Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 12, 2018 | |
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 | 25,522,996 | |
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, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 1,108 | $ 0 |
Total current assets | 1,108 | 0 |
Total Assets | 1,108 | 0 |
Current liabilities | ||
Accounts payable | 779,756 | 766,356 |
Accrued liabilities | 104,561 | 147,894 |
Due to related parties | 8,503 | 91,066 |
Accrued interest | 60,487 | 50,665 |
Deferred revenue | 1,000 | 0 |
Convertible note payable | 60,000 | 60,000 |
Convertible note payable, in default | 196,270 | 196,270 |
Note payable - related party | 75,000 | 75,000 |
Total current liabilities | 1,285,577 | 1,387,251 |
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, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $0.01 par value, 500,000,000 shares authorized, 24,210,997 and 18,930,874 shares issued and outstanding as of June 30, 2018 and December 31, 2017 | 242,110 | 189,309 |
Additional paid-in capital | 5,068,865 | 4,659,713 |
Stock payable | 62,786 | 39,886 |
Accumulated deficit | (6,658,230) | (6,276,159) |
Total (deficiency in) stockholders' equity | (1,284,469) | (1,387,251) |
Total liabilities and stockholders' equity | $ 1,108 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
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 | 24,210,997 | 18,930,874 |
Common stock, shares outstanding | 24,210,997 | 18,930,874 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
General and administrative | 276,026 | 214,129 | 329,305 | 442,497 |
Total operating expenses | 276,026 | 214,129 | 329,305 | 442,497 |
Net Operating Loss | (276,026) | (214,129) | (329,305) | (442,497) |
Other income (expense): | ||||
Interest expense | (9,505) | (4,911) | (16,666) | (9,822) |
Loss on conversion of accounts payable | (36,100) | 0 | (36,100) | 0 |
Total other expense | (45,605) | (4,911) | (52,766) | (9,822) |
Loss before provision for income taxes | (321,631) | (219,040) | (382,071) | (452,319) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (321,631) | $ (219,040) | $ (382,071) | $ (452,319) |
Net loss per share - basic (in Dollars per share) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.03) |
Net loss per share - diluted (in Dollars per share) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.03) |
Weighted average shares outstanding - basic (in Shares) | 21,702,295 | 18,481,652 | 21,397,055 | 18,222,445 |
Weighted average shares outstanding - diluted (in Shares) | 21,702,295 | 18,481,652 | 21,397,055 | 18,222,445 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (382,071) | $ (452,319) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on conversion of accrued interest | 4,500 | 0 |
Stock based compensation | 47,620 | 185,534 |
Loss on conversion of accrued expenses | 36,100 | 0 |
Changes in assets and liabilities: | ||
Prepaid expenses | 0 | (7,125) |
Accounts payable | 214,597 | 196,218 |
Accrued liabilities | 50,000 | 13,406 |
Deferred revenue | 1,000 | 0 |
Due to related parties | (24,563) | 7,519 |
Accrued interest | 9,822 | 9,822 |
Net cash used in operating activities | (42,995) | (46,945) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advances from related parties | 44,103 | 0 |
Sale of common stock, net of issuance costs | 0 | 47,000 |
Net cash provided by financing activities | 44,103 | 47,000 |
Net increase (decrease) in cash and cash equivalents | 1,108 | 55 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 1,108 | 55 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of debt to common stock | $ 396,633 | $ 32,000 |
Note 1 - Description of Busines
Note 1 - Description of Business | 6 Months Ended |
Jun. 30, 2018 | |
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 and (ii) 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, 2018 | |
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- We generate revenue from licensing and other software services from our web-based software to individuals and retailers of services to the pet care industry. We recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues. 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 June 30, 2018 and December 31, 2017, the Company had 142,653 warrants outstanding and 67,879 options outstanding excluded from calculation of diluted net loss. 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 condensed 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 condensed 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, 2018 | |
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, 2018, the Company had cash of $1,108, current liabilities of $1,285,577, and has incurred a loss from operations. True Nature Holding’s principal operation is the development and deployment of software and systems for the healthcare marketplace. The Company solutions in a) healthcare records, b) the sale of applications in the health and wellness area from 3 rd 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 condensed 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, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 4 – Related Party Transactions Six month ended June 30, 2018: On January 29, 2018, the Company converted outstanding accounts payable due to an investor in the amount of $54,815 for 527,064 restricted shares of the Company’s common stock. The cost to the Company for this issuance is $54,815, based on the closing price on the date of issuance. As the conversion amount equals the share value, no gain or loss was recorded. On January 29, 2018, the Company converted accrued officer compensation in the amount of $93,333 into 897,432 restricted shares of the Company’s common stock. The cost to the Company for this issuance is $93,333, based on the closing price on the date of issuance. As the conversion amount equals the share value, no gain or loss was recorded. On April 23, 2018, the Company issued 600,000 shares of common stock with a value of $48,000 to an investor, and an additional 600,000 shares of common stock with a value of $48,000 to a not for profit entity at the request of the investor due to conversion of $96,000 of accounts payable, no gain or loss was recognized due to stock price matching the amount converted. On April 23, 2018, the Company issued 500,000 shares of common stock to its President, subject to certain vesting conditions: (i) 100,000 shares vest when the President has been employed 90 days from the effective date of the employment agreement; (ii) 100,000 shares vest when the President has been employed one year from the effective date of the employment agreement; (iii) 100,000 shares vest when the President has been employed two years from the effective date of the employment agreement; (iv) 100,000 shares vest when the Company completes a capital raise of $2,000,000; (v) 100,000 shares vest when the Company reports $20,000,000 in gross revenue. The Company valued the shares at the fair market value of $0.10 per share, or a total value of $50,000. During the three months ended June 30, 2018, the total amount of $13,740 was charged to operations pursuant to the various vesting conditions. On June 13, 2018, the Company issued 100,000 shares of common stock with a fair value of $8,380 to its President as a bonus. On June 14, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,000 to its chairman as a bonus. Also on June 14, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,000 to a board member as a bonus. On June 14, 2018, the Company issued to an investor 1,100,000 restricted shares of the Company’s common stock with a fair value of $95,700 for reimbursement of $60,000 of accrued expenses paid on behalf of the Company and for services provided. The Company recognized a loss on conversion of $35,700 due to share price exceeding the value of the stock granted. The Company accrued officer’s compensation during the six months ended June 30, 2018 in the amount of $50,000 and imputed interest expense of $4,500 on a note payable to a related party in the amount of $75,000 (see note 5). Six months ended June 30, 2017: 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 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 (1/3 per year) and achieve certain management objectives to keep all of the shares. The expense to the Company was $15,236 during the six months ended June 30, 2017. On February 7, 2017, the Board appointed one (1) 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 for True Nature Holding, Inc. 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 for True Nature Holding, Inc. 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 TNTY. This action hereby settles all outstanding past debts owed to the Director by TNTY 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 (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 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, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 5 – Debt March 2016 Convertible Note A 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. Upon issuance of the Convertible A Note, the lender was awarded 15,000 restricted common stock as an origination fee which includes 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. On August 10, 2017, the Company issued 25,000 shares of common stock with a fair value of $3,750 for accrued interest through August 1, 2017 in the amount of $7,860. In April 2018, the Company issued 75,000 shares of common stock with a value of $7,500 as consideration for an extension of the term of the loan to July 1, 2018. Accrued interest at June 30, 2018 and December 31, 2017, was $14,460 and $10,860, 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 the Convertible Note A until its 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 price of $1.00 per share, and throughout the duration of the note, the holder has the right to participate in any financing the Company may engage in upon the same terms and conditions 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. There was no amortization of the discount during the six months ended June 30, 2018. May 2016 Convertible Note B 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. Upon issuance of the Convertible Note B, the lender was awarded 24-month warrants to purchase up to 66,666 shares of the Company’s common stock at an exercise price of $2.50 per share. 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 during 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 five-year warrants to acquire up to 4,950 shares post-split of common stock for an exercise price of $20.20 per share. 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, 2018, and December 31, 2017, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of $41,045 and $35,504, respectively. The Series C Debenture 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 five-year warrants to acquire up to 495 shares of common stock for an exercise price of $20.20 per share on a post-split basis. 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, 2018, and December 31, 2017, the carrying value of the Series D Debenture was $11,333 and accrued interest expense of $4,981 and $4,301, respectively. The Series D Debenture 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 condensed 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. July 2017 Note On July 10, 2017, the Company negotiated the reclassification of $75,000 in accounts payable to a loan payable (the “July 2017 Note”). The July 2017 Note is due no later than 90 days after the receipt of a minimum of $1,000,000 of funding. The July 2017 Note bears no interest; however, if it is not paid by the due date, interest will accrue at the rate of 12% per year. During the six months ended June 30, 2018 the Company imputed interest in the amount of $4,500. |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018, the Company had no sales of common stock for cash. 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 at a price of $0.11 per share. Shares for Stock Based Compensation During the six months ending June 30, 2018, the Company issued 800,000 restricted shares of the Company’s common stock at valued $40,120 in exchange for reimbursement of expenses paid on behalf of the Company and for services provided. The value of these shares was based on the closing market price on the respective date of grant. 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 at valued $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. Shares issued for convertible note payable issuance During the six months ending June 30, 2018, the Company issued 75,000 restricted shares of common stock valued at $7,500 for an extension of the term of a note payable. 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 $18,750 that was valued based on the closing market price on the date of the grant. Shares issued for conversion of accounts payable During the six months ending June 30, 2018, the Company issued 4,405,123 shares valued at $432,733 to settle outstanding accounts payable. There was a loss on the transaction of $36,100 because the fair value of the issuance exceeded the fair value of the accounts payable settled. During the six months ending June 30, 2017, the Company issued 228,571 shares valued at $32,000 to settle outstanding accounts payable. There was no gain or loss on the transaction because the fair value of the shares issued equaled the fair value of the accounts payable settled. |
Note 7 - Stock Options
Note 7 - Stock Options | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 7 – Stock Options A summary of options issued, exercised and cancelled are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2017 67,879 $ 21.40 5.17 — Granted — — — — Cancelled — — — — Outstanding at June 30, 2018 67,879 $ 21.40 4.92 — Exercisable at June 30, 2018 67,879 $ 21.40 4.92 — |
Note 8 - Stock Warrants
Note 8 - Stock Warrants | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018 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- Average Remaining Contractual Term Outstanding at December 31, 2017 142,653 $ 17.42 1.00 Granted — — — Expired — — — Outstanding at June 30, 2018 142,653 $ 17.42 0.75 Exercisable at June 30, 2018 142,653 $ 17.42 0.75 |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
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 sought 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. Carlton Fields Jorden Burt, P.A. vs. True Nature Holding, Inc., f/k/a/ Trunity Holdings, Inc. This action was filed on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016 with the intent of collection past due invoices in the aggregate amount of $241,828. The Company believes it has strong defenses against any such action and anticipates a settlement upon completion of certain funding activities. The Company has recorded a liability in the amount of $241,828 on its balance sheet at June 30, 2018. 230 Commerce Way, LLC vs. Trunity, Inc. A former landlord of the Company has filed an action in New Hampshire to collect on rent from a list that existed prior to 2013. In January 2018 this action was settled by the spin out, Trunity, Inc. for a cash payment of $65,000. Trunity, Inc. The spin-out that now owns the former educational software business has been informed that they owe the Company from the obligations of the NCSE settlement, and the costs of the legal action. We intend to take all actions available to us to collect on these amounts. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 10 – Subsequent Events On July 5, 2018, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 1”) in the aggregate principal amount of $38,000. On July 5, 2018, the Company issued the Power Up Note 1; the Power Up Note 1 was funded July 10, 2018. The Company intends to treat this as a bridge financing and believes it will fully repay the obligation and it accrued interest well in advance the execution of any conversion feature that may be provided for in the agreement. The Power Up Note 1 entitles the holder to 12% interest per annum and matures on April 15, 2019. If the Company prepays the Power Up Note 1 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 1, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 1, there shall be no further right of prepayment. If the Company has not paid the obligation fully before 180 days from the date of issuance, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 1, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 1 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. The Power Up Note 1 entitles the holder to 12% interest per annum and matures on April 15, 2019. The Power Up Note 1 was funded on July 10, 2018. On July 5, 2018 the Company was notified by Jim Czirr, one of its Directors, that he was resigning from the Board of Directors. Mr. Czirr is very active in another company, Galectin Therapeutics Inc. (NASDAQ: GALT) and as a result of that commitment he stated he did not have sufficient time to meet the requirements of the Company’s Board of Directors role. There were no disagreements or conflicts between Mr. Czirr and the Company during his tenure. On July 12, 2018, the Company issued 100,000 shares of common stock with a fair value of $7,000 to a consultant for services. On July 12, 2018, the Company issued 30,000 shares of common stock with a fair value of $2,700 to a consultant which was previously accrued to stock payable. On July 12, 2018, the Company issued 250,000 shares of common stock with a fair value of $22,900 to a consultant which was previously accrued to stock payable. On July 24, 2018, the Company issued 312,499 shares of common stock with a fair value of $25,000 to its President for accrued compensation. Also, on July 24, 2018, the Company issued 369,500 shares of common stock with a fair value of $29,560 to its Chief Operating Officer for accrued salary. On July 26, 2018, the Company issued 250,000 shares of common stock with a fair value of $20,000 to a consultant for services. On August 10, 2018, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 2”) in the aggregate principal amount of $33,000. On August 10, 2018, the Company issued the Power Up Note 2; the Power Up Note 2 was funded July 13, 2018. The Company intends to treat this as a bridge financing and believes it will fully repay the obligation and it accrued interest well in advance the execution of any conversion feature that may be provided for in the agreement. The Power Up Note 2 entitles the holder to 12% interest per annum and matures on May 14, 2019. If the Company prepays the Power Up Note 2 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 2, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 2, there shall be no further right of prepayment. If the Company has not paid the obligation fully before 180 days from the date of issuance, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 2, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 2 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. On August 13, 2018, the lender of the March 2016 Convertible Note A agreed to extend the term of this loan to October 31, 2018 for consideration of 75,000 shares of common stock. 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, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Accounting |
Use of Estimates, Policy [Policy Text Block] | 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- We generate revenue from licensing and other software services from our web-based software to individuals and retailers of services to the pet care industry. We recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues. |
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 June 30, 2018 and December 31, 2017, the Company had 142,653 warrants outstanding and 67,879 options outstanding excluded from calculation of diluted net loss. |
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 condensed 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 condensed 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, 2018 | |
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, 2017 67,879 $ 21.40 5.17 — Granted — — — — Cancelled — — — — Outstanding at June 30, 2018 67,879 $ 21.40 4.92 — Exercisable at June 30, 2018 67,879 $ 21.40 4.92 — |
Note 8 - Stock Warrants (Tables
Note 8 - Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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- Average Remaining Contractual Term Outstanding at December 31, 2017 142,653 $ 17.42 1.00 Granted — — — Expired — — — Outstanding at June 30, 2018 142,653 $ 17.42 0.75 Exercisable at June 30, 2018 142,653 $ 17.42 0.75 |
Note 1 - Description of Busin19
Note 1 - Description of Business (Details) - $ / shares | Jan. 16, 2016 | Jun. 30, 2018 | Dec. 31, 2017 |
Disclosure Text Block [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | 1 for 101 | ||
Capital Stock, Share Authorized | 510,000,000 | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 |
Note 2 - Summary of Significa20
Note 2 - Summary of Significant Accounting Policies (Details) - shares | Jan. 16, 2016 | Jun. 30, 2018 | Dec. 31, 2017 |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Stockholders' Equity, Reverse Stock Split | 1 for 101 | ||
Employee Stock Option [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 142,653 | 142,653 | |
Warrant [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 67,879 | 67,879 |
Note 3 - Financial Condition 21
Note 3 - Financial Condition and Going Concern (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 1,108 | $ 0 | $ 55 | $ 0 |
Liabilities, Current | $ 1,285,577 | $ 1,387,251 |
Note 4 - Related Party Transa22
Note 4 - Related Party Transactions (Details) | Jun. 14, 2018USD ($)shares | Jun. 13, 2018USD ($)shares | Apr. 23, 2018USD ($)$ / sharesshares | Jan. 29, 2018USD ($)shares | Aug. 10, 2017USD ($) | Apr. 28, 2017shares | Mar. 08, 2017USD ($)$ / sharesshares | Feb. 14, 2017USD ($)$ / sharesshares | Feb. 07, 2017USD ($)shares | Jan. 25, 2017shares | Jan. 24, 2017USD ($)shares | Jun. 30, 2018USD ($) | Mar. 31, 2017USD ($)shares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($)$ / sharesshares |
Note 4 - Related Party Transactions (Details) [Line Items] | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 60,000 | $ 12,000 | $ 396,633 | $ 32,000 | |||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 85,714 | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 600,000 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 48,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives in order to keep all of the shares | The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives to keep all of the shares. | |||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.30 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,100,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 95,700 | $ 7,860 | |||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (35,700) | ||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures (in Shares) | shares | 100,000 | ||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 30,000 | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 500,000 | 500,000 | 75,000 | ||||||||||||
Allocated Share-based Compensation Expense | $ 15,236 | ||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 11,088 | $ 7,500 | |||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.14 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 583,637 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 109,710 | ||||||||||||||
Officer [Member] | |||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 93,333 | ||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 897,432 | ||||||||||||||
Stock Issued During Period, Value, Other | $ 93,333 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | 50,000 | ||||||||||||||
Interest Expense, Related Party | 4,500 | ||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | $ 75,000 | |||||||||||||
Affiliated Entity [Member] | |||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 96,000 | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 600,000 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 48,000 | ||||||||||||||
President [Member] | |||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares | 100,000 | 500,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | (i) 100,000 shares vest when the President has been employed 90 days from the effective date of the employment agreement; (ii) 100,000 shares vest when the President has been employed one year from the effective date of the employment agreement; (iii) 100,000 shares vest when the President has been employed two years from the effective date of the employment agreement; (iv) 100,000 shares vest when the Company completes a capital raise of $2,000,000; (v) 100,000 shares vest when the Company reports $20,000,000 in gross revenue | ||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 8,380 | $ 50,000 | |||||||||||||
Allocated Share-based Compensation Expense, Net of Tax | $ 13,740 | ||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares | 100,000 | ||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 9,000 | ||||||||||||||
Board Member [Member] | |||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares | 100,000 | ||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 9,000 | ||||||||||||||
Director [Member] | |||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 200,000 | 250,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 22,000 | $ 47,000 | |||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.11 | ||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures (in Shares) | shares | 25,000 | ||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 3,500 | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 100,000 | ||||||||||||||
Number of Board Members | 1 | ||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 11,000 | ||||||||||||||
Director of Corporate Communications [Member] | |||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 500,000 | ||||||||||||||
Allocated Share-based Compensation Expense | $ 48,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures (in Shares) | shares | 400,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | shares | 100,000 | ||||||||||||||
Accounts Payable [Member] | |||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 54,815 | $ 20,000 | |||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 527,064 | 142,857 | 4,405,123 | 228,571 | |||||||||||
Stock Issued During Period, Value, Other | $ 54,815 | $ 20,000 | $ 432,733 | $ 32,000 | |||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.14 | ||||||||||||||
Employment Agreement, Monthly Salary 2017 [Member] | |||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,000 | ||||||||||||||
Shares Issued for Services [Member] | |||||||||||||||
Note 4 - Related Party Transactions (Details) [Line Items] | |||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.14 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 258,637 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 36,210 |
Note 5 - Debt (Details)
Note 5 - Debt (Details) - USD ($) | Jun. 14, 2018 | Aug. 10, 2017 | Jul. 10, 2017 | Feb. 14, 2017 | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 19, 2016 | May 19, 2016 | Mar. 18, 2016 | Nov. 30, 2014 | Aug. 31, 2014 | Apr. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Mar. 08, 2017 |
Note 5 - Debt (Details) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 85,714 | ||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.30 | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 25,000 | ||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 3,750 | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 95,700 | $ 7,860 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,100,000 | ||||||||||||||||
Interest Payable, Current | $ 60,487 | $ 50,665 | |||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 0 | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 60,000 | $ 12,000 | $ 396,633 | $ 32,000 | |||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (35,700) | ||||||||||||||||
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 | ||||||||||||||||
Debt Instrument, Periodic Payment | 451.75 | ||||||||||||||||
Debt Instrument, Unamortized Discount | 22,280 | ||||||||||||||||
Amortization of Debt Discount (Premium) | 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 | ||||||||||||||||
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 | 14,460 | 10,860 | |||||||||||||||
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) | 0 | 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 | ||||||||||||||||
Warrant Term | 24 months | ||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 66,666 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.50 | ||||||||||||||||
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 | ||||||||||||||||
Interest Payable, Current | 41,045 | 35,504 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 20.20 | ||||||||||||||||
Warrant Term | 5 years | ||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 4,950 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 20.20 | ||||||||||||||||
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 | ||||||||||||||||
Warrant Term | 5 years | ||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 495 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 20.20 | ||||||||||||||||
Convertible Debt | $ 11,333 | 11,333 | 11,333 | ||||||||||||||
Interest Payable | 4,981 | $ 4,301 | |||||||||||||||
July 2017 Note [Member] | |||||||||||||||||
Note 5 - Debt (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | ||||||||||||||||
Interest Expense, Debt | $ 4,500 | ||||||||||||||||
Debt Instrument, Maturity Date, Description | The July 2017 Note is due no later than 90 days after the receipt of a minimum of $1,000,000 of funding. | ||||||||||||||||
Extending the Convertible Debt Due Date [Member] | |||||||||||||||||
Note 5 - Debt (Details) [Line Items] | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 7,500 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 75,000 | ||||||||||||||||
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) - USD ($) | Jun. 14, 2018 | Apr. 23, 2018 | Jan. 29, 2018 | Feb. 14, 2017 | Feb. 07, 2017 | Jan. 25, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 08, 2017 |
Note 6 - Stockholders' Deficit (Details) [Line Items] | |||||||||||
Stock Issued During Period, Value, New Issues | $ 48,000 | ||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 600,000 | ||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.30 | ||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 583,637 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 109,710 | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 500,000 | 500,000 | 75,000 | ||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 11,088 | $ 7,500 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,100,000 | ||||||||||
Debt Conversion, Original Debt, Amount | $ 60,000 | $ 12,000 | 396,633 | 32,000 | |||||||
Stock Issued During Period, Shares, Other (in Shares) | 85,714 | ||||||||||
Loss on Conversion of Accounts Payable | $ (36,100) | $ 0 | $ (36,100) | 0 | |||||||
Director [Member] | |||||||||||
Note 6 - Stockholders' Deficit (Details) [Line Items] | |||||||||||
Stock Issued During Period, Value, New Issues | $ 22,000 | $ 47,000 | |||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 200,000 | 250,000 | |||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.11 | $ 0.11 | |||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 100,000 | ||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 11,000 | ||||||||||
Convertible Debt [Member] | |||||||||||
Note 6 - Stockholders' Deficit (Details) [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 15,000 | ||||||||||
Debt Conversion, Original Debt, Amount | $ 18,750 | ||||||||||
Accrued Compensation [Member] | |||||||||||
Note 6 - Stockholders' Deficit (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 800,000 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 40,120 | ||||||||||
Accounts Payable [Member] | |||||||||||
Note 6 - Stockholders' Deficit (Details) [Line Items] | |||||||||||
Debt Conversion, Original Debt, Amount | $ 54,815 | $ 20,000 | |||||||||
Stock Issued During Period, Shares, Other (in Shares) | 527,064 | 142,857 | 4,405,123 | 228,571 | |||||||
Stock Issued During Period, Value, Other | $ 54,815 | $ 20,000 | $ 432,733 | $ 32,000 |
Note 7 - Stock Options (Details
Note 7 - Stock Options (Details) - Share-based Compensation, Stock Options, Activity - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 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 | 4 years 335 days | 5 years 62 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 | 4 years 335 days | |
Options Exercisable, Aggregate Intrinsic Value | $ 0 | |
Options Granted, Shares | 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 (Deta27
Note 8 - Stock Warrants (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 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 | 9 months | 1 year |
Warrants, Exercisable | 142,653 | |
Warrants, Exercisable Weighted-Average Exercise Price | $ 17.42 | |
Warrants, Exercisable Weighted-Average Remaining Contractual Terms | 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 Cont28
Note 9 - Commitments and Contingencies (Details) - USD ($) | May 18, 2017 | Nov. 04, 2016 | Sep. 23, 2016 | Dec. 16, 2015 | Jan. 31, 2018 | Jun. 30, 2018 |
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 | $ 241,828 | $ 177,270 | ||||
Loss Contingency, Damages Awarded, Value | $ 75,000 | $ 48,500 | ||||
Settlement Liabilities, Current | $ 75,000 | |||||
Estimated Litigation Liability, Current | $ 241,828 | |||||
Litigation Settlement, Expense | $ 65,000 |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details) - USD ($) | Aug. 13, 2018 | Jul. 26, 2018 | Jul. 24, 2018 | Jul. 12, 2018 | Jul. 05, 2018 | Jun. 13, 2018 | Apr. 23, 2018 | Feb. 14, 2017 | Sep. 19, 2016 | Mar. 18, 2016 | Jun. 30, 2017 |
Note 10 - Subsequent Events (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 583,637 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 109,710 | ||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 85,714 | ||||||||||
President [Member] | |||||||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | 100,000 | 500,000 | |||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 8,380 | $ 50,000 | |||||||||
Convertible Note A [Member] | |||||||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 60,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 15,000 | 15,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 33,000 | $ 38,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||||||
Debt Instrument, Maturity Date | May 14, 2019 | Apr. 15, 2019 | |||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 2 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 2, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 2, there shall be no further right of prepayment | If the Company prepays the Power Up Note 1 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 1, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 1, there shall be no further right of prepayment | |||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | If the Company has not paid the obligation fully before 180 days from the date of issuance, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 2, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 2 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | If the Company has not paid the obligation fully before 180 days from the date of issuance, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 1, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 1 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | |||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 250,000 | 100,000 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 20,000 | $ 7,000 | |||||||||
Subsequent Event [Member] | President [Member] | |||||||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | 312,499 | ||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 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 (in Shares) | 369,500 | ||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 29,560 | ||||||||||
Subsequent Event [Member] | Convertible Note A [Member] | |||||||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||||||
Debt Instrument, Maturity Date | Oct. 31, 2018 | ||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 75,000 | ||||||||||
Shares Issued for Services [Member] | |||||||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 258,637 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 36,210 | ||||||||||
Shares Issued for Services [Member] | Subsequent Event [Member] | |||||||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 30,000 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 2,700 | ||||||||||
Shares Issued for Services [Member] | Subsequent Event [Member] | |||||||||||
Note 10 - Subsequent Events (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 250,000 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 22,900 |