Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 19, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55453 | |
Entity Registrant Name | ENDONOVO THERAPEUTICS, INC. | |
Entity Central Index Key | 0001528172 | |
Entity Tax Identification Number | 45-2552528 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 6320 Canoga Avenue | |
Entity Address, Address Line Two | 15th Floor | |
Entity Address, City or Town | Woodland Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91367 | |
City Area Code | (800) | |
Local Phone Number | 489-4774 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 72,013,761 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 5,732 | $ 13,420 |
Accounts receivable, net of allowance for doubtful accounts of $0 | 7,092 | 942 |
Prepaid expenses and other current assets | 49,725 | 31,825 |
Total current assets | 62,549 | 46,187 |
Property, Plant and Equipment, net | 1,580 | |
Patents, net | 2,074,084 | 2,559,268 |
Total assets | 2,136,633 | 2,607,035 |
Current liabilities | ||
Accounts payable | 753,041 | 700,932 |
Accrued interest | 2,334,302 | 1,904,136 |
Deferred compensation | 3,970,056 | 3,384,117 |
Notes payable, net of discounts of $48,927 and $201,157 as of September 30, 2021, and December 31, 2020 | 6,639,056 | 6,491,039 |
Notes payable – former related party | 132,600 | 143,000 |
Derivative liability | 6,446,149 | 4,202,597 |
Total current liabilities | 20,275,204 | 16,825,821 |
Acquisition payable | 79,825 | 155,000 |
Total liabilities | 20,355,029 | 16,980,821 |
COMMITMENTS AND CONTINGENCIES, note 10 | ||
Shareholders’ deficit | ||
Preferred value | ||
Common stock, $0.0001 par value; 2,500,000,000 shares authorized; 69,193,105 and 24,536,689 shares issued and outstanding as of September 30, 2021, and December 31, 2020 | 6,920 | 2,453 |
Additional paid-in capital | 40,615,974 | 38,963,827 |
Stock subscriptions | (1,570) | (1,570) |
Accumulated deficit | (58,839,746) | (53,338,522) |
Total shareholders’ deficit | (18,218,396) | (14,373,786) |
Total liabilities and shareholders’ deficit | 2,136,633 | 2,607,035 |
Super AA Super Voting Preferred Stock [Member] | ||
Shareholders’ deficit | ||
Preferred value | 25 | 25 |
Series B Convertible Preferred Stock [Member] | ||
Shareholders’ deficit | ||
Preferred value | 1 | 1 |
Series C Convertible Preferred Stock [Member] | ||
Shareholders’ deficit | ||
Preferred value | ||
Series D Convertible Preferred Stock [Member] | ||
Shareholders’ deficit | ||
Preferred value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts receivable | $ 0 | $ 0 |
Discounts on notes payable current | $ 48,927 | $ 201,157 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 69,193,105 | 24,536,689 |
Common stock, shares outstanding | 69,193,105 | 24,536,689 |
Super AA Super Voting Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 25,000 | 25,000 |
Preferred stock, shares outstanding | 25,000 | 25,000 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 600 | 600 |
Preferred stock, shares outstanding | 600 | 600 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 8,000 | 8,000 |
Preferred stock, shares issued | 738 | 763 |
Preferred stock, shares outstanding | 738 | 763 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 305 | 305 |
Preferred stock, shares outstanding | 305 | 305 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 7,790 | $ 39,980 | $ 72,789 | $ 154,296 |
Cost of revenue | 3,103 | 760 | 6,124 | 18,320 |
Gross profit | 4,687 | 39,220 | 66,665 | 135,976 |
Operating expenses | 696,943 | 986,019 | 1,919,418 | 2,364,213 |
Loss from operations | (692,256) | (946,799) | (1,852,753) | (2,228,237) |
Other income (expense) | ||||
Change in fair value of derivative liability | (542,346) | 416,370 | (2,962,795) | 6,016,625 |
Gain (loss) on settlement of debt | (42,460) | (47,602) | 28,536 | (564,385) |
Other expense | (58,902) | (58,902) | ||
Interest expense, net | (246,612) | (432,108) | (714,212) | (1,530,375) |
Other income (expense) | (831,418) | (122,242) | (3,648,471) | 3,862,963 |
Income (Loss) before income taxes | (1,523,674) | (1,069,041) | (5,501,224) | 1,634,726 |
Provision for income taxes | ||||
Net Income (loss) income | $ (1,523,674) | $ (1,069,041) | $ (5,501,224) | $ 1,634,726 |
Basic Income (Loss) per share | $ (0.02) | $ (0.07) | $ (0.10) | $ 0.17 |
Diluted Income (Loss) per share | $ (0.02) | $ (0.07) | $ (0.10) | $ (0.15) |
Weighted average common share outstanding: | ||||
Basic | 66,291,292 | 16,137,373 | 55,303,026 | 9,621,530 |
Diluted | 66,291,292 | 16,137,373 | 55,303,026 | 23,575,380 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net (Loss) Income | $ (5,501,224) | $ 1,634,726 |
Adjustments to reconcile net (loss) income to cash used in operating activities: | ||
Depreciation and amortization expense | 486,764 | 488,616 |
Stock compensation expense | 61,453 | 400,108 |
Fair value of commitment shares issued with debt | 70,971 | |
Fair value of equity issued for services | 95,250 | 13,067 |
Loss (gain) on extinguishment of debt | (28,536) | 564,385 |
Amortization of note discount and original issue discount | 103,659 | 50,348 |
Amortization of discount on Series C Preferred stock liability | 248 | |
Non-cash interest expense | 713,462 | |
Change in fair value of derivative liability | 2,962,795 | (6,016,625) |
Changes in assets and liabilities: | ||
Accounts receivable | (6,150) | 21,800 |
Deposit | (2,500) | |
Prepaid expenses and other current assets | (17,900) | 18,320 |
Account payable | 52,109 | 82,006 |
Accrued interest | 539,582 | 766,319 |
Deferred compensation | 585,939 | 716,986 |
Net cash used in operating activities | (595,288) | (548,734) |
Financing activities: | ||
Proceeds from the issuance of notes payable | 475,000 | 401,424 |
Repayments to former related-party of notes payable | (10,400) | (19,000) |
Repayments of convertible debt in cash | (3,000) | |
Proceeds from issuance of common stock and units | 126,000 | 100,000 |
Proceeds from issuance of preferred stock | 50,000 | |
Net cash provided by financing activities | 587,600 | 532,424 |
Net decrease in cash | (7,688) | (16,310) |
Cash, beginning of year | 13,420 | 18,893 |
Cash, end of period | 5,732 | 2,583 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-Cash Investing and Financing Activities: | ||
Conversion of notes payable and accrued interest to common stock | 458,335 | 1,357,573 |
Issuance of common stock to settle debt | 127,522 | |
Conversion of Preferred C Stock to common stock | 33,333 | 1,400,934 |
Issuance of common stock to Preferred C Stock inducement | 8,152 | |
Exchange of note and accrued interest to new convertible note | $ 316,494 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($) | Series AA Preferred Stock [Member]Preferred Stock [Member] | Series B Convertible Preferred Stock [Member]Preferred Stock [Member] | Series D Convertible Preferred Stock [Member]Preferred Stock [Member] | Series C Convertible Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 25 | $ 1 | $ 118 | $ 32,432,392 | $ (1,570) | $ (52,934,786) | $ (20,503,820) | ||
Beginning balance, shares at Dec. 31, 2019 | 25,000 | 600 | 255 | 1,189,204 | |||||
Reclassification Preferred Series C | 2,418,269 | 2,418,269 | |||||||
Reclassification Preferred Series C, shares | 1,814 | ||||||||
Shares issued for Preferred Series D | 50,000 | 50,000 | |||||||
Shares issued for Preferred Series D, shares | 50 | ||||||||
Shares issued for conversion of notes payable and accrued interest | $ 439 | 2,545,275 | 2,545,714 | ||||||
Shares issued for conversion of notes payable and accrued interest, shares | 4,388,291 | ||||||||
Shares issued for conversion of Preferred Series C to Common share | $ 164 | (164) | |||||||
Shares issued for conversion of Preferred Series C to common share, shares | (936) | 1,636,166 | |||||||
Valuation of stock options issued for services | 9,567 | 9,567 | |||||||
Net income (loss) | 4,338,418 | 4,338,418 | |||||||
Ending balance, value at Mar. 31, 2020 | $ 25 | $ 1 | $ 721 | 37,455,339 | (1,570) | (48,596,368) | (11,141,852) | ||
Ending balance, shares at Mar. 31, 2020 | 25,000 | 600 | 305 | 878 | 7,213,661 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 25 | $ 1 | $ 118 | 32,432,392 | (1,570) | (52,934,786) | (20,503,820) | ||
Beginning balance, shares at Dec. 31, 2019 | 25,000 | 600 | 255 | 1,189,204 | |||||
Common stock issued for services | $ 39,500 | ||||||||
Common stock issued for services, shares | 385,000 | ||||||||
Net income (loss) | $ 1,634,726 | ||||||||
Ending balance, value at Sep. 30, 2020 | $ 25 | $ 1 | $ 1,731 | 38,545,743 | (1,570) | (51,308,212) | (12,762,282) | ||
Ending balance, shares at Sep. 30, 2020 | 25,000 | 600 | 305 | 763 | 17,303,952 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 25 | $ 1 | $ 721 | 37,455,339 | (1,570) | (48,596,368) | (11,141,852) | ||
Beginning balance, shares at Mar. 31, 2020 | 25,000 | 600 | 305 | 878 | 7,213,661 | ||||
Shares issued for conversion of notes payable and accrued interest | $ 335 | 475,627 | 475,962 | ||||||
Shares issued for conversion of notes payable and accrued interest, shares | 3,353,044 | ||||||||
Shares issued for conversion of Preferred Series C to Common share | $ 99 | 27 | 126 | ||||||
Shares issued for conversion of Preferred Series C to common share, shares | (105) | 985,322 | |||||||
Restricted shares issued as inducement to Series C | $ 6 | 8,146 | (8,152) | ||||||
Restricted shares issued as inducement to Series C, shares | 58,428 | ||||||||
Common stock issued for services | $ 3 | 3,497 | 3,500 | ||||||
Common stock issued for services, shares | 25,000 | ||||||||
Commitment shares | $ 39 | 55,501 | 55,540 | ||||||
Commitment shares, shares | 385,963 | ||||||||
Common Shares issued for debt settlement | $ 41 | 58,814 | 58,855 | ||||||
Common Shares issued for debt, shares | 409,000 | ||||||||
Net income (loss) | (1,634,651) | (1,634,651) | |||||||
Ending balance, value at Jun. 30, 2020 | $ 25 | $ 1 | $ 1,244 | 38,056,951 | (1,570) | (50,239,171) | (12,182,520) | ||
Ending balance, shares at Jun. 30, 2020 | 25,000 | 600 | 305 | 773 | 12,430,418 | ||||
Shares issued for conversion of notes payable and accrued interest | $ 76 | 70,334 | 70,410 | ||||||
Shares issued for conversion of notes payable and accrued interest, shares | 759,669 | ||||||||
Shares issued for conversion of Preferred Series C to Common share | $ 13 | (13) | |||||||
Shares issued for conversion of Preferred Series C to common share, shares | (10) | 133,334 | |||||||
Valuation of stock options issued for services | 20,490 | 20,490 | |||||||
Common stock issued for services | $ 36 | 35,964 | 36,000 | ||||||
Common stock issued for services, shares | 360,000 | ||||||||
Commitment shares | $ 39 | 42,340 | 42,379 | ||||||
Commitment shares, shares | 385,963 | ||||||||
Shares issued for exchange of stock options | $ 150 | 164,850 | 165,000 | ||||||
Shares issued for exchange of stock options, shares | 1,500,000 | ||||||||
Shares issued as inducement to note holder | $ 50 | 54,950 | 55,000 | ||||||
Shares issued as inducement to note holder, shares | 500,000 | ||||||||
Stock-based compensation | $ 123 | 99,877 | 100,000 | ||||||
Common stock issued for cash, shares | 1,234,568 | ||||||||
Net income (loss) | (1,069,041) | (1,069,041) | |||||||
Ending balance, value at Sep. 30, 2020 | $ 25 | $ 1 | $ 1,731 | 38,545,743 | (1,570) | (51,308,212) | (12,762,282) | ||
Ending balance, shares at Sep. 30, 2020 | 25,000 | 600 | 305 | 763 | 17,303,952 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 25 | $ 1 | $ 2,453 | 38,963,827 | (1,570) | (53,338,522) | (14,373,786) | ||
Beginning balance, shares at Dec. 31, 2020 | 25,000 | 600 | 305 | 763 | 24,536,689 | ||||
Shares issued for conversion of notes payable and accrued interest | $ 1,769 | 831,429 | 833,198 | ||||||
Shares issued for conversion of notes payable and accrued interest, shares | 17,686,548 | ||||||||
Valuation of stock options issued for services | 20,471 | 20,471 | |||||||
Stock-based compensation | $ 700 | 125,300 | 126,000 | ||||||
Common stock issued for cash, shares | 7,000,000 | ||||||||
Shares issued as commitment to note holders | $ 230 | 101,652 | 101,882 | ||||||
Shares issued as commitment to note holders, shares | 2,300,334 | ||||||||
Net income (loss) | (2,680,881) | (2,680,881) | |||||||
Ending balance, value at Mar. 31, 2021 | $ 25 | $ 1 | $ 5,152 | 40,042,679 | (1,570) | (56,019,403) | (15,973,116) | ||
Ending balance, shares at Mar. 31, 2021 | 25,000 | 600 | 305 | 763 | 51,523,571 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 25 | $ 1 | $ 2,453 | 38,963,827 | (1,570) | (53,338,522) | $ (14,373,786) | ||
Beginning balance, shares at Dec. 31, 2020 | 25,000 | 600 | 305 | 763 | 24,536,689 | ||||
Common stock issued for cash, shares | 2,500,000 | ||||||||
Net income (loss) | $ (5,501,224) | ||||||||
Ending balance, value at Sep. 30, 2021 | $ 25 | $ 1 | $ 6,920 | 40,615,974 | (1,570) | (58,839,746) | (18,218,396) | ||
Ending balance, shares at Sep. 30, 2021 | 25,000 | 600 | 305 | 738 | 69,193,105 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 25 | $ 1 | $ 5,152 | 40,042,679 | (1,570) | (56,019,403) | (15,973,116) | ||
Beginning balance, shares at Mar. 31, 2021 | 25,000 | 600 | 305 | 763 | 51,523,571 | ||||
Shares issued for conversion of notes payable and accrued interest | $ 381 | 116,165 | 116,546 | ||||||
Shares issued for conversion of notes payable and accrued interest, shares | 3,804,103 | ||||||||
Shares issued for conversion of Preferred Series C to Common share | $ 111 | (111) | |||||||
Shares issued for conversion of Preferred Series C to common share, shares | (25) | 1,111,111 | |||||||
Valuation of stock options issued for services | 20,491 | 20,491 | |||||||
Common Shares issued for debt settlement | $ 152 | 57,576 | 57,728 | ||||||
Common Shares issued for debt, shares | 1,515,152 | ||||||||
Shares issued as commitment to note holders | $ 20 | 6,280 | 6,300 | ||||||
Shares issued as commitment to note holders, shares | 200,000 | ||||||||
Shares issued as settlement of debt with former related party | $ 251 | 84,446 | 84,697 | ||||||
Shares issued as settlement of debt with former related party, shares | 2,505,834 | ||||||||
Net income (loss) | (1,296,669) | (1,296,669) | |||||||
Ending balance, value at Jun. 30, 2021 | $ 25 | $ 1 | $ 6,067 | 40,327,526 | (1,570) | (57,316,072) | (16,984,023) | ||
Ending balance, shares at Jun. 30, 2021 | 25,000 | 600 | 305 | 738 | 60,659,771 | ||||
Shares issued for conversion of notes payable and accrued interest | $ 420 | 126,040 | 126,460 | ||||||
Shares issued for conversion of notes payable and accrued interest, shares | 4,200,000 | ||||||||
Stock-based compensation | 20,491 | 20,491 | |||||||
Common shares issued pursuant to consulting agreement | $ 250 | 95,000 | 95,250 | ||||||
Common shares issued pursuant to consulting agreement, shares | 2,500,000 | ||||||||
Common shares issued as commitment to note holders | $ 183 | 46,917 | 47,100 | ||||||
Common shares issued as commitment to note holders, shares | 1,833,334 | ||||||||
Net income (loss) | (1,523,674) | (1,523,674) | |||||||
Ending balance, value at Sep. 30, 2021 | $ 25 | $ 1 | $ 6,920 | $ 40,615,974 | $ (1,570) | $ (58,839,746) | $ (18,218,396) | ||
Ending balance, shares at Sep. 30, 2021 | 25,000 | 600 | 305 | 738 | 69,193,105 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Note 1 - Organization and Nature of Business Endonovo Therapeutics, Inc. (Endonovo or the “Company”) is an innovative biotechnology company that has developed a bio-electronic approach to regenerative medicine. Endonovo is a growth stage company whose stock is publicly traded (OTCQB: ENDV). The Company develops, manufactures, and distributes evolutionary medical devices focused on the rapid healing of wounds and reduction of pain, edema, and inflammation in the human body. The Company’s non-invasive bioelectric medical devices are designed to target inflammation, cardiovascular diseases, chronic kidney disease, and central nervous system disorders (“CNS” disorders). The Company’s non-invasive Electroceutical® therapeutics device, SofPulse®, using pulsed short-wave radiofrequency at 27.12 MHz has been FDA-Cleared and CE Marked for the palliative treatment of soft tissue injuries and post-operative plain and edema, and has CMS National Coverage for the treatment of chronic wounds. The Company’s current portfolio of pre-clinical stage Electroceutical® therapeutics devices address chronic kidney disease, liver disease non-alcoholic steatohepatitis (NASH), cardiovascular and peripheral artery disease (PAD) and ischemic stroke. Endonovo’s core mission is to transform the field of medicine by developing safe, wearable, non-invasive bioelectric medical devices that deliver the Company’s Electroceutical ® ® bioelectricity |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of significant accounting policies | Note 2 – Summary of significant accounting policies Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated financial statements as of September 30, 2021, and 2020, are unaudited; however, in the opinion of management such interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The accompanying financial information should be read in conjunction with the financial statements and the notes thereto in the Company’s most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2021. The results of operations for the period presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year. Liquidity and Going Concern The Company’s unaudited condensed consolidated financial statements are prepared using GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. As of September 30, 2021, the Company had cash of approximately $ 6,000 20.2 0.6 58.8 During the nine months ended September 30, 2021, the Company has raised approximately $ 0.6 No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management is commercializing its FDA cleared and CE marked products and has commenced implementing its business plan to materialize revenues from potential, future, license agreements, has raised capital through the sale of its common stock, and the issuance of convertible promissory notes. In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds. Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, the valuation of warrants and stock options, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates. Earnings (Loss) Per Share The Company utilizes Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings (loss) per share is computed based on the earnings (loss) attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted earnings (loss) per common share is calculated similar to basic earnings (loss) per share except that the denominator is increased to include additional common share equivalents available upon exercise of stock option, warrants, common shares issuable under convertible debt and restricted stock using the treasury stock method. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common share equivalents if their effect would be anti-dilutive. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. Securities that are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been antidilutive for the nine months ended September 30, 2021, include stock options, warrants, and notes payable. The Company has 3,013,730 26,115 96,533 56,914 The components of basic and diluted earnings per share for the nine months ended September 30, 2021, and 2020 were as follows: Schedule of Earnings (Loss) Per Share 2021 2020 Nine months ended September 30, 2021 2020 Numerator: Net income (loss) attributable to common shareholders $ (5,501,224 ) $ 1,634,726 Effect of dilutive securities Convertible notes - (5,063,936 ) Net loss for diluted earnings per share $ (5,501,224 ) $ (3,429,210 ) Denominator: Weighted-average number of common shares outstanding during the period 55,303,026 9,621,530 Dilutive effect of convertible notes payable - 13,953,850 Common stock and common stock equivalents used for diluted earnings per share 55,303,026 23,575,380 Accounts Receivable The Company uses the specific identification method for recording the provision for doubtful accounts, which was $ 0 as of September 30, 2021, and December 31, 2020. Account receivables are written off when all collection attempts have failed. Research and Development Costs relating to the development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development 0 and $ 3,283 for the nine months ended September 30, 2021, and 2020, respectively, and are included in operating expenses in the condensed consolidated statements of operations. Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) Recently Issued Accounting Pronouncements Accounting Principles Not Yet Adopted In May 2021, the FASB issued ASU 2021-04 ASU 2021-04 Newly Adopted Accounting Principles In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. In addition, ASU 2020-06 amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Amendments also affects the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments are effective for public entities excluding smaller reporting companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods. The Company adopted the new standard update on January 1, 2021, which did not result in a material impact on the Company’s condensed consolidated results of operations, financial position, and cash flows. In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The objective of this standard update is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. This ASU also attempts to improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This standard update is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2021, and the impact of adoption was not material to the Company’s financial position, results of operations and cash flows. The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements. Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 3 - Revenue Recognition Contracts with Customers The Company adopted ASC 606, Revenue from Contracts with Customers . The Company routinely plan on entering into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and in most cases prices for the products and services that we offer. The Company’s performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. The Company identified performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. The Company generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time, the Company has an unconditional right to receive payment. The Company’s sales and sale prices are final, and our prices are not affected by contingent events that could impact the transaction price. Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. In connection with offering products and services provided to the end user by third-party vendors, the Company reviews the relationship between us, the vendor, and the end user to assess whether revenue should be reported on a gross or net basis. In asserting whether revenue should be reported on a gross or net basis, the Company considers whether the Company acts as a principal in the transaction and control the goods and services used to fulfill the performance obligation(s) associated with the transaction. Sources of Revenue The Company has identified the following revenues by revenue source: 1. Medical care providers As of September 30, 2021, and 2020, the sources of revenue were as follows: Schedule of Source of Revenue Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Direct sales- Medical care providers, gross $ 7,790 $ 39,980 $ 72,789 $ 154,296 Total sources of revenue $ 7,790 $ 39,980 $ 72,789 $ 154,296 Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) Warranty Our general product warranties do not extend beyond an assurance that the product delivered will be consistent with stated specifications and do not include separate performance obligations. Significant Judgments in the Application of the Guidance in ASC 606 There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon shipment of the product to the customer. This is consistent with the time in which the customer obtains control of the products. Performance obligations are also generally settled quickly after the purchase order acceptance, therefore the value of unsatisfied performance obligations at the end of any reporting period is generally immaterial. We consider variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products in the periods in which the related revenue is recognized and adjusted in future periods as necessary. Practical Expedients Our payment terms for sales direct to distributors are substantially less than the one-year collection period that falls within the practical expedient in determination of whether a significant financing component exists. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 4 – Property, Plant and Equipment The following is a summary of equipment, at cost, less accumulated depreciation at September 30, 2021, and December 31, 2020: Summary of Property, Plant and Equipment September 30, December 31, Autos $ 64,458 $ 64,458 Medical equipment 13,969 13,969 Other equipment 11,367 11,367 Property, Plant and Equipment, gross 89,794 89,794 Less accumulated depreciation 89,794 88,214 Property, Plant and Equipment, net $ - $ 1,580 Depreciation expense for the nine months ended September 30, 2021, and 2020 was $ 1,580 3,432 Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) |
Patents
Patents | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | Note 5 – Patents In December 2017, we acquired from Rio Grande Neurosciences, Inc. (RGN) a patent portfolio for $ 4,500,000 2024 Schedule of Patents September 30, December 31, Patents $ 4,500,000 $ 4,500,000 Less accumulated amortization 2,425,916 1,940,732 Patents, net $ 2,074,084 $ 2,559,268 Amortization expense associated with patents was $ 485,184 The estimated future amortization expense related to patents as of September 30, 2021, is as follows: Schedule of Estimated Future Amortization Expense Twelve Months Ending September 30, Amount 2021 $ 646,910 2022 646,910 2023 646,910 2024 133,354 Total $ 2,074,084 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6- Notes Payable Notes Payable During the nine months ended September 30, 2021, the Company issued five (5) fixed rate promissory notes totaling $ 475,000 475,000 original terms of twelve months and interest rates of 15 During the nine months ended September 30, 2021, the Company amended the terms of two of its promissory notes to accelerate the conversion feature and amend the conversion price of the instruments. The Company recorded the modification in accordance with ASC 470-50 Debt-Modifications and Extinguishments 58,407 During the nine months ended September 30, 2021, the Company settled one of its promissory notes by issuing 1,515,152 15 128,000 Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) During the nine months ended September 30, 2021, the Company paid $ 3,000 During the nine months ended September 30, 2021, the Company converted $ 358,443 99,892 25,690,651 The gross amount of all convertible notes with variable conversion rates outstanding as of September 30, 2021 is $ 4,770,926 , of which $ 2,660,476 are past maturity. Notes payable to a former related party in the aggregate amount of $ 132,600 were outstanding at September 30, 2021, which are past maturity date. The notes bear interest between 10 % and 12 % per annum. During the nine months ended September 30, 2021, the Company paid $ 10,400 in principal to this former related party. As of September 30, 2021, fixed rate notes payable outstanding totaled $ 1,292,154 85,154 Schedule of Notes Payable September 30, December 31, 2020 Notes payable at beginning of period $ 6,835,196 $ 6,874,795 Notes payable issued 475,000 1,364,611 Liquidated damages - 452,095 Note modification - 25,190 Loan fees added to note payable - 120,389 Repayments of notes payable in cash (13,400 ) (22,000 ) Settlements on note payable (117,770 ) (697,253 ) Less amounts converted to stock (358,443 ) (1,282,631 ) Notes payable at end of period 6,820,583 6,835,196 Less debt discount (48,927 ) (201,157 ) $ 6,771,656 $ 6,634,039 Notes payable issued to a former related party $ 132,600 $ 143,000 Notes payable issued to non-related parties $ 6,639,056 $ 6,491,039 The maturity dates on the notes-payable are as follows: Schedule of Maturity Dates of Notes Payable Notes to 12 months ending, Former Related party Non-related parties Total Past due $ 132,600 $ 3,370,533 $ 3,503,133 September 30, 2022 - 3,317,450 3,317,450 $ 132,600 $ 6,687,983 $ 6,820,583 Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) |
Shareholders_ Deficit
Shareholders’ Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholders’ Deficit | Note 7 - Shareholders’ Deficit Preferred Stock The Company has authorized 5,000,000 Schedule of Preferred Stock Number of Number of Shares Outstanding Shares Authorized at September 30, 2021 Par Value Liquidation Value Series AA 1,000,000 25,000 $ 0.0010 $ - Preferred Series B 50,000 600 $ 0.0001 $ 100 Preferred Series C 8,000 738 $ 0.0001 $ 1,000 Preferred Series D 20,000 305 $ 0.0001 $ 1,000 Undesignated 3,922,000 - - - Series AA Preferred Shares On February 22, 2013, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million ( 1,000,000 0.001 Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. 25,000 Series B Convertible Preferred Stock On February 7, 2017, the Company filed a certificate of designation for 50,000 75 three-year 150 100 600 Series C Convertible Redeemable Preferred Stock On December 22, 2017, the Company filed a certificate of designation for 8,000 20.00 1,000 the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. The C Preferred does not have any rights to vote with the common stock. Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) Upon liquidation, the holder of Series C, shall be entitled to receive an amount equal to the stated value, $ 1,000 During the nine months ended September 30, 2021, and 2020, the Company converted 25 1,051 1,111,111 2,754,822 738 Series D Convertible Preferred Stock On November 11, 2019, the Company filed a certificate of designation for 20,000 0.01 The Series D holders have no voting rights. Upon liquidation, the holder of Series D, shall be entitled to receive an amount equal to the stated value, $ 1,000 305 Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) Common Stock Equity Purchase Line Agreement On May 18, 2020, the Company and Cavalry Fund I LP (the “investor”) entered into an Equity Line Purchase Agreement (“ELPA”) pursuant to which the investor committed to purchase, subject to certain restrictions and conditions, up to $ 10,000,000 The Company agreed to issue shares of its common stock (the “commitment shares”) to the investor having a market value of 5% of the commitment ($ 500,000 3,859,630 385,963 3,000,000 The ELPA provides that at any time after the effective date of the registration statement and provided the closing sale price of the common shares on the OTCQB is not below $ 0.01 300,000 400,000 0.25 500,000 0.40 Under the ELPA the Company has the right to submit a regular purchase notice to the investor as often as every business day. The payment for the shares covered by each put notice will generally occur on the day following the put notice. The ELPA contains provisions which allow for the Company to make additional puts beyond the regular purchase amount at greater discounts to the market price of the common stock as forth in the ELPA. The ELPA requires the Company to apply at least 50 Activity during the nine months ended September 30, 2021 During the nine months ended September 30, 2021, the Company issued 25,690,651 458,335 During the nine months ended September 30, 2021, the Company issued 4,333,668 During the nine months ended September 30, 2021, the Company issued 7,000,000 126,000 During the nine months ended September 30, 2021, the Company issued 1,111,111 33,333 During the nine months ended September 30, 2021, the Company issued 4,020,986 142,424 2,505,834 84,697 During the nine months ended September 30, 2021, the Company issued 2,500,000 Activity during the nine months ended September 30, 2020 During the nine months ended September 30, 2020, pursuant to the execution of the ELPA, the Company issued 771,926 97,918 During the nine months ended September 30, 2020, the Company issued 8,501,004 1,381,650 During the nine months ended September 30, 2020, the Company issued 2,754,822 1,400,934 During the nine months ended September 30, 2020, the Company issued 58,428 8,152 Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) During the nine months ended September 30, 2020, the Company issued 385,000 39,500 During the nine months ended September 30, 2020, the Company issued 409,000 58,855 283,000 525,000 151,496 Debt-Modifications and Extinguishments During the nine months ended September 30, 2020, the Company issued 1,234,568 100,000 During the nine months ended September 30, 2020, the Company issued 1,500,000 165,000 34,690 During the nine months ended September 30, 2020, the Company modified the terms of its promissory note with one investor, which extended the maturity date of its promissory note and the issuance of 500,000 restricted stock with a fair value of $ 55,000 . The recording of this transaction resulted in a loss on debt extinguishment of $ 55,000 per ASC 470-60 Troubled Debt Restructurings. Stock Options The balance of all stock options outstanding as of September 30, 2021, is as follows: Schedule of Stock Options Outstanding Weighted Weighted Aggregate Exercise Price Contractual Intrinsic Options Per Share Term (years) Value Outstanding at January 1, 2021 3,014,080 $ 0.37 1.67 - Granted - $ - - - Cancelled (350 ) $ 47.00 - - Exercised - $ - - - Outstanding at September 30, 2021 3,013,730 $ 0.37 0.92 $ - Exercisable at September 30, 2021 1,263,730 $ 0.67 0.95 $ - Share-based compensation expense for the nine months ended September 30, 2021, totaled approximately $ 61,000 The total unrecognized compensation expense amounts to approximately $ 137,000 On June 11, 2020, the Board of Directors approved the issuance of 74,668,000 Warrants A summary of the status of the warrants granted under these agreements at September 30, 2021, and changes during the nine months then ended is presented below: Schedule of Warrants Outstanding Outstanding Warrants Weighted Average Weighted Average Remaining Exercise Price Contractual Shares Per Share Term (years) Outstanding at January 1, 2021 39,295 $ 200.72 0.93 Granted - $ - - Cancelled (13,180 ) $ 449.15 - Exercised - $ - Outstanding at September 30, 2021 26,115 $ 76.76 0.51 Exercisable at September 30, 2021 26,115 $ 76.76 0.51 Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) |
Related Party and former relate
Related Party and former related parties Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party and former related parties Transactions | Note 8 – Related Party and former related parties Transactions One executive officer of the Company has agreed to defer a portion of his compensation until cash flow improves. As of September 30, 2021, the balance of the deferred compensation was $ 443,289 225,000 119,179 One former executive of the Company has agreed to defer a portion of his compensation until cash flow improves. As of September 30, 2021, the balance of his deferred compensation was $ 632,257 From time-to-time officer of the Company advance monies to the Company to cover costs. The balance of short-term advances due to one officer of the Company at September 30, 2021, was $ 6,529 13,405 13,405 As of September 30, 2021, notes payable remain outstanding to the former President of the Company, in the amount of $ 132,600 . As of September 30, 2021, accrued interests on these notes payable totaled $ 64,852 , and are included in accrued expenses on the condensed consolidated balance sheet. Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 – Fair Value Measurements The Company has issued Variable Debentures which contained variable conversion rates based on unknown future prices of the Company’s common stock. This results in a conversion feature. The Company measures the conversion feature using the Black Scholes option pricing model using the following assumptions: Schedule of Conversion Feature Using Black Scholes Option Pricing Model Nine months ended September 30, 2021 2020 Expected term 1 4 months 1 6 months Exercise price $ 0.012 0.030 $ 0.05 0.76 Expected volatility 177 206 157 249 Expected dividends None None Risk-free interest rate 0.06 0.13 0.03 1.54 Forfeitures None None The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future. The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases. The following table presents changes in the liabilities with significant unobservable inputs (level 3) for the nine months ended September 30, 2021: Schedule of Fair Value of Derivative Liability Derivative Liability Balance December 31, 2020 $ 4,202,597 Extinguishment (133,386 ) Debt conversion (585,857 ) Change in estimated fair value 2,962,795 Balance September 30, 2021 $ 6,446,149 Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business. Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) The Company’s balance sheet contains derivative liabilities that are recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows: Level 1: uses quoted market prices in active markets for identical assets or liabilities. Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: uses unobservable inputs that are not corroborated by market data. The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black Scholes option pricing model was used to determine the fair value. The Company records derivative liability on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation. The following table presents balances in the liabilities with significant unobservable inputs (Level 3) as of September 30, 2021: Schedule of Liabilities Significant Unobservable Inputs Fair Value Measurements Using Quoted Prices in Active Significant Other Significant Identical Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total As of September 30, 2021 Derivative liability $ - $ - $ 6,446,149 $ 6,446,149 Total $ - $ - $ 6,446,149 $ 6,446,149 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Legal Matters The Company is a defendant in a case brought by Auctus Fund, LLC seeking to enforce a variable rate convertible note dated in August 2019, which was in the original amount of $ 275,250 and claiming damages in excess of $ 500,000 , including other unspecified damages and attorney fees. The Company is vigorously defending the action and has filed an answer with counterclaims. While the matter is in its early stages and there are always uncertainties in litigation, management does not believe that the litigation will have a result significantly adverse to the Company. As of September 30, 2021, the balance of the variable rate convertible note is approximately $ 164,000 31,000 The Company is subject to certain legal proceedings, which it considers routine to its business activities. As of September 30, 2021, the Company believes, after consultation with legal counsel, that the ultimate outcome of such legal proceedings, whether individually or in the aggregate, is not likely to have a material adverse effect on the Company’s financial position, results of operations or liquidity. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 11 – Concentrations Sales During the nine months ended September 30, 2021, we had two significant customers, which accounted for approximately 61 Supplier We also have a single source for our bioelectric medical devices, which account for 100 Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) Accounts Receivable At September 30, 2021, we had one customer which accounted for approximately 64 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events Subsequent to September 30, 2021, an aggregate of 1,770,656 shares of restricted common stock were issued on the conversion of $ 35,153 of principal and $ 260 of accrued interest pursuant to fixed promissory notes. Subsequent to September 30, 2021, the Company executed two convertible notes for aggregate principal of $ 175,000 , carrying coupon of 15 %, with due date one year from issuance date, convertible six months from issuance date at a fixed conversion rate. Subsequent to September 30, 2021, the Company agreed to issue 1,225,000 commitment shares pursuant to securities purchase agreement executed in conjunction with the two convertible notes executed post September 30, 2021. The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no other reportable subsequent events to be disclosed besides those noted above. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated financial statements as of September 30, 2021, and 2020, are unaudited; however, in the opinion of management such interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The accompanying financial information should be read in conjunction with the financial statements and the notes thereto in the Company’s most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2021. The results of operations for the period presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year. |
Liquidity and Going Concern | Liquidity and Going Concern The Company’s unaudited condensed consolidated financial statements are prepared using GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. As of September 30, 2021, the Company had cash of approximately $ 6,000 20.2 0.6 58.8 During the nine months ended September 30, 2021, the Company has raised approximately $ 0.6 No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management is commercializing its FDA cleared and CE marked products and has commenced implementing its business plan to materialize revenues from potential, future, license agreements, has raised capital through the sale of its common stock, and the issuance of convertible promissory notes. In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds. Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, the valuation of warrants and stock options, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company utilizes Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings (loss) per share is computed based on the earnings (loss) attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted earnings (loss) per common share is calculated similar to basic earnings (loss) per share except that the denominator is increased to include additional common share equivalents available upon exercise of stock option, warrants, common shares issuable under convertible debt and restricted stock using the treasury stock method. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common share equivalents if their effect would be anti-dilutive. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. Securities that are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been antidilutive for the nine months ended September 30, 2021, include stock options, warrants, and notes payable. The Company has 3,013,730 26,115 96,533 56,914 The components of basic and diluted earnings per share for the nine months ended September 30, 2021, and 2020 were as follows: Schedule of Earnings (Loss) Per Share 2021 2020 Nine months ended September 30, 2021 2020 Numerator: Net income (loss) attributable to common shareholders $ (5,501,224 ) $ 1,634,726 Effect of dilutive securities Convertible notes - (5,063,936 ) Net loss for diluted earnings per share $ (5,501,224 ) $ (3,429,210 ) Denominator: Weighted-average number of common shares outstanding during the period 55,303,026 9,621,530 Dilutive effect of convertible notes payable - 13,953,850 Common stock and common stock equivalents used for diluted earnings per share 55,303,026 23,575,380 |
Accounts Receivable | Accounts Receivable The Company uses the specific identification method for recording the provision for doubtful accounts, which was $ 0 as of September 30, 2021, and December 31, 2020. Account receivables are written off when all collection attempts have failed. |
Research and Development | Research and Development Costs relating to the development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development 0 and $ 3,283 for the nine months ended September 30, 2021, and 2020, respectively, and are included in operating expenses in the condensed consolidated statements of operations. Endonovo Therapeutics, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (continued) |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Principles Not Yet Adopted In May 2021, the FASB issued ASU 2021-04 ASU 2021-04 Newly Adopted Accounting Principles In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. In addition, ASU 2020-06 amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Amendments also affects the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments are effective for public entities excluding smaller reporting companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods. The Company adopted the new standard update on January 1, 2021, which did not result in a material impact on the Company’s condensed consolidated results of operations, financial position, and cash flows. In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The objective of this standard update is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. This ASU also attempts to improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This standard update is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2021, and the impact of adoption was not material to the Company’s financial position, results of operations and cash flows. The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Earnings (Loss) Per Share | The components of basic and diluted earnings per share for the nine months ended September 30, 2021, and 2020 were as follows: Schedule of Earnings (Loss) Per Share 2021 2020 Nine months ended September 30, 2021 2020 Numerator: Net income (loss) attributable to common shareholders $ (5,501,224 ) $ 1,634,726 Effect of dilutive securities Convertible notes - (5,063,936 ) Net loss for diluted earnings per share $ (5,501,224 ) $ (3,429,210 ) Denominator: Weighted-average number of common shares outstanding during the period 55,303,026 9,621,530 Dilutive effect of convertible notes payable - 13,953,850 Common stock and common stock equivalents used for diluted earnings per share 55,303,026 23,575,380 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Source of Revenue | As of September 30, 2021, and 2020, the sources of revenue were as follows: Schedule of Source of Revenue Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Direct sales- Medical care providers, gross $ 7,790 $ 39,980 $ 72,789 $ 154,296 Total sources of revenue $ 7,790 $ 39,980 $ 72,789 $ 154,296 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | The following is a summary of equipment, at cost, less accumulated depreciation at September 30, 2021, and December 31, 2020: Summary of Property, Plant and Equipment September 30, December 31, Autos $ 64,458 $ 64,458 Medical equipment 13,969 13,969 Other equipment 11,367 11,367 Property, Plant and Equipment, gross 89,794 89,794 Less accumulated depreciation 89,794 88,214 Property, Plant and Equipment, net $ - $ 1,580 |
Patents (Tables)
Patents (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Patents | Schedule of Patents September 30, December 31, Patents $ 4,500,000 $ 4,500,000 Less accumulated amortization 2,425,916 1,940,732 Patents, net $ 2,074,084 $ 2,559,268 |
Schedule of Estimated Future Amortization Expense | Schedule of Estimated Future Amortization Expense Twelve Months Ending September 30, Amount 2021 $ 646,910 2022 646,910 2023 646,910 2024 133,354 Total $ 2,074,084 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Schedule of Notes Payable September 30, December 31, 2020 Notes payable at beginning of period $ 6,835,196 $ 6,874,795 Notes payable issued 475,000 1,364,611 Liquidated damages - 452,095 Note modification - 25,190 Loan fees added to note payable - 120,389 Repayments of notes payable in cash (13,400 ) (22,000 ) Settlements on note payable (117,770 ) (697,253 ) Less amounts converted to stock (358,443 ) (1,282,631 ) Notes payable at end of period 6,820,583 6,835,196 Less debt discount (48,927 ) (201,157 ) $ 6,771,656 $ 6,634,039 Notes payable issued to a former related party $ 132,600 $ 143,000 Notes payable issued to non-related parties $ 6,639,056 $ 6,491,039 |
Schedule of Maturity Dates of Notes Payable | The maturity dates on the notes-payable are as follows: Schedule of Maturity Dates of Notes Payable Notes to 12 months ending, Former Related party Non-related parties Total Past due $ 132,600 $ 3,370,533 $ 3,503,133 September 30, 2022 - 3,317,450 3,317,450 $ 132,600 $ 6,687,983 $ 6,820,583 |
Shareholders_ Deficit (Tables)
Shareholders’ Deficit (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Preferred Stock | Schedule of Preferred Stock Number of Number of Shares Outstanding Shares Authorized at September 30, 2021 Par Value Liquidation Value Series AA 1,000,000 25,000 $ 0.0010 $ - Preferred Series B 50,000 600 $ 0.0001 $ 100 Preferred Series C 8,000 738 $ 0.0001 $ 1,000 Preferred Series D 20,000 305 $ 0.0001 $ 1,000 Undesignated 3,922,000 - - - |
Schedule of Stock Options Outstanding | The balance of all stock options outstanding as of September 30, 2021, is as follows: Schedule of Stock Options Outstanding Weighted Weighted Aggregate Exercise Price Contractual Intrinsic Options Per Share Term (years) Value Outstanding at January 1, 2021 3,014,080 $ 0.37 1.67 - Granted - $ - - - Cancelled (350 ) $ 47.00 - - Exercised - $ - - - Outstanding at September 30, 2021 3,013,730 $ 0.37 0.92 $ - Exercisable at September 30, 2021 1,263,730 $ 0.67 0.95 $ - |
Schedule of Warrants Outstanding | A summary of the status of the warrants granted under these agreements at September 30, 2021, and changes during the nine months then ended is presented below: Schedule of Warrants Outstanding Outstanding Warrants Weighted Average Weighted Average Remaining Exercise Price Contractual Shares Per Share Term (years) Outstanding at January 1, 2021 39,295 $ 200.72 0.93 Granted - $ - - Cancelled (13,180 ) $ 449.15 - Exercised - $ - Outstanding at September 30, 2021 26,115 $ 76.76 0.51 Exercisable at September 30, 2021 26,115 $ 76.76 0.51 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Conversion Feature Using Black Scholes Option Pricing Model | Schedule of Conversion Feature Using Black Scholes Option Pricing Model Nine months ended September 30, 2021 2020 Expected term 1 4 months 1 6 months Exercise price $ 0.012 0.030 $ 0.05 0.76 Expected volatility 177 206 157 249 Expected dividends None None Risk-free interest rate 0.06 0.13 0.03 1.54 Forfeitures None None |
Schedule of Fair Value of Derivative Liability | Schedule of Fair Value of Derivative Liability Derivative Liability Balance December 31, 2020 $ 4,202,597 Extinguishment (133,386 ) Debt conversion (585,857 ) Change in estimated fair value 2,962,795 Balance September 30, 2021 $ 6,446,149 |
Schedule of Liabilities Significant Unobservable Inputs | The following table presents balances in the liabilities with significant unobservable inputs (Level 3) as of September 30, 2021: Schedule of Liabilities Significant Unobservable Inputs Fair Value Measurements Using Quoted Prices in Active Significant Other Significant Identical Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total As of September 30, 2021 Derivative liability $ - $ - $ 6,446,149 $ 6,446,149 Total $ - $ - $ 6,446,149 $ 6,446,149 |
Schedule of Earnings (Loss) Per
Schedule of Earnings (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net income (loss) attributable to common shareholders | $ (5,501,224) | $ 1,634,726 | ||
Convertible notes | (5,063,936) | |||
Net loss for diluted earnings per share | $ (5,501,224) | $ (3,429,210) | ||
Weighted-average number of common shares outstanding during the period | 66,291,292 | 16,137,373 | 55,303,026 | 9,621,530 |
Dilutive effect of convertible notes payable | 13,953,850 | |||
Common stock and common stock equivalents used for diluted earnings per share | 66,291,292 | 16,137,373 | 55,303,026 | 23,575,380 |
Summary of significant accoun_4
Summary of significant accounting policies (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 6,000 | ||
Working capital deficiency | 20,200,000 | ||
Net cash used in operating activities | 600,000 | ||
Accumulated deficit | 58,839,746 | $ 53,338,522 | |
Proceeds from debt and equity financing | $ 600,000 | ||
Stock option issued | 3,013,730 | 96,533 | |
Warrant to purchase common stock | 26,115 | 56,914 | |
Accounts Receivable, Allowance for Credit Loss, Current | $ 0 | $ 0 | |
Research and Development Expense | $ 0 | $ 3,283 |
Schedule of Source of Revenue (
Schedule of Source of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total sources of revenue | $ 7,790 | $ 39,980 | $ 72,789 | $ 154,296 |
Direct Sales- Medical Care Providers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sources of revenue | $ 7,790 | $ 39,980 | $ 72,789 | $ 154,296 |
Summary of Property, Plant and
Summary of Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 89,794 | $ 89,794 |
Less accumulated depreciation | 89,794 | 88,214 |
Property, Plant and Equipment, net | 1,580 | |
Autos [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 64,458 | 64,458 |
Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 13,969 | 13,969 |
Other Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 11,367 | $ 11,367 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,580 | $ 3,432 |
Schedule of Patents (Details)
Schedule of Patents (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 4,500,000 | $ 4,500,000 |
Less accumulated amortization | 2,425,916 | 1,940,732 |
Patents, net | $ 2,074,084 | $ 2,559,268 |
Schedule of Estimated Future Am
Schedule of Estimated Future Amortization Expense (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 646,910 | |
2022 | 646,910 | |
2023 | 646,910 | |
2024 | 133,354 | |
Patents, net | $ 2,074,084 | $ 2,559,268 |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | |
Amortization expense | $ 485,184 | $ 485,184 | |
Rio Grande Neurosciences, Inc. [Member] | |||
Acquisition of patents | $ 4,500,000 | ||
Patents expiration period | 2024 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Notes payable at beginning of period | $ 6,835,196 | $ 6,874,795 |
Notes payable issued | 475,000 | 1,364,611 |
Liquidated damages | 452,095 | |
Note modification | 25,190 | |
Loan fees added to note payable | 120,389 | |
Repayments of notes payable in cash | (13,400) | (22,000) |
Settlements on note payable | (117,770) | (697,253) |
Less amounts converted to stock | (358,443) | (1,282,631) |
Notes payable at end of period | 6,820,583 | 6,835,196 |
Less debt discount | (48,927) | (201,157) |
Note payable, net | 6,771,656 | 6,634,039 |
Notes payable issued to a former related party | 132,600 | 143,000 |
Notes payable issued to non-related parties | $ 6,639,056 | $ 6,491,039 |
Schedule of Maturity Dates of N
Schedule of Maturity Dates of Notes Payable (Details) | Sep. 30, 2021USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Past due | $ 3,503,133 |
June 30, 2022 | 3,317,450 |
Total | 6,820,583 |
Former Related Party [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Past due | 132,600 |
June 30, 2022 | |
Total | 132,600 |
Non-Related Parties [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Past due | 3,370,533 |
June 30, 2022 | 3,317,450 |
Total | $ 6,687,983 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||||
Promissory notes | $ 6,820,583 | $ 6,835,196 | $ 6,874,795 | |
Proceeds from Notes Payable | $ 475,000 | $ 401,424 | ||
Debt instrument, interest rate | 15.00% | |||
Gain on debt extinguishment | $ 28,536 | $ (564,385) | ||
Notes Payable, Related Parties, Current | 132,600 | $ 143,000 | ||
Gain (Loss) on Derivative Instruments [Member] | ||||
Short-term Debt [Line Items] | ||||
Gain on debt extinguishment | 58,407 | |||
Two Promissory Notes [Member] | ||||
Short-term Debt [Line Items] | ||||
Promissory notes | 475,000 | |||
Proceeds from Notes Payable | $ 475,000 | |||
Debt instrument description | original terms of twelve months and interest rates of 15%. The holders of the promissory notes can convert the outstanding unpaid principal and accrued interest at a fixed conversion rate, subject to standard anti-dilution features. | |||
One Promissory Notes [Member] | ||||
Short-term Debt [Line Items] | ||||
Gain on debt extinguishment | $ 128,000 | |||
Number of shares issued for debt | 1,515,152 | |||
Percentage of debt provision | 15.00% | |||
Promissory Notes [Member] | ||||
Short-term Debt [Line Items] | ||||
Repayment of debt | $ 3,000 | |||
Debt conversion, value | 358,443 | |||
Accrued interest | $ 99,892 | |||
Debt conversion, stock issued | 25,690,651 | |||
Convertible Debentures One [Member] | ||||
Short-term Debt [Line Items] | ||||
Convertible Debt | $ 4,770,926 | |||
Convertible Debentures One [Member] | Past Maturity [Member] | ||||
Short-term Debt [Line Items] | ||||
Convertible Debt | 2,660,476 | |||
Notes Payable [Member] | Related Party [Member] | ||||
Short-term Debt [Line Items] | ||||
Repayment of debt | 10,400 | |||
Notes Payable, Related Parties, Current | $ 132,600 | |||
Notes Payable [Member] | Related Party [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt instrument, interest rate | 10.00% | |||
Notes Payable [Member] | Related Party [Member] | Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt instrument, interest rate | 12.00% | |||
Notes Payable One [Member] | ||||
Short-term Debt [Line Items] | ||||
Promissory notes | $ 1,292,154 | |||
Notes Payable One [Member] | Past Maturity [Member] | ||||
Short-term Debt [Line Items] | ||||
Promissory notes | $ 85,154 |
Schedule of Preferred Stock (De
Schedule of Preferred Stock (Details) | Sep. 30, 2021USD ($)$ / sharesshares |
Series AA [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Shares Authorized | 1,000,000 |
Number of Shares Outstanding | 25,000 |
Par Value | $ / shares | $ 0.0010 |
Liquidation Value | $ | |
Preferred Series B [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Shares Authorized | 50,000 |
Number of Shares Outstanding | 600 |
Par Value | $ / shares | $ 0.0001 |
Liquidation Value | $ | $ 100 |
Preferred Series C [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Shares Authorized | 8,000 |
Number of Shares Outstanding | 738 |
Par Value | $ / shares | $ 0.0001 |
Liquidation Value | $ | $ 1,000 |
Preferred Series D [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Shares Authorized | 20,000 |
Number of Shares Outstanding | 305 |
Par Value | $ / shares | $ 0.0001 |
Liquidation Value | $ | $ 1,000 |
Undesignated [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Shares Authorized | 3,922,000 |
Number of Shares Outstanding | |
Par Value | $ / shares | |
Liquidation Value | $ |
Schedule of Stock Options Outst
Schedule of Stock Options Outstanding (Details) - USD ($) | Jun. 11, 2020 | Sep. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Option Outstanding, Granted | 74,668,000 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Option Outstanding, Beginning Balance | 3,014,080 | |
Weighted Average Exercise Price, Beginning Balance | $ 0.37 | |
Weighted Average Remaining Contractual Term (years), Outstanding Beginning | 1 year 8 months 1 day | |
Aggregated Intrinsic Value, Outstanding Beginning Balance | ||
Stock Option Outstanding, Granted | ||
Weighted Average Exercise Price, Granted | ||
Weighted Average Remaining Contractual Term (years), Granted | ||
Aggregated Intrinsic Value, Outstanding, Granted | ||
Stock Option Outstanding, Cancelled | (350) | |
Weighted Average Exercise Price, Cancelled | $ 47 | |
Weighted Average Remaining Contractual Term (years), Cancelled | ||
Aggregated Intrinsic Value, Outstanding, Cancelled | ||
Stock Option Outstanding, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Remaining Contractual Term (years), Exercised | ||
Aggregated Intrinsic Value, Outstanding, Exercised | ||
Stock Option Outstanding, Ending Balance | 3,013,730 | |
Weighted Average Exercise Price, Ending Balance | $ 0.37 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 11 months 1 day | |
Aggregated Intrinsic Value, Outstanding Ending | ||
Stock Option Outstanding, Exercisable Ending Balance | 1,263,730 | |
Weighted Average Exercise Price, Exercisable Ending Balance | $ 0.67 | |
Weighted Average Remaining Contractual Term (years), Exercisable | 11 months 12 days | |
Aggregated Intrinsic Value, Exercisable Ending |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares Outstanding, Beginning Balance | shares | 39,295 |
Weighted-Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 200.72 |
Weighted Average Remaining Contractual Term (years), Outstanding Beginning | 11 months 4 days |
Shares, Granted | shares | |
Weighted-Average Exercise Price, Granted | $ / shares | |
Shares, Cancelled | shares | (13,180) |
Weighted average Exercise price, Cancelled | $ / shares | $ 449.15 |
Shares, Exercised | shares | |
Weighted-Average Exercise Price, Exercised | $ / shares | |
Shares Outstanding, Ending Balance | shares | 26,115 |
Weighted-Average Exercise Price, Outstanding Ending Balance | $ / shares | $ 76.76 |
Weighted Average Remaining Contractual Term (years), Outstanding Ending | 6 months 3 days |
Shares Exercisable, Ending Balance | shares | 26,115 |
Weighted-Average Exercise Price, Exercisable Ending Balance | $ / shares | $ 76.76 |
Weighted Average Remaining Contractual Term (years), Exercisable Ending | 6 months 3 days |
Shareholders_ Deficit (Details
Shareholders’ Deficit (Details Narrative) - USD ($) | Aug. 05, 2021 | Jun. 11, 2020 | May 18, 2020 | Jan. 29, 2020 | Dec. 22, 2017 | Feb. 07, 2017 | Feb. 22, 2013 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Nov. 11, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock, value | $ 20,491 | $ 126,000 | $ 100,000 | ||||||||||||||
Issuance of common stock | 2,500,000 | ||||||||||||||||
Common stock price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Shares issued for conversion of notes payable and accrued interest | $ 126,460 | $ 116,546 | $ 833,198 | 70,410 | $ 475,962 | $ 2,545,714 | |||||||||||
Common stock issued for services, shares | 385,000 | ||||||||||||||||
Common stock issued for services | 36,000 | 3,500 | $ 39,500 | ||||||||||||||
Gain on debt extinguishment | $ 28,536 | (564,385) | |||||||||||||||
Stock issued value conversion of series C induced to convert | |||||||||||||||||
Share-based compensation expenses | 61,000 | ||||||||||||||||
Unrecognized compensation expense | $ 137,000 | ||||||||||||||||
Stock option to officers | 74,668,000 | ||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 1,770,656 | ||||||||||||||||
Gain on debt extinguishment | $ 55,000 | ||||||||||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 500,000 | ||||||||||||||||
Stock issued value conversion of series C induced to convert | $ 55,000 | ||||||||||||||||
One Investor [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock, value | $ 58,855 | ||||||||||||||||
Issuance of common stock | 409,000 | ||||||||||||||||
Convertible note principal amount | 283,000 | $ 283,000 | |||||||||||||||
Convertible debt | $ 525,000 | 525,000 | |||||||||||||||
Gain on debt extinguishment | 151,496 | ||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock | 4,333,668 | ||||||||||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 25,690,651 | ||||||||||||||||
Shares issued for conversion of notes payable and accrued interest | $ 458,335 | ||||||||||||||||
Settlement of Debt [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock, value | $ 142,424 | ||||||||||||||||
Issuance of common stock | 4,020,986 | ||||||||||||||||
Share Issuance for Total Consideration [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock, value | $ 126,000 | $ 100,000 | |||||||||||||||
Issuance of common stock | 7,000,000 | 1,234,568 | |||||||||||||||
Conversion of Series C Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock, value | $ 33,333 | $ 1,400,934 | |||||||||||||||
Issuance of common stock | 1,111,111 | 2,754,822 | |||||||||||||||
Conversion of Notes [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 8,501,004 | ||||||||||||||||
Shares issued for conversion of notes payable and accrued interest | $ 1,381,650 | ||||||||||||||||
Conversion of Series C Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock, value | $ 8,152 | ||||||||||||||||
Issuance of common stock | 58,428 | ||||||||||||||||
Cavalry Fund I LP [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock, value | $ 97,918 | ||||||||||||||||
Issuance of common stock | 771,926 | ||||||||||||||||
Cavalry Fund I LP [Member] | Equity Line Purchase Agreement [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Purchase obligation | $ 10,000,000 | ||||||||||||||||
Issuance of common stock | 300,000 | ||||||||||||||||
Commitment shares to be issued pro-rata | $ 3,000,000 | ||||||||||||||||
Commitment share description | The ELPA provides that at any time after the effective date of the registration statement and provided the closing sale price of the common shares on the OTCQB is not below $0.01, from time to time on any business day selected by the Company (the “Purchase Date”), the Company shall have the right, but not the obligation, to direct the investor to buy up to 300,000 shares of the common stock (the “regular purchase amount”) at a purchase price equal to the lower of: (i) the lowest applicable sales price on the date of the put and (ii) 85% of the arithmetic average of the 3 lowest closing prices for the common stock during the 10 consecutive trading days ending on the trading day immediately preceding such put date. The regular purchase amount may be increased as follows: to up to 400,000 shares of common stock if the closing price of the common shares is not below $0.25 per share and up to 500,000 shares if the closing price is not below $0.40 per share. | ||||||||||||||||
Proceeds of puts to the payment | 50.00% | ||||||||||||||||
Cavalry Fund I LP [Member] | Equity Line Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Common stock price per share | $ 0.01 | ||||||||||||||||
Cavalry Fund I LP [Member] | Equity Line Purchase Agreement [Member] | Share-based Payment Arrangement, Tranche Two [Member] | Maximum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock | 400,000 | ||||||||||||||||
Common stock price per share | $ 0.25 | ||||||||||||||||
Cavalry Fund I LP [Member] | Equity Line Purchase Agreement [Member] | Share-based Payment Arrangement, Tranche Three [Member] | Maximum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock | 500,000 | ||||||||||||||||
Common stock price per share | $ 0.40 | ||||||||||||||||
Former Related Party [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock, value | $ 84,697 | ||||||||||||||||
Issuance of common stock | 2,505,834 | ||||||||||||||||
Series AA Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares authorized | 1,000,000 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||
Preferred stock voting rights | Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. | ||||||||||||||||
Preferred stock, outstanding | 25,000 | 25,000 | |||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares authorized | 50,000 | ||||||||||||||||
Preferred stock, outstanding | 600 | 600 | |||||||||||||||
Stated value dividend | 75.00% | ||||||||||||||||
Warrants term | three-year | ||||||||||||||||
Share exercise price | 150.00% | ||||||||||||||||
Liquidation value of preferred stock, per share | $ 100 | ||||||||||||||||
Series C Convertible Redeemable Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares authorized | 8,000 | ||||||||||||||||
Liquidation value of preferred stock, per share | $ 1,000 | $ 1,000 | |||||||||||||||
Preferred stock, dividend per share | $ 20 | ||||||||||||||||
Shares issued, price per share | $ 1,000 | ||||||||||||||||
Change in rights due to amendment and restated certificate, description | the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. The C Preferred does not have any rights to vote with the common stock. | ||||||||||||||||
Convertible preferred stock, shares outstanding | 738 | 738 | |||||||||||||||
Common Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Conversion of stock, shares converted | 1,111,111 | 2,754,822 | |||||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares authorized | 20,000 | 20,000 | 20,000 | 20,000 | |||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred stock, outstanding | 305 | 305 | 305 | ||||||||||||||
Liquidation value of preferred stock, per share | $ 1,000 | $ 1,000 | |||||||||||||||
Preferred Stock Designated [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares authorized | 5,000,000 | 5,000,000 | |||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Conversion of stock, shares converted | 25 | 1,051 | |||||||||||||||
Commitment Shares [Member] | Cavalry Fund I LP [Member] | Equity Line Purchase Agreement [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock, value | $ 500,000 | ||||||||||||||||
Commitment Shares [Member] | Cavalry Fund I LP [Member] | Equity Line Purchase Agreement [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock | 3,859,630 | ||||||||||||||||
Commitment Shares [Member] | Cavalry Fund I LP [Member] | Equity Line Purchase Agreement [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock | 385,963 | ||||||||||||||||
Stock Options [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Issuance of common stock, value | $ 165,000 | ||||||||||||||||
Issuance of common stock | 1,500,000 | ||||||||||||||||
Stock issued for reverse stock splits | 34,690 |
Related Party and former rela_2
Related Party and former related parties Transactions (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Repayment of debt | $ 10,400 | $ 19,000 | |
Notes Payable, Related Parties, Current | 132,600 | $ 143,000 | |
Interest Payable, Current | 2,334,302 | $ 1,904,136 | |
Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Deferred compensation | 443,289 | ||
Accrual of deferred compensation | 225,000 | ||
Cash repayments of deferred compensation | 119,179 | ||
Advance from officer | 13,405 | ||
Repayment of debt | 13,405 | ||
One Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Deferred compensation | 632,257 | ||
Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Due to officer | 6,529 | ||
Former President [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Notes Payable, Related Parties, Current | 132,600 | ||
Interest Payable, Current | $ 64,852 |
Schedule of Conversion Feature
Schedule of Conversion Feature Using Black Scholes Option Pricing Model (Details) | 9 Months Ended | |
Sep. 30, 2021$ / shares | Sep. 30, 2020$ / shares | |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, term | 1 month | 1 month |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, term | 4 months | 6 months |
Measurement Input, Exercise Price [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, exercise price | $ 0.012 | $ 0.05 |
Measurement Input, Exercise Price [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, exercise price | $ 0.030 | $ 0.76 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentage | 1.77 | 1.57 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentage | 2.06 | 2.49 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentage | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentage | 0.0006 | 0.0003 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentage | 0.0013 | 0.0154 |
Forfeitures [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentage | 0 | 0 |
Schedule of Fair Value of Deriv
Schedule of Fair Value of Derivative Liability (Details) - Fair Value, Inputs, Level 3 [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, beginning | $ 4,202,597 |
Extinguishment | (133,386) |
Debt conversion | (585,857) |
Change in estimated fair value | 2,962,795 |
Derivative Liability, ending | $ 6,446,149 |
Schedule of Liabilities Signifi
Schedule of Liabilities Significant Unobservable Inputs (Details) | Sep. 30, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability | $ 6,446,149 |
Total | 6,446,149 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability | |
Total | |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability | |
Total | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability | 6,446,149 |
Total | $ 6,446,149 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | ||
Aug. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||
Accrued interest | $ 2,334,302 | $ 1,904,136 | |
Convertible Debt [Member] | Variable Rate [Member] | |||
Loss Contingencies [Line Items] | |||
Debt covertible note | 164,000 | ||
Accrued interest | $ 31,000 | ||
Auctus Fund, LLC [Member] | Other Unspecified Damages And Attorney Fees [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Damages Sought, Value | $ 500,000 | ||
Auctus Fund, LLC [Member] | Note [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Damages Sought, Value | $ 275,250 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Two Significant Customers [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 61.00% |
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 100.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 64.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 05, 2021 | Sep. 30, 2021 | Aug. 01, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ||
Securities Purchased under Agreements to Resell | $ 1,225,000 | ||
Convertible Notes Two Payable [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Debt Instrument, Face Amount | $ 175,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued | 1,770,656 | ||
Debt Conversion, Original Debt, Amount | $ 35,153 | ||
Interest Payable | $ 260 |