Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | OZOP SURGICAL CORP. | |
Entity Central Index Key | 0001679817 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,489,063,164 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 35,209 | $ 10,877 |
Prepaid expenses | 3,792 | 5,417 |
Assets of discontinued operations | 5,462,195 | |
Total Current Assets | 39,001 | 5,478,489 |
Property and equipment, net | 3,337 | 4,001 |
Goodwill | 194,951 | 194,951 |
License Rights, net of accumulated amortization | 161,457 | 171,875 |
TOTAL ASSETS | 398,747 | 5,849,316 |
Current Liabilities | ||
Accounts payable and accrued expenses | 441,071 | 370,640 |
Accounts payable and accrued expenses, related parties | 456,185 | 470,886 |
Convertible notes payable, net of discounts | 2,499,627 | 1,694,227 |
Current portion of notes payable | 95,000 | 425,033 |
Derivative liabilities | 6,534,591 | 2,462,940 |
Liabilities of discontinued operations | 75,270 | 5,592,706 |
Total Current Liabilities | 10,101,744 | 11,016,432 |
Stockholders' Deficit | ||
Preferred stock (10,000,000 shares authorized, par value $0.001, no shares issued and outstanding) Series C Preferred Stock (50,000 shares authorized and issued and outstanding, par value $0.001) | 50 | 50 |
Common stock (4,990,000,000 shares authorized par value $0.001; 5,158,493 and 219,035 shares issued and outstanding March 31, 2020, and December 31, 2019, respectively) | 5,158 | 219 |
Deferred stock compensation | (49,033) | |
Common stock to be issued (1,350 shares issuable) | 1 | 1 |
Additional paid in capital | 6,173,895 | 5,090,936 |
Accumulated Deficit | (15,880,976) | (10,208,905) |
Stock subscription receivable | (7,600) | (7,600) |
Accumulated comprehensive gain | 6,475 | 7,216 |
Total Stockholders' Deficit | (9,702,997) | (5,167,116) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 398,747 | $ 5,849,316 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 4,990,000,000 | 4,990,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 5,158,493 | 219,035 |
Common stock, shares outstanding | 5,158,493 | 219,035 |
Common stock to be issued, shares issuable | 1,350 | 1,350 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 47,602 | |
Operating expenses: | ||
General and administrative, related parties | 57,505 | 120,000 |
General and administrative, other | 121,235 | 595,365 |
Research and development | 53,204 | |
Total operating expenses | 178,740 | 768,569 |
Operating loss | (178,740) | (720,967) |
Other (income) expenses: | ||
Interest expense | 3,821,325 | 367,474 |
Loss (Gain) on change in fair value of derivatives | 1,534,173 | (47,610) |
Loss (Gain) on extinguishment of debt | 195,542 | (136,675) |
Total Other Expenses | 5,551,040 | 183,189 |
Loss from continuing operations before income taxes | (5,729,780) | (904,156) |
Income tax provision | ||
Loss from continuing operations | (5,729,780) | (904,156) |
Discontinued operations: | ||
Loss from discontinued operations, net of income taxes | (29,147) | |
Gain from license termination, net of income taxes | 86,856 | |
Net loss | (5,672,071) | (904,156) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (741) | 187 |
Comprehensive loss | $ (5,672,812) | $ (903,969) |
Loss per share | $ (4.81) | $ (30.95) |
Weighted average shares outstanding Basic and diluted | 1,191,395 | 29,214 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Common Stock to be Issued [Member] | Deferred Stock Compensation [Member] | Stock Subscription Receivable [Member] | Accumulated Comprehensive Income [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Series C Preferred Stock [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 29 | $ (269,167) | $ (7,600) | $ 8,228 | $ 1,988,897 | $ (4,068,747) | $ (2,348,360) | ||
Beginning balance, shares at Dec. 31, 2018 | 29,068 | ||||||||
Shares issued for conversions of note and interest payable | 51,750 | 51,750 | |||||||
Shares issued for conversions of note and interest payable, shares | 231 | ||||||||
Shares issued in private placement | 80,000 | 80,000 | |||||||
Shares issued in private placement, shares | 160 | ||||||||
Share issued and to be issued for services | $ 1 | (422,100) | 422,099 | ||||||
Share issued and to be issued for services, shares | 171 | 450 | |||||||
Reclassification of derivatives for payments of convertibe notes | 18,479 | 18,479 | |||||||
Amortization of deferred stock compensation | 395,720 | 395,720 | |||||||
Unrealized gain on foreign translation | 187 | 187 | |||||||
Net loss | (904,156) | (904,156) | |||||||
Ending balance at Mar. 31, 2019 | $ 29 | $ 1 | (295,547) | (7,600) | 8,415 | 2,561,225 | (4,972,903) | (2,706,380) | |
Ending balance, shares at Mar. 31, 2019 | 29,630 | 450 | |||||||
Beginning balance at Dec. 31, 2018 | $ 29 | (269,167) | (7,600) | 8,228 | 1,988,897 | (4,068,747) | (2,348,360) | ||
Beginning balance, shares at Dec. 31, 2018 | 29,068 | ||||||||
Shares issued in private placement | $ 410,370 | ||||||||
Shares issued in private placement, shares | 1,350 | ||||||||
Ending balance at Dec. 31, 2019 | $ 219 | $ 1 | (49,033) | (7,600) | 7,216 | 5,090,936 | (10,208,905) | $ 50 | $ (5,167,116) |
Ending balance, shares at Dec. 31, 2019 | 219,035 | 1,350 | 50,000 | ||||||
Shares issued for conversions of note and interest payable | $ 4,939 | 1,127,959 | $ 1,132,899 | ||||||
Shares issued for conversions of note and interest payable, shares | 4,939,400 | ||||||||
Shares issued in private placement, shares | 1,350 | ||||||||
Amortization of deferred stock compensation | 49,033 | $ 49,033 | |||||||
Adjustment for rounding of reverse split | |||||||||
Adjustment for rounding of reverse split, shares | 58 | ||||||||
Redemption Series C Preferred stock | (49,998) | $ (3) | (50,000) | ||||||
Redemption Series C Preferred stock, shares | (2,500) | ||||||||
Issuance Series C Preferred stock as compensation | 4,998 | $ 3 | 5,000 | ||||||
Issuance Series C Preferred stock as compensation, shares | 2,500 | ||||||||
Foreign currency translation adjustment | (741) | (741) | |||||||
Net loss | (5,672,071) | (5,672,071) | |||||||
Ending balance at Mar. 31, 2020 | $ 5,158 | $ 1 | $ (7,600) | $ 6,475 | $ 6,173,895 | $ (15,880,976) | $ 50 | $ (9,702,997) | |
Ending balance, shares at Mar. 31, 2020 | 5,158,493 | 1,350 | 50,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss from continuing operations | $ (5,729,780) | $ (904,156) | |
Net gain from discontinued operations | 57,709 | ||
Adjustments to reconcile net loss to net cash used in operations | |||
Non-cash interest expense | 3,688,762 | 331,682 | |
Amortization and depreciation | 11,081 | 11,216 | |
Loss (Gain) on fair value change of derivatives | 1,534,173 | (47,610) | |
Loss (Gain) on extinguishment of debt | 195,542 | (136,675) | |
Stock compensation expense | 54,033 | 395,720 | $ 410,370 |
Gain on termination of license | (86,856) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (16,438) | ||
Prepaid expenses | 1,624 | 10,610 | |
Accounts payable and accrued expenses | 124,901 | 91,624 | |
Accounts payable and accrued expenses, related parties | (14,700) | (22,690) | |
Net cash used in operating activities-continuing operations | (221,253) | (286,717) | |
Net cash provided by operating activities-discontinued operations | 89,326 | ||
Net cash used in operating activities | (131,927) | (286,717) | |
Cash flows from investing activities: | |||
Net cash provided by investing activities | |||
Cash flows from financing activities: | |||
Redemption of preferred stock | (50,000) | ||
Proceeds from sale of common stock | 80,000 | ||
Proceeds from issuances of convertible notes payable | 207,000 | 295,650 | |
Payments of principal of convertible note payable and notes payable | (84,000) | ||
Net cash provided by financing activities | 157,000 | 291,650 | |
Effects of exchange rate on cash | (741) | 187 | |
Net decrease in cash | 24,332 | 5,120 | |
Cash, Beginning of period | 10,877 | 50,903 | 50,903 |
Cash, End of period | 35,209 | 56,023 | $ 10,877 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 47,737 | 6,755 | |
Cash paid for income taxes | |||
Schedule of non-cash Investing or Financing Activity: | |||
Original issue discount included in convertible notes payable | 286,250 | 47,350 | |
Default penalties added to convertible notes payable | 272,400 | ||
Issuance of common stock upon convertible note and accrued interest conversion | 181,320 | 51,750 | |
Reclassification of notes payable to convertible notes payable | 330,000 | ||
Carrying value of assets and liabilities at termination of license with Spinal Resources, Inc. | |||
Inventory | 374,500 | ||
Implant instruments, net | 350,825 | ||
Patent rights, net | 2,714,204 | ||
Goodwill | 2,002,314 | ||
License fee payable | (1,234,089) | ||
Present value of option to buy SRI | (2,899,420) | ||
Common stock payable | (245,000) | ||
Iberia Note | (447,153) | ||
Equity line payable | (45,359) | ||
Note issued for inventory and instruments | (640,699) | ||
Accrued interest | (16,979) | ||
Gain on termination | $ 86,856 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE 1 - ORGANIZATION Business Ozop Surgical Corp. (the” Company,” “we,” “us” or “our”) was originally incorporated as Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada, for the purpose of the renting different kind of Segways and bicycles, dual wheels self-balancing electric scooters and related safety equipment. Following the acquisition of OZOP Surgical, Inc. (“Ozop”) as discussed below, we have been engaged in the business of inventing, designing, developing, manufacturing and distributing innovative endoscopic instruments, surgical implants, instrumentation, devices and related technologies, focused on spine, neurological and pain management procedures and specialties. Binding Letter of Intent/Securities Purchase Agreement On February 28, 2020, the Company entered into a Binding Letter of Intent (the “LOI”) with Power Conversion Technologies, Inc., a Pennsylvania corporation (“PCTI”), and Catherine Chis (“Chis”), PCTI’s Chief Executive Officer (“CEO”) and its sole shareholder. Pursuant to the terms of the LOI, the Company will acquire 100% of the issued and outstanding shares of PCTI (the “PCTI Shares”) from Chis in consideration of (a) the issuance by the Company to Chis of (i) 47,500 shares of the Company’s Series C Preferred Stock, (ii) 18,667 shares of the Company’s Series D Preferred Stock (pursuant to a certificate of designation to be filed prior to closing), (iii) 500 shares of the Company’s Series E Preferred Stock (pursuant to a certificate of designation to be filed prior to closing); and (b) the Company paying $400,000 to PCTI by execution date of a definitive purchase agreement or at such other date as shall be agreed to by the parties (the “Acquisition”). $100,000 was paid May 26, 2020, and $300,000 was paid June 26,2020. PCTI operates in the very high-power niche of the power electronics market, designing and manufacturing leading edge equipment for use in power conversion applications. PCTI serves clients in several industries including energy storage, shore power, DEWs, microgrid, telecommunications, military, transportation, renewable energy, aerospace and mission critical defense systems. PCTI’s clients include Fortune 500 companies, all branches of the US Department of Defense including the US Army and the US Air Force, NASA as well as other global military organizations. On June 26, 2020, the Company, PCTI and Chis signed a Stock Purchase Agreement (the “SPA”). Pursuant to the SPA, the Acquisition is to close by July 10, 2020, and is in the best interests of the Company and its’ shareholders. Acquisition and Termination of Exclusive License Agreement On August 23, 2019, the Company entered into an Exclusive License Agreement (the “Agreement”) with Spinal Resources, Inc. (“SRI”). Pursuant to the Agreement, SRI granted to the Company an exclusive license, for products, as defined in the Agreement, and utilized in spine and related surgical procedures. In accordance with ASC 805, the Company has determined to account for the Agreement as a business combination. As consideration for the Agreement, the Company agreed to pay license fees equal to $1,500,000, over the eighteen- month term of the Agreement. The Company recorded the liability at its present value of $1,234,089. Additionally, the Company has agreed to issue 6,000 shares of restricted common stock on a quarterly basis, pursuant to the terms of the Agreement, of which 1,000 shares were issued on August 23, 2019. The Company valued the shares issued at $49,000 (based on the market price of the common stock) and included the $49,000 as part of the consideration of the transaction. The remaining 5,000 shares to be issued has been recorded as a $245,000 liability to be paid in common stock and was included in the total consideration issued in the transaction. The Company also issued a Promissory Note (the “Note”) to SRI for $723,524 for the purchase of the inventory of the Products (as defined in the Agreement). This note has a stated interest rate of six percent (6%) and payment terms of this note are in eighteen equal installments, beginning on October 1, 2019. Either party may terminate the Agreement upon written notice if the other party has failed to remedy a material breach within 30 days (or 15 days in the case of a breach of a payment obligation). SRI also granted the Company an option to purchase the Company on or before the termination date of the license for a minimum of $5,500,000 which could have been increased based on the revenue rate at the time the option would be exercised. If the Company did not elect to exercise their option to purchase SRI, SRI can “put” the Acquisition to the Company. Any payments made for the license, this note and other liabilities assumed by the Company can be net against the option to buy price. The Company calculated the net minimum purchase price to be $3,093,604 and recorded the liability at its present value of $2,834,692. The difference of $258,912 was charged to interest expense over the option period. The following table summarizes the preliminary value of the consideration issued and the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the transaction: Purchase Price Allocation Fair value of consideration issued $ 5,286,305 Liabilities assumed 524,387 Total purchase price $ 5,810,692 Assets acquired $ 723,524 Intellectual Property/Technology 2,810,000 Goodwill 2,277,168 $ 5,810,692 The total purchase price of $5,810,692 has been allocated on a preliminary basis to the tangible and intangible assets acquired and liabilities assumed based on preliminary estimated fair values as of the completion of the transaction. These allocations reflect various preliminary estimates that are currently available and are subject to change upon the valuation being finalized within the measurement period. On January 16, 2020, the Company received from SRI notice that the Agreement dated August 23, 2019, between SRI and the Company has been revoked, as the Company did not make the required January 6, 2020, license payment nor cure the default. Based on the termination of the Agreement, the Company recorded an impairment charge to goodwill of $274,854 as of December 31, 2019. The impairment charge was calculated as the difference of the carrying values of the assets acquired compared to the consideration and liabilities assumed in the transaction. The Company recorded a gain of $86,856 for the three months ended March 31, 2020 based on the difference of the carrying values of the assets acquired and liabilities that were assumed in the transaction as follows: Assets Inventory $ 374,500 Instruments, net 350,825 Patent rights, net 2,714,204 Goodwill 2,002,314 Total assets as of January 16, 2020 $ 5,441,843 Consideration issued and liabilities assumed Common Stock payable $ 245,000 License fee payable 1,234,089 Equity Line payable 45,359 Iberia Note 447,153 Inventory and Instrument note 640,699 Accrued interest 16,979 Option to buy 2,899,420 Total consideration and liabilities assumed balances $ 5,528,699 Gain on termination of license $ 86,856 See Note 12 for further discussion on discontinued operations. Corporate Matters OZOP was originally incorporated in Switzerland on November 28, 1998 under the name Perma Consultants Holding AG (“Perma”). On July 19, 2016, Mr. Eric Siu (“Siu”), a former director purchased 100% of the outstanding capital stock of Perma and changed the name from Perma to Ozop Surgical AG (“Ozop AG”). On February 1, 2018, Ozop AG was re-domiciled as a Delaware corporation and changed its name to Ozop Surgical, Inc. On July 28, 2016, Ozop formed as the sole member, Ozop Surgical, LLC (“Ozop LLC”), a Wyoming limited liability company. On October 28, 2016, Ozop acquired 100% of Ozop Surgical Limited (“Ozop HK”), from Siu, the sole shareholder of Ozop HK. Ozop HK, is a private limited company incorporated in Hong Kong. |
Going Concern and Management's
Going Concern and Management's Plans | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management's Plans | NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2020, the Company had a stockholders’ deficit of $9,702,996 and a working capital deficit of $10,062,742. In addition, the Company has generated losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. In December 2019, a novel strain of coronavirus COVID-19 pandemic COVID-19 outbreak Management’s Plans As a public company, management believes it will be able to access the public equities market for fund raising for product development and regulatory approvals, sales and marketing and as we expand our distribution in the US market, we will need to meet increasing inventory requirements. On February 28, 2020, the Company entered into the LOI with PCTI, and Chis, PCTI’s CEO and its sole shareholder (see Note 1). The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Pronouncements | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2020, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2020, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the The unaudited condensed consolidated financial statements include the accounts of the Company and Ozop and its wholly owned subsidiaries Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”). All intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Companies The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period. 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 and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits Sales Concentration and credit risk Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three months ended March 31, 2020, and 2019, and their accounts receivable balance as of March 31, 2020: Sales % Three Sales % Three Accounts Customer A N/A 100 % $ -0- Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. Inventory Inventory, which consists of finished goods, is valued at the lower of cost or net realizable value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow-moving inventory is made based on management analysis or inventory levels and future sales forecasts. Purchase concentration The principal purchases by the Company is comprised of finished goods that the Company sells to its customers. Following is a summary of suppliers who accounted for more than ten percent (10%) of the Company’s purchases for the three months ended March 31, 2020, and 2019: Purchase % Three Purchase % Three Supplier A N/A 100 % Property, plant and equipment Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows: March 31, 2020 December 31, 2019 Office equipment $ 9,590 $ 9.590 Less: Accumulated Depreciation (6,253 ) (5,589 ) Property and Equipment, Net $ 3,337 $ 4,001 Depreciation expense was $664 and $799 for the three months ended March 31, 2020, and 2019, respectively. Intangible Assets Intangible assets primarily represent purchased patent and license rights. The Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life using the straight-line method. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the year ended December 31, 2019, the Company impaired $44,200 of tradenames as management has decided not to go forward with the use of the trade name Spinus. “Intangibles—Goodwill and Other,” Goodwill Goodwill is measured as the excess of consideration transferred and the net of the acquisition date fair value of assets acquired, and liabilities assumed in a business acquisition. During the year ended December 31, 2019, the Company recorded goodwill of $2,277,168, included in assets of discontinued operations in the accompanying balance sheet at December 31, 2019, related to the SRI transaction. The Company reviews the goodwill allocated to each of our reporting units for possible impairment annually and whenever events or changes in circumstances indicate carrying amount may not be recoverable. When assessing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its’ carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its’ carrying amount, then the Company performs a two-step impairment test. If the Company concludes otherwise, then no further action is taken. The Company also has the option to bypass the qualitative assessment and only perform a quantitative assessment, which is the first step of the two-step impairment test. In the two-step impairment test, the Company measures the recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit. During the year ended December 31, 2019. the Company recorded an impairment of goodwill of $274,854, for the termination of the SRI License Agreement due to no known future cash flows being provided by the assets, and as of January 16, 2020, the Company wrote off the remaining Goodwill balance associated with SRI transaction of $2,002,314. In assessing the qualitative factors, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of relevant events and circumstances, and how these may impact a reporting unit’s fair value or carrying amount involve significant judgments and assumptions. The judgment and assumptions include the identification of macroeconomic conditions, industry, and market considerations, cost factors, overall financial performance and share price trends, and making the assessment as to whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact. The carrying amount of each reporting unit is determined based upon the assignment of our assets and liabilities, including existing goodwill and other intangible assets, to the identified reporting units. Where an acquisition benefits only one reporting unit, the Company allocates, as of the acquisition date, all goodwill for that acquisition to the reporting unit that will benefit. Where the Company has had an acquisition that benefited more than one reporting unit, The Company has assigned the goodwill to our reporting units as of the acquisition date such that the goodwill assigned to a reporting unit is the excess of the fair value of the acquired business, or portion thereof, to be included in that reporting unit over the fair value of the individual assets acquired and liabilities assumed that are assigned to the reporting unit. If the carrying amount of a reporting unit is in excess of its fair value, an impairment may exist, and the Company must perform the second step of the impairment analysis to measure the amount of the impairment loss, by allocating the reporting unit’s fair value to its assets and liabilities other than goodwill, comparing the carrying amount of the goodwill to the resulting implied fair value of the goodwill, and recording an impairment charge for any excess. Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations On January 16, 2020, the Company pursuant to the termination of the SRI transaction Agreement (see Note 1) which meets the definition of a discontinued operation. Accordingly, the operating results of the SRI business are reported as a gain from discontinued operations in the accompanying condensed consolidated financial statements for the three months ended March 31, 2020. For additional information, see Note 12- Discontinued Operations. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. Under ASC 606, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. The Company has no outstanding contracts with any of its’ customers. Revenues from Spinus were $47,602 for the three months ended March 31, 2019, and are recognized as an agent and are recorded at net. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the three months ended March 31, 2020, and 2019. Advertising and Marketing Expenses The Company expenses advertising and marketing costs as incurred. For the three months ended March 31, 2020, and 2019, the Company recorded $-0- and $56,802, respectively, of advertising and marketing expenses. Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the years ended March 31, 2020, and 2019, the Company recorded $-0- and $53,204 of research and development expenses, respectively. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of March 31, 2020, and December 31, 2019, for each fair value hierarchy level: March 31, 2020 Derivative Total Level I $ - $ - Level II $ - $ - Level III $ 6,534,591 $ 6,534,591 December 31, 2019 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 2,462,940 $ 2,462,940 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. Foreign Currency Translation The accounts of the Company’s Hong Kong subsidiary are maintained in Hong Kong dollars and the accounts of the U.S. companies are maintained in USD. The accounts of the Hong Kong subsidiary were translated into USD in accordance with Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters. According to Topic 830, all assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and statement of comprehensive income items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the foreign currency transactions are reflected in the statements of comprehensive income. Relevant exchange rates used in the preparation of the consolidated financial statements are as follows for the periods ended March 31, 2020 and December 31, 2019, (Hong Kong dollar per one U.S. dollar): March 31,2020 December 31,2019 Balance sheet date .1290 .1284 Average rate for statements of operations and comprehensive loss .1287 .1276 Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of March 31, 2020, and 2019, the Company’s dilutive securities are convertible into approximately 469,312,620 and 2,045 shares of common stock, respectively. This amount is not included in the computation of dilutive loss per share because their impact is antidilutive. The following table represents the classes of dilutive securities as of March 31, 2020, and December 31, 2019: March 31, 2020 March 31, 2019 Common stock to be issued 1,350 450 Convertible preferred stock 50,000 - Convertible notes payable 469,261,270 4,035,679 469,312,620 4,036,129 Recent Accounting Pronouncements There have no recent accounting pronouncements or changes in accounting pronouncements during the period ended March 31, 2020, that are of significance or potential significance to the Company. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 4 – INTANGIBLE ASSETS Patents as of March 31, 2020, and December 31, 2019, consist of the following: March 31, 2020 December 31, 2019 Patents and license rights $ 250,000 $ 250,000 Accumulated amortization (88,543 ) (78,125 ) Net carrying amount $ 161,457 $ 171,875 Amortization expense for the three months ended March 31, 2020, and 2019, was $10,418 and $10,417, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 5 - CONVERTIBLE NOTES PAYABLE During the year ended December 31, 2017, OZOP issued 19 convertible promissory notes (the “2017 Notes”), in amounts of $10,000 to $50,000. OZOP received proceeds of $710,000 in the aggregate. The 2017 Notes matured on their one- year anniversary and bear interest at ten percent (10%). The initial conversion feature allowed the holders to convert this note and any unpaid interest due, into shares of the Company’s common stock on the 15 th The Company determined that the conversion feature of the 2017 Notes and the March 2018 Note (together, the “Notes”) did not meet the criteria of an embedded derivative and therefore the conversion feature was not bi-furcated and accounted for as a derivative because the Company was a private company, there was no quoted price and no active market for the Company’s common stock. On April 13, 2018, the Company determined the conversion feature of this notes represented an embedded derivative since this note were convertible into a variable number of shares upon conversion. Accordingly, on April 13, 2018, this note were not considered to be conventional debt under ASC 815 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of the derivative instruments of this notes that occurred prior to April 13, 2018, were recorded as a liability on April 13, 2018, with the corresponding amount recorded as a discount to this note. Such discount was amortized from the date of issuance to the maturity dates of this notes. The change in the fair value of the liability for derivative contracts are recorded in other income or expenses in the reporting period, with the offset to the derivative liability on the balance sheet. The embedded feature included in this note resulted in an initial debt discount of $620,075, interest expense of $14,000 and initial derivative liability of $634,075. On August 29, 2019, pursuant to a Debt Purchase Agreement, one investor sold the principal balance of $15,000, accrued and unpaid interest of $2,624 and a repayment balance of $5,250 to third party investor, for a total purchase price of $22,874 (see below). Also, on August 29, 2019, pursuant to a Debt Purchase Agreement, a second investor sold the principal balance of $25,000, accrued and unpaid interest of $4,248 and a repayment balance of $8,750 to third party investor, for a total purchase price of $37,998 (see below). On February 18, 2020, an investor purchased two $50,000 convertible notes from investors (see below). As of March 31, 2020, and December 31, 2019, the outstanding principal balance of the 2017 Notes was $75,000 and $175,000, respectively. On April 13, 2018, we issued a convertible promissory note in the principal amount of $442,175, pursuant to a Securities Purchase Agreement we entered into with an investor dated April 1, 2018. This note bears interest at the rate of 12% per annum and is due and payable on April 13, 2019. This note is convertible at any time following the funding of this note into a variable number of the Company’s common stock, based on a conversion ratio of 55% of the average of the lowest trading price for the 25 days prior to conversion. This note was funded on April 13, 2018, when the Company received proceeds of $350,000, after OID of $57,675, and disbursements for the lender’s transaction costs, fees and expenses of $34,500, of which $25,000 were recorded as discounts against the debt to be amortized into interest expense through maturity. Periodic payments are due by us on this note at the rate of $850 per day (the “Repayment Amount”) via direct withdrawal from our bank account, beginning on April 27, 2018 and to last for a 30-day period. Following this period, the Repayment Amount increased to $1,100 per day until this note is satisfied in full. On June 28, 2018, this note was amended to increase the Repayment Amount to $1,750 per day. On August 29, 2018, the parties agreed to stop the Repayment Amount, and on November 20, 2018, the parties agreed to restart the Repayment Amount at $1,000 per day. From time to time the investor waives any Repayment Amount for a period of time as agreed upon. The embedded conversion feature included in this note resulted in an initial debt discount of $359,500 interest expense of $150,730 and an initial derivative liability of $510,230. During the year ended December 31, 2019, the investor sold $30,000 of this note to another investor. This note is in default and during the year ended December 31, 2019, the Company recorded additional interest expense of $26,188 and added that amount to the principal amount outstanding. As of March 31, 2020, and December 31, 2019, the outstanding principal balance and carrying value of this note was $78,563. The balance of this note was converted during the three months ended June 30, 2020. In connection with our obligations under this note, our executive officers at the time, and the Company entered into a Pledge Agreement (the “Pledge Agreement”) whereby they pledged as collateral for this note an aggregate of 19,900 shares of our common stock and we pledged the shares of our subsidiary OZOP Surgical, Inc. (collectively, the “Collateral”). Upon a default under the terms of this note, the investor may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral. On August 29, 2018, we issued a convertible promissory note in the principal amount of $339,250, pursuant to a Securities Purchase Agreement we entered into with the investor. This note bears interest at the rate of 12% per annum and is due and payable on August 29, 2019. This note is convertible at any time following the funding of this note into a variable number of the Company’s common stock, based on a conversion ratio of 55% of the average of the lowest trading price for the 25 days prior to conversion. This note was funded on August 29, 2018, when the Company received proceeds of $280,000, after OID of $44,250, and disbursements for the lender’s transaction costs, fees and expenses of $15,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. Periodic payments are due by us on this note at the rate of $1,000 per day (the “Repayment Amount”) via direct withdrawal from our bank account, beginning on August 30, 2018, until this note is satisfied in full. From time to time the investor waives any Repayment Amount for a period of time as agreed upon. The embedded conversion feature included in this note resulted in an initial debt discount of $280,000 interest expense of $112,403 and an initial derivative liability of $392,403. This note is in default and during the year ended December 3, 2019, the Company recorded additional interest expense of $87,390 and added that amount to the principal amount outstanding. For the three months ended March 31, 2020, the investor converted a total of $10,044 of the face value and $2,899 of accrued interest into 428,477 shares of common stock. As of March 31, 2020, and December 31, 2019, the outstanding principal balance and carrying value of this note was $177.086 and $187,130, respectively. The balance of this note was converted during the three months ended June 30, 2020. On November 15, 2018, the Company issued a 12% convertible promissory note, in the principal amount of $500,000, pursuant to a Securities Purchase Agreement we entered into with the investor. This note matures November 15, 2019. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lesser of (1) the lowest trading price during the previous 20 trading day period ending on the last completed trading date prior to the date of this note and (2) 65% multiplied by the average of the 3 lowest trading prices of the Company’s common stock during the 20 day trading period ending on the latest completed trading day of the common stock prior to the date of conversion of this note. Pursuant to this note, the Company agreed to include on its next registration statement filed with the Securities and Exchange Commission, all shares issuable upon conversion of this note. Pursuant to the Security Agreement, all of the obligations under this note are secured by a first security interest in and to all of the Company’s rights, title and interests in, to and under all assets and all personal property of the Company. The Security Agreement includes customary representations, warranties and covenants by the Company. This note was funded on November 19, 2018, when the Company received proceeds of $458,500 after OID of $37,500, and disbursements for the lender’s transaction costs, fees and expenses of $4,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in this note resulted in an initial debt discount and derivative liability of $363,806. For the three months ended March 31, 2020, the investor converted a total of $12,446 of the face value and $32,879 of accrued interest and fees into 695,877 shares of common stock. As of March 31, 2020, and December 31, 2019, the outstanding principal balance and carrying value of this note was $432,914 and $445,360, respectively. The balance of this note was converted during the three months ended June 30, 2020. On January 7, 2019, the Company issued an 8% convertible promissory note, in the principal amount of $150,000, pursuant to a Securities Purchase Agreement we entered into with the investor. This note matured January 7, 2020. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lesser of (1) the lowest trading price during the previous 20 trading day period ending on the last completed trading date prior to the date of this note and (2) 65% multiplied by the average of the 3 lowest trading prices of the Company’s common stock during the 20 day trading period ending on the latest completed trading day of the common stock prior to the date of conversion of this note. This note was funded on January 9, 2019, when the Company received proceeds of $133,250 after OID of $14,000, and disbursements for the lender’s transaction costs, fees and expenses of $2,750, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in this note resulted in an initial debt discount and derivative liability of $111,500. For the three months ended March 31, 2020, amortization of the debt discounts of $2,416 was charged to interest expense. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of this note was $150,000 with a carrying value of $150,000 and $147,584, as of March 31, 2020, and December 31, 2019, respectively.net of unamortized discounts of $2,416. The balance of this note was converted during the three months ended June 30, 2020. On February 5, 2019, the Company issued an 8% convertible promissory note (the “Master Note”) in the aggregate principal amount of up to $165,000 in exchange for an aggregate purchase price of up to $148,500 with an original issue discount of $16,500 to cover the Investor’s accounting fees, due diligence fees, monitoring and other transactional costs incurred in connection with the purchase and sale of the Master Note, which is included in the principal balance of this note. On February 8, 2019, the Investor funded the first tranche under the Master Note, with a maturity date of February 8, 2020, and the Company received $49,500 ($47,500 after payment of $2,000 of the Investor’s legal fees) for this first tranche of $55,000 under the Master Note and on the same date, the Company issued this note to the Investor. This note is convertible into shares of the Company’s common stock, beginning on the date which is 180 days from the issuance date of the Master Note, at a conversion price equal to the lesser of (1) the lowest trading price during the previous 20 trading day period ending on the last completed trading date prior to the date of conversion of the Master Note and (2) 65% multiplied by the average of the 3 lowest trading prices of the Company’s common stock during the 20 day trading period ending on the latest completed trading day of the common stock prior to the date of conversion of the Master Note. The embedded conversion feature included in the Master Note resulted in an initial debt discount and derivative liability of $38,502. For the three months ended March 31, 2020, amortization of the debt discounts of $4,496 was charged to interest expense. For the three months ended March 31, 2020, the investor converted a total of $4,905 of the face value and $1,500 of fees into 349,000 shares of common stock. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of the Master Note was $6,735 and $11,640, respectively, with a carrying value as of March 31, 2020, and December 31, 2019, of $6,735 and $7,144, respectively. The balance of this note was converted during the six months ended June 30, 2020. In connection with the issuance of this Note, the Company issued warrants to acquire 55,000 shares of common stock, for a three-year period with an exercise price of $1,50 per share, subject to price adjustments. For the three months ended March 31, 2020, the Company valued the warrant on the Black Shoals option pricing model at $12,962 and recorded the amount as derivative expense with the offset to derivative liabilities. On March 7, 2019, the Company issued a 12% convertible promissory note, in the principal amount of $85,000, pursuant to a Securities Purchase Agreement we entered into with an investor. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock, at a conversion price equal to 58% of the average of the two lowest trading prices of the Company’s common stock for the previous 20 trading day period ending on the date the notice of conversion of this note is received by the Company. This note was funded on March 11, 2019, when the Company received proceeds of $77,900 after OID of $3,000, and disbursements for the lender’s transaction costs, fees and expenses of $4,100, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in this note resulted in an initial debt discount and derivative liability of $77,394. For the three months ended March 31, 2020, amortization of the debt discounts of $15,714 was charged to interest expense. For the three months ended March 31, 2020, the investor converted a total of $31,800 of the face value and $4.327 of accrued interest into 446,416 shares of common stock. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of this note was $-0- and $31,800, respectively, with a carrying value as of December 31, 2019, of $16,086, net of unamortized discounts of $15,714. On May 29, 2019, the Company issued a 12% convertible promissory note, in the principal amount of $80,000, pursuant to a Securities Purchase Agreement we entered into with an investor. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock, at a conversion price equal to 58% of the average of the two lowest trading prices of the Company’s common stock for the previous 20 trading day period ending on the date the notice of conversion of this note is received by the Company. This note was funded on March 29, 2019, when the Company received proceeds of $73,300 after OID of $2,800, and disbursements for the lender’s transaction costs, fees and expenses of $3,900, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in this note resulted in an initial debt discount and derivative liability of $70,418. For the three months ended March 31, 2020, amortization of the debt discounts of $19,280 was charged to interest expense. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of this note was $80,000 with a carrying value of $67,259 and $47,979, net of unamortized discounts of $12,741 and $32,021, respectively. During the three months ended June 30, 2020, the investor converted a portion and sold the balance of this note to a third party. On June 5, 2019, an investor (the “Purchaser”) pursuant to an Assignment Agreement, purchased a convertible note issued by the Company on December 5, 2018. The Purchaser paid $93,391 to acquire this note. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 65% multiplied by the average of the lowest two trading prices during the 15- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. The embedded conversion feature pursuant to the Assignment Agreement resulted in an initial debt discount and derivative liability of $59,909. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of assigned note was $93,391. During the three months ended June 30, 2020, the Purchaser sold this note to a third-party investor. On June 7, 2019, an investor (the “Purchaser”) pursuant to an Assignment Agreement, purchased a convertible note issued by the Company on October 19, 2018. The Purchaser paid $77,000 to acquire this note. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 65% multiplied by the average of the lowest two trading prices during the 15- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. The embedded conversion feature pursuant to the Assignment Agreement resulted in an initial debt discount and derivative liability of $49,335. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of assigned note was $77,000. During the three months ended June 30, 2020, the Purchaser sold this note to a third-party investor. On July 22, 2019, the Company issued a 10% convertible promissory note, in the principal amount of $38,900, pursuant to a Securities Purchase Agreement we entered into with an investor. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock, at a conversion price equal to 60% of the lowest closing bid price of the Company’s common stock for the previous 20 trading day period ending on the date the notice of conversion of this note is received by the Company. This note was funded on July 24, 2019, when the Company received proceeds of $30,000 after OID of $3,900, and disbursements for the lender’s transaction costs, fees and expenses of $5,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in this note resulted in an initial debt discount and derivative liability of $31.452. For the three months ended March 31, 2020, amortization of the debt discounts of $10,088 was charged to interest expense. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of this note was $38,900 with a carrying value of $26,401 and $16,313, net of unamortized discounts of $12,499 and $22,587, respectively. The balance of this note was converted during the three months ended June 30, 2020. On August 2, 2019, the Company issued a 12% convertible promissory note, in the principal amount of $157,500, pursuant to a Securities Purchase Agreement we entered into with an investor. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 60% multiplied by the average of the lowest two trading prices during the 20 trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. This note was funded on August 2, 2019, when the Company received proceeds of $150,000 after disbursements for the lender’s transaction costs, fees and expenses of $7,500, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in this note resulted in an initial debt discount and derivative liability of $125,982. For the three months ended March 31, 2020, amortization of the debt discounts of $33,371 was charged to interest expense. For the three months ended March 31, 2020, the investor converted a total of $17,650 of the face value and $1,303 of accrued interest into 788,350 shares of common stock. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of this note was $139,850 and $157,500, respectively, with a carrying value of $95,377 and $79,656, net of unamortized discounts of $44,473 and $77,844, respectively. On August 21, 2019, the Company issued a 12% convertible promissory note, in the principal amount of $55,125, pursuant to a Securities Purchase Agreement we entered into with an investor. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 58% multiplied by the average of the lowest two trading prices during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. This note was funded on August 21, 2019, when the Company received proceeds of $50,000 after OID of $2,625, and disbursements for the lender’s transaction costs, fees and expenses of $2,500, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in this note resulted in an initial debt discount and derivative liability of $47,117. For the three months ended March 31, 2020, amortization of the debt discounts of $33,479 was charged to interest expense. For the three months ended March 31, 2020, the investor converted a total of $3,825 of the face value and $247 of accrued interest into 77,144 shares of common stock, and on March 9, 2020, sold the remining portion of this note to a third part investor (see below) for $76,000. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of this note was $-0- and $55,125, respectively, with a carrying value of $21,646, as of December 31, 2019, net of unamortized discounts of $33,479. The Company also issued a warrant for $25,000 to the investor in consideration of the sale of this note. The Company valued the warrant based on the Back Scholes option pricing model of $56,049 and recorded the amount to derivative expense with the offset to derivative liabilities. On August 19, 2019, the Company issued an 8% convertible promissory note, in the principal amount of $85,000, pursuant to a Securities Purchase Agreement we entered into with the investor. This note matures May 19, 2020. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lesser of (1) the lowest trading price during the previous 20 trading day period ending on the last completed trading date prior to the date of this note and (2) 65% multiplied by the average of the 3 lowest trading prices of the Company’s common stock during the 20 day trading period ending on the latest completed trading day of the common stock prior to the date of conversion of this note. This note was funded on August 22, 2019, when the Company received proceeds of $75,000 after OID of $7,250, and disbursements for the lender’s transaction costs, fees and expenses of $2,750, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in this note resulted in an initial debt discount and derivative liability of $54,802. For the three months ended March 31, 2020, amortization of the debt discounts of $21,601 was charged to interest expense. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of this note was $85,000 with a carrying value of $72,945 and $51,344, net of unamortized discounts of $12,055 and $33,656, respectively. The balance of this note was converted during the three months ended June 30, 2020. On August 23, 2019, the Company issued to a third-party investor a convertible redeemable promissory note with a face value of $37,800, including an original issue discount of $1,800. This note matures on May 23, 2020, has a stated interest of 10% and is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 58% of the average of the two lowest trading prices for the 20 days prior to conversion. This note was funded on August 26, 2019, when the Company received proceeds of $33,500, after disbursements for the lender’s transaction costs, fees and expenses of $2,500, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in this note resulted in an initial debt discount and derivative liability of $32,229. For the three months ended March 31, 2020, amortization of the debt discounts of $12,176 was charged to interest expense. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of this note was $37,800 with a carrying value of $30,737 and $18,561, net of unamortized discounts of $7,063 and $19,239, respectively. During the three months ended June 30, 2020, the investor converted a portion of this note and sold the balance of this note to a third party. On August 29, 2019, the Company issued a 10% convertible promissory note, in the principal amount of $45,000, pursuant to a Securities Purchase Agreement we entered into with an investor. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 60% multiplied by the average of the lowest two trading prices during the 20 trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. This note was funded on September 4, 2019, when the Company received proceeds of $40,000 after disbursements for the lender’s transaction costs, fees and expenses of $5,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in this note resulted in an initial debt discount and derivative liability of $35,794. For the three months ended March 31, 2020, amortization of the debt discounts of $10,199 was charged to interest expense. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of this note was $45,000 with a carrying value of $28,632 and $18,434, net of unamortized discounts of $16,368 and $26,566, respectively. The balance of this note was converted during the three months ended June 30, 2020. On August 29, 2019, an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement, purchased a convertible note issued by the Company on September 1, 2017 (see above). The Purchaser paid $22,874 to acquire this note. This note, as amended, is convertible into common stock at a conversion price equal to a 35% discount to the average of the 3 lowest closing prices of the common stock for fifteen prior trading days including the day upon which a notice of conversion is received. The embedded conversion feature pursuant to the Assignment Agreement resulted in an initial debt discount and derivative liability of 13,793. For the year ended December 31, 2019, amortization of the debt discounts of $13,793 was charged to interest expense. For the three months ended March 31, 2020, the investor converted a total of $15,874 of the face value and $968 of accrued interest into 217,331 shares of common stock. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of assigned note was $-0- and $15,874, respectively. On August 29, 2019, an investor (the “Purchaser”) pursuant to a Debt Purchase Agreement, purchased a convertible note issued by the Company on October 2, 2017 (see above). The Purchaser paid $37,998 to acquire this note. This note, as amended, is convertible into common stock at a conversion price equal to a 35% discount to the average of the 3 lowest closing prices of the common stock for fifteen prior trading days including the day upon which a notice of conversion is received. The embedded conversion feature pursuant to the Assignment Agreement resulted in an initial debt discount and derivative liability of $22,953. For the three months ended March 31, 2020, the investor converted a total of $5,000 of the face value into 117,494 shares of common stock As of March 31, 2020, and December 31, 2019, the outstanding principal balance of assigned note was $32,998 and $37,998, respectively. The balance of this note was converted during the three months ended June 30, 2020. On October 1, 2019, the Company issued a 12% convertible promissory note, in the principal amount of $68,000, pursuant to a Securities Purchase Agreement we entered into with an investor. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 61% multiplied by the lowest closing bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. This note was funded on October 2, 2019, when the Company received proceeds of $65,000 after disbursements for the lender’s transaction costs, fees and expenses of $3,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in this note resulted in an initial debt discount and derivative liability of $52,457. For the year ended December 31, 2019, amortization of the debt discounts of $13,864 was charged to interest expense. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of this note was $68,000 with a carrying value of $40,280 and $26,416, net of unamortized discounts of $27,720 and $41,584, respectively. The balance of this note was converted during the three months ended June 30, 2020. On October 8, 2019, the Company issued a 12% convertible promissory note, in the principal amount of $66,000, pursuant to a Securities Purchase Agreement we entered into with an investor. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock, at a conversion price equal to 60% of the average of the two lowest trading prices of the Company’s common stock for the previous 20 trading day period ending on the date the notice of conversion of this note is received by the Company. This note was funded on October 10, 2019, when the Company received proceeds of $57,000 after OID of $6,000, and disbursements for the lender’s transaction costs, fees and expenses of $2,300, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in this note resulted in an initial debt discount and derivative liability of $52,281. For the three months ended March 31, 2020, amortization of the debt discounts of $15,320 was charged to interest expense. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of this note was $66,000 with a carrying value of $33,772 and $18,452, net of unamor |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Derivative Liabilities | NOTE 6 – DERIVATIVE LIABILITIES The Company determined the conversion feature of this notes, which contain a variable conversion rate, represented an embedded derivative since the notes were convertible into a variable number of shares upon conversion. Accordingly, the notes are not considered to be conventional debt under ASC 815 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. The Company valued the derivative liabilities at March 31, 2020, and December 31, 2019, at $6,534,591 and $2,462,490, respectively. The Company used the Monte Carlo simulation valuation model with the following assumptions as of March 31, 2020, risk free interest rates from 0.15% to 0.17%, and volatility of 67% to 75% and as of December 31, 2019, risk-free interest rates from 1.57% to 1.77% and volatility of 31% to 36%. The initial derivative liabilities for convertible notes issued during the three months ended March 31, 2020, used the following assumptions; risk-free interest rates from 0.12% to 1.57% and volatility of 36% to 70%. A summary of the activity related to derivative liabilities for the three months ended March 31, 2020, and the year ended December 31, 2019, is as follows: Balance- January 1, 2019 $ 1,199,514 Issued during period 1,460,123 Converted or paid (850,248 ) Change in fair value recognized in operations 653,551 Balance- December 31, 2019 2,462,940 Issued during the period 3,295,095 Converted or paid (757,617 ) Change in fair value recognized in operations 1,534,173 Balance December 31, 2019 $ 6,534,591 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7 – NOTES PAYABLE The Company has the following note payables outstanding: March 31, 2020 December 31, 2019 Note payable, interest at 8%, matured September 6, 2018, in default $ - $ 330,033 Notes payable, interest at 8%, matures January 5, 2020, currently in default 45,000 45,000 Other, due on demand, interest at 6% 50,000 50,000 Total notes payable $ 95,000 $ 425,033 On February 26, 2020, the Company and this noteholder agreed to convert $330,033 of principal note balances to a 12% convertible note with a face value of $330,000 (see Note 5). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – RELATED PARTY TRANSACTIONS Employment Agreement On February 28, 2020, the Company and Mr. Conway entered into an employment agreement (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Conway is to receive an annual salary of $120,000, for his position of CEO of the Company, payable monthly. Mr. Conway was also issued 2,500 shares of Series C Preferred Stock. The Company valued the shares at $5,000. Management Fees and related party payables For the three months ended March 31, 2020, and 2019, the Company recorded expenses to its officers in the following amounts: Three months ended 2020 2019 CEO (incudes $5,000 stock-based compensation) $ 15,000 $ - CEO, former 22,505 45,000 COO, former - 45,000 CFO, former 20,000 30,000 Total $ 57,505 $ 120,000 As of March 31, 2020, and December 31, 2019, included in accounts payable and accrued expenses, related party is $456,185 and $470,886, respectively, for the following amounts owed the Company’s former officers for accrued fees, accounts payable and loans made. The loans have no terms of repayment. March 31, 2020 December 31, 2019 Former CEO, former (1) $ 9,630 $ 125 Former CEO, subsidiary (2) 145,370 144,639 Former COO and CCO (3) 162,085 162,085 Former COO (4) 112,500 112,500 Former CFO (5) 26,500 51,537 CEO 100 - Total $ 456,185 $ 470,866 (1)The former CEO, parent resigned February 28, 2020, pursuant to the LOI with PCTI. (2) The former CEO, subsidiary resigned on March 4, 2019. (3) The Former COO and CCO resigned from those positions on October 1, 2018, and March 4, 2019, respectively. (4) The former COO resigned on October 23, 2019. (5) The former CFO resigned effective February 28, 2020, pursuant to the LOI with PCTI. Other On February 9, 2018, the Company recorded a stock subscription receivable from its officers and directors of $7,600 related to the issuance of 7,600,000 shares of common stock. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES Licenses On February 1, 2018, Spinus entered into an Intellectual Property Licensing Agreement (the “Licensing Agreement”). The Company assumed the obligations under the Licensing Agreement and pledged the assets of Spinus as security. Pursuant to the terms of the Licensing Agreement, in consideration of $250,000 Spinus has the exclusive rights to certain patents and the non-exclusive rights to other patents. The patents surround mechanical or inflatable expandable interbody implant products. The Company paid the $250,000 on November 20, 2018. The Company also will pay a royalty of 7% of net sales on any product sold utilizing any of the patents. There have not been any sales of the licensed products and accordingly, no royalties have been incurred. Consulting Agreements On March 4, 2019, the Company entered into a Separation Agreement (the “Separation Agreement”) with Salman J. Chaudhry, pursuant to which Mr. Chaudry resigned immediately from his positions as the CCO and Secretary of the Company and as a member of the Board and from all positions with the Company effective immediately and pursuant to which the Company agreed to pay Mr. Chaudry $227,200 (the “Outstanding Fees”) in certain increments as set forth in the Separation Agreement. Mr. Chaudry’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As of March 31, 2020, and December 31, 2019, the balance owed Mr. Chaudhry is $162,085. On March 24, 2019, the Company and Newbridge Securities Corporation (“Newbridge”) entered into an Investment Banking Engagement Agreement (the “Agreement”). Under the terms of the Agreement, Newbridge will provide investment banking and financial advisory services to the Company, including, but not limited to assisting the Company with an up-listing process to a national exchange in the United States, introducing the Company to other investment banking firms focused on servicing emerging growth companies; rendering advice related to capital structures, capital market opportunities, evaluating potential capital raise transactions and assisting the Company to develop growth optimization strategies. The term of the Agreement is 12 months from the date of the Agreement, however either party may terminate the Agreement anytime upon 15 days written notice. As compensation for its services under the Agreement, Newbridge and its assignees received 172 shares of the Company’s common stock. The Agreement contains customary terms relating to payment of expenses, indemnification and other matters. The Agreement also includes customary representations, warranties and covenants by the Company. The Company valued the shares at $77,130, based on the market price of the common stock on the date of the agreement, to be amortized over the one-year term of the contract. For the three months ended March 31, 2020, the Company amortized $17,783 as stock-based compensation expense. As of March 31, 2020, the expense has been fully recognized. On September 2, 2019, the Company entered Consulting Agreement (the “Agreement”) with a consultant to act as the Company’s Executive Vice President, Sales and Marketing (the “EVP”) through December 31, 2019, and to provide the Company with customary services of an EVP. The Company has agreed to compensate the consultant $10,000 per month. Either party may terminate the Agreement in its sole and absolute discretion. The parties have agreed that they will negotiate follow up agreement with terms and conditions to include salary, commission, bonuses and stock and or option grants or awards, to be consistent with industry standards for like size companies prior to the termination of the Agreement. For the year ended December 31, 2019, the Company has expensed $30,000. As of March 31, 2020, and December 31, 2019, the Company owes the EVP $10,000, included in liabilities of discontinued operations. On September 3, 2019, the Company entered into an Investor Relations Agreement (the “Agreement”) with a consultant. Under the terms of the Agreement, the consultant will provide consulting services to the Company, including, but not limited to assisting the Company in the conception and implementation of the Company’s corporate and business development plan. The term of the Agreement is 6 months from the date of the Agreement. As compensation for its services under the Agreement, the consultant received 1,250 shares of the Company’s common stock. The Agreement contains customary terms relating to payment of expenses, indemnification and other matters. The Agreement also includes customary representations, warranties and covenants by the Company. The Company valued the shares at $46,875, based on the market price of the common stock on the date of the agreement, to be amortized over the term of the contract. For the three months ended March 31, 2020, the Company amortized $15,625 as stock-based compensation expense. As of March 31, 2020, the expense has been fully recognized. On September 3, 2019, the Company entered into a Consulting Agreement (the “Agreement”) with a consultant. Under the terms of the Agreement, the consultant will provide consulting services to the Company, including, but not limited to assisting the Company in its general strategy for corporate communications. The term of the Agreement is 6 months from the date of the Agreement. As compensation for its services under the Agreement, the consultant received 1,250 shares of the Company’s common stock. The Agreement contains customary terms relating to payment of expenses, indemnification and other matters. The Agreement also includes customary representations, warranties and covenants by the Company. The Company valued the shares at $46,875, based on the market price of the common stock on the date of the agreement, to be amortized over the term of the contract. For the three months ended March 31, 2020, the Company amortized $15,625 as stock-based compensation expense. As of March 31, 2020, the expense has been fully recognized. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 - INCOME TAXES The Company was incorporated in the United States and has operations in two tax jurisdictions - the United States and Hong Kong. The Company’s HK subsidiary is subject to a 16.5% profit tax based on its taxable net profit. The Company’s U.S. operations are subject to income tax according to U.S. tax law. A reconciliation of the provision for income taxes determined at the U.S. statutory rate to the Company’s effective income tax rate is as follows: Three Months Ended March 31, 2020 2019 Pre-tax loss $ (5,672,070 ) $ (904,155 ) U.S. federal corporate income tax rate 21 % 21 % Expected U.S. income tax credit (1,191,935 ) (189,873 ) Tax rate difference between U.S. and foreign operations - 231 Permanent differences 1,145163 111,325 Change of valuation allowance 45,972 78,317 Effective tax expense $ — $ — The Company had deferred tax assets as follows: March 31, 2020 December 31, 2019 Net operating losses carried forward $ 1,068,042 $ 1,022,071 Less: Valuation allowance (1,068,042 ) (1,022,071 ) Net deferred tax assets $ — $ — As of March 31, 2020, the Company has approximately $4,618,000 and $595,000 net operating loss carryforwards available in the United States and Hong Kong, respectively, to reduce future taxable income. The net operating loss from Hong Kong operations can be carried forward with no time limit from the year of the initial loss pursuant to relevant Hong Kong tax laws and regulations. For U.S. purposes the NOL deduction for a tax year is equal to the lesser of (1) the aggregate of the NOL carryovers to such year, plus the NOL carry-backs to such year, or (2) 80% of taxable income (determined without regard to the deduction). Generally, NOLs can no longer be carried back but are allowed to be carried forward indefinitely. The special extended carryback provisions are generally repealed, except for certain farming and insurance company losses. The amendments incorporating the 80% limitation apply to losses arising in tax years beginning after Dec. 31, 2017. As of March 31, 2020, and December 31, 2019, the Company has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods, and does not believe that there will be any significant increases or decreases of unrecognized tax benefits within the next twelve months. No interest or penalties relating to income tax matters have been imposed on the Company during the three months ended March 31, 2020, and 2019, and no provision for interest and penalties is deemed necessary as of March 31, 2020, and 2019. Since the Company’s foreign subsidiaries have not generated income since inception, the Company believes that Tax Act will not have significant impact on the Company’s consolidated financial statements. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 11 – STOCKHOLDERS’ EQUITY On January 21, 2020, the Company filed an amendment to its Certificate of Incorporation, with the Nevada Secretary of State, for 1-for-1,000 reverse stock split of our common stock (the “Reverse Stock Split”) effective February 10, 2020. The number of shares of common stock subject to outstanding options, warrants and convertible securities were also reduced by a factor of one- thousand and no fractional shares were issued. All historical share in this report have been adjusted to reflect the Reverse Stock Split. There were no changes to the authorized number of shares and the par value of our common stock. Common stock On July 5, 2019, the Company entered into an Equity Financing Agreement In connection with the Equity Agreement, on July 5, 2019, the Company also entered into a Registration Rights Agreement During the three months ended March 31, 2020, holders of an aggregate of $105,947 in principal and $75,373 of accrued interest and fees of convertible notes issued by the Company, converted their debt into 4,939,400 shares of our common stock at an average conversion price of $0.0367 per share. As of March 31, 2020, the Company has 4,990,000,000 shares of $0.001 par value common stock authorized and there are 5,158,493 shares of common stock issued and outstanding. Common stock to be issued For the year ended December 31, 2019, the Company recorded 1,350 shares of common stock to be issued, and valued the shares at $410,370, based on the market price of the common stock on the date of the shares being earned. For the year ended December 31, 2019, the company amortized $410,370 as stock-based compensation expense. As of March 31, 2020, and December 31, 2019, there are 1,350 shares of common stock to be issued. Preferred stock As of March 31, 2020, 10,000,000 shares have been authorized as preferred stock, par value $0.001 (the “Preferred Stock”), which such Preferred Stock shall be issuable in such series, and with such designations, rights and preferences as the Board of Directors may determine from time to time. On March 28, 2019, the Company filed a Certificate of Designation with the Secretary of State of Nevada to designate 1,000,000 shares as Series B Preferred Stock. The Series B Preferred Stock is not convertible into common stock, nor does the Series B Preferred Stock have any right to dividends and any liquidation preference. The Series B Preferred Stock entitles its holder to a number of votes per share equal to 50 votes. On April 1, 2019, the Company issued 1,000,000 shares of Series B Preferred Stock to the Company’s CEO at the time. This resulted in a change in control of the Company. On September 18, 2019, the Company filed a Certificate of Designation with the Secretary of State of Nevada to designate 50,000 shares as Series C Preferred Stock. Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance, into one share of fully paid and non-assessable share of common stock. Each share of Series C Preferred Stock shall entitle the holder thereof to ten thousand (10,000) votes on all matters submitted to a vote of the stockholders of the Company. On September 19, 2019, the Company issued 50,000 shares of its Series C Preferred Stock to the Company’s CEO and Director, at the time, in consideration of the cancellation and return of 1,000,000 shares of the Company’s Series B Preferred Stock. On September 20, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designation (the “Certificate of Withdrawal”) for the Company’s Series B Preferred Stock, pursuant to which the prior designation of the Company’s Series B Stock was cancelled. As of March 31, 2020, and December 31, 2019, there are 50,000 shares of Series C Preferred Stock outstanding and no shares of Series B Preferred Stock outstanding. On February 4, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series C Preferred Stock. The voting rights associated with the Series C Preferred Stock were amended whereby each share of Series C Preferred Stock shall entitle the holder thereof to have voting rights equal to two times the sum of all the number of shares of other classes of Company capital stock eligible to vote on all matters submitted to a vote of the stockholders of the Company, divided by the number of shares of Preferred Stock issued and outstanding at the time of voting. On February 28, 2020, pursuant to a share redemption agreement between the Company and Mr. Chermak pursuant to which, the Company agreed to redeem his 50,000 shares of Series C Preferred Stock for $100,000, ($2 per share), the Company redeemed 2,500 shares of series C Preferred Stock from Mr. Chermak, and issued 2,500 shares of Series C Preferred Stock to Mr. Conway, pursuant to Mr. Conway’s employment agreement. The Company valued the 2,500 shares issued to Mr. Conway at $5,000 ($2 per share). Stock subscription receivable On February 9, 2018, the Company recorded a stock subscription receivable from its officers and directors of $7,600 related to the issuance of 7,600 shares of common stock. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 12 – Discontinued Operations ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the component’s results of operations have been reclassified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the assets and liabilities of this component are separately reported as “assets and liabilities held for disposal” as of December 31, 2019. The results of operations of this component, for all periods, are separately reported as “discontinued operations”. There have been no transactions between the Company and SRI since the termination. A reconciliation of the major classes of line items constituting the gain from discontinued operations, net of income taxes as is presented in the Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2020, are summarized below; there was no activity of the SRI business for the three months ended March 31, 2019. Cost of goods sold $ 4,326 Operating expenses: Depreciation expense 13,805 Rent expense 2,222 Interest expense 8.794 Total operating expenses 24,821 Loss from discontinued operations $ (29,147 ) Gain from license termination $ 86,856 Liabilities of discontinued operations at March 31, 2020, of $75,270 consist of accounts payable and accrued expenses related to SRI. The following table presents the reconciliation of carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations in the condensed consolidated balance sheet at December 31, 2019: Carrying amounts of major classes of assets included as part of assets held for discontinued operations Inventory $ 378,061 Prepaid expenses 2,987 Property and equipment, net 353,985 License rights, net 2,724,848 Goodwill 2,002,314 Total assets included in the assets of discontinued operations $ 5,462,195 Carrying amounts of major classes of liabilities included as part of liabilities of discontinued operations Accounts payable and accrued expenses $ 88,178 Liability for common stock payable 245,000 Current portion of notes payable 1,131,771 Current portion of license fee payable 984,089 Long term portion of notes payable 1,440 Long term portion of license fee payable 250,000 Put option payable 2,892,228 Total liabilities included in the liabilities of discontinued operations $ 5,592,706 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS From April 1, 2020, through June 30, 2020, the Company has issued 1,416,298,485 shares of common stock upon the conversion of $3,261,774 of principal, accrued interest and fees of convertible notes. The Company also issued 67,606,186 shares of common stock upon the cashless exercise of warrants. On April 27, 2020, the Company issued a 15% convertible redeemable note in the principal amount of $60,000. This note matures on April 27,2021 and is convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which a conversion notice is received by the Company. The Company received proceeds of $50,000 on April 27, 2020, and this note included an original issue discount of $10,000. This note proceeds will be used by the Company for general working capital purposes. On April 28, 2020, the Company issued a 12% convertible promissory note, (the “Note”) in the principal amount of $53,000, pursuant to a Securities Purchase Agreement we entered into with an investor. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 58% multiplied by the lowest closing bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. The Company received proceeds of $50,000 (including direct payments from the lender to certain Company vendors) on May 4, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $3,000. This note proceeds will be used by the Company for general working capital purposes. On May 4, 2020, the Company issued a 12% convertible promissory note, (the “Note”) in the principal amount of $110,000, pursuant to a Securities Purchase Agreement we entered into with an investor. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lower of $0.50 or 58% multiplied by the average of the two lowest closing trading price or bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. The Company received proceeds of $96,250 on May 6, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $13,750. This note proceeds will be used by the Company for general working capital purposes. On May 5, 2020, (the “Issuance Date”) the Company issued a 12% convertible promissory note, (the “Note”) in the principal amount of $162,000, to an investor. This note matures 6 months after the Issuance Date. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $03 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.03 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. The Company received proceeds of $100,000 on May 13, 2020, and this note included an original issue discount of $62,000. This note proceeds will be used by the Company for general working capital purposes. On May 7, 2020, the Company issued a 15% convertible redeemable note in the principal amount of $30,000. This note matures on May 7,2021 and is convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which a conversion notice is received by the Company. The Company received proceeds of $25,000 on May 7, 2020, and this note included an original issue discount of $5,000. This note proceeds will be used by the Company for general working capital purposes. On May 26, 2020, the Company paid $100,000 to PCTI, pursuant to the LOI with PCTI. On May 28, 2020, the Company issued a 15% convertible redeemable note in the principal amount of $30,000. This note matures on May 28, 2021 and is convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which a conversion notice is received by the Company. The Company received proceeds of $25,000 on May 28, 2020, and this note included an original issue discount of $5,000. This note proceeds will be used by the Company for general working capital purposes. On June 1, 2020, (the “Issuance Date”) the Company issued a 12% convertible promissory note, (the “Note”) in the principal amount of $127,500, to an investor. This note matures 6 months after the Issuance Date. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.025 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. The Company received proceeds of $100,000 on June 1, 2020, and this note included an original issue discount of $27,500. This note proceeds will be used by the Company for general working capital purposes. On June 11, 2020, the Company issued a 12% convertible promissory note, (the “Note”) in the principal amount of $53,000, pursuant to a Securities Purchase Agreement we entered into with an investor. This note matures 12 months after the date of issuance. This note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 58% multiplied by the lowest closing bid price during the twenty trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. The Company received proceeds of $50,000 on June 12, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $3,000. This note proceeds will be used by the Company for general working capital purposes. On June 23, 2020 (the “Execution Date”), the Company issued a 18% promissory note to an investor in the principal amount of $210,000. This note matures on the twenty forth month following the Execution Date. For the first nine months of this note, interest can be paid or added to the principal balance. Commencing on the tenth month following the Execution Date, all accrued interest is due and payable on a monthly basis (the “Monthly Interest Payment”). If any default arises from non-payment of the Monthly Interest Payment this note automatically converts to an 18% convertible debenture. The Company received proceeds of $175,000 on June 24, 2020, and this note included an original issue discount of $35,000. This note proceeds will be used by the Company for general working capital purposes. On June 25, 2020, (the “Issuance Date”) the Company issued a 12% promissory note to an investor in the principal amount of $203,000. The maturity date of this note is June 25, 2021. Principal payments are due in six installments of $33,833 each, beginning 180 days after the Issuance Date. The investor has the right to convert any part of this note at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. The Company received proceeds of $176,000 on June 26, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $27,000. This note proceeds will be used by the Company for general working capital purposes. On June 26, 2020, the Company signed the SPA with PCTI and Chis (See Note 1) and paid $300,000 ($400,000 in the aggregate with the May 26, 2020 $100,000 paid) to PCTI pursuant to the terms of the LOI with PCTI. The Acquisition is scheduled to close July 10, 2020. The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2020, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2020, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the The unaudited condensed consolidated financial statements include the accounts of the Company and Ozop and its wholly owned subsidiaries Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”). All intercompany accounts and transactions have been eliminated in consolidation. |
Emerging Growth Companies | Emerging Growth Companies The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period. |
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 and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits |
Sales Concentration and Credit Risk | Sales Concentration and credit risk Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three months ended March 31, 2020, and 2019, and their accounts receivable balance as of March 31, 2020: Sales % Three Sales % Three Accounts Customer A N/A 100 % $ -0- |
Accounts Receivable | Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. |
Inventory | Inventory Inventory, which consists of finished goods, is valued at the lower of cost or net realizable value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow-moving inventory is made based on management analysis or inventory levels and future sales forecasts. |
Purchase Concentration | Purchase concentration The principal purchases by the Company is comprised of finished goods that the Company sells to its customers. Following is a summary of suppliers who accounted for more than ten percent (10%) of the Company’s purchases for the three months ended March 31, 2020, and 2019: Purchase % Three Purchase % Three Supplier A N/A 100 % |
Property, Plant and Equipment | Property, plant and equipment Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows: March 31, 2020 December 31, 2019 Office equipment $ 9,590 $ 9.590 Less: Accumulated Depreciation (6,253 ) (5,589 ) Property and Equipment, Net $ 3,337 $ 4,001 Depreciation expense was $664 and $799 for the three months ended March 31, 2020, and 2019, respectively. |
Intangible Assets | Intangible Assets Intangible assets primarily represent purchased patent and license rights. The Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life using the straight-line method. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the year ended December 31, 2019, the Company impaired $44,200 of tradenames as management has decided not to go forward with the use of the trade name Spinus. “Intangibles—Goodwill and Other,” |
Goodwill | Goodwill Goodwill is measured as the excess of consideration transferred and the net of the acquisition date fair value of assets acquired, and liabilities assumed in a business acquisition. During the year ended December 31, 2019, the Company recorded goodwill of $2,277,168, included in assets of discontinued operations in the accompanying balance sheet at December 31, 2019, related to the SRI transaction. The Company reviews the goodwill allocated to each of our reporting units for possible impairment annually and whenever events or changes in circumstances indicate carrying amount may not be recoverable. When assessing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its’ carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its’ carrying amount, then the Company performs a two-step impairment test. If the Company concludes otherwise, then no further action is taken. The Company also has the option to bypass the qualitative assessment and only perform a quantitative assessment, which is the first step of the two-step impairment test. In the two-step impairment test, the Company measures the recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit. During the year ended December 31, 2019. the Company recorded an impairment of goodwill of $274,854, for the termination of the SRI License Agreement due to no known future cash flows being provided by the assets, and as of January 16, 2020, the Company wrote off the remaining Goodwill balance associated with SRI transaction of $2,002,314. In assessing the qualitative factors, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of relevant events and circumstances, and how these may impact a reporting unit’s fair value or carrying amount involve significant judgments and assumptions. The judgment and assumptions include the identification of macroeconomic conditions, industry, and market considerations, cost factors, overall financial performance and share price trends, and making the assessment as to whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact. The carrying amount of each reporting unit is determined based upon the assignment of our assets and liabilities, including existing goodwill and other intangible assets, to the identified reporting units. Where an acquisition benefits only one reporting unit, the Company allocates, as of the acquisition date, all goodwill for that acquisition to the reporting unit that will benefit. Where the Company has had an acquisition that benefited more than one reporting unit, The Company has assigned the goodwill to our reporting units as of the acquisition date such that the goodwill assigned to a reporting unit is the excess of the fair value of the acquired business, or portion thereof, to be included in that reporting unit over the fair value of the individual assets acquired and liabilities assumed that are assigned to the reporting unit. If the carrying amount of a reporting unit is in excess of its fair value, an impairment may exist, and the Company must perform the second step of the impairment analysis to measure the amount of the impairment loss, by allocating the reporting unit’s fair value to its assets and liabilities other than goodwill, comparing the carrying amount of the goodwill to the resulting implied fair value of the goodwill, and recording an impairment charge for any excess. |
Discontinued Operations | Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations On January 16, 2020, the Company pursuant to the termination of the SRI transaction Agreement (see Note 1) which meets the definition of a discontinued operation. Accordingly, the operating results of the SRI business are reported as a gain from discontinued operations in the accompanying condensed consolidated financial statements for the three months ended March 31, 2020. For additional information, see Note 12- Discontinued Operations. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. Under ASC 606, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. The Company has no outstanding contracts with any of its’ customers. Revenues from Spinus were $47,602 for the three months ended March 31, 2019, and are recognized as an agent and are recorded at net. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the three months ended March 31, 2020, and 2019. |
Advertising and Marketing Expenses | Advertising and Marketing Expenses The Company expenses advertising and marketing costs as incurred. For the three months ended March 31, 2020, and 2019, the Company recorded $-0- and $56,802, respectively, of advertising and marketing expenses. |
Research and Development | Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the years ended March 31, 2020, and 2019, the Company recorded $-0- and $53,204 of research and development expenses, respectively. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of March 31, 2020, and December 31, 2019, for each fair value hierarchy level: March 31, 2020 Derivative Total Level I $ - $ - Level II $ - $ - Level III $ 6,534,591 $ 6,534,591 December 31, 2019 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 2,462,940 $ 2,462,940 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. |
Foreign Currency Translation | Foreign Currency Translation The accounts of the Company’s Hong Kong subsidiary are maintained in Hong Kong dollars and the accounts of the U.S. companies are maintained in USD. The accounts of the Hong Kong subsidiary were translated into USD in accordance with Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters. According to Topic 830, all assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and statement of comprehensive income items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the foreign currency transactions are reflected in the statements of comprehensive income. Relevant exchange rates used in the preparation of the consolidated financial statements are as follows for the periods ended March 31, 2020 and December 31, 2019, (Hong Kong dollar per one U.S. dollar): March 31,2020 December 31,2019 Balance sheet date .1290 .1284 Average rate for statements of operations and comprehensive loss .1287 .1276 |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of March 31, 2020, and 2019, the Company’s dilutive securities are convertible into approximately 469,312,620 and 2,045 shares of common stock, respectively. This amount is not included in the computation of dilutive loss per share because their impact is antidilutive. The following table represents the classes of dilutive securities as of March 31, 2020, and December 31, 2019: March 31, 2020 March 31, 2019 Common stock to be issued 1,350 450 Convertible preferred stock 50,000 - Convertible notes payable 469,261,270 4,035,679 469,312,620 4,036,129 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There have no recent accounting pronouncements or changes in accounting pronouncements during the period ended March 31, 2020, that are of significance or potential significance to the Company. |
Organization (Tables)
Organization (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | Assets Inventory $ 374,500 Instruments, net 350,825 Patent rights, net 2,714,204 Goodwill 2,002,314 Total assets as of January 16, 2020 $ 5,441,843 Consideration issued and liabilities assumed Common Stock payable $ 245,000 License fee payable 1,234,089 Equity Line payable 45,359 Iberia Note 447,153 Inventory and Instrument note 640,699 Accrued interest 16,979 Option to buy 2,899,420 Total consideration and liabilities assumed balances $ 5,528,699 Gain on termination of license $ 86,856 |
Spinal Resources, Inc [Member] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary value of the consideration issued and the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the transaction: Purchase Price Allocation Fair value of consideration issued $ 5,286,305 Liabilities assumed 524,387 Total purchase price $ 5,810,692 Assets acquired $ 723,524 Intellectual Property/Technology 2,810,000 Goodwill 2,277,168 $ 5,810,692 |
Summary of Significant Accoun_3
Summary of Significant Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Concentration Risk | Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three months ended March 31, 2020, and 2019, and their accounts receivable balance as of March 31, 2020: Sales % Three Sales % Three Accounts Customer A N/A 100 % $ -0- Following is a summary of suppliers who accounted for more than ten percent (10%) of the Company’s purchases for the three months ended March 31, 2020, and 2019: Purchase % Three Purchase % Three Supplier A N/A 100 % |
Schedule of Property, Plant and Equipment | The estimated useful lives of property and equipment is as follows: March 31, 2020 December 31, 2019 Office equipment $ 9,590 $ 9.590 Less: Accumulated Depreciation (6,253 ) (5,589 ) Property and Equipment, Net $ 3,337 $ 4,001 |
Schedule of Fair Value of Derivative Instruments on Recurring Basis | The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of March 31, 2020, and December 31, 2019, for each fair value hierarchy level: March 31, 2020 Derivative Total Level I $ - $ - Level II $ - $ - Level III $ 6,534,591 $ 6,534,591 December 31, 2019 Derivative Liabilities Total Level I $ - $ - Level II $ - $ - Level III $ 2,462,940 $ 2,462,940 |
Schedule of Foreign Exchange Rates | Relevant exchange rates used in the preparation of the consolidated financial statements are as follows for the periods ended March 31, 2020 and December 31, 2019, (Hong Kong dollar per one U.S. dollar): March 31,2020 December 31,2019 Balance sheet date .1290 .1284 Average rate for statements of operations and comprehensive loss .1287 .1276 |
Schedule of Antidilutive Securities | The following table represents the classes of dilutive securities as of March 31, 2020, and December 31, 2019: March 31, 2020 March 31, 2019 Common stock to be issued 1,350 450 Convertible preferred stock 50,000 - Convertible notes payable 469,261,270 4,035,679 469,312,620 4,036,129 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Patents as of March 31, 2020, and December 31, 2019, consist of the following: March 31, 2020 December 31, 2019 Patents and license rights $ 250,000 $ 250,000 Accumulated amortization (88,543 ) (78,125 ) Net carrying amount $ 161,457 $ 171,875 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Note Balance | A summary of the convertible note balance as of March 31, 2020, and December 31, 2019, is as follows: March 31, 2020 December 31, 2018 Principal balance $ 3,247,433 $ 2,500,230 Unamortized discount (747,806 ) (806,003 ) Ending balance, net $ 2,499,627 $ 1,694,227 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Derivative Liabilities | A summary of the activity related to derivative liabilities for the three months ended March 31, 2020, and the year ended December 31, 2019, is as follows: Balance- January 1, 2019 $ 1,199,514 Issued during period 1,460,123 Converted or paid (850,248 ) Change in fair value recognized in operations 653,551 Balance- December 31, 2019 2,462,940 Issued during the period 3,295,095 Converted or paid (757,617 ) Change in fair value recognized in operations 1,534,173 Balance December 31, 2019 $ 6,534,591 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company has the following note payables outstanding: March 31, 2020 December 31, 2019 Note payable, interest at 8%, matured September 6, 2018, in default $ - $ 330,033 Notes payable, interest at 8%, matures January 5, 2020, currently in default 45,000 45,000 Other, due on demand, interest at 6% 50,000 50,000 Total notes payable $ 95,000 $ 425,033 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Expenses to Officers | For the three months ended March 31, 2020, and 2019, the Company recorded expenses to its officers in the following amounts: Three months ended 2020 2019 CEO (incudes $5,000 stock-based compensation) $ 15,000 $ - CEO, former 22,505 45,000 COO, former - 45,000 CFO, former 20,000 30,000 Total $ 57,505 $ 120,000 |
Schedule of Former Officers for Accrued Fees, Accounts Payable and Loans | March 31, 2020 December 31, 2019 Former CEO, former (1) $ 9,630 $ 125 Former CEO, subsidiary (2) 145,370 144,639 Former COO and CCO (3) 162,085 162,085 Former COO (4) 112,500 112,500 Former CFO (5) 26,500 51,537 CEO 100 - Total $ 456,185 $ 470,866 (1)The former CEO, parent resigned February 28, 2020, pursuant to the LOI with PCTI. (2) The former CEO, subsidiary resigned on March 4, 2019. (3) The Former COO and CCO resigned from those positions on October 1, 2018, and March 4, 2019, respectively. (4) The former COO resigned on October 23, 2019. (5) The former CFO resigned effective February 28, 2020, pursuant to the LOI with PCTI. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Tax | A reconciliation of the provision for income taxes determined at the U.S. statutory rate to the Company’s effective income tax rate is as follows: Three Months Ended March 31, 2020 2019 Pre-tax loss $ (5,672,070 ) $ (904,155 ) U.S. federal corporate income tax rate 21 % 21 % Expected U.S. income tax credit (1,191,935 ) (189,873 ) Tax rate difference between U.S. and foreign operations - 231 Permanent differences 1,145163 111,325 Change of valuation allowance 45,972 78,317 Effective tax expense $ — $ — |
Schedule of Deferred Tax Assets | The Company had deferred tax assets as follows: March 31, 2020 December 31, 2019 Net operating losses carried forward $ 1,068,042 $ 1,022,071 Less: Valuation allowance (1,068,042 ) (1,022,071 ) Net deferred tax assets $ — $ — |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations Condensed Consolidated Statements | A reconciliation of the major classes of line items constituting the gain from discontinued operations, net of income taxes as is presented in the Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2020, are summarized below; there was no activity of the SRI business for the three months ended March 31, 2019. Cost of goods sold $ 4,326 Operating expenses: Depreciation expense 13,805 Rent expense 2,222 Interest expense 8.794 Total operating expenses 24,821 Loss from discontinued operations $ (29,147 ) Gain from license termination $ 86,856 The following table presents the reconciliation of carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations in the condensed consolidated balance sheet at December 31, 2019: Carrying amounts of major classes of assets included as part of assets held for discontinued operations Inventory $ 378,061 Prepaid expenses 2,987 Property and equipment, net 353,985 License rights, net 2,724,848 Goodwill 2,002,314 Total assets included in the assets of discontinued operations $ 5,462,195 Carrying amounts of major classes of liabilities included as part of liabilities of discontinued operations Accounts payable and accrued expenses $ 88,178 Liability for common stock payable 245,000 Current portion of notes payable 1,131,771 Current portion of license fee payable 984,089 Long term portion of notes payable 1,440 Long term portion of license fee payable 250,000 Put option payable 2,892,228 Total liabilities included in the liabilities of discontinued operations $ 5,592,706 |
Organization (Details Narrative
Organization (Details Narrative) - USD ($) | Jun. 26, 2020 | May 26, 2020 | Feb. 28, 2020 | Aug. 23, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | May 04, 2020 | Apr. 27, 2020 | Feb. 26, 2020 | Oct. 28, 2016 | Jul. 19, 2016 |
Equity ownership percentage | 100.00% | |||||||||||
Common stock shares issued | 5,158,493 | 219,035 | ||||||||||
Debt instrument interest rate | 12.00% | |||||||||||
Interest expense | $ 3,821,325 | $ 367,474 | ||||||||||
Gain on termination of license | 86,856 | |||||||||||
Spinal Resources, Inc [Member] | ||||||||||||
Impairment on acquisition | $ 274,854 | |||||||||||
Spinal Resources, Inc [Member] | ||||||||||||
Total purchase price allocation | $ 5,810,692 | |||||||||||
Perma Consultants Holding AG [Member] | ||||||||||||
Equity ownership percentage | 100.00% | |||||||||||
Securities Purchase Agreement [Member] | Binding Letter of Intent [Member] | ||||||||||||
Equity ownership percentage | 100.00% | |||||||||||
Business combination, consideration transferred | $ 400,000 | |||||||||||
Securities Purchase Agreement [Member] | Binding Letter of Intent [Member] | Series C Preferred Stock [Member] | ||||||||||||
Stock issued during period, shares, acquisitions | 47,500 | |||||||||||
Securities Purchase Agreement [Member] | Binding Letter of Intent [Member] | Series D Preferred Stock [Member] | ||||||||||||
Stock issued during period, shares, acquisitions | 18,667 | |||||||||||
Securities Purchase Agreement [Member] | Binding Letter of Intent [Member] | Series E Preferred Stock [Member] | ||||||||||||
Stock issued during period, shares, acquisitions | 500 | |||||||||||
Exclusive License Agreement [Member] | Spinal Resources, Inc [Member] | ||||||||||||
Payments to acquire businesses | 3,093,604 | |||||||||||
License fees | 1,500,000 | |||||||||||
Liability | $ 1,234,089 | |||||||||||
Number of restricted common stock, shares | 6,000 | |||||||||||
Common stock shares issued | 1,000 | |||||||||||
Number of restricted common stock | 49,000 | |||||||||||
Consideration of the transaction | $ 245,000 | $ 49,000 | ||||||||||
Number of shares issued on transaction | 5,000 | |||||||||||
Promissory note | $ 723,524 | |||||||||||
Debt instrument interest rate | 6.00% | |||||||||||
Option to purchase grants | $ 5,500,000 | |||||||||||
Present value of liability | 2,834,692 | |||||||||||
Interest expense | $ 258,912 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Debt instrument interest rate | 12.00% | 15.00% | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Binding Letter of Intent [Member] | ||||||||||||
Payments to acquire businesses | $ 300,000 | $ 100,000 |
Organization - Schedule of Fair
Organization - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Aug. 23, 2019 |
Liabilities assumed | $ 5,528,699 | ||
Goodwill | 194,951 | $ 194,951 | |
Inventory | 374,500 | ||
Instruments, net | 350,825 | ||
Patent rights, net | 2,714,204 | ||
Goodwill | 2,002,314 | ||
Total assets as of January 16, 2020 | 5,441,843 | ||
Common Stock payable | 245,000 | ||
License fee payable | 1,234,089 | ||
Equity Line payable | 45,359 | ||
Iberia Note | 447,153 | ||
Inventory and Instrument note | 640,699 | ||
Accrued interest | 16,979 | ||
Option to buy | 2,899,420 | ||
Total consideration and liabilities assumed balances | 5,528,699 | ||
Gain on termination of license | $ 86,856 | ||
Spinal Resources, Inc [Member] | |||
Fair value of consideration issued | $ 5,286,305 | ||
Liabilities assumed | 524,387 | ||
Total purchase price | 5,810,692 | ||
Assets acquired | 723,524 | ||
Intellectual Property/Technology | 2,810,000 | ||
Goodwill | 2,277,168 | ||
Total purchase price allocation | 5,810,692 | ||
Total consideration and liabilities assumed balances | $ 524,387 |
Going Concern and Management'_2
Going Concern and Management's Plans (Details Narrative) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Stockholders' deficit | $ (9,702,997) | $ (5,167,116) | $ (2,706,380) | $ (2,348,360) |
Working capital deficit | $ 10,062,742 |
Summary of Significant Accoun_4
Summary of Significant Accounting Pronouncements (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jan. 16, 2020 | |
Depreciation expense | $ 664 | $ 799 | ||
Impairments of tradenames | $ 44,200 | |||
Amortization expense | 10,418 | 10,417 | ||
Goodwill | 194,951 | 194,951 | ||
Impairment of goodwill | 274,854 | |||
Revenues | 47,602 | |||
Advertising and marketing expenses | 0 | 56,802 | ||
Research and development expenses | $ 53,204 | |||
Income tax likelihood description | greater than fifty percent likelihood | |||
Anti-dilutive shares of common stock | 469,312,620 | 4,036,129 | ||
Spinal Resources, Inc [Member] | ||||
Goodwill | $ 2,277,168 | $ 2,002,314 | ||
Sales Revenue [Member] | Customer [Member] | ||||
Concentration of credit risk | 10.00% | 10.00% | ||
Product Revenue [Member] | Suppliers [Member] | ||||
Concentration of credit risk | 10.00% | 10.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Pronouncements - Schedule of Concentration Risk (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Sales Revenue [Member] | Customer A [Member] | ||
Concentration of credit risk | 0.00% | 100.00% |
Accounts receivable balance | $ 0 | |
Product Revenue [Member] | Suppliers A [Member] | ||
Concentration of credit risk | 0.00% | 100.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Pronouncements - Schedule of Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Less: Accumulated Depreciation | $ (6,253) | $ (5,589) |
Property and Equipment, Net | 3,337 | 4,001 |
Office Equipment [Member] | ||
Property and Equipment, Gross | $ 9,590 | $ 9,590 |
Summary of Significant Accoun_7
Summary of Significant Accounting Pronouncements - Schedule of Fair Value of Derivative Instruments on Recurring Basis (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Level I [Member] | ||
Derivative Liabilities | ||
Total | ||
Level II [Member] | ||
Derivative Liabilities | ||
Total | ||
Level III [Member] | ||
Derivative Liabilities | 6,534,591 | 2,462,940 |
Total | $ 6,534,591 | $ 2,462,940 |
Summary of Significant Accoun_8
Summary of Significant Accounting Pronouncements - Schedule of Foreign Exchange Rates (Details) - Hong Kong, Dollars [Member] | Mar. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Date [Member] | ||
Foreign currency exchange rate | 0.1290 | 0.1284 |
Average Rate for Statements of Operations and Comprehensive Loss [Member] | ||
Foreign currency exchange rate | 0.1287 | 0.1276 |
Summary of Significant Accoun_9
Summary of Significant Accounting Pronouncements - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Anti-dilutive shares of common stock | 469,312,620 | 4,036,129 |
Common Stock to be Issued [Member] | ||
Anti-dilutive shares of common stock | 1,350 | 450 |
Convertible Preferred Stock [Member] | ||
Anti-dilutive shares of common stock | 50,000 | |
Convertible Notes Payable [Member] | ||
Anti-dilutive shares of common stock | 469,261,270 | 4,035,679 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 10,418 | $ 10,417 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Accumulated amortization | $ (88,543) | $ (78,125) |
Net carrying amount | 161,457 | 171,875 |
Patents and License Rights [Member] | ||
Gross carrying amount | $ 250,000 | $ 250,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Mar. 09, 2020USD ($)$ / shares | Feb. 18, 2020USD ($) | Jan. 08, 2020USD ($) | Nov. 27, 2019USD ($) | Oct. 25, 2019USD ($) | Oct. 24, 2019USD ($) | Oct. 08, 2019USD ($) | Oct. 01, 2019USD ($) | Aug. 29, 2019USD ($) | Aug. 23, 2019USD ($) | Aug. 21, 2019USD ($) | Aug. 19, 2019USD ($) | Aug. 02, 2019USD ($) | Jul. 24, 2019USD ($) | Jun. 22, 2019USD ($) | Jun. 07, 2019USD ($) | Jun. 05, 2019USD ($) | May 29, 2019USD ($) | Mar. 07, 2019USD ($) | Feb. 26, 2019USD ($) | Feb. 08, 2019USD ($) | Feb. 05, 2019USD ($) | Jan. 07, 2019USD ($) | Nov. 20, 2018USD ($) | Nov. 19, 2018USD ($) | Nov. 15, 2018USD ($) | Aug. 29, 2018USD ($) | Jun. 28, 2018USD ($) | Apr. 29, 2018USD ($) | Apr. 13, 2018USD ($) | Feb. 09, 2018shares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / shares | Feb. 26, 2020USD ($)$ / shares |
Convertible promissory notes | $ 3,247,433 | $ 2,500,230 | |||||||||||||||||||||||||||||||||||
Proceeds form convertible notes | $ 207,000 | $ 295,650 | |||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||
Conversion stock price per share | $ / shares | $ 0.0367 | $ 330,033 | |||||||||||||||||||||||||||||||||||
Debt instrument carrying value | |||||||||||||||||||||||||||||||||||||
Initial debt discount | 620,075 | $ 747,806 | 806,003 | ||||||||||||||||||||||||||||||||||
Interest expenses | 14,000 | ||||||||||||||||||||||||||||||||||||
Initial derivative liability | 634,075 | 6,534,591 | 2,462,940 | $ 2,462,940 | $ 1,199,514 | ||||||||||||||||||||||||||||||||
Principal balance | $ 330,000 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 3,688,762 | 331,682 | |||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 7,600,000 | 1,350 | 1,350 | ||||||||||||||||||||||||||||||||||
Debt Purchase Agreement [Member] | One Investor [Member] | |||||||||||||||||||||||||||||||||||||
Principal balance | $ 15,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 2,624 | ||||||||||||||||||||||||||||||||||||
Repayment of debt to third party | 5,250 | ||||||||||||||||||||||||||||||||||||
Purchase price | 22,874 | ||||||||||||||||||||||||||||||||||||
Debt Purchase Agreement [Member] | Second Investor [Member] | |||||||||||||||||||||||||||||||||||||
Principal balance | 25,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 4,248 | ||||||||||||||||||||||||||||||||||||
Repayment of debt to third party | 8,750 | ||||||||||||||||||||||||||||||||||||
Purchase price | 37,998 | ||||||||||||||||||||||||||||||||||||
Debt Purchase Agreement [Member] | Purchaser [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 0 | $ 15,874 | |||||||||||||||||||||||||||||||||||
Initial debt discount | 13,793 | 32,998 | 37,998 | ||||||||||||||||||||||||||||||||||
Initial derivative liability | $ 13,793 | ||||||||||||||||||||||||||||||||||||
Principal balance | 15,874 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 968 | ||||||||||||||||||||||||||||||||||||
Debt conversion ratio | 0.35 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 13,873 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 217,331 | ||||||||||||||||||||||||||||||||||||
Payment to acquire | $ 22,874 | ||||||||||||||||||||||||||||||||||||
Pledge Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 19,900 | ||||||||||||||||||||||||||||||||||||
Assignment Agreement [Member] | Purchaser [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 93,391 | 93,391 | |||||||||||||||||||||||||||||||||||
Maturity date, description | This note matures 12 months after the date of issuance. | This note matures 12 months after the date of issuance. | |||||||||||||||||||||||||||||||||||
Initial debt discount | $ 49,335 | $ 59,909 | |||||||||||||||||||||||||||||||||||
Initial derivative liability | $ 49,335 | $ 59,909 | |||||||||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 65% multiplied by the average of the lowest two trading prices during the 15- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 65% multiplied by the average of the lowest two trading prices during the 15- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | |||||||||||||||||||||||||||||||||||
Payment to acquire | $ 77,000 | $ 93,391 | |||||||||||||||||||||||||||||||||||
Assignment Agreement [Member] | Purchaser [Member] | June 7, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 77,000 | 77,000 | |||||||||||||||||||||||||||||||||||
2017 Notes [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 75,000 | 175,000 | |||||||||||||||||||||||||||||||||||
Proceeds form convertible notes | $ 710,000 | ||||||||||||||||||||||||||||||||||||
Maturity date, description | 2017 Notes matured on their one- year anniversary. | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||
Conversion stock price per share | $ / shares | $ 0.50 | ||||||||||||||||||||||||||||||||||||
Consulting fees | $ 25,500 | ||||||||||||||||||||||||||||||||||||
2017 Notes [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 10,000 | ||||||||||||||||||||||||||||||||||||
Discount rate | 35.00% | ||||||||||||||||||||||||||||||||||||
2017 Notes [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 50,000 | ||||||||||||||||||||||||||||||||||||
Discount rate | 50.00% | ||||||||||||||||||||||||||||||||||||
2018 Notes [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 50,000 | ||||||||||||||||||||||||||||||||||||
Proceeds form convertible notes | $ 50,000 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||
Proceeds form convertible notes | $ 350,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | 12.00% | |||||||||||||||||||||||||||||||||||
Initial debt discount | $ 16,500 | 359,500 | |||||||||||||||||||||||||||||||||||
Interest expenses | 150,730 | ||||||||||||||||||||||||||||||||||||
Initial derivative liability | 510,230 | ||||||||||||||||||||||||||||||||||||
Principal balance | 165,000 | $ 442,175 | |||||||||||||||||||||||||||||||||||
Purchase price | $ 148,500 | ||||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 13, 2019 | ||||||||||||||||||||||||||||||||||||
Debt conversion ratio | 0.55 | ||||||||||||||||||||||||||||||||||||
Transaction costs, fees and expenses | $ 34,500 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 25,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | 850 | ||||||||||||||||||||||||||||||||||||
Diligence expenses | |||||||||||||||||||||||||||||||||||||
Repayment amount for notes | $ 1,000 | $ 1,000 | $ 1,750 | 1,100 | |||||||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock, beginning on the date which is 180 days from the issuance date of the Master Note, at a conversion price equal to the lesser of (1) the lowest trading price during the previous 20 trading day period ending on the last completed trading date prior to the date of conversion of the Master Note and (2) 65% multiplied by the average of the 3 lowest trading prices of the Company's common stock during the 20 day trading period ending on the latest completed trading day of the common stock prior to the date of conversion of the Master Note. The embedded conversion feature included in the Master Note resulted in an initial debt discount and derivative liability of $38,502. For the three months ended March 31, 2020, amortization of the debt discounts of $4,496 was charged to interest expense. For the three months ended March 31, 2020, the investor converted a total of $4,905 of the face value and $1,500 of fees into 349,000 shares of common stock. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of the Master Note was $6,735 and $11,640, respectively, with a carrying value as of March 31, 2020, and December 31, 2019, of $6,735 and $7,144, respectively. The balance of this note was converted during the six months ended June 30, 2020. In connection with the issuance of this Note, the Company issued warrants to acquire 55,000 shares of common stock, for a three-year period with an exercise price of $1,50 per share, subject to price adjustments. For the three months ended March 31, 2020, the Company valued the warrant on the Black Shoals option pricing model at $12,962 and recorded the amount as derivative expense with the offset to derivative liabilities. | ||||||||||||||||||||||||||||||||||||
Notes payable received | $ 49,500 | ||||||||||||||||||||||||||||||||||||
Notes payable description | $47,500 after payment of $2,000 of the Investor's legal fees. | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | October 8, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 66,000 | 66,000 | |||||||||||||||||||||||||||||||||||
Initial debt discount | 33,772 | 18,452 | |||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 32,228 | 47,548 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | After OID [Member] | |||||||||||||||||||||||||||||||||||||
Proceeds form convertible notes | $ 44,250 | 57,675 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||||
Interest expenses | 26,188 | ||||||||||||||||||||||||||||||||||||
Sale of stock | 30,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 78,563 | $ 78,563 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Investor Six [Member] | |||||||||||||||||||||||||||||||||||||
Principal balance | 12,446 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 32,879 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | $ 432,914 | 445,360 | |||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 695,877 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | First Tranche [Member] | |||||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 8, 2020 | ||||||||||||||||||||||||||||||||||||
Notes payable received | $ 55,000 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Debt Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 70.00% | ||||||||||||||||||||||||||||||||||||
Initial derivative liability | $ 76,000 | ||||||||||||||||||||||||||||||||||||
Principal balance | $ 50,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest | $ 607,950 | ||||||||||||||||||||||||||||||||||||
Purchase price | $ 76,000 | ||||||||||||||||||||||||||||||||||||
Threshold description | This note, as amended, is convertible into common stock at a conversion price equal to a 50% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. | This note, as amended, is convertible into common stock at a conversion price equal to a 70% discount to the lowest closing prices of the common stock for thirty prior trading days including the day upon which a notice of conversion is received. | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Debt Purchase Agreement [Member] | February 18, 2020 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 161,350 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 111,350 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | $ 29,249 | ||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 1,533,400 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Debt Purchase Agreement [Member] | March 9, 2020 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 71,597 | ||||||||||||||||||||||||||||||||||||
Initial debt discount | 69,635 | ||||||||||||||||||||||||||||||||||||
Principal balance | 4,403 | ||||||||||||||||||||||||||||||||||||
Transaction costs, fees and expenses | 2,000 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 6,365 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | $ 1,962 | ||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 285,901 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 150,000 | ||||||||||||||||||||||||||||||||||||
Proceeds form convertible notes | $ 50,000 | $ 33,000 | $ 202,250 | $ 57,000 | $ 65,000 | $ 40,000 | $ 33,500 | $ 50,000 | $ 75,000 | $ 150,000 | $ 30,000 | $ 73,300 | $ 77,900 | $ 133,250 | |||||||||||||||||||||||
Maturity date, description | This note matures 12 months after the date of issuance | This note bears interest at the rate of 12% per annum and matures 12 months after the date of issuance. | This note matures October 24, 2020 | The Note matures 12 months after the date of issuance. | This note matures 12 months after the date of issuance. | The Note matures 12 months after the date of issuance. | This note matures on May 23, 2020 | The Note matures 12 months after the date of issuance. | The Note matures May 19, 2020. | The Note matures 12 months after the date of issuance. | The Note matures 12 months after the date of issuance. | The Note matures 12 months after the date of issuance. | This Note matures 12 months after the date of issuance. | This Note matured January 7, 2020 | |||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 10.00% | 10.00% | 12.00% | 8.00% | 12.00% | 10.00% | 12.00% | 12.00% | 12.00% | 8.00% | |||||||||||||||||||||
Initial debt discount | $ 49,808 | $ 31,316 | $ 52,281 | $ 52,457 | $ 35,794 | $ 1,800 | $ 55,125 | $ 54,802 | $ 157,500 | $ 77,394 | 2,416 | ||||||||||||||||||||||||||
Initial derivative liability | $ 29,063 | 49,808 | 31,316 | $ 144,302 | 52,281 | 52,457 | 35,794 | 32,229 | $ 47,117 | 54,802 | $ 125,982 | $ 31,452 | $ 70,418 | 77,394 | $ 86,001 | 111,500 | |||||||||||||||||||||
Principal balance | 38,000 | 53,000 | $ 36,750 | $ 225,000 | 66,000 | 68,000 | 45,000 | 37,800 | 85,000 | $ 38,900 | 80,000 | $ 85,000 | 132,750 | $ 150,000 | |||||||||||||||||||||||
Purchase price | 35,000 | 117,750 | |||||||||||||||||||||||||||||||||||
Debt maturity date | Oct. 24, 2020 | ||||||||||||||||||||||||||||||||||||
Debt conversion ratio | 0.60 | 0.58 | |||||||||||||||||||||||||||||||||||
Transaction costs, fees and expenses | $ 3,000 | $ 3,000 | $ 2,750 | $ 2,300 | $ 3,000 | $ 5,000 | $ 2,500 | $ 2,750 | $ 3,900 | $ 4,100 | 2,750 | $ 2,750 | |||||||||||||||||||||||||
Amortization of debt discount | 15,320 | 2,416 | |||||||||||||||||||||||||||||||||||
Diligence expenses | 15,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 150,000 | 147,584 | |||||||||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 56% multiplied by the lowest closing bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | This note is convertible at any time following the funding of this note into a variable number of the Company's common stock, based on a conversion ratio of 58% of the average of the two lowest closing bid prices for the 20 days prior to conversion. | This note matures 12 months after the date of issuance. This note is convertible into shares of the Company's common stock, at a conversion price equal to 60% of the average of the two lowest trading prices of the Company's common stock for the previous 20 trading day period ending on the date the notice of conversion of this note is received by the Company. This note was funded on October 10, 2019, | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 61% multiplied by the lowest closing bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 60% multiplied by the average of the lowest two trading prices during the 20 trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 58% multiplied by the average of the lowest two trading prices during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lesser of (1) the lowest trading price during the previous 20 trading day period ending on the last completed trading date prior to the date of this note and (2) 65% multiplied by the average of the 3 lowest trading prices of the Company's common stock during the 20 day trading period ending on the latest completed trading day of the common stock prior to the date of conversion of this note. | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 60% multiplied by the average of the lowest two trading prices during the 20 trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | This note is convertible into shares of the Company's common stock, at a conversion price equal to 60% of the lowest closing bid price of the Company's common stock for the previous 20 trading day period ending on the date the notice of conversion of this note is received by the Company. | This note is convertible into shares of the Company's common stock, at a conversion price equal to 58% of the average of the two lowest trading prices of the Company's common stock for the previous 20 trading day period ending on the date the notice of conversion of this note is received by the Company. | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lesser of (1) the lowest trading price during the previous 20 trading day period ending on the last completed trading date prior to the date of this note and (2) 65% multiplied by the average of the 3 lowest trading prices of the Company's common stock during the 20 day trading period ending on the latest completed trading day of the common stock prior to the date of conversion of this note. | ||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | March 7, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 15,714 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | May 29, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 80,000 | ||||||||||||||||||||||||||||||||||||
Initial debt discount | 12,741 | 32,021 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | 19,280 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 67,259 | 47,979 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | June 22, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 38,900 | 38,900 | |||||||||||||||||||||||||||||||||||
Initial debt discount | 12,499 | 22,587 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | 10,088 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 26,401 | 16,313 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | August 2, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 139,850 | 157,500 | |||||||||||||||||||||||||||||||||||
Initial debt discount | 44,473 | 77,844 | |||||||||||||||||||||||||||||||||||
Principal balance | 17,650 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 1,303 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 33,371 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | $ 95,377 | 79,656 | |||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 788,350 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | August 21, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 0 | 55,125 | |||||||||||||||||||||||||||||||||||
Initial debt discount | 33,479 | ||||||||||||||||||||||||||||||||||||
Initial derivative liability | 56,049 | ||||||||||||||||||||||||||||||||||||
Principal balance | 3,825 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 247 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 33,479 | ||||||||||||||||||||||||||||||||||||
Sale of stock | $ 76,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 21,646 | ||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 77,144 | ||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding | 25,000 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | August 19, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 85,000 | 85,000 | |||||||||||||||||||||||||||||||||||
Initial debt discount | 12,055 | 33,656 | |||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 72,945 | 51,344 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | August 23, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 37,800 | 37,800 | |||||||||||||||||||||||||||||||||||
Initial debt discount | 7,063 | 19,239 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | 12,176 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 30,737 | 18,561 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | August 29, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 45,000 | 45,000 | |||||||||||||||||||||||||||||||||||
Initial debt discount | 16,368 | 26,566 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | 10,199 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 28,632 | 18,434 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | October 1, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 68,000 | 68,000 | |||||||||||||||||||||||||||||||||||
Initial debt discount | 40,280 | 26,416 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | 13,864 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 27,720 | 41,584 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | October 24, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 225,000 | 225,000 | |||||||||||||||||||||||||||||||||||
Initial debt discount | 105,951 | 147,689 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | 41,738 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 119,049 | 77,311 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | October 25, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 36,750 | 36,750 | |||||||||||||||||||||||||||||||||||
Initial debt discount | 22,340 | 31,106 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | 8,767 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 14,411 | 5,644 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | November 27, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Initial debt discount | 35,172 | 48,374 | |||||||||||||||||||||||||||||||||||
Principal balance | 53,000 | 53,000 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | 13,202 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 17,828 | 4,626 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | January 8, 2020 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 38,000 | ||||||||||||||||||||||||||||||||||||
Initial debt discount | 24,715 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 7,348 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 13,285 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | February 26, 2020 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 132,750 | ||||||||||||||||||||||||||||||||||||
Initial debt discount | 95,105 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 8,646 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 37,645 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | After OID [Member] | |||||||||||||||||||||||||||||||||||||
Proceeds form convertible notes | $ 1,750 | $ 20,000 | $ 6,000 | $ 2,625 | $ 7,250 | $ 2,625 | $ 3,900 | $ 2,800 | $ 3,000 | $ 14,000 | |||||||||||||||||||||||||||
Transaction costs, fees and expenses | $ 2,000 | $ 2,500 | $ 7,500 | ||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 21,601 | ||||||||||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lesser of (1) $0.05 and (2) 58% multiplied by the average of the 2 lowest trading prices of the Company's common stock during the 20 day trading period ending on the latest completed trading day of the common stock prior to the date of conversion of this note. | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Investor [Member] | March 7, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 0 | 31,800 | |||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 31,800 | ||||||||||||||||||||||||||||||||||||
Initial debt discount | 15,714 | ||||||||||||||||||||||||||||||||||||
Principal balance | 31,800 | ||||||||||||||||||||||||||||||||||||
Accrued interest | $ 4,327 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 16,086 | ||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 446,416 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Assignment Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Initial derivative liability | $ 1,321,618 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement One [Member] | |||||||||||||||||||||||||||||||||||||
Proceeds form convertible notes | $ 200,000 | ||||||||||||||||||||||||||||||||||||
Maturity date, description | This note bears interest at the rate of 12% per annum and matures 12 months after the date of issuance. | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||
Initial derivative liability | $ 16,000 | $ 365,757 | |||||||||||||||||||||||||||||||||||
Principal balance | 248,400 | 330,000 | |||||||||||||||||||||||||||||||||||
Accrued interest | $ 25,000 | ||||||||||||||||||||||||||||||||||||
Threshold description | This note is convertible into common stock at a conversion price equal to a 44% discount to the lowest trading price of the common stock for the 20 prior trading days including the day upon which a notice of conversion is received. | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement One [Member] | October 24, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 248,400 | 248,400 | |||||||||||||||||||||||||||||||||||
Initial debt discount | 89,277 | 26,717 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | 63,009 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 158,673 | 221,683 | |||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement One [Member] | February 26, 2020 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 355,000 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement One [Member] | After OID [Member] | |||||||||||||||||||||||||||||||||||||
Proceeds form convertible notes | $ 32,400 | ||||||||||||||||||||||||||||||||||||
Threshold description | This note is convertible at any time following the funding of this note into a variable number of the Company's common stock, based on a conversion ratio of 60% of the lowest trading price for the 25 days prior to conversion. | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Debt Purchase Agreement One [Member] | |||||||||||||||||||||||||||||||||||||
Maturity date, description | This note matures 6 months after the Issuance Date. | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 70.00% | |||||||||||||||||||||||||||||||||||
Conversion stock price per share | $ / shares | $ 0.25 | ||||||||||||||||||||||||||||||||||||
Initial derivative liability | $ 57,000 | ||||||||||||||||||||||||||||||||||||
Principal balance | $ 80,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||
Accrued interest | $ 607,950 | ||||||||||||||||||||||||||||||||||||
Threshold description | After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.25 or 50% of the lowest trading price for the thirty trading days prior to the conversion. | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Debt Purchase Agreement One [Member] | February 18, 2020 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 161,350 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 111,350 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Debt Purchase Agreement One [Member] | March 9, 2020 [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 80,000 | ||||||||||||||||||||||||||||||||||||
Initial debt discount | 71,067 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 8,933 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 8,933 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||||||||||||
Proceeds form convertible notes | $ 458,500 | $ 280,000 | |||||||||||||||||||||||||||||||||||
Maturity date, description | The Note matures November 15, 2019. | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||
Initial debt discount | 280,000 | ||||||||||||||||||||||||||||||||||||
Interest expenses | 112,403 | ||||||||||||||||||||||||||||||||||||
Initial derivative liability | $ 363,806 | 392,403 | |||||||||||||||||||||||||||||||||||
Principal balance | $ 339,250 | 10,044 | |||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 29, 2019 | ||||||||||||||||||||||||||||||||||||
Debt conversion ratio | 0.55 | ||||||||||||||||||||||||||||||||||||
Transaction costs, fees and expenses | 4,000 | $ 15,000 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Threshold description | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lesser of (1) the lowest trading price during the previous 20 trading day period ending on the last completed trading date prior to the date of this note and (2) 65% multiplied by the average of the 3 lowest trading prices of the Company's common stock during the 20 day trading period ending on the latest completed trading day of the common stock prior to the date of conversion of this note. | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | After OID [Member] | |||||||||||||||||||||||||||||||||||||
Proceeds form convertible notes | $ 37,500 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Investor Two [Member] | |||||||||||||||||||||||||||||||||||||
Interest expenses | 87,390 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 2,899 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying value | $ 177,086 | 187,130 | |||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 428,477 | ||||||||||||||||||||||||||||||||||||
Master Note [Member] | |||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 6,735 | 11,640 | |||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 6,735 | $ 7,144 | |||||||||||||||||||||||||||||||||||
Initial debt discount | $ 38,502 | 4,496 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 4,496 | ||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 349,000 | ||||||||||||||||||||||||||||||||||||
Fees payable | $ 1,500 | ||||||||||||||||||||||||||||||||||||
Number of warrants issued to acquire shares of common stock | shares | 55,000 | ||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 1.50 |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of Convertible Note Balance (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Apr. 13, 2018 |
Debt Disclosure [Abstract] | |||
Principal balance | $ 3,247,433 | $ 2,500,230 | |
Unamortized discount | (747,806) | (806,003) | $ (620,075) |
Ending balance, net | $ 2,499,627 | $ 1,694,227 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | Mar. 31, 2020USD ($)integer | Dec. 31, 2019USD ($)integer |
Derivative liabilities | $ | $ 6,534,591 | $ 2,462,940 |
Risk-Free Interest Rates [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 0.15 | 1.57 |
Risk-Free Interest Rates [Member] | Minimum [Member] | Derivative Liabilities [Member] | ||
Derivative liability, measurement input | 0.12 | |
Risk-Free Interest Rates [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 0.17 | 1.77 |
Risk-Free Interest Rates [Member] | Maximum [Member] | Derivative Liabilities [Member] | ||
Derivative liability, measurement input | 1.57 | |
Volatility [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 67 | 31 |
Volatility [Member] | Minimum [Member] | Derivative Liabilities [Member] | ||
Derivative liability, measurement input | 36 | |
Volatility [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 75 | 36 |
Volatility [Member] | Maximum [Member] | Derivative Liabilities [Member] | ||
Derivative liability, measurement input | 70 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Derivative liability, beginning balance | $ 2,462,940 | $ 1,199,514 |
Issued during period | 3,295,095 | 1,460,123 |
Converted or paid | (757,617) | (850,248) |
Change in fair value recognized in operations | 1,534,173 | 653,551 |
Derivative liability, ending balance | $ 6,534,591 | $ 2,462,940 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details Narrative) - USD ($) | Mar. 31, 2020 | Feb. 26, 2020 |
Notes Payable - Schedule Of Notes Payable | ||
Convertible principal amount | $ 0.0367 | $ 330,033 |
Convertible precentage | 12.00% | |
Debt instrument face amount | $ 330,000 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total notes payable | $ 95,000 | $ 425,033 |
Note Payable [Member] | ||
Total notes payable | 330,033 | |
Note Payable One [Member] | ||
Total notes payable | 45,000 | 45,000 |
Other [Member] | ||
Total notes payable | $ 50,000 | $ 50,000 |
Notes Payable - Schedule of N_3
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Feb. 26, 2020 | |
Debt instrument interest rate | 12.00% | ||
Note Payable [Member] | |||
Debt instrument interest rate | 8.00% | 8.00% | |
Debt instrument maturity date | Sep. 6, 2018 | Sep. 6, 2018 | |
Note Payable One [Member] | |||
Debt instrument interest rate | 8.00% | 8.00% | |
Debt instrument maturity date | Jan. 5, 2020 | Jan. 5, 2020 | |
Other [Member] | |||
Debt instrument interest rate | 6.00% | 6.00% |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) - USD ($) | Feb. 28, 2020 | Sep. 18, 2019 | Jul. 05, 2019 | Feb. 09, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Common stock issued during the period, shares | 7,600,000 | 1,350 | 1,350 | ||||
Number of shares of common stock, share | $ 5,000 | $ 7,000,000 | $ 7,600 | $ 80,000 | $ 410,370 | ||
Accrued liabilities - related party | $ 456,185 | $ 470,886 | |||||
Series C Preferred Stock [Member] | |||||||
Common stock issued during the period, shares | 50,000 | ||||||
Number of shares of common stock, share | |||||||
Series C Preferred Stock [Member] | CEO [Member] | |||||||
Common stock issued during the period, shares | 2,500 | ||||||
Employment Agreement [Member] | Mr Conway [Member] | |||||||
Annual salary | $ 120,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Expenses to Officers (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total | $ 57,505 | $ 120,000 |
CEO [Member] | ||
Total | 15,000 | |
CEO Former [Member] | ||
Total | 22,505 | 45,000 |
COO Former [Member] | ||
Total | 45,000 | |
CFO Former [Member] | ||
Total | $ 20,000 | $ 30,000 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Expenses to Officers (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Stock-based compensation | $ 54,033 | $ 395,720 | $ 410,370 |
CEO [Member] | |||
Stock-based compensation | $ 5,000 |
Related Party Transactions - _3
Related Party Transactions - Schedule of Former Officers for Accrued Fees, Accounts Payable and Loans (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | |
Due to related party | $ 456,185 | $ 470,886 | |
Former CEO, Former [Member] | |||
Due to related party | [1] | 9,630 | 125 |
Former CEO, Subsidiary [Member] | |||
Due to related party | [2] | 145,370 | 144,639 |
Former COO and CCO [Member] | |||
Due to related party | [3] | 162,085 | 162,085 |
Former COO [Member] | |||
Due to related party | [4] | 112,500 | 112,500 |
Former CFO [Member] | |||
Due to related party | [5] | 26,500 | 51,537 |
CEO [Member] | |||
Due to related party | $ 100 | ||
[1] | The former CEO, parent resigned February 28, 2020, pursuant to the LOI with PCTI. | ||
[2] | The former CEO, subsidiary resigned on March 4, 2019. | ||
[3] | The Former COO and CCO resigned from those positions on October 1, 2018, and March 4, 2019, respectively. | ||
[4] | The former COO resigned on October 23, 2019. | ||
[5] | The former CFO resigned effective February 28, 2020, pursuant to the LOI with PCTI. |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 03, 2019 | Sep. 02, 2019 | Mar. 24, 2019 | Nov. 20, 2018 | Feb. 01, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Mar. 04, 2019 |
Notes payable | $ 95,000 | $ 425,033 | |||||||
Common stock issued during the period, value | |||||||||
Stock- based compensation expense | 54,033 | $ 395,720 | 410,370 | ||||||
Deferred stock compensation | 49,033 | ||||||||
Licensing Agreement [Member] | |||||||||
Patents and the non-exclusive rights | $ 250,000 | $ 250,000 | |||||||
Royalty percentage | 7.00% | ||||||||
Separation Agreement [Member] | Salman J. Chaudhry [Member] | |||||||||
Outstanding fees | $ 227,200 | ||||||||
Notes payable | 162,085 | 162,085 | |||||||
Investment Banking Engagement Agreement [Member] | Newbridge Securities Corporation [Member] | |||||||||
Agreement description | The term of the Agreement is 12 months from the date of the Agreement, however either party may terminate the Agreement anytime upon 15 days written notice. As compensation for its services under the Agreement, Newbridge and its assignees received 172 shares of the Company's common stock. | ||||||||
Stock issued during the period, shares | 172 | ||||||||
Common stock issued during the period, value | $ 77,130 | ||||||||
Stock- based compensation expense | 17,783 | ||||||||
Consulting Agreement [Member] | |||||||||
Stock issued during the period, shares | 1,250 | ||||||||
Common stock issued during the period, value | $ 46,875 | ||||||||
Stock- based compensation expense | 15,625 | ||||||||
Consulting Agreement [Member] | Executive Vice President [Member] | |||||||||
Consulting services | $ 10,000 | ||||||||
General and administrative | 30,000 | ||||||||
Accounts payable and accrued expenses | 10,000 | $ 10,000 | |||||||
Investor Relations Agreement [Member] | |||||||||
Stock issued during the period, shares | 1,250 | ||||||||
Common stock issued during the period, value | $ 46,875 | ||||||||
Stock- based compensation expense | $ 15,625 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net profit income tax, percentage | 16.50% | |
Income tax, description | For U.S. purposes the NOL deduction for a tax year is equal to the lesser of (1) the aggregate of the NOL carryovers to such year, plus the NOL carry-backs to such year, or (2) 80% of taxable income (determined without regard to the deduction). Generally, NOLs can no longer be carried back but are allowed to be carried forward indefinitely. The special extended carryback provisions are generally repealed, except for certain farming and insurance company losses. The amendments incorporating the 80% limitation apply to losses arising in tax years beginning after Dec. 31, 2017. | |
Provision for interest and penalties | ||
United States | ||
Net operating loss carryforwards | 4,618,000 | |
Hong Kong | ||
Net operating loss carryforwards | $ 595,000 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Tax (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Pre-tax loss | $ (5,672,070) | $ (904,155) |
U.S. federal corporate income tax rate | 21.00% | 21.00% |
Expected U.S. income tax credit | $ (1,191,935) | $ (189,873) |
Tax rate difference between U.S. and foreign operations | 231 | |
Permanent differences | 1,145,163 | 111,325 |
Change of valuation allowance | 45,972 | 78,317 |
Effective tax expense |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating losses carried forward | $ 1,068,042 | $ 1,022,071 |
Less: Valuation allowance | (1,068,042) | (1,022,071) |
Net deferred tax assets |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Feb. 28, 2020 | Feb. 28, 2020 | Jan. 21, 2020 | Sep. 19, 2019 | Sep. 18, 2019 | Jul. 05, 2019 | Apr. 01, 2019 | Mar. 28, 2019 | Feb. 09, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Feb. 26, 2020 |
Reverse stock split | 1-for-1,000 reverse stock split | ||||||||||||
Common stock issued during the period | $ 5,000 | $ 7,000,000 | $ 7,600 | $ 80,000 | $ 410,370 | ||||||||
Sale of Stock, Description | The purchase price for the shares will be 85% of the lowest closing price during the 10-day period prior to each sale, and with each sale, the Investor will receive an issuance premium of 5% to cover the Investor's transaction costs associated with selling the shares and payable by the Company to the Investor in registered shares. The obligation of the Investor to purchase shares pursuant to the Equity Agreement is subject to several conditions, including (i) that the Company has filed a registration statement (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC") registering the shares to be sold to the Investor within 30 calendar days from the date of the Equity Agreement, with the Registration Statement being declared effective prior to sale of any shares to the Investor; and (ii) that the purchase of shares by the Investor pursuant to the Equity Agreement shall not cause the Investor to own more than 4.99% of the outstanding shares of the Company's common stock. | ||||||||||||
Conversion of convertible debt, aggregate principal | $ 105,947 | ||||||||||||
Conversion of convertible debt, accrued interest | $ 75,373 | ||||||||||||
Conversion of convertible debt, shares issued | 4,939,400 | ||||||||||||
Conversion of convertible debt, conversion price | $ 0.0367 | $ 330,033 | |||||||||||
Common stock, authorized | 4,990,000,000 | 4,990,000,000 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Common stock, issued | 5,158,493 | 219,035 | |||||||||||
Common stock, outstanding | 5,158,493 | 219,035 | |||||||||||
Number of shares of common stock | 7,600,000 | 1,350 | 1,350 | ||||||||||
Stock-based compensation | $ 54,033 | 395,720 | $ 410,370 | ||||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock, shares outstanding | |||||||||||||
Number of redeemed shares, value | $ (50,000) | ||||||||||||
Officers and Directors [Member] | |||||||||||||
Stock subscription receivable, shares | 7,600 | ||||||||||||
Stock subscription receivable, values | $ 7,600 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Number of shares of common stock | 1,000,000 | 1,000,000 | |||||||||||
Preferred stock, shares outstanding | |||||||||||||
Series B Preferred Stock [Member] | CEO [Member] | |||||||||||||
Number of shares of common stock | 1,000,000 | ||||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Common stock issued during the period | |||||||||||||
Number of shares of common stock | 50,000 | ||||||||||||
Preferred stock, authorized | 50,000 | 50,000 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock, shares outstanding | 50,000 | 50,000 | |||||||||||
Number of redeemed shares | 2,500 | 2,500 | |||||||||||
Number of redeemed shares, value | $ (3) | ||||||||||||
Series C Preferred Stock [Member] | CEO [Member] | |||||||||||||
Number of shares of common stock | 2,500 | ||||||||||||
Series C Preferred Stock [Member] | CEO and Director [Member] | |||||||||||||
Number of shares of common stock | 50,000 | ||||||||||||
Series C Preferred Stock [Member] | Mr. Chermak [Member] | |||||||||||||
Number of redeemed shares | 50,000 | ||||||||||||
Number of redeemed shares, value | $ 100,000 | ||||||||||||
Share price | $ 2 | $ 2 | |||||||||||
Series C Preferred Stock [Member] | Mr Conway [Member] | |||||||||||||
Common stock issued during the period | $ 5,000 | ||||||||||||
Number of shares of common stock | 2,500 | ||||||||||||
Share price | $ 2 | $ 2 | |||||||||||
Tranches [Member] | |||||||||||||
Common stock issued during the period | $ 400,000 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts payable and accrued expenses | $ 88,178 | |
Spinal Resources, Inc [Member] | ||
Accounts payable and accrued expenses | $ 75,270 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations Condensed Consolidated Statements (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cost of goods sold | $ 4,326 | |
Depreciation expense | 13,805 | |
Rent expense | 2,222 | |
Interest expense | 8,794 | |
Total operating expenses | 24,821 | |
Loss from discontinued operations | (29,147) | |
Gain from license termination | $ 86,856 | |
Inventory | $ 378,061 | |
Prepaid expenses | 2,987 | |
Property and equipment, net | 353,985 | |
License rights, net | 2,724,848 | |
Goodwill | 2,002,314 | |
Total assets included in the assets of discontinued operations | 5,462,195 | |
Accounts payable and accrued expenses | 88,178 | |
Liability for common stock payable | 245,000 | |
Current portion of notes payable | 1,131,771 | |
Current portion of license fee payable | 984,089 | |
Long term portion of notes payable | 1,440 | |
Long term portion of license fee payable | 250,000 | |
Put option payable | 2,892,228 | |
Total liabilities included in the liabilities of discontinued operations | $ 5,592,706 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jun. 26, 2020USD ($) | Jun. 26, 2020USD ($) | Jun. 25, 2020USD ($) | Jun. 24, 2020USD ($) | Jun. 23, 2020USD ($) | Jun. 12, 2020USD ($) | Jun. 11, 2020USD ($) | Jun. 01, 2020USD ($) | May 28, 2020USD ($) | May 26, 2020USD ($) | May 26, 2020USD ($) | May 13, 2020USD ($) | May 07, 2020USD ($) | May 06, 2020USD ($) | May 05, 2020USD ($) | May 04, 2020USD ($) | May 04, 2020USD ($) | Apr. 28, 2020USD ($) | Apr. 27, 2020USD ($) | Feb. 28, 2020USD ($) | Nov. 27, 2019USD ($) | Oct. 25, 2019USD ($) | Oct. 24, 2019USD ($) | Oct. 08, 2019USD ($) | Oct. 01, 2019USD ($) | Aug. 29, 2019USD ($) | Aug. 21, 2019USD ($) | Aug. 19, 2019USD ($) | Aug. 02, 2019USD ($) | Jun. 22, 2019USD ($) | May 29, 2019USD ($) | Mar. 07, 2019USD ($) | Feb. 05, 2019USD ($) | Jan. 07, 2019USD ($) | Apr. 13, 2018USD ($) | Feb. 09, 2018shares | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Feb. 26, 2020USD ($) | Jan. 08, 2020USD ($) | Aug. 23, 2019USD ($) | Feb. 26, 2019USD ($) |
Number of shares of common stock | shares | 7,600,000 | 1,350 | 1,350 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, face amount | $ 330,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 620,075 | $ 747,806 | $ 806,003 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, face amount | $ 165,000 | $ 442,175 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 13, 2019 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | This note is convertible into shares of the Company's common stock, beginning on the date which is 180 days from the issuance date of the Master Note, at a conversion price equal to the lesser of (1) the lowest trading price during the previous 20 trading day period ending on the last completed trading date prior to the date of conversion of the Master Note and (2) 65% multiplied by the average of the 3 lowest trading prices of the Company's common stock during the 20 day trading period ending on the latest completed trading day of the common stock prior to the date of conversion of the Master Note. The embedded conversion feature included in the Master Note resulted in an initial debt discount and derivative liability of $38,502. For the three months ended March 31, 2020, amortization of the debt discounts of $4,496 was charged to interest expense. For the three months ended March 31, 2020, the investor converted a total of $4,905 of the face value and $1,500 of fees into 349,000 shares of common stock. As of March 31, 2020, and December 31, 2019, the outstanding principal balance of the Master Note was $6,735 and $11,640, respectively, with a carrying value as of March 31, 2020, and December 31, 2019, of $6,735 and $7,144, respectively. The balance of this note was converted during the six months ended June 30, 2020. In connection with the issuance of this Note, the Company issued warrants to acquire 55,000 shares of common stock, for a three-year period with an exercise price of $1,50 per share, subject to price adjustments. For the three months ended March 31, 2020, the Company valued the warrant on the Black Shoals option pricing model at $12,962 and recorded the amount as derivative expense with the offset to derivative liabilities. | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 16,500 | 359,500 | |||||||||||||||||||||||||||||||||||||||||
Convertible debenture, percentage | 0.55 | ||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Binding Letter of Intent [Member] | |||||||||||||||||||||||||||||||||||||||||||
Business combination, consideration transferred | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, face amount | $ 53,000 | $ 36,750 | $ 225,000 | $ 66,000 | $ 68,000 | $ 45,000 | $ 85,000 | $ 38,900 | $ 80,000 | $ 85,000 | $ 150,000 | $ 38,000 | $ 37,800 | $ 132,750 | |||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 10.00% | 12.00% | 8.00% | 12.00% | 10.00% | 12.00% | 12.00% | 8.00% | 12.00% | 10.00% | 12.00% | |||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 24, 2020 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 56% multiplied by the lowest closing bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | This note is convertible at any time following the funding of this note into a variable number of the Company's common stock, based on a conversion ratio of 58% of the average of the two lowest closing bid prices for the 20 days prior to conversion. | This note matures 12 months after the date of issuance. This note is convertible into shares of the Company's common stock, at a conversion price equal to 60% of the average of the two lowest trading prices of the Company's common stock for the previous 20 trading day period ending on the date the notice of conversion of this note is received by the Company. This note was funded on October 10, 2019, | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 61% multiplied by the lowest closing bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 60% multiplied by the average of the lowest two trading prices during the 20 trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 58% multiplied by the average of the lowest two trading prices during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lesser of (1) the lowest trading price during the previous 20 trading day period ending on the last completed trading date prior to the date of this note and (2) 65% multiplied by the average of the 3 lowest trading prices of the Company's common stock during the 20 day trading period ending on the latest completed trading day of the common stock prior to the date of conversion of this note. | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 60% multiplied by the average of the lowest two trading prices during the 20 trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | This note is convertible into shares of the Company's common stock, at a conversion price equal to 60% of the lowest closing bid price of the Company's common stock for the previous 20 trading day period ending on the date the notice of conversion of this note is received by the Company. | This note is convertible into shares of the Company's common stock, at a conversion price equal to 58% of the average of the two lowest trading prices of the Company's common stock for the previous 20 trading day period ending on the date the notice of conversion of this note is received by the Company. | This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lesser of (1) the lowest trading price during the previous 20 trading day period ending on the last completed trading date prior to the date of this note and (2) 65% multiplied by the average of the 3 lowest trading prices of the Company's common stock during the 20 day trading period ending on the latest completed trading day of the common stock prior to the date of conversion of this note. | ||||||||||||||||||||||||||||||||
Original issue discount | $ 49,808 | $ 31,316 | $ 52,281 | $ 52,457 | $ 35,794 | $ 55,125 | $ 54,802 | $ 157,500 | $ 77,394 | $ 2,416 | $ 1,800 | ||||||||||||||||||||||||||||||||
Convertible debenture, percentage | 0.60 | 0.58 | |||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 1,416,298,485 | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, face amount | $ 60,000 | $ 3,261,774 | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon exercise of warrants | shares | 67,606,186 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | 15.00% | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 27, 2021 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | This note matures 12 months after the date of issuance. This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to the lower of $0.50 or 58% multiplied by the average of the two lowest closing trading price or bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | This note matures on April 27,2021 and is convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which a conversion notice is received by the Company. | |||||||||||||||||||||||||||||||||||||||||
Proceeds received | $ 96,250 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Pursuant LOI with PCTI [Member] | |||||||||||||||||||||||||||||||||||||||||||
Acquisitions value | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Redeemable Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, face amount | $ 30,000 | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 15.00% | 15.00% | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | May 28, 2021 | May 7, 2021 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | This note matures on May 28, 2021 and is convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which a conversion notice is received by the Company. | This note matures on May 7,2021 and is convertible into shares of common stock at a conversion price equal to 50% of the lowest traded price for the twenty-five prior trading days including the day upon which a conversion notice is received by the Company. | |||||||||||||||||||||||||||||||||||||||||
Proceeds received | $ 25,000 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,000 | $ 5,000 | |||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, face amount | $ 127,500 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | This note matures 6 months after the Issuance Date. This note is convertible into shares of the Company's common stock beginning on the Issuance Date at $0.025 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.025 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. | ||||||||||||||||||||||||||||||||||||||||||
Proceeds received | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 27,500 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, face amount | $ 162,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | This note matures 6 months after the Issuance Date. This note is convertible into shares of the Company's common stock beginning on the Issuance Date at $03 for the first three months after the Issuance Date. After the first three months after the Issuance Date, the conversion price shall be equal to the lower of (i) $.03 or 50% of the lowest trading price for the thirty-five trading days prior to the conversion. | ||||||||||||||||||||||||||||||||||||||||||
Proceeds received | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 62,000 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Investor [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, face amount | $ 203,000 | $ 210,000 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 18.00% | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 25, 2021 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | This note matures on the twenty forth month following the Execution Date. | ||||||||||||||||||||||||||||||||||||||||||
Proceeds received | $ 176,000 | $ 175,000 | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 35,000 | ||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 27,000 | ||||||||||||||||||||||||||||||||||||||||||
Convertible debenture, percentage | 0.18 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, principal payments | $ 33,833 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Binding Letter of Intent [Member] | |||||||||||||||||||||||||||||||||||||||||||
Payments to acquire businesses | $ 300,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, face amount | $ 53,000 | $ 110,000 | $ 110,000 | $ 53,000 | |||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, description | This note matures 12 months after the date of issuance. This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 58% multiplied by the lowest closing bid price during the twenty trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion | This note matures 12 months after the date of issuance. This note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of this note, at a conversion price equal to 58% multiplied by the lowest closing bid price during the 20- trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion. | |||||||||||||||||||||||||||||||||||||||||
Proceeds received | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 3,000 | $ 13,750 | $ 3,000 |