Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 16, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | True Nature Holding, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 16,983,874 | |
Amendment Flag | false | |
Entity Central Index Key | 802,257 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 55 | $ 0 |
Prepaid expenses and other current assets | 9,000 | 1,875 |
Total current assets | 9,055 | 1,875 |
Total Assets | 9,055 | 1,875 |
Current liabilities | ||
Accounts payable | 753,447 | 589,229 |
Accrued liabilities | 97,894 | 84,488 |
Due to related parties | 114,385 | 106,866 |
Accrued interest | 40,843 | 31,021 |
Convertible note payable, in default | 256,270 | 256,270 |
Total current liabilities | 1,262,839 | 1,067,874 |
Commitments and contingencies | ||
Stockholders’ equity (deficit) | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued or outstanding as of June 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.01 par value, 500,000,000 shares authorized, 18,513,874 and 17,436,666 shares issued and outstanding as of June 30, 2017 and December 31, 2016. | 185,139 | 174,367 |
Additional paid-in capital | 4,441,186 | 4,261,748 |
Stock payable | 94,324 | 20,000 |
Accumulated deficit | (5,974,433) | (5,522,114) |
Total (deficiency in) stockholders’ equity | (1,253,784) | (1,065,999) |
Total liabilities and stockholders’ equity | $ 9,055 | $ 1,875 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 18,513,874 | 17,436,666 |
Common stock, shares outstanding | 18,513,874 | 17,436,666 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
General and administrative | 214,129 | 1,679,986 | 442,497 | 2,512,355 |
Total operating expenses | 214,129 | 1,679,986 | 442,497 | 2,512,355 |
Net Operating Loss | (214,129) | (1,679,986) | (442,497) | (2,512,355) |
Other income (expense): | ||||
Interest expense | (4,911) | (58,720) | (9,822) | (64,938) |
Loss on debt extinguishment | 0 | (190,000) | 0 | (190,000) |
Total other expense | (4,911) | (248,720) | (9,822) | (254,938) |
Loss before provision for income taxes | (219,040) | (1,928,706) | (452,319) | (2,767,293) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (219,040) | $ (1,928,706) | $ (452,319) | $ (2,767,293) |
Net loss per share - basic (in Dollars per share) | $ (0.02) | $ (0.15) | $ (0.03) | $ (0.22) |
Net loss per share - diluted (in Dollars per share) | $ (0.02) | $ (0.15) | $ (0.03) | $ (0.22) |
Weighted average shares outstanding - basic (in Shares) | 18,481,652 | 12,687,478 | 18,222,445 | 12,368,961 |
Weighted average shares outstanding - diluted (in Shares) | 18,481,652 | 12,687,478 | 18,222,445 | 12,368,961 |
Unaudited Consolidated Stateme5
Unaudited Consolidated Statements of Changes in Stockholders’ Deficit - 6 months ended Jun. 30, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2016 | $ 174,367 | $ 4,261,748 | $ 20,000 | $ (5,522,114) | $ (1,065,999) |
Balance (in Shares) at Dec. 31, 2016 | 17,436,666 | 17,436,666 | |||
Sale of common stock, net of issuance costs | $ 2,500 | 44,500 | $ 47,000 | ||
Sale of common stock, net of issuance costs (in Shares) | 250,000 | 50,000 | |||
Stock issued for services | $ 5,836 | 103,874 | 74,324 | $ 74,324 | |
Stock issued for services (in Shares) | 583,637 | ||||
Stock issued for note extension | $ 150 | 1,350 | 1,500 | ||
Stock issued for note extension (in Shares) | 15,000 | ||||
Common stock issued for the conversion of payables | $ 2,286 | 29,714 | 32,000 | ||
Common stock issued for the conversion of payables (in Shares) | 228,571 | ||||
Net loss | (452,319) | (452,319) | |||
Balance at Jun. 30, 2017 | $ 185,139 | $ 4,441,186 | $ 94,324 | $ (5,974,433) | $ (1,253,784) |
Balance (in Shares) at Jun. 30, 2017 | 18,513,874 | 18,513,874 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statement of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (452,319) | $ (2,767,293) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Debt discount amortization | 0 | 40,129 |
Stock based compensation | 185,534 | 2,077,134 |
Loss on extinguishment of debt | 0 | 190,000 |
Changes in assets and liabilities: | ||
Prepaid expenses | (7,125) | 7,527 |
Accounts payable | 196,218 | 150,762 |
Accrued liabilities | 13,406 | 0 |
Due to related parties | 7,519 | 0 |
Accrued interest | 9,822 | 42,926 |
Net cash used in operating activities | (46,945) | (258,815) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from acquisition of business | 0 | 10,201 |
Net cash provided by investing activities | 0 | 10,201 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible note payable | 0 | 160,000 |
Sale of common stock, net of issuance costs | 47,000 | 51,000 |
Proceeds from short-term loans | 0 | 30,000 |
Net cash provided by financing activities | 47,000 | 241,000 |
Net increase (decrease) in cash and cash equivalents | 55 | (7,614) |
Cash and cash equivalents at beginning of period | 0 | 28,185 |
Cash and cash equivalents at end of period | 55 | 20,571 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued for satisfaction of payables | 32,000 | 0 |
Discount on convertible note payable | 0 | 575,167 |
Acquisition of P3 Compounding of Georgia, net of cash acquired: | ||
Fair value of assets acquired | 0 | 314,941 |
Fair value of liabilities assumed | 0 | 35,422 |
Issuance of common stock for acquisition | 0 | 261,800 |
Debt obligation recorded as a result of acquisition | 0 | 589,350 |
Goodwill | $ 0 | $ 561,430 |
Note 1 - Description of Busines
Note 1 - Description of Business | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 – Description of Business True Nature Holding, Inc. (the “Company”), previously known as Trunity Holdings, Inc., became a publicly-traded company through a reverse merger with Brain Tree International, Inc., a Utah corporation (“BTI”). BTI was incorporated on July 26, 1983 to specialize in the development of high technology products or applications including, but not limited to, electronics, computerized technology, new technological product fields, and precious metals. Trunity Holdings, Inc. was the parent company of the prior educational business, named Trunity, Inc., which was formed on July 28, 2009 through the acquisition of certain intellectual property by its three founders. True Nature Holding, Inc. is a corporation organized under the laws of the state of Delaware with principal offices located in Atlanta, Georgia. On January 16, 2016, the Company changed the equity structure that included a reverse split of 1 for 101, such that all holders of 101 shares of common stock issued and outstanding prior to the effective date of the reverse split would own 1 share of common stock upon the effect date of the reverse split. In addition, the Company amended its Articles of Incorporation (i) to increase its authorized capital stock to 510,000,000 shares which consists of 500,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share (ii) a to change its name from Trunity Holdings, Inc. to True Nature Holding, Inc. (there was no change in the stock symbol “TNTY”). |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 – Summary of Significant Accounting Policies Basis of Accounting Use of Estimates - Comprehensive Loss – Cash - Revenue Recognition- Stock-Based Compensation - Equity instruments issued to those other than employees are recorded on the basis of the fair value of the instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant. Convertible Instruments Common Stock Purchase Warrants- Stockholders’ Equity- Per Share Data- The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of December 31, 2016 and June 30, 2017, the Company had no outstanding warrants or options. Income Taxes- Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance. The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012. Business Combinations- ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. Impairment of Long-Lived Assets- Financial Instruments and Fair Values- Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their significant in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximates fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the debentures, approximate their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the debentures as Level 3. Recently Issued Accounting Standards- |
Note 3 - Financial Condition an
Note 3 - Financial Condition and Going Concern | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | N ote 3 – Financial Condition and Going Concern As of June 30, 2017, the Company had cash on hand of $55 and current liabilities of $1,262,839 and has incurred a loss from operations. True Nature Holding’s principal operation is the acquisition of compounding pharmacy companies. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan. As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered into discussions to do so with certain individuals and companies. However, as of the date of these consolidated financial statements, no formal agreement exists. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions. |
Note 4 - Related Party Transact
Note 4 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 4 – Related Party Transactions On January 25, 2016 two board members were each awarded 100,000 of shares of the Company’s common stock in exchange for their services as board members. The shares were valued at $145,000 based on the closing market price on the date of grant. On April 25, 2016 a board member was awarded 100,000 shares of the Company’s common stock in exchange for his services on the board and non-qualified stock options to purchase up to 1,000,000 shares of the Company’s common stock in consideration for his services as CEO. The stock options were subsequently cancelled in conjunction with his resignation as CEO on September 23, 2016, and 100,000 shares of restricted common stock valued at $47,680, based on the closing market price on the date of grant, in conjunction with the cancellation of all amounts owed as of the date of his resignation. On May 25, 2016, a board member was awarded 100,000 shares of the Company’s common stock, valued at $235,000 based on the closing market price on the date of grant, in exchange for his service as a member of the board. On September 23, 2016, the Company appointed three new directors to the Board of Directors, and each received 100,000 shares of common stock, each valued at $27,990 based on the closing market price on the date of grant, in conjunction with their appointments. On September 27, 2016, the Company accepted the resignations of its former Chairman & CFO and former CEO. The former CFO had a consulting agreement in the amount of $10,000 per month for professional fees. The Company’s former CEO had an employment agreement effective June 7, 2016 pursuant to which he received a monthly salary in the amount of $12,500 per month for the remainder of 2016, $17,500 per month for the 2017 calendar year, $22,500 per month for the 2018 calendar year and $25,000 per month for the 2019 calendar year. No payments have been made to the former CEO. Both of these agreements were fully cancelled and the Company has no further obligation to either going forward. Further, the former CFO has agreed to return for cancellation 2,000,000 shares of restricted common stock of the Company, and to use 100,000 shares of Company common stock to settle an obligation to a former employee. The former CEO had been awarded options for the purchase of 1,000,000 shares of restricted common stock, which were all cancelled in conjunction with his resignation. In addition, a shareholder of the Company had a consulting agreement in the amount of $10,000 per month for professional fees. The shareholder and the Company have agreed to terminate the agreement as of September 30, 2016. In consideration of all amounts owed, the Company has issued 966,666 shares of common stock, valued at $290,000 based on the closing market price on the date of grant, and the consultant has cancelled $290,000 in amounts owed. The amounts owed consist of a) $80,000 in advances to the Company, or obligations paid to the Company, b) $120,000 in consulting fees owed and c) reimbursement of $90,000 of costs related to the formation of Newco4pharmacy, LLC, which was acquired by the Company in December 2015. On December 30, 2016, the Board of Directors of the Company issued 100,000 shares of restricted common stock to a consultant, who subsequently became the CEO and CFO of the Company as compensation for his contribution during the prior 90 days. The charge to earnings for this issuance was $19,080. On December 30, 2016, the Board voted to issue 100,000 shares of common stock to each of the Company’s Board members as additional compensation for services during the prior 90 days. Each of the recipients abstained from the vote on their issuance so as not to be voting on their own issuance; however, each member of the Board voted for the issuance of shares to their fellow Board members. The charge to earnings for this issuance was $19,080, for each of the three directors, or a total of $57,240. The Company had accounts payable from related party transactions of $106,866 as of December 31, 2016. The balance was made up of the following: a) two members of the Board of Directors were due $12,000 each for compensation expense that had not been paid; b) the former CEO and CFO of the Company were owed for reimbursable expenses that totaled $75,866; and c) a shareholder had paid for expenses of the Company directly to several vendors for a total of $7,000. On January 24, 2017, the Board granted to a member of Board of Directors 25,000 shares of restricted common stock as consideration for services. The member of the Board of Directors abstained from the vote as to not be voting on his own issuance. The value for the issuance was $3,500, based on the closing price on the date of the grant. On January 25, 2017, the Board granted the newly appointed CEO and CFO 500,000 shares of restricted common stock as part of his employment compensation. The shares are subject to reverse vesting that requires him to stay with the Company for three (3) years (shares vest 1/3 per year) and achieve certain management objectives to keep all of the shares. Subsequently, effective July 7, 2017, the executive resigned and 400,000 of the shares will be cancelled (see Note 10). The expense to the Company was $15,236 during the six months ended June 30, 2017. On February 7, 2017, the Board appointed one additional member to the Board of Directors. The appointed member shall receive the customary 100,000 shares of restricted common stock for their service. The cost to the Company for this issuance is $11,000, based on the closing price on the date of the grant. The same candidate offered to buy 200,000 shares of restricted common stock at the same time. The consideration for the sale was $22,000. The transaction has no impact on earnings as the shares were priced at the same cost as the closing price on the date of the purchase. On February 14, 2017, the Board of Directors authorized the issuance of restricted common stock to a shareholder for consulting services. This calculation is based on February 14, 2017 and at the market close of $0.14 per share; hereby converting the debts which are currently owed and equates to 258,637 shares, for a total cost to the Company of $36,210, based on the closing price on the date of the grant. On February 14, 2017, the Board of Directors authorized the issuance of restricted common stock to convert amounts owed to a vendor. This calculation is based on February 14, 2017 and at the market close of $0.14 per share; hereby converting $20,000 of debt in outstanding legal fees and expenses which are currently owed as of January 31, 2017, to 142,857 shares, for a total cost to the Company of $20,000. As the conversion amount equals the share value, no gain or loss was recorded. On February 14, 2017, the Board authorized the issuance of restricted shares to convert the last 3 month’s salary ($4,000 per month for a total owed of $12,000) of 2016 owed to a director serving as its Interim President. The price per share used was the closing price of $0.14 per share which equates to 85,714 shares of common stock. This action hereby settles all outstanding past debts owed to the director by the Company up to February 14, 2017. As the conversion amount equals the share value, no gain or loss was recorded. On February 14, 2017, the Board granted the newly appointed COO 500,000 shares of restricted common shares as part of his employment compensation. The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (shares vest 1/3 per year) and achieve certain management objectives in order to keep all of the shares. The expense to the Company was $11,088. On March 8, 2017, the Board authorized the issuance of 100,000 restricted common stock to a newly appointed member of the non-executive Advisory Board. The stock was priced at the closing price of the stock at that date which was $0.30. The expense to the Company was $30,000. On March 8, 2017, the Board authorized the issuance of 100,000 restricted common stock to an advisor to the Company with experience in retail pharmacy operations. The stock was priced at the closing price of the stock at that date which was $0.30. The expense to the Company was $30,000. On April 28, 2017, the Board granted the newly appointed Director of Corporate Communications 500,000 shares of restricted common shares as part of his employment compensation. The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (shares vest 1/3 per year) and achieve certain management objectives to keep all of the shares. Subsequently, the executive resigned effective August 1, 2017 and as a result 400,000 of the 500,000 shares were cancelled. The Company charged to operations the amount of $48,000 representing the fair value of 100,000 shares of common stock during the three months ended June 30, 2017. |
Note 5 - Debt
Note 5 - Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 5 – Debt On March 18, 2016, the Company issued a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000 to a lender. Pursuant to the terms of the Convertible Note A, on the date thereof, the Company issued the Convertible Note A to the lender and, as consideration therefor, the lender paid the Company in cash the full principal amount of the Convertible Note A. Upon issuance, the lender was awarded 15,000 restricted common stock as an origination fee which will have piggy back registration rights. On September 19, 2016, the Company issued the lender an additional 15,000 restricted common stock at a price of $0.30 per share to extend the term of the loan agreement indefinitely. The cost to the Company was $4,050 in interest expense. This note is currently in default. Accrued interest at June 30, 2017 and December 31, 2016, was $7,260 and $3,660, respectively. Pursuant to the terms of the Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of this note until its full maturity on September 16, 2016 at which time the Company is obligated to repay the full principal amount of the Convertible Note A. The Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at an effective conversion price of $1.00 per share and throughout the duration of the note the holder has the right to participate in any and other financing the Company may engage in with the same terms and option as all other investors. The Company allocated the face value of the Convertible Note A to the shares and the note based on relative fair values, and the amount allocated to the shares of $18,750 was recorded as a discount against the note. The beneficial conversion feature of $9,375 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the note payable and increasing debt discount. The debt discount is being amortized to interest expense over the term of the debt. For the year ended December 31, 2016, debt discount amortization related to the Convertible Note A was $28,125. On May 19, 2016, the Company issued a 10% Convertible Promissory Note (the “Convertible Note B”) in the principal amount of $100,000 to a lender. Pursuant to the terms of the Convertible Note B, on the date thereof, the Company issued the Convertible Note B to the lender and, as consideration therefor, the lender paid the Company in cash the full principal amount of the Convertible Note B. Upon issuance, the lender was awarded warrants to purchase up to 66,666 shares of the Company’s common stock at an exercise price of $2.50 per share for a term of twenty-four month. The warrants were valued at $103,086 with $100,000 as a debt discount; the additional $3,086 was expensed as additional interest expense. The debt discount was fully amortized during the year ended December 31, 2016. This obligation, including all warrants, penalties and interest due was cancelled as of September 30, 2016 in consideration of the issuance of 400,000 shares of restricted common stock valued at $120,000. At the time of conversion, the principal amount of the note was approximately $100,000 and total accrued interest thereon was $3,671. Therefore, as a result of the conversion, a loss of $16,329 recognized in the year ended December 31, 2016. August 2014 Convertible Debentures (Series C) As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not convert such debenture. The Series C Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into our common stock at a conversion rate of $20.20 per share. The holders of the Series C Debenture also received warrants to acquire up to 4,950 shares post-split of common stock for an exercise price of $20.20 per share, exercisable over five years. The former educational business allocated the face value of the Series C Debenture to the warrants and the debentures based on its relative fair values, and allocated to the warrants, which was recorded as a discount against the Series C Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. As of June 30, 2017 and December 31, 2016, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of $29,962 and $24,420, respectively. This note is currently in default. November 2014 Convertible Debentures (Series D) As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series D Convertible Debenture (the “Series D Debenture”) in November 2014 with an aggregate face value of $10,000 in exchange for the cancellation of Series B Convertible Debenture with a carrying value of $11,333 did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured November 2015, and is convertible into our common stock at a conversion rate of $16.67 per share. The holders of the Series D Debenture also received warrants to acquire up to 495 shares post-split of common stock for an exercise price of $20.20 per share, exercisable over five years. The former educational business allocated the face value of the Series D Debenture to the warrants and the debentures based on their relative fair values, and allocated to the warrants, which was recorded as a discount against the Series D Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. As of June 30, 2017 and December 31, 2016, the carrying value of the Series D Debenture was $11,333 and accrued interest expense of $3,621 and $2,941, respectively. This note is currently in default. Short term loan As a result of the acquisition of P3 Compounding of Georgia, LLC (“P3”) the Company had a short-term convertible note with a loan agency in the principal amount of $52,000 for the purchase of future sales and credit card receivables of P3. Under the terms of the receivable purchase agreement, the Company purchased an advance of $50,000 plus $2,000 for origination costs with a 10.5% daily interest rate to be repaid over 160 days at a repayment amount of $451.75 per day. Upon maturity, the total repayment amount will be $72,280. As of December 31, 2016 the carrying value of this short-term loan was $26,925. For year ending December 31, 2016, no interest expense related to this loan was recorded in the Company’s consolidated financial statements as the effective date of acquisition was the last day of the quarter. The origination fee and interest were recorded as debt discount on the date of issuance in the amount of $22,280 and $22,280 was amortized during the year ending December 31, 2016. Although the note is in default, the lender and the Company have agreed not to take any action until such time as repayment can be arranged. |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 6 – Stockholders’ Deficit Sale of Common Stock During the six months ending June 30, 2017, the Company raised gross proceeds of $47,000 through the sale of 250,000 shares of common stock to a new member of the Board of Directors and a third party investor at a price of $0.11 per share. Shares for Stock Based Compensation During the six months ending June 30, 2017, in connection with services rendered, the Company issued 583,637 restricted shares of the Company’s common stock valued at $109,710 in exchange for services conducted on behalf of the Company. The value of these shares was based on the closing market price on the respective date of grant. The Company also has an additional 1.5 million shares payable to three employees valued at $266,324 included in stock payable. Shares issued for convertible note payable issuance During the six months ending June 30, 2017, in connection with conversion of a six-month convertible promissory note, the Company issued 15,000 shares of the Company’s common stock with a fair value of $1,500 that was valued based on the closing market price on the date of the grant. The shares were issued in consideration of the interest and fees due on the loan. Shares issued for conversion of accounts payable During the six months ending June 30, 2017, the Company converted several accounts payable amounts to shares of common stock. The Company issued 228,571 shares of common stock valued at $32,000 to settle the outstanding accounts payable. Shares issued for conversion of debt During the six months ending June 30, 2017, no debts were converted into stock. Debt beneficial conversion feature for convertible note payable – During the fiscal year ended December 31, 2016, the Company raised gross proceeds of $201,780 pursuant to a convertible notes payable that allocated the face value of the note to the shares and debt based on their relative fair values and, resulted in the recording of beneficial conversion features totaling $67,062 as a discount against the notes, with an offsetting entry to additional paid-in capital. The discount is being amortized into interest expense over the term of the note. Stock payable for debt |
Note 7 - Stock Options
Note 7 - Stock Options | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 7 – Stock Options The Company had two Employee, Director and Consultant Stock Option Plans that were not terminated as a result of the fiscal 2015 restructuring of the Company and spin-out and have continued as part of the operations as detailed below. In fiscal 2015, the option pool pertaining to the 2009 Employee, Director and Consultant Stock Option Plan (the “2009 Plan”) was adjusted for a 1 for 101 stock split due to the spin-out and restructuring plan, resulting in an authorized option pool of 18,152. Stock options typically vest over a three-year period and have a life of ten years from the date granted. As of June 30, 2017, there were 3,610 shares available for future awards under this plan. In fiscal 2015, the option pool pertaining to the 2012 Employee, Director and Consultant Stock Option Plan (the “2012 Plan”) was adjusted for a 1 for 101 stock split due to the spin-out and restructuring plan, resulting in an authorized options pool of 74,257. Stock options typically vest over a three-year period and have a life of ten years from the date granted. As of June 30, 2017, there were 45,673 shares available for future awards under this plan. In addition, there are approximately 24,753 in options outstanding that were issued to a former CEO of spin-out Company in fiscal 2014. These options issued are outside of the 2009 and 2012 Plans. A summary of options issued, exercised and cancelled are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2016 67,879 $ 21.40 6.17 — Granted — — — — Cancelled — — — — Outstanding at June 30, 2017 67,879 $ 21.40 5.67 — Exercisable at June 30, 2017 67,879 $ 21.40 5.67 — |
Note 8 - Stock Warrants
Note 8 - Stock Warrants | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | Note 8 – Stock Warrants Subsequent to the restructuring of the Company and the spin-out, the Company had warrants to purchase common stock outstanding that were not terminated and have continued as part of the operations as detailed below. The warrants were adjusted for a 1 for 101 stock split due to the spin-out and restructuring plan as authorized. All warrants outstanding as of June 30, 2017 are scheduled to expire at various dates through 2019. A summary of warrants issued, exercised and expired are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Outstanding at December 31, 2016 142,653 $ 17.42 2.25 Granted — — — Expired — — — Outstanding at June 30, 2017 142,653 $ 17.42 1.75 Exercisable at June 30, 2017 142,653 $ 17.42 1.75 |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 9 – Commitments and Contingencies Legal National Council for Science and the Environment, Inc. v. Trunity Holdings, Inc., Case No. 2015 CA 009726 B, Superior Court for the District of Columbia, Civil Division. This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the state court in the District of Columbia against Trunity Holdings, Inc. (“Trunity”) and alleges claims for breach of contract. Acknowledgement of indebtedness and settlement agreement and quantum meruit arising out of an agreement entered into between NCSE and Trunity in 2014. The complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case. The Company, in its answer dated January 27, 2016, denied the material allegations made by NCSE, asserted a number of affirmative defenses and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the Company will seek actual and compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred by the Company in bringing its claims against NCSE. On September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. The Company has not paid the amounts as of the date of this filing, and has recorded the obligation at $75,000. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 10 – Subsequent Events On July 7, 2017, the Company accepted the resignation of Mr. Christopher Knauf from the positions of CEO, interim CFO, and interim Secretary. Mr. Knauf will no longer be associated with the Company. This resignation had been anticipated, and there were no conflicts with the Company. At the time of his hire, Mr. Knauf was granted 500,000 restricted shares as part of his executive compensation plan. The shares were pursuant to reverse vesting conditions. At July 7, 2017, 100,000 shares of restricted common stock have vested and the remaining 400,000 restricted shares will be canceled. Mr. Knauf has not been paid any cash compensation. During his tenure at the Company, he has accrued $33,333 in salary, which will only be paid after the Company has completed sufficient financing to support its operations. Dr. Jordan Balencic, the Chairman of the Board of Directors, will assume the role of interim CEO and interim CFO until a successor is appointed. On July 10, 2017, the Company entered into an agreement with a related party whereby the amount of $75,000 in accounts payable due to the related party for services performed was converted to a note payable. The note payable bears interest at the rate of 12% per annum, and is due no later than 90 days from the date the Company receives funding in the amount of $1,000,000. On August 10, 2017, the Company issued 500,000 shares of restricted common stock, subject to reverse vesting conditions, to the Company’s Chief Operating Officer in conjunction with his engagement effective as of February 14, 2017 and previously disclosed in the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2017 and in the Company’s current report on Form 8-K filed on March 9, 2017. On August 10, 2017, the Company issued 50,000 shares of common stock to an investor for cash in the amount of $25,000. The closing of the transaction occurred during the twelve months ended December 31, 2016; however, due to a clerical error, the 50,000 shares of common stock were not issued until August 10, 2017. On August 10, 2017, the Company cancelled 2,150,000 shares of common stock previously held by its former Chief Executive Officer. On August 10, 2017, the Company issued 25,000 shares of common stock to a note holder as consideration for accrued interest. We evaluated subsequent events after the balance sheet date through the date the financial statements were issued. Other than the events described above, we did not identify any additional material events or transactions which occurred during this subsequent event reporting period that required further recognition or disclosure in these financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Accounting Use of Estimates - |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Loss – |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash - |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition- |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation - Equity instruments issued to those other than employees are recorded on the basis of the fair value of the instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant. |
Convertible Instruments, Policy [Policy Text Block] | Convertible Instruments |
Warrants, Policy [Policy Text Block] | Common Stock Purchase Warrants- |
Stockholders' Equity, Policy [Policy Text Block] | Stockholders’ Equity- |
Earnings Per Share, Policy [Policy Text Block] | Per Share Data- The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of December 31, 2016 and June 30, 2017, the Company had no outstanding warrants or options. |
Income Tax, Policy [Policy Text Block] | Income Taxes- Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance. The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012. |
Business Combinations Policy [Policy Text Block] | Business Combinations- ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets- |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments and Fair Values- Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their significant in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximates fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the debentures, approximate their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the debentures as Level 3. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards- |
Note 7 - Stock Options (Tables)
Note 7 - Stock Options (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of options issued, exercised and cancelled are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2016 67,879 $ 21.40 6.17 — Granted — — — — Cancelled — — — — Outstanding at June 30, 2017 67,879 $ 21.40 5.67 — Exercisable at June 30, 2017 67,879 $ 21.40 5.67 — |
Note 8 - Stock Warrants (Tables
Note 8 - Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of warrants issued, exercised and expired are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Outstanding at December 31, 2016 142,653 $ 17.42 2.25 Granted — — — Expired — — — Outstanding at June 30, 2017 142,653 $ 17.42 1.75 Exercisable at June 30, 2017 142,653 $ 17.42 1.75 |
Note 1 - Description of Busin20
Note 1 - Description of Business (Details) - shares | Jan. 16, 2016 | Jun. 30, 2017 | Dec. 31, 2016 |
Disclosure Text Block [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | 1 for 101 | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Note 2 - Summary of Significa21
Note 2 - Summary of Significant Accounting Policies (Details) | Jan. 16, 2016 |
Accounting Policies [Abstract] | |
Stockholders' Equity, Reverse Stock Split | 1 for 101 |
Note 3 - Financial Condition 22
Note 3 - Financial Condition and Going Concern (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 55 | $ 0 | $ 20,571 | $ 28,185 |
Liabilities, Current | $ 1,262,839 | $ 1,067,874 |
Note 4 - Related Party Transa23
Note 4 - Related Party Transactions (Details) | Aug. 10, 2017USD ($)shares | Aug. 01, 2017shares | Jul. 07, 2017shares | Apr. 28, 2017shares | Mar. 08, 2017USD ($)$ / sharesshares | Feb. 14, 2017USD ($)$ / sharesshares | Feb. 07, 2017USD ($)shares | Jan. 25, 2017USD ($)shares | Jan. 24, 2017USD ($)shares | Dec. 30, 2016USD ($)shares | Sep. 30, 2016USD ($)shares | Sep. 27, 2016USD ($)shares | Sep. 23, 2016USD ($)shares | May 25, 2016USD ($)shares | Apr. 25, 2016shares | Jan. 25, 2016USD ($)shares | Jun. 30, 2017USD ($)shares | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)shares | Dec. 30, 2016USD ($) |
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Number of Board Members | 1 | 2 | 2 | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 25,000 | 100,000 | 100,000 | 100,000 | 4,070,000 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 3,500 | $ 235,000 | $ 145,000 | $ 74,324 | $ 3,377,735 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 1,000,000 | 1,000,000 | 0 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in Shares) | shares | 1,000,000 | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 500,000 | 100,000 | 500,000 | 100,000 | 500,000 | 100,000 | 100,000 | 100,000 | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 30,000 | $ 11,088 | $ 11,000 | $ 15,236 | $ 57,240 | $ 27,990 | ||||||||||||||
Number of Directors | 3 | 3 | ||||||||||||||||||
Agreement, Monthly Amount | $ 10,000 | |||||||||||||||||||
Restricted Stock Award, Forfeitures | $ 2,000,000 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 966,666 | |||||||||||||||||||
Stock Issued During Period, Value, Other | $ 290,000 | $ 1,500 | ||||||||||||||||||
Increase (Decrease) in Due to Related Parties | $ (290,000) | 7,519 | $ 0 | |||||||||||||||||
Due to Related Parties, Current | $ 75,866 | $ 114,385 | $ 106,866 | $ 75,866 | ||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares | 100,000 | |||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 19,080 | |||||||||||||||||||
Accounts Payable, Related Parties, Current | 106,866 | 106,866 | ||||||||||||||||||
Accrued Salaries, Current | 12,000 | 12,000 | ||||||||||||||||||
Due to Officers or Stockholders, Current | $ 7,000 | $ 7,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | 3 years | |||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 200,000 | 50,000 | 120,000 | |||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 22,000 | $ 47,000 | $ 51,000 | |||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.30 | $ 0.14 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 142,857 | 400,000 | 228,571 | 1,066,666 | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 20,000 | $ 100,000 | $ 32,000 | $ 580,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 1/3 per year | 1/3 per year | ||||||||||||||||||
Allocated Share-based Compensation Expense | $ 48,000 | |||||||||||||||||||
Issued to Each Director [Member] | ||||||||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 100,000 | |||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 19,080 | |||||||||||||||||||
Director [Member] | ||||||||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 100,000 | |||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 47,680 | |||||||||||||||||||
Agreement, Monthly Amount | $ 4,000 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 250,000 | |||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.14 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 85,714 | |||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 12,000 | |||||||||||||||||||
Former Chief Executive Officer [Member] | ||||||||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Agreement, Monthly Amount | 10,000 | |||||||||||||||||||
Advisory Board [Member] | ||||||||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 100,000 | |||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 30,000 | |||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.30 | |||||||||||||||||||
Employment Agreement, Monthly Salary 2016 [Member] | Former Chief Executive Officer [Member] | ||||||||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Agreement, Monthly Amount | 12,500 | |||||||||||||||||||
Employment Agreement, Monthly Salary 2017 [Member] | Former Chief Executive Officer [Member] | ||||||||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Agreement, Monthly Amount | 17,500 | |||||||||||||||||||
Employment Agreement, Monthly Salary 2018 [Member] | Former Chief Executive Officer [Member] | ||||||||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Agreement, Monthly Amount | 22,500 | |||||||||||||||||||
Employment Agreement, Monthly Salary 2019 [Member] | Former Chief Executive Officer [Member] | ||||||||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Agreement, Monthly Amount | $ 25,000 | |||||||||||||||||||
Advances to the Company [Member] | ||||||||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Due to Related Parties, Current | 80,000 | |||||||||||||||||||
Consulting Fees [Member] | ||||||||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Due to Related Parties, Current | 120,000 | |||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.14 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 258,637 | |||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 36,210 | |||||||||||||||||||
Costs Related to Acquisition [Member] | ||||||||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Due to Related Parties, Current | $ 90,000 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures (in Shares) | shares | 400,000 | 400,000 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 50,000 | |||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 25,000 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 25,000 |
Note 5 - Debt (Details)
Note 5 - Debt (Details) - USD ($) | Feb. 14, 2017 | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 19, 2016 | May 19, 2016 | Mar. 18, 2016 | Nov. 30, 2014 | Aug. 31, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Note 5 - Debt (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 966,666 | ||||||||||||
Interest Payable, Current | $ 40,843 | $ 40,843 | $ 31,021 | ||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 67,062 | ||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | $ 40,129 | |||||||||||
(in Shares) | 0 | ||||||||||||
Stock Issued During Period, Value, Other | $ 290,000 | $ 1,500 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 20,000 | 100,000 | 32,000 | 580,000 | |||||||||
Gain (Loss) on Extinguishment of Debt | $ (16,329) | 0 | $ (190,000) | 0 | $ (190,000) | (190,000) | |||||||
Convertible Note A [Member] | |||||||||||||
Note 5 - Debt (Details) [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||
Debt Instrument, Face Amount | $ 60,000 | ||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 15,000 | 15,000 | |||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.30 | ||||||||||||
Debt Instrument, Fee Amount | $ 4,050 | ||||||||||||
Interest Payable, Current | 7,260 | 7,260 | 3,660 | ||||||||||
Debt Instrument, Periodic Payment | $ 1,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 1 | ||||||||||||
Debt Instrument, Unamortized Discount | $ 18,750 | ||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 9,375 | ||||||||||||
Amortization of Debt Discount (Premium) | 28,125 | ||||||||||||
Convertible Note B [Member] | |||||||||||||
Note 5 - Debt (Details) [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 400,000 | ||||||||||||
Debt Instrument, Unamortized Discount | $ 100,000 | ||||||||||||
(in Shares) | 66,666 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.50 | ||||||||||||
Warrant Term | 24 months | ||||||||||||
Warrants, Fair Value of Warrants, Granted | $ 103,086 | ||||||||||||
Interest Expense, Debt | $ 3,086 | ||||||||||||
Stock Issued During Period, Value, Other | $ 120,000 | ||||||||||||
Gain (Loss) on Extinguishment of Debt | 16,329 | ||||||||||||
Series C Debenture [Member] | |||||||||||||
Note 5 - Debt (Details) [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 20.20 | ||||||||||||
(in Shares) | 4,950 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 20.20 | ||||||||||||
Warrant Term | 5 years | ||||||||||||
Interest Expense, Debt | 29,962 | 24,420 | |||||||||||
Convertible Debt | $ 110,833 | 110,833 | 110,833 | ||||||||||
Series D Debenture [Member] | |||||||||||||
Note 5 - Debt (Details) [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||
Debt Instrument, Face Amount | $ 10,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 16.67 | ||||||||||||
(in Shares) | 495 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 20.20 | ||||||||||||
Warrant Term | 5 years | ||||||||||||
Interest Expense, Debt | 3,621 | 2,941 | |||||||||||
Convertible Debt | $ 11,333 | $ 11,333 | $ 11,333 | ||||||||||
P3 Compounding of Georgia, LLC [Member] | |||||||||||||
Note 5 - Debt (Details) [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.50% | ||||||||||||
Debt Instrument, Face Amount | 52,000 | ||||||||||||
Debt Instrument, Fee Amount | $ 2,000 | 22,280 | |||||||||||
Debt Instrument, Periodic Payment | 451.75 | ||||||||||||
Debt Instrument, Unamortized Discount | 22,280 | ||||||||||||
Proceeds from Short-term Debt | $ 50,000 | ||||||||||||
Debt Instrument, Term | 160 days | ||||||||||||
Debt Instrument, Frequency of Periodic Payment | repayment amount of $451.75 per day | ||||||||||||
Short-term Debt | $ 72,280 | ||||||||||||
Notes Payable | 26,925 | ||||||||||||
Principal [Member] | |||||||||||||
Note 5 - Debt (Details) [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,671 | ||||||||||||
Principal [Member] | Convertible Note B [Member] | |||||||||||||
Note 5 - Debt (Details) [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | 100,000 | ||||||||||||
Interest Expense [Member] | Convertible Note B [Member] | |||||||||||||
Note 5 - Debt (Details) [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,671 |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit (Details) | Feb. 14, 2017USD ($)shares | Feb. 07, 2017shares | Jan. 24, 2017USD ($)shares | Sep. 30, 2016USD ($)shares | May 25, 2016USD ($)shares | Apr. 25, 2016shares | Jan. 25, 2016USD ($)shares | Jun. 30, 2017USD ($)$ / shares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)$ / sharesshares |
Note 6 - Stockholders' Deficit (Details) [Line Items] | ||||||||||||
Proceeds from Issuance of Common Stock | $ 60,000 | |||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 200,000 | 50,000 | 120,000 | |||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ / shares | $ 0.11 | $ 0.11 | $ 0.50 | |||||||||
Payments of Stock Issuance Costs | $ 9,000 | |||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 25,000 | 100,000 | 100,000 | 100,000 | 4,070,000 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 3,500 | $ 235,000 | $ 145,000 | $ 74,324 | $ 3,377,735 | |||||||
Shares to be Issued for Services (in Shares) | shares | 1,500,000 | |||||||||||
Number of Employees | 3 | |||||||||||
Stock to be Issued for Services, Value | $ 266,324 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 142,857 | 400,000 | 228,571 | 1,066,666 | ||||||||
Debt Conversion, Original Debt, Amount | $ 20,000 | $ 100,000 | $ 32,000 | $ 580,000 | ||||||||
Gain (Loss) on Extinguishment of Debt | (16,329) | $ 0 | $ (190,000) | 0 | $ (190,000) | (190,000) | ||||||
Proceeds from Convertible Debt | 0 | $ 160,000 | 201,780 | |||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 67,062 | |||||||||||
Common Stock, Value, Subscriptions | $ 10,000 | $ 10,000 | ||||||||||
Shares Issued for Services [Member] | ||||||||||||
Note 6 - Stockholders' Deficit (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 583,637 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 109,710 | |||||||||||
Director [Member] | ||||||||||||
Note 6 - Stockholders' Deficit (Details) [Line Items] | ||||||||||||
Proceeds from Issuance of Common Stock | $ 47,000 | |||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 250,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 85,714 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 12,000 | |||||||||||
Principal [Member] | ||||||||||||
Note 6 - Stockholders' Deficit (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,671 | |||||||||||
Convertible Debt [Member] | ||||||||||||
Note 6 - Stockholders' Deficit (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 15,000 | 15,000 | ||||||||||
Debt Conversion, Original Debt, Amount | $ 1,500 | $ 18,750 |
Note 7 - Stock Options (Details
Note 7 - Stock Options (Details) | Apr. 28, 2017 | Feb. 14, 2017 | Jan. 25, 2017 | Jan. 16, 2016 | Jun. 30, 2017shares | Dec. 30, 2016shares |
Note 7 - Stock Options (Details) [Line Items] | ||||||
Number of Plans | 2 | |||||
Stockholders' Equity, Reverse Stock Split | 1 for 101 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 67,879 | 67,879 | ||||
Former Chief Executive Officer [Member] | ||||||
Note 7 - Stock Options (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 24,753 | |||||
2009 Employee, Director and Consultant Stock Option Plan ("2009 Plan") [Member] | ||||||
Note 7 - Stock Options (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 18,152 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,610 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
2012 Employee, Director and Consultant Stock Option Plan ("2012 Plan") [Member] | ||||||
Note 7 - Stock Options (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 74,257 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 45,673 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Note 7 - Stock Options (Detai27
Note 7 - Stock Options (Details) - Share-based Compensation, Stock Options, Activity - USD ($) | Dec. 31, 2016 | Sep. 27, 2016 | Apr. 25, 2016 | Jun. 30, 2017 |
Share-based Compensation, Stock Options, Activity [Abstract] | ||||
Options Outstanding, Shares | 67,879 | |||
Options Outstanding, Weighted- Average Exercise Price | $ 21.40 | |||
Options Outstanding, Weighted- Average Remaining Contractual Term | 6 years 62 days | 5 years 244 days | ||
Options Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | ||
Options Exercisable, Shares | 67,879 | |||
Options Exercisable, Weighted- Average Exercise Price | $ 21.40 | |||
Options Exercisable, Weighted- Average Remaining Contractual Term | 5 years 244 days | |||
Options Exercisable, Aggregate Intrinsic Value | $ 0 | |||
Options Granted, Shares | 1,000,000 | 1,000,000 | 0 | |
Options Granted, Weighted- Average Exercise Price | $ 0 | |||
Options Cancelled, Shares | 0 | |||
Options Cancelled, Weighted- Average Exercise Price | $ 0 | |||
Options Outstanding, Shares | 67,879 | |||
Options Outstanding, Weighted- Average Exercise Price | $ 21.40 |
Note 8 - Stock Warrants (Detail
Note 8 - Stock Warrants (Details) | Jan. 16, 2016 |
Disclosure Text Block Supplement [Abstract] | |
Stockholders' Equity, Reverse Stock Split | 1 for 101 |
Note 8 - Stock Warrants (Deta29
Note 8 - Stock Warrants (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | Dec. 31, 2016 | Jun. 30, 2017 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | ||
Warrants, Outstanding | 142,653 | |
Warrants, Outstanding Weighted-Average Exercise Price | $ 17.42 | $ 17.42 |
Warrants, Outstanding Weighted-Average Remaining Contractual Terms | 2 years 3 months | 1 year 9 months |
Warrants, Exercisable | 142,653 | |
Warrants, Exercisable Weighted-Average Exercise Price | $ 17.42 | |
Warrants, Exercisable Weighted-Average Remaining Contractual Terms | 1 year 9 months | |
Warrants, Granted | 0 | |
Warrants, Granted Weighted-Average Exercise Price | $ 0 | |
Warrants, Expired | 0 | |
Warrants, Expired Weighted-Average Exercise Price | $ 0 | |
Warrants, Outstanding | 142,653 |
Note 9 - Commitments and Cont30
Note 9 - Commitments and Contingencies (Details) - USD ($) | Nov. 04, 2016 | Sep. 23, 2016 | Dec. 16, 2015 | Jun. 30, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||||
Loss Contingency, Damages Sought | The complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case. | |||
Loss Contingency, Damages Sought, Value | $ 177,270 | |||
Loss Contingency, Damages Awarded, Value | $ 75,000 | $ 48,500 | ||
Settlement Liabilities, Current | $ 75,000 |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details) - USD ($) | Aug. 10, 2017 | Aug. 01, 2017 | Jul. 10, 2017 | Jul. 07, 2017 | Feb. 14, 2017 | Feb. 07, 2017 | Dec. 30, 2016 | Sep. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Note 10 - Subsequent Events (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 100,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | 50,000 | 120,000 | ||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 22,000 | $ 47,000 | $ 51,000 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 142,857 | 400,000 | 228,571 | 1,066,666 | |||||||
Subsequent Event [Member] | |||||||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 500,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 100,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 400,000 | 400,000 | |||||||||
Accrued Salaries (in Dollars) | $ 33,333 | ||||||||||
Debt Instrument, Face Amount (in Dollars) | $ 75,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||
Debt Instrument, Maturity Date, Description | due no later than 90 days from the date the Company receives funding in the amount of $1,000,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 50,000 | ||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 25,000 | ||||||||||
Stock Repurchased and Retired During Period, Shares | 2,150,000 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 25,000 | ||||||||||
Subsequent Event [Member] | Chief Operating Officer [Member] | |||||||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 500,000 |