Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 01, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | PREMIER BIOMEDICAL INC | ||
Entity Central Index Key | 0001515740 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer | No | ||
Is Entity a Voluntary Filer | No | ||
Is Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 999,980,958 | ||
Entity Public Float | $ 143,214 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | NV | ||
Entity File Number | 000-54563 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 71,197 | $ 86,827 |
Accounts receivable | 2,266 | 3,092 |
Inventory | 13,126 | 25,985 |
Other current assets | 7,131 | 43,883 |
Total current assets | 93,720 | 159,787 |
Property and equipment, net | 7,223 | 5,203 |
Total assets | 100,943 | 164,990 |
Current liabilities: | ||
Accounts payable | 187,966 | 264,398 |
Accounts payable, related parties | 33,634 | 25,944 |
Accrued interest | 64,283 | 22,099 |
Convertible notes payable, net of discounts of $297,881 and $-0- at December 31, 2019 | 160,748 | 309,637 |
Derivative liabilities | 1,487,130 | 1,690,304 |
Total current liabilities | 1,933,761 | 2,312,382 |
Total liabilities | 1,933,761 | 2,312,382 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Series A convertible preferred stock, $0.001 par value, 10,000,000 shares authorized, 2,000,000 shares designated, issued and outstanding at December 31, 2019 and 2018, respectively | 2,000 | 2,000 |
Series B convertible preferred stock, $0.001 par value, 1,000,000 shares designated, 133,780 and 150,000 shares issued and outstanding at December 31, 2019 and 2018, respectively | 134 | 150 |
Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 262,111,480 and 5,652,410 shares issued and outstanding at December 31, 2019 and 2018, respectively | 2,621 | 57 |
Additional paid in capital | 15,264,595 | 14,572,754 |
Subscriptions payable, consisting of 276,960 shares at December 31, 2018 | 0 | 5,345 |
Accumulated deficit | (17,102,168) | (16,727,698) |
Total stockholders' equity (deficit) | (1,832,818) | (2,147,392) |
Total liabilities and stockholders' equity (deficit) | $ 100,943 | $ 164,990 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current liabilities: | ||
Convertible notes payable, net of discounts | $ 297,881 | $ 0 |
Principal in default | $ 85,189 | $ 0 |
Stockholders' equity (deficit): | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, authorized shares | 1,000,000,000 | 1,000,000,000 |
Common stock, issued shares | 262,111,480 | 5,652,410 |
Common stock, outstanding shares | 262,111,480 | 5,652,410 |
Subscriptions payable, shares | 0 | 276,960 |
Series A Preferred Stock | ||
Stockholders' equity (deficit): | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred stock, issued shares | 2,000,000 | 2,000,000 |
Preferred stock, outstanding shares | 2,000,000 | 2,000,000 |
Series B Preferred Stock | ||
Stockholders' equity (deficit): | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 1,000,000 | 1,000,000 |
Preferred stock, issued shares | 133,780 | 150,000 |
Preferred stock, outstanding shares | 133,780 | 150,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 14,281 | $ 39,795 |
Cost of goods sold | 12,860 | 113,727 |
Gross profit (loss) | 1,421 | (73,932) |
Operating expenses: | ||
General and administrative | 200,644 | 189,285 |
Professional fees | 127,512 | 429,625 |
Total operating expenses | 328,156 | 618,910 |
Net operating loss | (326,735) | (692,842) |
Other income (expense): | ||
Interest expense | (392,549) | (415,287) |
Gain on early extinguishment of debt | 0 | 6,750 |
Change in derivative liabilities | 344,814 | 702,493 |
Total other income (expense) | (47,735) | 293,956 |
Net loss | $ (374,470) | $ (398,886) |
Weighted average number of common shares outstanding - basic and fully diluted | 52,402,912 | 3,505,460 |
Net loss per share - basic and fully diluted | $ (.01) | $ (0.11) |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Subscriptions Payable | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2017 | 2,000,000 | 0 | 2,551,363 | ||||
Beginning Balance, Amount at Dec. 31, 2017 | $ 2,000 | $ 0 | $ 26 | $ 13,442,255 | $ 273,805 | $ (16,328,812) | $ (2,610,726) |
Common stock issued on debt conversions, Shares | 2,834,264 | ||||||
Common stock issued on debt conversions, Amount | $ 28 | 210,246 | 5,345 | 215,619 | |||
Exercise of warrants at $0.00001 per share, related party, Shares | 12,000 | ||||||
Exercise of warrants at $0.00001 per share, related party, Amount | 30 | 30 | |||||
Adjustments to derivative liability due to debt conversions | 199,627 | 199,627 | |||||
Common stock issued on subsctiptions payable, Shares | 254,703 | ||||||
Common stock issued on subsctiptions payable, Amount | $ 3 | 273,802 | (273,805) | ||||
Series B convertible preferred stock sold for cash, Shares | 150,000 | ||||||
Series B convertible preferred stock sold for cash, Amount | $ 150 | 149,850 | 150,000 | ||||
Warrants issued for services, related parties | 272,585 | 272,585 | |||||
Warrants issued for services | 24,359 | 24,359 | |||||
Odd lot shares issued on reverse stock split | 80 | ||||||
Net loss | (398,886) | (398,886) | |||||
Ending Balance, Shares at Dec. 31, 2018 | 2,000,000 | 150,000 | 5,652,410 | ||||
Ending Balance, Amount at Dec. 31, 2018 | $ 2,000 | $ 150 | $ 57 | 14,572,754 | 5,345 | (16,727,698) | (2,147,392) |
Common stock issued on conversions of preferred stock, Shares | (16,220) | 4,689,556 | |||||
Common stock issued on conversions of preferred stock, Amount | $ (16) | $ 47 | (31) | 0 | |||
Common stock issued on debt conversions, Shares | 251,492,554 | ||||||
Common stock issued on debt conversions, Amount | $ 2,514 | 364,777 | 367,291 | ||||
Common stock issued on subsctiptions payable, Shares | 276,960 | ||||||
Common stock issued on subsctiptions payable, Amount | $ 3 | 5,342 | (5,345) | 0 | |||
Adjustments to derivative liability due to debt conversion | 321,753 | 321,753 | |||||
Net loss | (374,470) | (374,470) | |||||
Ending Balance, Shares at Dec. 31, 2019 | 2,000,000 | 133,780 | 262,111,480 | ||||
Ending Balance, Amount at Dec. 31, 2019 | $ 2,000 | $ 134 | $ 2,621 | $ 15,264,595 | $ 0 | $ (17,102,168) | $ (1,832,818) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (374,470) | $ (398,886) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in allowance for inventory obsolescence | (265) | 87,650 |
Depreciation | 2,830 | 2,304 |
Gain on early extinguishment of debt | 0 | (6,750) |
Loss on debt default provisions | 0 | 25,500 |
Change in fair market value of derivative liabilities | (344,814) | (702,493) |
Amortization of debt discounts | 320,412 | 366,653 |
Stock based compensation, related parties | 0 | 272,585 |
Stock based compensation | 0 | 24,359 |
Decrease (increase) in assets: | ||
Accounts receivable | 826 | (2,780) |
Inventory | 13,124 | (28,872) |
Other current assets | 36,752 | (9,059) |
Increase (decrease) in liabilities: | ||
Accounts payable | (76,432) | (82,416) |
Accounts payable, related parties | 7,690 | (15,438) |
Accrued interest | 70,167 | 22,765 |
Net cash used in operating activities | (344,180) | (444,878) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (4,850) | (2,029) |
Net cash used in investing activities | (4,850) | (2,029) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of stock, net of offering costs | 0 | 150,000 |
Proceeds from exercise of warrants, related party | 0 | 30 |
Proceeds from convertible notes payable | 333,400 | 300,000 |
Net cash provided by financing activities | 333,400 | 450,030 |
NET CHANGE IN CASH | (15,630) | 3,123 |
CASH AT BEGINNING OF PERIOD | 86,827 | 83,704 |
CASH AT END OF PERIOD | 71,197 | 86,827 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | 1,971 | 369 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Value of debt discounts | 329,311 | 300,000 |
Value of derivative adjustment due to debt conversions | 321,753 | 199,627 |
Value of shares issued for conversion of debt | 367,291 | 215,619 |
Value of preferred stock converted to common stock | $ 44,913 | $ 0 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | Nature of Business Premier Biomedical, Inc. (“the Company”) was incorporated in the State of Nevada on May 10, 2010 (“Inception”). The Company was formed to develop and market medications and procedures that address a significant number of the most highly visible health issues currently affecting mankind. Our current focus is primarily on the development and distribution of our pain products. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Patent Rights and Applications Patent rights and applications costs include the acquisition costs and costs incurred for the filing of patents. Patent rights and applications are amortized on a straight-line basis over the legal life of the patent rights beginning at the time the patents are approved. Patent costs for unsuccessful patent applications are expensed when the application is terminated. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. Basic and Diluted Loss Per Share Basic earnings per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Stock-Based Compensation Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company’s stock-based compensation consisted of the following during the years ended December 31, 2019 and 2018, respectively: December 31, December 31, 2019 2018 Warrants issued for services, related parties $ - $ 272,585 Warrants issued for services - 24,359 Total stock-based compensation $ - $ 296,944 Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Sales are recorded when the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured, which is typically when products are shipped. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue from sales in which payment has been received, but the earnings process has not been completed. Advertising and Promotion All costs associated with advertising and promoting products are expensed as incurred. These expenses were $51,613 and $66,244 for the years ended December 31, 2019 and 2018, respectively. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. Uncertain Tax Positions In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) No other new accounting pronouncements, issued or effective during the year ended December 31, 2019, have had or are expected to have a significant impact on the Company’s financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Going Concern | |
Going Concern | As shown in the accompanying financial statements, the Company has no revenues, incurred net losses from operations resulting in an accumulated deficit of $17,102,168, and had negative working capital of ($1,840,041) at December 31, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new products and services to begin generating revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Accounts Payable The Company owed $31,826 and $30,006 as of December 31, 2019 and 2018, respectively, to entities owned by the Chairman of the Board of Directors. The amounts are related to patent costs and reimbursable expenses paid by the Chairman on behalf of the Company. The Company owed $734 and $753 as of December 31, 2019 and 2018, respectively, to the Company’s CEO for reimbursable expenses. The Company owed $1,075 as of December 31, 2019 and 2018 amongst members of the Company’s Board of Directors for reimbursable expenses. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31, 2019 and 2018, respectively: Fair Value Measurements at December 31, 2019 Level 1 Level 2 Level 3 Assets Cash $ 71,197 $ - $ - Total assets 71,197 - - Liabilities Convertible notes payable, net of discounts - 160,748 - Derivative liabilities - - 1,487,130 Total liabilities - 160,748 1,487,130 $ 71,197 $ (160,748 ) $ (1,487,130 ) Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Assets Cash $ 86,827 $ - $ - Total assets 86,827 - - Liabilities Convertible notes payable, net of discounts - 309,637 - Derivative liabilities - - 1,690,304 Total liabilities - 309,637 1,690,304 $ 86,827 $ (309,637 ) $ (1,690,304 ) The fair values of our related party debts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the years ended December 31, 2019 or 2018. |
Patent Rights and Applications
Patent Rights and Applications | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patent Rights and Applications | The Company amortizes its patent rights and applications on a straight-line basis over the expected useful technological or economic life of the patents, which is typically 17 years from the legal approval of the patent applications when there are probable future economic benefits associated with the patent. The Company has elected to expense all of their patent rights and application costs due to difficulties associated with having to prove the value of their future economic benefits. All patent applications are currently pending and the Company has no patents that have yet been approved. It is the Company’s policy that it performs reviews of the carrying value of its patent rights and applications on an annual basis. On March 4, 2015, we entered into a Patent License Agreement (“PLA”) with the University of Texas at El Paso (“UTEP”) regarding our joint research and development of CTLA-4 Blockade with Metronomic Chemotherapy for the Treatment of Breast Cancer. This is the first PLA with UTEP following our Collaborative Agreement with them dated May 9, 2012, and memorializes the joint ownership of the applicable patent and the financial and other terms related thereto. On June 19, 2015, we entered into Amendment No. 1 to this Agreement, pursuant to which we explicitly included Provisional Patent Application No. 62/161,116 entitled, “Anti-CTLA-4 Blockade” (the “Application”) under the definition of “Patent Rights” as set forth in the PLA. The Application was filed with the United States Patent and Trademarks Office on May 13, 2015; the underlying technology was invented by Robert Kirken and Georgialina Rodriguez, and is solely-owned by The Board of Regents of The University of Texas System. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Convertible notes payable consists of the following at December 31, 2019 and 2018, respectively: December 31, December 31, 2019 2018 On October 3, 2019, the Company received net proceeds of $25,000, carrying a $150,000 face value after a $125,000 commitment fee, pursuant to the first tranche of the securities purchase agreement with Green Coast Capital International SA (“First GCCI Note”) on a 12% interest bearing; unsecured convertible promissory note; maturing on October 3, 2020, with the first twelve (12) months of interest guaranteed. The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $1,000 from the conversion amount in each conversion to cover the holder’s deposit fees. $ 150,000 $ - On September 12, 2019, the Company received net proceeds of $22,000, carrying a $25,750 face value, in exchange for a 12% interest bearing; unsecured convertible promissory note maturing on September 12, 2020 (“Third Crown Bridge Partners Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $500 from the conversion amount in each conversion to cover the holder’s deposit fees. 25,750 - On August 15, 2019, the Company received net proceeds of $40,000, carrying a $43,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on August 15, 2020 (“Fifth Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 43,000 - On August 2, 2019, the Company received net proceeds of $35,000, carrying a $38,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on August 2, 2020 (“Fourth Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 38,000 - On July 2, 2019, the Company received net proceeds of $31,400, carrying a $36,050 face value, in exchange for a 12% interest bearing; unsecured convertible promissory note maturing on June 27, 2020 (“Second Crown Bridge Partners Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $500 from the conversion amount in each conversion to cover the holder’s deposit fees. 36,050 - On June 7, 2019, the Company received net proceeds of $35,000, carrying a $38,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on June 7, 2020 (“Third Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 38,000 - On April 23, 2019, the Company received net proceeds of $35,000, carrying a $38,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on April 23, 2020 (“Second Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. A total of $39,900, consisting of $38,000 of principal and $1,900 of interest, was converted into 45,969,063 shares of common stock from October 28, 2019 through November 12, 2019. - - On March 27, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC to sell convertible notes with a face value of $154,500, with net proceeds of $141,000 after the deduction of an original issue discount of $13,500 on a 12% interest bearing; unsecured convertible promissory note with the first twelve months of interest of each tranche guaranteed. The maturity date for each tranche funded shall be twelve (12) months from the effective date of each payment. The note is payable in tranches with the first tranche, which was received on April 17, 2019, carrying a $51,500 face value, with net proceeds of $47,000 after a $4,500 original issue discounts (“First Crown Bridge Partners Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $500 from the conversion amount in each conversion to cover the holder’s deposit fees. A total of $10,360, consisting of $8,860 of principal and $1,500 of holder’s deposit fees, was converted into 15,600,000 shares of common stock from October 18, 2019 through November 5, 2019. 42,640 - On March 26, 2019, the Company received proceeds of $68,000 in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on March 26, 2020 (“First Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. A total of $71,400, consisting of $68,000 of principal and $3,400 of interest, was converted into 29,172,975 shares of common stock from September 30, 2019 through October 21, 2019. - - On July 11, 2018, the Company received proceeds of $120,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on October 31, 2018 (“Third Red Diamond Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $121,863, consisting of 114,384 of principal and $7,479, was converted into 135,741,667 shares of common stock over various dates, between July 27, 2018 and December 26, 2019. Currently in default. 5,616 94,080 On July 11, 2018, the Company received proceeds of $60,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on October 31, 2018 (“Third SEG-RedaShex Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. Currently in default. 60,000 60,000 On April 24, 2018, the Company received proceeds of $30,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on July 31, 2018 (“Second Red Diamond Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $32,553, consisting of $30,000 of principal and $2,553 of interest, was converted into 11,110,400 shares of common stock over various dates between August 8, 2019 and September 3, 2019. - 30,000 On April 24, 2018, the Company received proceeds of $30,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on July 31, 2018 (“Second SEG-RedaShex Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $12,636 of principal was converted into 3,510,000 shares of common stock over various dates between September 10, 2019 and September 17, 2019.Currently in default. 17,364 30,000 On March 1, 2018, the Company received proceeds of $30,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on May 31, 2018 (“First SEG-RedaShex Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $30,000 of principal was converted into an aggregate of 4,262,416 shares of common stock at various dates between January 2, 2019 and August 15, 2019. - 30,000 On October 30, 2017, the Company received proceeds of $50,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on January 31, 2018 (“Second Diamond Rock Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A $15,000 loss was recognized during the fourth quarter of 2018 due to the enactment of default provision. A total of $76,150, consisting of $65,000 of principal and $11,150 of interest, was converted into 5,169,160 shares of common stock over various dates between December 12, 2018 and June 7, 2019. - 55,057 On August 8, 2017, the Company entered into an exchange agreement with Diamond Rock, LLC whereby they exchanged (i) the 13,333,334 Series A Warrants purchased in the First Closing, (ii) the 13,333,334 Series B Warrants purchased in the First Closing, and (iii) the 10,101,011 shares of common stock purchased in the Second Closing (the “Exchange Securities”) for a $50,000 convertible note (“First Diamond Rock Note”) issued by the Company, bearing interest at 8% interest and maturing on November 30, 2017. The notes are convertible at 50% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A $10,500 loss was recognized during the fourth quarter of 2018 due to the enactment of default provision. A total of $15,000 of principal was converted into an aggregate of 31,250 shares of common stock at various dates between November 6, 2017 and November 13, 2017, and another $35,000 of principal was converted into an aggregate of 751,550 shares of common stock at various dates between October 12, 2018 and November 30, 2018, along with $52,581 of principal that was converted into an aggregate of 4,099,700 shares of common stock at various dates between January 11, 2019 and June 27, 2019. Currently in default. 2,209 10,500 Total convertible notes payable 458,629 309,637 Less unamortized derivative discounts: 297,881 - Convertible notes payable 160,748 309,637 Less: current portion 160,748 309,637 Convertible notes payable, less current portion $ - $ - In accordance with ASC 470-20 Debt with Conversion and Other Options, the Company recorded total discounts of $484,211 and $300,000; including $29,900 and $-0- of loan origination discounts, for the variable conversion features of the convertible debts incurred during the years ended December 31, 2019 and 2018, respectively. The discounts are being amortized to interest expense over the term of the debentures using the effective interest method. The Company recorded $321,912 and $366,653 of interest expense pursuant to the amortization of note discounts during the years ended December 31, 2019 and 2018, respectively. All of the convertible debentures carry default provisions that place a “maximum share amount” on the note holders. The maximum share amount that can be owned as a result of the conversions to common stock by the note holders is 4.99% of the Company’s issued and outstanding shares. In accordance with ASC 815-15, the Company determined that the variable conversion feature and shares to be issued on the Redwood Notes represented embedded derivative features, and these are shown as derivative liabilities on the balance sheet. The Company calculated the fair value of the compound embedded derivatives associated with the convertible debentures utilizing a lattice model. The Company recognized interest expense for the years ended December 31, 2019 and 2018, respectively, as follows: December 31, December 31, 2019 2018 Interest on convertible notes $ 68,666 $ 22,765 Amortization of debt discounts 321,912 366,653 Loss on default provisions - 25,500 Interest on credit cards 1,971 369 Total interest expense $ 392,549 $ 415,287 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Liability [Abstract] | |
Derivative Liabilities | As discussed in Note 6 under Convertible Notes Payable, the Company issued debts that consist of the issuance of convertible notes with 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. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date. The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recognized current derivative liabilities of $1,487,130 and $1,690,304 at December 31, 2019 and 2018, respectively. The change in fair value of the derivative liabilities resulted in a gain of $344,814 and $702,493 for the years ended December 31, 2019 and 2018, respectively, which has been reported within other income in the statements of operations. The gain of $344,814 for the years ended December 31, 2019 consisted of a gain of $207,756 due to the value attributable to the warrants and a gain in market value of $137,058 on the convertible notes. The gain of $702,493 for the year ended December 31, 2018 consisted of a gain of $766,632 due to the value attributable to the warrants and a net loss in market value of $64,139 on the convertible notes. The following is a summary of changes in the fair market value of the derivative liability during the years ended December 31, 2019 and 2018, respectively: Derivative Liability Total Balance, December 31, 2017 $ 2,255,781 Increase in derivative value due to issuances of convertible promissory notes 336,643 Change in fair market value of derivative liabilities due to the mark to market adjustment (702,493 ) Debt conversions (199,627 ) Balance, December 31, 2018 $ 1,690,304 Increase in derivative value due to issuances of convertible promissory notes 463,393 Change in fair market value of derivative liabilities due to the mark to market adjustment (344,814 ) Debt conversions (321,753 ) Balance, December 31, 2019 $ 1,487,130 Key inputs and assumptions used to value the convertible debentures and warrants issued during the year ended December 31, 2019: ● Stock price ranging from $0.0066 to $0.0004 during these periods would fluctuate with projected volatility ● The notes convert with variable conversion prices and fixed conversion prices (tainted notes). ● An event of default would occur -0-% of the time, increasing 2% per month to a maximum of 10%. ● The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range of 294.1% - 428.3%. ● The Company would redeem the notes -0-% of the time, increasing 1% per month to a maximum of 5%. ● All notes are assumed to be extended at maturity – the time required to convert out this volume of stock. ● A change of control and fundamental transaction would occur initially -0-% of the time and increase monthly by -0-% to a maximum of -0-%. ● The monthly trading volume would average $370,728 to $351,905 and would increase at 1% per month. ● The stock price would fluctuate with the Company projected volatility using a random sampling (500,000 iterations for each valuation) from a normal distribution. The stock price of the underlying instrument is modelled such that it follows a geometric Brownian motion with constant drift and volatility. ● The Holder would exercise the warrants after one trading day as they become exercisable (at issuance) at target prices of 3 to 5 times the projected reset price or higher. ● Reset events were projected to occur by 3/31/20 – the option expires 5/30/20. ● The stock price would fluctuate with an annual volatility. The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company and the term remaining in the range 369.2% - 369.2%. ● The Holder would exercise the warrant at maturity in 2020 if the stock price was above the reset exercise price. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Collaborative Patent License Agreements On May 9, 2012, the Company entered into a Collaborative Agreement with the University of Texas at El Paso. Pursuant to the terms of the Agreement, the Company will work jointly with the University to develop a series of research and development programs around its sequential-dialysis technology in the areas of Alzheimer's Disease, Traumatic Brain Injury (TBI), Chronic Pain Syndrome, Fibromyalgia, Multiple Sclerosis, Amyotrophic Lateral Sclerosis (ALS or Lou Gehrig's disease), Blood Sepsis, Cancer, Heart Attacks and Strokes. The programs will utilize the facilities at one or more of the University of Texas’ campuses. The Company will pay the University’s actual overhead for the projects, plus a negotiated facility and administration overhead expense, and 10% of all gross revenues associated with the sale, license and/or royalties of all products and treatment procedures directly affiliated with programs. Intellectual property jointly invented and developed as a result of the projects will be owned jointly by the University and the Company. The Agreement has an initial term of five (5) years, and is renewable upon mutual agreement of the parties. On March 4, 2015, we entered into a Patent License Agreement (PLA) with the University of Texas at El Paso (UTEP) regarding our joint research and development of CTLA-4 Blockade with Metronomic Chemotherapy for the Treatment of Breast Cancer. This is the first PLA with UTEP following our Collaborative Agreement with them dated May 9, 2012, and memorializes the joint ownership of the applicable patent and the financial and other terms related thereto. On June 19, 2015, we entered into Amendment No. 1 to this Agreement, pursuant to which we explicitly included Provisional Patent Application No. 62/161,116 entitled, “Anti-CTLA-4 Blockade” (the “Application”) under the definition of “Patent Rights” as set forth in the PLA. The Application was filed with the United States Patent and Trademarks Office on May 13, 2015; the underlying technology was invented by Robert Kirken and Georgialina Rodriguez, and is solely-owned by The Board of Regents of The University of Texas System. On October 31, 2017 we entered into an Agreement, Final Payment under Contract, and Release of all Claims, whereby we agreed to pay them a total of $326,336 arising out of the research and development agreements with an initial payment of $22,211, and monthly payments of varying amounts between $5,000 and $20,000 thereafter for twenty eight months until the balance is paid in full. Subject to the compliance of all terms, the intellectual property rights established and arising out of the collaborative agreements remain in full force and effect and the parties agreed to a mutual release upon the final contracted payment. The full amount of the liability has been recognized as accounts payable, with $135,024 outstanding as of the end of this period, which is currently in default. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' equity (deficit): | |
Stockholders' Equity | Reverse Stock Split On June 27, 2018, the Company effected a 1-for-250 reverse stock split (the “Reverse Stock Split”). No fractional shares were issued, and no cash or other consideration was paid in connection with the Reverse Stock Split. Instead, the Company issued one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. The Company was authorized to issue 1,000,000,000 shares of common stock prior to the Reverse Stock Split, which remains unaffected. The Reverse Stock Split did not have any effect on the stated par value of the common stock, or the Company’s authorized preferred stock. Unless otherwise stated, all share and per share information in this Annual Report on Form 10-K has been retroactively adjusted to reflect the Reverse Stock Split. Convertible Preferred Stock The Company has 10,000,000 authorized shares of Preferred Stock, of which 2,000,000 shares of $0.001 par value Series A Convertible Preferred Stock (“Series A Preferred Stock”) have been designated, and another 1,000,000 shares of $0.001 par value Series B Convertible Preferred Stock (“Series B Preferred Stock”) were designated on November 23, 2018. The Company shall reserve and keep available out of its authorized but unissued shares of Common Stock such number of shares sufficient to effect the conversions, and agreed to reserve no less than 225 million shares. Convertible Preferred Stock, Series A Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time after the issuance of such share into one (1) fully paid and non-assessable share of Common Stock. Each outstanding share of Series A Preferred Stock is entitled to one hundred (100) votes per share on all matters to which the shareholders of the Corporation are entitled or required to vote. Convertible Preferred Stock, Series B Each share of Series B Preferred Stock is convertible, at the option of the holder thereof, at any time after the issuance of such share into that number of fully paid and nonassessable shares of our common stock equal to the quotient of the Conversion Principal Amount divided by the lesser of (a) the Fixed Conversion Price established by our Board of Directors on the date of conversion, and (b) the Fair Market Value. The Certificate of Designation defines Fair Market Value as 60% of the lowest Traded Price for the common stock for the previous fifteen (15) trading days prior to the Conversion Date on the market or exchange where our common stock is trading. The Conversion Principal Amount is equal to the Original Issue Price ($1.00) divided by nine-tenths (0.9). The Fixed Conversion Price is the price set by our Board of Directors upon conversion but in no event less than the last Traded Price of our common stock. Traded Price is defined as the price at which our common stock changes hands on the designated exchange or market. Conversion of the Series B Preferred Stock is subject to a Beneficial Ownership Limitation that prohibits the conversion of the Series B Preferred Stock if the conversion would result in beneficial ownership by the holder and its affiliates of more than 4.99% of our outstanding shares of common stock. A holder of Series B Preferred Stock may increase its Beneficial Ownership Limitation up to 9.99% but only after 61 days have passed since the holder gave notice to the Company. The Series B Preferred Stock has no voting rights. The rights of the Series B Preferred Stock survive any reorganization, merger or sale of the Company. The holders of Series B Preferred Stock shall receive noncumulative dividends on an as-converted basis in the same form as any dividends to be paid out on shares of our common stock. Any dividends paid will first be paid to the holders of Series B Preferred Stock prior and in preference to any payment or distribution to holders of common stock. Other than as set forth in the previous sentence, the Certificate of Designation provides that no other dividends shall be paid on Series B Preferred Stock. Dividends on the Series B Preferred Stock are not mandatory or cumulative. There are no sinking fund provisions applicable to the Series B Preferred Stock, and the holders of Series B Preferred Stock have no redemption rights. The Corporation may redeem the Series B Preferred Stock upon 30 days’ prior notice at a price equal to the sum of 133% of the Original Issue Price plus the amount of any unpaid dividends on the shares to be redeemed. As long as any shares of Series B Preferred Stock remain outstanding, the Certificate of Designation provides that without the approval of 75% of the holders of the outstanding Series B Preferred Stock, we may not (i) alter or change the rights, preferences, or privileges of the Series B Convertible Preferred Stock, (ii) increase or decrease the number of authorized shares of Series B Convertible Preferred Stock, or (iii) authorize the issuance of securities having a preference over or on par with the Series B Preferred Stock. Common Stock Issuances for Series B Preferred Stock Conversions (2019) On August 8, 2019, the Company issued 925,927 shares of common stock pursuant to the conversion of 2,500 of Series B Convertible Preferred Stock held by RedDiamond Partners. On August 2, 2019, the Company issued 851,853 shares of common stock pursuant to the conversion of 2,300 of Series B Convertible Preferred Stock held by RedDiamond Partners. On July 29, 2019, the Company issued 796,297 shares of common stock pursuant to the conversion of 2,150 of Series B Convertible Preferred Stock held by RedDiamond Partners. On July 23, 2019, the Company issued 741,741 shares of common stock pursuant to the conversion of 2,470 of Series B Convertible Preferred Stock held by RedDiamond Partners. On July 16, 2019, the Company issued 707,071 shares of common stock pursuant to the conversion of 3,500 of Series B Convertible Preferred Stock held by RedDiamond Partners. On July 8, 2019, the Company issued 666,667 shares of common stock pursuant to the conversion of 3,300 of Series B Convertible Preferred Stock held by RedDiamond Partners. Sale of Convertible Preferred Stock, Series B (2018) On November 23, 2018, we sold 75,000 shares of Series B Convertible Preferred Stock to RedDiamond Partners LLC, and another 75,000 shares of Series B Convertible Preferred Stock to SEG-RedaShex, LLC for $150,000 in total. Pursuant to the sale, the purchasers have the right to participate in any future financing up to 100% of the financing for the next 12 months. We also agreed to refrain from issuing any shares of common stock or equivalents for 30 days after the sale. The agreement also prohibits the Company from entering into any agreement involving a Variable Rate Transaction for eight months after the sale. In addition, we agreed to grant the purchasers a most-favored nation provision whereby the purchasers may exchange their shares of Series B Preferred Stock for securities issued in a subsequent financing on the same terms and conditions. The purchasers also have anti-dilution rights that allow them to acquire shares of common stock at a lower conversion price if a person acquires shares of our common stock or equivalents at a price per share lower than the conversion price of the Series B Preferred Stock. Common Stock The Company has one billion authorized shares of $0.00001 par value Common Stock, as increased pursuant to an amendment to the articles of incorporation on February 9, 2016. Common Stock Issuances for Debt Conversions (2019) First Crown Bridge Partners Note On various dates from October 18, 2019 through November 5, 2019, the Company issued a total of 15,600,000 shares of common stock pursuant to the conversion of $10,360, consisting of $8,860 of principal and $1,500 of selling fees, from the First Crown Bridge Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. Second Power Up Lending Note On various dates from October 28, 2019 through November 12, 2019, the Company issued a total of 45,969,063 shares of common stock pursuant to the conversion of $39,900, consisting of $38,000 of principal and $1,900 of interest, from the Second Power Up Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. First Power Up Lending Note On various dates from September 30, 2019 through October 21, 2019, the Company issued a total of 29,172,975 shares of common stock pursuant to the conversion of $71,400 of convertible debt, consisting of $68,000 of principal and $3,400 of interest, from the First Power Up Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. Third Red Diamond Note On various dates from September 6, 2019 through December 26, 2019, the Company issued a total of 135,393,000 shares of common stock pursuant to the conversion of $95,943, consisting of $88,464 of principal and $7,479, from the Third RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. Second Red Diamond Note On various dates from August 12, 2019 through September 3, 2019, the Company issued a total of 11,110,400 shares of common stock pursuant to the conversion of $32,553, consisting of $30,000 of principal and $2,553, from the Second RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. Second SEG-RedaShex Note On various dates from September 10, 2019 through September 17, 2019, the Company issued a total of 3,510,000 shares of common stock pursuant to the conversion of $12,636 of principal from the Second SEG-RedaShex Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. First SEG-RedaShex Note On various dates from January 2, 2019 through August 15, 2019, the Company issued a total of 4,262,416 shares of common stock pursuant to the conversion of $30,000 of principal from the First SEG-RedaShex Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. Second Diamond Rock Note On various dates from January 11, 2019 through June 7, 2019, the Company issued a total of 4,672,200 shares of common stock pursuant to the conversion of $66,207, consisting of $55,057 of principal and $11,150, from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. First Diamond Rock Note On various dates from June 17, 2019 through June 27, 2019, the Company issued a total of 1,802,500 shares of common stock pursuant to the conversion of $8,292 of principal from the First Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. Common Stock Issuances for Debt Conversions (2018) On December 31, 2018, the Company granted 276,960 shares of common stock pursuant to the conversion of $5,345 of principal from the Second Diamond Rock Note. The shares were subsequently issued on January 1, 2019. As such, the $5,345 was presented as a subscription payable at December 31, 2018. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On December 12, 2018, the Company issued 258,193 shares of common stock pursuant to the conversion of $6,506 of interest from the First SEG Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On December 12, 2018, the Company issued 220,000 shares of common stock pursuant to the conversion of $4,598 of principal from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On November 30, 2018, the Company issued 211,550 shares of common stock pursuant to the conversion of $8,462 of principal from the First Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On November 12, 2018, the Company issued 150,000 shares of common stock pursuant to the conversion of $7,650 of principal from the First SEG Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On November 5, 2018, the Company issued 190,000 shares of common stock pursuant to the conversion of $8,075 of principal from the First Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On October 25, 2018, the Company issued 175,000 shares of common stock pursuant to the conversion of $8,750 of principal from the First Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On October 16, 2018, the Company issued 202,702 shares of common stock pursuant to the conversion of $13,500 of principal from the First SEG Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On October 12, 2018, the Company issued 175,000 shares of common stock pursuant to the conversion of $9,712 of principal from the First Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On October 3, 2018, the Company issued 111,940 shares of common stock pursuant to the conversion of $7,500 of principal from the First Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On September 24, 2018, the Company issued 172,176 shares of common stock pursuant to the conversion of $12,500 of principal from the First SEG Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On September 18, 2018, the Company issued 136,986 shares of common stock pursuant to the conversion of $10,000 of principal from the First Red Diamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On September 5, 2018, the Company issued 138,889 shares of common stock pursuant to the conversion of $12,500 of principal from the First Red Diamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 23, 2018, the Company issued 82,001 shares of common stock pursuant to the conversion of $4,920 of principal from the Third Red Diamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 20, 2018, the Company issued 160,000 shares of common stock pursuant to the conversion of $9,600 of principal from the First SEG Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 15, 2018, the Company issued 100,000 shares of common stock pursuant to the conversion of $6,000 of principal from the Third Red Diamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 9, 2018, the Company issued 83,333 shares of common stock pursuant to the conversion of $5,000 of principal from the Third Red Diamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On July 27, 2018, the Company issued 83,333 shares of common stock pursuant to the conversion of $10,000 of principal from the Third Red Diamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On January 29, 2018, the Company issued 106,238 shares of common stock pursuant to the conversion of $40,000 of principal from the Second SEG Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On January 3, 2018, the Company issued 76,923 shares of common stock pursuant to the conversion of $25,000 of principal from the First RDW Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. Common Stock Issuances on Subscriptions Payable (2019) On January 1, 2019, the Company issued 276,960 shares to DiamondRock, LLC for the conversion of $5,345 of debt on December 31, 2018. Common Stock Issuances on Subscriptions Payable (2018) On various dates from January 17, 2018 through February 13, 2018, the Company issued a total of 254,703 shares to The Special Equities Group and DiamondRock, LLC as compensation valued at $273,805 awarded on December 6, 2017. Common Stock Warrants Exercised (2018) On November 5, 2018, the Company issued 12,000 shares of common stock pursuant to the exercise of warrants by the Company’s Chairman of the Board at $0.0025 per share for total proceeds of $30. |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Common Stock Warrants | Common Stock Warrants Granted (2019) No warrants were granted during the year ended December 31, 2019. Common Stock Warrants Granted (2018) On December 15, 2018, the Company granted warrants to the following officers and directors, which will allow them to purchase shares of our common stock in the amounts indicated: William Hartman (842,000 shares); Mitchell Felder (842,000 shares), Heidi Carl (500,000 shares), John Borza (579,000 shares), Jay Rosen (52,500 shares), Patricio Reyes (500,000 shares) and John Pauly (52,500 shares). The exercise price of the foregoing warrants is nine cents ($0.09) per share. The warrants are exercisable over seven (7) years. The total fair value of the 3,368,000 common stock warrants using the Black-Scholes option-pricing model is $272,585, or $0.08093 per share, based on a volatility rate of 211%, a risk-free interest rate of 2.72% and an expected term of 3.5 years, and was expensed upon issuance. On December 15, 2018, we also issued warrants to purchase a total of two hundred and eighty-eight thousand (288,000) shares of our common stock amongst four members of our Scientific Advisory Board. The exercise price of the foregoing warrants is nine cents ($0.09) per share. The warrants are exercisable over seven (7) years. The total fair value of the 288,000 common stock warrants using the Black-Scholes option-pricing model is $24,359, or $0.08458 per share, based on a volatility rate of 211%, a risk-free interest rate of 2.81% and an expected term of 7 years, and was expensed upon issuance. Exercise of Common Stock Warrants, Related Party (2018) On November 5, 2018, the Company issued 12,000 shares of common stock pursuant to the exercise of warrants by the Company’s Chairman of the Board at $0.0025 per share for total proceeds of $30. Expiration of Common Stock Warrants, Related Party (2019) A total of 11,760 warrants exercisable at $362.50 per share expired during the year ended December 31, 2019. The following is a summary of information about the Common Stock Warrants outstanding at December 31, 2019. Shares Underlying Shares Underlying Warrants Outstanding Warrants Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $0.09-$62.50 3,890,000 5.87 $0.97 3,890,000 $0.97 The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: December 31, December 31, 2019 2018 Average risk-free interest rates N/A 2.73 % Average expected life (in years) N/A 3.78 The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s common stock warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its common stock warrants. During the years ended December 31, 2019 and 2018 there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date. The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock was approximately $0.09 per warrant granted during the year ended December 31, 2018. The following is a summary of activity of outstanding common stock warrants: Weighted Average Number of Exercise Shares Price Balance, December 31, 2017 257,760 $ 29.85 Warrants granted 3,656,000 0.09 Warrants exercised (12,000 ) (0.0025 ) Balance, December 31, 2018 3,901,760 $ 2.05 Warrants expired (11,760 ) (362.50 ) Balance, December 31, 2019 3,890,000 $ 0.97 Exercisable, December 31, 2019 3,890,000 $ 0.97 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the years ended December 31, 2019 and 2018, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2019 and 2018, the Company had approximately $5,670,000 and $5,277,000 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2031. The components of the Company’s deferred tax asset are as follows: December 31, December 31, 2019 2018 Deferred tax assets: Net operating loss carry forwards $ 1,190,700 $ 1,108,170 Net deferred tax assets before valuation allowance $ 1,190,700 $ 1,108,170 Less: Valuation allowance (1,190,700 ) (1,108,170 ) Net deferred tax assets $ - $ - Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2019 and 2018, respectively. A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and state statutory income tax rate to pre-tax loss is as follows: December 31, December 31, 2019 2018 Federal and state statutory rate 21 % 21 % Change in valuation allowance on deferred tax assets (21 %) (21 %) In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Common Stock Issuances for Debt Conversions First Crown Bridge Partners Note On various dates from February 4, 2020 through April 21, 2020, the Company issued a total of 371,401,700 shares of common stock pursuant to the conversion of $37,096, consisting of $31,596 of principal and $5,500 of selling fees, from the First Crown Bridge Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. Third Power Up Lending Note On various dates from January 8, 2020 through April 1, 2020, the Company issued a total of 196,477,777 shares of common stock pursuant to the conversion of $24,244 of principal from the Third Power Up Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. Third Red Diamond Note On various dates from January 2, 2020 through March 24, 2020, the Company issued a total of 169,990,001 shares of common stock pursuant to the conversion of $18,987, consisting of $2,434 of principal and $16,553, from the Third RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. Chairman of the Board of Directors’ Resignation On May 2, 2020, Dr. Mitchell S. Felder resigned as the Company’s Chairman of the Board. The Company’s CEO, William Hartman, was appointed Interim Chairman. Default Notice Received On April 13, 2020, we received a default notice from Green Coast Capital International S.A. because we do not have enough authorized common stock to fulfill the reserve requirements pursuant to the Convertible Promissory Note issued to them. On May 5, 2020, we were served with a Notice of Arbitration by Green Coast on the same matter. We intend to timely respond to the Notice of Arbitration. We cannot estimate or determine our liability or potential damages at this time. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Business | Premier Biomedical, Inc. (“the Company”) was incorporated in the State of Nevada on May 10, 2010 (“Inception”). The Company was formed to develop and market medications and procedures that address a significant number of the most highly visible health issues currently affecting mankind. Our current focus is primarily on the development and distribution of our pain products. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. |
Patent Rights and Applications | Patent rights and applications costs include the acquisition costs and costs incurred for the filing of patents. Patent rights and applications are amortized on a straight-line basis over the legal life of the patent rights beginning at the time the patents are approved. Patent costs for unsuccessful patent applications are expensed when the application is terminated. |
Fair Value of Financial Instruments | Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. |
Basic and Diluted Loss Per Share | Basic earnings per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. |
Stock-Based Compensation | Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company’s stock-based compensation consisted of the following during the years ended December 31, 2019 and 2018, respectively: December 31, December 31, 2019 2018 Warrants issued for services, related parties $ - $ 272,585 Warrants issued for services - 24,359 Total stock-based compensation $ - $ 296,944 |
Revenue Recognition | On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Sales are recorded when the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured, which is typically when products are shipped. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue from sales in which payment has been received, but the earnings process has not been completed. |
Advertising and Promotion | All costs associated with advertising and promoting products are expensed as incurred. These expenses were $51,613 and $66,244 for the years ended December 31, 2019 and 2018, respectively. |
Income Taxes | Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. |
Uncertain Tax Positions | In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. |
Recent Accounting Pronouncements | In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) No other new accounting pronouncements, issued or effective during the year ended December 31, 2019, have had or are expected to have a significant impact on the Company’s financial statements. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Stock-based compensation | December 31, December 31, 2019 2018 Warrants issued for services, related parties $ - $ 272,585 Warrants issued for services - 24,359 Total stock-based compensation $ - $ 296,944 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial instruments on recurring basis | Fair Value Measurements at December 31, 2019 Level 1 Level 2 Level 3 Assets Cash $ 71,197 $ - $ - Total assets 71,197 - - Liabilities Convertible notes payable, net of discounts - 160,748 - Derivative liabilities - - 1,487,130 Total liabilities - 160,748 1,487,130 $ 71,197 $ (160,748 ) $ (1,487,130 ) Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Assets Cash $ 86,827 $ - $ - Total assets 86,827 - - Liabilities Convertible notes payable, net of discounts - 309,637 - Derivative liabilities - - 1,690,304 Total liabilities - 309,637 1,690,304 $ 86,827 $ (309,637 ) $ (1,690,304 ) |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of convertible note payable | December 31, December 31, 2019 2018 On October 3, 2019, the Company received net proceeds of $25,000, carrying a $150,000 face value after a $125,000 commitment fee, pursuant to the first tranche of the securities purchase agreement with Green Coast Capital International SA (“First GCCI Note”) on a 12% interest bearing; unsecured convertible promissory note; maturing on October 3, 2020, with the first twelve (12) months of interest guaranteed. The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $1,000 from the conversion amount in each conversion to cover the holder’s deposit fees. $ 150,000 $ - On September 12, 2019, the Company received net proceeds of $22,000, carrying a $25,750 face value, in exchange for a 12% interest bearing; unsecured convertible promissory note maturing on September 12, 2020 (“Third Crown Bridge Partners Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $500 from the conversion amount in each conversion to cover the holder’s deposit fees. 25,750 - On August 15, 2019, the Company received net proceeds of $40,000, carrying a $43,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on August 15, 2020 (“Fifth Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 43,000 - On August 2, 2019, the Company received net proceeds of $35,000, carrying a $38,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on August 2, 2020 (“Fourth Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 38,000 - On July 2, 2019, the Company received net proceeds of $31,400, carrying a $36,050 face value, in exchange for a 12% interest bearing; unsecured convertible promissory note maturing on June 27, 2020 (“Second Crown Bridge Partners Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $500 from the conversion amount in each conversion to cover the holder’s deposit fees. 36,050 - On June 7, 2019, the Company received net proceeds of $35,000, carrying a $38,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on June 7, 2020 (“Third Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 38,000 - On April 23, 2019, the Company received net proceeds of $35,000, carrying a $38,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on April 23, 2020 (“Second Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. A total of $39,900, consisting of $38,000 of principal and $1,900 of interest, was converted into 45,969,063 shares of common stock from October 28, 2019 through November 12, 2019. - - On March 27, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC to sell convertible notes with a face value of $154,500, with net proceeds of $141,000 after the deduction of an original issue discount of $13,500 on a 12% interest bearing; unsecured convertible promissory note with the first twelve months of interest of each tranche guaranteed. The maturity date for each tranche funded shall be twelve (12) months from the effective date of each payment. The note is payable in tranches with the first tranche, which was received on April 17, 2019, carrying a $51,500 face value, with net proceeds of $47,000 after a $4,500 original issue discounts (“First Crown Bridge Partners Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $500 from the conversion amount in each conversion to cover the holder’s deposit fees. A total of $10,360, consisting of $8,860 of principal and $1,500 of holder’s deposit fees, was converted into 15,600,000 shares of common stock from October 18, 2019 through November 5, 2019. 42,640 - On March 26, 2019, the Company received proceeds of $68,000 in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on March 26, 2020 (“First Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. A total of $71,400, consisting of $68,000 of principal and $3,400 of interest, was converted into 29,172,975 shares of common stock from September 30, 2019 through October 21, 2019. - - On July 11, 2018, the Company received proceeds of $120,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on October 31, 2018 (“Third Red Diamond Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $121,863, consisting of 114,384 of principal and $7,479, was converted into 135,741,667 shares of common stock over various dates, between July 27, 2018 and December 26, 2019. Currently in default. 5,616 94,080 On July 11, 2018, the Company received proceeds of $60,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on October 31, 2018 (“Third SEG-RedaShex Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. Currently in default. 60,000 60,000 On April 24, 2018, the Company received proceeds of $30,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on July 31, 2018 (“Second Red Diamond Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $32,553, consisting of $30,000 of principal and $2,553 of interest, was converted into 11,110,400 shares of common stock over various dates between August 8, 2019 and September 3, 2019. - 30,000 On April 24, 2018, the Company received proceeds of $30,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on July 31, 2018 (“Second SEG-RedaShex Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $12,636 of principal was converted into 3,510,000 shares of common stock over various dates between September 10, 2019 and September 17, 2019.Currently in default. 17,364 30,000 On March 1, 2018, the Company received proceeds of $30,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on May 31, 2018 (“First SEG-RedaShex Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $30,000 of principal was converted into an aggregate of 4,262,416 shares of common stock at various dates between January 2, 2019 and August 15, 2019. - 30,000 On October 30, 2017, the Company received proceeds of $50,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on January 31, 2018 (“Second Diamond Rock Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A $15,000 loss was recognized during the fourth quarter of 2018 due to the enactment of default provision. A total of $76,150, consisting of $65,000 of principal and $11,150 of interest, was converted into 5,169,160 shares of common stock over various dates between December 12, 2018 and June 7, 2019. - 55,057 On August 8, 2017, the Company entered into an exchange agreement with Diamond Rock, LLC whereby they exchanged (i) the 13,333,334 Series A Warrants purchased in the First Closing, (ii) the 13,333,334 Series B Warrants purchased in the First Closing, and (iii) the 10,101,011 shares of common stock purchased in the Second Closing (the “Exchange Securities”) for a $50,000 convertible note (“First Diamond Rock Note”) issued by the Company, bearing interest at 8% interest and maturing on November 30, 2017. The notes are convertible at 50% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A $10,500 loss was recognized during the fourth quarter of 2018 due to the enactment of default provision. A total of $15,000 of principal was converted into an aggregate of 31,250 shares of common stock at various dates between November 6, 2017 and November 13, 2017, and another $35,000 of principal was converted into an aggregate of 751,550 shares of common stock at various dates between October 12, 2018 and November 30, 2018, along with $52,581 of principal that was converted into an aggregate of 4,099,700 shares of common stock at various dates between January 11, 2019 and June 27, 2019. Currently in default. 2,209 10,500 Total convertible notes payable 458,629 309,637 Less unamortized derivative discounts: 297,881 - Convertible notes payable 160,748 309,637 Less: current portion 160,748 309,637 Convertible notes payable, less current portion $ - $ - |
Recognized interest expense | December 31, December 31, 2019 2018 Interest on convertible notes $ 68,666 $ 22,765 Amortization of debt discounts 321,912 366,653 Loss on default provisions - 25,500 Interest on credit cards 1,971 369 Total interest expense $ 392,549 $ 415,287 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Liability [Abstract] | |
Summary of changes in fair market value derivative liability | Derivative Liability Total Balance, December 31, 2017 $ 2,255,781 Increase in derivative value due to issuances of convertible promissory notes 336,643 Change in fair market value of derivative liabilities due to the mark to market adjustment (702,493 ) Debt conversions (199,627 ) Balance, December 31, 2018 $ 1,690,304 Increase in derivative value due to issuances of convertible promissory notes 463,393 Change in fair market value of derivative liabilities due to the mark to market adjustment (344,814 ) Debt conversions (321,753 ) Balance, December 31, 2019 $ 1,487,130 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of information common stock warrants outstanding | Shares Underlying Shares Underlying Warrants Outstanding Warrants Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $0.09-$62.50 3,890,000 5.87 $0.97 3,890,000 $0.97 |
Fair value of warrant grant is estimated weighted average assumptions | December 31, December 31, 2019 2018 Average risk-free interest rates N/A 2.73 % Average expected life (in years) N/A 3.78 |
Summary of activity outstanding common stock warrants | Weighted Average Number of Exercise Shares Price Balance, December 31, 2017 257,760 $ 29.85 Warrants granted 3,656,000 0.09 Warrants exercised (12,000 ) (0.0025 ) Balance, December 31, 2018 3,901,760 $ 2.05 Warrants expired (11,760 ) (362.50 ) Balance, December 31, 2019 3,890,000 $ 0.97 Exercisable, December 31, 2019 3,890,000 $ 0.97 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Deferred tax asset | December 31, December 31, 2019 2018 Deferred tax assets: Net operating loss carry forwards $ 1,190,700 $ 1,108,170 Net deferred tax assets before valuation allowance $ 1,190,700 $ 1,108,170 Less: Valuation allowance (1,190,700 ) (1,108,170 ) Net deferred tax assets $ - $ - |
Reconciliation between the amounts of income tax | December 31, December 31, 2019 2018 Federal and state statutory rate 21 % 21 % Change in valuation allowance on deferred tax assets (21 %) (21 %) |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Warrants issued for services, related parties | $ 0 | $ 272,585 |
Warrants issued for services | 0 | 24,359 |
Total stock based compensation | $ 0 | $ 296,944 |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Advertising and promotion expense | $ 51,613 | $ 66,244 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Going Concern | ||
Accumulated deficit | $ (17,102,168) | $ (16,727,698) |
Working capital deficit | $ (1,840,041) |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Board of Directors Chairman | ||
Amount owed | $ 31,826 | $ 30,006 |
Reimbursable expenses | 1,075 | 1,075 |
Chief Executive Officer | ||
Reimbursable expenses | $ 734 | $ 753 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | |||
Cash | $ 71,197 | $ 86,827 | |
Total assets | 71,197 | 86,827 | |
Liabilities | |||
Convertible note payable, net of discounts | 160,748 | 309,637 | |
Derivative liabilities | 1,487,130 | 1,690,304 | $ 2,255,781 |
Total liabilities | 1,647,878 | 1,999,941 | |
Level 1 | Fair Value, Measurements, Recurring | |||
Assets | |||
Cash | 71,197 | 86,827 | |
Total assets | 71,197 | 86,827 | |
Liabilities | |||
Convertible note payable, net of discounts | 0 | 0 | |
Derivative liabilities | 0 | 0 | |
Total liabilities | 0 | 0 | |
Net assets and liabilities | 71,197 | 86,827 | |
Level 2 | Fair Value, Measurements, Recurring | |||
Assets | |||
Cash | 0 | 0 | |
Total assets | 0 | 0 | |
Liabilities | |||
Convertible note payable, net of discounts | 160,748 | 309,637 | |
Derivative liabilities | 0 | 0 | |
Total liabilities | 160,748 | 309,637 | |
Net assets and liabilities | (160,748) | (309,637) | |
Level 3 | Fair Value, Measurements, Recurring | |||
Assets | |||
Cash | 0 | 0 | |
Total assets | 0 | 0 | |
Liabilities | |||
Convertible note payable, net of discounts | 0 | 0 | |
Derivative liabilities | 1,487,130 | 1,690,304 | |
Total liabilities | 1,487,130 | 1,690,304 | |
Net assets and liabilities | $ (1,487,130) | $ (1,690,304) |
Patent Rights and Applications
Patent Rights and Applications (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Patents | |
Estimated useful life | 17 years |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total convertible note payable | $ 458,629 | $ 309,637 |
Less unamortized debt derivative discounts | 297,881 | 0 |
Convertible note payable | 160,000 | 309,637 |
Less: current portion | (160,748) | (309,637) |
Convertible note payable, less current portion | 0 | 0 |
Convertible Note Payable 1 | ||
Total convertible note payable | 150,000 | 0 |
Convertible Note Payable 2 | ||
Total convertible note payable | 25,750 | 0 |
Convertible Note Payable 3 | ||
Total convertible note payable | 43,000 | 0 |
Convertible Note Payable 4 | ||
Total convertible note payable | 38,000 | 0 |
Convertible Note Payable 5 | ||
Total convertible note payable | 36,050 | 0 |
Convertible Note Payable 6 | ||
Total convertible note payable | 38,000 | 0 |
Convertible Note Payable 7 | ||
Total convertible note payable | 0 | 0 |
Convertible Note Payable 8 | ||
Total convertible note payable | 42,640 | 0 |
Convertible Note Payable 9 | ||
Total convertible note payable | 0 | 0 |
Convertible Note Payable 10 | ||
Total convertible note payable | 5,616 | 94,080 |
Convertible Note Payable 11 | ||
Total convertible note payable | 60,000 | 60,000 |
Convertible Note Payable 12 | ||
Total convertible note payable | 0 | 30,000 |
Convertible Note Payable 13 | ||
Total convertible note payable | 17,364 | 30,000 |
Convertible Note Payable 14 | ||
Total convertible note payable | 0 | 30,000 |
Convertible Note Payable 15 | ||
Total convertible note payable | 0 | 55,057 |
Convertible Note Payable 16 | ||
Total convertible note payable | $ 2,209 | $ 10,500 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Interest on convertible notes | $ 68,666 | $ 22,765 |
Amortization of debt discounts | 321,912 | 366,653 |
Loss on default provisions | 0 | 25,500 |
Interest on credit cards | 1,971 | 369 |
Total interest expense | $ 392,549 | $ 415,287 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Total debt discounts | $ 481,211 | $ 300,000 |
Interest expense | $ 321,912 | $ 366,653 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Liability [Abstract] | ||
Beginning Balance | $ 1,690,304 | $ 2,255,781 |
Increase in derivative value due to issuances of convertible promissory notes | 463,393 | 336,643 |
Change in fair market value of derivative liabilities due to the mark to market adjustment | (344,814) | (702,493) |
Debt conversions | (321,753) | (199,627) |
Ending Balance | $ 1,487,130 | $ 1,690,304 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Liability [Abstract] | ||
Derivative liabilities | $ 1,487,130 | $ 1,690,304 |
Change in derivative liabilities | (344,814) | (702,493) |
Change in fair market value of derivative liabilities due to the mark to market adjustment | (344,814) | (702,493) |
Change in fair market value attributable to the warrants | 207,756 | 766,632 |
Change in fair market value on convertible notes adjustment | $ 137,058 | $ (64,139) |
Common Stock Warrants (Details)
Common Stock Warrants (Details) - Common Stock Warrants | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Shares underlying warrants outstanding | shares | 3,890,000 |
Weighted average remaining contractual life | 5 years 10 months 13 days |
Weighted average excercise price | $ .97 |
Shares underlying warrants exercisable | shares | 3,890,000 |
Weighted average exercise price | $ .97 |
Minimum | |
Range of exercise prices | .09 |
Maximum | |
Range of exercise prices | $ 62.50 |
Common Stock Warrants (Details
Common Stock Warrants (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Average risk-free interest rates | 0.00% | 2.73% |
Average expected life (in years) | 0 years | 3 years 9 months 11 days |
Common Stock Warrants (Detail_2
Common Stock Warrants (Details 2) - Common Stock Warrants - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants outstanding, beginning | 3,901,760 | 257,760 |
Warrants cancelled | $ 0 | |
Warrants expired | (11,760) | |
Warrants granted | 0 | 3,656,000 |
Warrants exercised | 0 | (12,000) |
Warrant outstanding, ending | 3,890,000 | 3,901,760 |
Exercisable | 3,890,000 | 3,901,760 |
Warrants outstanding weighted average exercise price, beginning | $ 2.05 | $ 29.85 |
Warrants cancelled weighted average exercise price | (.00) | |
Warrants expired weighted average exercise price | (362.50) | |
Warrants granted weighted average exercise price | .00 | 0.09 |
Warrants exercised weighted average exercise price | (.00) | (0.0025) |
Warrants outstanding weighted average exercise price, Ending balance | .97 | 2.05 |
Warrants exercisable weighted average exercise price, ending | $ .97 | $ 2.05 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 1,190,700 | $ 1,108,170 |
Net deferred tax assets before valuation allowance | 1,190,700 | 1,108,170 |
Less: Valuation allowance | (1,190,700) | (1,108,170) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal and state statutory rate | 21.00% | 21.00% |
Change in valuation allowance on deferred tax assets | (21.00%) | (21.00%) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal net operating losses | $ 5,670,000 | $ 5,277,000 |
Federal net operating losses expire | Jan. 1, 2031 |