Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 20, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | eWELLNESS HEALTHCARE Corp | ||
Entity Central Index Key | 0001550020 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 44,238,932,924 | ||
Entity Common Stock, Shares Outstanding | 467,038,350 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 240,722 | $ 383,335 |
Accounts receivable | 3,635 | |
Prepaid expenses | 157,139 | 95,508 |
Total current assets | 401,496 | 478,843 |
Property & equipment, net | 22,810 | 14,092 |
Intangible assets, net | 9,000 | 11,000 |
TOTAL ASSETS | 433,306 | 503,935 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 310,747 | 236,741 |
Accounts payable - related party | 586,372 | 684,173 |
Accrued expenses - related party | 138,868 | 214,076 |
Accrued compensation | 532,974 | 1,113,470 |
Contingent liability | 90,000 | |
Convertible debt, net of discount | 2,240,408 | 562,362 |
Derivative liability | 3,529,974 | 1,584,102 |
Total current liabilities | 7,339,343 | 4,484,924 |
Total Liabilities | 7,339,343 | 4,484,924 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, authorized, 20,000,000 shares, $.001 par value, 250,000 and 0 issued and outstanding, respectively | 250 | |
Common stock, authorized 4,500,000,000 shares, $.001 par value, 12,752,084 and 4,128,139 issued and outstanding, respectively | 12,752 | 4,128 |
Shares to be issued | 150 | |
Additional paid in capital | 23,942,830 | 17,416,117 |
Accumulated deficit | (30,862,019) | (21,401,234) |
Total Stockholders' Deficit | (6,906,037) | (3,980,989) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 433,306 | $ 503,935 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 250,000 | 0 |
Preferred stock, shares outstanding | 250,000 | 0 |
Common stock, shares authorized | 4,500,000,000 | 4,500,000,000 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares issued | 12,752,084 | 4,128,139 |
Common stock, shares outstanding | 12,752,084 | 4,128,139 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUE | $ 3,635 | |
OPERATING EXPENSES | ||
Executive compensation | 408,000 | 408,000 |
General and administrative | 1,492,944 | 1,156,938 |
Professional fees | 2,403,898 | 2,130,131 |
Total Operating Expenses | 4,304,842 | 3,695,069 |
Loss from Operations | (4,301,207) | (3,695,069) |
OTHER INCOME (EXPENSE) | ||
Interest income | 41 | |
Gain (loss) on extinguishment of debt | 159,479 | |
Gain (loss) on derivative liability | (720,653) | (178,938) |
Gain on contingent liability | 90,000 | |
Foreign exchange rate | 12,598 | |
Loss on disposal of asset | (2,134) | |
Interest expense | (4,527,336) | (745,542) |
Net Loss before Income Taxes | (9,459,155) | (4,449,606) |
Income tax expense | (1,630) | (1,856) |
Net Loss | $ (9,460,785) | $ (4,451,462) |
Basic and diluted (loss) per common share | $ (1.86) | $ (1.32) |
Weighted average shares outstanding | 5,083,148 | 3,374,115 |
Statement of Stockholders' Defi
Statement of Stockholders' Deficit - USD ($) | Preferred Shares [Member] | Common Stock [Member] | Shares to be Issued [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 2,847 | $ 13,317,636 | $ (16,949,772) | $ (3,629,289) | ||
Balance, shares at Dec. 31, 2017 | 2,847,048 | |||||
Contributed services | 220,500 | 220,500 | ||||
Option expense | 467,938 | 467,938 | ||||
Shares issued for debt conversion | $ 706 | 2,111,741 | 2,112,447 | |||
Shares issued for debt conversion, shares | 705,714 | |||||
Shares issued for prepaid services | $ 52 | 239,248 | 239,300 | |||
Shares issued for prepaid services, shares | 52,000 | |||||
Shares issued for services | $ 106 | 512,009 | $ 512,115 | |||
Shares issued for services, shares | 106,000 | 106,000 | ||||
Shares issued for contributions | $ 20 | 69,980 | $ 70,000 | |||
Shares issued for contributions, shares | 20,000 | |||||
Shares issued for financing costs | $ 49 | 127,325 | $ 127,374 | |||
Shares issued for financing costs, shares | 49,377 | 49,377 | ||||
Shares issued to officers, directors and consultants | $ 348 | 349,740 | $ 350,088 | |||
Shares issued to officers, directors and consultants, shares | 348,000 | |||||
Net loss | (4,451,462) | (4,451,462) | ||||
Balance at Dec. 31, 2018 | $ 4,128 | 17,416,117 | (21,401,234) | (3,980,989) | ||
Balance, shares at Dec. 31, 2018 | 4,128,139 | |||||
Contributed services | 216,000 | 216,000 | ||||
Shares issued for debt conversion | $ 8,225 | 3,929,566 | 3,937,791 | |||
Shares issued for debt conversion, shares | 8,225,381 | |||||
Shares issued for prepaid services | $ 235 | 945,726 | 945,961 | |||
Shares issued for prepaid services, shares | 235,064 | |||||
Shares issued for services | $ 128 | 150 | 511,607 | $ 511,885 | ||
Shares issued for services, shares | 127,500 | 127,500 | ||||
Shares issued for financing costs | $ 20 | 114,980 | $ 115,000 | |||
Shares issued for financing costs, shares | 20,000 | |||||
Shares issued to officers, directors and consultants | $ 250 | 749,750 | 750,000 | |||
Shares issued to officers, directors and consultants, shares | 250,000 | |||||
Shares issued for cash | $ 16 | 59,084 | 59,100 | |||
Shares issued for cash, shares | 16,000 | |||||
Net loss | (9,460,785) | (9,460,785) | ||||
Balance at Dec. 31, 2019 | $ 250 | $ 12,752 | $ 150 | $ 23,942,830 | $ (30,862,019) | $ (6,906,037) |
Balance, shares at Dec. 31, 2019 | 250,000 | 12,752,084 |
Statement of Stockholders' De_2
Statement of Stockholders' Deficit (Parenthetical) | Dec. 16, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Stockholders' Equity [Abstract] | |||
Reverse stock split, description | 1:50 reverse split | 50:1 split | 50:1 split |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (9,460,785) | $ (4,451,462) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,731 | 5,982 |
Contributed services | 216,000 | 220,500 |
Shares issued for consulting services | 511,885 | 512,115 |
Shares issued for contribution | 70,000 | |
Shares issued for financing costs | 135,900 | 127,374 |
Shares issued to officers, directors and consultants | 187,500 | 350,088 |
Options expense | 467,938 | |
Amortization of debt discount and prepaids | 4,805,376 | 812,499 |
Loss on disposal of fixed asset | 2,134 | |
Gain on settlement of debt | (159,479) | |
Gain on contingent liability | (90,000) | |
Foreign currency exchange gain | (12,598) | |
Loss on derivative liability | 720,653 | 178,938 |
Changes in operating assets and liabilities | ||
Prepaid expense | (49,197) | 22,479 |
Accounts receivable | (3,635) | |
Accounts payable and accrued expenses | 231,762 | 130,454 |
Accounts payable - related party | (97,800) | 332,661 |
Accrued expenses - related party | (22,708) | 60,067 |
Accrued compensation | (70,496) | 42,101 |
Net cash used in operating activities | (2,978,814) | (1,288,209) |
Cash flows from investing activities | ||
Purchase of equipment | (13,449) | (14,233) |
Net cash used in investing activities | (13,449) | (14,233) |
Cash flows from financing activities | ||
Shares issued for cash | 59,100 | |
Proceeds from issuance of convertible debt | 4,458,450 | 1,922,600 |
Original issue discount and debt issuance costs | (565,450) | (242,700) |
Payments on debt | (1,102,450) | (1,005) |
Net cash provided by financing activities | 2,849,650 | 1,678,895 |
Net increase (decrease) in cash | (142,613) | 376,453 |
Cash, beginning of period | 383,335 | 6,882 |
Cash, end of period | 240,722 | 383,335 |
Cash paid for: | ||
Taxes | 1,600 | 1,856 |
Interest Expense | ||
Non cash items: | ||
Warrants issued with debt | ||
Derivative liability and debt discount issued with new notes | $ 4,385,384 | $ 1,099,732 |
Shares issued for debt conversion | 1,955,557 | 1,456,782 |
Exercise of warrants | ||
Shares issued for extinguishment of accounts payable | ||
Shares issued to directors and consultants as reduction of contributed capital | 1,215,912 | |
Shares issued for prepaids | $ 945,961 | $ 239,300 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | Note 1. The Company The Company and Nature of Business eWellness Healthcare Corporation (the “eWellness”, “Company”, “we”, “us”, “our”) was incorporated in the State of Nevada on April 7, 2011. The Company has generated minimal revenues to date. eWellness Healthcare Corporation is the first physical therapy telehealth company to offer real-time distance monitored assessments and treatments. Our business model is to have large-scale employers use our PHZIO platform as a fully PT monitored corporate musculoskeletal treatment (“MSK”) wellness program. The Company’s PHZIO home physical therapy assessment and exercise platform has been designed to disrupt the $30 billion physical therapy market, the $4 billion MSK market and the $8 billion corporate wellness industry. PHZIO re-defines the way MSK physical therapy can be delivered. PHZIO is the first real-time remote monitored 1-to-many MSK physical therapy platforms for home use. We have commenced treating patients on various commercial contracts and have generated minimal initial revenues during the 4 th Our latest challenges in the Workers Compensation space has been patient adoption of PHZIO, related to a patients’ choice to choose if they are treated in-clinic or digitally. They are nearly all choosing in-clinic care. Our pivot to address this issue was to develop and sell MSK 360 a pre-injury fitness exam and custom exercise platform that is just rolling out now. Next, we finally are getting traction for our Per-Hab product with several large TPA’s. Lastly, multiple clients are requesting a Rheumatoid Arthritis Exercise product (RA 360) that is currently being developed with a launch date of mid-January. With the success of MSK 360 we expect that more Workers Comp patients will choose digital care over in-clinic care. We have now developed four key products with large scale users that need to turn on utilization in 2020. We have a large list of corporate self-insured, TPA and insurance company sales book that we are actively focused on selling to them our MSK-360 and Pre-Hab platforms. We expect good traction from many of these firms in 2020. These products are: +PHZIO: Realtime PT monitored Digital PT Treatments (post-injury) +MSK 360: Digital “PHZIOFIT” fitness exam and customer exercise plans for employees, (pre-injury) +Pre-Hab: Digital pre-surgery (non-monitored) for Total Knee, Hip and Shoulder surgery (post injury and pre-surgery) +RA 360: (Available January 2020) Rheumatoid Arthritis Exercise Plan |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared to reflect the financial position, results of operations and cash flows of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The information regarding common stock shares, options and warrants throughout this document have been adjusted to reflect the 1:50 reverse split authorized by the Board of Directors on December 16, 2019 and further approved by FINRA on February 12, 2020. 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 reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these good faith estimates and judgments. Going Concern For the year ended December 31, 2019, the Company had minimal revenues. The Company has an accumulated deficit of $30,862,019 and a working capital deficit of $6,937,847. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue operations is dependent upon the Company’s ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations, of which there can be no guarantee. The Company intends to finance its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Fair Value of Financial Instruments The Company complies with the accounting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10, Fair Value Measurements, The guidance also establishes a fair value hierarchy for measurements of fair value as follows: Level 1 – quoted market prices in active markets for identical assets or liabilities. Level 2 – inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of December 31, 2019, the Company had the following assets and liabilities measured at fair value on a recurring basis. Total Level 1 Level 2 Level 3 Derivative Liability $ 3,529,974 $ - $ - $ 3,529,974 Total Liabilities measured at fair value $ 3,529,974 $ - $ - $ 3,529,974 As of December 31, 2018, the Company had the following assets and liabilities measured at fair value on a recurring basis. Total Level 1 Level 2 Level 3 Derivative Liability $ 1,584,102 $ - $ - $ 1,584,102 Total Liabilities measured at fair value $ 1,584,102 $ - $ - $ 1,584,102 Property and Equipment Property and equipment are recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. Depreciation is recorded over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The estimated useful lives for significant property and equipment categories are as follows: Furniture and Fixtures 5-7 Years Computer Equipment 5-7 Years Software 3 Years The Company regularly evaluates whether events or circumstances have occurred that indicate the carrying value of long-lived assets may not be recoverable. If factors indicate the asset may not be recoverable, we compare the related undiscounted future net cash flows to the carrying value of the asset to determine if impairment exists. If the expected future net cash flows are less than the carrying value, an impairment charge is recognized based on the fair value of the asset. For the years ended December 31, 2019 and 2018, there was no impairment recognized. Intangible Assets The Company accounts for assets that are not physical in nature as intangible assets. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. Intangible assets with indefinite useful lives are reassessed each year for impairment. If an impairment has occurred, then a loss is recognized. An impairment loss is determined by subtracting the asset’s fair value from the asset’s book/carrying value. For the years ended December 21, 2019 and 2018, there was no impairment recognized. Income Taxes The Company accounts for income taxes under FASB ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all the benefits of deferred tax assets will not be realized. Debt Issuance Costs The Company accounts for debt issuance costs in accordance with ASU 2015-03. This guidance requires direct and incremental costs associated with the issuance of debt instruments such as legal fees, printing costs and underwriters’ fees, among others, paid to parties other than creditors, are reported and presented as a reduction of debt on the consolidated balance sheets. Debt issuance costs and premiums or discounts are amortized over the term of the respective financing arrangement using the effective interest method. Amortization of these amounts is included as a component of interest expense net, in the consolidated statements of operations. Cash and Cash Equivalents Cash and cash equivalents include all cash deposits and highly liquid financial instruments with an original maturity to the Company of three months or less. The Company maintains cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. Loss per Common Share The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. As the Company has incurred losses for the periods ended December 31, 2019 and 2018, no dilutive shares are added into the loss per share calculations. While currently antidilutive, the following instruments could potentially dilute EPS in the future resulting in the following common stock equivalents 2019 2018 Options 57,000 57,000 Warrants 42,015 74,364 Convertible Notes 1,782,346 506,605 1,881,361 637,969 Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”, which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. The amendments in ASU 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company complies with the provisions of this amendment in recording share-based payment transactions at grant date per the equity valuation on that date. The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3. Property and Equipment Property and equipment consist of computer equipment that is stated at cost $31,888 and $22,654 less accumulated depreciation of $9,078 and $8,562 for the years ended December 31, 2019 and 2018, respectively. Depreciation expense was $4,731 and $3,028 for the years ended December 31, 2019 and 2018, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4. Intangible Assets The Company recognizes the cost of a software license and a license for use of a programming code as intangible assets. The stated cost of these assets was $24,770 and $24,770 less accumulated amortization of $15,770 and $13,770 for the years ended December 31, 2019 and 2018, respectively. For the years ended December 31, 2019 and 2018, the amortization expense recorded was $2,000 and $2,954, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5. Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Tax Cuts and Jobs Act, enacted on December 22, 2017, reduced the U.S. corporate statutory tax rate from 35% to 21% beginning on January 1, 2018. Net deferred tax liabilities consist of the following components as of December 31, 2019 and 2018: 2019 2018 Deferred tax assets: NOL carryover $ 2,402,900 $ 1,204,500 Accrued payroll 111,900 233,800 Deferred rent - - Related party accruals 123,100 143,700 Deferred tax liabilities Depreciation 800 300 Valuation allowance (2,638,700 ) (1,582,300 ) Net deferred tax asset $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2019 and 2018 due to the following: 2019 2018 Book loss $ (1,986,800 ) $ (934,800 ) Depreciation (500 ) - Contributed services 45,400 46,300 Meals & entertainment 10,800 4,200 Stock for prepaids 196,000 63,200 Stock for consulting 157,900 222,500 Option expense - 98,300 Amortization of debt discount 813,100 107,400 Accrued payroll (121,900 ) 8,800 Loss on conversion of debt - (159,500 ) Gain on contingent liability (18,900 ) - Related party accruals (20,500 ) - Loss on derivative 151,300 37,600 Valuation allowance 774,100 506,000 $ - $ - At December 31, 2019, the Company had net operating loss carryforwards of approximately $11,505,000 that may be offset against future taxable income from the year 2020 through 2039. No tax benefit has been reported in the December 31, 2019 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the years ended December 31, 2019 and 2018, the Company did not recognize any interest or penalties, nor did we have any interest or penalties accrued related to unrecognized benefits. The tax years ended December 31, 2019, 2018 and 2017 are open for examination for federal income tax purposes and by other major taxing jurisdictions to which we are subject. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6. Related Party Transactions In November 2016, the Company signed an agreement with a programming company (“PC”) within which one of the Company’s directors and Chief Technical Officer (“CTO”) is the Chief Marketing Officer. The agreement is for additional features to be programmed for the launch of the PHZIO platform. The Company is to pay a monthly base fee of $100,000 for the development and compensation for the Company’s CEO and CTO. Following payment of the initial $100,000, the Company is obligated to only pay $50,000 monthly until the PC has successfully signed and collected the first monthly service fee for 100 physical therapy clinics to use the PHZIO platform. The PC will also have the right to appoint 40% of the directors. At the end of December 31, 2019, the Company had a payable of $582,832 due to this company. For the first nine months of the year ended December 31, 2018, the Company rented office space from a company owned by our CEO. The imputed rent expense of $500 per month for nine months is recorded in the Statement of Operations and Additional Paid in Capital in the Balance Sheet. For the last three months of the year ended December 31, 2018 and the full year ended December 31, 2019 the Company rented office space from a third-party provider. Throughout the year ended December 31, 2019, the officers and directors of the Company incurred business expenses on behalf of the Company. The amounts payable to the officers as of December 31, 2019 and December 31, 2018 were $1,368 and $3,076, respectively. There were no expenses due to the board members, but the Company has accrued directors’ fees of $137,500 and $211,000 at December 31, 2019 and December 31, 2018, respectively. Because the Company is not yet profitable the officers have agreed to defer compensation. The Company had accrued executive compensation of $532,974 and $1,113,470 at December 31, 2019 and December 31, 2018 respectively. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 7. Convertible Notes Payable Year Ended December 31, 2019 In January 2019, the Company received the third tranche of $60,000 relating to a note executed on July 13, 2018. During the year ending December 31, 2019, the Company accrued interest expense of $1,350. In July 2019, the Company prepaid this note of $60,000 plus accrued interest and a prepayment penalty of $30,000. At December 31, 2019, this note is fully paid. In January 2019, the Company executed an 8% Convertible Promissory Notes payable to an institutional investor in the principal amount of $308,000. The note, which is due on January 8, 2020, has an original issue discount of $28,000 and transaction costs of $10,000. The convertible note converts into common stock of the Company at a conversion price that shall be equal to the 70% of the average of the two lowest per share trading prices for the twenty (20) trading days prior to the conversion date. During the year ended December 31, 2019, the Company accrued interest expense of $20,466. During the year ended December 31, 2019, the investor converted $266,000 of principal and $17,672 of accrued interest for 1,409,860 shares of common stock prices ranging between $.05 and $1.75. At December 31, 2019, there is $42,000 principal outstanding. In January 2019, the Company executed an 8% Convertible Promissory Notes payable to an institutional investor in the principal amount of $308,000 each. The note, which is due on January 8, 2020, has an original issue discount of $28,000 and transaction costs of $10,000. The convertible note converts into common stock of the Company at a conversion price that shall be equal to the 70% of the average of the two lowest per share trading prices for the twenty (20) trading days prior to the conversion date. During the year ended December 31, 2019, the Company accrued interest expense of $18,535. During the year ended December 31, 2019, the investor converted $308,000 of principal and $18,535 of accrued interest for 839,210 shares of common stock for prices ranging from $.10 to $2.10. At December 31, 2019, this note is fully converted. In January 2019, the Company executed a 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $114,000. The note, which is due on October 30, 2019, has an original issue discount of $11,000 and transaction costs of $3,000. The convertible note converts into common stock of the Company at a conversion price that shall be equal to the 70% average of the two lowest per share trading prices for the ten (10) trading days prior to the conversion date. During the year ended December 31, 2019, the Company accrued interest expense of $6,028. In July 2019, the Company prepaid this note of $114,000 plus accrued interest and a prepayment penalty of $42,010. At December 31, 2019, this note is fully paid. In January 2019, the Company executed a 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $58,300. The note, which is due on November 15, 2019, has an original issue discount of $5,300 and transaction costs of $3,000. The convertible note converts into common stock of the Company at a conversion price that shall be equal to the 70% average of the two lowest per share trading prices for the ten (10) trading days prior to the conversion date. During the nine months ended December 31, 2019, the Company accrued interest of $2,753. In July 2019, the Company prepaid this note of $58,300 plus accrued interest and a prepayment penalty of $21,369. At December 31, 2019, this note is fully paid. In February 2019, the Company received the fourth tranche of $30,000 relating to a note executed on July 13, 2018. During the year ending December 31, 2019, the Company accrued interest of $700. During the year ended December 31, 2019, the investor converted $29,504 of principal for 382,800 shares of common stock at prices ranging from $.05 and $1.50. At December 31, 2019, there is $496 principal and $700 accrued interest outstanding. In March 2019, the Company executed a Securities Purchase Agreement for Convertible Debentures to an institutional investor in the principal amount of $365,000 to be funded in six tranches: $65,000 at signing, $100,000 forty-five (45) days after the signing date and $200,000 forty-five (45) days after the second closing date. The debentures, which are payable on March 18, 2022, have a 10% original issue discount and a commitment fee of $5,000 payable with the signing debenture. The debentures convert into common stock of the Company at a conversion price equal to the lesser of (i) $6.00 or (ii) seventy percent (70%) of the lowest traded price (as reported by Bloomberg LP) of the common stock for the ten (10) trading days prior to the conversion date. The first tranche of $65,000 was received in March 2019. In September 2019, the Company prepaid this note of $65,000 and a prepayment penalty of $19,500. At December 31, 2019, this note is fully paid. In March 2019, the Company executed a 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $47,300. The note, which is payable on January 30, 2020, has an original issue discount of $4,300 and transaction costs of $3,000. The convertible note converts into common stock of the Company at a conversion price equal to 70% of the average of the lowest two (2) trading prices during the ten (10) trading day period ending on the last complete trading day prior to the conversion date. During the year ended December 31, 2019, the Company accrued interest expense of $3,226. In September 2019, the Company prepaid this note of $47,300 plus accrued interest and a prepayment penalty of $16,555. At December 31, 2019, this note is fully paid. In March 2019, the Company executed a 3% Convertible Promissory Note payable to an institutional investor in the principal amount of $360,000. The note, which is payable twelve (12) months after each tranche is funded, has an original issue discount of $60,000. The original issue discount will be prorated with each tranche paid. The first tranche of $60,000 is due at signing date. The convertible note converts into common stock of the Company at a conversion price that shall be equal to 65% of the lesser of (i) lowest trading price or (ii) the lowest closing bid price on the OTCQB during the twenty-five (25) trading day period ending on the last complete trading day prior to the conversion date. The first tranche was received on March 29, 2019. The second tranche of $37,500 was received on July 19, 2019. During the year ended December 31, 2019, the Company accrued interest expense of $3.209. In September 2019, the Company prepaid the first tranche of $60,000 plus accrued interest and a prepayment penalty of $30,000. At December 31, 2019, only the second tranche of $37,500 is outstanding. In March 2019, the Company executed a 12% Convertible Promissory Note to an institutional investor in the principal amount of $1,500,000 to be funded over separate tranches; the first tranche to be funded on signing. The note, which is due and payable six (6) months after the funding date of each tranche, has an original issue discount of 10%. The Company issued 65,217 shares of restricted common stock on the closing date. These are deemed returnable shares which the investor must return if the Company repays the note prior to the maturity date. In addition, the Company issued 20,000 shares of restricted common stock as a commitment fee. The convertible note converts into common stock of the Company at a conversion price that shall be equal to 65% of the lowest trading price during the thirty (30) day trading period ending on the last complete trading day prior to the conversion date. The first tranche of $750,000 was received on March 25, 2019. The second tranche of $350,000 was received on July 12, 2019 and the Company issued 53,846 shares of restricted common stock. These shares are redeemable if the Company pays the note prior to the maturity date of January 20, 2020. The third and final tranche was received on September 9, 2019 and the Company issued 80,000 shares of restricted common stock. These shares are redeemable if the Company pays the note prior to the maturity date of March 12, 2020. During the year ended December 31, 2019, the Company accrued interest expense of $112,372. During the year ended December 31, 2019, the investor converted $393,647 of principal and $77,017 of accrued interest for 3,705,340 shares of common stock at prices ranging from $0.02 to $11.00. At the year ended December 31, 2019, there is $1,106,353 principal and $35,355 accrued interest outstanding. In April 2019, the Company executed a 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $58,300. The note, which is payable on February 15, 2020, has an original issue discount of $5,300 and transaction costs of $3,000. The convertible note converts into common stock of the Company at a conversion price equal to 70% of the average of the lowest two (2) trading prices during the ten (10) trading day period ending on the last complete trading day prior to the conversion date. During the year ended December 31, 2019, the Company accrued interest of $3,811. In September 2019, the Company prepaid this note of $58,300 plus accrued interest and a prepayment penalty of $20,405. At December 31, 2019, this note is fully paid. In May 2019, the Company executed a convertible note conversion period extension agreement on a note dated October 28, 2018, within which the period of conversion by note holder was extended to May 27, 2019. The Company paid $16,031 to note holder for this extension agreement. On May 28, 2019, the Company executed a second extension agreement on this note within which the period of conversion by note holder was extended to June 11, 2019. The Company paid $16,105 to note holder for this extension agreement. During the year ended December 31, 2019, the note holder converted the $308,000 note and accrued interest of $19,539 into 166,440 shares of common shares at prices ranging from $1.75 to $2.26. At December 31, 2019, this note has been fully converted. In May 2019, the Company executed a 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $110,000. The note, which is due on February 13, 2020, has an original issue discount of $10,000 and transactions costs of $3,000. The convertible note converts into common stock of the Company at conversion price that shall be equal to the 65% of the lowest closing price for the twenty (20) trading days prior to the conversion date. During the years ended December 31, 2019, the Company accrued interest expense of $7,723. During the year ended December 31, 2019, the investor converted $91,500 of principal and $6,000 of accrued interest into 1,596,158 shares of common stock at prices ranging from $0.04 to $0.20. At the year ended December 31, 2019, there is $18,500 principal and $1,723 accrued interest outstanding. In July 2019, two Back-End notes executed in October 2018 with an institutional investor was funded for $154,000 each. Each note, which is due on October 29, 2019, has an original issue discount of $14,000 and transaction costs of $2,500. The convertible notes convert into common stock of the Company at conversion price that shall be equal to the 70% of the average of the two (2) lowest per share trading prices for the prior twenty (20) trading days including the conversion date. During the year ended December 31, 2019, the Company accrued interest expense of $6,143 for each note. In July 2019, the Company signed an amendment to a convertible note issued on March 21, 2019 revising the conversion price from 75% to 65% of the lowest trading price during the thirty (30) trading days prior to the conversion date. In July 2019 the Company executed a 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $140,800. The note, which is payable on April 30, 2020, has an original issue discount of $12,800 and transaction costs of $3,000. The convertible note converts into common stock of the Company at a conversion price equal to 70% of the average of the lowest two (2) trading prices during the ten (10) trading day period ending on the last complete trading day prior to the conversion date. During the year ended December 31, 2019, the Company accrued interest of $7,192. In July 2019, the Company executed a convertible note conversion period extension agreement on a note dated January 8, 2019 within which the period of conversion by note holder was extended to August 9, 2019. The Company paid $21,560 to note holder for this extension agreement. In July 2019, the Company executed a 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $113,000. The note, which is due on July 9, 2020, has an original issue discount of $10,000 and transaction costs of $3,000. The convertible note converts into common stock of the Company at a conversion price that shall be equal to the 65% average of the lowest per share trading prices for the twenty (20) trading days prior to the conversion date. During the year ended December 31, 2019, the Company accrued interest expense of $6,130. In July 2019, the Company executed an 8% Convertible Promissory Note payable to an institutional investor in the principal amount of $235,200. The note, which is due on July 11, 2020, has an original issue discount of $25,200 and transaction costs of $10,000. The convertible note converts into common stock of the Company at a conversion price that shall be equal to the 65% average of the lowest closing bid price for the prior twenty (20) trading days including the conversion date. During the year ended December 31, 2019, the Company accrued interest expense of $8,351. In July 2019, the Company executed a convertible note conversion period extension agreement on a note dated January 8, 2019 within which the period of conversion by note holder was extended to August 9, 2019. The Company paid $22,410 to note holder for this extension agreement. In July 2019, the Company executed a 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $250,000. The note, which is due on April 19, 2020, has an original issue discount of $37,500 and transaction costs of $5,000. The convertible note converts into common stock of the Company at a conversion price that shall be equal to 65% of the average of the lowest per share trading prices for the twenty-five (25) trading days prior to the conversion date. During the year ended December 31, 2019, the Company accrued interest expense of $12,986. In July 2019, the Company executed two 12% Convertible Promissory Notes payable to two institutional investors in the principal amount of $38,500 each. Each note, which is due on April 30, 2020, has an original issue discount of $3,500 and transaction costs of $1,500. The convertible notes convert into common stock of the Company at a conversion price that shall be equal to the 65% of the lowest per share trading prices for the twenty (20) trading days prior to the conversion date. During the year ended December 31, 2019, the Company accrued interest expense of $3,746 for the two notes. In September 2019, the Company executed a 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $58,300. The note, which is payable on July 15, 2020, has an original issue discount of $5,300 and transaction costs of $3,000. The convertible note converts into common stock of the Company at a conversion price equal to 70% of the average of the lowest two (2) trading prices during the ten (10) trading day period ending on the last complete trading day prior to the conversion date. During the year ended December 31, 2019, the Company accrued interest of $1,967. In September 2019, a Back-End note executed in January 2019 with an institutional investor was funded for $154,000. The note, which is due on January 9, 2020, has an original issue discount of $14,000 and transaction costs of $5,000. The convertible note converts into common stock of the Company at conversion price that shall be equal to the 70% of the average of the two (2) lowest per share trading prices for the twenty (20) trading days prior to the conversion date. During the year ended December 31, 2019, the Company accrued interest expense of $3,747. In September 2019, two Back-End notes executed in January 2019 with an institutional investor was funded for $154,000 each. Each note, which is due on January 8, 2020, has an original issue discount of $14,000 and transactions costs of $5,000. The convertible notes convert into common stock of the Company at conversion price that shall be equal to the 70% of the average of the two (2) lowest per share trading prices for the prior twenty (20) trading days including the conversion date. During the year ended December 31, 2019, the Company accrued interest expense of $3,476 for each note. In October 2019, the Company executed a 10% Convertible Promissory Note payable to an institutional investor in the principal amount of $57,750. The note, which is payable on October 2, 2020, has an original issue discount of $5,250 and transaction costs of $2,500. The convertible note converts into common stock of the Company at a conversion price equal to 65% of the lowest trading price during the twenty (20) trading days ending on the last complete trading day prior to the conversion date. During the year ended December 31, 2019, the Company accrued interest of $1,424. Year Ended December 31, 2018 In January 2018, the Company executed an 8% Convertible Promissory Note payable to an institutional investor in the principal amount of $110,000. During the year ended December 31, 2018, the note, which was due on October 12, 2018, and accrued interest totaling $4,489 was fully converted into 48,257 shares of common stock at a price of $2.37 per share. In January 2018, the Company executed an 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $91,300. During the year ended December 31, 2018, the note, which was due on October 30, 2018, and accrued interest totaling $4,980 was fully converted into 32,616 shares of common stock at prices ranging from $2.915 to $3.015. In February 2018, the Company executed an 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $63,800. During year ended December 31, 2018, the note, which was due on November 30, 2018, and accrued interest totaling $3,480 was fully converted into 26,196 shares of common stock at prices ranging from $2.435 to $2.66. In March 2018, the Company executed an 8% Convertible Promissory Note payable to an institutional investor in the principal amount of $77,000. As of September 30, 2018, the institutional investor exercised its MFN provision in Paragraph 4a increasing the OID from the stated in the note from 10% to 15% thus increasing the amount owed to $80,500. During the year ended December 31, 2018, the note, which was due on December 5, 2018, and accrued interest totaling $5,928 was fully converted into 48,049 shares of common stock at a price of $1.80. In March 2018, the Company executed an 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $72,450. During the year ended December 31, 2018, the note, which was due on December 30, 2018, and accrued interest totaling $3,780 was fully converted into 37,556 shares of common stock at prices ranging from $1.965 to $2.185. In May 2018, the Company executed an 8% Convertible Promissory Note payable to an institutional investor in the principal amount of $125,000. During the year ended December 31, 2018, the note, which is due on May 10, 2019, and accrued interest totaling $415 was fully converted into 32,525 shares of common stock at prices ranging from $3.14 to $5.16. At the year ended December 31, 2018, the Company is still liable for $5,288 of accrued interest that has not yet been converted. In May 2018, the Company executed an 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $51,750. During the year ended December 31, 2018, the note, which is due on March 1, 2019, and accrued interest of $2,700 was fully converted into 13,174 shares of common stock at prices ranging from $4.05 and $4.25. In July 2018, the Company executed an 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $56,500. The note, which is due on April 17, 2019, has an original issue discount of $6,500. The convertible notes convert into common stock of the Company at conversion price that shall be equal to the lesser of: (i) $10.50 or (ii) 75% of the lowest per share trading price for the thirty (30) trading days before the issued date of this note. The Company issued 2,000 shares of common stock valued at $8,000 upon the execution of this note. During the year ended December 31, 2018, the Company recognized interest expense of $2,991. In July 2018, the Company executed an 3% Convertible Promissory Note payable to an institutional investor in the principal amount of $180,000 for funding in six tranches. The note, which is due twelve months from the date of each individual tranche, has an original issue discount of $10,000 per tranche. The convertible notes convert into common stock of the Company at conversion price that shall be equal to 75% of the market price which is lowest trading price during the twenty (20) trading day period ending on the last complete trading day prior to the conversion date. The trading price is the lesser of: (i) lowest traded price or (ii) the lowest closing bid price on the OTCQB. The first tranche of $60,000 was received in the month of July and second tranche of $30,000 was received in the month of August. During the year ended December 31, 2018, the Company recognized interest expense of $1,102. In July 2018, the Company executed an 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $28,250. The note, which is due on April 17, 2019, has an original issue discount of $3,250. The convertible notes convert into common stock of the Company at conversion price that shall be equal to the lesser of: (i) $10.50 or (ii) 75% of the lowest per share trading price for the thirty (30) trading days before the issued date of this note. The Company issued 1,000 shares of common stock valued at $4,000 upon the execution of this note. During the year ended December 31, 2018, the Company recognized interest expense of $1,495. In July 2018, the Company executed an 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $77,000. As of September 30, 2018, the institutional investor exercised its MFN provision in Paragraph 4a increasing the OID from the stated in the note from 10% to 15% thus increasing the amount owed to $80,500. The note, which is due on April 5, 2019, has an original issue discount of $7,000. The convertible notes convert into common stock of the Company at conversion price that shall be equal to the lesser of: (i) $3.00 or (ii) 75% of the lowest per share trading price for the ten (10) trading days before the conversion date. During the year ended December 31, 2018, the Company recognized interest expense of $4,870. In July 2018, the Company executed an 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $60,950. The note, which is due on April 30, 2019, has an original issue discount of $7,950. The convertible notes convert into common stock of the Company at conversion price that shall be equal to the lesser of: (i) $10.00 or (ii) variable conversion price which is 75% of the average of the lowest (2) VWAP for the ten (10) trading day period ending on the latest compete trading day prior to the conversion date. During the year ended December 31, 2018, the Company recognized interest expense of $3,647. In August 2018, the Company executed an 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $58,300. The note, which is due on June 15, 2019, has an original issue discount of $5,300. The convertible notes convert into common stock of the Company at conversion price that shall be equal to the lesser of: (i) $10.00 or (ii) variable conversion price which is 75% of the average of the two (2) lowest VWAP for the ten (10) trading day period ending on the latest compete trading day prior to the conversion date. During the year ended December 31, 2018, the Company recognized interest expense of $2,338. In October 2018, the Company executed an 12% Convertible Promissory Note payable to an institutional investor in the principal amount of $47,300. The note, which is due on July 15, 2019, has an original issue discount of $7,300. The convertible notes convert into common stock of the Company at conversion price that shall be equal to the variable conversion price which is 70% of the average of the two (2) lowest VWAP for the ten(10) trading day period ending on the latest compete trading day prior to the conversion date. During the year ended December 31, 2018, the Company recognized interest expense of $1,291. In October 2018, the Company executed an 8% Convertible Promissory Note payable to an institutional investor in the principal amount of $165,000. The note, which is due on October 12, 2019, has an original issue discount of $15,000. The convertible notes convert into common stock of the Company at conversion price that shall be equal to 65% of the lowest per share closing price during the fifteen (15) trading days immediately preceding the date of the notice of conversion. The first tranche of $110,000 was received in the month of October and the second tranche of $55,000 was received in the month of November. During the year ended December 31, 2018, the Company recognized interest expense of $2,594. In October 2018, the Company executed two 8% Convertible Promissory Notes payable to two institutional investors, each in the principal amount of $308,000. Each note, which is due on October 29, 2019, has an original issue discount of $33,000. The convertible notes convert into common stock of the Company at conversion price that shall be equal to the 70% of the average of the two (2) lowest per share trading prices for the twenty (20) trading days prior to the conversion date. During the year ended December 31, 2018, the Company recognized interest expense of $4,118 for each note. In November 2018, a Back-End note executed in May 2018 with an institutional investor was funded. The Back-End note is an 8% Convertible Promissory Note payable in the principal amount of $125,000. The note, which is due on May 10, 2019, has an original issue discount of $10,000. The convertible notes convert into common stock of the Company at conversion price that shall be equal to 72% of the lowest VWAP for the ten (10) trading days prior to and including the conversion date. Conversion into shares of common stock can commence following the 180 th As of December 31, 2019, all 2018 notes have been fully converted or paid. (See Note 8) |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity Transactions | Note 8. Equity Transactions Preferred Stock The total number of shares of preferred stock which the Company shall have authority to issue is 20,000,000 shares with a par value of $0.001 per share. During the year ended December 31, 2019, the Company authorized the issuance of 1,000,000 shares of preferred stock to officers, directors and consultants as deferred compensation and/or expense. The shares are eligible for conversion after 24 months into 40 shares of common stock per each preferred share. The value of the issued shares was calculated on the basis of 40 shares per preferred share at the common share value on the date of issuance. The deferred compensation value of the shares will vest monthly at 1/24 th Common Stock On July 9, 2019, the Company filed a Definitive Information Statement on Schedule 14C for the purpose of authorizing the increase in the number of authorized shares of Common Stock from four hundred million (400,000,000) shares of Common Stock to nine hundred million (900,000,000) shares of Common Stock (the “Authorized Common Stock Share Increase”). On July 9, 2019, the Company filed Articles of Amendment to the Company’s Articles of Incorporation to implement the Authorized Common Stock Share Increase with the State of Nevada. On October 10, 2019, the Company filed a Definitive Information Statement on Schedule 14C for the purpose of authorizing the increase in the number of authorized shares of Common Stock from nine hundred million (900,000,000) shares of Common Stock to one billion nine hundred million (1,900,000,000) shares of Common Stock (the “Authorized Common Stock Share Increase”). On October 15, 2019, the Company filed Articles of Amendment to the Company’s Articles of Incorporation to implement the Authorized Common Stock Share Increase with the State of Nevada. On December 6, 2019, the Corporation filed a Definitive Information Statement on Schedule 14C for the purpose of authorizing the implementation of a corporate action for a reverse stock split of the issued and outstanding shares of Common Stock, including shares of Common Stock reserved for issuance in a ratio and at a time and date to be determined by the Corporation’s Board of Directors, not to exceed a one-for-fifty (1:50) basis. On December 12, 2019, the Company’s Board of Directors authorized and approved the reverse stock on a one-for-fifty (1:50) basis. The Company subsequently filed with FINRA on December 20, 2019 for approval to implement this reverse stock split. FINRA approval was received on February 12, 2020. As of February 12, 2020, the Company’s stock began trading under the symbol of EWLLD. Throughout these financial statements, footnotes and elsewhere in the Form 10K for the years ended December 31, 2019 and 2018, the common shares outstanding and issued have been adjusted to reflect this reverse split. The Definitive Information Statement on Schedule 14C, noted above, was also filed for the purpose of authorizing the increase in the number of authorized shares of Common Stock one billion nine hundred million (1,900,000,000) shares of Common Stock to four billion five hundred million (4,500,000,000) shares of Common Stock (the “Authorized Common Stock Share Increase”). On December 9, 2019, the Company filed Articles of Amendment to the Company’s Articles of Incorporation to implement the Authorized Common Stock Share Increase with the State of Nevada. Debt Conversion Shares 2019 During the year ended December 31, 2019, the Company issued a total of 8,225,381 shares of common stock per debt conversion of various convertible notes (See Note 7). The total of the debt conversion was for $1,776,901 of principal, $157,756 of accrued interest and $20.900 financing costs. During the year ended December 31, 2019, the Company issued 219,064 shares of common stock for financing costs relating to convertible debt. The value of the financing costs was $937,462. 2018 During the year ended December 31, 2018, the Company issued a total of 625,714 shares of common stock per debt conversion of various convertible notes (See Note 7). The total of the debt conversion was $1,284,582 principal plus $172,200 accrued interest. During the year ended December 31, 2018, the Company issued 49,377 shares of common stock for financing costs relating to convertible debt. The value of the financing costs was $127,374 Consultant Issued Shares 2019 During the year ended December 31, 2019, the Company issued 163,500 shares of common stock for marketing and consulting services valued at $635,385. 2018 During the year ended December 31, 2018, the Company issued 158,000 shares of common stock for marketing and consulting services valued at $751,415. Institutional Investor Shares 2019 In April 2019, the Company issued 16,100 shares of common stock pursuant to a capital call notice in relation to an Equity Purchase Agreement dated June 18, 2018. The capital call totaled $59,100. 2018 During the year ended December 31, 2018, the Company issued 20,000 shares of common stock as an inducement per an Equity Purchase Agreement with an institutional investor within which the investor agrees to purchase up to $1,500,000 of the Company’s common stock, par value $0.001. The value of these shares is $70,000. Stock Options On August 6, 2015, the Board of Directors approved the 2015 Stock Option Plan, pursuant to which certain directors, officers, employees and consultants will be eligible for certain stock options and grants. The Plan is effective as of August 1, 2015 and the maximum number of shares reserved and available for granting awards under the Plan shall be an aggregate of 3,000,000 shares of common stock, provided however that on each January 1, starting with January 1, 2016, an additional number of shares equal to the lesser of (A) 2% of the outstanding number of shares (on a fully-diluted basis) on the immediately preceding December 31 and (B) such lower number of shares as may be determined by the Board or committee charged with administering the plan. This plan may be amended at any time by the Board or appointed plan Committee. The following is a summary of the status of all Company’s stock options as of December 31, 2019 and changes during the periods ended on December 31, 2019 and 2018, respectively: Number Weighted of Stock Average Remaining Intrinsic Options Exercise Price Life (yrs) Value Outstanding at January 1, 2018 400,000 $ 13.00 1.9 $ - Granted - - - - Exercised - - - - Expired (343,000 ) 3.50 - Outstanding at December 31, 2018 57,000 $ 40.00 2.2 $ - Granted - - - - Exercised - - - - Expired - - - - Outstanding at December 31, 2019 57,000 40.00 1.1 $ - Options exercisable at December 31, 2019 57,000 $ 40.00 1.1 $ - The Company recognized stock option expense of $0 and $467,693 for the years ended December 31, 2019 and 2018, respectively. Warrants In March 2018, the Board of Directors, at the request and with the approval of the investors, determined that it was in the best interests of the Company and the Investors, based upon market price and relatively limited liquidity of the shares of common stock that the Company revised the expiration date and exercise price for 8,349 unexercised warrants granted on April 9, 2015. The original expiration date of April 9, 2018 was extended to April 9, 2019 and the original exercise price of $17.50 was reduced to $2.50. During the year ended December 31, 2019, these warrants expired. |
Commitments, Contingencies
Commitments, Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies | Note 9. Commitments, Contingencies The Company may be subject to lawsuits, administrative proceedings, regulatory reviews or investigations associated with its business and other matters arising in the normal conduct of its business. The following is a description of an uncertainty that is considered other than ordinary, routine and incidental to the business. The closing of the Initial Exchange Agreement with Private Co. was conditioned upon certain, limited customary representations and warranties, as well as, among other things, our compliance with Rule 419 (“Rule 419”) of Regulation C under the Securities Act of 1933, as amended (the “Securities Act”) and the consent of our shareholders as required under Rule 419. Accordingly, we conducted a “Blank Check” offering subject to Rule 419 (the “Rule 419 Offering”) and filed a Registration Statement on Form S-1 to register the shares of such offering; the Registration Statement was declared effective on September 14, 2012. We used 10% of the subscription proceeds as permitted under Rule 419 and the amount remaining in the escrow trust as of the date of the closing of the Share Exchange was $90,000 (the “Trust Account Balance”). Rule 419 required that the Share Exchange occur on or before March 18, 2014, but due to normal negotiations regarding the transactions and the parties’ efforts to satisfy all the closing conditions, the Share Exchange did not close on such date. Accordingly, after numerous discussions with management of both parties, they entered into an Amended ,and Restated Share Exchange Agreement (the “Share Exchange Agreement”) to reflect a revised business combination structure, pursuant to which we would: (i) file a registration statement on Form 8-A (“Form 8A”) to register our common stock pursuant to Section 12(g) of the Exchange Act, which we did on May 1, 2014 and (ii) seek to convert the participants of the Rule 419 Offering into participants of a similarly termed private offering (the “Converted Offering”), to be conducted pursuant to Regulation D, as promulgated under the Securities Act Fifty-two persons participated in the Rule 419 Offering and each of them gave the Company his/her/its consent to use his/her/its escrowed funds to purchase shares of the Company’s restricted common stock in the Converted Offering (the “Consent”) rather than have their funds returned. To avoid further administrative work for the investors, we believe that we took reasonable steps to inform investors of the situation and provided them with an appropriate opportunity to maintain their investment in the Company, if they so choose, or have their funds physically returned. Management believed the steps it took constituted a constructive return of the funds and therefore met the requirements of Rule 419. However, pursuant to Rule 419(e)(2)(iv), “ funds held in the escrow or trust account shall be returned by first class mail or equally prompt means to the purchaser within five business days [ As disclosed therein, we filed the amendments to the initial Form 8-K in response to comments from the SEC regarding the Form 8-K and many of those comments pertain to an alleged violation of Rule 419. The Company continued to provide the SEC with information and analysis as to why it believes it did not violate Rule 419 but was unable to satisfy the SEC’s concerns. Comments and communications indicate that Rule 419 requires a physical return of funds if a 419 offering cannot be completed because a business combination was not consummated within the required time frame; constructive return is not permitted. Because of these communications and past comments, we are disclosing that we did not comply with the requirements of Rule 419, which required us to physically return the funds previously submitted to escrow pursuant to the Rule 419 Offering. Because of our failure to comply with Rule 419, the SEC may bring an enforcement action or commence litigation against us for failure to . If any claims or actions were to be brought against us relating to our lack of compliance with Rule 419, we could be subject to penalties (including criminal penalties), required to pay fines, make damages payments or settlement payments. In addition, any claims or actions could force us to expend significant financial resources to defend ourselves, could divert the attention of our management from our core business and could harm our reputation. Ultimately, the SEC determined to terminate its review of the Initial Form 8-K and related amendments, rather than provide us with additional opportunities to address their concerns and therefore, we did not clear their comments. It is not possible at this time to predict whether or when the SEC may initiate any proceedings, when this issue may be resolved or what, if any, penalties or other remedies may be imposed, and whether any such penalties or remedies would have a material adverse effect on our consolidated financial position, results of operations, or cash flows. Litigation and enforcement actions are inherently unpredictable, the outcome of any potential lawsuit or action is subject to significant uncertainties and, therefore, determining currently the likelihood of a loss, any SEC enforcement action and/or the measurement of the amount of any loss is complex. Consequently, we are unable to estimate the range of reasonably possible loss. Our assessment is based on an estimate and assumption that has been deemed reasonable by management, but the assessment process relies heavily on an estimate and assumption that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change that estimate and assumption. Considering the uncertainty of this issue and while Management evaluates the best and most appropriate way to resolve same, management determined to create a reserve on the Company’s Balance Sheet for the $90,000 that was subject to the Consent. The statute of limitations applicable to SEC enforcement proceedings is 28 U.S.C. § 2462. Section 2462 provides that “an action, suit or proceeding for the enforcement of any civil fine, penalty, or forfeiture, pecuniary or otherwise,” must be commenced within five (5) years from the date when the relevant claim accrued. Section 2462 has also been applied in enforcement proceedings brought by other federal regulatory agencies, including the Commodities and Futures Trading Commission, the Office of Foreign Assets Control, the Federal Communications Commission, and the Federal Energy Regulatory Commission. The SEC is now barred from commencing an enforcement action against the Company because the deadline for the SEC to commence such action expired on or before September 30, 2019. Because of this expiration date, the Company has removed the $90,000 from the balance and recorded it as Gain on Contingent Liability. From time to time the Company may become a party to litigation matters involving claims against the Company. Except as may be outlined above, the Company believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations. |
Derivative Valuation
Derivative Valuation | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Valuation | Note 10. Derivative Valuation The Company evaluated the convertible debentures and associated warrants in accordance with ASC Topic 815, “Derivatives and Hedging,” and determined that the conversion feature of the convertible promissory notes was not afforded the exemption for conventional convertible instruments due to their variable conversion rates. The notes have no explicit limit on the number of shares issuable, so they did not meet the conditions set forth in current accounting standards for equity classification. In addition, the warrants have a Most Favored Nations clause resulting in the exercise price of the warrants also not being fixed. Therefore, these have been characterized as derivative instruments. We elected to recognize the notes under ASU paragraph 815-15-25-4, whereby there would be a separation into a host contract and derivative instrument. We elected to initially and subsequently measure the notes and warrants in their entirety at fair value, with changes in fair value recognized in earnings. The debt discount is amortized over the life of the note and recognized as interest expense. For the years ended December 31, 2019 and 2018, the Company amortized the debt discount of $3,871,849 and $511,359, respectively, to interest expense. During the years ended December 31, 2019 and 2018, the Company had the following activity in the derivative liability account: Notes Warrants Total Derivative liability at January 1, 2018 $ 365,591 $ 774,986 $ 1,140,577 Addition of new conversion option derivatives 1,243,333 - 1,243,333 Conversion of note derivatives (429,927 ) - (429,927 ) Changes in warrant derivatives - (202,610 ) (202,610 ) Change in fair value 223,724 (390,995 ) (167,271 ) Reclassification of derivative to gain on extinguishment of debt - - - Derivative liability at December 31, 2018 $ 1,402,721 $ 181,381 $ 1,584,102 Addition of new conversion option derivatives 4,385,384 - 4,385,384 Conversion of note derivatives (2,165,898 ) - (2,165,898 ) Extinguishment due to note cancellations - Changes in warrant derivatives - - - Change in fair value (92,240 ) (181,374 ) (273,614 ) Reclassification of derivative to gain on extinguishment of debt - - - Derivative liability at December 31, 2019 $ 3,529,967 $ 7 $ 3,529,974 For purposes of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follow: Stock price at valuation date $ .05-11.25 Exercise price of warrants $ 12.50 Conversion rate of convertible debt $ .0325 – 35.00 Risk free interest rate 1.48%-2.60 % Stock volatility factor 103%-1468 % Years to Maturity .02 – 1 Expected dividend yield None |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Information: | |
Supplemental Cash Flow Information | Note 11. Supplemental Cash Flow Information During the year ended December 31, 2018 the Company had the following non-cash investing and financing activities: ● Issued 49,377 shares of common stock for financing costs valued at $127,374 ● Issued 20,000 shares of common stock as an inducement for an Equity Purchase Agreement valued at $70,000 ● Issued 348,000 shares of common stock to officers, directors and certain consultants per the 2018 Equity Incentive Plan valued at $1,566,000 ● Issued 80,000 shares of common stock for settlement of debt of $180,051 and accrued interest of $56,817 ● Issued 52,000 shares of common stock valued at $239,300 which was recorded as a prepaid ● Issued 106,000 shares of common stock valued at $512,115 for services. ● Issued 625,714 shares of common stock for the extinguishment of $1,294,582 of debt and $172,00 of accrued interest During the year ended December 31, 2019 the Company had the following non-cash investing and financing activities: ● Issued 219,064 shares of common stock for financing costs valued at $937,462. ● Issued 8,225,381 shares of common stock for settlement of debt of $1,776,900, accrued interest of $157,756 and $20,900 of financing costs. ● Issued 36,000 shares of common stock valued at $123,500 which was recorded as a prepaid. ● Issued 127,500 shares of common stock valued at $511,885 for services. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events On January 30, 2020, the Company executed a 12-month advisory services agreement. The Company is to issue 20,000 shares of common stock monthly. The Company issued 40,000 shares of common stock (for January and February) with a value of $118. In addition, the Company is to also pay the advisor a monthly fee of $2,500. On February 12, 2020, FINRA approved a 1:50 reverse split of the Company’s common stock. As noted throughout this document, all common shares are stated as if the 1:50 reverse split had been completed as of the beginning of the year ended December 31, 2018. Following the approval, the Company’s stock began trading under the symbol “EWLLD”. Due to rounding issues for the reverse split, the Company issued 47,877 additional shares of common stock. On February 19, 2020, the Board of Directors approved the increase of authorized common stock shares from 4,500,000,000 to 20,000,000,000. The number of authorized preferred shares remained at 20,000,000. From January 1 until the filing of this report, the Company issued 454,143,389 shares of common stock for debt conversion totaling $251,040 which includes $338,510 principal, $43,248 accrued interest and $63,000 financing costs. From January 1 until the filing of this report, the Company issued 55,000 shares of common stock to consultants for services rendered in accordance to consulting agreements. The value of these shares is $995. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared to reflect the financial position, results of operations and cash flows of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The information regarding common stock shares, options and warrants throughout this document have been adjusted to reflect the 1:50 reverse split authorized by the Board of Directors on December 16, 2019 and further approved by FINRA on February 12, 2020. |
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 reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these good faith estimates and judgments. |
Going Concern | Going Concern For the year ended December 31, 2019, the Company had minimal revenues. The Company has an accumulated deficit of $30,862,019 and a working capital deficit of $6,937,847. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue operations is dependent upon the Company’s ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations, of which there can be no guarantee. The Company intends to finance its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company complies with the accounting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10, Fair Value Measurements, The guidance also establishes a fair value hierarchy for measurements of fair value as follows: Level 1 – quoted market prices in active markets for identical assets or liabilities. Level 2 – inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of December 31, 2019, the Company had the following assets and liabilities measured at fair value on a recurring basis. Total Level 1 Level 2 Level 3 Derivative Liability $ 3,529,974 $ - $ - $ 3,529,974 Total Liabilities measured at fair value $ 3,529,974 $ - $ - $ 3,529,974 As of December 31, 2018, the Company had the following assets and liabilities measured at fair value on a recurring basis. Total Level 1 Level 2 Level 3 Derivative Liability $ 1,584,102 $ - $ - $ 1,584,102 Total Liabilities measured at fair value $ 1,584,102 $ - $ - $ 1,584,102 |
Property and Equipment | Property and Equipment Property and equipment are recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. Depreciation is recorded over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The estimated useful lives for significant property and equipment categories are as follows: Furniture and Fixtures 5-7 Years Computer Equipment 5-7 Years Software 3 Years The Company regularly evaluates whether events or circumstances have occurred that indicate the carrying value of long-lived assets may not be recoverable. If factors indicate the asset may not be recoverable, we compare the related undiscounted future net cash flows to the carrying value of the asset to determine if impairment exists. If the expected future net cash flows are less than the carrying value, an impairment charge is recognized based on the fair value of the asset. For the years ended December 31, 2019 and 2018, there was no impairment recognized. |
Intangible Assets | Intangible Assets The Company accounts for assets that are not physical in nature as intangible assets. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. Intangible assets with indefinite useful lives are reassessed each year for impairment. If an impairment has occurred, then a loss is recognized. An impairment loss is determined by subtracting the asset’s fair value from the asset’s book/carrying value. For the years ended December 21, 2019 and 2018, there was no impairment recognized. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all the benefits of deferred tax assets will not be realized. |
Debt Issuance Costs | Debt Issuance Costs The Company accounts for debt issuance costs in accordance with ASU 2015-03. This guidance requires direct and incremental costs associated with the issuance of debt instruments such as legal fees, printing costs and underwriters’ fees, among others, paid to parties other than creditors, are reported and presented as a reduction of debt on the consolidated balance sheets. Debt issuance costs and premiums or discounts are amortized over the term of the respective financing arrangement using the effective interest method. Amortization of these amounts is included as a component of interest expense net, in the consolidated statements of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all cash deposits and highly liquid financial instruments with an original maturity to the Company of three months or less. The Company maintains cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Loss Per Common Share | Loss per Common Share The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. As the Company has incurred losses for the periods ended December 31, 2019 and 2018, no dilutive shares are added into the loss per share calculations. While currently antidilutive, the following instruments could potentially dilute EPS in the future resulting in the following common stock equivalents 2019 2018 Options 57,000 57,000 Warrants 42,015 74,364 Convertible Notes 1,782,346 506,605 1,881,361 637,969 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”, which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. The amendments in ASU 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company complies with the provisions of this amendment in recording share-based payment transactions at grant date per the equity valuation on that date. The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Assets and Liabilities Fair Value on Recurring Basis | As of December 31, 2019, the Company had the following assets and liabilities measured at fair value on a recurring basis. Total Level 1 Level 2 Level 3 Derivative Liability $ 3,529,974 $ - $ - $ 3,529,974 Total Liabilities measured at fair value $ 3,529,974 $ - $ - $ 3,529,974 As of December 31, 2018, the Company had the following assets and liabilities measured at fair value on a recurring basis. Total Level 1 Level 2 Level 3 Derivative Liability $ 1,584,102 $ - $ - $ 1,584,102 Total Liabilities measured at fair value $ 1,584,102 $ - $ - $ 1,584,102 |
Schedule of Estimated Useful Lives for Significant Property and Equipment | The estimated useful lives for significant property and equipment categories are as follows: Furniture and Fixtures 5-7 Years Computer Equipment 5-7 Years Software 3 Years |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | While currently antidilutive, the following instruments could potentially dilute EPS in the future resulting in the following common stock equivalents 2019 2018 Options 57,000 57,000 Warrants 42,015 74,364 Convertible Notes 1,782,346 506,605 1,881,361 637,969 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Liabilities | Net deferred tax liabilities consist of the following components as of December 31, 2019 and 2018: 2019 2018 Deferred tax assets: NOL carryover $ 2,402,900 $ 1,204,500 Accrued payroll 111,900 233,800 Deferred rent - - Related party accruals 123,100 143,700 Deferred tax liabilities Depreciation 800 300 Valuation allowance (2,638,700 ) (1,582,300 ) Net deferred tax asset $ - $ - |
Schedule of Pretax from Continuing Operations | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2019 and 2018 due to the following: 2019 2018 Book loss $ (1,986,800 ) $ (934,800 ) Depreciation (500 ) - Contributed services 45,400 46,300 Meals & entertainment 10,800 4,200 Stock for prepaids 196,000 63,200 Stock for consulting 157,900 222,500 Option expense - 98,300 Amortization of debt discount 813,100 107,400 Accrued payroll (121,900 ) 8,800 Loss on conversion of debt - (159,500 ) Gain on contingent liability (18,900 ) - Related party accruals (20,500 ) - Loss on derivative 151,300 37,600 Valuation allowance 774,100 506,000 $ - $ - |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Stock Options Activity | The following is a summary of the status of all Company’s stock options as of December 31, 2019 and changes during the periods ended on December 31, 2019 and 2018, respectively: Number Weighted of Stock Average Remaining Intrinsic Options Exercise Price Life (yrs) Value Outstanding at January 1, 2018 400,000 $ 13.00 1.9 $ - Granted - - - - Exercised - - - - Expired (343,000 ) 3.50 - Outstanding at December 31, 2018 57,000 $ 40.00 2.2 $ - Granted - - - - Exercised - - - - Expired - - - - Outstanding at December 31, 2019 57,000 40.00 1.1 $ - Options exercisable at December 31, 2019 57,000 $ 40.00 1.1 $ - |
Derivative Valuation (Tables)
Derivative Valuation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability | During the years ended December 31, 2019 and 2018, the Company had the following activity in the derivative liability account: Notes Warrants Total Derivative liability at January 1, 2018 $ 365,591 $ 774,986 $ 1,140,577 Addition of new conversion option derivatives 1,243,333 - 1,243,333 Conversion of note derivatives (429,927 ) - (429,927 ) Changes in warrant derivatives - (202,610 ) (202,610 ) Change in fair value 223,724 (390,995 ) (167,271 ) Reclassification of derivative to gain on extinguishment of debt - - - Derivative liability at December 31, 2018 $ 1,402,721 $ 181,381 $ 1,584,102 Addition of new conversion option derivatives 4,385,384 - 4,385,384 Conversion of note derivatives (2,165,898 ) - (2,165,898 ) Extinguishment due to note cancellations - Changes in warrant derivatives - - - Change in fair value (92,240 ) (181,374 ) (273,614 ) Reclassification of derivative to gain on extinguishment of debt - - - Derivative liability at December 31, 2019 $ 3,529,967 $ 7 $ 3,529,974 |
Schedule of Assumptions Used Black Scholes Valuation of Derivative | For purposes of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follow: Stock price at valuation date $ .05-11.25 Exercise price of warrants $ 12.50 Conversion rate of convertible debt $ .0325 – 35.00 Risk free interest rate 1.48%-2.60 % Stock volatility factor 103%-1468 % Years to Maturity .02 – 1 Expected dividend yield None |
The Company (Details Narrative)
The Company (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Physical therapy investment, description | PHZIO is the first real-time remote monitored 1-to-many MSK physical therapy platforms for home use. |
Physical Therapy Market [Member] | |
Physical therapy assessment and exercise platform | $ 30,000,000,000 |
MSK [Member] | |
Physical therapy assessment and exercise platform | 4,000,000,000 |
Wellness Industry [Member] | |
Physical therapy assessment and exercise platform | $ 8,000,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | Dec. 16, 2019 | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Accounting Policies [Abstract] | |||
Reverse stock split, description | 1:50 reverse split | 50:1 split | 50:1 split |
Reverse stock split, conversion ratio | 0.02 | ||
Accumulated deficit | $ (30,862,019) | $ (21,401,234) | |
Working capital deficit | (6,937,847) | ||
Impairment of property and equipment | |||
Impairment of intangible assets | |||
Dilutive shares, effect of loss per share |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Assets and Liabilities Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative Liability | $ 3,529,974 | $ 1,584,102 |
Total Liabilities measured at fair value | 3,529,974 | 1,584,102 |
Level 1 [Member] | ||
Derivative Liability | ||
Total Liabilities measured at fair value | ||
Level 2 [Member] | ||
Derivative Liability | ||
Total Liabilities measured at fair value | ||
Level 3 [Member] | ||
Derivative Liability | 3,529,974 | 1,584,102 |
Total Liabilities measured at fair value | $ 3,529,974 | $ 1,584,102 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives for Significant Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture and Fixtures [Member] | Minimum [Member] | |
Estimated useful lives | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Estimated useful lives | 7 years |
Computer Equipment [Member] | Minimum [Member] | |
Estimated useful lives | 5 years |
Computer Equipment [Member] | Maximum [Member] | |
Estimated useful lives | 7 years |
Software [Member] | |
Estimated useful lives | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive potential earnings per share, amount | 1,881,361 | 637,969 |
Options [Member] | ||
Antidilutive potential earnings per share, amount | 57,000 | 57,000 |
Warrants [Member] | ||
Antidilutive potential earnings per share, amount | 42,015 | 74,364 |
Convertible Notes [Member] | ||
Antidilutive potential earnings per share, amount | 1,782,346 | 506,605 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment, cost | $ 31,888 | $ 22,654 |
Accumulated depreciation | 9,078 | 8,562 |
Depreciation expense | $ 4,731 | $ 3,028 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, cost | $ 24,770 | $ 24,770 |
Accumulated amortization | 15,770 | 13,770 |
Amortization expense | $ 2,000 | $ 2,954 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Corporate statutory tax rate, percentage | 21.00% | 35.00% |
Operating loss carryforwards | $ 11,505,000 | |
Operating loss carryforward loss, expiration term | 2020 through 2039 | |
Interest or penalties |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
NOL carryover | $ 2,402,900 | $ 1,204,500 |
Accrued payroll | 111,900 | 233,800 |
Deferred rent | ||
Related party accruals | 123,100 | 143,700 |
Depreciation | 800 | 300 |
Valuation allowance | (2,638,700) | (1,582,300) |
Net deferred tax asset |
Income Taxes - Schedule of Pret
Income Taxes - Schedule of Pretax from Continuing Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Book loss | $ (1,986,800) | $ (934,800) |
Depreciation | (500) | |
Contributed services | 45,400 | 46,300 |
Meals & entertainment | 10,800 | 4,200 |
Stock for prepaids | 196,000 | 63,200 |
Stock for consulting | 157,900 | 222,500 |
Option expense | 98,300 | |
Amortization of debt discount | 813,100 | 107,400 |
Accrued payroll | (121,900) | 8,800 |
Loss on conversion of debt | (159,500) | |
Gain on contingent liability | (18,900) | |
Related party accruals | (20,500) | |
Loss on derivative | 151,300 | 37,600 |
Valuation allowance | 774,100 | 506,000 |
Income tax expense benefit |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2016 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares issued for services, shares | 127,500 | 106,000 | ||
Accrued directors' fees | $ 137,500 | $ 211,000 | ||
Accrued executive compensation | $ 532,974 | 1,113,470 | ||
CEO [Member] | ||||
Rent expense | $ 500 | |||
Third Party Provider [Member] | ||||
Lease rent, description | For the last three months of the year ended December 31, 2018 and the full year ended December 31, 2019 the Company rented office space from a third-party provider. | |||
Officers and Directors [Member] | ||||
Due to related party | $ 1,368 | $ 3,076 | ||
Programming Company [Member] | ||||
Monthly base fee | $ 100,000 | |||
Fee payable per month | $ 50,000 | |||
Related party transaction, description of transaction | The agreement is for additional features to be programmed for the launch of the PHZIO platform. The Company is to pay a monthly base fee of $100,000 for the development and compensation for the Company's CEO and CTO. Following payment of the initial $100,000, the Company is obligated to only pay $50,000 monthly until the PC has successfully signed and collected the first monthly service fee for 100 physical therapy clinics to use the PHZIO platform. | |||
Percentage of patient insurance reimbursements received | 40.00% | |||
Due to related party | $ 582,832 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Sep. 09, 2019shares | Jul. 19, 2019USD ($) | Jul. 12, 2019USD ($)shares | May 28, 2019USD ($) | Mar. 25, 2019USD ($) | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Oct. 31, 2019USD ($)Integer | Sep. 30, 2019USD ($)Integer | Jul. 31, 2019USD ($)Integer | May 31, 2019USD ($)Integer | Apr. 30, 2019USD ($)Integer | Mar. 31, 2019USD ($)Integershares | Feb. 28, 2019USD ($) | Jan. 31, 2019USD ($)Integer | Dec. 31, 2018USD ($)$ / shares | Nov. 30, 2018USD ($)Integer | Oct. 31, 2018USD ($)Integer | Aug. 31, 2018USD ($)Integer$ / shares | Jul. 31, 2018USD ($)Integer$ / sharesshares | Mar. 31, 2018USD ($)Integer | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Oct. 31, 2019USD ($)Integer | May 31, 2018USD ($) | Feb. 28, 2018USD ($) | Jan. 31, 2018USD ($) |
Debt instrument conversion of debt, value | $ 3,937,791 | $ 2,112,447 | |||||||||||||||||||||||||
Interest expense | 157,756 | 56,817 | |||||||||||||||||||||||||
First Tranche at Signing Date [Member] | |||||||||||||||||||||||||||
Prepayment of debt | $ 60,000 | ||||||||||||||||||||||||||
Debt face amount | 60,000 | ||||||||||||||||||||||||||
Extension Agreement [Member] | |||||||||||||||||||||||||||
Notes Payable | $ 21,560 | ||||||||||||||||||||||||||
Extension Agreement One [Member] | |||||||||||||||||||||||||||
Notes Payable | 22,410 | ||||||||||||||||||||||||||
Fourth Tranche [Member] | |||||||||||||||||||||||||||
Proceeds from debt | $ 30,000 | ||||||||||||||||||||||||||
Accrued interest | $ 700 | 700 | |||||||||||||||||||||||||
Debt face amount | 496 | 496 | |||||||||||||||||||||||||
Six Tranches [Member] | |||||||||||||||||||||||||||
Debt face amount | 365,000 | ||||||||||||||||||||||||||
Debt maturity date | Mar. 18, 2022 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible notes, description | The debentures convert into common stock of the Company at a conversion price equal to the lesser of (i) $6.00 or (ii) seventy percent (70%) of the lowest traded price (as reported by Bloomberg LP) of the common stock for the ten (10) trading days prior to the conversion date | ||||||||||||||||||||||||||
Debt instrument, original issue discount | 10.00% | ||||||||||||||||||||||||||
Debt instrument, commitment fee | 5,000 | ||||||||||||||||||||||||||
8% Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||
Accrued interest | $ 4,489 | 20,466 | $ 4,489 | 20,466 | $ 4,489 | ||||||||||||||||||||||
Debt face amount | $ 42,000 | $ 308,000 | 42,000 | $ 110,000 | |||||||||||||||||||||||
Debt maturity date | Jan. 8, 2020 | Oct. 12, 2018 | |||||||||||||||||||||||||
Original issue discount | $ 28,000 | ||||||||||||||||||||||||||
Transaction costs | $ 10,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 20 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price that shall be equal to the 70% of the average of the two lowest per share trading prices for the twenty (20) trading days prior to the conversion date | ||||||||||||||||||||||||||
Debt instrument conversion of debt, value | 266,000 | ||||||||||||||||||||||||||
Interest expense | $ 17,672 | ||||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 1,409,860 | 48,257 | |||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2.3725 | $ 2.3725 | $ 2.3725 | ||||||||||||||||||||||||
8% Convertible Promissory Note One [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.05 | $ 0.05 | |||||||||||||||||||||||||
8% Convertible Promissory Note One [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 1.75 | $ 1.75 | |||||||||||||||||||||||||
8% Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||
Accrued interest | $ 5,928 | $ 18,535 | $ 5,928 | $ 18,535 | $ 5,928 | ||||||||||||||||||||||
Debt face amount | $ 308,000 | $ 77,000 | 308,000 | ||||||||||||||||||||||||
Debt maturity date | Jan. 8, 2020 | Dec. 5, 2018 | |||||||||||||||||||||||||
Original issue discount | $ 80,500 | $ 28,000 | |||||||||||||||||||||||||
Transaction costs | $ 10,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 20 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price that shall be equal to the 70% of the average of the two lowest per share trading prices for the twenty (20) trading days prior to the conversion date | ||||||||||||||||||||||||||
Debt instrument conversion of debt, value | 308,000 | ||||||||||||||||||||||||||
Interest expense | $ 18,535 | ||||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 839,210 | 48,049 | |||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 1.80 | $ 1.80 | $ 1.80 | ||||||||||||||||||||||||
8% Convertible Promissory Note Two [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.10 | $ 0.10 | |||||||||||||||||||||||||
Debt interest stated rate | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||
8% Convertible Promissory Note Two [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2.10 | $ 2.10 | |||||||||||||||||||||||||
Debt interest stated rate | 15.00% | 15.00% | 15.00% | ||||||||||||||||||||||||
12% Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||
Prepayment of debt | $ 114,000 | ||||||||||||||||||||||||||
Prepayment penalty | 42,010 | ||||||||||||||||||||||||||
Debt face amount | $ 114,000 | $ 91,300 | |||||||||||||||||||||||||
Debt maturity date | Oct. 30, 2019 | Oct. 30, 2018 | |||||||||||||||||||||||||
Original issue discount | $ 11,000 | ||||||||||||||||||||||||||
Transaction costs | $ 3,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price that shall be equal to the 70% average of the two lowest per share trading prices for the ten (10) trading days prior to the conversion date | ||||||||||||||||||||||||||
Interest expense | $ 6,028 | ||||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 32,616 | ||||||||||||||||||||||||||
12% Convertible Promissory Note One [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Accrued interest | $ 4,980 | $ 4,980 | $ 4,980 | ||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2.915 | $ 2.915 | $ 2.915 | ||||||||||||||||||||||||
12% Convertible Promissory Note One [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 3.015 | $ 3.015 | $ 3.015 | ||||||||||||||||||||||||
12% Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||
Prepayment of debt | $ 58,300 | ||||||||||||||||||||||||||
Prepayment penalty | 21,369 | ||||||||||||||||||||||||||
Debt face amount | $ 58,300 | $ 63,800 | |||||||||||||||||||||||||
Debt maturity date | Nov. 15, 2019 | Nov. 30, 2018 | |||||||||||||||||||||||||
Original issue discount | $ 5,300 | ||||||||||||||||||||||||||
Transaction costs | $ 3,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price that shall be equal to the 70% average of the two lowest per share trading prices for the ten (10) trading days prior to the conversion date | ||||||||||||||||||||||||||
Interest expense | 2,753 | ||||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 26,196 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Two [Member] | First Tranche [Member] | |||||||||||||||||||||||||||
Proceeds from debt | 65,000 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Two [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Accrued interest | $ 3,480 | $ 3,480 | $ 3,480 | ||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2.435 | $ 2.435 | $ 2.435 | ||||||||||||||||||||||||
12% Convertible Promissory Note Two [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2.66 | $ 2.66 | $ 2.66 | ||||||||||||||||||||||||
At Signing [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Debt face amount | 65,000 | ||||||||||||||||||||||||||
Forty-Five (45) Days After Signing Date [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Debt face amount | 100,000 | ||||||||||||||||||||||||||
Forty-Five (45) Days After the Second Closing Date [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Debt face amount | 200,000 | ||||||||||||||||||||||||||
12% Fixed Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||
Prepayment of debt | $ 65,000 | ||||||||||||||||||||||||||
Prepayment penalty | 19,500 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Three [Member] | |||||||||||||||||||||||||||
Accrued interest | $ 3,780 | $ 3,780 | $ 3,780 | ||||||||||||||||||||||||
Prepayment of debt | 47,300 | ||||||||||||||||||||||||||
Prepayment penalty | 16,555 | ||||||||||||||||||||||||||
Debt face amount | $ 47,300 | $ 72,450 | |||||||||||||||||||||||||
Debt maturity date | Jan. 30, 2020 | Dec. 30, 2018 | |||||||||||||||||||||||||
Original issue discount | $ 4,300 | ||||||||||||||||||||||||||
Transaction costs | $ 3,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price equal to 70% of the average of the lowest two (2) trading prices during the ten (10) trading day period ending on the last complete trading day prior to the conversion date | ||||||||||||||||||||||||||
Interest expense | 3,226 | ||||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 37,556 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Three [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 1.965 | $ 1.965 | $ 1.965 | ||||||||||||||||||||||||
12% Convertible Promissory Note Three [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2.185 | $ 2.185 | $ 2.185 | ||||||||||||||||||||||||
3% Convertible Promissory Note [Member] | |||||||||||||||||||||||||||
Accrued interest | $ 3,209 | 3,209 | |||||||||||||||||||||||||
Debt face amount | $ 360,000 | ||||||||||||||||||||||||||
Original issue discount | $ 60,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 65.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 25 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price that shall be equal to 65% of the lesser of (i) lowest trading price or (ii) the lowest closing bid price on the OTCQB during the twenty-five (25) trading day period ending on the last complete trading day prior to the conversion date | ||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||
3% Convertible Promissory Note [Member] | First Tranche [Member] | |||||||||||||||||||||||||||
Prepayment penalty | 30,000 | ||||||||||||||||||||||||||
3% Convertible Promissory Note [Member] | Second Tranche [Member] | |||||||||||||||||||||||||||
Proceeds from debt | $ 37,500 | ||||||||||||||||||||||||||
Debt face amount | 37,500 | 37,500 | |||||||||||||||||||||||||
12% Fixed Convertible Promissory Note [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 1,500,000 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Four [Member] | |||||||||||||||||||||||||||
Accrued interest | $ 2,700 | 35,355 | $ 2,700 | 35,355 | $ 2,700 | ||||||||||||||||||||||
Debt face amount | $ 51,750 | ||||||||||||||||||||||||||
Debt maturity date | Mar. 1, 2019 | ||||||||||||||||||||||||||
Convertible debt percentage | 65.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 30 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price that shall be equal to 65% of the lowest trading price during the thirty (30) day trading period ending on the last complete trading day prior to the conversion date | ||||||||||||||||||||||||||
Interest expense | 112,372 | ||||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 13,174 | ||||||||||||||||||||||||||
Number of restrick stock issued | shares | 65,217 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Four [Member] | Commitment Fee [Member] | |||||||||||||||||||||||||||
Number of restrick stock issued | shares | 20,000 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Four [Member] | First Tranche [Member] | |||||||||||||||||||||||||||
Proceeds from debt | $ 750,000 | ||||||||||||||||||||||||||
Debt instrument, original issue discount | 10.00% | ||||||||||||||||||||||||||
Debt instrument, term | 6 months | ||||||||||||||||||||||||||
12% Convertible Promissory Note Four [Member] | Second Tranche [Member] | |||||||||||||||||||||||||||
Proceeds from debt | $ 350,000 | ||||||||||||||||||||||||||
Debt maturity date | Jan. 20, 2020 | ||||||||||||||||||||||||||
Debt instrument, original issue discount | 10.00% | ||||||||||||||||||||||||||
Debt instrument, term | 6 months | ||||||||||||||||||||||||||
Number of restrick stock issued | shares | 53,846 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Four [Member] | Third Tranche [Member] | |||||||||||||||||||||||||||
Debt maturity date | Mar. 12, 2020 | ||||||||||||||||||||||||||
Number of restrick stock issued | shares | 80,000 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Four [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 4.05 | $ 4.05 | $ 4.05 | ||||||||||||||||||||||||
12% Convertible Promissory Note Four [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 4.25 | $ 4.25 | $ 4.25 | ||||||||||||||||||||||||
12% Convertible Promissory Note Five [Member] | |||||||||||||||||||||||||||
Prepayment of debt | $ 58,300 | ||||||||||||||||||||||||||
Prepayment penalty | 20,405 | 20,405 | |||||||||||||||||||||||||
Debt face amount | $ 58,300 | $ 56,500 | |||||||||||||||||||||||||
Debt maturity date | Feb. 15, 2020 | Apr. 17, 2019 | |||||||||||||||||||||||||
Original issue discount | $ 5,300 | $ 6,500 | |||||||||||||||||||||||||
Transaction costs | $ 3,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | 75.00% | |||||||||||||||||||||||||
Number of trading days | Integer | 10 | 30 | |||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price equal to 70% of the average of the lowest two (2) trading prices during the ten (10) trading day period ending on the last complete trading day prior to the conversion date | The convertible notes convert into common stock of the Company at conversion price that shall be equal to the lesser of: (i) $10.50 or (ii) 75% of the lowest per share trading price for the thirty (30) trading days before the issued date of this note. | |||||||||||||||||||||||||
Debt instrument conversion of debt, value | $ 8,000 | ||||||||||||||||||||||||||
Interest expense | 3,811 | $ 2,991 | |||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 2,000 | ||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 10.50 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Six [Member] | |||||||||||||||||||||||||||
Accrued interest | 1,723 | 1,723 | |||||||||||||||||||||||||
Debt face amount | $ 110,000 | $ 28,250 | |||||||||||||||||||||||||
Debt maturity date | Feb. 13, 2020 | Apr. 17, 2019 | |||||||||||||||||||||||||
Original issue discount | $ 10,000 | $ 3,250 | |||||||||||||||||||||||||
Transaction costs | $ 3,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 65.00% | 75.00% | |||||||||||||||||||||||||
Number of trading days | Integer | 20 | 30 | |||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at conversion price that shall be equal to the 65% of the lowest closing price for the twenty (20) trading days prior to the conversion date. | The convertible notes convert into common stock of the Company at conversion price that shall be equal to the lesser of: (i) $10.50 or (ii) 75% of the lowest per share trading price for the thirty (30) trading days before the issued date of this note. | |||||||||||||||||||||||||
Debt instrument conversion of debt, value | $ 4,000 | ||||||||||||||||||||||||||
Interest expense | 7,723 | 1,495 | |||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 1,000 | ||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 10.50 | ||||||||||||||||||||||||||
Two Back-End Notes [Member] | |||||||||||||||||||||||||||
Original issue discount | 14,000 | ||||||||||||||||||||||||||
Transaction costs | $ 2,500 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 20 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible notes convert into common stock of the Company at conversion price that shall be equal to the 70% of the average of the two (2) lowest per share trading prices for the prior twenty (20) trading days including the conversion date | ||||||||||||||||||||||||||
Interest expense | 6,143 | ||||||||||||||||||||||||||
Investment | $ 154,000 | ||||||||||||||||||||||||||
Convertible Note [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Convertible debt percentage | 65.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 30 | ||||||||||||||||||||||||||
Convertible notes, description | The conversion price from 75% to 65% of the lowest trading price during the thirty (30) trading days prior to the conversion date | ||||||||||||||||||||||||||
Convertible Note [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Convertible debt percentage | 75.00% | ||||||||||||||||||||||||||
12% Convertible Promissory Note Seven [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 140,800 | $ 77,000 | |||||||||||||||||||||||||
Debt maturity date | Apr. 5, 2019 | ||||||||||||||||||||||||||
Original issue discount | $ 7,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 75.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible notes convert into common stock of the Company at conversion price that shall be equal to the lesser of: (i) $3.00 or (ii) 75% of the lowest per share trading price for the ten (10) trading days before the conversion date. | ||||||||||||||||||||||||||
Interest expense | $ 4,870 | ||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 3 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Seven [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Debt interest stated rate | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||
12% Convertible Promissory Note Seven [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 80,500 | $ 80,500 | $ 80,500 | ||||||||||||||||||||||||
Debt interest stated rate | 15.00% | 15.00% | 15.00% | ||||||||||||||||||||||||
12% Convertible Promissory Note Seven [Member] | |||||||||||||||||||||||||||
Debt maturity date | Apr. 30, 2020 | ||||||||||||||||||||||||||
Original issue discount | $ 12,800 | ||||||||||||||||||||||||||
Transaction costs | $ 3,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price equal to 70% of the average of the lowest two (2) trading prices during the ten (10) trading day period ending on the last complete trading day prior to the conversion date. | ||||||||||||||||||||||||||
12% Convertible Promissory Note Eight [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 113,000 | $ 60,950 | |||||||||||||||||||||||||
Debt maturity date | Jul. 9, 2020 | Apr. 30, 2019 | |||||||||||||||||||||||||
Original issue discount | $ 10,000 | $ 7,950 | |||||||||||||||||||||||||
Transaction costs | $ 3,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 65.00% | 75.00% | |||||||||||||||||||||||||
Number of trading days | Integer | 20 | 10 | |||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price that shall be equal to the 65% average of the lowest per share trading prices for the twenty (20) trading days prior to the conversion date | The convertible notes convert into common stock of the Company at conversion price that shall be equal to the lesser of: (i) $10.00 or (ii) variable conversion price which is 75% of the average of the lowest (2) VWAP for the ten (10) trading day period ending on the latest compete trading day prior to the conversion date. | |||||||||||||||||||||||||
Interest expense | 6,130 | $ 3,647 | |||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 10 | ||||||||||||||||||||||||||
8% Fixed Convertible Promissory Note Four [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 235,000 | ||||||||||||||||||||||||||
Debt maturity date | Jul. 11, 2020 | ||||||||||||||||||||||||||
Original issue discount | $ 25,200 | ||||||||||||||||||||||||||
Transaction costs | $ 10,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 65.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 20 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price that shall be equal to the 65% average of the lowest per share trading prices for the prior twenty (20) trading days including the conversion date. | ||||||||||||||||||||||||||
Interest expense | 8,351 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Nine [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 250,000 | $ 58,300 | |||||||||||||||||||||||||
Debt maturity date | Apr. 19, 2020 | Jun. 15, 2019 | |||||||||||||||||||||||||
Original issue discount | $ 37,500 | $ 5,300 | |||||||||||||||||||||||||
Transaction costs | $ 5,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 65.00% | 75.00% | |||||||||||||||||||||||||
Number of trading days | Integer | 25 | 10 | |||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price that shall be equal to 65% of the average of the lowest per share trading prices for the twenty-five (25) trading days prior to the conversion date. | The convertible notes convert into common stock of the Company at conversion price that shall be equal to the lesser of: (i) $10.00 or (ii) variable conversion price which is 75% of the average of the two (2) lowest VWAP for the ten (10) trading day period ending on the latest compete trading day prior to the conversion date. | |||||||||||||||||||||||||
Debt instrument conversion of debt, value | 12,986 | ||||||||||||||||||||||||||
Interest expense | 2,338 | ||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 10 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Ten [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 38,500 | $ 47,300 | |||||||||||||||||||||||||
Debt maturity date | Apr. 30, 2020 | Jul. 15, 2019 | |||||||||||||||||||||||||
Original issue discount | $ 3,500 | $ 7,300 | |||||||||||||||||||||||||
Transaction costs | $ 1,500 | ||||||||||||||||||||||||||
Convertible debt percentage | 65.00% | 70.00% | |||||||||||||||||||||||||
Number of trading days | Integer | 20 | 10 | |||||||||||||||||||||||||
Convertible notes, description | The convertible notes convert into common stock of the Company at a conversion price that shall be equal to the 65% of the lowest per share trading prices for the twenty (20) trading days prior to the conversion date. | The convertible notes convert into common stock of the Company at conversion price that shall be equal to the variable conversion price which is 70% of the average of the two (2) lowest VWAP for the ten(10) trading day period ending on the latest compete trading day prior to the conversion date. | |||||||||||||||||||||||||
Debt instrument conversion of debt, value | 3,746 | ||||||||||||||||||||||||||
Interest expense | 1,291 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Eleven [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 58,300 | ||||||||||||||||||||||||||
Debt maturity date | Jul. 15, 2020 | ||||||||||||||||||||||||||
Original issue discount | $ 5,300 | ||||||||||||||||||||||||||
Transaction costs | $ 3,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price equal to 70% of the average of the lowest two (2) trading prices during the ten (10) trading day period ending on the last complete trading day prior to the conversion date | ||||||||||||||||||||||||||
Debt instrument conversion of debt, value | 1,967 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Twelve [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 154,000 | ||||||||||||||||||||||||||
Debt maturity date | Jan. 9, 2020 | ||||||||||||||||||||||||||
Original issue discount | $ 14,000 | ||||||||||||||||||||||||||
Transaction costs | $ 5,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 20 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at conversion price that shall be equal to the 70% of the average of the two (2) lowest per share trading prices for the twenty (20) trading days prior to the conversion date | ||||||||||||||||||||||||||
Debt instrument conversion of debt, value | 3,747 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Thirteen [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 154,000 | ||||||||||||||||||||||||||
Debt maturity date | Jan. 8, 2020 | ||||||||||||||||||||||||||
Original issue discount | $ 14,000 | ||||||||||||||||||||||||||
Transaction costs | $ 5,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 20 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible notes convert into common stock of the Company at conversion price that shall be equal to the 70% of the average of the two (2) lowest per share trading prices for the prior twenty (20) trading days including the conversion date | ||||||||||||||||||||||||||
Debt instrument conversion of debt, value | 3,476 | ||||||||||||||||||||||||||
12% Convertible Promissory Note Fourteen [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 57,750 | $ 57,750 | |||||||||||||||||||||||||
10% Convertible Promissory Note Fourteen [Member] | |||||||||||||||||||||||||||
Debt maturity date | Oct. 2, 2020 | ||||||||||||||||||||||||||
Original issue discount | $ 5,250 | ||||||||||||||||||||||||||
Transaction costs | $ 2,500 | ||||||||||||||||||||||||||
Convertible debt percentage | 65.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 20 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible note converts into common stock of the Company at a conversion price equal to 65% of the lowest trading price during the twenty (20) trading days ending on the last complete trading day prior to the conversion date. | ||||||||||||||||||||||||||
Debt instrument conversion of debt, value | 1,424 | ||||||||||||||||||||||||||
8% Convertible Promissory Note Three [Member] | |||||||||||||||||||||||||||
Accrued interest | $ 415 | $ 415 | $ 415 | ||||||||||||||||||||||||
Debt face amount | $ 125,000 | ||||||||||||||||||||||||||
Debt maturity date | May 10, 2019 | ||||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 32,525 | ||||||||||||||||||||||||||
Accrued interest not yet converted | $ 5,288 | $ 5,288 | $ 5,288 | ||||||||||||||||||||||||
8% Convertible Promissory Note Three [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 3.14 | $ 3.14 | $ 3.14 | ||||||||||||||||||||||||
8% Convertible Promissory Note Three [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 5.16 | $ 5.16 | $ 5.16 | ||||||||||||||||||||||||
3% Convertible Promissory Note [Member] | Six Tranches [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 180,000 | ||||||||||||||||||||||||||
Original issue discount | $ 10,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 75.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 20 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible notes convert into common stock of the Company at conversion price that shall be equal to 75% of the market price which is lowest trading price during the twenty (20) trading day period ending on the last complete trading day prior to the conversion date. | ||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||
3% Convertible Promissory Note [Member] | First Tranche [Member] | |||||||||||||||||||||||||||
Proceeds from debt | $ 60,000 | ||||||||||||||||||||||||||
3% Convertible Promissory Note [Member] | Second Tranche [Member] | |||||||||||||||||||||||||||
Proceeds from debt | $ 30,000 | ||||||||||||||||||||||||||
3% Convertible Promissory Note [Member] | Three Tranches [Member] | |||||||||||||||||||||||||||
Interest expense | $ 1,102 | ||||||||||||||||||||||||||
8% Convertible Promissory Note Four [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 165,000 | ||||||||||||||||||||||||||
Debt maturity date | Oct. 12, 2019 | ||||||||||||||||||||||||||
Original issue discount | $ 15,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 65.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 15 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible notes convert into common stock of the Company at conversion price that shall be equal to 65% of the lowest per share closing price during the fifteen (15) trading days immediately preceding the date of the notice of conversion. | ||||||||||||||||||||||||||
Interest expense | 2,594 | ||||||||||||||||||||||||||
8% Convertible Promissory Note Four [Member] | First Tranche [Member] | |||||||||||||||||||||||||||
Proceeds from debt | $ 110,000 | ||||||||||||||||||||||||||
8% Convertible Promissory Note Four [Member] | Second Tranche [Member] | |||||||||||||||||||||||||||
Proceeds from debt | 55,000 | ||||||||||||||||||||||||||
8% Convertible Promissory Note Five [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 308,000 | ||||||||||||||||||||||||||
Debt maturity date | Oct. 29, 2019 | ||||||||||||||||||||||||||
Original issue discount | $ 33,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 20 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible notes convert into common stock of the Company at conversion price that shall be equal to the 70% of the average of the two (2) lowest per share trading prices for the twenty (20) trading days prior to the conversion date. | ||||||||||||||||||||||||||
Interest expense | 4,118 | ||||||||||||||||||||||||||
8% Convertible Promissory Note Six [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 308,000 | ||||||||||||||||||||||||||
Debt maturity date | Oct. 29, 2019 | ||||||||||||||||||||||||||
Original issue discount | $ 33,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 70.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 20 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible notes convert into common stock of the Company at conversion price that shall be equal to the 70% of the average of the two (2) lowest per share trading prices for the twenty (20) trading days prior to the conversion date. | ||||||||||||||||||||||||||
Interest expense | 4,118 | ||||||||||||||||||||||||||
8% Convertible Promissory Note Seven [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 125,000 | ||||||||||||||||||||||||||
Debt maturity date | May 10, 2019 | ||||||||||||||||||||||||||
Original issue discount | $ 10,000 | ||||||||||||||||||||||||||
Convertible debt percentage | 72.00% | ||||||||||||||||||||||||||
Number of trading days | Integer | 10 | ||||||||||||||||||||||||||
Convertible notes, description | The convertible notes convert into common stock of the Company at conversion price that shall be equal to 72% of the lowest VWAP for the ten (10) trading days prior to and including the conversion date. | ||||||||||||||||||||||||||
Interest expense | $ 1,123 | ||||||||||||||||||||||||||
Third Tranche [Member] | |||||||||||||||||||||||||||
Proceeds from debt | $ 60,000 | ||||||||||||||||||||||||||
Accrued interest | 1,350 | $ 1,350 | |||||||||||||||||||||||||
Prepayment of debt | $ 60,000 | ||||||||||||||||||||||||||
Prepayment penalty | $ 30,000 | ||||||||||||||||||||||||||
Investor [Member] | Fourth Tranche [Member] | |||||||||||||||||||||||||||
Debt instrument conversion of debt, value | $ 29,504 | ||||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 382,800 | ||||||||||||||||||||||||||
Investor [Member] | Minimum [Member] | Fourth Tranche [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.05 | $ 0.05 | |||||||||||||||||||||||||
Investor [Member] | Maximum [Member] | Fourth Tranche [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 1.50 | $ 1.50 | |||||||||||||||||||||||||
Investor [Member] | 12% Convertible Promissory Note Four [Member] | |||||||||||||||||||||||||||
Accrued interest | $ 3,705,340 | $ 3,705,340 | |||||||||||||||||||||||||
Debt face amount | $ 1,106,353 | 1,106,353 | |||||||||||||||||||||||||
Debt instrument conversion of debt, value | $ 393,647 | ||||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 77,017 | ||||||||||||||||||||||||||
Investor [Member] | 12% Convertible Promissory Note Four [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 11 | $ 11 | |||||||||||||||||||||||||
Investor [Member] | 12% Convertible Promissory Note Four [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.02 | $ 0.02 | |||||||||||||||||||||||||
Investor [Member] | 12% Convertible Promissory Note Six [Member] | |||||||||||||||||||||||||||
Accrued interest | $ 6,000 | $ 6,000 | |||||||||||||||||||||||||
Debt face amount | $ 18,500 | 18,500 | |||||||||||||||||||||||||
Debt instrument conversion of debt, value | $ 91,500 | ||||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 1,596,158 | ||||||||||||||||||||||||||
Investor [Member] | 12% Convertible Promissory Note Six [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.04 | $ 0.04 | |||||||||||||||||||||||||
Investor [Member] | 12% Convertible Promissory Note Six [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | 0.20 | $ 0.20 | |||||||||||||||||||||||||
Note Holder [Member] | First Extension Agreement [Member] | |||||||||||||||||||||||||||
Convertible notes, description | The Company executed a convertible note conversion period extension agreement on a note dated October 28, 2018, within which the period of conversion by note holder was extended to May 27, 2019 | ||||||||||||||||||||||||||
Payment to note holder | $ 16,031 | ||||||||||||||||||||||||||
Note Holder [Member] | Second Extension Agreement [Member] | |||||||||||||||||||||||||||
Convertible notes, description | The Company executed a second extension agreement on this note within which the period of conversion by note holder was extended to June 11, 2019. The Company paid $16,105 to note holder for this extension agreement. | ||||||||||||||||||||||||||
Debt instrument conversion of debt, value | $ 308,000 | ||||||||||||||||||||||||||
Interest expense | $ 19,539 | ||||||||||||||||||||||||||
Debt instrument conversion of debt, shares | shares | 166,440 | ||||||||||||||||||||||||||
Payment to note holder | $ 16,105 | ||||||||||||||||||||||||||
Note Holder [Member] | Minimum [Member] | Second Extension Agreement [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | 1.75 | $ 1.75 | |||||||||||||||||||||||||
Note Holder [Member] | Maximum [Member] | Second Extension Agreement [Member] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2.26 | $ 2.26 | |||||||||||||||||||||||||
12% Convertible Promissory Note Seven [Member] | |||||||||||||||||||||||||||
Interest expense | $ 7,192 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | Dec. 16, 2019 | Dec. 06, 2019 | Apr. 30, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 10, 2019 | Jul. 09, 2019 | Aug. 06, 2015 | Apr. 09, 2015 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||
Deferred compensation | $ 3,000,000 | |||||||||
Stock option expense | $ 467,938 | |||||||||
Common stock, shares authorized | 4,500,000,000 | 4,500,000,000 | 1,900,000,000 | |||||||
Reverse stock split, description | 1:50 reverse split | 50:1 split | 50:1 split | |||||||
Convertible debt issued for financing costs, shares | 219,064 | 49,377 | ||||||||
Convertible debt issued for financing costs, value | $ 937,462 | $ 127,374 | ||||||||
Shares issued during period for consulting services, shares | 127,500 | 106,000 | ||||||||
Shares issued during period for services, value | $ 511,885 | $ 512,115 | ||||||||
Stock issued during the period, value | $ 59,100 | |||||||||
Common stock, par value | $ .001 | $ .001 | ||||||||
Warrants exercise price | $ 12.50 | |||||||||
Equity Purchase Agreement [Member] | ||||||||||
Stock issued for period capital call notice | 16,100 | 20,000 | ||||||||
Stock issued for period capital call notice, value | $ 59,100 | |||||||||
Stock issued during the period | 20,000 | |||||||||
Stock issued during the period, value | $ 70,000 | |||||||||
Consulting and Marketing Services [Member] | ||||||||||
Shares issued during period for consulting services, shares | 163,500 | 158,000 | ||||||||
Shares issued during period for services, value | $ 635,385 | $ 751,415 | ||||||||
Convertible Notes One [Member] | ||||||||||
Shares issued for debt conversion, shares | 8,225,381 | 625,714 | ||||||||
Principal amount | $ 1,776,901 | $ 1,284,582 | ||||||||
Accrued interest | 157,756 | $ 172,200 | ||||||||
Financing costs | $ 20,900 | |||||||||
Preferred Shares [Member] | ||||||||||
Conversion of stock, shares | 40 | |||||||||
Conversion of stock, description | The shares are eligible for conversion after 24 months into 40 shares of common stock per each preferred share. The value of the issued shares was calculated on the basis of 40 shares per preferred share at the common share value on the date of issuance. | |||||||||
Vested preferred shares | 250,000 | |||||||||
Stock option expense | $ 510,000 | |||||||||
Accrued directors fees | 52,500 | |||||||||
Expenses | 187,500 | |||||||||
Total expenses | $ 750,000 | |||||||||
Shares issued for debt conversion, shares | ||||||||||
Shares issued during period for consulting services, shares | ||||||||||
Shares issued during period for services, value | ||||||||||
Stock issued during the period | ||||||||||
Stock issued during the period, value | ||||||||||
Common Stock [Member] | ||||||||||
Common stock, shares authorized | 900,000,000 | 400,000,000 | ||||||||
Shares issued for debt conversion, shares | 8,225,381 | 705,714 | ||||||||
Shares issued during period for consulting services, shares | 127,500 | 106,000 | ||||||||
Shares issued during period for services, value | $ 128 | $ 106 | ||||||||
Stock issued during the period | 16,000 | |||||||||
Stock issued during the period, value | $ 16 | |||||||||
Common Stock One [Member] | ||||||||||
Common stock, shares authorized | 1,900,000,000 | 45,000,000,006 | ||||||||
Officers, Directors and Consultants [Member] | ||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||
Officers, Directors and Consultants [Member] | 2015 Stock Option Plan [Member] | ||||||||||
Maximum number of shares reserved and available for granting awards | 3,000,000 | |||||||||
Percentage of outstanding shares diluted basis | 2.00% | |||||||||
Board of Directors [Member] | Common Stock One [Member] | ||||||||||
Reverse stock split, description | one-for-fifty (1:50) basis | one-for-fifty (1:50) basis | ||||||||
Board of Directors [Member] | Warrants [Member] | ||||||||||
Unexercised warrants granted | 8,349 | |||||||||
Warrants exercise price | $ 17.50 | |||||||||
Warrant expiration date description | The original expiration date of April 9, 2018 was extended to April 9, 2019. | |||||||||
Warrant reduced exercise price | $ 2.50 | |||||||||
Investor [Member] | Equity Purchase Agreement [Member] | ||||||||||
Stock issued during the period | 1,500,000 | |||||||||
Stock issued during the period, value | $ 70,000 | |||||||||
Common stock, par value | $ 0.001 |
Equity Transactions - Summary o
Equity Transactions - Summary of Stock Options Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Number of Stock Options Outstanding, Beginning Balance | 57,000 | 400,000 |
Number of Stock Options Outstanding, Granted | ||
Number of Stock Options Outstanding, Exercised | ||
Number of Stock Options Outstanding, Expired | (343,000) | |
Number of Stock Options Outstanding, Ending Balance | 57,000 | 57,000 |
Number of Stock Options Exercisable, Ending Balance | 57,000 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 40 | $ 13 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Expired | 3.50 | |
Weighted Average Exercise Price Outstanding, Ending Balance | 40 | $ 40 |
Weighted Average Exercise Price Options Exercisable, Ending Balance | $ 40 | |
Remaining Life (yrs) Outstanding, Beginning Balance | 2 years 2 months 12 days | 1 year 10 months 25 days |
Remaining Life (yrs) Outstanding, Ending Balance | 1 year 1 month 6 days | 2 years 2 months 12 days |
Remaining Life (yrs) Options Exercisable, Ending Balance | 1 year 1 month 6 days | |
Intrinsic Value Outstanding, Beginning Balance | ||
Intrinsic Value Outstanding, Ending Balance | ||
Intrinsic Value Options Exercisable, Ending Balance |
Commitments, Contingencies (Det
Commitments, Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Percentage of returned funds | 90.00% | |
Percentage of funds proceed | 10.00% | |
Percentage of required funds | 90.00% | |
Escrowed funds | $ 100,000 | |
Proceeds from escrowed funds | 10,000 | |
Return of escrowed funds | 90,000 | |
Contingent liability | $ 90,000 | |
Gain on contingent liability | $ 90,000 | |
Escrow Trust [Member] | ||
Percentage of subscription proceeds | 10.00% | |
Trust account balance | $ 90,000 |
Derivative Valuation (Details N
Derivative Valuation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Amortized of debt discount | $ 4,805,376 | $ 812,499 |
Derivative Valuation - Schedule
Derivative Valuation - Schedule of Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative liability, beginning balance | $ 1,584,102 | $ 1,140,577 |
Addition of new conversion option derivatives | 4,385,384 | 1,243,333 |
Conversion of note derivatives | (2,165,898) | (429,927) |
Extinguishment due to note cancellations | ||
Changes in warrant derivatives | (202,610) | |
Changes in fair value | (273,614) | (167,271) |
Reclassification of derivative to gain on extinguishment of debt | ||
Derivative liability, ending balance | 3,529,974 | 1,584,102 |
Notes [Member] | ||
Derivative liability, beginning balance | 1,402,721 | 365,591 |
Addition of new conversion option derivatives | 4,385,384 | 1,243,333 |
Conversion of note derivatives | (2,165,898) | (429,927) |
Extinguishment due to note cancellations | ||
Changes in warrant derivatives | ||
Changes in fair value | (92,240) | 223,724 |
Reclassification of derivative to gain on extinguishment of debt | ||
Derivative liability, ending balance | 3,529,967 | 1,402,721 |
Warrants [Member] | ||
Derivative liability, beginning balance | 181,381 | 774,986 |
Addition of new conversion option derivatives | ||
Conversion of note derivatives | ||
Extinguishment due to note cancellations | ||
Changes in warrant derivatives | (202,610) | |
Changes in fair value | (181,374) | (390,995) |
Reclassification of derivative to gain on extinguishment of debt | ||
Derivative liability, ending balance | $ 181,381 |
Derivative Valuation - Schedu_2
Derivative Valuation - Schedule of Assumptions Used Black Scholes Valuation of Derivative (Details) | 12 Months Ended |
Dec. 31, 2019Integer$ / shares | |
Exercise price of warrants | $ 12.50 |
Derivative Liability [Member] | |
Exercise price of warrants | $ 12.50 |
Derivative Liability [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Derivative liability, fair value measurement input percentages | Integer | 0 |
Derivative Liability [Member] | Minimum [Member] | |
Stock price at valuation date | $ 0.05 |
Conversion rate of convertible debt | $ 0.0325 |
Derivative Liability [Member] | Minimum [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative liability, fair value measurement input percentages | 0.0148 |
Derivative Liability [Member] | Minimum [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Price Volatility [Member] | |
Derivative liability, fair value measurement input percentages | 1.03 |
Derivative Liability [Member] | Minimum [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Expected Term [Member] | |
Derivative liability, term | 7 days |
Derivative Liability [Member] | Maximum [Member] | |
Stock price at valuation date | $ 11.25 |
Conversion rate of convertible debt | $ 35 |
Derivative Liability [Member] | Maximum [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative liability, fair value measurement input percentages | 0.0260 |
Derivative Liability [Member] | Maximum [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Price Volatility [Member] | |
Derivative liability, fair value measurement input percentages | 14.68 |
Derivative Liability [Member] | Maximum [Member] | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Expected Term [Member] | |
Derivative liability, term | 1 year |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares issued for financing costs, shares | 219,064 | 49,377 |
Shares issued for financing costs, value | $ 115,000 | $ 127,374 |
Stock issued during the period, value | $ 59,100 | |
Stock issued during the period for settlement of debt, shares | 8,225,381 | 80,000 |
Stock issued during the period for settlement of debt, value | $ 1,776,900 | $ 180,051 |
Stock issued during the period for prepayment, shares | 36,000 | 52,000 |
Stock issued during the period for prepayment, value | $ 123,500 | $ 239,300 |
Shares issued during period for services, shares | 127,500 | 106,000 |
Shares issued during period for services, value | $ 511,885 | $ 512,115 |
Shares issued during period for extinguishment of debt, shares | 625,714 | |
Shares issued during period for extinguishment of debt, value | $ 1,294,582 | |
Accrued interest | $ 157,756 | $ 56,817 |
2018 Equity Incentive Plan [Member] | Officers, Directors and Consultants [Member] | ||
Stock issued during the period, shares | 348,000 | |
Stock issued during the period, value | $ 1,566,000 | |
Equity Purchase Agreement [Member] | ||
Shares issued for financing costs, value | $ 20,900 | |
Stock issued during the period, shares | 20,000 | |
Stock issued during the period, value | $ 70,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 12, 2020 | Jan. 30, 2020 | Dec. 16, 2019 | Feb. 29, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 19, 2020 | Feb. 18, 2020 | Oct. 10, 2019 |
Monthly advisor fee | $ 2,403,898 | $ 2,130,131 | ||||||||
Reverse stock split description | 1:50 reverse split | 50:1 split | 50:1 split | |||||||
Common stock, shares authorized | 4,500,000,000 | 4,500,000,000 | 1,900,000,000 | |||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||
Shares issued for debt conversion | $ 3,937,791 | $ 2,112,447 | ||||||||
Shares issued during period for services, shares | 127,500 | 106,000 | ||||||||
Shares issued during period for services, value | $ 511,885 | $ 512,115 | ||||||||
Subsequent Event [Member] | ||||||||||
Agreement term | 12 months | |||||||||
Stock to be issued for the period monthly, shares | 20,000 | 40,000 | ||||||||
Stock to be issued for the period monthly, value | $ 118 | |||||||||
Monthly advisor fee | $ 2,500 | |||||||||
Reverse stock split description | 1:50 reverse split | |||||||||
Stock issued during the period | 47,877 | |||||||||
Common stock, shares authorized | 20,000,000,000 | 4,500,000,000 | ||||||||
Preferred stock, shares authorized | 20,000,000 | |||||||||
Shares issued for debt conversion, shares | 454,143,389 | |||||||||
Shares issued for debt conversion | $ 251,040 | |||||||||
Debt principal amount | 338,510 | |||||||||
Accrued interest | 43,248 | |||||||||
Financing costs | $ 63,000 | |||||||||
Subsequent Event [Member] | Consultants [Member] | ||||||||||
Shares issued during period for services, shares | 55,000 | |||||||||
Shares issued during period for services, value | $ 995 |