Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | The Purpose of this Explanatory Note is to explain that this information has not been subject to review procedures by our independent auditing firm pursuant to the requirements of SAS100 due to unavoidable delays and we expected it to be completed by or before March 31, 2024. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 | 318,751,597 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 0 | $ 98 |
Prepaid expenses and other current assets | 35,504 | 15,724 |
Total current assets | 35,504 | 15,822 |
Patents, net | 780,260 | 1,265,444 |
Total assets | 815,764 | 1,281,266 |
Current liabilities | ||
Accrued interest related to notes payable | 4,417,039 | 3,542,650 |
Derivative liability | 5,902,829 | 17,359,064 |
Total current liabilities | 23,696,070 | 33,381,760 |
Acquisition payable | 79,825 | 79,825 |
Total liabilities | 23,775,895 | 33,461,585 |
COMMITMENTS AND CONTINGENCIES, note 9 | ||
Shareholders’ deficit | ||
Common stock, $0.0001 par value; 2,500,000,000 shares authorized; 318,751,597 and 213,227,538 shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 27,940 | 21,322 |
Additional paid-in capital | 43,644,063 | 42,919,086 |
Stock subscriptions receivable | (1,570) | (1,570) |
Accumulated deficit | (66,630,590) | (75,119,183) |
Total shareholders’ deficit | (22,960,131) | (32,180,319) |
Total liabilities and shareholders’ deficit | 815,764 | 1,281,266 |
Super AA Super Voting Preferred Stock [Member] | ||
Shareholders’ deficit | ||
Series D convertible preferred stock, $0.0001 par value; 20,000 shares authorized, 0 and 50 issued and outstanding at September 30, 2023 and December 31, 2022 | 25 | 25 |
Series B Convertible Preferred Stock [Member] | ||
Shareholders’ deficit | ||
Series D convertible preferred stock, $0.0001 par value; 20,000 shares authorized, 0 and 50 issued and outstanding at September 30, 2023 and December 31, 2022 | 1 | 1 |
Series C Convertible Preferred Stock [Member] | ||
Shareholders’ deficit | ||
Series D convertible preferred stock, $0.0001 par value; 20,000 shares authorized, 0 and 50 issued and outstanding at September 30, 2023 and December 31, 2022 | ||
Series D Convertible Preferred Stock [Member] | ||
Shareholders’ deficit | ||
Series D convertible preferred stock, $0.0001 par value; 20,000 shares authorized, 0 and 50 issued and outstanding at September 30, 2023 and December 31, 2022 | ||
Nonrelated Party [Member] | ||
Current liabilities | ||
Accounts payable and accrued liabilities – related party | 1,180,968 | 884,195 |
Deferred compensation – related party | 4,229,029 | 3,918,788 |
Notes payable – former related party | 6,952,372 | 7,041,145 |
Related Party [Member] | ||
Current liabilities | ||
Accounts payable and accrued liabilities – related party | 278,665 | |
Deferred compensation – related party | 630,568 | 523,818 |
Notes payable – former related party | $ 104,600 | $ 112,100 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Discounts on notes payable current | $ 28,210 | $ 10,587 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 318,751,597 | 213,227,538 |
Common stock, shares outstanding | 318,751,597 | 213,227,538 |
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 | 738 |
Preferred stock, shares outstanding | 738 | 738 |
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 | 0 | 50 |
Preferred stock, shares outstanding | 0 | 50 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,520 | $ 10,960 | $ 134,260 | $ 13,892 |
Cost of revenue | 827 | 4,027 | 4,823 | 5,124 |
Gross profit | 693 | 6,933 | 129,437 | 8,768 |
Operating expenses | 473,490 | 503,711 | 2,262,833 | 2,790,057 |
Loss from operations | (472,797) | (496,778) | (2,133,396) | (2,781,289) |
Other income (expense) | ||||
Change in fair value of derivative liability | 0 | (56,213) | 11,445,466 | (1,903,177) |
Gain (loss) on settlement of debt | 0 | 319,081 | 156,062 | 362,894 |
Other expense | (7,481) | (30,879) | (31,999) | (208,879) |
Interest expense, net | (285,892) | (338,571) | (908,141) | (1,012,249) |
Other income (expense) | (293,373) | (106,582) | 10,661,388 | (2,761,411) |
Income (Loss) before income taxes | (766,170) | (603,360) | 8,527,992 | (5,542,700) |
Provision for income taxes | ||||
Net Income (Loss) | $ (766,170) | $ (603,360) | $ 8,527,992 | $ (5,542,700) |
Basic Income (Loss) per share | $ (0.002) | $ 0 | $ 0.03 | $ (0.05) |
Diluted Loss per share | $ 0 | $ 0 | $ 0 | $ (0.05) |
Weighted average common share outstanding: | ||||
Basic | 298,391,943 | 153,599,760 | 276,355,156 | 122,537,266 |
Diluted | 1,350,805,130 | 153,599,760 | 1,350,768,342 | 122,537,266 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities: | ||
Net Income (Loss) | $ 8,527,992 | $ (5,542,700) |
Adjustments to reconcile net income (loss) to cash used in operating activities: | ||
Amortization expense | 485,185 | 485,184 |
Stock compensation expense | 200,966 | |
Fair value of equity issued for services | 720,562 | 1,281,900 |
Loss (gain) on extinguishment of debt | (156,062) | (362,894) |
Amortization of note discount and original issue discount | 12,002 | 90,427 |
Change in fair value of derivative liability | (11,445,466) | 1,903,177 |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | 9,052 | 7,975 |
Account payable and accrued liabilities (related and unrelated parties) | 49,534 | 297,250 |
Accrued interest | 908,141 | 921,822 |
Deferred compensation | 283,731 | 464,562 |
Net cash used in operating activities | (404,363) | (453,297) |
Financing activities: | ||
Proceeds from the issuance of notes payable | 195,000 | 400,000 |
Repayments on former related party of notes payable | (7,500) | (9,500) |
Repayments of convertible debt in cash | (40,000) | |
Proceeds from issuance of common stock and units, net | 256,765 | |
Net cash provided by financing activities | 404,265 | 390,500 |
Net increase (decrease) in cash | (98) | (62,797) |
Cash, beginning of year | 98 | 85,936 |
Cash, end of period | 0 | 23,139 |
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 | 109,000 | 339,000 |
Conversion of Preferred C Stock to common stock | 500 | |
Issuance of common stock to settle debt | 45,000 | |
Debt discount from issuance of debt | 32,875 | 44,098 |
Conversion of notes to common stock pursuant to settlement agreement | $ 159,419 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Shareholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series AA Preferred Stock [Member] | Preferred Stock [Member] Series B Convertible Preferred Stock [Member] | Preferred Stock [Member] Series C Convertible Preferred Stock [Member] | Preferred Stock [Member] Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 25 | $ 1 | $ 7,449 | $ 40,663,187 | $ (1,570) | $ (56,443,416) | $ (15,774,324) | ||
Balance, shares at Dec. 31, 2021 | 25,000 | 600 | 738 | 305 | 74,498,760 | ||||
Shares issued for conversion of notes payable and accrued interest | $ 370 | 88,430 | 88,800 | ||||||
Shares issued for conversion of notes payable and accrued interest, shares | 3,700,000 | ||||||||
Common stock issued for settlement of debt | $ 243 | 45,904 | 46,147 | ||||||
Common stock issued for settlement of debt, shares | 2,428,777 | ||||||||
Net Income (loss) | (2,413,209) | (2,413,209) | |||||||
Issuance of commitment shares in connection with promissory note | $ 70 | 15,680 | 15,750 | ||||||
Issuance of commitment shares in connection with promissory notes, shares | 700,000 | ||||||||
Balance at Mar. 31, 2022 | $ 25 | $ 1 | $ 8,132 | 40,813,201 | (1,570) | (58,856,625) | (18,036,836) | ||
Balance, shares at Mar. 31, 2022 | 25,000 | 600 | 738 | 305 | 81,327,538 | ||||
Balance at Dec. 31, 2021 | $ 25 | $ 1 | $ 7,449 | 40,663,187 | (1,570) | (56,443,416) | $ (15,774,324) | ||
Balance, shares at Dec. 31, 2021 | 25,000 | 600 | 738 | 305 | 74,498,760 | ||||
Shares issued for conversion of notes payable and accrued interest, shares | 16,950,000 | ||||||||
Common Shares issued for services | $ 1,281,900 | ||||||||
Common Shares issued for services, shares | 62,250,000 | ||||||||
Net Income (loss) | $ (5,542,700) | ||||||||
Balance at Sep. 30, 2022 | $ 25 | $ 1 | $ 15,922 | 42,365,859 | (1,570) | (61,986,116) | (19,605,879) | ||
Balance, shares at Sep. 30, 2022 | 25,000 | 600 | 738 | 159,227,538 | |||||
Balance at Mar. 31, 2022 | $ 25 | $ 1 | $ 8,132 | 40,813,201 | (1,570) | (58,856,625) | (18,036,836) | ||
Balance, shares at Mar. 31, 2022 | 25,000 | 600 | 738 | 305 | 81,327,538 | ||||
Shares issued for conversion of notes payable and accrued interest | $ 650 | 114,550 | 115,200 | ||||||
Shares issued for conversion of notes payable and accrued interest, shares | 6,500,000 | ||||||||
Common Shares issued for services | $ 6,225 | 1,275,675 | 1,281,900 | ||||||
Common Shares issued for services, shares | 62,250,000 | ||||||||
Net Income (loss) | (2,526,131) | (2,526,131) | |||||||
Issuance of commitment shares in connection with promissory note | $ 35 | 5,698 | 5,733 | ||||||
Issuance of commitment shares in connection with promissory notes, shares | 350,000 | ||||||||
Balance at Jun. 30, 2022 | $ 25 | $ 1 | $ 15,042 | 42,209,124 | (1,570) | (61,382,756) | (19,160,134) | ||
Balance, shares at Jun. 30, 2022 | 25,000 | 600 | 738 | 305 | 150,427,538 | ||||
Common Shares issued for services | $ 675 | 134,325 | 135,000 | ||||||
Common Shares issued for services, shares | 6,750,000 | ||||||||
Net Income (loss) | (603,360) | (603,360) | |||||||
Issuance of commitment shares in connection with promissory note | $ 205 | 22,410 | 22,615 | ||||||
Issuance of commitment shares in connection with promissory notes, shares | 2,050,000 | ||||||||
Balance at Sep. 30, 2022 | $ 25 | $ 1 | $ 15,922 | 42,365,859 | (1,570) | (61,986,116) | (19,605,879) | ||
Balance, shares at Sep. 30, 2022 | 25,000 | 600 | 738 | 159,227,538 | |||||
Balance at Dec. 31, 2022 | $ 25 | $ 1 | $ 21,322 | 42,919,086 | (1,570) | (75,119,183) | (32,180,319) | ||
Balance, shares at Dec. 31, 2022 | 25,000 | 600 | 738 | 50 | 213,227,538 | ||||
Shares issued for conversion of notes payable and accrued interest | $ 1,090 | 107,910 | 109,000 | ||||||
Shares issued for conversion of notes payable and accrued interest, shares | 10,900,000 | ||||||||
Shares issued pursuant to make good provision | $ 151 | 24,719 | 24,870 | ||||||
Shares issued pursuant to make good provision, shares | 1,507,277 | ||||||||
Common stock issued for settlement of debt | $ 430 | 66,659 | 67,089 | ||||||
Common stock issued for settlement of debt, shares | 4,300,590 | ||||||||
Common Shares issued for services | $ 1,285 | 171,665 | 172,950 | ||||||
Common Shares issued for services, shares | 12,850,000 | ||||||||
Common stock issued for cash, net of fees | $ 2,250 | 204,750 | 207,000 | ||||||
Common stock issued for cash, net of fees, shares | 22,500,000 | ||||||||
Shares issued for conversion of Preferred Series D to common shares | $ 500 | (500) | |||||||
Shares issued for conversion of Preferred Series D to common shares, shares | (50) | 5,000,000 | |||||||
Inducement loss related to conversion of preferred stock | 39,398 | (39,398) | |||||||
Net Income (loss) | 7,230,502 | 7,230,502 | |||||||
Balance at Mar. 31, 2023 | $ 25 | $ 1 | $ 27,028 | 43,533,687 | (1,570) | (67,928,079) | (24,368,908) | ||
Balance, shares at Mar. 31, 2023 | 25,000 | 600 | 738 | 270,285,405 | |||||
Balance at Dec. 31, 2022 | $ 25 | $ 1 | $ 21,322 | 42,919,086 | (1,570) | (75,119,183) | $ (32,180,319) | ||
Balance, shares at Dec. 31, 2022 | 25,000 | 600 | 738 | 50 | 213,227,538 | ||||
Shares issued for conversion of notes payable and accrued interest | $ 109,000 | ||||||||
Shares issued for conversion of notes payable and accrued interest, shares | 10,900,000 | 10,900,000 | |||||||
Shares issued pursuant to make good provision | $ 282,000 | ||||||||
Shares issued pursuant to make good provision, shares | 20,000,000 | ||||||||
Common stock issued for settlement of debt, shares | 4,300,590 | ||||||||
Common Shares issued for services | $ 720,562 | ||||||||
Common Shares issued for services, shares | 43,800,000 | ||||||||
Common stock issued for cash, net of fees, shares | 5,967,590 | ||||||||
Net Income (loss) | $ 8,527,992 | ||||||||
Shares issued for conversion of deferred compensation | $ 24,338 | ||||||||
Shares issued for conversion of deferred compensation, shares | 1,667,000 | ||||||||
Balance at Sep. 30, 2023 | $ 25 | $ 1 | $ 27,940 | 43,644,063 | (1,570) | (66,630,590) | (22,960,131) | ||
Balance, shares at Sep. 30, 2023 | 25,000 | 600 | 738 | 289,152,405 | |||||
Balance at Mar. 31, 2023 | $ 25 | $ 1 | $ 27,028 | 43,533,687 | (1,570) | (67,928,079) | (24,368,908) | ||
Balance, shares at Mar. 31, 2023 | 25,000 | 600 | 738 | 270,285,405 | |||||
Common Shares issued for services | $ 100 | 15,900 | 16,000 | ||||||
Common Shares issued for services, shares | 1,000,000 | ||||||||
Common stock issued for cash, net of fees | $ 500 | 45,500 | 46,000 | ||||||
Common stock issued for cash, net of fees, shares | 5,000,000 | ||||||||
Net Income (loss) | 2,063,660 | 2,063,660 | |||||||
Shares issued for conversion of deferred compensation | $ 167 | 24,171 | 24,338 | ||||||
Shares issued for conversion of deferred compensation, shares | 1,667,000 | ||||||||
Issuance of commitment shares in connection with promissory note | $ 85 | 11,040 | 11,125 | ||||||
Issuance of commitment shares in connection with promissory notes, shares | 850,000 | ||||||||
Stock-based compensation | 6,025 | 6,025 | |||||||
Balance at Jun. 30, 2023 | $ 25 | $ 1 | $ 27,940 | 43,644,063 | (1,570) | (66,082,348) | (22,411,889) | ||
Balance, shares at Jun. 30, 2023 | 25,000 | 600 | 738 | 289,152,405 | |||||
Common Shares issued for services | |||||||||
Common Shares issued for services, shares | 8,000,000 | ||||||||
Common stock issued for cash, net of fees | |||||||||
Common stock issued for cash, net of fees, shares | 1,000,000 | ||||||||
Net Income (loss) | (766,170) | $ (766,170) | |||||||
Shares issued for conversion of deferred compensation | |||||||||
Issuance of commitment shares in connection with promissory note | $ 25 | 3,225 | 3,250 | ||||||
Issuance of commitment shares in connection with promissory notes, shares | 2,000,000 | ||||||||
Stock-based compensation | $ 35 | 4,515 | 4,550 | ||||||
Stock issued during period, shares, employee benefit plan | 350,000 | ||||||||
Balance at Sep. 30, 2023 | $ 25 | $ 1 | $ 27,940 | $ 43,644,063 | $ (1,570) | $ (66,630,590) | $ (22,960,131) | ||
Balance, shares at Sep. 30, 2023 | 25,000 | 600 | 738 | 289,152,405 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2023 | |
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 The Company intends to be structured into two separate divisions: ■ A commercial stage developer primarily of non-invasive wearable Electroceuticals® therapeutic devices for pain relief, general wellness, and wound curatives with many of its products marketed under the SofPulse® brand name. This division will be controlled by Ira Weisberg, the Company’s President and Chief Commercial Officer. ■ M&A division with a strategy of purchasing profitable companies, which will be managed by the Company’s current Chief Executive Officer. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [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 accompanying consolidated condensed balance sheet as of September 30, 2023, the consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022, the consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022, and the consolidated statements of shareholders’ deficit for the three and nine months ended September 30, 2023 and 2022 are unaudited; however, in the opinion of management such interim 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 17, 2023. 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 to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to obtain adequate capital to fund operating losses until it becomes profitable. As of September 30, 2023, the Company had cash of approximately $ 0 23.1 0.4 66.6 Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) During the nine months ended September 30, 2023, the Company has raised $ 0.5 On September 26, 2022, the Company entered into an asset purchase agreement with a Company, which is engaged in the business of providing and laying of concrete primarily for residential tract developers, pursuant to which the Company will acquire all of the assets and liabilities for approximately $ 25.2 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, and or diversifying its business activities with the potential acquisition of specialty construction company. The Company will continue to raise additional capital through the issuance of fixed-rate conversion feature promissory notes. 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 assessment of impairment of finite lived intangibles, 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, 2023, include stock options, warrants, and notes payable. The Company has 6,011,750 263,070 2,000 The components of basic and diluted income (loss) per share for the nine months ended September 30, 2023 and 2022 were as follows: Schedule of Earnings Per Share Basic and Diluted 2023 2022 Nine months ended September 30, 2023 2022 Numerator: Net income (loss) attributable to common shareholders $ 8,857,992 $ (5,542,700 ) Effect of dilutive securities Convertible notes (10,823,217 ) - Net loss for diluted earnings per share $ (2,295,225 ) $ (5,542,700 ) Denominator: Weighted-average number of common shares outstanding during the period 276,355,156 55,303,026 Dilutive effect of convertible notes payable 1,074,413,187 - Common stock and common stock equivalents used for diluted loss per share 1,350,768,342 55,303,026 The components of basic and diluted income (loss) per share for the three months ended September 30, 2023 and 2022 were as follows: 2023 2022 Three months ended September 30, 2023 2022 Numerator: Net income (loss) attributable to common shareholders $ (766,170 ) $ (603,360 ) Effect of dilutive securities Convertible notes 285,892 - Net loss for diluted earnings per share $ (480,278 ) $ (603,360 ) Denominator: Weighted-average number of common shares outstanding during the period 298,391,943 153,599,760 Dilutive effect of convertible notes payable 1,074,413,187 - Common stock and common stock equivalents used for diluted loss per share 1,372,805,130 153,599,760 Accounts Receivable The Company uses the specific identification method for recording the provision for doubtful accounts, which was $ 0 Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) Newly Adopted Accounting Principles 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 consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
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 plans 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. Royalty/licensing revenue is also recognized at one point in time, when the units are shipped. 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. Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) Sources of Revenue The Company has identified the following revenues by revenue source: 1. Sales to plastic surgeons 2. Sales to wound care facilities 3. Sales to hospital 4. Sales to other physicians 5. Royalty fee from licensing, net For the three and nine months ended September 30, 2023 and 2022, the sources of revenue were as follows: Schedule of Source of Revenue 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Royalty/licensing, net $ - $ - $ 126,520 $ - Direct sales- medical care providers, gross 1,520 10,960 7,740 13,892 Total sources of revenue $ 1,520 $ 10,960 $ 134,260 $ 13,892 The royalty/licensing revenue recognized in the nine months ended September 30, 2023, resulted from specific transactions. No general patent rights were assigned to the distributor. The royalty / licensing revenue is recorded on a net basis as the Company was not considered the principal but an agent for accounting purposes. The royalty / licensing revenue, net includes an ongoing contract with a customer that has a total gross sales value of $ 300,000 126,520 1,000 On January 25, 2023, the Company entered into a sales support services agreement with Pulse Therapeutic Technology (“PTT”), an entity controlled by a former related party, under which PTT has been selling SofPulse® on a nonexclusive basis. Pursuant to such agreement, the deferred compensation owed to this former related party has been fully extinguished for a total amount of approximately $ 118,000 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. Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) |
Patents
Patents | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | Note 4 – 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, 2023 December 31, 2022 Patents $ 4,500,000 $ 4,500,000 Less accumulated amortization 3,719,740 3,234,556 Patents, net $ 780,260 $ 1,265,444 Amortization expense associated with patents was $ 485,184 The estimated future amortization expense related to patents as of September 30, 2023, is as follows: Schedule of Estimated Future Amortization Expense Twelve Months Ending September 30, Amount 2024 $ 646,192 2025 134,068 Total $ 780,260 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5- Notes Payable As of September 30, 2023, and December 31, 2022, the notes payable activity was as follows: Schedule of Notes Payable September 30, 2023 December 31, 2022 Notes payable at beginning of period $ 7,163,832 $ 7,256,930 Notes payable issued 195,000 465,000 Repayments of notes payable in cash (40,000 ) (14,000 ) Settlement on note payable (133,650 ) (163,826 ) Less amounts converted to stock (100,000 ) (380,272 ) Notes payable at end of period 7,085,182 7,163,832 Less debt discount (28,210 ) (10,587 ) Note payable, net $ 7,056,972 $ 7,153,245 Notes payable issued to a former related party $ 104,600 $ 112,100 Notes payable issued to non-related parties $ 6,952,372 $ 7,041,145 The maturity dates on the notes-payable are as follows: Schedule of Maturity Dates of Notes Payable Notes to 12 months ending, Former Non-related Total Past due $ 104,600 $ 6,770,582 $ 6,875,182 September 30, 2024 - 210,000 210,000 $ 104,600 $ 6,948,082 $ 7,085,182 Activity for the nine months ended September 30, 2023 Fixed rate notes During the nine months ended September 30, 2023, the Company converted $ 100,000 9,000 10,900,000 During the nine months ended September 30, 2023, the Company executed an amendment or allonges to three fixed rate notes to extend the maturity date in exchange for $ 20,000 1,000,000 2,500 During the nine months ended September 30, 2023, the Company issued five fixed-rate notes for an aggregate amount of $ 195,000 10 15 1 9 Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) As of September 30, 2023, the Company has a total of twenty-four (24) fixed-rate notes, of which eighteen (18) have a make good provision for a total principal of $ 1,440,000 338,403 1,849,728 1,819,728 429,500 310,960 Such provision will require the Company to issue additional shares to ensure that the investor can realize a profit of 15% or 18% reselling the conversion shares. 250,000 certain fixed-rate notes include a prepayment provision, which entitles the holder to a 15% cash premium. Variable-rate notes During the nine months ended September 30, 2023, the Company executed a settlement agreement with one investor to extinguish the remaining principal balance of a promissory note into 4,300,590 77,000 Fixed Rate note (former related party) Notes payable to a former related party in the aggregate amount of $ 104,600 10 12 7,500 Activity for the nine months ended September 30, 2022 Fixed rates Notes During the nine months ended September 30, 2022, the Company issued five (5) fixed rate promissory notes totaling $ 400,000 400,000 15 18 As of September 30, 2022, the Company has eighteen (18) fixed-rate promissory notes with an outstanding balance of $ 1,920,900 1,045,900 1,400,000 Such provision will require the Company to issue additional shares to ensure that the investor can realize a profit of 15% or 18% reselling the conversion shares. 209,000 During the nine months ended September 30, 2022, the Company converted $ 124,900 214,100 16,950,000 Certain fixed-rate notes include a prepayment provision, which entitles the holder to a 15% or 18% premium upon cash redemption by the Company. 243,000 Variable-rate notes The gross amount of all convertible notes with variable conversion rates outstanding as of September 30, 2022, is $ 4,607,100 Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) |
Shareholders_ Deficit
Shareholders’ Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders’ Deficit | Note 6 - Shareholders’ Deficit Preferred Stock The Company has authorized 5,000,000 Schedule of Preferred Stock Number of Shares Number of Shares Par Value Liquidation 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 - $ 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. There was no activity during the nine months ended September 30, 2023. There were 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 There was no activity during the nine months ended September 30, 2023. There were 600 Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) Series C Convertible Redeemable Preferred Stock On December 22, 2017, the Company filed a certificate of designation for 8,000 20 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. Upon liquidation, the holder of Series C, shall be entitled to receive an amount equal to the stated value, $ 1,000 There was no activity during the nine months ended September 30, 2023. There were 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 During the six months ended June 30, 2023, the Company issued 5,000,000 50 The Company is also committed to providing additional shares of common stock if the holders of Series D do not realize a 15% profit on the resale of the conversion shares. 0 50 Common Stock Activity during the nine months ended September 30, 2023 During the nine months ended September 30, 2023, the Company issued 10,900,000 109,000 During the nine months ended September 30, 2023, the Company issued 1,507,277 24,870 During the nine months ended September 30, 2023, the Company issued 4,300,590 113,650 77,000 During the nine months ended September 30, 2023, the Company issued 1,667,000 24,338 During the nine months ended September 30, 2023, the Company issued 5,967,590 During the nine months ended September 30, 2023, the Company issued 43,800,000 720,562 During the nine months ended September 30, 2023, the Company issued 5,000,000 50 39,398 During the nine months ended September 30, 2023, the Company issued 5 1/2 units or the equivalent of 27,500,000 253,000 During the nine months ended September 30, 2023, the Company issued 1,850,000 25,625 During the nine months ended September 30, 2023, the Company issued 1,000,000 11,125 Activity during the nine months ended September 30, 2022 During the nine months ended September 30, 2022, the Company issued 16,950,000 214,100 124,900 During the nine months ended September 30, 2022, the Company issued 2,428,777 During the nine months ended September 30, 2022, the Company issued 3,100,000 During the nine months ended September 30, 2022, the Company issued 62,250,000 1,281,900 Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) Stock Options The balance of all stock options outstanding as of September 30, 2023, is as follows: Schedule of Stock Options Outstanding Weighted Weighted Aggregate Exercise Price Contractual Intrinsic Options Per Share Term (years) Value Outstanding at December 31, 2022 3,012,410 $ 0.22 3.40 31,200 Granted 3,000,000 $ 0.01 - Cancelled (660 ) $ 11.60 - Exercised - $ - - Outstanding at September 30, 2023 6,011,750 $ 0.12 3.06 $ - Exercisable at September 30, 2023 1,011,750 $ 0.64 1.83 $ - Share-based compensation expenses for the nine months ended September 30, 2023 and 2022, totaled approximately $ 6,000 0 36,000 2.5 Warrants The balance of all warrants outstanding as of September 30, 2023, is as follows: Schedule of Warrants Outstanding Outstanding Warrants Weighted Weighted Average Remaining Exercise Price Contractual Shares Per Share Term (years) Outstanding at December 31, 2022 2,000 $ 50.0 0.22 Granted - $ - - Cancelled (2,000 ) $ 50.0 - Exercised - $ - Outstanding at September 30, 2023 - $ - - Exercisable at September 30, 2023 - $ - - Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) |
Related Party and former relate
Related Party and former related parties Transactions. | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party and former related parties Transactions. | Note 7 – 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, 2023, the balance of the deferred compensation was $ 630,568 225,000 118,250 As of September 30, 2023, the Company issued for the issuance of 20,000,000 282,000 One former executive of the Company has agreed to defer a portion of his compensation until cash flow improves. As of September 30, 2023, 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, 2023, was $ 5,340 5,215 2,500 As of September 30, 2023, notes payable remained outstanding to the former President of the Company, in the amount of $ 104,600 88,045 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 – Fair Value Measurements The Company 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, 2023 2022 Expected term 1 month 1 month Exercise price $ 0.0066 0.0151 $ 0.004 0.015 Expected volatility 154 158 % 152 169 % Expected dividends None None Risk-free interest rate 4.64 5.40 % 1.63 2.80 % 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 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 income (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 in 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. Company will perform valuation of derivative liabilities as a part of its 2023 10-K filing. Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) The following table presents changes in the liabilities with significant unobservable inputs (level 3) for the nine months ended September 30, 2023: Schedule of Fair Value of Derivative Liability Derivative Liability Balance December 31, 2022 $ 17,359,064 Settlement debt (10,769 ) Change in estimated fair value (11,445,466 ) Balance September 30, 2023 $ 5,902,829 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. 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, 2023: Schedule of Liabilities Significant Unobservable Inputs Fair Value Measurements Using Quoted Active Significant Other Significant Identical Observable Unobservable (Level 1) (Level 2) (Level 3) Total As of September 30, 2023 Derivative liability $ - $ - $ 5,902,829 $ 5,902,829 Total $ - $ - $ 5,902,829 $ 5,902,829 Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Legal Matters The Company is subject to certain legal proceedings, which it considers routine to its business activities. As of September 30, 2023, 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, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 10 – Concentrations Sales During the nine months ended September 30, 2023, we had one significant customer, which accounted for approximately 100 Supplier We also have a single source for our bioelectric medical devices, which account for 100 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events Management has evaluated events that have occurred subsequent to the date of these consolidated condensed financial statements and has determined that no such reportable subsequent events exist through the date the financial statements were issued in accordance with FASB ASC Topic 855, “Subsequent Events.” |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [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 accompanying consolidated condensed balance sheet as of September 30, 2023, the consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022, the consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022, and the consolidated statements of shareholders’ deficit for the three and nine months ended September 30, 2023 and 2022 are unaudited; however, in the opinion of management such interim 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 17, 2023. 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 to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to obtain adequate capital to fund operating losses until it becomes profitable. As of September 30, 2023, the Company had cash of approximately $ 0 23.1 0.4 66.6 Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) During the nine months ended September 30, 2023, the Company has raised $ 0.5 On September 26, 2022, the Company entered into an asset purchase agreement with a Company, which is engaged in the business of providing and laying of concrete primarily for residential tract developers, pursuant to which the Company will acquire all of the assets and liabilities for approximately $ 25.2 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, and or diversifying its business activities with the potential acquisition of specialty construction company. The Company will continue to raise additional capital through the issuance of fixed-rate conversion feature promissory notes. |
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 assessment of impairment of finite lived intangibles, 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, 2023, include stock options, warrants, and notes payable. The Company has 6,011,750 263,070 2,000 The components of basic and diluted income (loss) per share for the nine months ended September 30, 2023 and 2022 were as follows: Schedule of Earnings Per Share Basic and Diluted 2023 2022 Nine months ended September 30, 2023 2022 Numerator: Net income (loss) attributable to common shareholders $ 8,857,992 $ (5,542,700 ) Effect of dilutive securities Convertible notes (10,823,217 ) - Net loss for diluted earnings per share $ (2,295,225 ) $ (5,542,700 ) Denominator: Weighted-average number of common shares outstanding during the period 276,355,156 55,303,026 Dilutive effect of convertible notes payable 1,074,413,187 - Common stock and common stock equivalents used for diluted loss per share 1,350,768,342 55,303,026 The components of basic and diluted income (loss) per share for the three months ended September 30, 2023 and 2022 were as follows: 2023 2022 Three months ended September 30, 2023 2022 Numerator: Net income (loss) attributable to common shareholders $ (766,170 ) $ (603,360 ) Effect of dilutive securities Convertible notes 285,892 - Net loss for diluted earnings per share $ (480,278 ) $ (603,360 ) Denominator: Weighted-average number of common shares outstanding during the period 298,391,943 153,599,760 Dilutive effect of convertible notes payable 1,074,413,187 - Common stock and common stock equivalents used for diluted loss per share 1,372,805,130 153,599,760 |
Accounts Receivable | Accounts Receivable The Company uses the specific identification method for recording the provision for doubtful accounts, which was $ 0 Endonovo Therapeutics, Inc. Notes to Condensed Consolidated Financial Statements (continued) |
Newly Adopted Accounting Principles | Newly Adopted Accounting Principles 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 consolidated financial statements. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | The components of basic and diluted income (loss) per share for the nine months ended September 30, 2023 and 2022 were as follows: Schedule of Earnings Per Share Basic and Diluted 2023 2022 Nine months ended September 30, 2023 2022 Numerator: Net income (loss) attributable to common shareholders $ 8,857,992 $ (5,542,700 ) Effect of dilutive securities Convertible notes (10,823,217 ) - Net loss for diluted earnings per share $ (2,295,225 ) $ (5,542,700 ) Denominator: Weighted-average number of common shares outstanding during the period 276,355,156 55,303,026 Dilutive effect of convertible notes payable 1,074,413,187 - Common stock and common stock equivalents used for diluted loss per share 1,350,768,342 55,303,026 The components of basic and diluted income (loss) per share for the three months ended September 30, 2023 and 2022 were as follows: 2023 2022 Three months ended September 30, 2023 2022 Numerator: Net income (loss) attributable to common shareholders $ (766,170 ) $ (603,360 ) Effect of dilutive securities Convertible notes 285,892 - Net loss for diluted earnings per share $ (480,278 ) $ (603,360 ) Denominator: Weighted-average number of common shares outstanding during the period 298,391,943 153,599,760 Dilutive effect of convertible notes payable 1,074,413,187 - Common stock and common stock equivalents used for diluted loss per share 1,372,805,130 153,599,760 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Source of Revenue | For the three and nine months ended September 30, 2023 and 2022, the sources of revenue were as follows: Schedule of Source of Revenue 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Royalty/licensing, net $ - $ - $ 126,520 $ - Direct sales- medical care providers, gross 1,520 10,960 7,740 13,892 Total sources of revenue $ 1,520 $ 10,960 $ 134,260 $ 13,892 |
Patents (Tables)
Patents (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Patents | Schedule of Patents September 30, 2023 December 31, 2022 Patents $ 4,500,000 $ 4,500,000 Less accumulated amortization 3,719,740 3,234,556 Patents, net $ 780,260 $ 1,265,444 |
Schedule of Estimated Future Amortization Expense | The estimated future amortization expense related to patents as of September 30, 2023, is as follows: Schedule of Estimated Future Amortization Expense Twelve Months Ending September 30, Amount 2024 $ 646,192 2025 134,068 Total $ 780,260 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | As of September 30, 2023, and December 31, 2022, the notes payable activity was as follows: Schedule of Notes Payable September 30, 2023 December 31, 2022 Notes payable at beginning of period $ 7,163,832 $ 7,256,930 Notes payable issued 195,000 465,000 Repayments of notes payable in cash (40,000 ) (14,000 ) Settlement on note payable (133,650 ) (163,826 ) Less amounts converted to stock (100,000 ) (380,272 ) Notes payable at end of period 7,085,182 7,163,832 Less debt discount (28,210 ) (10,587 ) Note payable, net $ 7,056,972 $ 7,153,245 Notes payable issued to a former related party $ 104,600 $ 112,100 Notes payable issued to non-related parties $ 6,952,372 $ 7,041,145 |
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 Non-related Total Past due $ 104,600 $ 6,770,582 $ 6,875,182 September 30, 2024 - 210,000 210,000 $ 104,600 $ 6,948,082 $ 7,085,182 |
Shareholders_ Deficit (Tables)
Shareholders’ Deficit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Preferred Stock | The Company has authorized 5,000,000 Schedule of Preferred Stock Number of Shares Number of Shares Par Value Liquidation 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 - $ 0.0001 $ 1,000 Undesignated 3,922,000 - - - |
Schedule of Stock Options Outstanding | The balance of all stock options outstanding as of September 30, 2023, is as follows: Schedule of Stock Options Outstanding Weighted Weighted Aggregate Exercise Price Contractual Intrinsic Options Per Share Term (years) Value Outstanding at December 31, 2022 3,012,410 $ 0.22 3.40 31,200 Granted 3,000,000 $ 0.01 - Cancelled (660 ) $ 11.60 - Exercised - $ - - Outstanding at September 30, 2023 6,011,750 $ 0.12 3.06 $ - Exercisable at September 30, 2023 1,011,750 $ 0.64 1.83 $ - |
Schedule of Warrants Outstanding | The balance of all warrants outstanding as of September 30, 2023, is as follows: Schedule of Warrants Outstanding Outstanding Warrants Weighted Weighted Average Remaining Exercise Price Contractual Shares Per Share Term (years) Outstanding at December 31, 2022 2,000 $ 50.0 0.22 Granted - $ - - Cancelled (2,000 ) $ 50.0 - Exercised - $ - Outstanding at September 30, 2023 - $ - - Exercisable at September 30, 2023 - $ - - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 2022 Expected term 1 month 1 month Exercise price $ 0.0066 0.0151 $ 0.004 0.015 Expected volatility 154 158 % 152 169 % Expected dividends None None Risk-free interest rate 4.64 5.40 % 1.63 2.80 % Forfeitures None None |
Schedule of Fair Value of Derivative Liability | The following table presents changes in the liabilities with significant unobservable inputs (level 3) for the nine months ended September 30, 2023: Schedule of Fair Value of Derivative Liability Derivative Liability Balance December 31, 2022 $ 17,359,064 Settlement debt (10,769 ) Change in estimated fair value (11,445,466 ) Balance September 30, 2023 $ 5,902,829 |
Schedule of Liabilities Significant Unobservable Inputs | The following table presents balances in the liabilities with significant unobservable inputs (Level 3) as of September 30, 2023: Schedule of Liabilities Significant Unobservable Inputs Fair Value Measurements Using Quoted Active Significant Other Significant Identical Observable Unobservable (Level 1) (Level 2) (Level 3) Total As of September 30, 2023 Derivative liability $ - $ - $ 5,902,829 $ 5,902,829 Total $ - $ - $ 5,902,829 $ 5,902,829 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Net income (loss) attributable to common shareholders | $ (766,170) | $ (603,360) | $ 8,857,992 | $ (5,542,700) |
Convertible notes | 285,892 | (10,823,217) | ||
Net loss for diluted earnings per share | $ (480,278) | $ (603,360) | $ (2,295,225) | $ (5,542,700) |
Weighted-average number of common shares outstanding during the period | 298,391,943 | 153,599,760 | 276,355,156 | 55,303,026 |
Dilutive effect of convertible notes payable | 1,074,413,187 | 1,074,413,187 | ||
Common stock and common stock equivalents used for diluted loss per share | 1,372,805,130 | 153,599,760 | 1,350,768,342 | 55,303,026 |
Summary of significant accoun_4
Summary of significant accounting policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 26, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Cash | $ 0 | $ 0 | ||||
Working capital | 23,100,000 | 23,100,000 | ||||
Net cash provided by (used in) operating activities | 404,363 | $ 453,297 | ||||
Accumulated deficit | $ 66,630,590 | 66,630,590 | $ 75,119,183 | |||
Proceeds from equity financing | $ 500,000 | |||||
Anti dilutive shares | 1,074,413,187 | 1,074,413,187 | ||||
Accounts receivable allowance for credit loss, current | $ 0 | $ 0 | $ 0 | |||
Share-Based Payment Arrangement, Option [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Anti dilutive shares | 6,011,750 | 263,070 | ||||
Warrant [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Anti dilutive shares | 2,000 | |||||
Assets Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Purchase of assets and Liabilities | $ 25,200,000 |
Schedule of Source of Revenue (
Schedule of Source of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total sources of revenue | $ 1,520 | $ 10,960 | $ 134,260 | $ 13,892 |
Royalty/Licensing, Net [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sources of revenue | 126,520 | |||
Direct Sales Medical Care Providers Gross [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sources of revenue | $ 1,520 | $ 10,960 | $ 7,740 | $ 13,892 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) | 9 Months Ended | |
Sep. 30, 2023 USD ($) Integer | Jan. 25, 2023 USD ($) | |
Sales Support Service Agreement [Member] | Pulse Therapeutic Technology [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Deferred compensation | $ 118,000 | |
Royalty/Licensing, Net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross sale value of ongoing contract | $ 300,000 | |
Contract with Customer, Liability, Revenue Recognized | $ 126,520 | |
Number of Reporting Units | Integer | 1,000 |
Schedule of Patents (Details)
Schedule of Patents (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 4,500,000 | $ 4,500,000 |
Less accumulated amortization | 3,719,740 | 3,234,556 |
Patents, net | $ 780,260 | $ 1,265,444 |
Schedule of Estimated Future Am
Schedule of Estimated Future Amortization Expense (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 646,192 | |
2025 | 134,068 | |
Patents, net | $ 780,260 | $ 1,265,444 |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2023 | |
Amortization expense | $ 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, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable at beginning of period | $ 7,163,832 | $ 7,256,930 |
Notes payable issued | 195,000 | 465,000 |
Repayments of notes payable in cash | (40,000) | (14,000) |
Settlement on note payable | (133,650) | (163,826) |
Less amounts converted to stock | (100,000) | (380,272) |
Notes payable at end of period | 7,085,182 | 7,163,832 |
Less debt discount | (28,210) | (10,587) |
Note payable, net | 7,056,972 | 7,153,245 |
Former Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | 104,600 | 112,100 |
Nonrelated Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | $ 6,952,372 | $ 7,041,145 |
Schedule of Maturity Dates of N
Schedule of Maturity Dates of Notes Payable (Details) | Sep. 30, 2023 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Past due | $ 6,875,182 |
June 30, 2024 | 210,000 |
Total | 7,085,182 |
Former Related Party [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Past due | 104,600 |
June 30, 2024 | |
Total | 104,600 |
Nonrelated Party [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Past due | 6,770,582 |
June 30, 2024 | 210,000 |
Total | $ 6,948,082 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Debt conversion, stock issued value | $ 100,000 | $ 214,100 | ||||
Debt instrument, accrued interest | $ 9,000 | |||||
Debt conversion, stock issued shares | 10,900,000 | 16,950,000 | ||||
Principal payment of debt | $ 20,000 | |||||
Number of shares issued | 1,000,000 | |||||
Extension fee payable | 2,500 | |||||
Note payable issued | 195,000 | $ 465,000 | ||||
Principal amount | $ 1,440,000 | 1,440,000 | ||||
Accrued interest | 338,403 | $ 124,900 | 338,403 | $ 124,900 | ||
Notes payable | 7,085,182 | $ 7,085,182 | 7,163,832 | $ 7,256,930 | ||
Debt instrument description | the Company to issue additional shares to ensure that the investor can realize a profit of 15% or 18% reselling the conversion shares. | |||||
Value of good provision | 250,000 | $ 250,000 | ||||
Description of percentage of cash premium | certain fixed-rate notes include a prepayment provision, which entitles the holder to a 15% cash premium. | Certain fixed-rate notes include a prepayment provision, which entitles the holder to a 15% or 18% premium upon cash redemption by the Company. | ||||
Gain on debt extinguishment | 0 | 319,081 | $ 156,062 | $ 362,894 | ||
Proceeds from notes payable | 195,000 | 400,000 | ||||
Prepayment penalty | 243,000 | 243,000 | ||||
Former Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal payment of debt | 7,500 | |||||
Note payable | 104,600 | 104,600 | 112,100 | |||
Fixed Rate Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | 1,849,728 | 1,849,728 | 1,819,728 | |||
Accrued interest | $ 429,500 | $ 429,500 | $ 310,960 | |||
Variable Rate Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion, stock issued shares | 4,300,590 | |||||
Gain on debt extinguishment | $ 77,000 | |||||
Convertible notes | 4,607,100 | 4,607,100 | ||||
Five Fixed Rated Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Promissory notes | 400,000 | 400,000 | ||||
Proceeds from notes payable | 400,000 | |||||
Eighteen Fixed Rated Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | 1,920,900 | 1,920,900 | ||||
Eighteen Fixed Rated Notes [Member] | Past Maturity [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | 1,045,900 | 1,045,900 | ||||
Fourteen Fixed Rated Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | 1,400,000 | 1,400,000 | ||||
Value of good provision | $ 209,000 | $ 209,000 | ||||
Debt instrument description | Such provision will require the Company to issue additional shares to ensure that the investor can realize a profit of 15% or 18% reselling the conversion shares. | |||||
Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 10% | 10% | ||||
Maturity term | 1 month | |||||
Minimum [Member] | Former Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 10% | 10% | ||||
Minimum [Member] | Five Fixed Rated Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 15% | 15% | ||||
Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 15% | 15% | ||||
Maturity term | 9 months | |||||
Maximum [Member] | Former Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 12% | 12% | ||||
Maximum [Member] | One Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 18% | 18% |
Schedule of Preferred Stock (De
Schedule of Preferred Stock (Details) | Sep. 30, 2023 USD ($) $ / shares shares |
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 | |
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) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Stock Options Outstanding, Beginning Balance | shares | 3,012,410 |
Weighted Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 0.22 |
Weighted Average Remaining Contractual Term (years), Outstanding Beginning | 3 years 4 months 24 days |
Aggregated Intrinsic Value, Outstanding Beginning Balance | $ | $ 31,200 |
Stock Options Outstanding, Granted | shares | 3,000,000 |
Weighted Average Exercise Price Per Share, Granted | $ / shares | $ 0.01 |
Stock Options Outstanding, Cancelled | shares | (660) |
Weighted Average Exercise Price Per Share, Cancelled | $ / shares | $ 11.60 |
Stock Options Outstanding, Exercised | shares | |
Weighted Average Exercise Price Per Share, Exercised | $ / shares | |
Stock Options Outstanding, Ending Balance | shares | 6,011,750 |
Weighted Average Exercise Price Per Share, Ending Balance | $ / shares | $ 0.12 |
Weighted Average Remaining Contractual Term (years), Ending | 3 years 21 days |
Aggregated Intrinsic Value, Ending | $ | |
Stock Options Outstanding, Exercisable Ending Balance | shares | 1,011,750 |
Weighted Average Exercise Price Per Share, Exercisable Ending Balance | $ / shares | $ 0.64 |
Weighted Average Remaining Contractual Term (years), Exercisable | 1 year 9 months 29 days |
Aggregated Intrinsic Value, Exercisable Ending | $ |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares Outstanding, Beginning Balance | shares | 2,000 |
Weighted Average Exercise Price Per Share, Outstanding Beginning Balance | $ / shares | $ 50 |
Weighted Average Remaining Contractual Term (years), Outstanding Beginning | 2 months 19 days |
Shares, Granted | shares | |
Weighted Average Exercise Price Per Share, Granted | $ / shares | |
Shares, Cancelled | shares | (2,000) |
Weighted Average Exercise Price Per Share, Cancelled | $ / shares | $ 50 |
Shares, Exercised | shares | |
Weighted Average Exercise Price Per Share, Exercised | $ / shares | |
Shares Outstanding, Ending Balance | shares | |
Weighted Average Exercise Price Per Share, Outstanding Ending Balance | $ / shares | |
Shares Exercisable, Ending Balance | shares | |
Weighted Average Exercise Price Per Share, Exercisable Ending Balance | $ / shares |
Shareholders_ Deficit (Details
Shareholders’ Deficit (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||||
Jan. 29, 2020 | Dec. 22, 2017 | Feb. 07, 2017 | Feb. 22, 2013 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 11, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Shares issued for conversion of notes payable, shares | 10,900,000 | 16,950,000 | |||||||||||||
Conversion of common stock | $ 109,000 | $ 115,200 | $ 88,800 | ||||||||||||
Issuance of common stock | 1,000,000 | ||||||||||||||
Gain on debt extinguishment | $ 0 | $ 319,081 | $ 156,062 | $ 362,894 | |||||||||||
Principal amount | 1,440,000 | $ 1,440,000 | |||||||||||||
Fair value of defered compensation | $ 24,338 | ||||||||||||||
Shares issued for common stock for services, shares | 43,800,000 | 62,250,000 | |||||||||||||
Shares issued for common stock for services, value | 16,000 | 172,950 | 135,000 | $ 1,281,900 | $ 720,562 | $ 1,281,900 | |||||||||
Common stock new issuance, value | $ 46,000 | $ 207,000 | |||||||||||||
Accrued interest | 338,403 | $ 124,900 | 338,403 | 124,900 | |||||||||||
Share-based compensation expenses | 6,000 | $ 0 | |||||||||||||
Unrecognized stock-based compensation expense | $ 36,000 | $ 36,000 | |||||||||||||
Remaining vesting period | 2 years 6 months | ||||||||||||||
Securities Purchase Agreements [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Issuance of common stock | 1,850,000 | ||||||||||||||
Shares issued for common stock for services, value | $ 25,625 | ||||||||||||||
Securities Purchase Agreements One [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Issuance of common stock | 1,000,000 | ||||||||||||||
Shares issued for common stock for services, value | $ 11,125 | ||||||||||||||
Purchase Agreement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Issuance of common stock | 3,100,000 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Issuance of common stock | 27,500,000 | ||||||||||||||
Common stock new issuance, value | $ 253,000 | ||||||||||||||
One Investor [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Issuance of common stock | 1,507,277 | 2,428,777 | |||||||||||||
Gain on debt extinguishment | $ 24,870 | ||||||||||||||
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, shares outstanding | 25,000 | 25,000 | 25,000 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Number of shares authorized | 50,000 | ||||||||||||||
Preferred stock, shares outstanding | 600 | 600 | 600 | ||||||||||||
Stated value dividend | 75% | ||||||||||||||
Warrants term | three-year | ||||||||||||||
Share exercise price | 150% | ||||||||||||||
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 | ||||||||||||||
Preferred stock, shares outstanding | 738 | 738 | 738 | ||||||||||||
Liquidation value of preferred stock, per share | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||
Preferred stock, dividend per share | $ 20 | ||||||||||||||
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. | ||||||||||||||
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, shares outstanding | 0 | 0 | 0 | 0 | 50 | ||||||||||
Liquidation value of preferred stock, per share | $ 1,000 | $ 1,000 | |||||||||||||
Conversion price | 0.01% | ||||||||||||||
Number of shares issued | 5,000,000 | 5,000,000 | |||||||||||||
Shares issued for conversion of notes payable, shares | 50 | ||||||||||||||
Conversion of stock description | The Company is also committed to providing additional shares of common stock if the holders of Series D do not realize a 15% profit on the resale of the conversion shares. | ||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Inducement loss | $ 39,398 | ||||||||||||||
Preferred Stock Designated [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Number of shares authorized | 5,000,000 | 5,000,000 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Number of shares issued | 5,000,000 | 5,000,000 | |||||||||||||
Shares issued for conversion of notes payable, shares | 16,950,000 | ||||||||||||||
Shares issued for conversion of notes payable, shares | 10,900,000 | 6,500,000 | 3,700,000 | 10,900,000 | |||||||||||
Conversion of common stock | $ 1,090 | $ 650 | $ 370 | $ 109,000 | |||||||||||
Issuance of common stock | 5,000,000 | 22,500,000 | 5,967,590 | ||||||||||||
Gain on debt extinguishment | $ 77,000 | ||||||||||||||
Debt conversion, stock issued shares | 4,300,590 | 2,428,777 | 4,300,590 | ||||||||||||
Principal amount | $ 113,650 | $ 113,650 | |||||||||||||
Number of shares issued, share | 1,667,000 | 1,667,000 | |||||||||||||
Fair value of defered compensation | $ 167 | $ 24,338 | |||||||||||||
Shares issued for common stock for services, shares | 8,000,000 | 1,000,000 | 12,850,000 | 6,750,000 | 62,250,000 | ||||||||||
Shares issued for common stock for services, value | $ 100 | $ 1,285 | $ 675 | $ 6,225 | |||||||||||
Common stock new issuance, value | $ 500 | $ 2,250 | |||||||||||||
Shares issued for conversion of notes payable | $ 214,100 | ||||||||||||||
Accrued interest | $ 124,900 | $ 124,900 | |||||||||||||
Common Stock [Member] | Series D Preferred Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Shares issued for conversion of notes payable, shares | 50 |
Related Party and former rela_2
Related Party and former related parties Transactions. (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | |||
Number of shares issued, value | $ 24,870 | ||
Repayment of debt | $ 7,500 | $ 9,500 | |
Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Due to officer | $ 5,340 | ||
Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 1,507,277 | 20,000,000 | |
Number of shares issued, value | $ 151 | $ 282,000 | |
Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Deferred compensation | 630,568 | ||
Accrual deferred compensation | 225,000 | ||
Cash repayments of deferred compensation | 118,250 | ||
Advance from officer | 5,215 | ||
Repayment of debt | 2,500 | ||
One Former Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Deferred compensation | 632,257 | ||
Former President [Member] | |||
Related Party Transaction [Line Items] | |||
Notes payable – former related party | 104,600 | ||
Interest payable | $ 88,045 |
Schedule of Conversion Feature
Schedule of Conversion Feature Using Black Scholes Option Pricing Model (Details) | 9 Months Ended | |
Sep. 30, 2023 $ / shares | Sep. 30, 2022 $ / shares | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, term | 1 month | 1 month |
Measurement Input, Exercise Price [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentage | 0.0066 | 0.004 |
Measurement Input, Exercise Price [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentage | 0.0151 | 0.015 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentage | 154 | 152 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentage | 158 | 169 |
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 | 4.64 | 1.63 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentage | 5.40 | 2.80 |
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, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, beginning balance | $ 17,359,064 |
Settlement debt | (10,769) |
Change in estimated fair value | (11,445,466) |
Derivative Liability, ending balance | $ 5,902,829 |
Schedule of Liabilities Signifi
Schedule of Liabilities Significant Unobservable Inputs (Details) | Sep. 30, 2023 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability | $ 5,902,829 |
Total | 5,902,829 |
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 | 5,902,829 |
Total | $ 5,902,829 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - Revenue Benchmark [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Customer Concentration Risk [Member] | One Significant Customer [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 100% |
Supplier Concentration Risk [Member] | Supplier [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 100% |