Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Mitesco, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 198,542,046 | |
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, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 2,755,566 | $ 64,789 |
Inventory | 1,480 | 0 |
Prepaid expenses | 14,618 | 0 |
Total current assets | 2,771,664 | 64,789 |
Right to use operating leases, net | 304,124 | 310,361 |
Construction in progress | 0 | 417,082 |
Property Plant & Equipment, net of accumulated depreciation of $19,590 and $1,572 | 898,108 | 6,282 |
Total Assets | 3,973,896 | 798,514 |
Current liabilities | ||
Accounts payable and accrued liabilities | 702,693 | 1,069,331 |
Accrued interest | 4,175 | 137,522 |
Derivative liabilities | 0 | 807,682 |
Lease liability - operating leases, current | 25,284 | 8,905 |
Convertible notes payable, net of discount of $0 and $756,795 | 0 | 317,405 |
Convertible note payable, in default | 0 | 122,166 |
SBA Loan Payable | 460,406 | 460,406 |
Other current liabilities | 96,136 | 95,256 |
Preferred stock dividends payable | 30,466 | 9,967 |
Total current liabilities | 1,319,160 | 3,028,640 |
Lease Liability- operating leases, non-current | 305,446 | 312,099 |
Total Liabilities | 1,624,606 | 3,340,739 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Preferred stock | 0 | |
Common stock, $0.01 par value, 500,000,000 shares authorized, 197,694,698 and 155,381,183 shares issued and outstanding as of March 31, 2021 and December 31, 2020 and 2019, respectively | 1,976,965 | 1,553,812 |
Additional paid-in capital | 17,513,684 | 10,340,821 |
Accumulated deficit | (17,171,621) | (14,437,168) |
Total stockholders' equity (deficit) | 2,349,290 | (2,542,225) |
Total liabilities and stockholders' equity (deficit) | 3,973,896 | 798,514 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock | 0 | 48 |
Series C Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock | 30,000 | 0 |
Series X Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock | $ 262 | $ 262 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant & Equipment, accumulated depreciation (in Dollars) | $ 19,590 | $ 1,572 |
Convertible notes payable, discount (in Dollars) | $ 0 | $ 756,795 |
Preferred stock, shares designated | 100,000,000 | 100,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
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 | 197,694,698 | 155,381,183 |
Common stock, shares outstanding | 197,694,698 | 155,381,183 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares designated | 3,000,000 | 3,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Series X Preferred Stock [Member] | ||
Preferred stock, shares designated | 400,000 | 400,000 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 400,000 | 400,000 |
Preferred stock, shares issued | 26,227 | 26,227 |
Preferred stock, shares outstanding | 26,227 | 26,227 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares designated | 500,000 | 500,000 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 4,800 | 0 |
Preferred stock, shares outstanding | 4,800 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 2,972 | $ 0 |
Cost of goods sold | 1,713 | 0 |
Gross Profit (loss) | 1,259 | 0 |
Operating expenses: | ||
General and administrative | 952,908 | 496,494 |
Total operating expenses | 952,908 | 496,494 |
Net Operating Loss | (951,649) | (496,494) |
Other income (expense): | ||
Interest expense | (964,988) | (190,128) |
Gain on settlement of accounts payable | 6,045 | 42,292 |
Gain on settlement of notes payable | 1,836 | 0 |
(Loss) Gain on revaluation of derivative liabilities | (493,455) | 496,369 |
Total other expense | (1,450,562) | 348,533 |
Loss before provision for income taxes | (2,402,211) | (147,961) |
Provision for income taxes | 0 | 0 |
Net loss | (2,402,211) | (147,961) |
Preferred stock dividends | (20,499) | (17,359) |
Preferred stock deemed dividends | (332,242) | 0 |
Net loss available to common shareholders | $ (2,754,952) | $ (165,320) |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.01) | $ 0 |
Weighted average shares outstanding - basic and diluted (in Shares) | 187,152,300 | 83,983,177 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member]Stock Issued for Dividends Payable [Member] | Series A Preferred Stock [Member]Preferred Stock [Member] | Series A Preferred Stock [Member] | Series X Preferred Stock [Member]Preferred Stock [Member] | Series X Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member]Convertible Debt [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Stock Issued for Dividends Payable [Member] | Additional Paid-in Capital [Member]Convertible Debt [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Stock Issued for Dividends Payable [Member] | Convertible Debt [Member] | Total |
Balance at Dec. 31, 2019 | $ 262 | $ 812,684 | $ 8,407,977 | $ 37,186 | $ (11,576,574) | $ (2,318,465) | ||||||||||
Balance (in Shares) at Dec. 31, 2019 | 26,227 | 81,268,443 | ||||||||||||||
Vesting of shares issued to employees | 33,676 | 33,676 | ||||||||||||||
Vesting of stock options issued to employees | 7,072 | 7,072 | ||||||||||||||
Stock issued for services | $ 2,000 | 5,680 | 7,680 | |||||||||||||
Stock issued for services (in Shares) | 200,000 | |||||||||||||||
Settlement of derivative liability | 231,323 | 231,323 | ||||||||||||||
Common stock issued in warrant settlement agreement | $ 50,986 | (50,986) | ||||||||||||||
Common stock issued in warrant settlement agreement (in Shares) | 5,098,556 | |||||||||||||||
Stock issued for payable | $ 48 | $ 71,510 | $ 71,558 | |||||||||||||
Stock issued for payable (in Shares) | 4,800 | |||||||||||||||
Preferred stock dividends, $3.62 per share (10% of stated value per year) | $ (967) | (17,359) | (17,359) | |||||||||||||
Net loss for the period | (147,961) | (147,961) | ||||||||||||||
Balance at Mar. 31, 2020 | $ 48 | $ 262 | $ 865,670 | 8,688,893 | $ 37,186 | (11,724,535) | (2,132,476) | |||||||||
Balance (in Shares) at Mar. 31, 2020 | 4,800 | 26,227 | 86,566,999 | |||||||||||||
Balance at Dec. 31, 2020 | $ 48 | $ 262 | $ 1,553,812 | 10,340,821 | (14,437,168) | $ (2,542,225) | ||||||||||
Balance (in Shares) at Dec. 31, 2020 | 4,800 | 26,227 | 155,381,183 | 155,381,183 | ||||||||||||
Vesting of shares issued to employees | 4,008 | $ 4,008 | ||||||||||||||
Vesting of stock options issued to employees | 5,942 | 5,942 | ||||||||||||||
Stock issued for services | $ 10,961 | 211,519 | 222,480 | |||||||||||||
Stock issued for services (in Shares) | 1,097,358 | |||||||||||||||
Stock issued for payable | $ 339,442 | $ 2,314,353 | $ 2,653,795 | |||||||||||||
Stock issued for payable (in Shares) | 33,944,157 | |||||||||||||||
Sale of common stock in private placement | $ 66,750 | 1,601,250 | 1,668,000 | |||||||||||||
Sale of common stock in private placement (in Shares) | 6,672,000 | |||||||||||||||
Sales of Preferred Stock Series C | $ 30,000 | 2,730,000 | 2,760,000 | |||||||||||||
Sales of Preferred Stock Series C (in Shares) | 3,000,000 | |||||||||||||||
Cancellation of shares | $ (48) | $ 6,000 | (5,952) | |||||||||||||
Cancellation of shares (in Shares) | (4,800) | 600,000 | ||||||||||||||
Deemed dividend on conversion of Preferred Stock Series A to common stock | 206,242,000,000 | (206,242,000,000) | ||||||||||||||
Deemed dividend on Preferred Stock Series C | 126,000 | (126,000) | ||||||||||||||
Preferred stock dividends, $3.62 per share (10% of stated value per year) | $ (1,000) | $ (16,392) | (20,499) | (20,499) | ||||||||||||
Net loss for the period | (2,402,211) | (2,402,211) | ||||||||||||||
Balance at Mar. 31, 2021 | $ 30,000 | $ 262 | $ 1,976,965 | $ 17,513,684 | $ (17,171,621) | $ 2,349,290 | ||||||||||
Balance (in Shares) at Mar. 31, 2021 | 3,000,000 | 26,227 | 197,694,698 | 197,694,698 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,402,211) | $ (147,961) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 20,616 | 393 |
Preferred A stock issued to consultants | 0 | 71,558 |
Amortization of right-to-use asset | 6,237 | 0 |
Gain on settlement of notes payable | (1,836) | 0 |
Gain on settlement of accounts payable | 0 | (42,292) |
Gain (Loss) on revaluation of derivative liabilities | 493,455 | (496,369) |
Derivative expense | 0 | 36,433 |
Amortization of discount on notes payable | 756,795 | 98,278 |
Stock based compensation | 232,430 | 48,428 |
Changes in assets and liabilities: | ||
Prepaid expenses | (14,618) | 0 |
Inventory | (1,480) | 0 |
Accrued liabilities | (366,636) | 879 |
Operating lease liability | 9,726 | 0 |
Due to related parties | 0 | 2,000 |
Other current liabilities | 880 | 0 |
Accrued interest | 202,313 | 26,278 |
Net cash provided by (used in) operating activities | (1,064,329) | (402,375) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for acquisition of fixed assets | (495,360) | 0 |
Net cash used in investing activities | (495,360) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from private placement of common stock | 1,668,000 | 0 |
Proceeds from sales of Series C Preferred Stock, net of fees | 2,760,000 | 0 |
Proceeds from notes payable, net of payments to vendors | 0 | 375,000 |
Principal payments on notes payable | (177,534) | (45,000) |
Net cash provided by financing activities | 4,250,466 | 330,000 |
Net increase (decrease) in cash and cash equivalents | 2,690,777 | (72,375) |
Cash and cash equivalents at beginning of period | 64,789 | 83,245 |
Cash and cash equivalents at end of period | 2,755,566 | 10,870 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 2,680 | 2,680 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued for conversion of debt and accrued interest | 2,653,795 | 0 |
Settlement of derivative liabilities | (1,301,137) | 231,323 |
Cashless exercise of warrants | 0 | 50,986 |
Issued of Series A Preferred Stock to consultants | 0 | 71,558 |
Preferred stock dividend | 20,499 | 17,359 |
Derivative discounts | 0 | 375,000 |
Conversion of Series A Preferred Stock to common stock | 6,000 | 0 |
Deemed dividends on Preferred Stock | $ 332,242 | $ 0 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 Description of Business Company Overview Mitesco, Inc. (the “Company,” “we,” “us,” or “our”) was formed in the state of Delaware on January 18, 2012. On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses. As a part of the restructuring, we completed a “spin out” of our former business line. On April 24, 2020, we changed our name to Mitesco, Inc. During 2020, our operations have focused on establishing medical clinics utilizing nurse practitioners under The Good Clinic name and development and acquisition of telemedicine technology. In March of 2020, we formed a wholly owned subsidiary, The Good Clinic LLC, a Colorado limited liability company for our clinic business. We opened our first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021. |
Financial Condition, Going Conc
Financial Condition, Going Concern and Management Plans | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | N ote 2 - Financial Condition, Going Concern and Management Plans As of March 31, 2021, the Company had cash of $2,756,000, current liabilities of $1,319,000, and has incurred a loss from operations and has generated minimal revenue. The Company’s principal operation is the development and operation of primary care health and wellness clinics operated by nurse practitioners. In addition, the Company develops and deploys software and systems for the healthcare marketplace. The Company intends to a) develop and acquire telemedical technologies, and b) evaluate other healthcare related opportunities both domestically and on an international basis. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan. As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern for one year from the date the financial statements are issued. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. During the three months ended March 31, 2021, the Company closed on a $3,000,000 series C Preferred Stock and warrants offering and $1,668,000 restricted common stock offering. In order to continue its expansion plans the Company believes that additional capital will need to be raised and has entered discussions to do so with certain companies. However, as of the date of these consolidated financial statements, no formal agreement exists. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions. During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 18, 2020, the Company’s former President and COO completed and submitted an application on behalf of the Company to Bank of America, NA (“Bank of America”) for a PPP loan, which was subsequently approved. On April 25, 2020, the Company entered into an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020. On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note. The Company investigated the terms of the application and discovered its former President had erroneously represented it was refinancing an Economic Injury Disaster Loan when no such loan had been received. Bank of America requested that the Company remit the funds received back to Bank of America. The Company is currently working with Bank of America on a repayment plan. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition. During management's review of the loan application after the loan had been disbursed to the Company, it was determined that the information provided by its former President and COO in the application was not representative of the Company’s situation. After consulting with legal counsel and conferring with the Board of Directors, the Board of Directors, in executive session, voted to remove the Company’s former President and Chief Operating Officer (“COO”) from its Board of Directors, and all operating roles due to the inaccuracy of the loan application. After that decision, the former President & COO submitted a resignation from all positions with the Company, which was accepted by the Board and management. In August 2020, the former President and COO filed a complaint alleging discrimination under certain provisions of the anti-discrimination laws of that state. The Company believes that the action is without merit and intends to vigorously defend itself. The Company does not believe it the action will have a material impact on the Company. As of the date of this filing the Company has been advised by the convening judicial organization that it has dismissed this matter, and as such the individual who initiated this action is open to pursue litigation in other venues if they desire. The Company has had some impact on its operations as a result of the effects of the COVID-19 pandemic, primarily with accessibility to staffing, consultants and in the capital markets, and it is adjusting as needed within its available resources. The Company will continue to assess the effect of the pandemic on its operations. The extent to which the COVID-19 pandemic will continue to impact the Company’s business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, the duration and effect of possible business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries to contain and treat the disease. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect the Company’s business and the value of its securities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3 Summary of Significant Accounting Policies Principles of Consolidation Use of Estimates - Cash - Property, Plant, and Equipment - Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease In 2020, the Company entered into a lease for a clinic facility in Minneapolis, Minnesota. In connection with the facility, the Company incurred costs to design, engineer, build and install furniture and equipment in the facility. $417,000 was recorded in construction in progress on the balance sheet as of December 31, 2020. The facility was completed, and the Company received its certificate of occupancy, in the first quarter of 2021. During the three months ended March 31, 2021, the costs previously recorded as construction in progress were recorded to fixed assets and are being depreciated over their useful lives or lease term as appropriate. 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 recognized pursuant to FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU relates to the accounting for non-employee share-based payments. The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU excludes share-based payment awards that relate to: (1) financing to the issuer; or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers. The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the goods or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied. This standard became effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted the provisions of this ASU on January 1, 2019. The adoption had no impact on our results of operations, cash flows, or financial condition. Convertible Instruments Beneficial Conversion Features and Deemed Dividends- Derivative Financial Instruments Common Stock Purchase Warrants- Stockholders Equity- Per Share Data- 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 the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance. The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2018. Business Combinations- ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. Impairment of Long-Lived Assets- Financial Instruments and Fair Values- Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their significance in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximate 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 derivative liabilities approximates 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 derivative liabilities as Level 3. Recently Issued Accounting Standards In June 2018, the FASB issued ASU 2018-07 “Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our consolidated financial statements. There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Net Loss Per Share Applicable t
Net Loss Per Share Applicable to Common Shareholders | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 4 Net Loss Per Share Applicable to Common Shareholders Net Loss per Share Applicable to Common Stockholders Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. The following table sets forth the computation of loss per share for the three months ended March 31, 2021 and 2020, respectively: March 31, 2021 2020 Numerator: Net loss applicable to common shareholders $ (2,754,952 ) $ (165,320 ) Denominator: Weighted average common shares outstanding 187,152,300 83,983,177 Net loss per share data: Basic and diluted $ (0.01 ) $ (0.00 ) The Company 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 March 31, 2021 and 2020, the following shares were issuable and excluded from the calculation of diluted loss: March 31, 2021 2020 Options 10,967,879 67,879 Warrants 12,600,000 2,901,444 Convertible Preferred Stock Series C 12,600,000 - Accrued interest on Preferred Stock 72,657 709,692 Total 36,240,536 3,679,015 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 5 Related Party Transactions For the three months ended March 31, 2021: On March 17, 2021, the Company issued 1,000,000 ten-year options with an exercise price of $0.31 to its Chief Financial Officer. These options had a fair value at issuance of $301,910. The Company valued these options using the Black-Scholes valuation model. The options vest as follows: 250,000 options vest 90 days from issuance: 250,000 options vest one year from issuance; and 500,000 options vest based upon the Company’s achieving certain performance targets. During the three months ended March 31, 2021, the Company accrued dividends on its Series X Preferred Stock in the total amount of $16,000. Of this amount, a total of $2,000 was payable to officers and directors, $8,000 was payable to a related party shareholder, and $6,000 was payable to non-related parties. For the three months ended March 31, 2020: On February 27, 2020, the Company agreed to issue 1,000,000 ten-year options to its two non-management directors (a total of 2,000,000 options). These options have a fair value at issuance of $39,000 per director (a total of $78,000), an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. On December 14, 2020, the exercise price of these options was rest to $0.03 per share reflecting the market price at the time (see note 10). On March 2, 2020, the Company agreed to issue 1,500,000 ten-year options to each of its Chief Executive Officer, its President, and a consultant (a total of 4,500,000 options). These options had a total fair value at issuance of $176,000, an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. Julie R. Smith, the Company’s former President, Chief Operating Officer, and a Board member resigned effective June 30, 2020; the 1,500,000 options that the Company agreed to issue to Ms. Smith were cancelled; a total of $1,632 was charged to operations representing the fair value of these options through Ms. Smith’s resignation date. On December 14, 2020, the exercise price of the 1,500,000 options granted to each of its Chief Executive Officer and a consultant was changed to $0.03 per share reflecting the market price at the time (see Note 9). |
Right to Use Assets and Lease L
Right to Use Assets and Lease Liabilities - Operating Leases | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | Note 6 - Right to Use Assets and Lease Liabilities Operating Leases The Company has an operating lease for its clinic with a remaining lease term of approximately 7.5 years. The Company’s lease expense was entirely comprised of operating leases. Lease expense for the three months ended March 31, 2021 and 2020 amounted to $16,000 and $0, respectively. The Company’s ROU asset amortization for the three months ended March 31, 2021 and 2020 was $6,000 and $0, respectively. The difference between the lease expense and the associated ROU asset amortization consists of interest at a rate of 12% per annum. Right to use assets – operating leases are summarized below: March 31, 2021 December 31, 2020 Clinic $ 304,124 $ 310,361 Right to use assets, net $ 304,124 $ 310,361 Operating lease liabilities are summarized below: March 31, 2020 December 31, 2019 Clinic $ 330,730 $ 321,004 Lease liability $ 330,730 $ 321,004 Less: current portion (25,284 ) (8,905 ) Lease liability, non-current $ 305,446 $ 312,099 Maturity analysis under these lease agreements are as follows: For the twelve months ended March 31, 2022 $ 63,621 For the twelve months ended March 31, 2023 63,798 For the twelve months ended March 31, 2024 65,317 For the twelve months ended March 31, 2025 66,836 For the twelve months ended March 31, 2026 68,355 Thereafter 182,913 Total $ 510,840 Less: Present value discount (180,110 ) Lease liability $ 330,730 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 7 Debt August 2014 Series C and D Convertible Debentures On March 30, 2021, the Company issued 272,837 shares of common stock and paid cash in the amount of $122,166 as settlement of principal and accrued interest in the amounts of $110,833 and $71,526, respectively, due under the Series C Debenture and principal and accrued interest in the amounts of $11,333 and $8,722 due under the Series C Debenture. The Company recognized a gain in the amount of $3,035 on this transaction. This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. March 2016 Convertible Note A On March 24, 2021, the Company paid cash in the amount of $55,368 as settlement of principal and accrued interest in the amount of $41,000 and $13,167, respectively, due under the March 2016 Convertible Note A. The Company recognized a loss in the amount of $1,201 on this transaction. This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. Eagle Equities Note 4 On January 4, 2021, the Company issued 4,123,750 shares of common stock at a price of $0.012 per share pursuant to the conversion of $45,000 of principal and $4,485 of accrued interest in Eagle Equities Note 4. On January 6, 2021, the Company issued 3,505,964 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $39,000 of principal and $3,913 of accrued interest in Eagle Equities Note 4. This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. Eagle Equities Note 5 On January 11, 2021, the Company issued 4,463,507 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $50,000 of principal and $4,633 of accrued interest in Eagle Equities Note 5. On January 14, 2021, the Company issued 4,319,378 shares of common stock at a price of $0.01266 per share pursuant to the conversion of $50,000 of principal and $4,683 of accrued interest in Eagle Equities Note 5. This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. Eagle Equities Note 6 On January 21, 2021, the Company issued 6,449,610 shares of common stock at a price of $0.0154 per share pursuant to the conversion of $93,000 of principal and $6,324 of accrued interest in Eagle Equities Note 6. On January 28, 2021, the Company issued 7,285,062 shares of common stock at a price of $0.01575 per share pursuant to the conversion of $107,200 of principal and $7,540 of accrued interest in Eagle Equities Note 6. This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. Eagle Equities Note 7 On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 7 whereby the Company issued 1,184,148 shares of common stock at a price of $0.24984 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note. This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. Eagle Equities Note 8 On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 8 whereby the Company issued 639,593 shares of common stock at a price of $0.23851 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note. This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. Eagle Equities Note 9 On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 9 whereby the Company issued 605,177 shares of common stock at a price of $0.24984 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note. This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. Eagle Equities Note 10 On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 10 whereby the Company issued 1,095,131 shares of common stock at a price of $0.23748 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note. This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. PPP Loan On May 4, 2020, the Company received loan proceeds from Bank of America in the amount of $460,406 under the Paycheck Protection Program (the “PPP Loan”). On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note. The Company investigated the terms of the application and discovered its former President had erroneously represented it was refinancing an Economic Injury Disaster Loan when the Company never applied for or received such a loan. Bank of America requested that the Company return the funds it received back to Bank of America. The Company is currently negotiating a repayment plan with Bank of America. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition. Details of additional activity for the quarter ended March 31, 2021 are presented in Notes Payable Table 1, below. Notes Payable Table 1: March 31, 2021 December 31, 2020 Total notes payable $ 460,406 $ 1,656,772 Less: Discount - (756,795 ) Notes payable - net of discount $ 460,406 $ 899,977 Current Portion, net of discount $ 460,406 $ 899,977 Long-term portion, net of discount $ - $ - |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Derivatives and Fair Value [Text Block] | Note 8 Derivative Liabilities Certain of the Company’s convertible notes and warrants contain features that create derivative liabilities. The pricing model the Company uses for determining fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. The derivative components of these notes are valued at issuance, at conversion, at restructure, and at each period end. Derivative liability activity for the three months ended March 31, 2021 are summarized in the table below: December 31, 2020 $ 807,682 Settled upon conversion or exercise (1,301,137 ) Gain on revaluation 493,455 March 31, 2021 $ - |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 9 Stockholders Equity (Deficit) Common Stock The Company has authorized 500,000,000 shares of common stock, par value $0.01; 197,694,698 shares were issued and outstanding on March 31, 2021. Common Stock Transactions During the three months Ended March 31, 2021 On January 4, 2021, the Company issued 4,123,750 shares of common stock at a price of $0.012 per share pursuant to the conversion of $45,000 of principal and $4,485 of accrued interest in Eagle Equities Note 4. On January 6, 2021, the Company issued 3,505,964 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $39,000 of principal and $3,913 of accrued interest in Eagle Equities Note 4. On January 11, 2021, the Company issued 4,463,507 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $50,000 of principal and $4,633 of accrued interest in Eagle Equities Note 5. On January 14, 2021, the Company issued 4,319,378 shares of common stock at a price of $0.01266 per share pursuant to the conversion of $50,000 of principal and $4,683 of accrued interest in Eagle Equities Note 5. On January 21, 2021, the Company issued 6,449,610 shares of common stock at a price of $0.0154 per share pursuant to the conversion of $93,000 of principal and $6,324 of accrued interest in Eagle Equities Note 6. On January 28, 2021, the Company issued 7,285,062 shares of common stock at a price of $0.01575 per share pursuant to the conversion of $107,200 of principal and $7,540 of accrued interest in Eagle Equities Note 6. On February 1, 2021, the Company issued 6,672,000 shares of common stock in a private placement (the “2021 Private Placement”) at a price of $0.25 per share for cash proceeds of $1,668,000. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 7 whereby the Company issued 1,184,148 shares of common stock at a price of $0.24984 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 8 whereby the Company issued 639,593 shares of common stock at a price of $0.23851 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 9 whereby the Company issued 605,177 shares of common stock at a price of $0.24984 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 10 whereby the Company issued 1,095,131 shares of common stock at a price of $0.23748 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note. On February 22, 2021, the Company issued 336,000 shares of common stock for the exercise of options at a price of $0.03 per share. On March 11, 2021, the Company issued 600,000 shares of common stock to four officers of The Good Clinic in exchange for 4,800 shares of Series A Preferred Stock. The 4,800 shares of Series A Preferred Stock were cancelled. On March 17, 2021, the Company issued 300,000 shares of common stock at a price of $0.31 per share to a service provider. On March 23, 2021, the Company issued 461,358 shares of common stock at a price of $0.26 per share to the underwriters of the 2021 Private Placement. Common Stock Transactions During the Three Months Ended March 31, 2020 During the three months ending March 31, 2020, the Company issued 200,000 restricted shares of the Company’s common stock at valued $7,680 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, 2020, the Company charged the amount of $33,676 to operations in connection with the vesting of stock granted to its officers and board members; the Company also charged the amount of $7,072 to operations in connection with the vesting of options granted to officers and board members. Also, during the three months ended March 31, 2020, the Company entered into agreements to issue 500,000 options to each of four consultants (a total of 2,000,000 options). The options have a fair value of $20,930 per consultant (a total of $83,720). These agreements will become effective April 6, 2020, at which time the Company will begin to charge the value of these options to operations. The Company valued these options using the Black-Scholes valuation model. Preferred Stock Series A Preferred Stock Transactions During the Three Months Ended March 31, 2021 During the three months ended March 31, 2020, the Company accrued dividends in the amount of $1,000 on the Series A Preferred Stock. On March 11, 2021, the Company issued 600,000 shares of common stock to the four officers of The Good Clinic in exchange for the previously issued Series A Preferred Stock and accrued dividends. The Series A preferred stock was canceled. The Preferred Stock was valued at cost of $71,558, and the common stock was valued at the market price of $0.463 per share or a total value of $277,800. This transaction resulted in a deemed dividend to the Preferred A shareholders in the amount of $206,242. Series A Preferred Stock Transactions During the Three Months Ended March 31, 2020 On March 2, 2020, the Company issued 4,800 shares of its Series A Preferred Stock to four individuals with certain skills and know-how to assist the Company in the development of its newly formed subsidiary My Care, LLC. The Company had valued these shares at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant. During the three months ended March 31, 2020, the Company accrued dividends in the amount of $967 on the Series A Preferred Stock. On March 31, 2020, dividend payable on the Series A Preferred Stock was $967. On March 31, 2020, if management determined to pay these dividends in shares of the Company’s common stock, this would result in the issuance of 39,534 shares of common stock based upon the average price of $0.02446 per share for the five-day period ended March 31, 2020. Series C Preferred Stock Series C Preferred Stock Transactions During the Three Months Ended March 31, 2021 On March 25, 2021, the Company entered into Securities Purchase Agreements (the “SPAs”) with four institutional investors (the “Investors” and each an “Investor”) pursuant to which the Company sold to the Investors in a private placement an aggregate of 3,000,000 units (the “Units” and each a “Unit”) with a purchase price of $1.00 per Unit, with each Unit consisting of (a) one share of a newly formed Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share. The aggregate gross proceeds to the Company were $3,000,000 and the number of shares of Common Stock initially issuable upon conversion of the Series C Preferred Stock is 12,600,000 shares of Common stock and the aggregate number of shares of Common Stock initially issuable upon exercise of the Warrants is 12,600,000 shares of Common Stock. The Company allocated the aggregate purchase price of the units in the amount of $3,000,000 as follows: $608,519 was allocated to the Series C Preferred Stock, and $2,391,481 was allocated to the warrants. The Company also recorded a deemed dividend to the Series C Preferred Stock shareholders in the amount of $126,000 based upon the difference between the conversion price of $0.25 per share and the market price of $0.26 per share on the date of issuance. Series C Preferred Stock Transactions During the Three Months Ended March 31, 2020 None. Series X Preferred Stock The Series X Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series X Preferred Stock; the Series X Preferred Stock is not redeemable prior to November 4, 2020. The Series X Preferred Stock will rank senior to all classes of the Company’s common and preferred stock and accrues dividends at the rate of 10% on $25.00 per share. The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration. Each one share of the Series X Preferred Stock is entitled to 20,000 votes on all matters submitted to a vote of our shareholders. Series X Preferred Stock Transactions During the Three Months Ended March 31, 2021 During the three months ended March 31, 2021, the Company accrued dividends in the amount of approximately $16,392 on the Series X Preferred Stock. On March 31, 2021, dividend payable on the Series X Preferred Stock was $16,392. Stock Options The following table summarizes the options outstanding on December 31, 2020 and the related prices for the options to purchase shares of the Company’s common stock: Weighted Weighted Weighted average average average exercise exercise Range of Number of remaining price of Number of price of exercise options contractual outstanding options exercisable Prices outstanding life (years) options exercisable options $0.03-$0.39 14,312,879 9.23 $ 0.04 10,967,879 $ 0.04 Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) Outstanding on December 31, 2020 13,453,879 $ 0.03 Granted 1,195,000 0.19 Cancelled (336,000 ) 0.03 Outstanding on March 31, 2021 14,312,879 $ 0.04 On March 31, 2021, the total stock-based compensation cost related to unvested awards not yet recognized was $431,078. The Black-Scholes option pricing model is used to estimate the fair value of stock options granted under the Company’s share-based compensation plans. The weighted average assumptions used in calculating the fair values of stock options as of March 31, 2021 was as follows: March 31, 2021 Volatility 169.3% to 183.5 % Dividends $ - Risk-free interest rates 0.82 % to 1.69 % Term (years) 2.50 to 10.00 Warrants The following table summarizes the warrants outstanding on March 31, 2021 and the related prices for the warrants to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding on December 31, 2020 - $ - Granted 12,600,000 $ 0.63 Exercised - $ - Outstanding on March 31, 2021 12,600,000 $ 0.63 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 10 Fair Value of Financial Instruments The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis on March 31, 2021 and December 31, 2020. March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 807,682 $ 807,682 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 11 Commitments and Contingencies Legal There is no pending or anticipated legal actions at this time except as noted below in “Other”. Other On May 4, 2020, we received a loan in the amount of $460,406 from the United States Small Business Administration under the Payroll Protection Program. Subsequent to June 30, 2020, we determined that errors had been made in the application submitted to obtain the loan. On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan which we did receive. Bank of America has requested that we remit such funds back to Bank of America. We are presently attempting to negotiate repayment of the loan. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition. During management's review of the Company’s recent PPP loan application after the loan had been disbursed to the Company, it was determined that the information provided by Ms. Julie R. Smith, the Company’s former President and COO, was not representative of the Company’s situation. After consulting with legal counsel, the Board of Directors voted to remove Ms. Smith from its Board of Directors, and all other capacities due to the misstatements she made in the loan application. Subsequent to that decision, effective July 1, 2020, Ms. Smith submitted a resignation from all positions with the Company, which was accepted by the Board and management. Ms. Smith subsequently retained counsel and has indicated her intent to file an administrative charge of discrimination in Colorado under certain provisions of the anti-discrimination laws of that state. On August 18, 2020, the Company received formal notice that a complaint has been filed with the Colorado Civil Rights Division by Ms. Smith naming the Company as the Respondent. The Company believes the claims are frivolous and intends to vigorously defend against the allegations. As of the date of this filing the Company has been advised that the Colorado Civil Rights Division has dismissed this matter effective March 1, 2021. Ms. Smith requested a “Right-to-Sue” letter, which she received, giving her a right to sue in District Court for 90 days from the date of the dismissed action. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 12 Subsequent Events On April 12, 2021, the Board of Directors appointed Ingrid Jenny Lindstrom its Chief Legal Officer. On April 12, 2021, the Company issued 1,000,000 ten-year options with an exercise price of $0.31 to its Chief Legal Officer. These options had a fair value at issuance of $301,480. The Company valued these options using the Black-Scholes valuation model. The options vest as follows: 250,000 options vest 90 days from issuance: 250,000 options vest one year from issuance; and 500,000 options vest based upon the Company’s achieving certain performance targets. On April 20, 2021, the Company issued 1,962 shares of common stock due to the underwriters of the 2021 Private Placement. On May 4, 2021, the Company issued 845,386 shares of common stock pursuant to the conversion of 201,282 shares Series C Preferred Stock. On May 13, 2021, the Company announced that it had appointed Mr. Tom Brodmerkel to the position of Chairman of the Board of Directors. Mr. Ronald Riewold, the Company’s former Chairman, has asked to retire from his Board position when a replacement is identified. Mr. Riewold will continue as a strategic advisor to the Company. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates - |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash - |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant, and Equipment - Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease In 2020, the Company entered into a lease for a clinic facility in Minneapolis, Minnesota. In connection with the facility, the Company incurred costs to design, engineer, build and install furniture and equipment in the facility. $417,000 was recorded in construction in progress on the balance sheet as of December 31, 2020. The facility was completed, and the Company received its certificate of occupancy, in the first quarter of 2021. During the three months ended March 31, 2021, the costs previously recorded as construction in progress were recorded to fixed assets and are being depreciated over their useful lives or lease term as appropriate. |
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: â—Ź identification of the contract, or contracts, with a customer; â—Ź identification of the performance obligations in the contract; â—Ź determination of the transaction price; â—Ź allocation of the transaction price to the performance obligations in the contract; and â—Ź 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 recognized pursuant to FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU relates to the accounting for non-employee share-based payments. The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU excludes share-based payment awards that relate to: (1) financing to the issuer; or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers. The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the goods or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied. This standard became effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted the provisions of this ASU on January 1, 2019. The adoption had no impact on our results of operations, cash flows, or financial condition. |
Convertible Instruments, Policy [Policy Text Block] | Convertible Instruments |
Derivatives, Policy [Policy Text Block] | Derivative Financial 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- |
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 the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance. The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2018. |
Business Combinations Policy [Policy Text Block] | Business Combinations- â—Ź future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and â—Ź discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets- |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments and Fair Values- Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their significance in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximate 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 derivative liabilities approximates 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 derivative liabilities as Level 3. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In June 2018, the FASB issued ASU 2018-07 “Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our consolidated financial statements. There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment is recorded at the lower of cost or estimated net recoverable amount and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease |
Net Loss Per Share Applicable_2
Net Loss Per Share Applicable to Common Shareholders (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of loss per share for the three months ended March 31, 2021 and 2020, respectively: March 31, 2021 2020 Numerator: Net loss applicable to common shareholders $ (2,754,952 ) $ (165,320 ) Denominator: Weighted average common shares outstanding 187,152,300 83,983,177 Net loss per share data: Basic and diluted $ (0.01 ) $ (0.00 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The Company 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 March 31, 2021 and 2020, the following shares were issuable and excluded from the calculation of diluted loss: March 31, 2021 2020 Options 10,967,879 67,879 Warrants 12,600,000 2,901,444 Convertible Preferred Stock Series C 12,600,000 - Accrued interest on Preferred Stock 72,657 709,692 Total 36,240,536 3,679,015 |
Right to Use Assets and Lease_2
Right to Use Assets and Lease Liabilities - Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Lease, Disclosure [Table Text Block] | Right to use assets – operating leases are summarized below: March 31, 2021 December 31, 2020 Clinic $ 304,124 $ 310,361 Right to use assets, net $ 304,124 $ 310,361 Operating lease liabilities are summarized below: March 31, 2020 December 31, 2019 Clinic $ 330,730 $ 321,004 Lease liability $ 330,730 $ 321,004 Less: current portion (25,284 ) (8,905 ) Lease liability, non-current $ 305,446 $ 312,099 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity analysis under these lease agreements are as follows: For the twelve months ended March 31, 2022 $ 63,621 For the twelve months ended March 31, 2023 63,798 For the twelve months ended March 31, 2024 65,317 For the twelve months ended March 31, 2025 66,836 For the twelve months ended March 31, 2026 68,355 Thereafter 182,913 Total $ 510,840 Less: Present value discount (180,110 ) Lease liability $ 330,730 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Notes Payable Table 1: March 31, 2021 December 31, 2020 Total notes payable $ 460,406 $ 1,656,772 Less: Discount - (756,795 ) Notes payable - net of discount $ 460,406 $ 899,977 Current Portion, net of discount $ 460,406 $ 899,977 Long-term portion, net of discount $ - $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Derivative liability activity for the three months ended March 31, 2021 are summarized in the table below: December 31, 2020 $ 807,682 Settled upon conversion or exercise (1,301,137 ) Gain on revaluation 493,455 March 31, 2021 $ - |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding on December 31, 2020 and the related prices for the options to purchase shares of the Company’s common stock: Weighted Weighted Weighted average average average exercise exercise Range of Number of remaining price of Number of price of exercise options contractual outstanding options exercisable Prices outstanding life (years) options exercisable options $0.03-$0.39 14,312,879 9.23 $ 0.04 10,967,879 $ 0.04 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) Outstanding on December 31, 2020 13,453,879 $ 0.03 Granted 1,195,000 0.19 Cancelled (336,000 ) 0.03 Outstanding on March 31, 2021 14,312,879 $ 0.04 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Black-Scholes option pricing model is used to estimate the fair value of stock options granted under the Company’s share-based compensation plans. The weighted average assumptions used in calculating the fair values of stock options as of March 31, 2021 was as follows: March 31, 2021 Volatility 169.3% to 183.5 % Dividends $ - Risk-free interest rates 0.82 % to 1.69 % Term (years) 2.50 to 10.00 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes the warrants outstanding on March 31, 2021 and the related prices for the warrants to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding on December 31, 2020 - $ - Granted 12,600,000 $ 0.63 Exercised - $ - Outstanding on March 31, 2021 12,600,000 $ 0.63 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis on March 31, 2021 and December 31, 2020. March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 807,682 $ 807,682 |
Financial Condition, Going Co_2
Financial Condition, Going Concern and Management Plans (Details) - USD ($) | Jul. 21, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 25, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Cash and Cash Equivalents, at Carrying Value | $ 2,755,566 | $ 64,789 | $ 10,870 | $ 83,245 | ||
Liabilities, Current | 1,319,160 | $ 3,028,640 | ||||
Preferred Stock, Offering | 3,000,000 | |||||
Restricted Stock Offering | $ 1,668,000 | |||||
Debt Instrument, Face Amount | $ 460,000 | |||||
Proceeds from Loans | $ 440,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 2,755,566 | $ 64,789 | $ 10,870 | $ 83,245 |
Construction in Progress, Gross | $ 0 | $ 417,082 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Term of lease |
Net Loss Per Share Applicable_3
Net Loss Per Share Applicable to Common Shareholders (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of Earnings Per Share, Basic and Diluted [Abstract] | ||
Net loss applicable to common shareholders | $ (2,754,952) | $ (165,320) |
Weighted average common shares outstanding | 187,152,300 | 83,983,177 |
Basic and diluted | $ (0.01) | $ 0 |
Net Loss Per Share Applicable_4
Net Loss Per Share Applicable to Common Shareholders (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 36,240,536 | 3,679,015 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,967,879 | 67,879 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,600,000 | 2,901,444 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,600,000 | 0 |
Accrued interest on preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 72,657 | 709,692 |
Related Party Transactions (Det
Related Party Transactions (Details) | Mar. 17, 2021USD ($)$ / sharesshares | Feb. 27, 2021USD ($)$ / sharesshares | Dec. 14, 2020$ / shares | Mar. 02, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Related Party Transactions (Details) [Line Items] | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.19 | ||||||
Dividends, Preferred Stock | $ 20,499 | $ 17,359 | |||||
Issued to Each Related Party [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 4,500,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.03 | $ 0.05 | |||||
Share-based Payment Arrangement, Expense | $ 39,000 | $ 176,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||
Director [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 2,000,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.05 | $ 0.03 | |||||
Share-based Payment Arrangement, Expense | $ 78,000 | ||||||
Number of Directors | 2 | ||||||
Chief Financial Officer [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 1,000,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.31 | ||||||
Share-based Payment Arrangement, Expense | $ 301,910 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options vest as follows: 250,000 options vest 90 days from issuance: 250,000 options vest one year from issuance; and 500,000 options vest based upon the Company’s achieving certain performance targets. | ||||||
Director [Member] | Issued to Each Related Party [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 1,000,000 | ||||||
Chief Executive Officer [Member] | Issued to Each Related Party [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 1,500,000 | ||||||
Each Consultant [Member] | Issued to Each Related Party [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 1,500,000 | ||||||
Former President [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Share-based Payment Arrangement, Expense | $ 1,632 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in Shares) | shares | 1,500,000 | ||||||
Series X Preferred Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Dividends, Preferred Stock | 16,392 | ||||||
Dividends Payable | 16,392 | ||||||
Series X Preferred Stock [Member] | Majority Shareholder [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Dividends Payable | 2,000 | ||||||
Series X Preferred Stock [Member] | Officer [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Dividends Payable | 8,000 | ||||||
Series X Preferred Stock [Member] | Investor [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Dividends Payable | $ 6,000 |
Right to Use Assets and Lease_3
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Operating Lease, Weighted Average Remaining Lease Term | 7 years 6 months | |
Operating Lease, Expense | $ 16,000 | $ 0 |
Amortization of Leased Asset | $ 6,237 | $ 0 |
Lessee, Operating Lease, Discount Rate | 12.00% |
Right to Use Assets and Lease_4
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Disclosure - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Right to use assets, net | $ 304,124 | $ 310,361 |
Lease liability | 330,730 | 321,004 |
Less: current portion | (25,284) | (8,905) |
Lease liability, non-current | 305,446 | 312,099 |
Building [Member] | ||
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Right to use assets, net | 304,124 | 310,361 |
Lease liability | $ 330,730 | $ 321,004 |
Right to Use Assets and Lease_5
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | ||
For the twelve months ended March 31, 2022 | $ 63,621 | |
For the twelve months ended March 31, 2023 | 63,798 | |
For the twelve months ended March 31, 2024 | 65,317 | |
For the twelve months ended March 31, 2025 | 66,836 | |
For the twelve months ended March 31, 2026 | 68,355 | |
Thereafter | 182,913 | |
Total | 510,840 | |
Less: Present value discount | (180,110) | |
Lease liability | $ 330,730 | $ 321,004 |
Debt (Details)
Debt (Details) - USD ($) | Mar. 30, 2021 | Mar. 24, 2021 | Feb. 05, 2021 | Jan. 28, 2021 | Jan. 21, 2021 | Jan. 14, 2021 | Jan. 11, 2021 | Jan. 06, 2021 | Jan. 04, 2021 | Jul. 21, 2020 | Mar. 31, 2021 | May 04, 2020 |
Convertible Debentures C and D [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 272,837 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 122,166 | |||||||||||
Gain (Loss) on Extinguishment of Debt | $ 3,035 | |||||||||||
Convertible Debentures C and D [Member] | Principal [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | 110,833 | |||||||||||
Convertible Debentures C and D [Member] | Accrued Interest [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 71,526 | |||||||||||
Series D Debenture [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Convertible Debt | 11,333 | |||||||||||
Series C Debenture [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Convertible Debt | $ 8,722 | |||||||||||
Convertible Note A [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Repayments of Debt | $ 55,368 | |||||||||||
Convertible Note A [Member] | Principal [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Repayments of Debt | 41,000 | |||||||||||
Convertible Note A [Member] | Accrued Interest [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Repayments of Debt | 13,167 | |||||||||||
Eagle Equities Note 2 [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (1,201) | |||||||||||
Eagle Equities Note 4 [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 3,505,964 | 4,123,750 | ||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.01224 | $ 0.012 | ||||||||||
Eagle Equities Note 4 [Member] | Principal [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 39,000 | $ 45,000 | ||||||||||
Eagle Equities Note 4 [Member] | Accrued Interest [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,913 | $ 4,485 | ||||||||||
Eagle Equities Note 5 [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 4,319,378 | 4,463,507 | ||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.01266 | $ 0.01224 | ||||||||||
Eagle Equities Note 5 [Member] | Principal [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | $ 50,000 | ||||||||||
Eagle Equities Note 5 [Member] | Accrued Interest [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,683 | $ 4,633 | ||||||||||
Eagle Equities Note 6 [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 7,285,062 | 6,449,610 | ||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.01575 | $ 0.0154 | ||||||||||
Eagle Equities Note 6 [Member] | Principal [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 7,285,062 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 107,200 | $ 93,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.01575 | |||||||||||
Eagle Equities Note 6 [Member] | Accrued Interest [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,540 | $ 6,324 | ||||||||||
Eagle Equities Note 7 [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,184,148 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | |||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.24984 | |||||||||||
Eagle Equities Note 8 [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 639,593 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | |||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.23851 | |||||||||||
Eagle Equities Note 9 [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 605,177 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | |||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.24984 | |||||||||||
Eagle Equities Note 10 [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,095,131 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | |||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.23748 | |||||||||||
PPP Loan [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 460,406 | |||||||||||
Debt Instrument, Description | Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note. The Company investigated the terms of the application and discovered its former President had erroneously represented it was refinancing an Economic Injury Disaster Loan when the Company never applied for or received such a loan. Bank of America requested that the Company return the funds it received back to Bank of America. The Company is currently negotiating a repayment plan with Bank of America. |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of Debt [Abstract] | ||
Total notes payable | $ 460,406 | $ 1,656,772 |
Less: Discount | 0 | (756,795) |
Notes payable - net of discount | 460,406 | 899,977 |
Current Portion, net of discount | 460,406 | 899,977 |
Long-term portion, net of discount | $ 0 | $ 0 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |
Balance | $ 807,682 |
Settled upon conversion or exercise | (1,301,137) |
Gain on revaluation | 493,455 |
Balance | $ 0 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details) | Mar. 23, 2021$ / sharesshares | Mar. 17, 2021$ / sharesshares | Mar. 11, 2021shares | Feb. 22, 2021$ / sharesshares | Feb. 05, 2021USD ($)$ / sharesshares | Feb. 01, 2021USD ($)$ / sharesshares | Jan. 28, 2021USD ($)$ / sharesshares | Jan. 21, 2021USD ($)$ / sharesshares | Jan. 14, 2021USD ($)$ / sharesshares | Jan. 11, 2021USD ($)$ / sharesshares | Jan. 06, 2021USD ($)$ / sharesshares | Jan. 04, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 25, 2020USD ($)$ / sharesshares | Mar. 02, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares |
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Common Stock, Shares Authorized (in Shares) | shares | 500,000,000 | 500,000,000 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||
Common Stock, Shares, Issued (in Shares) | shares | 197,694,698 | 155,381,183 | ||||||||||||||||
Common Stock, Shares, Outstanding (in Shares) | shares | 197,694,698 | 155,381,183 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 461,358,000,000 | 6,672,000 | ||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.26 | $ 0.31 | $ 0.25 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,668,000 | $ 1,668,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | shares | 336,000 | |||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.03 | |||||||||||||||||
Conversion of Stock, Shares Issued (in Shares) | shares | 600,000 | |||||||||||||||||
Number of Individuals | 4 | |||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | shares | 4,800 | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 300,000 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 222,480 | $ 7,680 | ||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 232,430 | 48,428 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 1,195,000 | |||||||||||||||||
Dividends, Preferred Stock | $ 20,499 | 17,359 | ||||||||||||||||
Conversion of Stock, Amount Converted | 6,000 | 0 | ||||||||||||||||
Dividends Payable, Current | $ 30,466 | $ 9,967 | ||||||||||||||||
Units, Sold (in Shares) | shares | 3,000,000 | |||||||||||||||||
Unit, Price per unit (in Dollars per share) | $ / shares | $ 1 | |||||||||||||||||
Unit, description | each Unit consisting of (a) one share of a newly formed Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share | |||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 3,000,000 | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) | shares | 12,600,000 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 12,600,000 | |||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.25 | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 431,078 | |||||||||||||||||
Eagle Equities Note 4 [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 3,505,964 | 4,123,750 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01224 | $ 0.012 | ||||||||||||||||
Eagle Equities Note 4 [Member] | Principal [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 39,000 | $ 45,000 | ||||||||||||||||
Eagle Equities Note 4 [Member] | Accrued Interest [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,913 | $ 4,485 | ||||||||||||||||
Eagle Equities Note 5 [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 4,319,378 | 4,463,507 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01266 | $ 0.01224 | ||||||||||||||||
Eagle Equities Note 5 [Member] | Principal [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | $ 50,000 | ||||||||||||||||
Eagle Equities Note 5 [Member] | Accrued Interest [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,683 | $ 4,633 | ||||||||||||||||
Eagle Equities Note 5 [Member] | Minimum [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01224 | |||||||||||||||||
Eagle Equities Note 6 [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 7,285,062 | 6,449,610 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01575 | $ 0.0154 | ||||||||||||||||
Eagle Equities Note 6 [Member] | Principal [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 107,200 | $ 93,000 | ||||||||||||||||
Eagle Equities Note 6 [Member] | Accrued Interest [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,540 | $ 6,324 | ||||||||||||||||
Eagle Equities Note 7 [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,184,148 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.24984 | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | |||||||||||||||||
Eagle Equities Note 8 [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 639,593 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.23851 | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | |||||||||||||||||
Eagle Equities Note 9 [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 605,177 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.24984 | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | |||||||||||||||||
Eagle Equities Note 10 [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,095,131 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.23748 | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | |||||||||||||||||
Each Consultant [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 500,000 | |||||||||||||||||
Share-based Payment Arrangement, Expense | $ 20,930 | |||||||||||||||||
Consulting Services [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Number of Individuals | 4 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 2,000,000 | |||||||||||||||||
Share-based Payment Arrangement, Expense | $ 83,720 | |||||||||||||||||
Officers and Board Members [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 33,676 | |||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||
Stockholders' Equity (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 | $ 7,680 | |||||||||||||||||
Share-based Payment Arrangement, Option [Member] | Officers and Board Members [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 7,072 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 2,391,481 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 14.91 | $ 0.463 | ||||||||||||||||
Number of Individuals | 4 | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 4,800 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 71,558 | |||||||||||||||||
Dividends, Preferred Stock | $ 1,000 | 967 | ||||||||||||||||
Conversion of Stock, Amount Converted | 71,558 | |||||||||||||||||
Redeemable Preferred Stock Dividends | $ 206,242 | |||||||||||||||||
Dividends Payable, Current | $ 967 | $ 967 | ||||||||||||||||
Preferred Stock, Dividend Payment Terms | issuance of 39,534 shares of common stock based upon the average price of $0.02446 per share for the five-day period ended March 31, 2020 | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | 0.01 | ||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Conversion of Stock, Amount Issued | $ 277,800 | |||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.26 | |||||||||||||||||
Redeemable Preferred Stock Dividends | $ 126,000 | |||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 608,519 | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | 0.01 | ||||||||||||||||
Series X Preferred Stock [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||
Dividends, Preferred Stock | $ 16,392 | |||||||||||||||||
Preferred Stock, Dividend Payment Terms | The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | 0.01 | ||||||||||||||||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ / shares | $ 25 | |||||||||||||||||
Preferred Stock, Voting Rights | Each one share of the Series X Preferred Stock is entitled to 20,000 votes | |||||||||||||||||
Dividends Payable | $ 16,392 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) (Details) - Share-based Payment Arrangement, Option, Exercise Price Range - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Abstract] | ||
Range of exercise Prices, Lower Limit | $ 0.03 | |
Range of exercise Prices, Upper Limit | $ 0.39 | |
Number of options outstanding (in Shares) | 14,312,879 | 13,453,879 |
Weighted average remaining contractual life | 9 years 83 days | |
Weighted average exercise price of outstanding options | $ 0.04 | $ 0.03 |
Number of options exercisable (in Shares) | 10,967,879 | |
Weighted average exercise price of exercisable options | $ 0.04 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) (Details) - Share-based Payment Arrangement, Option, Activity | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Activity [Abstract] | |
Outstanding, Shares | shares | 13,453,879 |
Outstanding, Weighted - Average Exercise Price | $ / shares | $ 0.03 |
Granted, Shares | shares | 1,195,000 |
Granted Weighted - Average Exercise Price | $ / shares | $ 0.19 |
Cancelled, Shares | shares | (336,000) |
Cancelled Weighted - Average Exercise Price | $ / shares | $ 0.03 |
Outstanding, Shares | shares | 14,312,879 |
Outstanding, Weighted - Average Exercise Price | $ / shares | $ 0.04 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Dividends | 0.00% |
Minimum [Member] | |
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Volatility | 169.30% |
Risk-free interest rates | 0.82% |
Term (years) | 2 years 6 months |
Maximum [Member] | |
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Volatility | 183.50% |
Risk-free interest rates | 1.69% |
Term (years) | 10 years |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |
Granted Weighted - Average Exercise Price | shares | 12,600,000 |
Granted, Weighted - Average Exercise Price | $ / shares | $ 0.63 |
Outstanding, Shares | shares | 12,600,000 |
Outstanding, Weighted - Average Exercise Price | $ / shares | $ 0.63 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | $ 0 | $ 807,682 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | $ 0 | $ 807,682 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | May 04, 2020USD ($) |
PPP Loan [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Debt Instrument, Face Amount | $ 460,406 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | May 04, 2021 | Apr. 20, 2021 | Apr. 12, 2021 |
Subsequent Events (Details) [Line Items] | |||
Stock Issued During Period, Shares, Other | 1,962 | ||
Conversion of Stock, Shares Issued | 845,386 | ||
Conversion of Stock, Shares Converted | 201,282 | ||
Chief Legal Officer [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,000,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.31 | ||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ 301,480 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options vest as follows: 250,000 options vest 90 days from issuance: 250,000 options vest one year from issuance; and 500,000 options vest based upon the Company’s achieving certain performance targets. |