Barfresh Food (BRFH) 10-K 13 Apr 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Apr. 06, 2020	Jun. 28, 2019
Document And Entity Information
Entity Registrant Name	BARFRESH FOOD GROUP INC.
Entity Central Index Key	0001487197
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 31,628,382
Entity Common Stock, Shares Outstanding		143,247,603
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 999,989	$ 1,041,569
Restricted cash	91,385
Accounts receivable, net	284,668	357,304
Inventory, net	634,746	1,226,463
Prepaid expenses and other current assets	17,606	98,457
Total current assets	2,028,394	2,723,793
Property, plant and equipment, net of depreciation	2,406,317	2,500,254
Operating lease right-of-use assets, net	203,287
Intangible assets, net of amortization	479,503	537,789
Deposits	8,304
Total Assets	5,125,805	5,761,836
Current liabilities:
Accounts payable	625,068	1,101,882
Accrued expenses	250,125	175,259
Accrued payroll	215,601	638,706
Accrued vacation	95,851	155,586
Accrued interest	487,978
Lease liability	56,692
Convertible note, net of discount	150,742
Total current liabilities	1,882,057	2,071,433
Long term liabilities:
Accrued interest		190,475
Lease liability less current portion	159,177
Convertible note - related party, net of discount	1,181,942	841,836
Convertible note, net of discount	1,407,877	1,367,487
Derivative liabilities	211,028	1,325,653
Total liabilities	4,842,081	5,796,884
Commitments and contingencies (Note 7,8,9 and 14)
Stockholders' equity (deficit):
Preferred stock, $0.000001 par value, 5,000,000 shares authorized, none issued or outstanding
Common stock, $0.000001 par value; 295,000,000 shares authorized; 130,341,737 and 122,770,960 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively	130	123
Additional paid in capital	47,030,716	41,118,649
Accumulated deficit	(46,747,122)	(41,153,820)
Total stockholders' equity (deficit)	283,724	(35,048)
Total Liabilities and Stockholders' Equity (Deficit)	$ 5,125,805	$ 5,761,836

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares authorized	295,000,000	295,000,000
Common stock, shares issued	130,341,737	122,770,960
Common stock, shares outstanding	130,341,737	122,770,960

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Revenue	$ 4,306,785	$ 4,235,159
Cost of revenue	1,928,210	2,033,396
Depreciation of manufacturing equipment	65,366	57,099
Gross profit	2,313,209	2,144,664
Operating expenses:
General and administrative	6,850,566	7,813,425
Depreciation and amortization	649,847	511,319
Total operating expenses	7,500,413	8,324,744
Operating loss	(5,187,204)	(6,180,080)
Other expenses
Other (income) loss from derivative liability	(1,114,625)	87,630
Warrant modification	307,460	290,300
Interest	1,213,263	764,813
Total other expense	406,098	1,142,743
Net (loss)	$ (5,593,302)	$ (7,322,823)
Per share information - basic and fully diluted:
Weighted average shares outstanding	128,510,646	119,599,191
Net (loss) per share	$ (0.04)	$ (0.06)

Statement of Stockholders' Equi

Statement of Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid in Capital [Member]	Accumulated (Deficit) [Member]	Total
Beginning balance at Dec. 31, 2017	$ 119	$ 37,992,799	$ (33,830,997)	$ 4,161,921
Beginning balance, shares at Dec. 31, 2017	118,690,527
Exercise of warrants	$ 2	924,998		925,000
Exercise of warrants, shares	2,017,821
Cashless exercise of options
Cashless exercise of options, shares	107,821
Conversion of notes payable	$ 1	580,853		580,854
Conversion of notes payable, shares	804,396
Issuance of stock for services	$ 1	190,166		$ 190,167
Issuance of stock for services, shares	1,150,395			180,265
Equity based compensation		598,768		$ 598,768
Equity based compensation, shares
Discount on convertible notes (warrants)		540,765		540,765
Warrant modification		290,300		290,300
Net (loss) for the year			(7,322,823)	(7,322,823)
Ending balance at Dec. 31, 2018	$ 123	41,118,649	(41,153,820)	(35,048)
Ending balance, shares at Dec. 31, 2018	122,770,960
Exercise of warrants	$ 3	1,884,873		1,884,876
Exercise of warrants, shares	3,196,180
Equity based compensation		225,026		225,026
Equity based compensation, shares
Warrant modification		307,460		307,460
Issuance of stock and options for services		335,914		335,914
Issuance of stock and options for services, shares	374,597
Warrants issued to Management		758,798		758,798
Issuance of stock for capital raise	$ 4	2,399,996		2,400,000
Issuance of stock for capital raise, shares	4,000,000
Net (loss) for the year			(5,593,302)	(5,593,302)
Ending balance at Dec. 31, 2019	$ 130	$ 47,030,716	$ (46,747,122)	$ 283,724
Ending balance, shares at Dec. 31, 2019	130,341,737

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Statement of Cash Flows [Abstract]
Net income	$ (5,593,302)	$ (7,322,823)
Adjustments to reconcile net income to net cash from operating activities
Depreciation	651,603	504,808
Amortization	63,610	63,610
Amortization of ROU Asset	38,268
Bad debt expense	89,397	61,788
Change in Inventory Reserve	69,414	31,237
Interest expense related to debt discount	881,871	519,707
Warrant Modification Expense	307,460	290,300
Stock-Based Compensation	225,026	598,768
Loss on Derivative	(1,114,625)	87,630
Gain on sale of assets		(13,118)
Stock and options issued for Services	335,914	190,167
Changes in assets and liabilities
Receivables - trade	(16,757)	(148,055)
Inventories	456,938	213,346
Prepaid expenses & Other assets	41,482	(4,617)
Deposits	31,065
Accounts payable	(502,898)	458,507
Accrued Expenses	350,780	120,022
Accrued Interest	331,432	220,934
Deferred rent		(495)
Net Cash (used for) Operating Activities	(3,353,326)	(4,128,284)
Investing Activities
Purchase of property and equipment	(466,216)	(1,106,574)
Proceeds from sale of equipment		37,967
Purchase of Intangibles	(5,324)	(14,456)
Net Cash (used for) Investing Activities	(470,738)	(1,083,063)
Financing Activities
Cash received for Warrant Exercises	1,500,357	925,000
Cash paid for debt offering costs		(45,000)
Cash received for Stock	2,400,000
Issuance of convertible notes		4,318,000
Repayment of short-term debt		(250,000)
Payments of operating leases	(25,686)
Net Cash from Financing Activities	3,874,671	4,948,000
Net Change in Cash and Restricted Cash	49,805	(263,347)
Cash and Restricted Cash, Beginning of Year	1,041,569	1,304,916
Cash and Restricted Cash, End of Year	1,091,374	1,041,569
Non-Cash Financing and Investing Activities
Total property and equipment included in accounts payable	26,084	216,768
Discount on convertible notes		1,874,684
Convertible notes principal and interest settled through warrant exercise	384,563	580,854
Operating lease right-of-use asset	241,555
Deferred compensation settled through issuance of warrants	$ 758,798

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 1. Summary of Significant Accounting Policies Barfresh Food Group Inc., (“we,” “us,” “our,” and the “Company”) was incorporated on February 25, 2010 in the State of Delaware. We are engaged in the manufacturing and distribution of ready to blend beverages, particularly, smoothies, shakes and frappes. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Basis of Consolidation The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries, Barfresh Inc. and Barfresh Corporation Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates. Concentration of Credit Risk The amount of cash on deposit with financial institutions exceeds the $250,000 federally insured limit at December 31, 2019 and 2018. However, we believe that cash on deposit that exceeds $250,000 in the financial institutions is financially sound and the risk of loss is minimal. Restricted Cash In the third quarter of 2019, the Company adopted FASB ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which enhances and clarifies the guidance on the classification and presentation of restricted cash in the statement of cash flows and requires additional disclosures about restricted cash balances. At December 31, 2019, the Company had $91,385 in restricted cash related to our co-packing agreement with Yarnell Operations, LLC. Fair Value Measurement Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 - Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 - Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses, derivative liabilities, and convertible notes. The carrying value of our financial instruments approximates their fair value, except for the derivative liability in which carrying value is fair value. Accounts Receivable Accounts receivable are typically unsecured. Our credit policy calls for payment generally within 30 days. The credit worthiness of a customer is evaluated prior to a sale. As of December 31, 2019 and 2018, the company’s allowance for doubtful accounts was $141,788 and $61,788 respectively. There was $89,397 of bad debt expense recorded for the year ended December 31, 2019 and $61,788 of bad debt expense for the year ended December 31, 2018. The allowance was applied to certain receivable accounts which are over 95 days. Inventory Inventory consists of finished goods and is carried at the lower of cost or net realizable value on a first in first out basis. The company monitors the remaining useful life of its inventory and establishes a reserve of obsolescence where appropriate. As of December 31, 2019 and 2018, the Company’s inventory reserve was $100,651 and $31,237 respectively. Intangible Assets Intangible assets are comprised of patents, net of amortization and trademarks. The patent costs are being amortized over the life of the patent, which is twenty years from the date of filing the patent application. In accordance with ASC Topic 350 Intangibles - Goodwill and Other In accordance with ASC 350 legal costs related to trademarks have been capitalized. We have determined that trademarks have an indeterminable life and therefore are not being amortized. Long-Lived Assets and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any impairment charges during the years presented. Property, Plant, and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are being amortized over the shorter of the useful life of the asset or the lease term that includes any expected renewal periods that are deemed to be reasonably assured. The estimated useful lives used for financial statement purposes are: Furniture and fixtures: 5 years Manufacturing equipment and customer equipment: 3 years to 7 years Leasehold improvements: 2 years Vehicles: 5 years Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods. The Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers. 2) Identify the performance obligation in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and is generally stated on the approved sales order. Variable consideration, which typically includes volume-based rebates or discounts, are estimated utilizing the most likely amount method. 4) Allocate the transaction price to performance obligations in the contract Since our contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single performance obligation. 5) Recognize Revenue when or as the Company satisfies a performance obligation The Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfillment costs and presented in distribution, selling and administrative costs. The company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from a single product, frozen beverages. Research and Development Expenditures for research activities relating to product development and improvement are charged to expense as incurred. We incurred $538,391 and $674,224, in research and development expenses for the years ended December 31, 2019 and 2018, respectively. Shipping and Storage Costs Shipping and handling costs are included in general and administrative expenses. For the years ended December 31, 2019 and 2018, shipping and handling costs totaled $751,237 and $864,871, respectively. Rent Expense As of January 1, 2019, the Company adopted ASC 842. ASC 842 replaced the prior lease accounting guidance in its entirety. As disclosed in Note 7, we entered into a new office space lease that took effect on April 1, 2019 and recorded a right-of-use asset and corresponding liability for amounts that approximate our future commitments of $241,555. Lease expense for finance leases consists of the amortization of the ROU asset on a straight-line basis over the asset’s estimated useful life and is included in operating expenses in the consolidated statement of income. Income Taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely than not that some portion or all of the deferred tax assets will not be recognized. For the years ended December 31, 2019 and 2018 we did not have any interest and penalties or any significant unrecognized uncertain tax positions. Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of any derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as gain/loss from derivative liability. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. Earnings per Share We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share Stock Based Compensation We calculate stock compensation in accordance with ASC Topic 718, Compensation-Stock Based Compensation Recent pronouncements From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position. In February 2016, the FASB issued ASU No. 2016-02, “Leases”, to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU leaves the accounting for the organization that own the assets leased to the lessee (“lessor”) largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, “Revenue from Contracts with Customers”. The Company has evaluated the effect of the standard on our financial statements. Based on our evaluation, we have one material lease subject to adoption of this standard, effective January 1, 2019. As disclosed in Note 8, we entered into a new office space lease that took effect on April 1, 2019 and recorded a right-of-use asset and corresponding liability for amounts that approximate our future commitments of $241,555.

Inventory

Inventory	12 Months Ended
	Dec. 31, 2019
Inventory Disclosure [Abstract]
Inventory	Note 2. Invento Inventory consists of the following at December 31: 2019 2018 Raw materials $ 286,027 $ 43,256 Finished goods, net of reserve 332,083 1,127,656 Capitalized equipment depreciation 16,636 55,551 Inventory, net $ 634,746 $ 1,226,463 The Company has recorded a reserve for slow moving and potentially obsolete inventory. The reserve at December 31, 2019 and 2018 was $100,651 and $31,237 respectively.

Property Plant and Equipment

Property Plant and Equipment	12 Months Ended
	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Property Plant and Equipment	Note 3. Property Plant and Equipment Major classes of property and equipment at December 31, 2019 and 2018 consist of the following: 2019 2018 Furniture and fixtures $ 1,524 $ 1,524 Manufacturing Equipment and customer equipment 3,521,636 3,118,391 Leasehold Improvements 4,886 4,886 Vehicles 29,696 29,696 3,557,742 3,154,497 Less: accumulated depreciation (1,787,967 ) (1,190,846 ) 1,769,775 1,963,651 Equipment not yet placed in service 636,542 536,605 Property and equipment, net of depreciation $ 2,406,317 $ 2,500,254 We recorded depreciation expense related to these assets of $586,237 and $447,709 for the years ended December 31, 2019 and 2018, respectively. Depreciation expense in Cost of Goods Sold was $65,366 and $57,099 for the years ended December 31, 2019 and 2018 respectively.

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 4. Intangible Assets As of December 31, 2019, intangible assets consist of patent costs of $764,891, trademarks of $108,632 and accumulated amortization of $394,020. As of December 31, 2018, intangible assets consist of patent costs of $764,891, trademarks of $103,309 and accumulated amortization of $330,411. The amounts carried on the balance sheet represent cost to acquire, legal fees and similar costs relating to the patents incurred by the Company. Amortization is calculated through the expiration date of the patent, which is December 2025. The amount charged to expenses for amortization of the patent costs was $63,610 and $63,610 for the years ended December 31, 2019 and 2018, respectively. Estimated future amortization expense related to patents as of December 31, 2019, is as follows: Total Amortization Years ending December 31, 2020 $ 63,610 2021 63,610 2022 63,610 2023 63,610 Later years 116,431 $ 370,871

Related Parties

Related Parties	12 Months Ended
	Dec. 31, 2019
Related Party Transactions [Abstract]
Related Parties	Note 5. Related Parties As disclosed below in Note 6, members of management and directors invested in company’s convertible notes; and in Note 9, members of management and directors have received shares of stock and options in exchange for services.

Convertible Notes (Related and

Convertible Notes (Related and Unrelated Party)	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Convertible Notes (Related and Unrelated Party)	Note 6. Convertible Notes (Related and Unrelated Party) In March 2018, we closed an offering of $2,527,500 in convertible notes, Series CN Note 1 of 2, of which, management, directors and significant shareholders have invested $840,000. The convertible notes bear 10% interest per annum and are due and payable on March 14, 2020. The notes are convertible at any time prior to the due date into our common stock at conversion price of $0.88 per share or 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no event lower than $0.60 per share. In addition, the interest is convertible at any time prior to the due dates into our common stock at conversion price of 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no event lower than $0.60 per share. There were 1,331,583 warrants issued, in conjunction with the convertible note offering. The fair value of the warrants, $0.17 per share ($220,548 in the aggregate), was calculated using the Black-Scholes option pricing model using the following assumptions: Expected life (in years) 3 Volatility (based on a comparable company) 54.82 % Risk Free interest rate 2.41 % Dividend yield (on common stock) - The value of $220,548 was recorded as a debt discount related to the issuance of the warrants. In April 2018, we offered investors in our March 2018 Convertible Note (“Series CN Notes”) the opportunity to accelerate the issuance of certain warrants associated with the CN Notes. Pursuant to the acceleration offer, Series CN Notes investors who invested an additional 10% to 20% of the Series CN Note amount, immediately received an additional 25% warrant coverage on their initial CN Note investment, which would otherwise have been issued after one year. During April 2018, we closed the CN Note acceleration offer in the amount of $177,300 in convertible notes, of which, management, directors and significant shareholders have invested $30,000. The CN Note acceleration offer convertible notes bear 10% interest per annum and are due and payable on March 14, 2020. The notes are convertible at any time prior to the due date into our common stock at conversion price of $0.88 per share or 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no event lower than $0.60 per share. In addition, the interest is convertible at any time prior to the due dates into our common stock at conversion price of 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no event lower than $0.60 per share. There were 937,373 warrants issued in conjunction with the Series CN Note acceleration offer convertible note offering. The fair value of the warrants, $0.25 per share ($235,519 in the aggregate), was calculated using the Black-Scholes option pricing model using the following assumptions: Expected life (in years) 3 Volatility (based on a comparable company) 55.49 % Risk Free interest rate 2.45 % Dividend yield (on common stock) - The value of $105,199 was recorded as a debt discount related to the issuance of the warrants as using the fair value would cause the debt discount to exceed the gross proceeds received. In November and December 2018, three investors elected to convert their convertible note issued on March 14, 2018 into stock. The total debt converted was $453,000 and $30,459 accrued interest into 804,396 shares of stock. In March 2019, an investor elected to exercise I-Warrants by using part of the investor’s convertible note. The total debt settled was $350,634 of principal and $33,929 of accrued interest. The convertible notes consist of the following components as of the year-end: 31-Dec-19 31-Dec-18 Convertible notes $ 2,704,800 $ 2,704,800 Less: Debt discount (warrant value) (325,747 ) (325,747 ) Less: Debt discount (derivative value)(Note 7) (638,988 ) (638,988 ) Less: Debt discount (issuance costs paid) (27,000 ) (27,000 ) Less: Note conversion (803,634 ) (453,000 ) Add: Debt discount amortization 898,940 481,042 $ 1,808,371 $ 1,741,107 The total of $1,808,371 shown in the table above at December 31, 2019, plus the total of $932,190 from the table below equals the total presented in the balance sheet of Long Term Liabilities: Convertible Note – related party net of discount, of $1,181,942, Convertible Note – net of Discount of $1,407,877, and Current Liabilities: Convertible Note – net of Discount 150,742. The total of $1,741,107 in the table above at December 31, 2018, plus the total of $468,216 from the table below ($2,209,323) agrees to the total presented in the balance sheet of Long Term Liabilities: Convertible note – related party, net of discount of $841,836, and Convertible Note, net of discount, of $1,367,487. In December 2018, we closed an offering of $1,363,200 in convertible notes, Series CN 2 of 2, of which, management, directors and significant shareholders have invested $560,000. The convertible notes bear 10% interest per annum and are due and payable on November 30, 2020. The notes are convertible at any time prior to the due date into our common stock at conversion price of $0.88 per share or 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no event lower than $0.60 per share. In addition, the interest is convertible at any time prior to the due dates into our common stock at conversion price of 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no event lower than $0.60 per share. There were 678,864 warrants issued, in conjunction with the convertible note offering. The fair value of the warrants, $0.31 per share ($212,763 in the aggregate), was calculated using the Black-Scholes option pricing model using the following assumptions: Expected life (in years) 3 Volatility (based on a comparable company) 59.00 % Risk Free interest rate 2.83 % Dividend yield (on common stock) - The value of $212,763 was recorded as a debt discount related to the issuance of the warrants. The convertible notes consist of the following components as of the year-end: 31-Dec-19 31-Dec-18 Convertible notes $ 1,363,200 $ 1,363,200 Less: Debt discount (warrant value) (212,763 ) (212,763 ) Less: Debt discount (derivative value)(Note 7) (697,186 ) (697,186 ) Less: Debt discount (issuance costs paid) (23,700 ) (23,700 ) Add: Debt discount amortization 502,639 38,665 $ 932,190 $ 468,216 The total shown in the above table of $932,190 at December 31, 2019, plus the total from table above $1,808,371 agrees to the total presented in the balance sheet of Long Term Liabilities: Convertible Note – related party net of discount, of $1,181,942, Convertible Note – net of Discount of $1,407,877, and Current Liabilities: Convertible Note – net of discount of 150,742. The total in the first table above of $1,741,107 at December 31, 2018, plus the total from the second table above of $468,216 ($2,209,323) agrees to the total presented in the balance sheet of Long Term Liabilities: Convertible note – related party, net of discount of $841,836, and Convertible Note, net of discount, of $1,367,487. As of December 31, 2019, the outstanding balances due of the Series CN Notes, net of all related debt discount, total $2,740,561. The Long Term Liabilities of related party convertible notes (net) and unrelated party convertible notes (net) represent $1,181,942 and $1,407,877, respectively as of December 31, 2019. The Current Liabilities of Convertible Notes, (net) represent 150,742 as of December 31, 2019. Per Note 14, Subsequent Events, the Company restructured its Milestone I and II Convertible Notes through both conversion and extension. The remaining principal balance outstanding as of March 23, 2020 is $1,407,000. Future maturity of convertible notes at face value before effect of all discount, are as follow: Total Convertible Years ending December 31, 2020 $ 177,366 2021 168,000 2022 1,071,000 2023 - 2024 - $ 1,416,366

Derivative Liabilities

Derivative Liabilities	12 Months Ended
	Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liabilities	Note 7. Derivative Liabilities As discussed in Note 6, Convertible Notes, the Company issued Series CN Note acceleration offer convertible notes payable that provide variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock, therefore the number of shares of common stock issuable upon conversion of the promissory note is indeterminate. The fair values of the Company’s derivative liabilities are estimated at the issuance date and are revalued at each subsequent reporting date. The Company recognized a derivative liability and debt discount of $569,588 at March 14, 2018 related to the Series CN Convertible notes 1 of 2; $69,400 at April 11, 2018 related to the Series CN Notes Warrant Acceleration; and $697,186 at November 30, 2018 related to the Series CN Convertible note 2 of 2. The derivative liability was revalued at December 31, 2019 and 2018 with a value of $211,028 and $1,325,653. The Company recorded a net gain of $1,114,625 and a net loss of $87,630 for the years ended December 31, 2019 and 2018 respectively related to the derivative liability. The 2018 net loss consists of a $110,829 gain for a portion of the derivative liability being settled upon a noteholders decision to convert their outstanding principal to equity under the terms of the convertible note agreement, and a loss of $198,459 from the change in fair value. The fair value of the derivative liability for CN Convertible Note 1 of 2 and CN Note Warrant Acceleration was calculated using the Black-Scholes model using the following assumptions. 31-Dec-19 31-Dec-18 Expected life 0.21 1.2 Volatility (based on comparable company) 86.4 % 72.03 % Risk Free interest rate 1.58 % 2.48 % Dividend yield (on common stock) - - The fair value of the derivative liability for CN Convertible Note 2 of 2 was calculated using the Black-Scholes model using the following assumptions. 31-Dec-19 31-Dec-18 Expected life 0.93 1.92 Volatility (based on comparable company) 104.89 % 63.7 % Risk Free interest rate 1.58 % 2.48 % Dividend yield (on common stock) - - Reconciliation of the derivative liability measured at fair value on a recurring basis with the use of significant unobservable inputs (level 3) from December 31, 2018 to December 31, 2019: January 1, 2018 $ - Initial value - March 14, 2018 569,588 Initial value - April 18, 2018 69,400 Initial value – November 30, 2018 697,186 Fair value of settlement from debt conversion (208,980 ) Loss from change in value 198,459 For the period ended December 31, 2018 $ 1,325,653 Loss from change in value (1,114,625 ) For the period ended December 31, 2019 $ 211,028 The following table presents the Company’s fair value hierarchy for applicable assets and liabilities measured at fair value as of December 31, 2019 and December 31, 2018. Level 1 Level 2 Level 3 Total Derivative Liability December 2019 $ - - 211,028 $ 211,028 Level 1 Level 2 Level 3 Total Derivative Liability December 2018 $ - - 1,325,653 $ 1,325,653

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 8. Commitments and Contingencies We lease office space under non-cancelable operating lease which expires on March 31, 2023. We incurred lease expense of $92,608 and $167,530 for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, our right of use asset and related liability was $203,287 and $215,689, respectively. In determining the present value of our operating lease right-of-use asset and liability, we used a 10% discount rate (which approximates our borrowing rate). The remaining term on the lease is 3.25 years. The following table presents the future operating lease payment as of December 31, 2019. 2020 $ 75,748 2021 78,021 2022 80,361 2023 20,238 Total Lease payments 254,368 Less: imputed interest (38,499 ) Total lease liability $ 215,869

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Stockholders' Equity	Note 9. Stockholders’ Equity During the year ended December 31, 2018, we issued 180,265 shares of common stock, valued at $90,167 for services. We also issued 183,240 shares of our common stock, with a value of $100,000, to certain members of our Board of Directors in lieu of cash payments for Director fees. Also, we have 786,890 shares issued in connection with formerly issued restricted stock grants that vested during 2018. In addition, we issued 227,111 options to purchase our common stock to certain members of the Board of Directors in lieu of cash payments for Director fees, valued at $100,000. The exercise price of the options ranged from $0.50 to $0.595 per share, vest immediately, and are exercisable for periods of 8 years. In addition, we issued 1,315,000 options to purchase our common stock to employees and executives. The exercise price of the options is $0.52 per share, vest after 3 years, and are exercisable for periods of 8 years. The fair value of the options issued ($543,550, in the aggregate) was calculated using the Black-Sholes option pricing model, based on the criteria shown below. Expected life (in years) 5.5 to 8 Volatility (based on a comparable company) 59.82%-70.29 % Risk Free interest rate 2.78%-2.93 % Dividend yield (on common stock) - During the year ended December 31, 2019, we issued 282,944 shares of common stock, valued at $169,040 for services. We also issued 91,653 shares of our common stock, with a value of $50,000, to a member of our Board of Directors in lieu of cash payments for Director fees. In addition, we issued 281,343 options to purchase our common stock to certain member of the Board of Directors in lieu of cash payments for Director fees valued at $116,874. The exercise price of the options ranged from $0.47 to $0.65 per share, vest immediately, and are exercisable for periods of 8 years. In addition, we issued 875,000 options to purchase our common stock to employees and executives. The exercise price of the options ranged from $0.45 to $0.73 per share, vest after 3 years, and are exercisable for periods of 8 years. The fair value of the options issued ($237,850, in the aggregate) was calculated using the Black-Sholes option pricing model, based on the criteria shown below. Expected life (in years) 5.5 to 8 Volatility (based on a comparable company) 59.82% to 77.19 % Risk Free interest rate 1.79% to 2.78 % Dividend yield (on common stock) - The shares of our common stock were valued at the trading price on the date of grant, $0.45 and $0.73 per share During the same period, we cancelled 1,387,333 options to purchase our common stock, which was primarily driven by the resignation of executives. The Holders of 2,841,454 I warrants elected to exercise those warrant on a cash basis of $1,320,313 and cashless basis of $384,563 to offset convertible note and accrued interest; and received 2,841,454 shares of our common stock. The Holder of 300,000 G warrants elected to exercise those warrant on a cash basis of $180,000 and received 300,000 shares of our common stock. During the first quarter of 2019, the Company completed additional funding including a Private Placement Offering for common shares priced at $0.60 per share, resulting in the receipt of proceeds in the amount of $2.4 million and the issuance of 4,000,000 shares. During the first quarter of 2019, the Company settled certain Executive Deferred Compensation payments with a combination of cash and warrants. The total amount of Deferred Executive compensation settled is $771,113. One-third of that total or $243,623, was paid in cash. The remaining balance of $487,246 was settled by granting the Executives warrants exercisable for five years to purchase the Company’s stock at an exercise price of $0.70 per share. The total amount of equity-based compensation included in additional paid in capital for the years ended December 31, 2019 and 2018 was 225,026 and $598,768, respectively, The following is a summary of outstanding stock options issued to employees and directors as of December 31, 2019: Aggregate Number Exercise Average intrinsic value of Options share $ in years grant $ Outstanding January 1, 2018 6,715,419 .40 - .87 5.48 Issued 1,542,111 .50 - .60 Cancelled (321,183 ) Exercised (508,333 ) Outstanding December 31, 2018 7,428,014 .40 - .87 5.48 - Issued 1,156,343 .45 - .73 Cancelled (1,387,333 ) Outstanding December 31, 2019 7,197,024 .40 - .87 4.55 Exercisable, December 31 2019 3,706,606 .40 - .87 3.45 - As of December 31, 2019, the Company has $967,826 of total unrecognized share-based compensation expense related to unvested options, which is expected to be amortized over the remaining weighted average period of 4.55 years.

Outstanding Warrants

Outstanding Warrants	12 Months Ended
	Dec. 31, 2019
Outstanding Warrants
Outstanding Warrants	Note 10. Outstanding Warrants The following is a summary of all outstanding warrants as of December 31, 2019: Number of price remaining term intrinsic value warrants per share in years at date of grant Warrants issued in connection with private placements of common stock 17,902,957 $ 0.53 - $1.00 1.30 $ - Warrants issued in connection with private placement of notes 1,335,000 $ 1.00 1.00 $ - Warrants issued in connection with convertible note 2,468,259 $ 0.70 1.40 $ - Warrants issued in connection with settlement of deferred compensation 1,595,611 $ 0.70 4.25 $ -

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Note 11. Income Taxes Income tax provision (benefit) for the years ended December 31, 2019 and 2018 is summarized below: 2019 2018 Current: Federal $ - $ - State - - Total current - - Deferred: Federal (937,500 ) (922,100 ) State (1,488,500 ) (144,700 ) Total deferred (2,426,000 ) (1,066,800 ) Change in valuation allowance $ 2,426,000 $ 1,066,800 The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate before provision for income taxes. The sources and tax effect of the differences are as follows: 2019 2018 Income tax provision at the federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 6.9 % 3.3 % Permanent Difference (2.5 %) (2.5 %) Effect of rate change - % - % Effect of change in valuation allowance (21.8 %) (21.8 )% - % - % Components of the net deferred income tax assets at December 31, 2019 and 2018 were as follows: 2019 2018 Net operating loss carryover $ 10,395,000 $ 7,969,000 Valuation allowance (10,395,000 ) (7,969,000 ) $ - $ - ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely than not that some portion or all of the deferred tax assets will not be recognized. After consideration of all the evidence, both positive and negative, management has determined that a $10,395,000 and $7,969,000 allowance at December 31, 2019 and 2018, respectively, is necessary to reduce the deferred tax assets to the amount that will more likely than not be realized. The increase in the valuation allowance for the current period is $2,426,000. As of December 31, 2019, we have a net operating loss carry forward of approximately $37,259,800. The loss will be available to offset future taxable income. If not used, this carry forward will expire as follows: 2030 $ 1,000 2031 $ 63,800 2032 $ 345,900 2033 $ 1,840,300 2034 $ 2,324,100 2035 $ 2,987,300 2036 $ 5,061,700 2037 $ 8,464,700 2038 $ 7,315,400 2039 $ 4,391,100 2040 $ 4,464,500 As of December 31, 2019, we did not have any significant unrecognized uncertain tax positions. The 2019 net operating loss carry forward of $4,464,500 does not expire under the Tax Cut and Job Act of 2017.

Business Segments and Customer

Business Segments and Customer Concentrations	12 Months Ended
	Dec. 31, 2019
Segment Reporting [Abstract]
Business Segments and Customer Concentrations	Note 12. Business Segments and Customer Concentrations. During the years ended December 31, 2019 and 2018, we operated in one segment. The following is a breakdown of customers representing more than 10% of sales for the year ended December 31, 2019: Percentage Revenue from of total customer revenue Customer A $ 1,641,333 38.14 % Customer B $ 739,956 17.19 % The following is a breakdown of customers representing more than 10% of sales for the year ended December 31, 2018: Revenue from Percentage Customer A $ 1,465,189 32.84 % Customer B 522,512 11.71 %

Liquidity

Liquidity	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity	Note 13. Liquidity We have a history of operating losses and negative cash flow. As our operations grow, we expect to experience significant increases in our working capital requirements. These conditions raise substantial doubt over the Company’s ability to meet all of its obligations over the twelve months following the filing of this Form 10-K. Management has evaluated these conditions, and concluded that current plans will alleviate this concern. As of December 31, 2019, we had $1,091,374 of cash on the balance sheet. We have continued to significantly reduce core operating expenses, reducing total General and Administrative Expense in 2019 by $962,859, or 12%, as compared with 2018. In addition, in the first quarter of 2020, the Company completed $3.825 million of funding. These financings included a Private Placement Offering for common shares priced at $0.50 cents per share. Moreover, on March 23, 2020 the Company obtained extensions or conversion of its Milestone I and II Convertible Notes as described in Note 14. Management has concluded that these actions have alleviated the substantial doubt of our ability to continue as a going concern. However, the Company cannot predict, with certainty, the outcome of its action to generate liquidity, including the availability of additional financing, or whether such actions would generate the expected liquidity as planned.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 14. Subsequent Events On March 23, 2020, the Company completed additional funding including a Private Placement Offering for common shares priced at $0.50 per share (subject to adjustment), resulting in the receipt of proceeds in the amount of $3.825 million and the issuance of 7,650,000 shares. The investors of this Private Placement Offering will be granted O warrants to be eligible to purchase an additional 0.50 shares for every share issued to each purchaser, exercisable for a period of 3 years at an exercise price of $0.60 per share, (subject to adjustment). If the volume-weighted average trading price for the 20 consecutive trading days that conclude upon 6 months after the initial closing (the “Six Month Price”) exceeds or equals $0.50 per share (the “Target Price”), the per share purchase price will not be adjusted. If the Six Month Price is less than the Target Price, the per share purchase price will be automatically reduced to the Six Month Price, but in no event less than $0.35 per share, in which case the Company shall issue to each investor, pro-rata based on such investor’s investment: (a) shares in a quantity that equals the difference between the number of shares issued to such purchaser at closing and the number of shares that would have been issued to such purchaser at closing at the Six Month Price; and (b) a warrant for a number of shares of common stock equal to 50% of the difference between the number of shares issued to such investor at closing and the number of shares that would have been issued to such investor at closing at the Six Month Price, with an exercise price equal to the sum of $0.10 per share and the Six Month Price, but in no eventless than $0.45 per share. The exercise price per share for each warrant will automatically adjust to the sum of $0.10 per share and the Six-Month Price, but in no event less than $0.45 per share. In addition, the Company obtained a 24 month extension on $1,071,000 in principal, and conversion of $720,000 of principal of the Milestone I Convertible Notes at a conversion price of $0.50 per share. The remaining $110,166 was extended for thirty days. The interest rate on the principal balance of the extended Milestone I Convertible Notes was amended to 15%. Furthermore, the Company obtained a 12 month extension on $168,000 in principal, and conversion of $1,128,000 in principal of the Milestone II Convertible Notes. The remaining $67,200 was extended for thirty days. The Convertible Noteholders of the Milestone I and II Convertible Notes were granted additional interest depending upon their election to convert or extend their Convertible Notes. The impact of COVID-19 on the Company is evolving rapidly with events unfolding on a daily and weekly basis. The direct impact to our operations has begun to take affect at the close of the first quarter ended March 31, 2020. Specifically, our business has been impacted by dining bans targeted at restaurants to reduce the size of public gatherings. We have noted restaurant chains have closed operations and furloughed employees which would preclude our single serve products from being served at those establishments for a number of weeks. Furthermore, many school districts have closed regular attendance which could conceivably last to the end of the school year. This will directly impact the sales of our Bulk Product into that sales channel. Our headquarters are located in Los Angeles, California, where the entire state has been issued a “shelter in place” order from the Governor of California. Consequently, our staff in the headquarter office are working remotely until further notice. At this point, we have not experienced a disruption in the supply chain for manufacturing our products. The developments surrounding COVID-19 remain fluid and dynamic, and consequently, will require the Company to continue to monitor news headlines from government and health officials, as well as, the business community.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Basis of Consolidation	Basis of Consolidation The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries, Barfresh Inc. and Barfresh Corporation Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been eliminated upon consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.
Concentration of Credit Risk	Concentration of Credit Risk The amount of cash on deposit with financial institutions exceeds the $250,000 federally insured limit at December 31, 2019 and 2018. However, we believe that cash on deposit that exceeds $250,000 in the financial institutions is financially sound and the risk of loss is minimal.
Restricted Cash	Restricted Cash In the third quarter of 2019, the Company adopted FASB ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which enhances and clarifies the guidance on the classification and presentation of restricted cash in the statement of cash flows and requires additional disclosures about restricted cash balances. At December 31, 2019, the Company had $91,385 in restricted cash related to our co-packing agreement with Yarnell Operations, LLC.
Fair Value Measurement	Fair Value Measurement Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 - Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 - Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses, derivative liabilities, and convertible notes. The carrying value of our financial instruments approximates their fair value, except for the derivative liability in which carrying value is fair value.
Accounts Receivable	Accounts Receivable Accounts receivable are typically unsecured. Our credit policy calls for payment generally within 30 days. The credit worthiness of a customer is evaluated prior to a sale. As of December 31, 2019 and 2018, the company’s allowance for doubtful accounts was $141,788 and $61,788 respectively. There was $89,397 of bad debt expense recorded for the year ended December 31, 2019 and $61,788 of bad debt expense for the year ended December 31, 2018. The allowance was applied to certain receivable accounts which are over 95 days.
Inventory	Inventory Inventory consists of finished goods and is carried at the lower of cost or net realizable value on a first in first out basis. The company monitors the remaining useful life of its inventory and establishes a reserve of obsolescence where appropriate. As of December 31, 2019 and 2018, the Company’s inventory reserve was $100,651 and $31,237 respectively.
Intangible Assets	Intangible Assets Intangible assets are comprised of patents, net of amortization and trademarks. The patent costs are being amortized over the life of the patent, which is twenty years from the date of filing the patent application. In accordance with ASC Topic 350 Intangibles - Goodwill and Other In accordance with ASC 350 legal costs related to trademarks have been capitalized. We have determined that trademarks have an indeterminable life and therefore are not being amortized.
Long-Lived Assets and Other Acquired Intangible Assets	Long-Lived Assets and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any impairment charges during the years presented.
Property, Plant, and Equipment	Property, Plant, and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are being amortized over the shorter of the useful life of the asset or the lease term that includes any expected renewal periods that are deemed to be reasonably assured. The estimated useful lives used for financial statement purposes are: Furniture and fixtures: 5 years Manufacturing equipment and customer equipment: 3 years to 7 years Leasehold improvements: 2 years Vehicles: 5 years
Revenue Recognition	Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods. The Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers. 2) Identify the performance obligation in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and is generally stated on the approved sales order. Variable consideration, which typically includes volume-based rebates or discounts, are estimated utilizing the most likely amount method. 4) Allocate the transaction price to performance obligations in the contract Since our contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single performance obligation. 5) Recognize Revenue when or as the Company satisfies a performance obligation The Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfillment costs and presented in distribution, selling and administrative costs. The company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from a single product, frozen beverages.
Research and Development	Research and Development Expenditures for research activities relating to product development and improvement are charged to expense as incurred. We incurred $538,391 and $674,224, in research and development expenses for the years ended December 31, 2019 and 2018, respectively.
Shipping and Storage Costs	Shipping and Storage Costs Shipping and handling costs are included in general and administrative expenses. For the years ended December 31, 2019 and 2018, shipping and handling costs totaled $751,237 and $864,871, respectively.
Rent Expense	Rent Expense As of January 1, 2019, the Company adopted ASC 842. ASC 842 replaced the prior lease accounting guidance in its entirety. As disclosed in Note 7, we entered into a new office space lease that took effect on April 1, 2019 and recorded a right-of-use asset and corresponding liability for amounts that approximate our future commitments of $241,555. Lease expense for finance leases consists of the amortization of the ROU asset on a straight-line basis over the asset’s estimated useful life and is included in operating expenses in the consolidated statement of income.
Income Taxes	Income Taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely than not that some portion or all of the deferred tax assets will not be recognized. For the years ended December 31, 2019 and 2018 we did not have any interest and penalties or any significant unrecognized uncertain tax positions.
Derivative Liability	Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of any derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as gain/loss from derivative liability. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.
Earnings Per Share	Earnings per Share We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share
Stock Based Compensation	Stock Based Compensation We calculate stock compensation in accordance with ASC Topic 718, Compensation-Stock Based Compensation
Recent Pronouncements	Recent pronouncements From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position. In February 2016, the FASB issued ASU No. 2016-02, “Leases”, to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU leaves the accounting for the organization that own the assets leased to the lessee (“lessor”) largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, “Revenue from Contracts with Customers”. The Company has evaluated the effect of the standard on our financial statements. Based on our evaluation, we have one material lease subject to adoption of this standard, effective January 1, 2019. As disclosed in Note 8, we entered into a new office space lease that took effect on April 1, 2019 and recorded a right-of-use asset and corresponding liability for amounts that approximate our future commitments of $241,555.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Summary of Estimated Useful Lives of Assets	The estimated useful lives used for financial statement purposes are: Furniture and fixtures: 5 years Manufacturing equipment and customer equipment: 3 years to 7 years Leasehold improvements: 2 years Vehicles: 5 years

Inventory (Tables)

Inventory (Tables)	12 Months Ended
	Dec. 31, 2019
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory consists of the following at December 31: 2019 2018 Raw materials $ 286,027 $ 43,256 Finished goods, net of reserve 332,083 1,127,656 Capitalized equipment depreciation 16,636 55,551 Inventory, net $ 634,746 $ 1,226,463

Property Plant and Equipment (T

Property Plant and Equipment (Tables)	12 Months Ended
	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Schedule of Major Classes of Property and Equipment	Major classes of property and equipment at December 31, 2019 and 2018 consist of the following: 2019 2018 Furniture and fixtures $ 1,524 $ 1,524 Manufacturing Equipment and customer equipment 3,521,636 3,118,391 Leasehold Improvements 4,886 4,886 Vehicles 29,696 29,696 3,557,742 3,154,497 Less: accumulated depreciation (1,787,967 ) (1,190,846 ) 1,769,775 1,963,651 Equipment not yet placed in service 636,542 536,605 Property and equipment, net of depreciation $ 2,406,317 $ 2,500,254

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Estimated Future Amortization Expense Related to Intangible Property	Estimated future amortization expense related to patents as of December 31, 2019, is as follows: Total Amortization Years ending December 31, 2020 $ 63,610 2021 63,610 2022 63,610 2023 63,610 Later years 116,431 $ 370,871

Convertible Notes (Related an_2

Convertible Notes (Related and Unrelated Party) (Tables)	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Schedule of Fair Value Assumptions Used	The fair value of the warrants, $0.17 per share ($220,548 in the aggregate), was calculated using the Black-Scholes option pricing model using the following assumptions: Expected life (in years) 3 Volatility (based on a comparable company) 54.82 % Risk Free interest rate 2.41 % Dividend yield (on common stock) - The fair value of the warrants, $0.25 per share ($235,519 in the aggregate), was calculated using the Black-Scholes option pricing model using the following assumptions: Expected life (in years) 3 Volatility (based on a comparable company) 55.49 % Risk Free interest rate 2.45 % Dividend yield (on common stock) - The fair value of the warrants, $0.31 per share ($212,763 in the aggregate), was calculated using the Black-Scholes option pricing model using the following assumptions: Expected life (in years) 3 Volatility (based on a comparable company) 59.00 % Risk Free interest rate 2.83 % Dividend yield (on common stock) -
Schedule of Convertible Notes	The convertible notes consist of the following components as of the year-end: 31-Dec-19 31-Dec-18 Convertible notes $ 2,704,800 $ 2,704,800 Less: Debt discount (warrant value) (325,747 ) (325,747 ) Less: Debt discount (derivative value)(Note 7) (638,988 ) (638,988 ) Less: Debt discount (issuance costs paid) (27,000 ) (27,000 ) Less: Note conversion (803,634 ) (453,000 ) Add: Debt discount amortization 898,940 481,042 $ 1,808,371 $ 1,741,107 The convertible notes consist of the following components as of the year-end: 31-Dec-19 31-Dec-18 Convertible notes $ 1,363,200 $ 1,363,200 Less: Debt discount (warrant value) (212,763 ) (212,763 ) Less: Debt discount (derivative value)(Note 7) (697,186 ) (697,186 ) Less: Debt discount (issuance costs paid) (23,700 ) (23,700 ) Add: Debt discount amortization 502,639 38,665 $ 932,190 $ 468,216
Schedule of Future Maturities of Convertible Notes	Future maturity of convertible notes at face value before effect of all discount, are as follow: Total Convertible Years ending December 31, 2020 $ 177,366 2021 168,000 2022 1,071,000 2023 - 2024 - $ 1,416,366

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	12 Months Ended
	Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Fair Value of the Derivative Liability	The fair value of the derivative liability for CN Convertible Note 1 of 2 and CN Note Warrant Acceleration was calculated using the Black-Scholes model using the following assumptions. 31-Dec-19 31-Dec-18 Expected life 0.21 1.2 Volatility (based on comparable company) 86.4 % 72.03 % Risk Free interest rate 1.58 % 2.48 % Dividend yield (on common stock) - - The fair value of the derivative liability for CN Convertible Note 2 of 2 was calculated using the Black-Scholes model using the following assumptions. 31-Dec-19 31-Dec-18 Expected life 0.93 1.92 Volatility (based on comparable company) 104.89 % 63.7 % Risk Free interest rate 1.58 % 2.48 % Dividend yield (on common stock) - -
Schedule of Derivative Liability Measured at Fair Value on a Recurring Basis	Reconciliation of the derivative liability measured at fair value on a recurring basis with the use of significant unobservable inputs (level 3) from December 31, 2018 to December 31, 2019: January 1, 2018 $ - Initial value - March 14, 2018 569,588 Initial value - April 18, 2018 69,400 Initial value – November 30, 2018 697,186 Fair value of settlement from debt conversion (208,980 ) Loss from change in value 198,459 For the period ended December 31, 2018 $ 1,325,653 Loss from change in value (1,114,625 ) For the period ended December 31, 2019 $ 211,028
Schedule of Fair Value Hierarchy of Assets and Liabilities	The following table presents the Company’s fair value hierarchy for applicable assets and liabilities measured at fair value as of December 31, 2019 and December 31, 2018. Level 1 Level 2 Level 3 Total Derivative Liability December 2019 $ - - 211,028 $ 211,028 Level 1 Level 2 Level 3 Total Derivative Liability December 2018 $ - - 1,325,653 $ 1,325,653

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Schedule of Estimate Future Maturities of Lease Liabilities	The following table presents the future operating lease payment as of December 31, 2019. 2020 $ 75,748 2021 78,021 2022 80,361 2023 20,238 Total Lease payments 254,368 Less: imputed interest (38,499 ) Total lease liability $ 215,869

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Summary of Fair Value of Options Using Black-Sholes Option Pricing Model	The fair value of the options issued ($543,550, in the aggregate) was calculated using the Black-Sholes option pricing model, based on the criteria shown below. Expected life (in years) 5.5 to 8 Volatility (based on a comparable company) 59.82%-70.29 % Risk Free interest rate 2.78%-2.93 % Dividend yield (on common stock) - The fair value of the options issued ($237,850, in the aggregate) was calculated using the Black-Sholes option pricing model, based on the criteria shown below. Expected life (in years) 5.5 to 8 Volatility (based on a comparable company) 59.82% to 77.19 % Risk Free interest rate 1.79% to 2.78 % Dividend yield (on common stock) -
Summary of Outstanding Stock Options Issued to Employees and Directors	The following is a summary of outstanding stock options issued to employees and directors as of December 31, 2019: Aggregate Number Exercise Average intrinsic value of Options share $ in years grant $ Outstanding January 1, 2018 6,715,419 .40 - .87 5.48 Issued 1,542,111 .50 - .60 Cancelled (321,183 ) Exercised (508,333 ) Outstanding December 31, 2018 7,428,014 .40 - .87 5.48 - Issued 1,156,343 .45 - .73 Cancelled (1,387,333 ) Outstanding December 31, 2019 7,197,024 .40 - .87 4.55 Exercisable, December 31 2019 3,706,606 .40 - .87 3.45 -

Outstanding Warrants (Tables)

Outstanding Warrants (Tables)	12 Months Ended
	Dec. 31, 2019
Outstanding Warrants
Summary of Outstanding Warrants	The following is a summary of all outstanding warrants as of December 31, 2019: Number of price remaining term intrinsic value warrants per share in years at date of grant Warrants issued in connection with private placements of common stock 17,902,957 $ 0.53 - $1.00 1.30 $ - Warrants issued in connection with private placement of notes 1,335,000 $ 1.00 1.00 $ - Warrants issued in connection with convertible note 2,468,259 $ 0.70 1.40 $ - Warrants issued in connection with settlement of deferred compensation 1,595,611 $ 0.70 4.25 $ -

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Summary of Income Tax Provision (Benefit)	Income tax provision (benefit) for the years ended December 31, 2019 and 2018 is summarized below: 2019 2018 Current: Federal $ - $ - State - - Total current - - Deferred: Federal (937,500 ) (922,100 ) State (1,488,500 ) (144,700 ) Total deferred (2,426,000 ) (1,066,800 ) Change in valuation allowance $ 2,426,000 $ 1,066,800
Summary of Statutory Federal Income Tax Rate Before Provision for Income Taxes	The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate before provision for income taxes. The sources and tax effect of the differences are as follows: 2019 2018 Income tax provision at the federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 6.9 % 3.3 % Permanent Difference (2.5 %) (2.5 %) Effect of rate change - % - % Effect of change in valuation allowance (21.8 %) (21.8 )% - % - %
Schedule of Components of Net Deferred Income Tax Assets	Components of the net deferred income tax assets at December 31, 2019 and 2018 were as follows: 2019 2018 Net operating loss carryover $ 10,395,000 $ 7,969,000 Valuation allowance (10,395,000 ) (7,969,000 ) $ - $ -
Summary of Net Operating Loss Carry Forward Offset Future Taxable Income Expire	As of December 31, 2019, we have a net operating loss carry forward of approximately $37,259,800. The loss will be available to offset future taxable income. If not used, this carry forward will expire as follows: 2030 $ 1,000 2031 $ 63,800 2032 $ 345,900 2033 $ 1,840,300 2034 $ 2,324,100 2035 $ 2,987,300 2036 $ 5,061,700 2037 $ 8,464,700 2038 $ 7,315,400 2039 $ 4,391,100 2040 $ 4,464,500

Business Segments and Custome_2

Business Segments and Customer Concentrations (Tables)	12 Months Ended
	Dec. 31, 2019
Segment Reporting [Abstract]
Schedule of Revenue by Major Customers by Reporting Segments	The following is a breakdown of customers representing more than 10% of sales for the year ended December 31, 2019: Percentage Revenue from of total customer revenue Customer A $ 1,641,333 38.14 % Customer B $ 739,956 17.19 % The following is a breakdown of customers representing more than 10% of sales for the year ended December 31, 2018: Revenue from Percentage Customer A $ 1,465,189 32.84 % Customer B 522,512 11.71 %

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Apr. 02, 2019	Dec. 31, 2019	Dec. 31, 2018
Cash federally insured limit value		$ 250,000	$ 250,000
Cash on deposit exceeds		250,000
Allowance for doubtful accounts receivable		141,788	61,788
Bad debt expense		89,397	61,788
Inventory reserve		$ 100,651	31,237
Intangible assets useful life		20 years
Research and development expenses		$ 538,391	674,224
Shipping and handling costs		751,237	864,871
Amortization of ROU Asset		$ 38,268
Percentage of tax benefits likelihood being realized upon ultimate settlement		greater than 50%
Right-of-use asset	$ 241,555	$ 203,287
Lease liability	241,555	56,692
ASU 2016-02 [Member]
Amortization of ROU Asset	$ 241,555
Co-packing Agreement [Member] | Yarnell Operations, LLC [Member]
Restricted cash		$ 91,385

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Assets (Details)	12 Months Ended
	Dec. 31, 2019
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Manufacturing Equipment and Customer Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Manufacturing Equipment and Customer Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	2 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years

Inventory (Details Narrative)

Inventory (Details Narrative) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Inventory reserve	$ 100,651	$ 31,237

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 286,027	$ 43,256
Finished goods, net of reserve	332,083	1,127,656
Capitalized equipment depreciation	16,636	55,551
Inventory, net	$ 634,746	$ 1,226,463

Property Plant and Equipment (D

Property Plant and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 586,237	$ 447,709
Depreciation expense in Cost of Goods Sold	$ 65,366	$ 57,099

Property Plant and Equipment -

Property Plant and Equipment - Schedule of Major Classes of Property and Equipment (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,557,742	$ 3,154,497
Less: accumulated depreciation	(1,787,967)	(1,190,846)
Property and equipment	1,769,775	1,963,651
Equipment not yet placed in service	636,542	536,605
Property and equipment, net of depreciation	2,406,317	2,500,254
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,524	1,524
Manufacturing Equipment and Customer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,521,636	3,118,391
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,886	4,886
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 29,696	$ 29,696

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Patent costs	$ 764,891	$ 764,891
Trademarks costs	108,632	103,309
Accumulated amortization on patents and trademarks	$ 394,020	330,411
Expiration date of patents	2025-12
Amortization of intangible assets	$ 63,610	$ 63,610

Intangible Assets - Schedule of

Intangible Assets - Schedule of Estimated Future Amortization Expense Related to Intangible Property (Details)	Dec. 31, 2019USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2020	$ 63,610
2021	63,610
2022	63,610
2023	63,610
Later years	116,431
Intangible asset, net of amortization	$ 370,871

Convertible Notes (Related an_3

Convertible Notes (Related and Unrelated Party) (Details Narrative)	Mar. 23, 2020USD ($)	Mar. 14, 2018USD ($)shares	Mar. 31, 2019USD ($)	Dec. 31, 2018USD ($)Segment$ / sharesshares	Apr. 30, 2018USD ($)Segment$ / sharesshares	Mar. 31, 2018USD ($)Segment$ / sharesshares	Dec. 31, 2019USD ($)	Dec. 31, 2018USD ($)$ / sharesshares
Fair value aggregate amount							$ 307,460	$ 290,300
Convertible note current							150,742
Convertible note related party, non-current				$ 841,836			1,181,942	841,836
Convertible note non-current				1,367,487			1,407,877	1,367,487
Subsequent Event [Member]
Debt conversion, description	If the volume-weighted average trading price for the 20 consecutive trading days that conclude upon 6 months after the initial closing (the "Six Month Price") exceeds or equals $0.50 per share (the "Target Price"), the per share purchase price will not be adjusted. If the Six Month Price is less than the Target Price, the per share purchase price will be automatically reduced to the Six Month Price, but in no event less than $0.35 per share, in which case the Company shall issue to each investor, pro-rata based on such investor's investment: (a) shares in a quantity that equals the difference between the number of shares issued to such purchaser at closing and the number of shares that would have been issued to such purchaser at closing at the Six Month Price; and (b) a warrant for a number of shares of common stock equal to 50% of the difference between the number of shares issued to such investor at closing and the number of shares that would have been issued to such investor at closing at the Six Month Price, with an exercise price equal to the sum of $0.10 per share and the Six Month Price, but in no eventless than $0.45 per share. The exercise price per share for each warrant will automatically adjust to the sum of $0.10 per share and the Six-Month Price, but in no event less than $0.45 per share.
Three Investors [Member]
Debt instrument conversion amount		$ 453,000
Accrued interest		$ 30,459
Debt instrument conversion shares | shares		804,396
Investors [Member]
Debt instrument conversion amount			$ 350,634
Accrued interest			$ 33,929
March 2018 Convertible Note [Member]
Convertible notes					$ 177,300
Notes purchased by significant shareholder					$ 30,000
Debt interest rate					10.00%
Debt maturity date					Mar. 14, 2020
Debt conversion price | $ / shares					$ 0.88
Closing price of the common stock, percentage					85.00%
Consecutive trading days | Segment					20
Debt conversion, description					The notes are convertible at any time prior to the due date into our common stock at conversion price of $0.88 per share or 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders' election; but in no events lower than $0.60 per share.
March 2018 Convertible Note One [Member]
Closing price of the common stock, percentage					85.00%
Consecutive trading days | Segment					20
Debt conversion, description					In addition, the interest is convertible at any time prior to the due dates into our common stock at conversion price of 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders' election; but in no events lower than $0.60 per share.
Convertible Note One[Member]
Convertible notes				1,741,107			1,808,371	1,741,107
Convertible note related party, current							1,181,942
Convertible note current							1,407,877
Convertible note, net of discount							150,742
Convertible note related party, non-current				841,836				841,836
Convertible note non-current				1,367,487				1,367,487
Convertible Note [Member]
Convertible notes				2,209,323				2,209,323
Convertible Note Two [Member]
Convertible notes				468,216			932,190	468,216
Convertible note related party, current							1,181,942
Convertible note current							1,407,877
Convertible note, net of discount							150,742
Convertible note related party, non-current				841,836				841,836
Convertible note non-current				$ 1,367,487				$ 1,367,487
Warrant [Member]
Warrant issued | shares				678,864	937,373	1,331,583		678,864
Fair value of warrant per share | $ / shares				$ 0.31	$ 0.25	$ 0.17		$ 0.31
Fair value aggregate amount				$ 212,763	$ 235,519	$ 220,548
Debt discount				212,763	$ 105,199	220,548		$ 212,763
Series CN Note 1 of 2 [Member]
Convertible notes						2,527,500
Notes purchased by significant shareholder						$ 840,000
Debt interest rate						10.00%
Debt maturity date						Mar. 14, 2020
Debt conversion price | $ / shares						$ 0.88
Closing price of the common stock, percentage						85.00%
Consecutive trading days | Segment						20
Debt conversion, description						The notes are convertible at any time prior to the due date into our common stock at conversion price of $0.88 per share or 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders' election; but in no event lower than $0.60 per share.
Series CN Notes investors [Member] | Minimum [Member]
Debt instrument effective rate					10.00%
Series CN Notes investors [Member] | Maximum [Member]
Debt instrument effective rate					20.00%
Series CN Notes investors [Member] | Warrants [Member]
Debt instrument effective rate					25.00%
Series CN Note 2 of 2 [Member]
Convertible notes				1,363,200				1,363,200
Notes purchased by significant shareholder				$ 560,000				$ 560,000
Debt interest rate				10.00%				10.00%
Debt maturity date				Nov. 30, 2020
Debt conversion price | $ / shares				$ 0.88				$ 0.88
Closing price of the common stock, percentage				85.00%
Consecutive trading days | Segment				20
Debt conversion, description				The notes are convertible at any time prior to the due date into our common stock at conversion price of $0.88 per share or 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders' election; but in no event lower than $0.60 per share.
Convertible Notes [Member]
Closing price of the common stock, percentage				85.00%
Consecutive trading days | Segment				20
Debt conversion, description				In addition, the interest is convertible at any time prior to the due dates into our common stock at conversion price of 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders' election; but in no event lower than $0.60 per share.
Series CN Note [Member]
Notes purchased by significant shareholder							2,740,561
Related Party Convertible Notes [Member]
Notes purchased by significant shareholder							1,181,942
Convertible note, net of discount							150,742
Related Party Convertible Notes [Member] | Subsequent Event [Member]
Notes purchased by significant shareholder	$ 1,407,000
Unrelated Party Convertible Notes [Member]
Notes purchased by significant shareholder							$ 1,407,877

Convertible Notes (Related an_4

Convertible Notes (Related and Unrelated Party) - Schedule of Fair Value Assumptions Used (Details) - Warrant [Member]	1 Months Ended
	Dec. 31, 2018	Apr. 30, 2018	Mar. 31, 2018
Expected Life [Member]
Fair value assumptions, measurement input, term	3 years	3 years	3 years
Volatility [Member]
Fair value assumptions, measurement input, percentage	59.00%	55.49%	54.82%
Risk Free Interest Rate [Member]
Fair value assumptions, measurement input, percentage	2.83%	2.45%	2.41%
Dividend Yield [Member]
Fair value assumptions, measurement input, percentage	0.00%	0.00%	0.00%

Convertible Notes (Related an_5

Convertible Notes (Related and Unrelated Party) - Schedule of Convertible Notes (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Convertible Note One[Member]
Convertible notes	$ 2,704,800	$ 2,704,800
Less: Debt discount (warrant value)	(325,747)	(325,747)
Less: Debt discount (derivative value)(Note 7)	(638,988)	(638,988)
Less: Debt discount (issuance costs paid)	(27,000)	(27,000)
Less: Note conversion	(803,634)	(453,000)
Add: Debt discount amortization	898,940	481,042
Total convertible notes	1,808,371	1,741,107
Convertible Note Two [Member]
Convertible notes	1,363,200	1,363,200
Less: Debt discount (warrant value)	(212,763)	(212,763)
Less: Debt discount (derivative value)(Note 7)	(697,186)	(697,186)
Less: Debt discount (issuance costs paid)	(23,700)	(23,700)
Add: Debt discount amortization	502,639	38,665
Total convertible notes	$ 932,190	$ 468,216

Convertible Notes (Related an_6

Convertible Notes (Related and Unrelated Party) - Schedule of Future Maturities of Convertible Notes (Details)	Dec. 31, 2019USD ($)
Debt Disclosure [Abstract]
Years ending December 31, 2020	$ 177,366
Years ending December 31, 2021	168,000
Years ending December 31, 2022	1,071,000
Years ending December 31, 2023
Years ending December 31, 2024
Future maturity of convertible notes, total	$ 1,416,366

Derivative Liabilities (Details

Derivative Liabilities (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Nov. 30, 2018	Apr. 11, 2018	Mar. 14, 2018
Revalued derivative liability	$ 211,028	$ 1,325,653
Gain on derivative liabilities	$ 1,114,625	(87,630)
Settled Upon Noteholders Decision [Member]
Gain on derivative liabilities		110,829
Convertible Note Agreement [Member]
Gain on derivative liabilities		$ (198,459)
Series CN Convertible Notes 1 of 2 [Member]
Current derivative liabilities					$ 569,588
Series CN Notes Warrant Acceleration [Member]
Current derivative liabilities				$ 69,400
Series CN Convertible Note 2 of 2 [Member]
Current derivative liabilities			$ 697,186

Derivative Liabilities - Schedu

Derivative Liabilities - Schedule of Fair Value of the Derivative Liability (Details) - Derivative Liabilities [Member] - Segment	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Series CN Convertible Note 1 of 2 and Series CN Note Warrant Acceleration [Member] | Expected Life [Member]
Fair value assumptions, measurement input, term	2 months 16 days	1 year 2 months 12 days
Series CN Convertible Note 1 of 2 and Series CN Note Warrant Acceleration [Member] | Volatility [Member]
Fair value assumptions, measurement input, percentage	86.4	72.03
Series CN Convertible Note 1 of 2 and Series CN Note Warrant Acceleration [Member] | Risk Free Interest Rate [Member]
Fair value assumptions, measurement input, percentage	1.58	2.48
Series CN Convertible Note 1 of 2 and Series CN Note Warrant Acceleration [Member] | Dividend Yield [Member]
Fair value assumptions, measurement input, percentage
Series CN Convertible Note 2 of 2 [Member] | Expected Life [Member]
Fair value assumptions, measurement input, term	11 months 4 days	1 year 11 months 1 day
Series CN Convertible Note 2 of 2 [Member] | Volatility [Member]
Fair value assumptions, measurement input, percentage	104.89	63.7
Series CN Convertible Note 2 of 2 [Member] | Risk Free Interest Rate [Member]
Fair value assumptions, measurement input, percentage	1.58	2.48
Series CN Convertible Note 2 of 2 [Member] | Dividend Yield [Member]
Fair value assumptions, measurement input, percentage

Derivative Liabilities - Sche_2

Derivative Liabilities - Schedule of Derivative Liability Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Derivative liabilities, beginning balance	$ 1,325,653
Initial value - March 14, 2018		569,588
Initial value - April 11, 2018		69,400
Initial value - November 30, 2018		697,186
Fair value of settlement from debt conversion		(208,980)
Loss from change in value	(1,114,625)	198,459
Derivative liabilities, ending balance	$ 211,028	$ 1,325,653

Derivative Liabilities - Sche_3

Derivative Liabilities - Schedule of Fair Value Hierarchy of Assets and Liabilities (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Derivative Liability	$ 211,028	$ 1,325,653
Fair Value, Inputs, Level 1 [Member]
Derivative Liability
Fair Value, Inputs, Level 2 [Member]
Derivative Liability
Fair Value, Inputs, Level 3 [Member]
Derivative Liability	$ 211,028	$ 1,325,653

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Apr. 02, 2019
Commitments and Contingencies Disclosure [Abstract]
Operating lease expire date	Mar. 31, 2023
Lease expense	$ 92,608	$ 167,530
Right use of asset	203,287		$ 241,555
Lease liability	$ 215,869
Lease discount rate	10.00%
Remaining lease term	3 years 2 months 30 days

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Estimate Future Maturities of Lease Liabilities (Details)	Dec. 31, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
2020	$ 75,748
2021	78,021
2022	80,361
2023	20,238
Total Lease payments	254,368
Less: imputed interest	(38,499)
Total lease liability	$ 215,869

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Class of Stock [Line Items]
Number of common stock issued for services			180,265
Number of common stock issued for services, value			$ 190,167
Common stock shares issued, value		$ 2,400,000
Fair value of stock options		$ 237,850	543,550
Cancellation of options		1,387,333
Equity-based compensation included additional paid in capital		$ 225,026	$ 598,768
Unrecognized share-based compensation expenses, unvested options		$ 967,826
Weighted average period expected to be amortized		4 years 6 months 18 days
Private Placement Offering [Member]
Class of Stock [Line Items]
Common stock shares issued, shares	4,000,000
Common stock shares issued, value	$ 2,400,000
Common stock trading price, per share	$ 0.60
Warrants I [Member] [Member]
Class of Stock [Line Items]
Number of warrants exercised		2,841,454
Proceeds from issuance of warrants		$ 1,320,313
Convertible debt		$ 384,563
Common stock received during period		2,841,454
Warrants G [Member] [Member]
Class of Stock [Line Items]
Number of warrants exercised		300,000
Proceeds from issuance of warrants		$ 180,000
Common stock received during period		300,000
Date of Grant [Member]
Class of Stock [Line Items]
Common stock trading price, per share		$ 0.45
Date of Grant One [Member]
Class of Stock [Line Items]
Common stock trading price, per share		$ 0.73
Executive Deferred Compensation [Member]
Class of Stock [Line Items]
Common stock shares issued, value	$ 771,113
Exercise price of options ranged	$ 0.70
Stock option exercisable term	5 years
Number of warrants exercised	487,246
Executive Deferred Compensation [Member] | Paid in Cash [Member]
Class of Stock [Line Items]
Common stock shares issued, value	$ 243,623
Board of Directors [Member]
Class of Stock [Line Items]
Number of common stock issued for services		282,944
Number of common stock issued for services, value		$ 169,040
Common stock shares issued, shares		91,653	183,240
Common stock shares issued, value		$ 50,000	$ 100,000
Number of restricted stock issued			786,890
Stock option exercisable term		8 years	8 years
Board of Directors [Member] | Minimum [Member]
Class of Stock [Line Items]
Exercise price of options ranged		$ 0.47	$ 0.50
Board of Directors [Member] | Maximum [Member]
Class of Stock [Line Items]
Exercise price of options ranged		$ 0.65	$ 0.595
Board of Directors [Member] | Stock Option [Member]
Class of Stock [Line Items]
Common stock shares issued, shares		281,343	227,111
Common stock shares issued, value		$ 116,874	$ 100,000
Employees and Executives [Member]
Class of Stock [Line Items]
Exercise price of options ranged			$ 0.52
Option issued to purchase common stock		875,000	1,315,000
Stock option exercisable term		8 years	8 years
Stock option vesting period		3 years	3 years
Employees and Executives [Member] | Minimum [Member]
Class of Stock [Line Items]
Exercise price of options ranged		$ 0.45
Employees and Executives [Member] | Maximum [Member]
Class of Stock [Line Items]
Exercise price of options ranged		$ 0.73

Stockholders' Equity - Summary

Stockholders' Equity - Summary of Fair Value of Options Using Black-Sholes Option Pricing Model (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Volatility (based on a comparable company), minimum	59.82%	59.82%
Volatility (based on a comparable company), maximum	77.19%	70.29%
Risk Free interest rate. minimum	1.79%	2.78%
Risk Free interest rate, maximum	2.78%	2.93%
Dividend yield (on common stock)	0.00%	0.00%
Minimum [Member]
Expected life (in years)	5 years 6 months	5 years 6 months
Maximum [Member]
Expected life (in years)	8 years	8 years

Stockholders' Equity - Summar_2

Stockholders' Equity - Summary of Outstanding Stock Options Issued to Employees and Directors (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Number of Options, Cancelled	(1,387,333)
Employees and Directors [Member]
Number of Options, Outstanding, Beginning	7,428,014	6,715,419
Number of Options, Issued	1,156,343	1,542,111
Number of Options, Cancelled	(1,387,333)	(321,183)
Number of Options, Exercised		(508,333)
Number of Options, Outstanding, Ending	7,197,024	7,428,014
Number of Options, Exercisable	3,706,606
Average remaining term in years, Outstanding, Beginning	5 years 5 months 23 days	5 years 5 months 23 days
Average remaining term in years, Outstanding, Ending	4 years 6 months 18 days	5 years 5 months 23 days
Average remaining term in years, Exercisable	3 years 5 months 12 days
Aggregate intrinsic value at date of grant, Outstanding, Beginning
Aggregate intrinsic value at date of grant, Exercisable
Employees and Directors [Member] | Minimum [Member]
Exercise price per share, Outstanding, Beginning	$ 0.40	$ 0.40
Exercise price per share, Issued	0.45	0.50
Exercise price per share, Outstanding, Ending	0.40	0.40
Exercise price per share, Exercisable	0.40
Employees and Directors [Member] | Maximum [Member]
Exercise price per share, Outstanding, Beginning	0.87	0.87
Exercise price per share, Issued	0.73	0.60
Exercise price per share, Outstanding, Ending	0.87	$ 0.87
Exercise price per share, Exercisable	$ 0.87

Outstanding Warrants - Summary

Outstanding Warrants - Summary of Outstanding Warrants (Details) - Warrant [Member]	12 Months Ended
	Dec. 31, 2019USD ($)$ / sharesshares
Convertible Note [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Warrants | shares	2,468,259
Price per share	$ 0.70
Remaining term in years	1 year 4 months 24 days
Intrinsic value at date of grant | $
Settlement of Deferred Compensation [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Warrants | shares	1,595,611
Price per share	$ 0.70
Remaining term in years	4 years 2 months 30 days
Intrinsic value at date of grant | $
Private Placements of Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Warrants | shares	17,902,957
Remaining term in years	1 year 3 months 19 days
Intrinsic value at date of grant | $
Private Placements of Common Stock [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price per share	$ 0.53
Private Placements of Common Stock [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price per share	$ 1
Private Placement of Notes [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Warrants | shares	1,335,000
Price per share	$ 1
Remaining term in years	1 year
Intrinsic value at date of grant | $

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Deferred tax net operating loss carryover	$ 10,395,000	$ 7,969,000
Reduction valuation allowance	2,426,000	$ 1,066,800
Net operating loss carry forward	37,259,800
Net operating loss carry forward amount does not expire under the Tax Cut and Job Act of 2017	$ 4,464,500

Income Taxes - Summary of Incom

Income Taxes - Summary of Income Tax Provision (Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Current: Federal
Current: State
Total current
Deferred: Federal	(937,500)	(922,100)
Deferred: State	(1,488,500)	(144,700)
Total deferred	(2,426,000)	(1,066,800)
Change in valuation allowance	$ 2,426,000	$ 1,066,800

Income Taxes - Summary of Statu

Income Taxes - Summary of Statutory Federal Income Tax Rate Before Provision for Income Taxes (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Income tax provision at the federal statutory rate	21.00%	21.00%
State income taxes, net of federal benefit	6.90%	3.30%
Permanent Difference	(2.50%)	(2.50%)
Effect of rate change	0.00%	0.00%
Effect of change in valuation allowance	(21.80%)	(21.80%)
Effective income tax rate, Total	0.00%	0.00%

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Components of Net Deferred Income Tax Assets (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carryover	$ 10,395,000	$ 7,969,000
Valuation allowance	(10,395,000)	(7,969,000)
Deferred income tax assets, net

Income Taxes - Summary of Net O

Income Taxes - Summary of Net Operating Loss Carry Forward Offset Future Taxable Income Expire (Details)	12 Months Ended
	Dec. 31, 2019USD ($)
2030 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward future expiration amount	$ 1,000
2031 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward future expiration amount	63,800
2032 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward future expiration amount	345,900
2033 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward future expiration amount	1,840,300
2034 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward future expiration amount	2,324,100
2035 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward future expiration amount	2,987,300
2036 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward future expiration amount	5,061,700
2037 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward future expiration amount	8,464,700
2038 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward future expiration amount	7,315,400
2039 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward future expiration amount	4,391,100
2040 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forward future expiration amount	$ 4,464,500

Business Segments and Custome_3

Business Segments and Customer Concentrations (Details Narrative) - Segment	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Segment Reporting [Abstract]
Number of business segment	1	1

Business Segments and Custome_4

Business Segments and Customer Concentrations - Schedule of Revenue by Major Customers by Reporting Segments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Revenue from customer	$ 4,306,785	$ 4,235,159
Customer A [Member]
Revenue from customer	$ 1,641,333	$ 1,465,189
Percentage of total revenue	38.14%	32.84%
Customer B [Member]
Revenue from customer	$ 739,956	$ 522,512
Percentage of total revenue	17.19%	11.71%

Liquidity (Details Narrative)

Liquidity (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Mar. 23, 2020	Dec. 31, 2018
Cash		$ 999,989		$ 1,041,569
Reducing general and administrative expenses		$ 962,859
Reducing general and administrative expenses, description		We have continued to significantly reduce core operating expenses, reducing total General and Administrative Expense in 2019 by $962,859, or 12%, as compared with 2018.
Private Placement Offering [Member] | Subsequent Event [Member]
Completed funding efforts amount	$ 3,825,000
Stock issued price per shares	$ .50		$ 0.50

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Mar. 23, 2020	Mar. 31, 2019	Mar. 31, 2020
Private Placement Offering [Member]
Number of shares issue		4,000,000
Sale of stock price per share		$ 0.60
Subsequent Event [Member]
Debt conversion, description	If the volume-weighted average trading price for the 20 consecutive trading days that conclude upon 6 months after the initial closing (the "Six Month Price") exceeds or equals $0.50 per share (the "Target Price"), the per share purchase price will not be adjusted. If the Six Month Price is less than the Target Price, the per share purchase price will be automatically reduced to the Six Month Price, but in no event less than $0.35 per share, in which case the Company shall issue to each investor, pro-rata based on such investor's investment: (a) shares in a quantity that equals the difference between the number of shares issued to such purchaser at closing and the number of shares that would have been issued to such purchaser at closing at the Six Month Price; and (b) a warrant for a number of shares of common stock equal to 50% of the difference between the number of shares issued to such investor at closing and the number of shares that would have been issued to such investor at closing at the Six Month Price, with an exercise price equal to the sum of $0.10 per share and the Six Month Price, but in no eventless than $0.45 per share. The exercise price per share for each warrant will automatically adjust to the sum of $0.10 per share and the Six-Month Price, but in no event less than $0.45 per share.
Subsequent Event [Member] | 21 Month Extension [Member]
Debt instrument face amount	$ 1,071,000
Debt conversion, description	The interest rate on the principal balance of the extended Milestone I Convertible Notes was amended to 15%.
Subsequent Event [Member] | 21 Month Extension [Member] | Milestone I Convertible Notes [Member]
Debt instrument face amount	$ 720,000
Debt conversion price per share	$ 0.50
Subsequent Event [Member] | Twelve Month Extension [Member]
Debt instrument face amount	$ 168,000
Subsequent Event [Member] | Twelve Month Extension [Member] | Milestone II Convertible Notes [Member]
Debt instrument face amount	1,128,000
Subsequent Event [Member] | Thirty Days Extension [Member]
Debt instrument face amount	$ 67,200
Subsequent Event [Member] | O Warrants [Member]
Sale of stock price per share	$ 0.50
Stock option exercisable term	3 years
Subsequent Event [Member] | O Warrants [Member] | Minimum [Member]
Warrant exercise price	$ 0.45
Subsequent Event [Member] | Private Placement Offering [Member]
Stock issued price per shares	$ 0.50		$ .50
Proceeds from private placement	$ 3,825,000
Number of shares issue	7,650,000