrant [Member] | Convertible Notes [Member] | |||||||||||||||||||
Number of warrants issued | 1,312,500 | 1,312,500 | |||||||||||||||||
Warrants exercise price | $ .06 | $ .06 | |||||||||||||||||
Warrant expiration date | Mar. 31, 2022 | Mar. 31, 2022 | |||||||||||||||||
Accredited Investors [Member] | Common Stock [Member] | |||||||||||||||||||
Number of shares issued | 1,250,000 |
Common Stock Options, Warrant_4
Common Stock Options, Warrants and Restricted Stock Units - Schedule of Changes in Stock Option (Details) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares Options Outstanding Beginning Balance | shares | 34,524,580 |
Number of Options granted | shares | |
Number of Options exercised | shares | |
Number of Options expired | shares | |
Number of Shares Options Outstanding Ending Balance | shares | 34,524,580 |
Number of Shares Options Exercisable | shares | 34,428,955 |
Exercise Price Per Share granted | |
Exercise Price Per Share exercised | |
Exercise Price Per Share expired | |
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning | 6 years 5 months 27 days |
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending | 6 years 2 months 27 days |
Weighted Average Remaining Contractual Life (in years) Exercisable | 6 years 2 months 23 days |
Aggregate Intrinsic Value Outstanding Beginning | $ | $ 277,973 |
Aggregate Intrinsic Value Outstanding Ending | $ | 96,221 |
Aggregate Intrinsic Value Exercisable | $ | $ 95,791 |
Weighted Average Exercise Price Per Share Outstanding Beginning | $ 0.08 |
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 |
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 | 0.024 |
Exercise Price Per Share granted | |
Exercise Price Per Share exercised | |
Exercise Price Per Share expired | |
Exercise Price Per Share Outstanding Ending Balance | 0.024 |
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 |
Exercise Price Per Share granted | |
Exercise Price Per Share exercised | |
Exercise Price Per Share expired | |
Exercise Price Per Share Outstanding Ending Balance | 120 |
Exercise Price Per Share Exercisable | $ 120 |
Common Stock Options, Warrant_5
Common Stock Options, Warrants and Restricted Stock Units - Schedule of Changes in Stock Warrants (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Warrants Outstanding Beginning | shares | 31,286,847 |
Number of Shares, Warrants granted | shares | 5,770,000 |
Number of Shares, Warrants exercised | shares | |
Number of Shares, Warrants expired/cancelled | shares | |
Number of Shares, Warrants Outstanding Ending | shares | 37,056,847 |
Number of Shares, Warrants Exercisable Ending | shares | 37,056,847 |
Exercise Price Per Share Warrants exercised | |
Exercise Price Per Share Warrants expired/cancelled | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 11 months 19 days |
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 11 months 12 days |
Weighted Average Remaining Contractual Life Warrants Exercisable | 11 months 12 days |
Aggregate Intrinsic Value Outstanding Beginning | $ | |
Aggregate Intrinsic Value Outstanding Ending | $ | |
Aggregate Intrinsic Value Exercisable | $ | |
Weighted Average Exercise Price Per Share Exercise Price Warrants Beginning | $ 0.10 |
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 | 0.09 |
Weighted Average Exercise Price Per Share Exercise Price Warrants Exercisable | 0.09 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Per Share Warrants Outstanding Beginning | 0.04 |
Exercise Price Per Share Warrants granted | 0.045 |
Exercise Price Per Share Warrants Outstanding Ending | 0.04 |
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 | 0.06 |
Exercise Price Per Share Warrants Outstanding Ending | 80 |
Exercise Price Per Share Exercisable | $ 80 |
Common Stock Options, Warrant_6
Common Stock Options, Warrants and Restricted Stock Units - Schedule of Changes in Restricted Stock Units (Details) - Restricted Stock Units [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, RSU's Outstanding Beginning | shares | 262,500 |
Number of Shares, RSU's Granted | shares | |
Number of Shares, RSU's Vested | shares | |
Number of Shares, RSU's Forfeited | shares | |
Number of Shares, RSU's Outstanding Ending | shares | 262,500 |
Weighted Average Grant Date Fair Value, RSU's Outstanding Beginning | $ / shares | $ 0.59 |
Weighted Average Grant Date Fair Value, RSU's Granted | $ / shares | |
Weighted Average Grant Date Fair Value, RSU's Vested | $ / shares | |
Weighted Average Grant Date Fair Value, RSU's Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value, RSU's Outstanding Ending | $ / shares | $ 0.59 |
Legal Matters (Details Narrativ
Legal Matters (Details Narrative) - USD ($) | Dec. 16, 2019 | Dec. 04, 2019 | Nov. 25, 2019 | Nov. 30, 2019 | Aug. 20, 2019 |
Number of shares issued | 150,000,000 | ||||
Number of warrants issued | 750,000 | ||||
Settlement Agreement [Member] | Plaintiff [Member] | |||||
Number of shares issued | 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 $1,000,000 in cash balances, will record the deferred compensation at that time. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 26, 2020 | Jun. 26, 2020 | Nov. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jul. 31, 2019 | Jun. 30, 2019 | May 31, 2019 | Feb. 20, 2019 |
Subsequent Event [Line Items] | |||||||||||
Convertible note payable | $ 156,066 | $ 465,618 | $ 300,000 | $ 300,000 | |||||||
Principal amount | $ 100,000 | ||||||||||
Accrued interest | 67,310 | $ 75,166 | |||||||||
Number of shares issued, value | 6,870 | $ 100,000 | |||||||||
Number of shares issued | 150,000,000 | ||||||||||
Convertible Promissory Note [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrants term | 2 years | ||||||||||
Warrants exercise price | $ 0.06 | ||||||||||
Convertible note payable | $ 50,000 | $ 300,000 | $ 300,000 | $ 50,000 | |||||||
Principal amount | 425,000 | ||||||||||
Accrued interest | $ 23,430 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Sale of stock, shares valued | $ 372,600 | ||||||||||
Sale of stock, shares issued | 13,800,000 | ||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible note payable | $ 124,931 | $ 124,931 | |||||||||
Principal amount | 100,000 | 100,000 | |||||||||
Accrued interest | 4,109 | 4,109 | |||||||||
Number of shares issued, value | $ 20,822 | ||||||||||
Number of shares issued | 4,627,074 | ||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Sale of stock, shares valued | $ 6,900 | ||||||||||
Sale of stock, shares issued | 6,900,000 | ||||||||||
Warrants term | 2 years | 2 years | |||||||||
Warrants exercise price | $ 0.45 | $ 0.45 |