Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 13, 2019 | |
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 | 33,316,861 | |
Amendment Flag | false | |
Entity Central Index Key | 0000802257 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 9,141 | $ 1,304 |
Prepaid expenses | 0 | 2,500 |
Total current assets | 9,141 | 3,804 |
Total Assets | 9,141 | 3,804 |
Current liabilities | ||
Accounts payable | 800,605 | 794,466 |
Accrued liabilities | 131,289 | 117,085 |
Due to related parties | 61,037 | 13,948 |
Accrued interest | 72,371 | 60,381 |
Notes payable | 30,000 | 30,000 |
Convertible notes payable, net of discount of $67,631 and $86,520 | 328,256 | 247,590 |
Convertible note payable, in default | 196,270 | 196,270 |
Note payable, related party - current portion | 198,000 | 75,000 |
Total current liabilities | 1,817,828 | 1,534,740 |
Notes payable, related party - non current portion | 0 | 123,000 |
Total Liabilities | 1,817,828 | 1,657,740 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Preferred stock, $0.01 par value, 100,000,000 shares authorized, no shares issued or outstanding as of March 31, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.01 par value, 500,000,000 shares authorized, 33,316,861 and 31,598,236 shares issued and outstanding as of March 31, 2019 and December 31, 2018 | 333,168 | 315,982 |
Additional paid-in capital | 5,993,643 | 5,684,208 |
Stock payable | 37,186 | 37,186 |
Accumulated deficit | (8,172,684) | (7,691,312) |
Total (deficiency in) stockholders' equity | (1,808,687) | (1,653,936) |
Total liabilities and stockholders' equity | $ 9,141 | $ 3,804 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Convertible notes payable, discount (in Dollars) | $ 67,631 | $ 86,520 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
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 | 33,316,861 | 31,598,236 |
Common stock, shares outstanding | 33,316,861 | 31,598,236 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 0 | $ 0 |
Operating expenses: | ||
General and administrative | 221,251 | 53,279 |
Total operating expenses | 221,251 | 53,279 |
Net Operating Loss | (221,251) | (53,279) |
Other income (expense): | ||
Interest expense | (160,397) | (7,161) |
Gain (loss) on conversion of notes | (99,724) | 0 |
Total other expense | (260,121) | (7,161) |
Loss before provision for income taxes | (481,372) | (60,440) |
Provision for income taxes | 0 | 0 |
Net loss | $ (481,372) | $ (60,440) |
Net loss per share - basic (in Dollars per share) | $ (0.02) | $ 0 |
Net loss per share - diluted (in Dollars per share) | $ (0.02) | $ 0 |
Weighted average shares outstanding - basic (in Shares) | 31,714,079 | 20,222,124 |
Weighted average shares outstanding - diluted (in Shares) | 31,714,079 | 20,222,124 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Total |
Balance, at Dec. 31, 2017 | $ 189,309 | $ 4,659,713 | $ 39,886 | $ (6,276,159) | $ (1,387,251) |
Balance, (in Shares) at Dec. 31, 2017 | 18,930,874 | ||||
Stock issued for services | $ 306 | 2,879 | $ 3,185 | ||
Stock issued for services (in Shares) | 30,628 | 30,628 | |||
Stock issued for accrued compensation | $ 13,474 | 126,659 | $ 140,133 | ||
Stock issued for accrued compensation (in Shares) | 1,347,431 | 1,347,431 | |||
Stock issue for conversion | $ 5,271 | 49,544 | $ 54,815 | ||
Stock issue for conversion (in Shares) | 527,064 | ||||
Discount on notes payable due to conversion feature | 0 | ||||
Imputed interest | 2,250 | 2,250 | |||
Net loss for the period | (60,440) | (60,440) | |||
Balance, at Mar. 31, 2018 | $ 208,360 | 4,841,045 | 39,886 | (6,336,599) | (1,247,308) |
Balance, (in Shares) at Mar. 31, 2018 | 20,835,997 | ||||
Balance, at Dec. 31, 2018 | $ 315,982 | 5,684,208 | 37,186 | (7,691,312) | $ (1,653,936) |
Balance, (in Shares) at Dec. 31, 2018 | 31,598,236 | 31,598,236 | |||
Stock issued for services | $ 2,000 | 18,355 | $ 20,355 | ||
Stock issued for services (in Shares) | 200,000 | ||||
Stock issue for conversion | $ 19,186 | 170,798 | 189,984 | ||
Stock issue for conversion (in Shares) | 1,918,625 | ||||
Discount on notes payable due to conversion feature | 79,532 | 79,532 | |||
Discount on notes payable due to warrants | 34,500 | 34,500 | |||
Cancellation of shares | $ (4,000) | 4,000 | |||
Cancellation of shares (in Shares) | (400,000) | ||||
Imputed interest | 2,250 | 2,250 | |||
Net loss for the period | (481,372) | (481,372) | |||
Balance, at Mar. 31, 2019 | $ 333,168 | $ 5,993,643 | $ 37,186 | $ (8,172,684) | $ (1,808,687) |
Balance, (in Shares) at Mar. 31, 2019 | 33,316,861 | 33,316,861 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (481,372) | $ (60,440) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on conversion of payables to stock | 99,724 | 0 |
Imputed interest | 2,250 | 2,250 |
Amortization of discount on notes payable | 121,434 | 0 |
Stock based compensation | 20,355 | 0 |
Changes in assets and liabilities: | ||
Prepaid expenses | 2,500 | 0 |
Accounts payable | 6,139 | 52,842 |
Accrued liabilities | 14,204 | 25,000 |
Due to related parties | 47,089 | (24,563) |
Accrued interest | 16,250 | 4,911 |
Net cash provided by (used in) operating activities | (151,427) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable, net of payments to vendors | 169,500 | 0 |
Principal payments on notes payable | (10,236) | 0 |
Net cash provided by financing activities | 159,264 | 0 |
Net increase (decrease) in cash and cash equivalents | 7,837 | 0 |
Cash and cash equivalents at beginning of period | 1,304 | 0 |
Cash and cash equivalents at end of period | 9,141 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 2,236 | 0 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for satisfaction of payables | 0 | 198,133 |
Par value of shares returned for cancellation | 4,000 | 0 |
Shares issued for debt conversion | 90,200 | 0 |
Discount due to warrants | 34,500 | 0 |
Beneficial conversion feature | $ 79,532 | $ 0 |
Note 1 - Description of Busines
Note 1 - Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 – Description of Business Company Overview True Nature Holding, Inc. (the “Company,” “we,” “us,” or “our”), previously known as Trunity Holdings, Inc., a Delaware corporation, became a publicly-traded company through a reverse triangular merger with Brain Tree International, Inc., a Utah corporation (“BTI”). Trunity Holdings, Inc. was the parent company of our educational business, named Trunity, Inc., which was formed on July 28, 2009 through the acquisition of certain intellectual property from its three founders. On December 9, 2015 the Company made a decision to restructure Trunity Holdings, Inc., having acquired Newco4pharmacy, LLC, a development stage business aimed at a roll-up of compounding pharmacy businesses. As a part of such restructuring, we competed a “spin out” transaction of our educational business line to our shareholders as of December 31, 2015. Our business during 2018, and now going into 2019 is focused in the area of software and solutions, predominantly in the healthcare sector, generally described as the healthcare information and technology (HCIT) market. We announced plans for a personal healthcare records (PHR) application, SimpleHIPAA, which will allow individuals to track their personal healthcare information. This type of application is intended to include information from the individual, as well as data from healthcare providers extracted from their electronic healthcare records (EHR) systems. Data from individuals might include manual input or from personal devices such as watches, activity trackers and diagnostic devices such as glucose meters or blood pressure measuring devices. Information from healthcare providers might include data gathered from regular doctor visits, specialized care, or even a simple as prescription information from a pharmacy. While this project continues, we are also evaluating other applications, generally, but not exclusively in the healthcare area. We believe that new technologies such as voice recognition, virtual reality and robotics will all provide excellent vehicles to update traditional information management systems and will find quick acceptance in the healthcare field as well as other large and more traditional markets. We believe the need for compliance in other industries, similar to the need in healthcare for HIPAA and data security represents opportunity for growth over and above our healthcare efforts. Within the healthcare arena one of the most active areas involves software that provides “interoperability”, the interfacing of systems and data so that information may be shared effectively. We believe there will be many opportunities in this application area, as older systems are integrated with newer, or more specialized systems, but we have not taken any actions in pursuit of these opportunities and no guarantee can be made if we enter this space, that we will be successful. These same needs exist in other market areas and we may consider applications for these markets as well as our healthcare efforts. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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 – Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. 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 September 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019, the Company had cash of $9,141, current liabilities of $1,817,828, 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 | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 4 – Related Party Transactions Three months ended March 31, 2019: On March 11, 2019, the Company issued 100,000 shares of common stock to its President as compensation, and charged the fair value in the amount of $8,740 to operations. On March 11, 2019, the Company issued 100,000 shares of common stock to a board member as compensation, and charged the fair value in the amount of $8,740 to operations. During the three months ended March 31, 2019, the Company accrued the amount of $2,875 in connection with the vested portion of a common stock award granted to its President. At March 31, 2019, the Company has the following amounts due to related parties: ● Due to shareholders for accounts payable paid on behalf of the Company and accrued interest: $61,037 ● Note payable in the amount of $75,000 related to reclassification of accounts payable (see note 5, “July 2017 Note”) ● Note payable in the amount of $65,000 related to consulting services provided (see note 5, “Consulting Services Note”) ● Note payable in the amount of $58,000 related to accounts payable paid on behalf of the Company (see note 5, “Trade Payables Note”) Three months ended March 31, 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. The Company accrued officers compensation to during the three months ended March 31, 2018 in the amount of $25,000 and imputed interest expense of $2,250 on a note payable to a related party in the amount of $75,000 (see note 5). |
Note 5 - Debt
Note 5 - Debt | 3 Months Ended |
Mar. 31, 2019 | |
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, and on August 13, 2018, the Company issued an additional 75,000 shares of common stock with a value of $6,750 for an extension of the term of the loan to October 31, 2018. During the three months ended March 31, 2019, the lender converted principal in the amount of $15,000 into 120,000 shares of common stock. The Company recorded a loss in the amount of $5,640 on this conversion. The Company accrued interest in the amount of $1,554 on this note during the three months ended March 31, 2019. At March 31, 2019, the principal amount of the March 2016 Convertible Note A was $45,000 and accrued interest was $3,003. 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 three months ended March 31, 2019. 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. The Company accrued interest in the amount of $2,771 on the Series C debenture during the three months ended March 31, 2019. As of March 31, 2019, the carrying value of this Series C Debenture was $110,833 and accrued interest was $49,358. 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. The Company accrued interest in the amount of $340 on the Convertible D Debentures during the three months ended March 31, 2019. As of March 31, 2019, the carrying value of the Series D Debenture was $11,333 and accrued interest was $6,001. 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. As of March 31, 2019, the carrying value of this short-term loan was $74,104. 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 three months ended March 31, 2019, the Company imputed interest in the amount of $2,250 on the July 2017 Note. July 2018 RU Promissory Note On July 26, 2018, the Company entered into an agreement with Resources Unlimited NW LLC (“RU”) pursuant to which RU provides business development services to the Company for a period of six months. As compensation for these services, the Company issued RU 250,000 shares of common stock with a fair value of $20,000 and a six month note payable in the amount of $30,000 (the “RU Note”). The RU Note bears interest at the rate of 12% per year; principal and interest are due on January 26, 2019. During the three months ended March 31, 2019, the Company accrued interest in the amount of $907 on the RU Note. At March 31, 2019, the carrying value of the RU Note was $30,000 and accrued interest was $1,568. Power Up Note 1 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. The Power Up Note entitles the holder to 12% interest per annum and matures on April 15, 2019. Under the Power Up Note 1, 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, but no lower than $0.00006 (fixed price floor), 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. On January 1, 2019, the Power Up Note 1 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $9,032; $9,032 of this amount was charged to interest expense during the three months ended March 31, 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. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 1; $1,204 of this amount was charged to interest during the three months ended March 31, 2019. During the three months ended March 31, 2019, the Company recorded a discount on the Power Up Note 1 in the amount of $9,032 in connection with a beneficial conversion feature; this amount was charged to operations during the three months ended March 31, 2019. During the year ended December 31, 2018, the Company paid principal and accrued interest in the amount of $27,764 and $2,236, respectively, on the Power Up Note 1. During the three months ended March 31, 2019, the Company paid the remaining principal and accrued interest in the amount of $10,236 and $58, respectively, along with a prepayment penalty in the amount of $16,072 on the Power Up Note 1. The Company accrued interest in the amount of $58 on the Power Up Note 1 during the three months ended March 31, 2019. Power Up Note 2 On August 10, 2018, the Company entered into a Securities Purchase Agreement with Power Up 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. The Power Up Note 2 entitles the holder to 12% interest per annum and matures on May 14, 2019. Under the Power Up Note 2, 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, but no lower than $0.00006 (fixed price floor), 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 February 5, 2019, the Power Up Note 2 became convertible; there was no discount associated with the conversion feature of Power Up Note 2. 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, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 2; $1,530 was amortized to interest expense during the three months ended March 31, 2019. During the three months ended March 31, 2019. the Company also recorded a discount to the Power Up Note 2 in the amount of $32,500 related to a beneficial conversion feature; this amount was charged to operations during the three months ended March 31, 2019. During the three months ended March 31, 2019, principal and accrued interest in the amount of $33,000 and $1,980, respectively, were converted into a total pf 624,993 shares of the Company’s common stock. The Company recognized a loss in the amount of $40,180 on these conversions which was charged to operations during the three months ended March 31, 2019. The Company accrued interest in the amount of $418 on the Power Up Note 2 during the three months ended March 31, 2019. Power Up Note 3 On September 18, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 3”) in the aggregate principal amount of $38,000. The Power Up Note 3 entitles the holder to 12% interest per annum and matures on June 30, 2019. Under the Power Up Note 3, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, 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, but no lower than $0.00006 (fixed price floor), provided, however, that Power Up may not convert the Power Up Note 3 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 March 17, 2019, the Power Up Note 3 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $38,000; $38,000 of this amount was charged to interest expense during the three months ended March 31, 2019. If the Company prepays the Power Up Note 3 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 3, 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 3, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 3; $1,906 was amortized to interest expense during the three months ended March 31, 2019. During the three months ended March 31, 2019, principal and accrued interest in the amount of $33,000 and $2,280, respectively, were converted into a total of 1,173,632 shares of the Company’s common stock. The Company recognized a loss in the amount of $53,904 on these conversions which was charged to operations during the three months ended March 31, 2019. The Company accrued interest in the amount of $1,592 on Power Up Note 3 during the three months ended March 31, 2019. Power Up Note 4 On November 9, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 4”) in the aggregate principal amount of $33,000. The Power Up Note 4 entitles the holder to 12% interest per annum and matures on August 31, 2019. Under the Power Up Note 4, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 4 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 4, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 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 4 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 prepays the Power Up Note 4 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 4, 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 4, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 4; $918 was amortized to interest expense during the three months ended March 31, 2019. The Company accrued interest in the amount of $976 on Power Up Note 4 during the three months ended March 31, 2019. Auctus Note On November 26, 2018, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”) pursuant to which Auctus agreed to purchase a convertible promissory note (the “Auctus Note”) in the principal amount of $125,000. The Auctus Note entitles the holder to 12% interest per annum and matures on August 26, 2019. Under the Auctus Note, Auctus may convert all or a portion of the outstanding principal of the Auctus Note into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Auctus Note, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Auctus may not convert the Auctus Note to the extent that such conversion would result in beneficial ownership by Auctus and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Auctus Note within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Auctus Note, then such redemption premium is 150%. After the 180th day following the issuance of the Auctus Note, there shall be no further right of prepayment. In connection with the Auctus Note, the Company issued five year warrants to purchase 625,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $33,716, and recorded this amount as a discount to the Auctus Note; $13,053 of this amount was amortized to interest expense during the three months ended March 31, 2019. The Company also recorded an original issue discount in the amount of $13,500 in connection with the Auctus Note; $4,451 was amortized to interest expense during the year ended three months ended March 31, 2019. The Company accrued interest in the amount of $3,399 on the Auctus Note during the three months ended March 31, 2019. Crown Bridge Note 1 On December 19, 2018, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC (“Crown Bridge”) pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 1”) in the principal amount of $40,000. The Crown Bridge Note 1 entitles the holder to 12% interest per annum and matures on September 19, 2019. Under the Crown Bridge Note 1, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 1, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 1 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Crown Bridge Note 1 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 1, then such redemption premium is 150%. After the 180th day following the issuance of the Crown Bridge Note 1, there shall be no further right of prepayment. In connection with the Crown Bridge Note 1, the Company issued five year warrants to purchase 400,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $34,500, and recorded this amount as a discount to the Crown Bridge Note 1; $11,332 of this amount was amortized to interest expense during the three months ended March 31, 2019. The Company also recorded an original issue discount in the amount of $5,500 in connection with the Crown Bridge Note 1; $1,807 was amortized to interest expense during the three months ended March 31, 2019. The Company accrued interest in the amount of $1,184 on the Crown Bridge Note 1 during the three months ended March 31, 2019. Consulting Services Note On December 31, 2018, the Company entered into a note payable agreement with an investor for consulting services performed on behalf of the Company in the amount of $65,000 (the “Consulting Services Note”). The Consulting Services Note matures on March 21, 2020, and bears interest at the rate of 12% per annum. The Company recorded $1,923 in interest on the Consulting Services Note during the three months ended March 31, 2019. Trade Payables Note On December 31, 2018, the Company entered into a note payable agreement with an investor for payments of trade accounts payable made by the investor on behalf of the Company in the amount of $58,000 (the “Trade Payables Note”). The Trade Payables Note matures on March 21, 2020, and bears interest at the rate of 12% per annum. The Company recorded $19 in interest on the Trade Payables Note during the three months ended March 31, 2019. Power Up Note 5 On January 2, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 5”) in the aggregate principal amount of $53,000. The Power Up Note 5 entitles the holder to 12% interest per annum and matures on October 31, 2019. Under the Power Up Note 5, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 5 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 5, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 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 5 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 prepays the Power Up Note 5 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 5, 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 5, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 5; $1,100 was amortized to interest expense during the three months ended March 31, 2019. The Company accrued interest in the amount of $1,533 on Power Up Note 5 during the three months ended March 31, 2019. Power Up Note 6 On February 11, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 6”) in the aggregate principal amount of $48,000. The Power Up Note 6 entitles the holder to 12% interest per annum and matures on November 30, 2019. Under the Power Up Note 6, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 6 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 6, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 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 6 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 prepays the Power Up Note 6 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 6, 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 6, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 6; $552 was amortized to interest expense during the three months ended March 31, 2019. The Company accrued interest in the amount of $757 on Power Up Note 6 during the three months ended March 31, 2019. Crown Bridge Note 2 On March 4, 2019, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC (“Crown Bridge”) pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 2”) in the principal amount of $40,000. The Crown Bridge Note 2 entitles the holder to 12% interest per annum and matures on December 4, 2019. Under the Crown Bridge Note 2, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 2, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 2 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Crown Bridge Note 2 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 2, then such redemption premium is 150%. After the 180th day following the issuance of the Crown Bridge Note 2, there shall be no further right of prepayment. In connection with the Crown Bridge Note 2, the Company issued five year warrants to purchase 400,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $34,500, and recorded this amount as a discount to the Crown Bridge Note 2; $3,387 of this amount was amortized to interest expense during the three months ended March 31, 2019. The Company also recorded an original issue discount in the amount of $5,500 in connection with the Crown Bridge Note 2; $540 was amortized to interest expense during the three months ended March 31, 2019. The Company accrued interest in the amount of $368 on the Crown Bridge Note 21 during the three months ended March 31, 2019. Power Up Note 7 On March 18, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 7”) in the aggregate principal amount of $43,000. The Power Up Note 7 entitles the holder to 12% interest per annum and matures on January 30, 2020. Under the Power Up Note 7, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 7 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 7, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 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 7 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 prepays the Power Up Note 7 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 6, 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 6, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 7; $123 was amortized to interest expense during the three months ended March 31, 2019. The Company accrued interest in the amount of $170 on Power Up Note 7 during the three months ended March 31, 2019. |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 6 – Stockholders’ Deficit Shares for Stock Based Compensation During the three months ending March 31, 2019, the Company issued 200,000 restricted shares of the Company’s common stock at valued $17,480 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. Also during the three months ended March 31, 2019, the Company charged the amount of $2,875 to additional paid-in capital in connection with the vesting of stock granted to its President. During the three months ending March 31, 2018, the Company issued 1,347,431 restricted shares of the Company’s common stock at valued $140,133 in exchange for accrued compensation The value of these shares was based on the closing market price on the respective date of grant. The Company also issued 30,628 restricted shares of the Company’s common stock valued at $3,185 in exchange for services conducted on behalf of the Company. Stock-based compensation expenses are included in general and administrative expenses on the condensed consolidated statements of operations. Shares issued for convertible note payable issuance During the three months ended March 31, 2019, the Company issued, in seven transactions, a total of 1,918,625 shares in connection with the conversion of notes payable principal and accrued interest in the aggregate amount of $86,000 and $4,260, respectively; a loss in the aggregate amount of $99,724 was recognized on these transactions (see note 5). During the three months ending March 31, 2018, the Company did not issue any shares related to a convertible note payable. Shares issued for conversion of accounts payable During the three months ending March 31, 2019, the Company did not issue any shares related to conversion of accounts payable. During the three months ending March 31, 2018, the Company issued 527,064 shares valued at $54,815 to settle outstanding accounts payable. There was no gain or loss on the transaction because the fair value of the shares issued equaled the fair value of the accounts payable settled. Stock returned for cancellation During the three months ended March 31, 2019, the Company cancelled 400,000 shares of common stock issued to a former executive officer. During the three months ended March 31, 2018. there were no cancellations of common stock. |
Note 7 - Stock Options
Note 7 - Stock Options | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement [Text Block] | Note 7 – Stock Options A summary of options issued, exercised and cancelled are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2017 67,879 $ 21.40 5.17 $ - Granted - - - - Cancelled - - - - Outstanding at December 31, 2018 67,879 $ 21.40 4.17 - Granted - - - - Cancelled - - - - Outstanding at March 31, 2019 67,879 $ 21.40 3.92 $ - Exercisable at March 31, 2019 67,879 $ 21.40 3.92 $ - |
Note 8 - Stock Warrants
Note 8 - Stock Warrants | 3 Months Ended |
Mar. 31, 2019 | |
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 one for 101 stock split due to the spin-out and restructuring plan as authorized. All warrants outstanding as of March 31, 2019 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 1,025,000 0.10 4.93 Expired — — — Outstanding at December 31, 2018 1,167,653 $ 2.18 4.36 Granted 400,000 0.10 4.93 Expired (142,653 ) 17.42 - Outstanding at March 31, 2019 1,425,000 $ 0.10 4.75 Exercisable at March 31, 2019 1,425,000 $ 0.10 4.75 |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
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. 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 December 31, 2018. 230 Commerce Way, LLC 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. Randstad General Partner (US) LLC D/B/A Tatum A former service provider of the Company has filed an action in Georgia to collect the amount of $44,365 for services provided to the Company. On October 18, 2018, the Superior Court of Fulton County, State of George issued an Order & Final Judgment against the Company in the amount of $44,365 plus an additional $11,001 of accrued interest. The Company has accrued the amount of $55,366 on its balance sheet at March 31. 2019 in connection with this claim. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 10 – Subsequent Events In April 2019, the Company received funds of approximately $50,000 pursuant to Power Up Note 8. Power Up Note 8 is a convertible promissory note in the amount of $53,000 with an original issue discount of $3,000. Power Up Note 8 is due January 30, 2020. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 [Policy Text Block] | Revenue Recognition – Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. |
Share-based Payment Arrangement [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 September 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) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, 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 December 31, 2018 67,879 $ 21.40 4.17 - Granted - - - - Cancelled - - - - Outstanding at March 31, 2019 67,879 $ 21.40 3.92 $ - Exercisable at March 31, 2019 67,879 $ 21.40 3.92 $ - |
Note 8 - Stock Warrants (Tables
Note 8 - Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 1,025,000 0.10 4.93 Expired — — — Outstanding at December 31, 2018 1,167,653 $ 2.18 4.36 Granted 400,000 0.10 4.93 Expired (142,653 ) 17.42 - Outstanding at March 31, 2019 1,425,000 $ 0.10 4.75 Exercisable at March 31, 2019 1,425,000 $ 0.10 4.75 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Details) - shares | Jan. 16, 2016 | Mar. 31, 2019 | Dec. 31, 2018 |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Stockholders' Equity, Reverse Stock Split | one for 101 | ||
Warrant [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 142,653 | 67,879 |
Note 3 - Financial Condition _2
Note 3 - Financial Condition and Going Concern (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 9,141 | $ 1,304 | $ 0 | $ 0 |
Liabilities, Current | $ 1,817,828 | $ 1,534,740 |
Note 4 - Related Party Transa_2
Note 4 - Related Party Transactions (Details) - USD ($) | Mar. 11, 2019 | Jan. 29, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jul. 10, 2017 |
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 30,628 | |||||
Stock Issued During Period, Value, Issued for Services | $ 20,355 | $ 3,185 | ||||
APIC, Share-based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition | 2,875 | |||||
Due to Officers or Stockholders, Current | 61,037 | |||||
Accounts Payable, Related Parties | 58,000 | |||||
President [Member] | ||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 100,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 8,740 | |||||
Board Member [Member] | ||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 100,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 8,740 | |||||
Officer [Member] | ||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||
Debt Conversion, Original Debt, Amount | $ 93,333 | |||||
Increase (Decrease) in Accrued Salaries | 25,000 | |||||
Interest Expense, Related Party | 2,250 | |||||
Debt Instrument, Face Amount | $ 75,000 | |||||
Officer [Member] | Restricted Stock [Member] | ||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 897,432 | |||||
Debt Conversion, Converted Instrument, Amount | $ 93,333 | |||||
July 2017 Note [Member] | ||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||
Notes Payable, Related Parties | 75,000 | |||||
Debt Instrument, Face Amount | $ 75,000 | |||||
ConsultingServices Note [Member] | ||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||
Notes Payable, Related Parties | 65,000 | |||||
Debt Instrument, Face Amount | $ 65,000 | |||||
Accounts Payable [Member] | ||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||
Debt Conversion, Original Debt, Amount | $ 54,815 | $ 54,815 | ||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 527,064 | |||||
Accounts Payable [Member] | Restricted Stock [Member] | ||||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 527,064 | |||||
Debt Conversion, Converted Instrument, Amount | $ 54,815 |
Note 5 - Debt (Details)
Note 5 - Debt (Details) - USD ($) | Mar. 18, 2019 | Mar. 17, 2019 | Mar. 04, 2019 | Feb. 11, 2019 | Jan. 02, 2019 | Jan. 01, 2019 | Dec. 19, 2018 | Nov. 26, 2018 | Nov. 09, 2018 | Sep. 18, 2018 | Aug. 13, 2018 | Aug. 10, 2018 | Jul. 26, 2018 | Jul. 05, 2018 | Aug. 10, 2017 | Jul. 10, 2017 | Dec. 30, 2016 | Sep. 19, 2016 | Mar. 18, 2016 | Nov. 30, 2014 | Aug. 31, 2014 | Apr. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2016 |
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 189,984 | $ 54,815 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 67,631 | $ 86,520 | ||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 79,532 | 0 | ||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 121,434 | $ 0 | ||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 400,000 | 1,025,000 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 30,628 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 20,355 | $ 3,185 | ||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.00006 | |||||||||||||||||||||||||
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, Restricted Stock Award, Gross (in Shares) | 15,000 | 15,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.30 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 4,050 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 25,000 | 120,000 | ||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 3,750 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Type of Debt | accrued interest | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,860 | $ 15,000 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 75,000 | 75,000 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 6,750 | $ 7,500 | ||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 5,640 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 1,554 | |||||||||||||||||||||||||
Convertible Notes Payable | 45,000 | |||||||||||||||||||||||||
Interest Payable | 3,003 | |||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,000 | |||||||||||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | first of each month commencing the month | |||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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. | |||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
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, Increase, Accrued Interest | 2,771 | |||||||||||||||||||||||||
Interest Payable | 49,358 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 20.20 | |||||||||||||||||||||||||
Convertible Debt | $ 110,833 | 110,833 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
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, Increase, Accrued Interest | 340 | |||||||||||||||||||||||||
Interest Payable | 6,001 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 16.67 | |||||||||||||||||||||||||
Convertible Debt | $ 11,333 | 11,333 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
July 2017 Note [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | |||||||||||||||||||||||||
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. | |||||||||||||||||||||||||
Interest Expense, Debt | 2,250 | |||||||||||||||||||||||||
July 2018 RU Note [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 30,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 907 | |||||||||||||||||||||||||
Interest Payable | 1,568 | |||||||||||||||||||||||||
Debt Instrument, Term | 6 months | |||||||||||||||||||||||||
Notes Payable | 30,000 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 250,000 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 20,000 | |||||||||||||||||||||||||
Power Up Note 1 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 38,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 58 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 1, 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, but no lower than $0.00006 (fixed price floor), 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 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.00006 | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,000 | 9,032 | ||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 9,032 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 1,204 | |||||||||||||||||||||||||
Debt Instrument, Fee Amount | 16,072 | |||||||||||||||||||||||||
Interest Expense, Debt | $ 9,032 | |||||||||||||||||||||||||
Debt Instrument, Payment Terms | 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, Fee | prepayment penalty | |||||||||||||||||||||||||
Power Up Note 2 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 33,000 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 624,993 | |||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (40,180) | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 418 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 2, 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, but no lower than $0.00006 (fixed price floor), 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 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.00006 | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 32,500 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 1,530 | |||||||||||||||||||||||||
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, there shall be no further right of prepayment | |||||||||||||||||||||||||
Power Up Note 3 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 38,000 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 1,173,632 | |||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | (53,904) | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 1,592 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 3, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, 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, but no lower than $0.00006 (fixed price floor), provided, however, that Power Up may not convert the Power Up Note 3 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 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.00006 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 38,000 | $ 3,000 | ||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 38,000 | 1,906 | ||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 3 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 3, 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 3, there shall be no further right of prepayment | |||||||||||||||||||||||||
Power Up Note 4 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 33,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 976 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 3, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, 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, but no lower than $0.00006 (fixed price floor), provided, however, that Power Up may not convert the Power Up Note 3 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 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 918 | |||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 4 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 4, 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 4, there shall be no further right of prepayment. | |||||||||||||||||||||||||
Power Up Note 5 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 53,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 1,533 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, 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, but no lower than $0.00006 (fixed price floor), provided, however, that Power Up may not convert the Power Up Note 3 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. | |||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 1,100 | |||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 5 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 5, 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 5, there shall be no further right of prepayment | |||||||||||||||||||||||||
Power Up Note 5 [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.00006 | |||||||||||||||||||||||||
Power Up Note 6 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 48,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 757 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, 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, but no lower than $0.00006 (fixed price floor), provided, however, that Power Up may not convert the Power Up Note 3 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. | |||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 552 | |||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 6 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 6, 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 6, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 6; $552 was amortized to interest expense during the three months ended March 31, 2019. The Company accrued interest in the amount of $757 on Power Up Note 6 during the three months ended March 31, 2019.Crown Bridge Note 2On March 4, 2019, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC (“Crown Bridge”) pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 2”) in the principal amount of $40,000. The Crown Bridge Note 2 entitles the holder to 12% interest per annum and matures on December 4, 2019.  Under the Crown Bridge Note 2, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 2, at a price equal to the higher of the variable conversion price or $0.00006 per share.  The variable conversion price  shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 2 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Crown Bridge Note 2 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 2, then such redemption premium is 150%. After the 180th day following the issuance of the Crown Bridge Note 2, there shall be no further right of prepayment. In connection with the Crown Bridge Note 2, the Company issued five year warrants to purchase 400,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $34,500, and recorded this amount as a discount to the Crown Bridge Note 2; $3,387 of this amount was amortized to interest expense during the three months ended March 31, 2019. The Company also recorded an original issue discount in the amount of $5,500 in connection with the Crown Bridge Note 2; $540 was amortized to interest expense during the three months ended March 31, 2019. The Company accrued interest in the amount of $368 on the Crown Bridge Note 21 during the three months ended March 31, 2019.Power Up Note 7On March 18, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 7”) in the aggregate principal amount of $43,000. The Power Up Note 7 entitles the holder to 12% interest per annum and matures on January 30, 2020.  Under the Power Up Note 7, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 7 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 7, at a price equal to the higher of the variable conversion price or $0.00006 per share.  The variable conversion price  shall mean 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 7 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 prepays the Power Up Note 7 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 6, 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 6, there shall be no further right of prepayment. | |||||||||||||||||||||||||
Power Up Note 6 [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.00006 | |||||||||||||||||||||||||
Autus Note [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 125,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 3,399 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature |   The variable conversion price  shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Auctus may not convert the Auctus Note to the extent that such conversion would result in beneficial ownership by Auctus and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | |||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 13,500 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 4,451 | |||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 625,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.10 | |||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Auctus Note within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Auctus Note, then such redemption premium is 150%. After the 180th day following the issuance of the Auctus Note, there shall be no further right of prepayment. | |||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||||
Warrants, Fair Value of Warrants, Granted | $ 33,716 | |||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 13,053 | |||||||||||||||||||||||||
Autus Note [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.00006 | |||||||||||||||||||||||||
Crown Bridge Note [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 40,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 1,184 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 5,500 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 1,807 | |||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 400,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.10 | |||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Crown Bridge Note 1 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 1, then such redemption premium is 150%. After the 180th day following the issuance of the Crown Bridge Note 1, there shall be no further right of prepayment. | |||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||||
Warrants, Fair Value of Warrants, Granted | $ 34,500 | |||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 11,332 | |||||||||||||||||||||||||
Crown Bridge Note [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.00006 | |||||||||||||||||||||||||
ConsultingServices Note [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 65,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 1,923 | |||||||||||||||||||||||||
Trade Payables Note [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 58,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 19 | |||||||||||||||||||||||||
Long-term Debt, Maturity Date | Mar. 21, 2020 | |||||||||||||||||||||||||
Crown Bridge Note 2 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 40,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 368 | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 5,500 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 540 | |||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 400,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.10 | |||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Crown Bridge Note 2 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 2, then such redemption premium is 150%. After the 180th day following the issuance of the Crown Bridge Note 2, there shall be no further right of prepayment. | |||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||||
Warrants, Fair Value of Warrants, Granted | $ 34,500 | |||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 3,387 | |||||||||||||||||||||||||
Crown Bridge Note 2 [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.00006 | |||||||||||||||||||||||||
Power Up Note 7 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 43,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 170 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, 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, but no lower than $0.00006 (fixed price floor), provided, however, that Power Up may not convert the Power Up Note 3 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. | |||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 123 | |||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 7 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 6, 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 6, there shall be no further right of prepayment | |||||||||||||||||||||||||
Power Up Note 7 [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.00006 | |||||||||||||||||||||||||
Principal [Member] | Power Up Note 2 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 33,000 | |||||||||||||||||||||||||
Principal [Member] | Power Up Note 3 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 33,000 | |||||||||||||||||||||||||
Accrued Interest [Member] | Power Up Note 2 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 1,980 | |||||||||||||||||||||||||
Accrued Interest [Member] | Power Up Note 3 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 2,280 | |||||||||||||||||||||||||
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, Periodic Payment | $ 451.75 | |||||||||||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | repayment amount of $451.75 per day | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 22,280 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 22,280 | |||||||||||||||||||||||||
Proceeds from Short-term Debt | $ 50,000 | |||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 2,000 | |||||||||||||||||||||||||
Debt Instrument, Term | 160 days | |||||||||||||||||||||||||
Notes Payable | 74,104 | |||||||||||||||||||||||||
Principal [Member] | Power Up Note 1 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Repayments of Debt | 10,236 | $ 27,764 | ||||||||||||||||||||||||
Accrued Interest [Member] | Power Up Note 1 [Member] | ||||||||||||||||||||||||||
Note 5 - Debt (Details) [Line Items] | ||||||||||||||||||||||||||
Repayments of Debt | $ 58 | $ 2,236 |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit (Details) | Jan. 29, 2018USD ($) | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($)shares |
Note 6 - Stockholders' Deficit (Details) [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 30,628 | ||
Stock Issued During Period, Value, Issued for Services | $ 20,355 | $ 3,185 | |
APIC, Share-based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition | $ 2,875 | ||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | shares | 1,347,431 | ||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 140,133 | ||
Common Stock Cancelled, Previously Issued (in Shares) | shares | 400,000 | ||
Convertible Debt [Member] | |||
Note 6 - Stockholders' Deficit (Details) [Line Items] | |||
Number of Equity Transactions | 7 | ||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,918,625 | ||
Gain (Loss) on Extinguishment of Debt | $ (99,724) | ||
Principal [Member] | Convertible Debt [Member] | |||
Note 6 - Stockholders' Deficit (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | 86,000 | ||
Accrued Interest [Member] | Convertible Debt [Member] | |||
Note 6 - Stockholders' Deficit (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 4,260 | ||
Accounts Payable [Member] | |||
Note 6 - Stockholders' Deficit (Details) [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 527,064 | ||
Debt Conversion, Original Debt, Amount | $ 54,815 | $ 54,815 | |
Services [Member] | |||
Note 6 - Stockholders' Deficit (Details) [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 200,000 | ||
Stock Issued During Period, Value, Issued for Services | $ 17,480 |
Note 7 - Stock Options (Details
Note 7 - Stock Options (Details) - Share-based Compensation, Stock Options, Activity - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Stock Options, Activity [Abstract] | |||
Options Outstanding, Shares | 67,879 | 67,879 | |
Options Outstanding, Weighted- Average Exercise Price | $ 21.40 | $ 21.40 | |
Options Outstanding, Weighted- Average Remaining Contractual Term | 3 years 335 days | 4 years 62 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 | 3 years 335 days | ||
Options Exercisable, Aggregate Intrinsic Value | $ 0 | ||
Options Granted, Shares | 0 | 0 | |
Options Granted, Weighted- Average Exercise Price | $ 0 | $ 0 | |
Options Cancelled, Shares | 0 | 0 | |
Options Cancelled, Weighted- Average Exercise Price | $ 0 | $ 0 | |
Options Outstanding, Shares | 67,879 | 67,879 | |
Options Outstanding, Weighted- Average Exercise Price | $ 21.40 | $ 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 | one for 101 |
Note 8 - Stock Warrants (Deta_2
Note 8 - Stock Warrants (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||
Warrants, Outstanding | 1,167,653 | 142,653 | |
Warrants, Outstanding Weighted-Average Exercise Price | $ 0.10 | $ 2.18 | $ 17.42 |
Warrants, Outstanding Weighted-Average Remaining Contractual Terms | 4 years 9 months | 4 years 131 days | 1 year |
Warrants, Exercisable | 1,425,000 | ||
Warrants, Exercisable Weighted-Average Exercise Price | $ 0.10 | ||
Warrants, Exercisable Weighted-Average Remaining Contractual Terms | 4 years 9 months | ||
Warrants, Granted | 400,000 | 1,025,000 | |
Warrants, Granted Weighted-Average Exercise Price | $ 0.10 | $ 0.10 | |
Warrants, Granted, Weighted-Average Remaining Contractual Terms | 4 years 339 days | 4 years 339 days | |
Warrants, Expired | (142,653) | 0 | |
Warrants, Expired Weighted-Average Exercise Price | $ 17.42 | $ 0 | |
Warrants, Outstanding | 1,425,000 | 1,167,653 |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies (Details) - USD ($) | Oct. 18, 2018 | May 18, 2017 | Nov. 04, 2016 | Sep. 23, 2016 | Dec. 16, 2015 | Jan. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Note 9 - Commitments and Contingencies (Details) [Line Items] | ||||||||
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 | |||||||
Former Service Provider Vs. Company [Member] | ||||||||
Note 9 - Commitments and Contingencies (Details) [Line Items] | ||||||||
Loss Contingency, Damages Sought, Value | $ 44,365 | |||||||
Estimated Litigation Liability, Current | $ 55,366 | |||||||
Litigation Settlement, Amount Awarded to Other Party | 44,365 | |||||||
Litigation Settlement Interest | $ 11,001 |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details) - Subsequent Event [Member] - Power Up Note 8 [Member] | 1 Months Ended |
Apr. 30, 2019USD ($) | |
Note 10 - Subsequent Events (Details) [Line Items] | |
Proceeds from Convertible Debt | $ 50,000 |
Debt Instrument, Face Amount | 53,000 |
Debt Instrument, Unamortized Discount | $ 3,000 |