Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Mitesco, Inc. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0000802257 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q3 |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 87-0496850 |
Entity Address, Address Line One | 1660 Highway 100 South |
Entity Address, Address Line Two | Suite 432 |
Entity Address, City or Town | St. Louis Park |
Entity Address, State or Province | MN |
Entity Address, Postal Zip Code | 55416 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash and cash equivalents | $ 441,506 | $ 64,789 | $ 83,245 |
Accounts Receivable | 7,319 | 0 | |
Inventory | 22,794 | 0 | |
Prepaid expenses | 28,844 | 0 | 9,721 |
Total current assets | 500,463 | 64,789 | 92,966 |
Right to use operating leases, net | 3,052,351 | 310,361 | 0 |
Construction in progress | 297,097 | 417,082 | 0 |
Fixed assets, net of accumulated depreciation | 2,347,651 | 6,282 | 7,854 |
Total Assets | 6,197,562 | 798,514 | 100,820 |
Current liabilities | |||
Stock payable | 0 | 37,186 | |
Current liabilities | |||
Accounts payable and accrued liabilities | 2,376,577 | 1,069,331 | 648,714 |
Accrued interest | 5,309 | 137,522 | 82,870 |
Derivative liabilities | 0 | 807,682 | 1,488,423 |
Lease liability – operating leases, current portion | 102,133 | 8,905 | 0 |
Convertible notes payable, net of discount | 0 | 317,405 | 77,112 |
Convertible note payable, in default | 0 | 122,166 | 122,166 |
SBA Loan Payable | 460,406 | 460,406 | 0 |
Other current liabilities | 96,136 | 95,256 | 0 |
Preferred stock dividends payable | 125,014 | 9,967 | 0 |
Total current liabilities | 3,165,575 | 3,028,640 | 2,419,285 |
Lease Liability- operating leases, non-current | 3,092,130 | 312,099 | 0 |
Total Liabilities | 6,257,705 | 3,340,739 | 2,419,285 |
Commitments and contingencies | 0 | 0 | 0 |
Stockholders' equity (deficit) | |||
Common stock subscribed | 156,441 | 0 | |
Common stock | 2,128,537 | 1,553,812 | 812,684 |
Additional paid-in capital | 18,055,972 | 10,340,821 | 8,407,977 |
Accumulated deficit | (20,410,741) | (14,437,168) | (11,576,574) |
Total stockholders' equity (deficit) | (60,143) | (2,542,225) | (2,318,465) |
Total liabilities and stockholders' equity (deficit) | 6,197,562 | 798,514 | 100,820 |
Series A Preferred Stock [Member] | |||
Stockholders' equity (deficit) | |||
Preferred stock | 0 | 48 | 0 |
Series C Preferred Stock [Member] | |||
Stockholders' equity (deficit) | |||
Preferred stock | 9,406 | 0 | |
Series X Preferred Stock [Member] | |||
Stockholders' equity (deficit) | |||
Preferred stock | $ 242 | $ 262 | $ 262 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fixed assets, accumulated depreciation (in Dollars) | $ 19,590 | $ 1,572 | $ 0 |
Convertible notes payable, discount (in Dollars) | $ 0 | $ 756,795 | $ 646,888 |
Common stock, shares outstanding | 212,853,706 | 155,381,183 | 81,268,443 |
Common stock, shares issued | 212,853,706 | 155,381,183 | 81,268,443 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Series A Preferred Stock [Member] | |||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 4,800 | 0 |
Preferred stock, shares outstanding | 0 | 4,800 | 0 |
Series C Preferred Stock [Member] | |||
Preferred stock, par value (in Dollars per share) | $ 0.01 | ||
Preferred stock, shares issued | 940,644 | ||
Preferred stock, shares outstanding | 940,644 | ||
Series X Preferred Stock [Member] | |||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 24,227 | 26,227 | 26,227 |
Preferred stock, shares outstanding | 24,227 | 26,227 | 26,227 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Revenue | $ 13,528 | $ 0 | $ 24,744 | $ 0 | $ 0 | $ 3,500 |
Operating expenses: | ||||||
Cost of goods sold | 2,486 | 0 | 7,804 | 0 | ||
Gross Profit (loss) | 11,042 | 0 | 16,940 | 0 | ||
General and administrative | 1,780,456 | 607,704 | 4,136,574 | 1,730,036 | 2,533,569 | 1,447,582 |
Total operating expenses | 1,780,456 | 607,704 | 4,136,574 | 1,730,036 | 2,533,569 | 1,447,582 |
Net Operating Loss | (1,769,414) | (607,704) | (4,119,634) | (1,730,036) | (2,533,569) | (1,444,082) |
Other income (expense): | ||||||
Interest expense | 0 | (537,184) | (966,123) | (1,124,219) | (1,515,902) | (1,609,727) |
Loss on conversion of liabilities to Preferred Stock | 0 | (255,176) | ||||
Loss on legal settlement | 0 | 0 | (70,000) | 0 | 0 | (26,924) |
Loss on conversion of notes | 0 | (161,458) | ||||
Gain on settlement of accounts payable | 0 | 49,351 | 6,045 | 397,962 | 399,761 | 251,536 |
Gain on settlement of accrued salary | 0 | 6,988 | 0 | 6,988 | 6,988 | 0 |
Gain on settlement of notes payable | 0 | 0 | 1,836 | 0 | 35,236 | 70,000 |
Grant income | (52) | 0 | 0 | 3,000 | 3,000 | 0 |
(Loss) Gain on revaluation of derivative liabilities | 0 | 51,940 | (493,455) | 498,095 | 508,839 | (709,431) |
Gain on settlement of warrants | 235,053 | 0 | ||||
Total other expense | (52) | (428,905) | (1,521,697) | (218,174) | (327,025) | (2,441,180) |
Loss before provision for income taxes | (1,769,466) | (1,036,609) | (5,641,331) | (1,948,210) | (2,860,594) | (3,885,262) |
Provision for income taxes | 0 | 0 | 0 | 0 | 0 | 0 |
Net loss | (1,769,466) | (1,036,609) | (5,641,331) | (1,948,210) | (2,860,594) | (3,885,262) |
Preferred stock dividends | (40,433) | (19,392) | (115,047) | (56,143) | (75,535) | |
Preferred stock deemed dividends | 0 | 0 | (332,242) | |||
Net loss available to common shareholders | $ (1,809,899) | $ (1,056,001) | $ (6,088,620) | $ (2,004,353) | $ (2,936,129) | $ (3,885,262) |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.03) | $ (0.09) |
Weighted average shares outstanding - basic and diluted (in Shares) | 208,784,236 | 100,262,378 | 199,678,995 | 94,154,754 | 105,177,272 | 45,248,520 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series A Preferred Stock [Member]Common Stock [Member] | Series A Preferred Stock [Member]Additional Paid-in Capital [Member] | Series A Preferred Stock [Member]Retained Earnings [Member] | Series A Preferred Stock [Member] | Series X Preferred Stock [Member]Preferred Stock [Member] | Series X Preferred Stock [Member] | Series C Preferred Stock [Member]Preferred Stock [Member] | Series C Preferred Stock [Member]Additional Paid-in Capital [Member] | Series C Preferred Stock [Member] | Common Stock [Member]Convertible Debt [Member] | Common Stock [Member]Cashless Option Conversion [Member] | Common Stock [Member]Stock Issued for Dividends Payable [Member] | Common Stock [Member]Convertible Debt [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Convertible Debt [Member] | Additional Paid-in Capital [Member]Discount on Note Payable Due to Warrants [Member] | Additional Paid-in Capital [Member]Cashless Option Conversion [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 Subscribed [Member] | Convertible Debt [Member] | Discount on Note Payable Due to Warrants [Member] | Stock Issued for Dividends Payable [Member] | Convertible Debt [Member] | Total |
Balance at Dec. 31, 2018 | $ 315,982 | $ 5,684,208 | $ 37,186 | $ (7,691,312) | $ (1,653,936) | ||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2018 | 31,598,236 | ||||||||||||||||||||||||||||
Vesting of shares issued to employees | 212,187 | 212,187 | |||||||||||||||||||||||||||
Common stock issued for legal settlement | $ 14,012 | 87,016 | 101,028 | ||||||||||||||||||||||||||
Common stock issued for legal settlement (in Shares) | 26,227 | 1,401,224 | |||||||||||||||||||||||||||
Cash paid for common stock | $ 910,837 | ||||||||||||||||||||||||||||
Cash paid for common stock (in Shares) | 26,227 | ||||||||||||||||||||||||||||
Stock issued for services | $ 3,000 | 19,005 | $ 22,005 | ||||||||||||||||||||||||||
Stock issued for services (in Shares) | 300,000 | 300,000 | |||||||||||||||||||||||||||
Cancellation of shares | $ (7,000) | 7,000 | $ 7,000 | ||||||||||||||||||||||||||
Cancellation of shares (in Shares) | (700,000) | 700,000 | |||||||||||||||||||||||||||
Stock issued as compensation | $ 69,750 | (69,750) | |||||||||||||||||||||||||||
Stock issued as compensation (in Shares) | 6,975,000 | 6,975,000 | |||||||||||||||||||||||||||
Settlement of derivative liability | 881,296 | $ 881,296 | |||||||||||||||||||||||||||
Settlement of derivative liability (in Shares) | 26,227 | 1,401,224 | |||||||||||||||||||||||||||
Discount on notes payable | 225,393 | 225,393 | |||||||||||||||||||||||||||
Debt discount due to issuance of warrants | $ 34,500 | $ 34,500 | |||||||||||||||||||||||||||
Imputed interest | 9,018 | 9,018 | |||||||||||||||||||||||||||
Common stock issued for the cashless exercise of warrants | $ 35,149 | (35,149) | |||||||||||||||||||||||||||
Common stock issued for the cashless exercise of warrants (in Shares) | 3,514,900 | ||||||||||||||||||||||||||||
Gain on settlement | 35,532 | 35,532 | |||||||||||||||||||||||||||
Stock issued for payable | $ 262 | $ 381,791 | $ 407,146 | 910,575 | $ 788,937 | $ 788,937 | 910,837 | ||||||||||||||||||||||
Stock issued for payable (in Shares) | 26,227 | 38,179,083 | |||||||||||||||||||||||||||
Deemed dividend on conversion of Preferred Stock Series A to common stock | 35,532,000,000 | ||||||||||||||||||||||||||||
Net loss for the period | (3,885,262) | (3,885,262) | |||||||||||||||||||||||||||
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 | 81,268,443 | ||||||||||||||||||||||||||
Vesting of shares issued to employees | 60,842 | $ 60,842 | |||||||||||||||||||||||||||
Vesting of stock options issued to employees | 119,227 | 119,227 | |||||||||||||||||||||||||||
Stock issued for services | $ 48 | $ 71,510 | $ 71,558 | $ 5,869 | 23,467 | $ 29,336 | |||||||||||||||||||||||
Stock issued for services (in Shares) | 4,800 | 586,985 | 386,985 | ||||||||||||||||||||||||||
Settlement of derivative liability | 528,995 | $ 528,995 | |||||||||||||||||||||||||||
Common stock issued for the cashless exercise of warrants | 17,787 | ||||||||||||||||||||||||||||
Gain on settlement | 6,988 | ||||||||||||||||||||||||||||
Common stock issued in warrant settlement agreement | $ 80,000 | 291 | 80,291 | ||||||||||||||||||||||||||
Common stock issued in warrant settlement agreement (in Shares) | 7,999,996 | ||||||||||||||||||||||||||||
Stock issued for payable | $ 315,976 | 508,066 | 824,042 | ||||||||||||||||||||||||||
Stock issued for payable (in Shares) | 31,597,490 | ||||||||||||||||||||||||||||
Preferred stock dividends | (3,967) | $ (49,176) | (56,143) | (56,143) | |||||||||||||||||||||||||
Net loss for the period | (1,948,210) | (1,948,210) | |||||||||||||||||||||||||||
Balance at Sep. 30, 2020 | $ 48 | $ 262 | $ 1,214,529 | 9,664,232 | 37,186 | (13,524,784) | (2,608,527) | ||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2020 | 4,800 | 26,227 | 121,452,914 | ||||||||||||||||||||||||||
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 | 81,268,443 | ||||||||||||||||||||||||||
Vesting of shares issued to employees | 67,623 | $ 67,623 | |||||||||||||||||||||||||||
Vesting of stock options issued to employees | 421,502 | 421,502 | |||||||||||||||||||||||||||
Common stock issued for legal settlement (in Shares) | 7,999,996 | ||||||||||||||||||||||||||||
Stock issued for services | $ 48 | 71,510 | 71,558 | $ 2,000 | 5,680 | 7,680 | |||||||||||||||||||||||
Stock issued for services (in Shares) | 4,800 | 200,000 | |||||||||||||||||||||||||||
Settlement of derivative liability | $ 80,000 | 380,562 | 460,562 | ||||||||||||||||||||||||||
Settlement of derivative liability (in Shares) | 7,999,996 | ||||||||||||||||||||||||||||
Discount on notes payable | 0 | ||||||||||||||||||||||||||||
Imputed interest | 0 | ||||||||||||||||||||||||||||
Gain on settlement | (37,186) | (37,186) | |||||||||||||||||||||||||||
Stock issued for payable | $ 21,511 | $ 633,748 | $ 3,869 | $ 44,057 | $ 999,658 | 17,787 | $ 65,568 | 1,633,406 | 21,656 | ||||||||||||||||||||
Stock issued for payable (in Shares) | 2,151,204 | 63,374,555 | 386,985 | ||||||||||||||||||||||||||
Preferred stock dividends | (65,568) | (75,535) | (75,535) | ||||||||||||||||||||||||||
Net loss for the period | (2,860,594) | (2,860,594) | |||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Balance at Jun. 30, 2020 | $ 48 | $ 262 | $ 987,962 | 9,058,332 | 37,186 | (12,488,175) | $ (2,404,385) | ||||||||||||||||||||||
Balance (in Shares) at Jun. 30, 2020 | 4,800 | 26,227 | 98,796,144 | ||||||||||||||||||||||||||
Vesting of shares issued to employees | 7,792 | 7,792 | |||||||||||||||||||||||||||
Vesting of stock options issued to employees | 91,647 | 91,647 | |||||||||||||||||||||||||||
Stock issued for services | $ 3,869 | 17,787 | 21,656 | ||||||||||||||||||||||||||
Stock issued for services (in Shares) | 386,985 | ||||||||||||||||||||||||||||
Stock issued for payable | $ 222,698 | 508,066 | 730,764 | ||||||||||||||||||||||||||
Stock issued for payable (in Shares) | 22,269,785 | ||||||||||||||||||||||||||||
Preferred stock dividends | (19,392) | (19,392) | |||||||||||||||||||||||||||
Net loss for the period | (1,036,609) | (1,036,609) | |||||||||||||||||||||||||||
Balance at Sep. 30, 2020 | $ 48 | $ 262 | $ 1,214,529 | 9,664,232 | $ 37,186 | (13,524,784) | (2,608,527) | ||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2020 | 4,800 | 26,227 | 121,452,914 | ||||||||||||||||||||||||||
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 | 7,897 | $ 7,897 | |||||||||||||||||||||||||||
Vesting of stock options issued to employees | 203,858 | 203,858 | |||||||||||||||||||||||||||
Shares issued for exercise of stock options | $ 82,816 | 156,184 | 239,000 | ||||||||||||||||||||||||||
Shares issued for exercise of stock options (in Shares) | 8,281,668 | ||||||||||||||||||||||||||||
Common stock issued for legal settlement | $ (20) | $ (13,620) | 141,550 | 127,910 | |||||||||||||||||||||||||
Common stock issued for legal settlement (in Shares) | (2,000) | (1,362,047) | |||||||||||||||||||||||||||
Cash paid for common stock | $ 30,000 | $ 1,461,283 | $ 1,491,283 | $ 66,750 | 1,601,250 | 1,668,000 | |||||||||||||||||||||||
Cash paid for common stock (in Shares) | 3,000,000 | 6,672,000 | |||||||||||||||||||||||||||
Warrants issued with Preferred Stock Series C | 1,268,717 | 1,268,717 | |||||||||||||||||||||||||||
Shares of common stock issued for conversion of Preferred Stock Series C | $ (48) | $ 6,000 | (5,952) | $ (20,594) | $ 82,374 | (61,780) | |||||||||||||||||||||||
Shares of common stock issued for conversion of Preferred Stock Series C (in Shares) | (4,800) | 600,000 | (2,059,356) | 8,237,425 | |||||||||||||||||||||||||
Stock issued for services | 0 | $ 10,963 | 410,596 | 421,559 | |||||||||||||||||||||||||
Stock issued for services (in Shares) | 1,099,320 | ||||||||||||||||||||||||||||
Settlement of derivative liability (in Shares) | (2,000) | (1,362,047) | |||||||||||||||||||||||||||
Common stock issued for the cashless exercise of warrants | 0 | ||||||||||||||||||||||||||||
Stock issued for payable | $ 339,442 | $ 2,314,353 | $ 156,441 | $ 2,653,795 | 156,441 | ||||||||||||||||||||||||
Stock issued for payable (in Shares) | 33,944,157 | ||||||||||||||||||||||||||||
Deemed dividend on conversion of Preferred Stock Series A to common stock | $ 206,242 | $ (206,242) | 126,000 | (126,000) | |||||||||||||||||||||||||
Preferred stock dividends | $ (1,000) | (46,677) | (115,047) | (115,047) | |||||||||||||||||||||||||
Net loss for the period | (5,641,331) | (5,641,331) | |||||||||||||||||||||||||||
Balance at Sep. 30, 2021 | $ 242 | $ 9,406 | $ 2,128,537 | 18,055,972 | (20,410,741) | 156,441 | $ (60,143) | ||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2021 | 24,227 | 940,644 | 212,853,706 | 212,853,706 | |||||||||||||||||||||||||
Balance at Jun. 30, 2021 | $ 242 | $ 19,406 | $ 2,081,887 | 17,920,912 | (18,641,275) | (41,000) | $ 1,340,172 | ||||||||||||||||||||||
Balance (in Shares) at Jun. 30, 2021 | 24,227 | 1,940,644 | 208,188,705 | ||||||||||||||||||||||||||
Vesting of shares issued to employees | 2,564 | 2,564 | |||||||||||||||||||||||||||
Vesting of stock options issued to employees | 199,079 | 199,079 | |||||||||||||||||||||||||||
Shares issued for exercise of stock options | $ 3,150 | $ 3,500 | $ (3,150) | 7,000 | 10,500 | ||||||||||||||||||||||||
Shares issued for exercise of stock options (in Shares) | 315,000 | 350,000 | |||||||||||||||||||||||||||
Cash paid for common stock | 41,000 | 41,000 | |||||||||||||||||||||||||||
Shares of common stock issued for conversion of Preferred Stock Series C | $ (10,000) | $ 40,000 | (30,000) | ||||||||||||||||||||||||||
Shares of common stock issued for conversion of Preferred Stock Series C (in Shares) | (1,000,000) | 4,000,001 | |||||||||||||||||||||||||||
Stock issued for payable | 156,441 | 156,441 | |||||||||||||||||||||||||||
Preferred stock dividends | $ (15,141) | (40,433) | (40,433) | ||||||||||||||||||||||||||
Net loss for the period | (1,769,466) | (1,769,466) | |||||||||||||||||||||||||||
Balance at Sep. 30, 2021 | $ 242 | $ 9,406 | $ 2,128,537 | $ 18,055,972 | $ (20,410,741) | $ 156,441 | $ (60,143) | ||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2021 | 24,227 | 940,644 | 212,853,706 | 212,853,706 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Parentheticals) - Stock Subscribed [Member] | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Preferred stock dividends, per share | $ 3.62 |
Preferred stock dividends, stated value per year | 10.00% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (5,641,331) | $ (1,948,210) | $ (2,860,594) | $ (3,885,262) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 78,954 | 1,179 | 1,572 | 0 |
Amortization of right-to-use asset | 71,349 | 0 | 4,318 | 0 |
Gain on settlement of notes payable | (1,836) | 0 | (35,236) | (70,000) |
Gain on settlement of accounts payable | 0 | (397,962) | (399,761) | (251,536) |
Gain on conversion of accrued salary | 0 | (6,988) | (6,988) | 0 |
Gain (Loss) on revaluation of derivative liabilities | 493,455 | (498,095) | (508,839) | 709,431 |
Derivative expense | 0 | 125,869 | 125,869 | 572,895 |
Amortization of loan fees | 0 | 18,000 | 30,000 | 0 |
Amortization of discount on notes payable | 756,795 | 785,724 | 1,128,885 | 848,845 |
Share-based compensation | 761,222 | 259,307 | 568,363 | 234,192 |
Changes in assets and liabilities: | ||||
Accounts receivables | (7,319) | 0 | ||
Prepaid expenses | (28,844) | 5,937 | 9,721 | 2,500 |
Inventory | (22,794) | 0 | ||
Accounts payable and accrued liabilities | 1,651,191 | 371,972 | 522,758 | 524,858 |
Operating lease liability | 59,920 | 0 | 6,325 | 0 |
Other current liabilities | 880 | 1,634 | 2,488 | 0 |
Accrued interest | 203,447 | 89,642 | 125,310 | 81,575 |
Net cash used in operating activities | (1,624,911) | (1,191,991) | (1,520,862) | (784,469) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Cash paid for acquisition of fixed assets | (2,300,338) | 0 | 0 | (7,854) |
Net cash used in investing activities | (2,300,338) | 0 | 0 | (7,854) |
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 discount | 0 | 1,381,406 | 1,673,406 | 1,048,500 |
Proceeds from sale of common stock | 51,500 | 0 | ||
Principal payments on notes payable | (177,534) | (171,000) | (171,000) | (174,236) |
Net cash provided by financing activities | 4,301,966 | 1,210,406 | 1,502,406 | 874,264 |
Net increase (decrease) in cash and cash equivalents | 376,717 | 18,415 | (18,456) | 81,941 |
Cash and cash equivalents at beginning of period | 64,789 | 83,245 | 83,245 | 1,304 |
Cash and cash equivalents at end of period | 441,506 | 101,660 | 64,789 | 83,245 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Interest paid | 2,680 | 2,680 | 2,680 | 86,241 |
Income taxes paid | 0 | 0 | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Stock issued for conversion of debt and accrued interest | 2,653,795 | 0 | 1,633,406 | 627,479 |
Stock issued for legal settlement | 0 | 74,104 | ||
Preferred Stock issued for conversion of liabilities | 0 | 655,661 | ||
Discount on notes payable due to warrants | 0 | 34,500 | ||
Settlement of derivative liabilities | (1,301,137) | 1,020,449 | ||
Cashless exercise of warrants | 0 | 50,986 | 290,000 | 35,149 |
Gain on settlement of accounts payable - related parties | 0 | 35,532 | ||
Issued of Series A Preferred Stock to consultants | 421,559 | 29,336 | 7,680 | 22,005 |
Preferred stock dividend | 115,047 | 56,143 | 75,535 | |
Preferred Stock dividends payable converted to common stock | 332,242 | 0 | 65,568 | 0 |
Discount on notes payable due to derivative liabilities | 0 | 999,800 | 1,234,792 | 1,087,000 |
Beneficial conversion features | 0 | 225,393 | ||
Settlement of derivative liabilities | 528,995 | 460,562 | 881,296 | |
Conversion to common stock | 0 | 9,721 | ||
Par value of shares returned for cancellation | 0 | 7,000 | ||
Shares issued for debt conversion | 0 | 617,000 | ||
Shares issued for accrued salary conversion | 0 | 17,787 | ||
Accrued interest converted to equity | 0 | 36,983 | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Loss on conversion of notes payable to common stock | 0 | 161,458 | ||
Loss on conversion of liabilities to Preferred Stock | 0 | 255,176 | ||
Loss on legal settlement | 70,000 | 0 | 0 | 26,924 |
(Gain) on settlement of warrants | (235,053) | 0 | ||
Imputed interest | 0 | 9,018 | ||
Due to related parties | 0 | $ (4,543) | ||
Accounts Payable [Member] | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Conversion to common stock | 102,333 | 0 | ||
Accrued Payroll [Member] | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Conversion to common stock | 50,000 | 0 | ||
Stock Subscribed [Member] | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Conversion to common stock | 156,441 | 0 | ||
Series A Preferred Stock [Member] | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Issued of Series A Preferred Stock to consultants | 0 | 71,558 | $ 71,558 | |
Preferred stock dividend | 1,000 | 3,967 | ||
Conversion of Series A Preferred stock to common stock | 6,000 | 0 | ||
Series C Preferred Stock [Member] | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Conversion of Series A Preferred stock to common stock | $ 61,781 | $ 0 |
Description of Business
Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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. Since 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, Mitesco NA LLC, which holds The Good Clinic LLC, a Colorado limited liability company for our clinic business. The Company had previously established a strategy to address opportunities in Europe generally seeking technology solutions, or financing situations, through a Dublin based subsidiary, Acelerar Healthcare Holdings Ltd. After a review of its near-term opportunities in North America, the Board of Directors has determined that any efforts in the European community should be discontinued so that it can best focus on its North American operations. In conjunction with this decision the Company for the period ending December 31, 2021 it will take a one-time charge of $12,500 related to the discontinuation and wind down of its European efforts. We opened our first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021 and have five (5) operating at the time of this filing. We have two (2) additional sites under contract with build-out underway in the Denver metropolitan areas before the end of 2022. We are making plans for up to opening up to fifty (50) new clinics in the next three years, in addition to any existing sites we might acquire. | 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. Effective April 22, 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 The Good Clinic LLC, a Colorado limited liability company for our clinic business. We entered into an agreement with four senior executives from Minute Clinic James Woodburn, Kevin Lee Smith, Michael Howe, and Rebecca Hafner-Fogarty (the “Sellers”) with the skills and know-how to assist the Company in the establishment of a series of clinics utilizing Nurse Practitioners and telemedicine technology in States where full practice authority for Nurse Practitioners is supported. We issued 4,800 shares of our Series A Preferred Stock to these individuals as compensation. We valued the 4,800 shares of the Series A Preferred Stock at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant. We opened our first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021 and have five (5) operating at the time of this filing. We have two (2) additional sites under contract with build-out underway in the Denver metropolitan areas before the end of 2022. We are making plans for up to opening up to fifty (50) new clinics in the next three years, in addition to any existing sites we might acquire. |
Financial Condition, Going Conc
Financial Condition, Going Concern and Management Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 September 30, 2021, the Company had cash of $442,000, current liabilities of $3,166,000, 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 nine months ended September 30, 2021, the Company closed on a $3,000,000 Series C Preferred Stock and warrants offering and $1,668,000 restricted Common Stock offering. 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 condensed 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. PPP Loan 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 25, 2020, the Company entered 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. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note. COVID -19 Impact The Company has had some impact on its operations because 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. | N ote 2 Financial Condition, Going Concern and Management Plans As of December 31, 2020, the Company had cash of $64,789, current liabilities of $3,028,640, and has incurred a loss from operations. The Company’s principal operation is the development and deployment of software and systems for the healthcare marketplace. The Company intends to a) develop and own primary care clinics operated by Nurse Practitioners, b) develop and acquire telemedical technologies, and c) 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. The Company believes that the necessary capital will be raised and has entered discussions to do so with certain individuals and companies. However, as of the date of these consolidated financial statements, no formal agreement exists. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions. 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. Subsequent to 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 it 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. We have had some impact on our operations as a result of the effect of the pandemic, primarily with accessibility to staffing, consultants and in the capital markets, and we are adjusting as needed within our 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 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | Note 3 Summary of Significant Accounting Policies We have determined that Good Clinic MN PLLC and the Good Clinic CO PLLC are Variable Interest Entity’s (“VIE”) in accordance with Financial Accounting Standards Board (“FASB”) and Accounting Standards Codification (“ASC”) Topic 810, “ Consolidation. In determining whether our Company has the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, we evaluate all of our economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity’s structure, including: the entity’s capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of our economic interests is a matter that requires the exercise of professional judgment. As of December 31, 2021 the Good Clinic MN PLLC had assets related to the collection of receivables from third party payors of X and liabilities of Y relating to payroll and payroll tax liabilities. As of December 31, 2021 the Good Clinic CO, PLLC had not started operations and had no assets or liabilities. 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. During the three months ended September 30, 2021, no additional fixed assets were acquired. During the three months ended June 30, 2021, the Company entered into three additional leases, two leases are for two new clinics and one lease was for the new corporate headquarters. During the three months ended September 30, 2021 the Company entered into three new clinic leases. With the signing of the three additional leases late in the second quarter we anticipate additional expenditures for fixed assets and leasehold improvements. During the fourth quarter of 2021 we expect to have expenditures of approximately $3 million related to construction and equipment related to these new clinic locations. 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 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. New Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. Recent Accounting Standards Adopted in the Year 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. 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 has adopted ASU No. 2019-12, “Income Taxes (Topic 740) however giving the Company’s historical losses and full valuation allowance it did not have an impact on its condensed consolidated financial statements and related disclosures. Recent Accounting Standards Not Yet Adopted 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. | Note 3 Summary of Significant Accounting Policies Basis of Accounting 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 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 will be 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 Derivative Financial Instruments The following assumptions were used for the valuation of the derivative liability related to the convertible notes that contain a derivative component during the year ended December 31, 2020: - The stock prices of $0.0198 to $0.0425 in these periods would fluctuate with the Company projected volatility. - The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note or warrant ranged from 135.6% through 220.0% at derivative treatment, issuance, conversion, exercise, and quarters ends. The Company continues to trade with high volatility. - The Holder would automatically convert the note at the maximum of 2 times the conversion price if the company was not in default. - The Holder would automatically convert the note before maturity if the registration was effective and the company was not in default. The Holder would automatically convert the note early based on ownership or trading volume limitations and the Company would redeem the unconverted balances at maturity. - A change of control and fundamental transaction would occur initially 0% of the time and increase monthly by 0% to a maximum of 0% – based on management being in control and no desire to sell the Company. - A reset event would adjust the Notes conversion price triggered by either a capital raise; stock issuance; settlement; or conversion/exercise. The reset events are projected to occur annually starting 3 months following the date of valuation. - For the variable rate Notes (30%, 39% or 45% discount), the Holder would convert with effective discount rates of 35.95% to 56.00% (based on the lookback terms). - The Company would redeem the notes at maturity if the conversion value was less than the payment with penalties. For the majority of the notes during the period redemption is projected 0% of the time, increasing 0% per month to a maximum of 0%. - The cash flows are discounted to net present values using risk free rates. Discount rates were based on risk free rates in effect based on the remaining term. - An event of default would occur 10% of the time, increasing 0% per month to a maximum of 10%. 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 2012. Business Combinations- ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. Impairment of Long-Lived Assets- Financial Instruments and Fair Values- Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. We have performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. We adopted the ASU and related amendments on January 1, 2019. We elected the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. During the year ended December 31, 2020, we recorded a right-to-use asset and an operating lease liability in the amount of $328,500. This pronouncement is not expected to have an ongoing material effect on our financial statements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment 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 also 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 and nine months ended September 30, 2021, and 2020, respectively: For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Numerator Net loss applicable to common shareholders $ (1,809,899 ) $ (1,056,001 ) $ (6,088,620 ) $ (2,004,353 ) Denominator Weighted Average shares outstanding 208,784,236 100,262,378 199,678,995 94,154,754 Net loss per share Basic and diluted $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.02 ) 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 September 30, 2021, and 2020, the following shares were issuable and excluded from the calculation of diluted loss: For the nine months ended September 30, 2021 2020 Common Stock options 18,386,211 67,689 Common Stock purchase warrants 12,600,000 - Convertible Preferred Stock Series C 8,237,425 - Accrued interest on Preferred Stock 494,883 32,784 Potentially dilutive securities 39,718,519 100,663 | 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 years ended December 31, 2020 and 2019, respectively: December 31, 2020 2019 Numerator: Net loss applicable to common shareholders $ (2,936,129 ) $ (3,885,262 ) Denominator: Weighted average common shares outstanding 105,177,272 45,248,520 Net loss per share data: Basic and diluted $ (0.03 ) $ (0.09 ) 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 December 31, 2020 and 2019, the following shares were issuable and excluded from the calculation of diluted loss: December 31, 2020 2019 Convertible Notes 79,475,904 36,135,065 Options 13,453,879 67,879 Warrants - 2,800,000 Accrued interest on Preferred Stock 92,253 - Total 93,022,036 39,002,944 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | Note 5 Related Party Transactions For the three months ended September 30, 2021: On July 21, 2021, the Company issued a total of 3,000,000 stock option awards to the Company’s executive officers: 1,500,000 to its Chief Executive Officer, 750,000 to its Chief Financial Officer and 750,000 to its Chief Legal Officer. The options will expire on the ten-year anniversary of the grant date and will vest following the Company’s achievement of a total of $30 million of revenues over four consecutive quarters, as recorded under generally accepted accounting principles of the United States of America. The options have a strike price of $0.25 the amount was based on the price of the lowest investment amount offered to outside investors in 2021 and is higher than the closing price on the date they were granted. On August 26, 2021, the Company issued 312,800 restricted shares of the Company’s Common Stock priced at $0.25, vesting immediately, in lieu of $78,200 of cash compensation owed to the Company’s Chief Executive Officer for services rendered to the Company prior to 2021. During the three months ended September 30, 2021, the Company accrued dividends on its Series X Preferred Stock in the total amount of $15,141. Of this amount, a total of $2,000 was payable to officers and directors, $7,816 was payable to a related party shareholder, and $5,325 was payable to non-related parties. For the nine months ended September 30, 2021: On July 21, 2021, the Company issued a total of 3,000,000 stock option awards to the Company’s executive officers: 1,500,000 to its Chief Executive Officer, 750,000 to its Chief Financial Officer and 750,000 to its Chief Legal Officer. The options will expire on the ten-year anniversary of the grant date and will vest following the Company’s achievement of a total of $30 million of revenues over four consecutive quarters, as recorded under generally accepted accounting principles of the United States of America. The options have a strike price of $0.25 the amount was based on the price of the lowest investment amount offered to outside investors in 2021 and is higher than the closing price on the date they were granted. On August 26, 2021, the Company issued 312,800 restricted shares of the Company’s Common Stock priced at $0.25, vesting immediately, in lieu of $78,200 of cash compensation owed to the Company’s Chief Executive Officer for services rendered to the Company prior to 2021. During the nine months ended September 30, 2021, the Company accrued dividends on its Series X Preferred Stock in the total amount of $46,677. Of this amount, a total of $6,000 was payable to officers and directors, $23,444 was payable to a related party shareholder, and $17,233 was payable to non-related parties. For the three months ended September 30, 2020: On August 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $56,037, 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. During the nine months ended September 30, 2020, the amount of $11,595 was charged to operations in connection these options. For the nine months ended September 30, 2020: On February 27, 2020, the Company agreed to issue 1,000,000 ten 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 have a fair value at issuance of $58,743 per individual (a total of $176,229), an exercise price of $0.05 per share, and vest over a three On June 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $28,460, an exercise price of $0.03 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the nine months ended September 30, 2020, the amount of $9,487 was charged to operations in connection these options. On August 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $56,037, 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. During the nine months ended September 30, 2020, the amount of $11,595 was charged to operations in connection these options. During the nine months ended September 30, 2020, the Company charged the amount of $69,342 to operations in connection with the vesting of restricted Common Stock as follows: $27,196 for shares issued to management; $26,511 for shares issued to board members; and $15,635 related to shares issued to an employee. Julie Smith, our former President, Chief Operating Officer, and a Board member, resigned effective June 30, 2020; at the time of her resignation, a total of 1,000,000 shares of the Company’s Common Stock issued to Ms. Smith for compensation as a board member were vested, and remain outstanding; an additional 250,000 shares of Common Stock issued to Ms. Smith for compensation as an officer were vested, and also remain outstanding; 750,000 shares of Common Stock to be issued to Ms. Smith for compensation as an officer had not vested, and these shares were cancelled. During the nine months ended September 30, 2020, the Company accrued dividends on its Series X Preferred stock in the total amount of $49,176. Of this amount, a total of $9,750 was payable to officers and directors, $23,443 was payable to a related party shareholder, and $15,983 was payable to non-related parties. | Note 5 Related Party Transactions For the year ended December 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 $39,162 per director (a total of $78,324), an exercise price of $0.05 per share, and vest over a three On March 2, 2020, the Company agreed to issue 1,500,000 ten On June 1, 2020, the Company agreed to issue 1,000,000 ten On August 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $56,037, 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 changed to $0.03 per share reflecting the market price at the time (see note 10). During the year ended December 31, 2020, the amount of $56,067 was charged to operations in connection these options. On December 28, 2020, the Company agreed to issue 100,000 options with a fair value of $2,465 to each to its four non-management directors (a total of 400,000 options with a fair value of $9,860). These options have an exercise price of $0.03 per share and vested upon issuance. The Company valued these options using the Black-Scholes valuation model. During the year ended December 31, 2020, the amount of $2,465 was charged to operations in connection with each of these options grants (a total of $9,860 for 400,000 options). On December 28, 2020, the Company agreed to issue 1,000,000 options with a fair value of $24,645 to each to Chief Executive Officer and to a consultant (a total of 2,000,000 options with a fair value of $49,290). These options have an exercise price of $0.03 per share and vested upon issuance. The Company valued these options using the Black-Scholes valuation model. During the year ended December 31, 2020, the amount of $24,645 was charged to operations in connection with each of these options grants (a total of $49,290 for 2,000,000 options). During the year ended December 31, 2020, the Company charged the amount of $67,623 to operations in connection with the vesting of restricted Common Stock as follows: $15,856 for shares issued to management; $32,614 for shares issued to Board members; and $7,135 related to shares issued to an employee. Julie R. Smith, our former President, Chief Operating Officer, and a Board member, resigned effective June 30, 2020; at the time of her resignation, a total of 1,000,000 shares of the Company’s Common Stock issued to Ms. Smith for compensation as a Board member were vested, and remain outstanding; an additional 250,000 shares of Common Stock issued to Ms. Smith for compensation as an officer were vested, and also remain outstanding; 750,000 shares of Common Stock to be issued to Ms. Smith for compensation as an officer had not vested, and these shares were cancelled. A total of $11,909 was charged to operations for the vesting of shares issued to Ms. Smith. During the year ended December 31, 2020, the Company accrued dividends on its Series X Preferred Stock in the total amount of $65,568. Of this amount, a total of $8,000 was payable to officers and directors, $31,258 was payable to a related party shareholder, and $26,310 was payable to non-related parties. On December 31, 2020, the Company issued 2,151,204 shares of Common Stock as payment for dividends accrued on its Series X Preferred Stock in the amount of $65,568. Of this amount, a total of 262,478 shares in the amount of $8,000 were issued to officers and directors; 1,025,514 shares in the amount of $31,528 were issued to a consultant; and 863,212 shares in the amount of $26,310 were issued to non-related parties. For the year ended December 31, 2019: On March 11, 2019, the Company issued 100,000 shares of Common Stock to its President as compensation. These shares were valued at the market price of the Company’s Common Stock on the date of the grant, and the amount of $8,740 was charged to operations during the year ended December 31, 2019. On March 11, 2019, the Company issued 100,000 shares of Common Stock to a Board member as compensation These shares were valued at the market price of the Company’s Common Stock on the date of the grant, and the amount of $8,740 was charged to operations during the year ended December 31, 2019. On July 29, 2019, the Company cancelled 300,000 shares of Common Stock previously issued to its former President. The par value of these shares in the amount of $3,000 was charged to paid-in capital during the year ended December 31, 2019. On August 10, 2019, the Company issued 1,000,000 shares of Common Stock with a fair value of $60,000 to a Board member pursuant to a director advisory agreement. These shares were valued at the market price of the Company’s Common Stock on the date of the grant. The fair value of these shares will be recognized ratably over the vesting period; during the year ended December 31, 2019, the amount of $60,000 was charged to operations in connection with these shares. On August 10, 2019, the Company issued 775,000 shares of Common Stock with a fair value of $46,500 to a Board member pursuant to a director advisory agreement. These shares were valued at the market price of the Company’s Common Stock on the date of the grant. The fair value of these shares will be recognized ratably over the vesting period; during the year ended December 31, 2019, the amount of $46,500 was charged to operations in connection with these shares. On August 10, 2019, the Company issued 200,000 shares of Common Stock with a fair value of $12,000 to a Board member pursuant to a director advisory agreement. These shares were valued at the market price of the Company’s Common Stock on the date of the grant. The fair value of these shares will be recognized ratably over the vesting period; during the year ended December 31, 2019, the amount of $12,000 was charged to operations in connection with these shares. During the year ended December 31, 2019, the Company recognized the amount of $16,085 each to its Chief Executive Office and its President and Chief Operating Officer in connection with the vested portion of Common Stock awards for their duties as Board members; in addition, the Company recognized the amount of $5,7133 each to its Chief Executive Office and its President and Chief Operating Officer in connection with the vested portion of Common Stock awards for their duties as Executives. On December 31, 2019, the Company issued a total of 26,227 shares of Series X Preferred Stock in settlement of various liabilities. All of the entities who received these shares were related parties, either because they were officer and or directors, or because the voting rights attached to these shares created a related party relationship. The shares of Series X Preferred Stock were issued as follows: Type of Share Liability Name Liability # shares Value Amount Loss Ronald Riewold, Director Deferred Compensation 1,200 $ 41,675 $ 30,000 $ (11,675 ) Larry Diamond, Director and CEO Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) Julie R. Smith, Director, COO and President (c) (now ex-Officer and Director) Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) James Crone, ex-Officer and Director Deferred Compensation 2,884 $ 100,158 $ 72,089 $ (28,069 ) Louis Deluca, ex-Officer and Director Deferred Compensation 2,400 $ 83,350 $ 60,000 $ (23,350 ) Irish Italian Retirement Fund Consulting services, notes payable (a) 12,503 $ 434,216 $ 312,572 (a) $ (121,644 ) Frank Lightmas Legal fees 3,240 $ 112,522 $ 81,000 (b) $ (31,522 ) Total 26,227 $ 910,837 $ 655,661 $ (255,176 ) (a) Amount consists of accounts payable for consulting services of $174,813, and principal plus interest due on notes payable in the amount of $137,759. (b) Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees. (c) Ms. Smith resigned effective July 1, 2020. |
Right to Use Assets and Lease L
Right to Use Assets and Lease Liabilities - Operating Leases | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 6 - Right to Use Assets and Lease Liabilities Operating Leases The Company leases clinic and administrative facilities under operating leases. The Company evaluates its contracts to determine if an arrangement is a lease at inception and classify it as a finance or operating lease. Currently, all the Company’s leases are classified as operating leases. Leased assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term. The lease terms may include options to extend when it is reasonably certain that the Company will exercise that option. Topic ASC 842 requires the Company to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. Right-of-use assets are recorded in other assets on the Company’s condensed consolidated balance sheets. Current and non-current lease liabilities are recorded in other accruals within current liabilities and other non-current liabilities, respectively, on its condensed consolidated balance sheets. Costs associated with operating leases are recognized on a straight-line basis within operating expenses over the term of the lease. On November 1, 2020, the Company entered into an agreement to open a clinic in Minneapolis, Minnesota. The initial lease term is 8 years. Fixed rent payments under the initial term are approximately $511,000. On May 24, 2021, the Company entered into an agreement to open a clinic in St. Louis Park, Minnesota, which is expected to begin operations in the third quarter of 2021. The initial lease term is seven years. Fixed rent payments under the initial term are approximately $673,000. Additionally, on June 8, 2021, the Company entered into an agreement to open a clinic in Eden Prairie, Minnesota, which is expected to begin operation in the third quarter of 2021. The initial lease term is eight years. Fixed rent payments under the initial term are approximately $620,000. On June 24, 2021, the Company entered into an agreement to open an administrative office in St. Louis Park, Minnesota. The initial lease term is 2.5 years. Fixed rent payments under the initial term are approximately $244,000. On August 31, 2021, the Company entered into an agreement to open a clinic in St. Paul, Minnesota, which is expected to begin operation in the fourth quarter of 2021. The initial lease term is for 114 months. Fixed rent payments under the initial term are approximately $663,000. On September 9, 2021, the Company entered into an agreement to open a clinic in Minneapolis, Minnesota, which is expected to begin operation in the fourth quarter of 2021. The initial lease term is for 90 months. Fixed rent payments under the initial term are approximately $489,000. On September 28, 2021, the Company entered into an agreement to open a clinic in Denver, Colorado, which is expected to begin operation in the first quarter of 2022. The initial lease term is for 96 months. Fixed rent payments under the initial term are approximately $640,000. As of September 30, 2021, the Company had total operating lease liabilities of approximately $3.2 million and right-of-use assets of approximately $3.1 million, which were included in the condensed consolidated balance sheet. Right to use assets – operating leases are summarized below: September 30, 2021 December 31, 2020 Clinics $ 2,869,719 $ 310,361 Administrative office 182,632 - Right to use assets, net $ 3,052,351 $ 310,361 Operating lease liabilities are summarized below: September 30, 2021 December 31, 2020 Clinics $ 2,988,118 $ 321,004 Administrative office 206,145 - Lease liability $ 3,194,263 $ 321,004 Less: current portion (102,133 ) (8,905 ) Lease liability, non-current $ 3,092,130 $ 312,099 The Company’s lease expense was entirely comprised of operating leases. Lease expense for the three months ended September 30, 2021, was $153,300 and for 2020 was $0. For the nine months ended September 30, 2021, and 2020 amounted to $212,500 and $0, respectively. The Company’s ROU asset amortization for the three months ended September 30, 2021, and 2020 was $18,500 and $0, respectively. The Company’s ROU asset amortization for the nine months ended September 30, 2021, and 2020 was $71,349 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. Maturity analysis under these lease agreements are as follows: For the twelve months ended September 30, 2022 $ 529,095 For the twelve months ended September 30, 2023 779,150 For the twelve months ended September 30, 2024 636,721 For the twelve months ended September 30, 2025 638,386 For the twelve months ended September 30, 2026 652,302 Thereafter 1,772,151 Total $ 5,007,805 Less: Present value discount (1,813,542 ) Lease liability $ 3,194,263 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Debt Disclosure [Text Block] | Note 7 Debt All obligations disclosed in this section haves been fully satisfied as of the date of this filing and the Company has no further requirements related to these notes except for the Company s PPP Loan which remains outstanding. August 2014 Series C and D Convertible Debenture 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. These obligations have been fully satisfied as of the date of this filing and the Company has no further requirements related to these matters. 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 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 25, 2020, the Company entered 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. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note. These amounts are reflected in the table below: Notes Payable Table 1: September 30, 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 $ - $ - | Note 8 Debt August 2014 Series C Convertible Debenture As part of the restructuring, all debentures issued by Trunity Holdings, Inc., to fund the former, educational business, were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not convert such debenture. The Series C Convertible Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into our Common Stock at a conversion rate of $20.20 per share. The holders of the Series C Debenture also received five year warrants to acquire up to 4,950 shares post-split of Common Stock for an exercise price of $20.20 per share. The former educational business allocated the face value of the Series C Debenture to the warrants and the debentures based on its relative fair values, and allocated to the warrants, which was recorded as a discount against the Series C Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. The Series C Debenture is currently in default. Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. November 2014 Series D Convertible Debenture As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series D Convertible Debenture (the “Series D Debenture”) in November 2014 with an aggregate face value of $10,000 in exchange for the cancellation of Series B Convertible Debenture with a carrying value of $11,333 did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured November 2015, and is convertible into our Common Stock at a conversion rate of $16.67 per share. The holders of the Series D Debenture also received five year warrants to acquire up to 495 shares of Common Stock for an exercise price of $20.20 per share on a post-split basis. The former educational business allocated the face value of the Series D Debenture to the warrants and the debentures based on their relative fair values, and allocated to the warrants, which was recorded as a discount against the Series D Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. The Series D Debenture is currently in default. Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. March 2016 Convertible Note A On March 18, 2016, the Company issued a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000 to a lender. Pursuant to the terms of the Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of the Convertible Note A until its maturity on September 16, 2016 at which time the Company was obligated to repay the full principal amount of the Convertible Note A. The Convertible Note A is convertible by the holder at any time into shares of the Company’s Common Stock at price of $1.00 per share, and throughout the duration of the note, the holder has the right to participate in any financing the Company may engage in upon the same terms and conditions as all other investors. The Company allocated the face value of the Convertible Note A to the shares and the note based on relative fair values, and the amount allocated to the shares of $18,750 was recorded as a discount against the note. The beneficial conversion feature of $9,375 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the note payable and increasing debt discount. The debt discount was amortized to interest expense during the year ended December 31, 2016. Upon issuance of the Convertible Note A, the lender was awarded 15,000 restricted Common Stock as an origination fee which includes piggy-back registration rights. On September 19, 2016, the Company issued the lender an additional 15,000 restricted Common Stock at a price of $0.30 per share to extend the term of the loan agreement indefinitely. The cost to the Company was $4,050 in interest expense. On August 10, 2017, the Company issued 25,000 shares of Common Stock with a fair value of $3,750 for accrued interest through August 1, 2017 in the amount of $7,860. In April 2018, the Company issued 75,000 shares of Common Stock with a value of $7,500 as consideration for an extension of the term of the loan to July 1, 2018, and on August 13, 2018, the Company issued an additional 75,000 shares of Common Stock with a value of $6,750 for an extension of the term of the loan to October 31, 2018. During the year ended December 31, 2019, the lender converted principal in the amount of $15,000 into 120,000 shares of Common Stock. The Company recorded a loss in the amount of $13,867 on this conversion. Also, during the year ended December 31, 2019, the Company made a principal payment in the amount of $4,000 on this note. Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. Power Up Note 11 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. On September 12, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 11”) in the aggregate principal amount of $45,000. The Power Up Note 11 entitled the holder to 12% interest per annum and matures on July 15, 2020. Under the Power Up Note 11, Power Up had the right to convert all or a portion of the outstanding principal of the Power Up Note 11 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Power Up Note 11, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price meant 55% of lowest trading price during the 25-trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up could not convert the Power Up Note 11 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepaid the Power Up Note 11 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Power Up Note 11, then such redemption premium was 120%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium 125%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Power Up Note 11, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 11; $3,000 was amortized to interest expense during the year ended December 31, 2019. The Company accrued interest in the amount of $1,642 on the Power Up Note 11 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $47,187 existed in connection with the variable rate conversion feature of the Power Up Note 11. $45,000 of this amount was charged to discount on the Power Up Note 11, and $2,187 was charged to interest expense. During the year ended December 31, 2020, the Company made a cash payment in the amount of $74,195 on the Power Up Note 11 which fully satisfied this obligation. This amount consisted of $45,000 of principal, $2,680 of accrued interest, and $23,815 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 11 at the time of payment and recorded a gain on revaluation in the amount of $35,420. The Company credited the fair value of the derivative liability at the time of payment in the amount of $21,266 to additional paid-in capital. Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. Power Up Note 12 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. On October 7, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 12”) in the aggregate principal amount of $53,000 and an original issue discount of $3,000. The Power Up Note 12 entitled the holder to 12% interest per annum and matured on August 15, 2020. Under the Power Up Note 12, Power Up had the right to convert all or a portion of the outstanding principal of the Power Up Note 12 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price meant 55% of lowest trading price during the 25-trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up could not convert the Power Up Note 12 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepaid the Power Up Note 12 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Power Up Note 12, then such redemption premium was 120%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 125%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Power Up Note 12, there shall be no further right of prepayment. The Company accrued interest in the amount of $1,499 on the Power Up Note 12 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $54,969 existed in connection with the variable rate conversion feature of the Power Up Note 12. $53,000 of this amount was charged to discount on the Power Up Note 12, and $2,187 was charged to interest expense. $6,502 of the discount was charged to operations during the year ended December 31, 2019. During the year ended December 31, 2020, the Company made a cash payment in the amount of $84,231 on the Power Up Note 12 which fully satisfied this obligation. This amount consisted of $53,000 of principal, $3,312 of accrued interest, and $27,919 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 12 at the time of payment and recorded a gain on revaluation in the amount of $4,247. The Company credited the fair value of the derivative liability at the time of payment in the amount of $62,569 to additional paid-in capital. Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. Power Up Note 13 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. On November 11, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 13”) in the aggregate principal amount of $73,000 and an original issue discount of $3,000. The Power Up Note 13 entitled the holder to 12% interest per annum and matures on August 30, 2020. Under the Power Up Note 13, Power Up had the right to convert all or a portion of the outstanding principal of the Power Up Note 13 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price meant 55% of lowest trading price during the 25-trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up could not convert the Power Up Note 13 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepaid the Power Up Note 13 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Power Up Note 13, then such redemption premium was 120%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 125%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Power Up Note 13, there shall be no further right of prepayment. The Company accrued interest in the amount of $1,414 on the Power Up Note 13 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $73,529 existed in connection with the variable rate conversion feature of the Power Up Note 13. $73,000 of this amount was charged to discount on the Power Up Note 13, and $529 was charged to interest expense. $6,091 of the discount was charged to operations during the year ended December 31, 2019. During the year ended December 31, 2020, the Company made a cash payment in the amount of $115,980 on the Power Up Note 13 which fully satisfied this obligation. This amount consisted of $73,000 of principal, $4,728 of accrued interest, and $38,252 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 13 at the time of payment and recorded a gain on revaluation in the amount of $4,882. The Company credited the fair value of the derivative liability at the time of payment in the amount of $86,380 to additional paid-in capital. Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 1 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. On November 22, 2019, the Company entered into a Securities Purchase Agreement with Eagle Equities, LLC (“Eagle Equities”) pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 1”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 1 entitled the holder to 12% interest per annum and matures on November 22, 2020. Under the Eagle Equities Note 1, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 1 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 1, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 1 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepaid the Eagle Equities Note 1 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 1, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 1, there shall be no further right of prepayment. The Company accrued interest in the amount of $3,367 on the Eagle Equities Note 1 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $271,694 existed in connection with the variable rate conversion feature of the Eagle Equities Note 1. $256,000 of this amount was charged to discount on the Eagle Equities Note 1, and $15,694 was charged to interest expense. $7,784 of the discount was charged to operations during the year ended December 31, 2019. During the year ended December 31, 2020, the holder of the Eagle Equities Note 1 converted the following amounts of principal and accrued interest to Common Stock: On June 5, 2020, principal of $25,000 and accrued interest of $1,608 were converted at a price of $0.0132 per share into 2,015,783 shares of Common Stock; On June 17, 2020, principal of $25,000 and accrued interest of $1,708 were converted at a price of $0.0132 per share into 2,023,358 shares of Common Stock; On June 23, 2020, principal of $40,000 and accrued interest of $2,813 were converted at a price of $0.0132 per share into 3,243,434 shares of Common Stock; on June 26, 2020, principal of $26,000 and accrued interest of $1,855 were converted at a price of $0.01362 per share into 2,045,130 shares of Common Stock; on July 9, 2020, principal of $45,000 and accrued interest of $3,405 were converted at a price of $0.01518 per share into 3,188,735 shares of Common Stock; on July 17, 2020, principal of $50,000 and accrued interest of $3,917 were converted at a price of $0.01572 per share into 3,429,814 shares of Common Stock; and on July 30, 2020, principal of $45,000 and accrued interest of $3,720 were converted at a price of $0.021 per share into 2,320,000 shares of Common Stock. There were no gains or losses recorded, as these conversions were made pursuant to the terms of the agreement. Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 2 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. On December 19, 2019, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 2”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 2 entitled the holder to 12% interest per annum and matures on December 19, 2020. Under the Eagle Equities Note 2, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 2 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 2, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 2 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepaid the Eagle Equities Note 2 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 2, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 2, there shall be no further right of prepayment. The Company accrued interest in the amount of $1,094 on the Eagle Equities Note 2 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $277,476 existed in connection with the variable rate conversion feature of the Eagle Equities Note 2. $256,000 of this amount was charged to discount on the Eagle Equities Note 2, and $21,476 was charged to interest expense. $8,393 of the discount was charged to operations during the year ended December 31, 2019. During the year ended December 31, 2020, the holder of the Eagle Equities Note 2 converted the following amounts of principal and accrued interest to Common Stock: On August 20, 2020, principal of $56,000 and accrued interest of $4,573 were converted at a price of $0.01896 per share into 3,194,796 shares of Common Stock; On September 1, 2020, principal of $50,000 and accrued interest of $4,283 were converted at a price of $0.01806 per share into 3,005,721 shares of Common Stock; On September 9, 2020, principal of $50,000 and accrued interest of $4,417 were converted at a price of $0.0153 per share into 3,556,645 shares of Common Stock; on September 25, 2020, principal of $50,000 and accrued interest of $4,683 were converted at a price of $0.0153 per share into 3,574,074 shares of Common Stock; and on October 6, 2020, principal of $50,000 and accrued interest of $4,867 were converted at a price of $0.0153 into 3,586,078 shares of Common Stock. Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 3 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. On January 24, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 3”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 3 entitled the holder to 12% interest per annum and matures on January 24, 2021. Under the Eagle Equities Note 3, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 3 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 3, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 3 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepaid the Eagle Equities Note 3 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 3, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 3, there shall be no further right of prepayment. During the three months ended March 31, 2020, the Company determined that a derivative liability in the amount of $272,412 existed in connection with the variable rate conversion feature of the Eagle Equities Note 3. $250,000 of this amount was charged to discount on the Eagle Equities Note 3, and $22,412 was charged to interest expense. During the year ended December 31, 2020, the holder of the Eagle Equities Note 3 converted the following amounts of principal and accrued interest to Common Stock: On October 15, 2020, principal of $50,000 and accrued interest of $4,367 were converted at a price of $0.01566 per share into 3,471,711 shares of Common Stock; On October 29, 2020, principal of $50,000 and accrued interest of $4,600 were converted at a price of $0.023 per share into 4,439,024 shares of Common Stock; On November 11, 2020, principal of $33,000 and accrued interest of $3,179 were converted at a price of $0.011 per share into 3,259,369 shares of Common Stock; on November 17, 2020, principal of $35,000 and accrued interest of $3,442 were converted at a price of $0.011 per share into 3,482,065 shares of Common Stock; on November 25, 2020, principal of $44,000 and accrued interest of $4,444 were converted at a price of $0.0108 per share into 4,485,556 shares of Common Stock; and on December 4, 2020, principal of $44,000 and accrued interest of $4,576 were converted at a price of $0.0108 per share into 4,497,778 shares of Common Stock. Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. 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. On March 10, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 4”) in the aggregate principal amount of $129,000 and an original issue discount of $4,000. The Eagle Equities Note 4 entitled the holder to 12% interest per annum and matured on March 10, 2021. Under the Eagle Equities Note 4, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 4 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 4, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 4 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepaid the Eagle Equities Note 4 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 4, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 4, there shall be no further right of prepayment. During the three months ended March 31, 2020, the Company determined that a derivative liability in the amount of $139,021 existed in connection with the variable rate conversion feature of the Eagle Equities Note 4. $125,000 of this amount was charged to discount on the Eagle Equities Note 4, and $14,021 was charged to interest expense. During the year ended December 31, 2020, the holder of the Eagle Equities Note 4 converted the following amounts of principal and accrued interest to Common Stock: On December 16, 2020, principal of $45,000 and accrued interest of $4,200 were converted at a price of $0.0108 per share into 4,555,556 shares of Common Stock. Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. 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. On April 8, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 5”) in the aggregate principal amount of $100,000 and an original issue discount of $4,000. The Eagle Equities Note 5 entitled the holder to 12% interest per annum and matures on April 8, 2021. Under the Eagle Equities Note 5, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 5 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 5, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 5 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepaid the Eagle Equities Note 5 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 5, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 5, there shall be no further right of pr |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 nine months ended September 30, 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 September 30, 2021 $ - | Note 9 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 years ended December 31, 2019 and 2020 are summarized in the table below: December 31, 2018 $ - Conversion features issued 1,472,320 Warrants issued 187,968 Settled upon conversion or exercise (689,469 ) Settled upon payment of note (191,827 ) Loss on revaluation 709,431 December 31, 2019 $ 1,488,423 Conversion features issued 1,273,463 Settled upon conversion or exercise (1,296,416 ) Settled upon payment of note (148,949 ) Gain on revaluation (508,839 ) December 31, 2020 $ 807,682 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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; 212,853,706 shares were issued and outstanding on September 30, 2021. Common Stock Transactions During the Nine Months Ended September 30, 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. On April 19, 2021, the Company issued 1,962 shares of Common Stock for professional fees which had been performed in a prior period. The Company recorded these shares at the par value of $0.01 per share. On May 4 through May 26, 2021, the Company issued 4,237,424 shares of Common Stock for the conversion of 1,059,356 shares of Series C Preferred Stock at a price of $0.25 per share. On May 12, 2021, the Company issued 2,500,000 shares of Common Stock at a price of $0.03 per share for the exercise of stock options by an investor. On June 10 through June 29, 2021, the Company issued 5,116,668 shares of Common Stock at a price of $0.03 per share for the exercise of stock options by officers and directors. On June 23, 2021, the Company cancelled 2,000,000 shares of Common Stock held by an ex-officer in connection with a settlement agreement. The cancellation of these shares was recorded at the par value of $0.01 per share. Also, in connection with the settlement agreement, the Company issued 637,953 shares to the ex-officer at the market price of $.20 per share. On August 26, 2021, the Company issued 312,800 restricted shares of the Company’s Common Stock priced at $0.25, vesting immediately, in lieu of $78,200 of cash compensation owed to the Company’s Chief Executive Officer for services rendered to the Company prior to 2021. Between August 11, 2021 and September 2, 2021, the Company issued 4,000,001 shares of the Company Common Stock in connection with the conversion of Series C preferred stock issued in the first quarter. Also, during the nine months ended September 30, 2021, the Company charged the amount of $7,897 to operations in connection with the vesting of stock granted to its officers and board members; the Company also charged the amount of $201,292 to operations in connection with the vesting of options granted to its officers and board members Common Stock Transactions During the Nine Months Ended September 30, 2020 During the nine months ended September 30, 2020, the Company issued 2,901,440 shares of Common Stock for the cashless exercise of warrants. These warrants were issued pursuant to a settlement agreement with a note holder regarding the effective price of warrants issued with regard to a variable conversion price feature which resulted in the issuance of 1,011,967 more shares than would have been issued prior to the settlement agreement. The Company recorded a loss in the amount of $24,894 on this transaction based upon the additional shares issued at the market price of the Company’s Common Stock. Also, during the nine months ended September 30, 2020, the holder of the Eagle Equities Note 1 converted the following amounts of principal and accrued interest to Common Stock: On June 5, 2020, principal of $25,000 and accrued interest of $1,608 were converted at a price of $0.0132 per share into 2,015,783 shares of Common Stock; On June 17, 2020, principal of $25,000 and accrued interest of $1,708 were converted at a price of $0.0132 per share into 2,023,358 shares of Common Stock; On June 23, 2020, principal of $40,000 and accrued interest of $2,813 were converted at a price of $0.0132 per share into 3,243,434 shares of Common Stock; and on June 26, 2020, principal of $26,000 and accrued interest of $1,855 were converted at a price of $0.01362 per share into 2,045,130 shares of Common Stock. There were no gains or losses recorded, as these conversions were made pursuant to the terms of the agreement. Also, during the nine months ending September 30, 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 nine months ended September 30, 2020, the Company charged the amount of $53,050 to operations in connection with the vesting of stock granted to its officers and board members; the Company also charged the amount of $27,580 to operations in connection with the vesting of options granted to officers and board members. Also, during the nine months ended September 30, 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. Also, during the nine months ended September 30, 2020, the Company entered into agreements with two note holders regarding the exercise price of warrants held by the note holders. These agreements resulted in the following: (i) the Company issued 1,000,000 shares of Common Stock, and the note holders agreed to cancel 2,769,482 warrants; the Company recorded a gain in the amount of $77,652 on this transaction; (ii) the Company issued 4,098,556 shares of Common Stock for the exercise of 4,480,938 warrants in a cashless transaction; the Company recorded a gain in the amount of $259,947 on this transaction, which is included in gain on derivative liabilities. Also, during the nine months ended September 30, 2020, the Company issued 386,985 shares of Common Stock at a price of $0.034 per share to an ex-employee for accrued compensation. A gain in the amount of $6,988 was recognized on this transaction. Preferred Stock Series A Preferred Stock Series A Preferred Stock Transactions During the Nine Months Ended September 30, 2021 During the nine months ended September 30, 2021, 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 and there are no Series A Preferred shares outstanding at this time. Series A Preferred Stock Transactions During the Nine Months Ended September 30, 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 nine months ended September 30, 2020, the Company accrued dividends in the amount of $3,967 on the Series A Preferred Stock. On September 30, 2020, dividend payable on the Series A Preferred Stock was $3,967. On September 30, 2020, if management determined to pay these dividends in shares of the Company’s Common Stock, this would result in the issuance of 98,780 shares of Common Stock based upon the average price of $0.0402 per share for the five-day period ended September 30, 2020. Series C Preferred Stock Series C Preferred Stock Transactions During the Nine Months Ended September 30, 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. On May 4 through May 26, 2021, 1,059,356 shares of Series C Preferred Stock were converted at a price of $0.25 per share to 4,237,424 shares of Common Stock. During the nine months ended September 30, 2021, the Company accrued dividends on the Series C Preferred Stock in the amount of $42,078. On August 11, 2021 through September 2, 2021, 1,000,000 shares of Series C Preferred Stock were converted at a price of $0.25 per share to 4,000,001 shares of Common Stock. During the nine months ended September 30, 2021, the Company accrued dividends on the Series C Preferred Stock in the amount of $67,370. Series C Preferred Stock Transactions During the Nine Months ended September 30, 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 Nine Months Ended September 30, 2021 During the nine months ended September 30, 2021, the Company accrued dividends on its Series X Preferred Stock in the total amount of $46,677. Of this amount, a total of $6,000 was payable to officers and directors, $23,444 was payable to a related party shareholder, and $17,233 was payable to non-related parties. Series X Preferred Stock Transactions During the Nine Months Ended September 30, 2020 None. Stock Options The following table summarizes the options outstanding on September 30, 2021, 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 18,386,211 9.32 $ 0.20 5,052,000 $ 0.10 Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) Outstanding on December 31, 2020 13,453,879 $ 0.03 Granted 13,585,000 0.27 Exercised (8,652,668 ) 0.03 Outstanding on September 30, 2021 18,386,211 $ 0.20 Aggregate intrinsic value of options outstanding and exercisable on September 30, 2021, and 2020 was $789,500 and $0, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $0.28 and $0.04 as of September 30, 2021, and 2020, respectively, and the exercise price multiplied by the number of options outstanding and exercisable. On September 30, 2021, the total stock-based compensation cost related to unvested awards not yet recognized was $1,205,961. 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 September 30, 2021, was as follows: September 30, 2021 Volatility 161.0% to 183.5 % Dividends $ - Risk-free interest rates 0.82 % to 1.69 % Term (years) 5.00 to 10.00 Warrants The following table summarizes the warrants outstanding on September 30, 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 September 30, 2021 12,600,000 $ 0.63 | Note 10 Stockholders Equity (Deficit) Common Stock The Company has authorized 500,000,000 shares of Common Stock, par value $0.01; 155,381,183 and 81,268,443 shares were issued and outstanding on December 31, 2020 and December 31, 2019, respectively. Common Stock Transactions During the Year Ended December 31, 2020 The Company entered into agreements with two note holders regarding the exercise price of warrants held by the note holders. These agreements resulted in the following: (i) on January 29, 2020, the Company issued 1,000,000 shares of Common Stock, and the note holders agreed to cancel 2,769,482 warrants; the Company recorded a gain in the amount of $77,652 on this transaction; (ii) on February 19, 2020, the Company issued 4,098,556 shares of Common Stock for the exercise of 4,480,938 warrants in a cashless transaction; the Company recorded a gain in the amount of $182,295 on this transaction, which is included in gain on derivative liabilities. On May 27, 2020, the Company issued 2,901,440 shares of Common Stock for the cashless exercise of warrants. These warrants were issued pursuant to a settlement agreement with a note holder regarding the effective price of warrants issued with regard to a variable conversion price feature which resulted in the issuance of 1,011,967 more shares than would have been issued prior to the settlement agreement. The Company recorded a loss in the amount of $24,894 on this transaction based upon the additional shares issued at the market price of the Company’s Common Stock. The Company issued, in nineteen transactions and at prices ranging from $0.0108 to $0.0120 per share, a total of 63,374,555 shares in connection with the conversion of principal and interest of convertible notes payable in the aggregate amounts of $813,000 and $70,658. No gain or loss was recognized on these transactions. See note 8. On January 2, 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. On August 27, 2020, the Company issued 386,985 shares of Common Stock at a price of $0.034 per share to an ex-employee for accrued compensation. A gain in the amount of $6,988 was recognized on this transaction. The Company charged the amount of $67,623 to operations in connection with the vesting of stock granted to its officers, Board members, and employees. The Company charged the amount of $421,502 to operations in connection with the vesting of stock options granted to its officers, Board members, consultants, and employees. On December 31, 2020. the Company issued 2,151,204 shares of Common Stock at a price of $0.0305 per share as payment of accrued dividends on the Series X Preferred Stock. Common Stock Transactions During the Year Ended December 31, 2019 The Company issued 300,000 restricted shares of the Company’s Common Stock with a fair value of $22,005 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 grants. The Company issued 38,179,083 shares of Common Stock with a fair value of $788,937 for the conversion of convertible debt and accrued interest in the amount of $627,479. The Company recorded a loss in the amount of $161,458 on these transactions. The Company issued 1,401,224 shares of Common Stock for the conversion of a note payable and accrued interest pursuant to a legal settlement; the Company had a liability on its balance sheet in the amount of $74,104 in connection with this matter and recorded a loss in the amount of $26,924 on this transaction. The Company cancelled 700,000 shares of Common Stock returned by a former executive officer; the par value in the amount of $7,000 was charged to additional paid-in capital. The Company issued 6,975,000 shares of Common Stock with a fair value at the date of the grant of $273,300 to employees, officer, and directors, subject to vesting requirements; the par value in the amount of $69,750 was charged to additional paid-in capital and the remaining fair value will be charged to operations over the term of the vesting period. The Company recognized the amount of $212,187 for the vesting of shares issued to employees, officer, and directors; this amount was charged to additional paid-in capital. The Company settled derivative liabilities in the amount of $881,296 and charged this amount to additional paid-in capital. The Company recognized discounts on convertible notes payable in connection with beneficial conversion features and charged the amount of $225,393 to additional paid-in capital. The Company recognized discounts on convertible notes payable in connection with warrants and charged the amount of $34,500 to additional paid-in capital. The Company issued 3,514,900 shares of Common Stock in connection with the cashless exercise of warrants and credited the amount of $35,149 from additional paid-in capital. The Company credited the amount of $35,532 to additional paid-in capital in connection with a reduction in the amount of accounts payable due to a related party due to a settlement agreement. The Company recorded imputed interest on a note payable to a related party and charged the amount of $9,018 to additional paid-in capital. Preferred Stock We have authorized to issue 100,000,000 shares of Preferred Stock with such rights designations and preferences as determined by our Board of Directors. We have designated 27,324 shares as Series X Preferred Stock, and 3,000,000 as Series A Preferred Stock. There are no Series A Preferred shares issued as of the date of this filing. Series A Preferred Stock We issued 4,800 and 0 shares of our 12% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) as of December 31, 2020 and December 31, 2019, respectively. The Series A Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series A Preferred Stock. The Series A Preferred Stock is not redeemable prior to March 3, 2022. The Series A Preferred Stock will accrue dividends at the rate of 12% on $25.00 per share. The designation includes, among other terms, that: ■ The Series A Preferred Stock ranks junior to our Series X Preferred Stock; ■ The Series A Preferred Stock has limited voting rights only on matters impacting certain of our securities that are senior to the Series A and in transactions involving mergers or similar transactions that adversely affects and deprives holders of the Series A Preferred Stock; ■ The Series A Preferred Stock is on a parity with all equity securities issued by us with terms specifically providing that those equity securities rank on a parity with the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up; ■ The Series A Preferred Stock is junior to all equity securities issued by us with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up; ■ The Series A Preferred Stock is effectively junior to all of our existing and future indebtedness; ■ The Series A Preferred Stock will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase it at our option; ■ The Series A Preferred Stock will accrue cumulative cash dividends at the rate of 10% of the $25.00 per share liquidation preference per annum which will accrue if we do not have funds to pay the dividend; ■ We have not yet generated revenues from our current business plan, and we do not presently have a reserve to pay dividends that will be due in the future on the Series A Preferred Stock; ■ No dividends will be paid or set apart for payment by us at any time if it would violate the terms of any agreement in which we are a party to or that we may enter into in the future; ■ The Series A Preferred Stock may be redeemed by us on or after March 3, 2022, for a cash redemption price of $25.00 per share if certain requirements are met; ■ The Series A Preferred Stock is not convertible into our Common Stock; and ■ If we fail to pay a dividend on the Series A Preferred, holders will not receive additional interest or fees in respect to such dividend. Series A Preferred Stock Transactions During the Year Ended December 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 The Good Clinic, LLC. The Company has valued these shares at $71,558 or approximately $14.91 per share. During the year ended December 31, 2020, the Company accrued dividends in the amount of $9,967 on the Series A Preferred Stock. On December 31, 2020, dividend payable on the Series A Preferred Stock was $9,967. On December 31, 2020, if management determined to pay these dividends in shares of the Company’s Common Stock, this would result in the issuance of 755,076 shares of Common Stock based upon the average price of $0.0132 per share for the five-day period ended December 31, 2020. Subsequent to year end the Company cancelled these shares and instead issued a total of 600,000 shares of restricted Common Stock to the holders. Series A Preferred Stock Transactions During the Year Ended December 31, 2019 None. Series X Preferred Stock The Company has 26,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of December 31, 2020 and December 31, 2019. 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 Year Ended December 31, 2020 During the year ended December 31, 2020, the Company accrued dividends in the amount of $65,568 on the Series X Preferred Stock. On December 31, 2020, the Company issued 2,151,204 shares of Common Stock at a price of $0.0305 per share in satisfaction of the accrued dividends on the Series X Preferred Stock. The price of the Common Stock issued was equal to the average closing price over the five days prior the date of conversion. On December 31, 2020, dividend payable on the Series X Preferred Stock was $0. Series X Preferred Stock Transactions During the Year Ended December 31, 2019 On December 31, 2019, the Company issued a total of 26,227 shares of Series X Preferred Stock in settlement of various liabilities. All of the entities who received these shares were related parties, either because they were officer and or directors, or because the voting rights attached to these shares created a related party relationship. The shares of Series X Preferred Stock were issued as follows: Type of Share Liability Name Liability # shares Value Amount Loss Ronald Riewold, Director Deferred Compensation 1,200 $ 41,675 $ 30,000 $ (11,675 ) Larry Diamond, Director and CEO Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) Julie R. Smith, Director and President (now ex-Officer and Director) Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) James Crone, ex-Officer and Director Deferred Compensation 2,884 $ 100,158 $ 72,089 $ (28,069 ) Louis Deluca, ex-Officer and Director Deferred Compensation 2,400 $ 83,350 $ 60,000 $ (23,350 ) Irish Italian Retirement Fund Consulting services, notes payable (a) 12,503 $ 434,216 $ 312,572 (a) $ (121,644 ) Frank Lightmas Legal fees 3,240 $ 112,522 $ 81,000 (b) $ (31,522 ) Total 26,227 $ 910,837 $ 655,661 $ (255,176 ) (a) amount consists of accounts payable for consulting services of $174,813, and principal plus interest due on notes payable in the amount of $137,759. (b) Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees. 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 13,453,879 9.42 $ 0.03 11,303,879 $ 0.03 13,453,879 9.42 $ 0.03 11,303,879 $ 0.03 Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) (A) Outstanding on December 31, 2018 67,879 $ 0.03 Granted - - Cancelled - - Outstanding on December 31, 2019 67,879 $ 0.03 Granted 14,886,000 $ 0.03 Cancelled (1,500,000 ) 0.03 Outstanding on December 31, 2020 13,453,879 $ 0.03 Exercisable on December 31, 2020 (B) 11,303,879 $ 0.03 (A) On December 14, 2020, the Company reset the exercise price of all the options then outstanding options to $0.03 per share. This included 150,000 options previously priced at $0.04 per share; 7,450,000 options previously priced at $0.05 per share; 1,000,000 options previously priced at $0.06 per share; and 67,879 options previously prices at $21.40 per share. The Company valued these options as of December 14, 2020, at the original exercise price and at the new price of $0.03 per share and charged the increase in value in the amount of $4,113 to operations during the year ended December 31, 2020. The exercise prices of all options are shown at the restated price of $0.03 per share. (B) On December 28, 2020, the Company accelerated the vesting of certain of its options issued to Board members, management, and consultants, resulting in a charge to operations in the amount of $164,647 during the year ended December 31, 2020. On December 31, 2020, the total stock-based compensation cost related to unvested awards not yet recognized was $71,156. The Company valued stock options during the years ended December 31, 2020 and 2019 using the Black-Scholes valuation model utilizing the following variables: December 31, December 31, 2020 2019 Volatility 149.4% to 209.6 % 228.0% to 229.4 % Dividends $ - $ - Risk-free interest rates 0.55% to 1.30 % 1.75% to 2.53 % Term (years) 5.00 5.00 Warrants The following table summarizes the warrants outstanding on December 30, 2020 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, 2018 1,167,653 $ 2.18 Granted 400,000 $ 0.00858 Additional warrants due to trigger of ratchet feature 6,659,382 $ 0.00858 Exercised – cashless conversion (3,514,900 ) $ 0.00858 Forfeited (2,769,482 ) $ 0.00858 Expired (142,653 ) 17.42 Outstanding on December 31, 2019 1,800,000 $ 0.00858 Granted 6,582,382 $ 0.00858 Exercised (8,382,382 ) $ 0.0561 Outstanding on December 31, 2020 - $ - |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 September 30, 2021, and December 31, 2020. Fair value measured at September 30, 2021 Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Fair value at September 30, (Level 1) (Level 2) (Level 3) 2021 Derivative liability $ - $ - $ - $ - Fair value measured at December 31, 2020 Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Fair value at December 31, (Level 1) (Level 2) (Level 3) 2020 Derivative liability $ - $ - $ 807,682 $ 807,682 | Note 12 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 December 31, 2020 and 2019. December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 807,692 $ 807,682 December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 1,488,423 $ 1,488,423 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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. PPP Loan 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 25, 2020, the Company entered 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. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note. | Note 13 Commitments and Contingencies Legal There are no pending or anticipated legal actions at this time except as noted below in “Other.” Other 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 $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 has requested that the Company remit the funds received back to Bank of America. The Company is attempting to negotiate a payment 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. During management's review of the Company’s 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 accurate. After consulting with legal counsel, the Board of Directors of the Company (the “Board” or 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. The Company has subsequently entered in a confidential settlement with Ms. Smith resolving all outstanding matters. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | Note 12 -- Subsequent Events Subsequent to September 30, 2021, the Company initiated a bridge financing round ahead of its anticipated-up listing to a national exchange. The Company intends to raise between five and six million dollars of a series D preferred stock sold to investors in a private placement. Each series D unit will have a purchase price of $1.00 per Unit, with each Unit consisting of (a) one share of a newly formed Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D 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. As of the date of this filing this filing the Company has closed on $3,100,000. | Note 14 Subsequent Events Increase of Shares in Stock Option Plan On January 19, 2021, the Company increased the number of shares of Common Stock available in its stock option plan to 25,000,000 shares. Common Stock Issued for Conversion of Notes Payable 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. From January 29, 2021 through March 21, 2021, the Company entered into Securities Purchase Agreements with 45 investors for the sale of 6,192,000 shares of the Company’s restricted Common Stock at a price of $0.25 per share for aggregate proceeds of $1,548,000. The price was determined based on the prior day ten-day average closing price, less a 20% discount for the risk associated with restricted stock. These transactions were executed directly by the Company and no brokers, dealers or representatives were involved. On February 1, 2021, the Company opened the first location of The Good Clinic in Minneapolis, Minnesota. The Good Clinic is a PLLC and is operated by third party shareholders. The Company considers The Good Clinic a variable interest entity and will include the financial statements of The Good Clinic in its consolidated financial statements beginning with the quarter ending March 31, 2021. 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 1, 2021, the State of Colorado Department of Regulatory Agencies sent a letter to Julie R. Smith dismissing her right to sue the Company pursuant to CCRD Complaint Number: E2100009516x – Julie R. Smith v. True Nature Holdings. 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 14, 2021, the Board of Directors appointed Philip Keller its Chief Financial Officer. In connection with Mr. Keller’s appointment as Chief Financial Officer, Mr. Lawrence Diamond will no longer serve as the Company’s Interim Chief Financial Officer. Mr. Diamond will continue to lead the Company’s growth and development as Chief Executive Officer and as a Director of the Board. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 6 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following on December 31, 2020 and 2019: December 31, 2020 2019 Trade accounts payable $ 824,405 $ 529,866 Accrued payroll and payroll taxes 244,926 92,799 Credit card payable - 26,049 Total $ 1,069,331 $ 648,714 During the year ended December 31, 2020, the amount of $26,049 was reclassified from accrued liabilities to other current liabilities. |
Right to Use Assets and Lease_2
Right to Use Assets and Lease Liabilities - Operating Leases | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | Note 7 - 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 years ended December 31, 2020 and 2019 amounted to $10,642 and $0, respectively. The Company’s ROU asset amortization for the years ended December 31, 2020 and 2019 was $4,318 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: December 31, 2020 December 31, 2019 Clinic $ 310,361 $ - Right to use assets, net $ 310,361 $ - Operating lease liabilities are summarized below: December 31, 2020 December 31, 2019 Clinic $ 321,004 $ - Lease liability $ 321,004 $ - Less: current portion (8,905 ) Lease liability, non-current $ 312,099 $ - Maturity analysis under these lease agreements are as follows: For the period ended December 31, 2021 $ 47,671 For the period ended December 31, 2022 63,798 For the period ended December 31, 2023 64,937 For the period ended December 31, 2024 66,456 For the period ended December 31, 2025 67,975 Thereafter 200,003 Total $ 510,840 Less: Present value discount (189,836 ) Lease liability $ 321,004 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 11 Income Taxes Deferred income taxes result from the temporary differences primarily attributable to amortization of intangible assets and debt discount and an accumulation of net operating loss carryforwards for income tax purposes with a valuation allowance against the carryforwards for book purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in deferred tax assets are Federal and State net operating loss carryforwards of approximately $5,860,000, which will expire through 2040. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Due to significant changes in the Company’s ownership, the Company’s future use of its existing net operating losses may be limited. The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 consist of the following: 2020 2019 Current $ - $ - Deferred - - Total $ - $ - The provision (benefit) for income taxes differs from the amount of income tax determined by applying the applicable statutory income tax rate of 21.0% for the years ended December 31, 2020 and 2019 to the loss before taxes as a result of the following differences: 2020 2019 Loss before income taxes $ (2,936,129 ) $ (3,885,262 ) Statutory tax rate 21.0 % 21.0 % Total tax benefit at statutory rate (616,587 ) (815,915 ) Permanent difference – meals and entertainment, Preferred Stock dividend (41,930 ) 30 Total (658,517 ) (815,885 ) Changes in valuation allowance 658,517 815,885 Income tax expense $ - $ - Deferred income taxes reflect the tax impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred income taxes include the net tax effects of net operating loss (NOL) carryforwards and the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2020, and 2019 significant components of the Company’s deferred tax assets are as follows: 2020 2019 Deferred Tax Assets (Liabilities): Accrued payroll $ 41,000 $ 14,000 ASC842-ROU Asset 65,000 - ASC842-ROU (Liability) (67,000 ) - Gain from derivatives (107,000 ) - Stock based compensation 119,000 - Depreciation (1,000 ) - Net operating loss 5,861,000 5,239,000 Net deferred tax assets (liabilities) 5,911,000 5,253,000 Valuation allowance (5,911,000 ) (5,253,000 ) Net deferred tax assets (liabilities) $ - $ - |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates - | Use of Estimates - |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash - | 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. During the three months ended September 30, 2021, no additional fixed assets were acquired. During the three months ended June 30, 2021, the Company entered into three additional leases, two leases are for two new clinics and one lease was for the new corporate headquarters. During the three months ended September 30, 2021 the Company entered into three new clinic leases. With the signing of the three additional leases late in the second quarter we anticipate additional expenditures for fixed assets and leasehold improvements. During the fourth quarter of 2021 we expect to have expenditures of approximately $3 million related to construction and equipment related to these new clinic locations. | 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. |
Revenue [Policy Text Block] | Revenue Recognition Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. | 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. |
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. | 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 will be 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 | Convertible Instruments |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments | Derivative Financial Instruments The following assumptions were used for the valuation of the derivative liability related to the convertible notes that contain a derivative component during the year ended December 31, 2020: - The stock prices of $0.0198 to $0.0425 in these periods would fluctuate with the Company projected volatility. - The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note or warrant ranged from 135.6% through 220.0% at derivative treatment, issuance, conversion, exercise, and quarters ends. The Company continues to trade with high volatility. - The Holder would automatically convert the note at the maximum of 2 times the conversion price if the company was not in default. - The Holder would automatically convert the note before maturity if the registration was effective and the company was not in default. The Holder would automatically convert the note early based on ownership or trading volume limitations and the Company would redeem the unconverted balances at maturity. - A change of control and fundamental transaction would occur initially 0% of the time and increase monthly by 0% to a maximum of 0% – based on management being in control and no desire to sell the Company. - A reset event would adjust the Notes conversion price triggered by either a capital raise; stock issuance; settlement; or conversion/exercise. The reset events are projected to occur annually starting 3 months following the date of valuation. - For the variable rate Notes (30%, 39% or 45% discount), the Holder would convert with effective discount rates of 35.95% to 56.00% (based on the lookback terms). - The Company would redeem the notes at maturity if the conversion value was less than the payment with penalties. For the majority of the notes during the period redemption is projected 0% of the time, increasing 0% per month to a maximum of 0%. - The cash flows are discounted to net present values using risk free rates. Discount rates were based on risk free rates in effect based on the remaining term. - An event of default would occur 10% of the time, increasing 0% per month to a maximum of 10%. |
Warrants, Policy [Policy Text Block] | Common Stock Purchase Warrants- | Common Stock Purchase Warrants- |
Stockholders' Equity, Policy [Policy Text Block] | Stockholders Equity- | Stockholders Equity- |
Earnings Per Share, Policy [Policy Text Block] | Per Share Data- | 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. | 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 2012. |
Business Combinations Policy [Policy Text Block] | Business Combinations- ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. | Business Combinations- ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets- | 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. | 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] | New Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. Recent Accounting Standards Adopted in the Year 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. 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 has adopted ASU No. 2019-12, “Income Taxes (Topic 740) however giving the Company’s historical losses and full valuation allowance it did not have an impact on its condensed consolidated financial statements and related disclosures. Recent Accounting Standards Not Yet Adopted 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. | Recently Issued Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. We have performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. We adopted the ASU and related amendments on January 1, 2019. We elected the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. During the year ended December 31, 2020, we recorded a right-to-use asset and an operating lease liability in the amount of $328,500. This pronouncement is not expected to have an ongoing material effect on our financial statements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment 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 also 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. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Accounting | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Property, Plant and Equipment [Table 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 | 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 |
Net Loss Per Share Applicable_2
Net Loss Per Share Applicable to Common Shareholders (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 and nine months ended September 30, 2021, and 2020, respectively: For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Numerator Net loss applicable to common shareholders $ (1,809,899 ) $ (1,056,001 ) $ (6,088,620 ) $ (2,004,353 ) Denominator Weighted Average shares outstanding 208,784,236 100,262,378 199,678,995 94,154,754 Net loss per share Basic and diluted $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.02 ) | The following table sets forth the computation of loss per share for the years ended December 31, 2020 and 2019, respectively: December 31, 2020 2019 Numerator: Net loss applicable to common shareholders $ (2,936,129 ) $ (3,885,262 ) Denominator: Weighted average common shares outstanding 105,177,272 45,248,520 Net loss per share data: Basic and diluted $ (0.03 ) $ (0.09 ) |
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 September 30, 2021, and 2020, the following shares were issuable and excluded from the calculation of diluted loss: For the nine months ended September 30, 2021 2020 Common Stock options 18,386,211 67,689 Common Stock purchase warrants 12,600,000 - Convertible Preferred Stock Series C 8,237,425 - Accrued interest on Preferred Stock 494,883 32,784 Potentially dilutive securities 39,718,519 100,663 | 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 December 31, 2020 and 2019, the following shares were issuable and excluded from the calculation of diluted loss: December 31, 2020 2019 Convertible Notes 79,475,904 36,135,065 Options 13,453,879 67,879 Warrants - 2,800,000 Accrued interest on Preferred Stock 92,253 - Total 93,022,036 39,002,944 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Stock by Class [Table Text Block] | The shares of Series X Preferred Stock were issued as follows: Type of Share Liability Name Liability # shares Value Amount Loss Ronald Riewold, Director Deferred Compensation 1,200 $ 41,675 $ 30,000 $ (11,675 ) Larry Diamond, Director and CEO Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) Julie R. Smith, Director, COO and President (c) (now ex-Officer and Director) Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) James Crone, ex-Officer and Director Deferred Compensation 2,884 $ 100,158 $ 72,089 $ (28,069 ) Louis Deluca, ex-Officer and Director Deferred Compensation 2,400 $ 83,350 $ 60,000 $ (23,350 ) Irish Italian Retirement Fund Consulting services, notes payable (a) 12,503 $ 434,216 $ 312,572 (a) $ (121,644 ) Frank Lightmas Legal fees 3,240 $ 112,522 $ 81,000 (b) $ (31,522 ) Total 26,227 $ 910,837 $ 655,661 $ (255,176 ) |
Right to Use Assets and Lease_3
Right to Use Assets and Lease Liabilities - Operating Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Lease, Cost [Table Text Block] | Right to use assets – operating leases are summarized below: September 30, 2021 December 31, 2020 Clinics $ 2,869,719 $ 310,361 Administrative office 182,632 - Right to use assets, net $ 3,052,351 $ 310,361 Operating lease liabilities are summarized below: September 30, 2021 December 31, 2020 Clinics $ 2,988,118 $ 321,004 Administrative office 206,145 - Lease liability $ 3,194,263 $ 321,004 Less: current portion (102,133 ) (8,905 ) Lease liability, non-current $ 3,092,130 $ 312,099 | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity analysis under these lease agreements are as follows: For the twelve months ended September 30, 2022 $ 529,095 For the twelve months ended September 30, 2023 779,150 For the twelve months ended September 30, 2024 636,721 For the twelve months ended September 30, 2025 638,386 For the twelve months ended September 30, 2026 652,302 Thereafter 1,772,151 Total $ 5,007,805 Less: Present value discount (1,813,542 ) Lease liability $ 3,194,263 | Maturity analysis under these lease agreements are as follows: For the period ended December 31, 2021 $ 47,671 For the period ended December 31, 2022 63,798 For the period ended December 31, 2023 64,937 For the period ended December 31, 2024 66,456 For the period ended December 31, 2025 67,975 Thereafter 200,003 Total $ 510,840 Less: Present value discount (189,836 ) Lease liability $ 321,004 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt [Table Text Block] | Notes Payable Table 1: September 30, 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 $ - $ - | Notes Payable Table 2: December 31, 2020 December 31, 2019 Total notes payable $ 1,656,772 $ 846,166 Less: Discount (756,795 ) (646,888 ) Notes payable - net of discount $ 899,977 $ 199,278 Current Portion, net of discount $ 899,977 $ 199,278 Long-term portion, net of discount $ - $ - |
Convertible Debt [Table Text Block] | Interest Amortization Expense of Discount Discount Principal Balance Accrued Interest Year Ended Year Ended Balance 12/31/2020 12/31/2019 12/31/2020 12/31/2019 12/31/2020 12/31/2020 12/31/2020 Series C Convertible Debenture $ 110,833 $ 110,833 $ 68,823 $ 57,709 $ 11,114 $ - $ - Series D Convertible Debenture 11,333 11,333 8,390 7,026 1,364 - - Convertible Note A 41,000 41,000 12,035 7,101 4,934 - - Power Up Note 11 - 45,000 - 1,805 875 34,498 - Power Up Note 12 - 53,000 - 1,499 1,813 46,014 - Power Up Note 13 - 73,000 - 1,488 3,240 66,554 - Eagle Equity Note 1 - 256,000 - 3,367 15,660 248,216 - Eagle Equity Note 2 - 256,000 - 1,010 21,813 247,605 - Eagle Equity Note 3 - - - - 24,608 256,000 - Eagle Equity Note 4(a) 84,000 - 8,132 - 12,332 93,097 35,903 Eagle Equity Note 5(b) 100,000 - 8,779 - 8,779 44,747 55,253 Eagle Equity Note 6(c) 200,200 - 12,112 - 12,112 51,473 148,727 Eagle Equity Note 7(d) 200,200 - 8,754 - 8,754 20,161 180,039 Eagle Equity Note 8(e) 114,400 - 3,498 - 3,498 1,380 113,020 Eagle Equity Note 9(f) 114.400 2,369 2,369 6,053 90,779 Eagle Equity Note 10(g) 220.000 1,591 1,591 5,087 133,074 PPP Loan 460,406 - 3,039 - 3,037 - - Other - - - 1,865 3,269 8,000 - Total $ 1,656,772 $ 846,166 $ 137,522 $ 82,870 $ 141,162 $ 1,128,885 $ 756,795 (a) Subsequent to December 31, 2020, $84,000 of principal and $8,398 of accrued interest of this note were converted to a total of 7,629,714 shares of the Company’s Common Stock. As of the date of this filing this note is fully satisfied and there are no further obligations. (b) Subsequent to December 31, 2020, $100,000 of principal and $9,317 of accrued interest of this note were converted to a total of 8,782,885 shares of the Company’s Common Stock. As of the date of this filing this note is fully satisfied and there are no further obligations. (c) Subsequent to December 31, 2020, $200,000 of principal and $13,864 of accrued interest of this note were converted to a total of 13,734,672 shares of the Company’s Common Stock. As of the date of this filing this note is fully satisfied and there are no further obligations. (d) Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $200,200 and all accrued interest and prepayment penalties due under this note were converted to a total of 1,184,148 shares of the Company’s Common Stock. As of the date of this filing this note is fully satisfied and there are no further obligations. (e) Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $114,400 and all accrued interest and prepayment penalties due under this note were converted to a total of 639,593 shares of the Company’s Common Stock. As of the date of this filing this note is fully satisfied and there are no further obligations. (f) Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $114,400 and all accrued interest and prepayment penalties due under this note were converted to a total of 605,177 shares of the Company’s Common Stock. As of the date of this filing this note is fully satisfied and there are no further obligations. (g) Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $200,200 and all accrued interest and prepayment penalties due under this note were converted to a total of 1,095,131 shares of the Company’s Common Stock. As of the date of this filing this note is fully satisfied and there are no further obligations. |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Derivative liability activity for the nine months ended September 30, 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 September 30, 2021 $ - | Derivative liability activity for the years ended December 31, 2019 and 2020 are summarized in the table below: December 31, 2018 $ - Conversion features issued 1,472,320 Warrants issued 187,968 Settled upon conversion or exercise (689,469 ) Settled upon payment of note (191,827 ) Loss on revaluation 709,431 December 31, 2019 $ 1,488,423 Conversion features issued 1,273,463 Settled upon conversion or exercise (1,296,416 ) Settled upon payment of note (148,949 ) Gain on revaluation (508,839 ) December 31, 2020 $ 807,682 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Deficit) (Tables) [Line Items] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding on September 30, 2021, 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 18,386,211 9.32 $ 0.20 5,052,000 $ 0.10 | 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 13,453,879 9.42 $ 0.03 11,303,879 $ 0.03 13,453,879 9.42 $ 0.03 11,303,879 $ 0.03 |
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 13,585,000 0.27 Exercised (8,652,668 ) 0.03 Outstanding on September 30, 2021 18,386,211 $ 0.20 | Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) (A) Outstanding on December 31, 2018 67,879 $ 0.03 Granted - - Cancelled - - Outstanding on December 31, 2019 67,879 $ 0.03 Granted 14,886,000 $ 0.03 Cancelled (1,500,000 ) 0.03 Outstanding on December 31, 2020 13,453,879 $ 0.03 Exercisable on December 31, 2020 (B) 11,303,879 $ 0.03 |
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 September 30, 2021, was as follows: September 30, 2021 Volatility 161.0% to 183.5 % Dividends $ - Risk-free interest rates 0.82 % to 1.69 % Term (years) 5.00 to 10.00 | The Company valued stock options during the years ended December 31, 2020 and 2019 using the Black-Scholes valuation model utilizing the following variables: December 31, December 31, 2020 2019 Volatility 149.4% to 209.6 % 228.0% to 229.4 % Dividends $ - $ - Risk-free interest rates 0.55% to 1.30 % 1.75% to 2.53 % Term (years) 5.00 5.00 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes the warrants outstanding on September 30, 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 September 30, 2021 12,600,000 $ 0.63 | The following table summarizes the warrants outstanding on December 30, 2020 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, 2018 1,167,653 $ 2.18 Granted 400,000 $ 0.00858 Additional warrants due to trigger of ratchet feature 6,659,382 $ 0.00858 Exercised – cashless conversion (3,514,900 ) $ 0.00858 Forfeited (2,769,482 ) $ 0.00858 Expired (142,653 ) 17.42 Outstanding on December 31, 2019 1,800,000 $ 0.00858 Granted 6,582,382 $ 0.00858 Exercised (8,382,382 ) $ 0.0561 Outstanding on December 31, 2020 - $ - |
Schedule of Stock by Class [Table Text Block] | The shares of Series X Preferred Stock were issued as follows: Type of Share Liability Name Liability # shares Value Amount Loss Ronald Riewold, Director Deferred Compensation 1,200 $ 41,675 $ 30,000 $ (11,675 ) Larry Diamond, Director and CEO Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) Julie R. Smith, Director, COO and President (c) (now ex-Officer and Director) Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) James Crone, ex-Officer and Director Deferred Compensation 2,884 $ 100,158 $ 72,089 $ (28,069 ) Louis Deluca, ex-Officer and Director Deferred Compensation 2,400 $ 83,350 $ 60,000 $ (23,350 ) Irish Italian Retirement Fund Consulting services, notes payable (a) 12,503 $ 434,216 $ 312,572 (a) $ (121,644 ) Frank Lightmas Legal fees 3,240 $ 112,522 $ 81,000 (b) $ (31,522 ) Total 26,227 $ 910,837 $ 655,661 $ (255,176 ) | |
Series X Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) (Tables) [Line Items] | ||
Schedule of Stock by Class [Table Text Block] | The shares of Series X Preferred Stock were issued as follows: Type of Share Liability Name Liability # shares Value Amount Loss Ronald Riewold, Director Deferred Compensation 1,200 $ 41,675 $ 30,000 $ (11,675 ) Larry Diamond, Director and CEO Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) Julie R. Smith, Director and President (now ex-Officer and Director) Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) James Crone, ex-Officer and Director Deferred Compensation 2,884 $ 100,158 $ 72,089 $ (28,069 ) Louis Deluca, ex-Officer and Director Deferred Compensation 2,400 $ 83,350 $ 60,000 $ (23,350 ) Irish Italian Retirement Fund Consulting services, notes payable (a) 12,503 $ 434,216 $ 312,572 (a) $ (121,644 ) Frank Lightmas Legal fees 3,240 $ 112,522 $ 81,000 (b) $ (31,522 ) Total 26,227 $ 910,837 $ 655,661 $ (255,176 ) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 September 30, 2021, and December 31, 2020. Fair value measured at September 30, 2021 Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Fair value at September 30, (Level 1) (Level 2) (Level 3) 2021 Derivative liability $ - $ - $ - $ - Fair value measured at December 31, 2020 Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Fair value at December 31, (Level 1) (Level 2) (Level 3) 2020 Derivative liability $ - $ - $ 807,682 $ 807,682 | The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis on December 31, 2020 and 2019. December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 807,692 $ 807,682 December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 1,488,423 $ 1,488,423 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities consisted of the following on December 31, 2020 and 2019: December 31, 2020 2019 Trade accounts payable $ 824,405 $ 529,866 Accrued payroll and payroll taxes 244,926 92,799 Credit card payable - 26,049 Total $ 1,069,331 $ 648,714 |
Right to Use Assets and Lease_4
Right to Use Assets and Lease Liabilities - Operating Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Lessee, Operating Lease, Disclosure [Table Text Block] | December 31, 2020 December 31, 2019 Clinic $ 310,361 $ - Right to use assets, net $ 310,361 $ - December 31, 2020 December 31, 2019 Clinic $ 321,004 $ - Lease liability $ 321,004 $ - Less: current portion (8,905 ) Lease liability, non-current $ 312,099 $ - | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity analysis under these lease agreements are as follows: For the twelve months ended September 30, 2022 $ 529,095 For the twelve months ended September 30, 2023 779,150 For the twelve months ended September 30, 2024 636,721 For the twelve months ended September 30, 2025 638,386 For the twelve months ended September 30, 2026 652,302 Thereafter 1,772,151 Total $ 5,007,805 Less: Present value discount (1,813,542 ) Lease liability $ 3,194,263 | Maturity analysis under these lease agreements are as follows: For the period ended December 31, 2021 $ 47,671 For the period ended December 31, 2022 63,798 For the period ended December 31, 2023 64,937 For the period ended December 31, 2024 66,456 For the period ended December 31, 2025 67,975 Thereafter 200,003 Total $ 510,840 Less: Present value discount (189,836 ) Lease liability $ 321,004 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 consist of the following: 2020 2019 Current $ - $ - Deferred - - Total $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The provision (benefit) for income taxes differs from the amount of income tax determined by applying the applicable statutory income tax rate of 21.0% for the years ended December 31, 2020 and 2019 to the loss before taxes as a result of the following differences: 2020 2019 Loss before income taxes $ (2,936,129 ) $ (3,885,262 ) Statutory tax rate 21.0 % 21.0 % Total tax benefit at statutory rate (616,587 ) (815,915 ) Permanent difference – meals and entertainment, Preferred Stock dividend (41,930 ) 30 Total (658,517 ) (815,885 ) Changes in valuation allowance 658,517 815,885 Income tax expense $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred income taxes include the net tax effects of net operating loss (NOL) carryforwards and the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2020, and 2019 significant components of the Company’s deferred tax assets are as follows: 2020 2019 Deferred Tax Assets (Liabilities): Accrued payroll $ 41,000 $ 14,000 ASC842-ROU Asset 65,000 - ASC842-ROU (Liability) (67,000 ) - Gain from derivatives (107,000 ) - Stock based compensation 119,000 - Depreciation (1,000 ) - Net operating loss 5,861,000 5,239,000 Net deferred tax assets (liabilities) 5,911,000 5,253,000 Valuation allowance (5,911,000 ) (5,253,000 ) Net deferred tax assets (liabilities) $ - $ - |
Description of Business (Detail
Description of Business (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 26, 2021 | May 06, 2021 | Apr. 19, 2021 | Mar. 23, 2021 | Mar. 17, 2021 | Feb. 01, 2021 | Mar. 02, 2020 | |
Description of Business (Details) [Line Items] | |||||||||||||||
Capital Expenditure, Discontinued Operations | $ 12,500 | ||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 6,975,000 | ||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 2,564 | $ 7,792 | $ 7,897 | $ 60,842 | $ 67,623 | $ 212,187 | |||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.034 | $ 0.034 | $ 0.0305 | $ 0.034 | $ 0.25 | $ 0.25 | $ 0.01 | $ 0.26 | $ 0.31 | $ 0.25 | |||||
Series A Preferred Stock [Member] | |||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 4,800 | ||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 71,558 | ||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 14.91 | $ 14.91 |
Financial Condition, Going Co_2
Financial Condition, Going Concern and Management Plans (Details) - USD ($) | Jul. 21, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | May 04, 2020 | Apr. 25, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Cash and Cash Equivalents, at Carrying Value | $ 441,506 | $ 64,789 | $ 101,660 | $ 83,245 | $ 1,304 | |||
Liabilities, Current | 3,165,575 | $ 3,028,640 | $ 2,419,285 | |||||
Preferred Stock Offering | 3,000,000 | |||||||
Restricted Stock Offering | $ 1,668,000 | |||||||
Debt Instrument, Face Amount | $ 460,000 | $ 460,000 | ||||||
Proceeds from Loans | $ 440,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | $ | $ 441,506 | $ 64,789 | $ 101,660 | $ 83,245 | $ 1,304 |
Construction in Progress, Gross | $ | 297,097 | $ 417,082 | $ 0 | ||
Capital Expenditures Incurred but Not yet Paid | $ | $ 3,000,000 | ||||
Share Price (in Dollars per share) | $ / shares | $ 0.28 | $ 0.04 | |||
Derivative Assumption, Variable Note Discount Rates | - For the variable rate Notes (30%, 39% or 45% discount), the Holder would convert with effective discount rates of 35.95% to 56.00% (based on the lookback terms). | ||||
Minimum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Share Price (in Dollars per share) | $ / shares | $ 0.0198 | ||||
Minimum [Member] | Measurement Input, Option Volatility [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Embedded Derivative Liability, Measurement Input | 1.356 | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Share Price (in Dollars per share) | $ / shares | $ 0.0425 | ||||
Maximum [Member] | Measurement Input, Option Volatility [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Embedded Derivative Liability, Measurement Input | 2.20 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | Term of lease | Term of lease |
Minimum [Member] | Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 3 years | 3 years |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 3 years | 3 years |
Minimum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 3 years | 3 years |
Maximum [Member] | Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 5 years | 5 years |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 7 years | 7 years |
Maximum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 10 years | 10 years |
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 | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | ||||||
Net loss applicable to common shareholders | $ (1,809,899) | $ (1,056,001) | $ (6,088,620) | $ (2,004,353) | $ (2,936,129) | $ (3,885,262) |
Denominator | ||||||
Weighted Average shares outstanding | 208,784,236 | 100,262,378 | 199,678,995 | 94,154,754 | 105,177,272 | 45,248,520 |
Net loss per share | ||||||
Basic and diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.03) | $ (0.09) |
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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 39,718,519 | 100,663 | 93,022,036 | 39,002,944 |
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 | 18,386,211 | 67,689 | 13,453,879 | 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 | 0 | 0 | 2,800,000 |
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 | 8,237,425 | 0 | 79,475,904 | 36,135,065 |
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 | 494,883 | 32,784 | 92,253 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) | Aug. 26, 2021USD ($)$ / sharesshares | Jul. 21, 2021$ / sharesshares | Jun. 23, 2021shares | Apr. 19, 2021$ / sharesshares | Mar. 17, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 28, 2020USD ($)$ / sharesshares | Dec. 14, 2020$ / shares | Aug. 27, 2020shares | Aug. 01, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Jun. 01, 2020USD ($)$ / sharesshares | May 27, 2020shares | Mar. 02, 2020USD ($)$ / sharesshares | Feb. 27, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares | Aug. 10, 2019USD ($)shares | Jul. 29, 2019shares | Mar. 11, 2019USD ($)shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | May 06, 2021$ / shares | Mar. 23, 2021$ / shares | Feb. 01, 2021$ / shares | ||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 13,585,000 | 14,886,000 | 0 | |||||||||||||||||||||||||||
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 | $ 0.27 | $ 0.03 | [1] | $ 0 | [1] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 312,800 | 1,962 | 300,000 | 386,985 | 2,901,440 | 386,985 | 300,000 | |||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.25 | $ 0.01 | $ 0.31 | $ 0.0305 | $ 0.034 | $ 0.034 | $ 0.034 | $ 0.0305 | $ 0.034 | $ 0.25 | $ 0.26 | $ 0.25 | ||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 78,200 | $ 21,656 | $ 421,559 | $ 29,336 | $ 7,680 | $ 22,005 | ||||||||||||||||||||||||
Dividends, Preferred Stock | $ 40,433 | 19,392 | 115,047 | 56,143 | 75,535 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 4,500,000 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 49,290 | $ 176,229 | $ 9,792 | 24,645 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares (in Shares) | shares | 3,000,000 | |||||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.03 | |||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 312,800 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 761,222 | $ 259,307 | 568,363 | 234,192 | ||||||||||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 2,151,204 | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 637,953 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 2,653,795 | 0 | 1,633,406 | 627,479 | ||||||||||||||||||||||||||
Compensation As Director [Member] | ||||||||||||||||||||||||||||||
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 | $ 0.05 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 1,000,000 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 56,037 | 11,595 | ||||||||||||||||||||||||||||
Legal Fees [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 71,279 | |||||||||||||||||||||||||||||
Prepaid Legal Fees [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 9,721 | |||||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||||
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 | 0.03 | $ 0.03 | $ 0.05 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 1,000,000 | 2,000,000 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||||||||||
Number of Directors | 2 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 9,860 | $ 28,460 | $ 78,324 | 6,528 | $ 9,487 | 9,860 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 400,000 | |||||||||||||||||||||||||||||
Issued to Each Related Party [Member] | ||||||||||||||||||||||||||||||
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 | $ 0.05 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 58,743 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||||||||||||||
Former President [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in Shares) | shares | 1,500,000 | |||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 250,000 | |||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited (in Shares) | shares | 750,000 | |||||||||||||||||||||||||||||
President [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ (1,632) | 3,000 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in Shares) | shares | 1,500,000 | |||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited (in Shares) | shares | 300,000 | |||||||||||||||||||||||||||||
Board Member [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (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 | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 24,645 | $ 4,896 | 49,290 | |||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | 0.03 | |||||||||||||||||||||||||||||
Issued to Each Related Party [Member] | 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 | 1,000,000 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 2,465 | $ 39,162 | $ 3,264 | 2,465 | ||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 100,000 | |||||||||||||||||||||||||||||
Issued to Each Related Party [Member] | Each Consultant [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 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 58,743 | |||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 2,000,000 | |||||||||||||||||||||||||||||
Issued to Each Related Party [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | 58,743 | |||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | |||||||||||||||||||||||||||||
Issued to Each Related Party [Member] | President [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 58,743 | |||||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||||
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 | $ 0.03 | $ 0.05 | ||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 56,037 | 56,067 | 60,000 | |||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | |||||||||||||||||||||||||||||
Director [Member] | Director #2 [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 46,500 | 46,500 | ||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 775,000 | |||||||||||||||||||||||||||||
Board Member [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 100,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 8,740 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | 16,085 | |||||||||||||||||||||||||||||
President [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 100,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 8,740 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 11,909 | |||||||||||||||||||||||||||||
Officer [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 5,000 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 3,000,000 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest following the Company’s achievement of a total of $30 million of revenues over four consecutive quarters | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 750,000 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | Chief Legal Officer [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 750,000 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 1,500,000 | |||||||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (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, Expense | $ 69,342 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | shares | 750,000 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 67,623 | |||||||||||||||||||||||||||||
Restricted Stock [Member] | Compensation As Director [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | shares | 1,000,000 | |||||||||||||||||||||||||||||
Restricted Stock [Member] | Compensation As Officer [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | shares | 250,000 | |||||||||||||||||||||||||||||
Restricted Stock [Member] | Officer [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 15,635 | |||||||||||||||||||||||||||||
Restricted Stock [Member] | Director [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | 26,511 | |||||||||||||||||||||||||||||
Restricted Stock [Member] | Management [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | 27,196 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 15,856 | |||||||||||||||||||||||||||||
Restricted Stock [Member] | Issued to Each Related Party [Member] | Board Member [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 7,135 | |||||||||||||||||||||||||||||
Restricted Stock [Member] | Board Member [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 32,614 | |||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Dividends, Preferred Stock | $ 65,568 | 15,141 | 46,677 | 49,176 | 65,568 | |||||||||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 2,151,204 | |||||||||||||||||||||||||||||
Dividends Payable | $ 0 | 0 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 26,227 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 655,661 | |||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | Officer [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Dividends, Preferred Stock | 2,000 | 6,000 | 9,750 | |||||||||||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 262,478 | |||||||||||||||||||||||||||||
Dividends Payable | $ 8,000 | 8,000 | ||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | Majority Shareholder [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Dividends, Preferred Stock | 7,816 | 23,444 | 23,443 | |||||||||||||||||||||||||||
Series X Preferred Stock [Member] | Investor [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Dividends, Preferred Stock | $ 5,325 | $ 17,233 | $ 15,983 | |||||||||||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 863,212 | |||||||||||||||||||||||||||||
Dividends Payable | $ 26,310 | 26,310 | ||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | Director [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 30,000 | |||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 50,000 | |||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | President [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 50,000 | |||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | Director #2 [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 72,089 | |||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | Related Party [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 1,025,514 | |||||||||||||||||||||||||||||
Dividends Payable | $ 31,528 | $ 31,528 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 26,227 | |||||||||||||||||||||||||||||
Accounts Payable [Member] | Director [Member] | Investor [Member] | ||||||||||||||||||||||||||||||
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 | $ 0.03 | |||||||||||||||||||||||||||||
Consulting Services [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 174,813 | |||||||||||||||||||||||||||||
Settlement of Note Payable [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 137,759 | |||||||||||||||||||||||||||||
June 1, 2020 [Member] | Director [Member] | ||||||||||||||||||||||||||||||
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 | $ 0.03 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 28,460 | |||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | |||||||||||||||||||||||||||||
August 10, 2019 [Member] | Director [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 60,000 | |||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | |||||||||||||||||||||||||||||
August 10, 2019 [Member] | Director #3 [Member] | ||||||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 12,000 | $ 12,000 | ||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 200,000 | |||||||||||||||||||||||||||||
[1] | On December 14, 2020, the Company reset the exercise price of all the options then outstanding options to $0.03 per share. This included 150,000 options previously priced at $0.04 per share; 7,450,000 options previously priced at $0.05 per share; 1,000,000 options previously priced at $0.06 per share; and 67,879 options previously prices at $21.40 per share. The Company valued these options as of December 14, 2020, at the original exercise price and at the new price of $0.03 per share and charged the increase in value in the amount of $4,113 to operations during the year ended December 31, 2020. The exercise prices of all options are shown at the restated price of $0.03 per share. |
Right to Use Assets and Lease_5
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - USD ($) | Sep. 28, 2021 | Sep. 09, 2021 | Aug. 31, 2021 | Jun. 24, 2021 | Jun. 08, 2021 | May 24, 2021 | Nov. 01, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Right to Use Assets and Lease Liabilities - Operating Leases (Details) [Line Items] | |||||||||||||
Lessee, Operating Lease, Term of Contract | 8 years | 7 years | 8 years | ||||||||||
Operating Lease, Expense | $ 153,300 | $ 0 | $ 212,500 | $ 0 | $ 10,642 | $ 0 | |||||||
Operating Lease, Liability | 3,194,263 | 3,194,263 | 321,004 | 0 | |||||||||
Operating Lease, Right-of-Use Asset | 3,052,351 | 3,052,351 | $ 310,361 | $ 0 | |||||||||
Operating Lease, Right-of-Use Asset, Amortization Expense | $ 18,500 | $ 0 | $ 71,349 | $ 0 | |||||||||
Lessee, Operating Lease, Discount Rate | 12.00% | 12.00% | 12.00% | ||||||||||
Minimum [Member] | |||||||||||||
Right to Use Assets and Lease Liabilities - Operating Leases (Details) [Line Items] | |||||||||||||
Lessee, Operating Lease, Term of Contract | 96 months | 90 months | 114 months | 2 years 6 months | |||||||||
Operating Lease, Expense | $ 640,000 | $ 489,000 | $ 663,000 | $ 244,000 | $ 620,000 | $ 673,000 | $ 511,000 |
Right to Use Assets and Lease_6
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lease, Cost - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lease, Cost [Line Items] | |||
Operating Lease, Right-of-Use Asset | $ 3,052,351 | $ 310,361 | $ 0 |
Operating Lease, Liability | 3,194,263 | 321,004 | 0 |
Less: current portion | (102,133) | (8,905) | 0 |
Lease liability, non-current | 3,092,130 | 312,099 | 0 |
Building [Member] | |||
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lease, Cost [Line Items] | |||
Operating Lease, Right-of-Use Asset | 2,869,719 | 310,361 | 0 |
Operating Lease, Liability | 2,988,118 | 321,004 | $ 0 |
Office Equipment [Member] | |||
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lease, Cost [Line Items] | |||
Operating Lease, Right-of-Use Asset | 182,632 | 0 | |
Operating Lease, Liability | $ 206,145 | $ 0 |
Right to Use Assets and Lease_7
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | |||
For the twelve months ended September 30, 2022 | $ 529,095 | $ 47,671 | |
For the twelve months ended September 30, 2023 | 779,150 | 63,798 | |
For the twelve months ended September 30, 2024 | 636,721 | 64,937 | |
For the twelve months ended September 30, 2025 | 638,386 | 66,456 | |
For the twelve months ended September 30, 2026 | 652,302 | 67,975 | |
Thereafter | 1,772,151 | 200,003 | |
Total | 5,007,805 | ||
Less: Present value discount | (1,813,542) | (189,836) | |
Lease liability | $ 3,194,263 | $ 321,004 | $ 0 |
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 | Dec. 31, 2020 | Dec. 16, 2020 | Dec. 09, 2020 | Dec. 04, 2020 | Nov. 25, 2020 | Nov. 20, 2020 | Nov. 17, 2020 | Oct. 29, 2020 | Oct. 15, 2020 | Oct. 06, 2020 | Sep. 30, 2020 | Sep. 25, 2020 | Sep. 09, 2020 | Sep. 01, 2020 | Aug. 20, 2020 | Jul. 30, 2020 | Jul. 21, 2020 | Jul. 17, 2020 | Jul. 09, 2020 | Jul. 01, 2020 | Jun. 26, 2020 | Jun. 23, 2020 | Jun. 17, 2020 | Jun. 05, 2020 | Apr. 08, 2020 | Mar. 10, 2020 | Jan. 24, 2020 | Dec. 19, 2019 | Nov. 22, 2019 | Nov. 11, 2019 | Oct. 07, 2019 | Sep. 12, 2019 | Dec. 19, 2018 | Aug. 13, 2018 | Apr. 30, 2018 | Aug. 10, 2017 | Sep. 19, 2016 | Mar. 18, 2016 | Nov. 30, 2014 | Aug. 31, 2014 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | May 04, 2021 | May 04, 2020 | Apr. 25, 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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debentures C and D [Member] | Series D Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 8,722 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series C Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 11,333 | $ 110,833 | $ 110,833 | $ 110,833 | $ 110,833 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 20.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 4,950 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 20.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | $ 114,400 | $ 114,400 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 11,114 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note A [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 120,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,860 | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 41,000 | 41,000 | 41,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,201 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 55,368 | 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Pursuant to the terms of the Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of the Convertible Note A until its maturity on September 16, 2016 at which time the Company was obligated to repay the full principal amount of the Convertible Note A. The Convertible Note A is convertible by the holder at any time into shares of the Company’s Common Stock at price of $1.00 per share, and throughout the duration of the note, the holder has the right to participate in any financing the Company may engage in upon the same terms and conditions as all other investors. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 0 | $ 18,750 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 9,375 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 75,000 | 75,000 | 25,000 | 15,000 | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | $ 4,050 | 4,934 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 6,750 | $ 7,500 | $ 3,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | (13,867) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 4 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 3,505,964 | 4,123,750 | 7,629,714 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [1] | $ 84,000 | 84,000 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.01224 | $ 0.012 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 129,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 4, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 4 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 4, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 4 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 35,903 | [1] | $ 125,000 | 35,903 | [1] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 17,948 | 14,021 | 12,332 | [1] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 4 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 4, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 4, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [1] | 93,097 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 139,021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 39,000 | $ 45,000 | $ 45,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 4,555,556 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 3,913 | 4,485 | $ 4,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.0108 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 4,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 39,000 | 45,000 | 84,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 4,485 | $ 8,398 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 4,319,378 | 4,463,507 | 4,463,507 | 8,782,885 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [2] | $ 100,000 | 100,000 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.01266 | $ 0.01224 | $ 0.01224 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 5, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 5 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 5, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 5 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 55,253 | [2] | $ 100,000 | 55,253 | [2] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | [2] | 8,779 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 5 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 5, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 5, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [2] | 44,747 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 106,576 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 5 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 4,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 50,000 | 50,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,683 | $ 4,633 | $ 9,317 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 7,285,062 | 6,449,610 | 13,734,672 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [3] | $ 200,200 | 200,200 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.01575 | $ 0.0154 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 6, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 6 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 6, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 6 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 148,727 | [3] | $ 200,200 | 148,727 | [3] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | [3] | 12,112 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 6 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 6, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 6, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [3] | 51,473 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 218,148 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | 7,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 107,200 | $ 93,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 7,540 | 6,324 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 18,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 107,200 | 93,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,540 | $ 6,324 | $ 13,864 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 7 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,184,148 | 1,184,148 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | $ 200,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [4] | 200,200 | 200,200 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.24984 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 7, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 7 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 7, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 7 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 180,039 | [4] | $ 200,200 | 180,039 | [4] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | $ 15,203 | 8,754 | [4] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Eagle Equities Note 7 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 7, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 7, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [4] | 20,161 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 215,403 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | 7,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 7 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 7 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 18,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 8 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 639,593 | 639,593 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | $ 114,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [5] | 114,400 | 114,400 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.23851 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 8, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 8 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 8, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 8 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 113,020 | [5] | $ 10,400 | $ 10,400 | 113,020 | [5] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 2,909 | 3,498 | [5] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 8 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 8, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 8, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [5] | 1,380 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 117,309 | 117,309 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | 4,000 | 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 8 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 8 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 114,400 | $ 114,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 9 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 605,177 | 605,177 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | $ 114,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [6] | 114.4 | 114.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.24984 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 114,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 9, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 9 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 9, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 9 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 90,779 | [6] | $ 10,400 | 90,779 | [6] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | [6] | 2,369 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 9 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 9, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 9, there shall be no further right of prepayment. The Company determined that a derivative liability in the amount of $86,432 existed in connection with the variable rate conversion feature of the Eagle Equities Note 9; this amount was charged to discount on the Eagle Equities Note 9. Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.Eagle Equities Note 10 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.On December 9, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 10”) in the aggregate principal amount of $220,000 with an original issue discount of $20,000. The amount received was also net of fees in the amount of $8,000, which were charged to discount on convertible notes during the period. The Eagle Equities Note 10 entitled the holder to 12% interest per annum and matures on December 9, 2021. Under the Eagle Equities Note 10, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 8 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 9, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 10 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepaid the Eagle Equities Note 10 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 10, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 9, there shall be no further right of prepayment. The Company determined that a derivative liability in the amount of $118,160 existed in connection with the variable rate conversion feature of the Eagle Equities Note 10; this amount was charged to discount on the Eagle Equities Note 10. Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. 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 year ended December 31, 2020 are presented in Notes Payable Table 1, below. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [6] | 6,053 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 86,432 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 4,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 9 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 10 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,095,131 | 1,095,131 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | $ 200,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [7] | 220 | 220 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.23748 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 220,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 10, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 8 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 9, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 10 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | [7] | 133,074 | 133,074 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | [7] | 1,591 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 10 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 10, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 9, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [7] | 5,087 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 118,160 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | 8,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 10 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 10 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PPP Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 460,406 | 460,406 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 460,000 | $ 460,406 | $ 460,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 460,406 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 3,037 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Description | 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series D Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 11,333 | $ 11,333 | 11,333 | 11,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 16.67 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 495 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 20.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 1,364 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | 45,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 74,195 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 45,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 11, Power Up had the right to convert all or a portion of the outstanding principal of the Power Up Note 11 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Power Up Note 11, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price meant 55% of lowest trading price during the 25-trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up could not convert the Power Up Note 11 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 875 | 2,187 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | 35,420 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Term | 180 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Power Up Note 11 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Power Up Note 11, then such redemption premium was 120%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium 125%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Power Up Note 11, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 34,498 | 45,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 21,266 | 21,266 | 47,187 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 45,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 2,680 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | Prepayment Penalty [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 23,815 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.00006 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 84,231 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 256,000 | $ 53,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 12, Power Up had the right to convert all or a portion of the outstanding principal of the Power Up Note 12 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price meant 55% of lowest trading price during the 25-trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up could not convert the Power Up Note 12 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | $ 6,000 | 0 | 53,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 1,813 | 1,499 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | 4,247 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Power Up Note 12 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Power Up Note 12, then such redemption premium was 120%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 125%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Power Up Note 12, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 46,014 | 6,502 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 62,569 | 62,569 | 54,969 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt, Excluding Amortization | 2,187 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 3,312 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | Prepayment Penalty [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 27,919 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 13 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | 73,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 115,980 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 73,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 13, Power Up had the right to convert all or a portion of the outstanding principal of the Power Up Note 13 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price meant 55% of lowest trading price during the 25-trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up could not convert the Power Up Note 13 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | 73,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 3,240 | 1,414 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | 4,882 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Power Up Note 13 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Power Up Note 13, then such redemption premium was 120%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 125%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Power Up Note 13, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 66,554 | 6,091 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 86,380 | 86,380 | 73,529 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt, Excluding Amortization | 529 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 13 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 73,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 13 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 4,728 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 13 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 13 [Member] | Prepayment Penalty [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 38,252 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,320,000 | 3,429,814 | 3,188,735 | 2,045,130 | 3,243,434 | 2,023,358 | 2,015,783 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.021 | $ 0.01572 | $ 0.01518 | $ 0.01362 | $ 0.0132 | $ 0.0132 | $ 0.0132 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 1, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 1 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 1, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 1 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 15,660 | 3,367 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 1 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 1, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 1, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 248,216 | 7,784 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 271,694 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt, Excluding Amortization | 15,694 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 45,000 | $ 50,000 | $ 45,000 | $ 26,000 | $ 40,000 | $ 25,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,720 | $ 3,917 | $ 3,405 | 1,855 | 2,813 | 1,708 | 1,608 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 26,000 | 40,000 | 25,000 | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,855 | $ 2,813 | $ 1,708 | $ 1,608 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 2 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 3,586,078 | 3,574,074 | 3,556,645 | 3,005,721 | 3,194,796 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.0153 | $ 0.0153 | $ 0.0153 | $ 0.01806 | $ 0.01896 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 2, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 2 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 2, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 2 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 21,813 | 1,094 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 2 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 2, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 2, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 247,605 | 8,393 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 277,476 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt, Excluding Amortization | 21,476 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 2 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | $ 56,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 2 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,867 | $ 4,683 | $ 4,417 | $ 4,283 | $ 4,573 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 3 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 4,497,778 | 4,485,556 | 3,259,369 | 3,482,065 | 4,439,024 | 3,471,711 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.0108 | $ 0.0108 | $ 0.011 | $ 0.011 | $ 0.023 | $ 0.01566 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 3, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 3 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 3, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 3 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 0 | 250,000 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | $ 6,576 | 22,412 | 24,608 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 3 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 3, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 3, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 272,412 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 3 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 44,000 | $ 44,000 | $ 33,000 | $ 35,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 3 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,576 | $ 4,444 | $ 3,179 | $ 3,442 | $ 4,600 | $ 4,367 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 3 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[1] | Subsequent to December 31, 2020, $84,000 of principal and $8,398 of accrued interest of this note were converted to a total of 7,629,714 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[2] | Subsequent to December 31, 2020, $100,000 of principal and $9,317 of accrued interest of this note were converted to a total of 8,782,885 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[3] | Subsequent to December 31, 2020, $200,000 of principal and $13,864 of accrued interest of this note were converted to a total of 13,734,672 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[4] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $200,200 and all accrued interest and prepayment penalties due under this note were converted to a total of 1,184,148 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[5] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $114,400 and all accrued interest and prepayment penalties due under this note were converted to a total of 639,593 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[6] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $114,400 and all accrued interest and prepayment penalties due under this note were converted to a total of 605,177 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[7] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $200,200 and all accrued interest and prepayment penalties due under this note were converted to a total of 1,095,131 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Debt [Abstract] | |||
Total notes payable | $ 460,406 | $ 1,656,772 | $ 846,166 |
Less: Discount | 0 | (756,795) | (646,888) |
Notes payable - net of discount | 460,406 | 899,977 | 199,278 |
Current Portion, net of discount | 460,406 | 899,977 | 199,278 |
Long-term portion, net of discount | $ 0 | $ 0 | $ 0 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |||
Balance | $ 807,682 | $ 1,488,423 | $ 0 |
Settled upon conversion or exercise | (1,301,137) | (148,949) | (191,827) |
Gain on revaluation | 493,455 | (508,839) | 709,431 |
Balance | $ 0 | $ 807,682 | $ 1,488,423 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details) | Nov. 15, 2021USD ($)$ / shares | Aug. 26, 2021USD ($)$ / sharesshares | Jul. 21, 2021shares | Jun. 23, 2021$ / sharesshares | May 12, 2021$ / sharesshares | May 06, 2021$ / sharesshares | Apr. 19, 2021$ / sharesshares | Mar. 25, 2021USD ($)$ / sharesshares | 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, 2021$ / sharesshares | Jan. 06, 2021USD ($)$ / sharesshares | Jan. 04, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 28, 2020USD ($) | Dec. 14, 2020USD ($)$ / sharesshares | Aug. 27, 2020USD ($)shares | Jul. 30, 2020$ / sharesshares | Jul. 17, 2020$ / sharesshares | Jul. 09, 2020$ / sharesshares | Jun. 26, 2020USD ($)$ / sharesshares | Jun. 23, 2020USD ($)$ / sharesshares | Jun. 17, 2020USD ($)$ / sharesshares | Jun. 05, 2020USD ($)$ / sharesshares | May 27, 2020USD ($)shares | Mar. 02, 2020USD ($)$ / sharesshares | Feb. 19, 2020USD ($)shares | Jan. 29, 2020USD ($)shares | Jan. 02, 2020USD ($)shares | Sep. 02, 2021$ / sharesshares | Jun. 29, 2021$ / sharesshares | Mar. 31, 2020$ / sharesshares | Mar. 21, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021shares | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized (in Shares) | shares | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding (in Shares) | shares | 155,381,183 | 212,853,706 | 212,853,706 | 155,381,183 | 81,268,443 | ||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 63,374,555 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 0 | $ 617,000 | |||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 461,358 | 6,672,000 | |||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.25 | $ 0.25 | $ 0.01 | $ 0.26 | $ 0.31 | $ 0.25 | $ 0.0305 | $ 0.034 | $ 0.034 | $ 0.0305 | $ 0.034 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,668,000 | $ 41,000 | 1,668,000 | ||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | shares | 2,500,000 | 336,000 | 5,116,668 | ||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.03 | $ 0.03 | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued (in Shares) | shares | 4,237,424 | 600,000 | 4,000,001 | ||||||||||||||||||||||||||||||||||||||||||||
Number of Individuals | 4 | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | shares | 1,059,356 | 4,800 | |||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 312,800 | 1,962 | 300,000 | 386,985 | 2,901,440 | 386,985 | 300,000 | ||||||||||||||||||||||||||||||||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | shares | 2,000,000 | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 637,953 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 312,800 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 78,200 | ||||||||||||||||||||||||||||||||||||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 7,897 | $ 212,187 | |||||||||||||||||||||||||||||||||||||||||||||
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition | 199,079 | $ 91,647 | 203,858 | $ 119,227 | $ 421,502 | ||||||||||||||||||||||||||||||||||||||||||
Other Nonoperating Gains (Losses) | 0 | 0 | (332,242) | ||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 78,200 | 21,656 | 421,559 | 29,336 | 7,680 | 22,005 | |||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 761,222 | 259,307 | $ 568,363 | $ 234,192 | |||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 13,585,000 | 14,886,000 | 0 | ||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 49,290 | $ 176,229 | 9,792 | $ 24,645 | |||||||||||||||||||||||||||||||||||||||||||
Gain on Settlement of Accounts Payable and Accrued Liabilities | $ 6,988 | 6,988 | (37,186) | $ 35,532 | |||||||||||||||||||||||||||||||||||||||||||
Dividends, Preferred Stock | 40,433 | 19,392 | $ 115,047 | 56,143 | 75,535 | ||||||||||||||||||||||||||||||||||||||||||
Dividends Payable, Current | $ 9,967 | 125,014 | 125,014 | 9,967 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||
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-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 789,500 | $ 0 | $ 789,500 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.28 | $ 0.04 | $ 0.28 | $ 0.04 | |||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 71,156 | $ 1,205,961 | $ 1,205,961 | $ 71,156 | |||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | shares | 155,381,183 | 212,853,706 | 212,853,706 | 155,381,183 | 81,268,443 | ||||||||||||||||||||||||||||||||||||||||||
Class of Warrants, Exercised (in Shares) | shares | (8,382,382) | (3,514,900) | |||||||||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | $ 24,894 | $ 0 | $ 6,988 | $ 0 | $ 6,988 | $ 6,988 | $ 0 | ||||||||||||||||||||||||||||||||||||||||
Number of Transactions | 19 | ||||||||||||||||||||||||||||||||||||||||||||||
APIC, Share-based Payment Arrangement, Other, Increase for Cost Recognition | $ (421,502) | 69,750 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 2,151,204 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 156,441 | 730,764 | 156,441 | 824,042 | 21,656 | 910,837 | |||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 0 | 0 | 1,836 | 0 | 35,236 | 70,000 | |||||||||||||||||||||||||||||||||||||||||
Stock Repurchased and Retired During Period, Value | $ 7,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | shares | 6,975,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | $ 273,300 | ||||||||||||||||||||||||||||||||||||||||||||||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity | 528,995 | 460,562 | 881,296 | ||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 0 | 225,393 | |||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 0 | 34,500 | |||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | 0 | $ 17,787 | |||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Other | 35,532,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Imputed Interest | $ 0 | 9,018 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | shares | 100,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on modification of options | $ 4,113 | ||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 7,285,062 | 6,449,610 | 4,319,378 | 4,463,507 | 3,505,964 | 4,123,750 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01575 | $ 0.0154 | $ 0.01266 | $ 0.01224 | $ 0.01224 | $ 0.012 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 6,192,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,548,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of Individuals | 4 | 45 | |||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 336,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Unit, Price per unit (in Dollars per share) | $ / shares | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||
Unit, Description | each Unit consisting of (a) one share of a newly formed Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D 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 | $ 3,100,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | shares | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings (in Shares) | shares | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Services [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 | ||||||||||||||||||||||||||||||||||||||||||||||
Consulting Services [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Other Accrued Liabilities | 174,813 | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Other Accrued Liabilities | 137,759 | ||||||||||||||||||||||||||||||||||||||||||||||
Legal Fees [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Other Accrued Liabilities | 71,279 | ||||||||||||||||||||||||||||||||||||||||||||||
Prepaid Legal Fees [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Other Accrued Liabilities | $ 9,721 | ||||||||||||||||||||||||||||||||||||||||||||||
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, Noncash Expense | $ 67,623 | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | 69,342 | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition | 164,647 | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 67,623 | ||||||||||||||||||||||||||||||||||||||||||||||
Officers and Board Members [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition | 201,292 | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 53,050 | ||||||||||||||||||||||||||||||||||||||||||||||
Officers and Board Members [Member] | Share-based Payment Arrangement, Option [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 27,580 | ||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 14.91 | $ 14.91 | |||||||||||||||||||||||||||||||||||||||||||||
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 | 0 | 71,558 | $ 71,558 | |||||||||||||||||||||||||||||||||||||||||||
Dividends, Preferred Stock | $ 1,000 | 3,967 | |||||||||||||||||||||||||||||||||||||||||||||
Dividends Payable, Current | $ 9,967 | $ 3,967 | $ 3,967 | ||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Payment Terms | issuance of 755,076 shares of Common Stock based upon the average price of $0.0132 per share for the five-day period ended December 31, 2020 | issuance of 98,780 shares of Common Stock based upon the average price of $0.0402 per share for the five-day period ended September 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | shares | 4,800 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | shares | 3,000,000 | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued (in Shares) | shares | 4,800 | 0 | 0 | 4,800 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Redemption Terms | The designation includes, among other terms, that: ■ The Series A Preferred Stock ranks junior to our Series X Preferred Stock; ■ The Series A Preferred Stock has limited voting rights only on matters impacting certain of our securities that are senior to the Series A and in transactions involving mergers or similar transactions that adversely affects and deprives holders of the Series A Preferred Stock; ■ The Series A Preferred Stock is on a parity with all equity securities issued by us with terms specifically providing that those equity securities rank on a parity with the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up; ■ The Series A Preferred Stock is junior to all equity securities issued by us with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up; ■ The Series A Preferred Stock is effectively junior to all of our existing and future indebtedness; ■ The Series A Preferred Stock will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase it at our option; ■ The Series A Preferred Stock will accrue cumulative cash dividends at the rate of 10% of the $25.00 per share liquidation preference per annum which will accrue if we do not have funds to pay the dividend; ■ We have not yet generated revenues from our current business plan, and we do not presently have a reserve to pay dividends that will be due in the future on the Series A Preferred Stock; ■ No dividends will be paid or set apart for payment by us at any time if it would violate the terms of any agreement in which we are a party to or that we may enter into in the future; ■ The Series A Preferred Stock may be redeemed by us on or after March 3, 2022, for a cash redemption price of $25.00 per share if certain requirements are met; ■ The Series A Preferred Stock is not convertible into our Common Stock; and ■ If we fail to pay a dividend on the Series A Preferred, holders will not receive additional interest or fees in respect to such dividend. | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding (in Shares) | shares | 4,800 | 0 | 0 | 4,800 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | shares | 4,800 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | shares | 4,800 | ||||||||||||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,491,283 | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued (in Shares) | shares | 4,237,424 | 4,000,001 | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | shares | 1,059,356 | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||||||||||||||||||||||||||||||
Dividends Payable | $ 67,370 | $ 67,370 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued (in Shares) | shares | 940,644 | 940,644 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding (in Shares) | shares | 940,644 | 940,644 | |||||||||||||||||||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 26,227 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 910,837 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 26,227 | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends, Preferred Stock | $ 65,568 | $ 15,141 | $ 46,677 | $ 49,176 | $ 65,568 | ||||||||||||||||||||||||||||||||||||||||||
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 | 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 | |||||||||||||||||||||||||||||||||||||||||||||
Dividends Payable | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Voting Rights | 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 | Each one share of the Series X Preferred Stock is entitled to 20,000 votes | |||||||||||||||||||||||||||||||||||||||||||||
Number of Note Holders | 2 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 2,151,204 | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued (in Shares) | shares | 26,227 | 24,227 | 24,227 | 26,227 | 26,227 | ||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding (in Shares) | shares | 26,227 | 24,227 | 24,227 | 26,227 | 26,227 | ||||||||||||||||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | Officers and Board Members [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends, Preferred Stock | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | Majority Shareholder [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends, Preferred Stock | $ 7,816 | 23,444 | 23,443 | ||||||||||||||||||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends, Preferred Stock | $ 5,325 | $ 17,233 | $ 15,983 | ||||||||||||||||||||||||||||||||||||||||||||
Dividends Payable | $ 26,310 | $ 26,310 | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 863,212 | ||||||||||||||||||||||||||||||||||||||||||||||
Series S Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | shares | 27,324 | 27,324 | |||||||||||||||||||||||||||||||||||||||||||||
Cashless Exercise of Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 3,514,900 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | shares | 4,098,556 | 2,901,440 | 4,098,556 | ||||||||||||||||||||||||||||||||||||||||||||
Other Nonoperating Gains (Losses) | $ 182,295 | $ 24,894 | $ 259,947 | ||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Exercised (in Shares) | shares | 4,480,938 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrants, Exercised (in Shares) | shares | 4,480,938 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 35,149 | ||||||||||||||||||||||||||||||||||||||||||||||
Additional Shares for Variable Conversion Feature on Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 1,011,967 | 1,011,967 | |||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||
Agreement with Investors Regarding Exercise Price of Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | shares | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Other Nonoperating Gains (Losses) | $ 77,652 | $ 77,652 | |||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Exercised (in Shares) | shares | 2,769,482 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrants, Exercised (in Shares) | shares | 2,769,482 | ||||||||||||||||||||||||||||||||||||||||||||||
Settlement of Note Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | $ 34,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 813,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,913 | 70,658 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 38,179,083 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 627,479 | ||||||||||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | (161,458) | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 2,653,795 | $ 1,633,406 | $ 788,937 | ||||||||||||||||||||||||||||||||||||||||||||
Legal Settlement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,401,224 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 74,104 | ||||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (26,924) | ||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.0108 | $ 0.0108 | |||||||||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | 0.0198 | 0.0198 | |||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | 0.012 | 0.012 | |||||||||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.0425 | $ 0.0425 | |||||||||||||||||||||||||||||||||||||||||||||
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 | 7,629,714 | ||||||||||||||||||||||||||||||||||||||||||||
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 | $ 84,000 | ||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 4,485 | $ 8,398 | |||||||||||||||||||||||||||||||||||||||||||||
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 | 4,463,507 | 8,782,885 | |||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01266 | $ 0.01224 | $ 0.01224 | ||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | 50,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,683 | $ 4,633 | $ 9,317 | ||||||||||||||||||||||||||||||||||||||||||||
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 | 13,734,672 | ||||||||||||||||||||||||||||||||||||||||||||
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 | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,540 | $ 6,324 | $ 13,864 | ||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 7 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,184,148 | 1,184,148 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.24984 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | $ 200,200 | |||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 7 [Member] | Subsequent Event [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 | 639,593 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.23851 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | $ 114,400 | |||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 8 [Member] | Subsequent Event [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 | 605,177 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.24984 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | $ 114,400 | |||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 9 [Member] | Subsequent Event [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 | 1,095,131 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.23748 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | $ 200,200 | |||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 10 [Member] | Subsequent Event [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 | ||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 2,320,000 | 3,429,814 | 3,188,735 | 2,045,130 | 3,243,434 | 2,023,358 | 2,015,783 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.021 | $ 0.01572 | $ 0.01518 | $ 0.01362 | $ 0.0132 | $ 0.0132 | $ 0.0132 | ||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 26,000 | $ 40,000 | $ 25,000 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,855 | $ 2,813 | $ 1,708 | $ 1,608 | |||||||||||||||||||||||||||||||||||||||||||
Options Exercise Price $0.04 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.04 | ||||||||||||||||||||||||||||||||||||||||||||||
Options Modified (in Shares) | shares | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Options Exercise Price $0.05 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||
Options Modified (in Shares) | shares | 7,450,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Options Exercise Price $0.06 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.06 | ||||||||||||||||||||||||||||||||||||||||||||||
Options Modified (in Shares) | shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Options Exercise Price $12.40 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 21.4 | ||||||||||||||||||||||||||||||||||||||||||||||
Options Modified (in Shares) | shares | 67,879 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) (Details) - Share-based Payment Arrangement, Option, Exercise Price Range - $ / shares | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
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) | 18,386,211 | 13,453,879 | 67,879 | 67,879 | |||
Weighted average remaining contractual life | 9 years 3 months 25 days | 9 years 5 months 1 day | |||||
Weighted average exercise price of outstanding options | $ 0.2 | $ 0.03 | [1] | $ 0.03 | [1] | $ 0.03 | [1] |
Number of options exercisable (in Shares) | 5,052,000 | 11,303,879 | [2] | ||||
Weighted average exercise price of exercisable options | $ 0.1 | $ 0.03 | [1] | ||||
[1] | On December 14, 2020, the Company reset the exercise price of all the options then outstanding options to $0.03 per share. This included 150,000 options previously priced at $0.04 per share; 7,450,000 options previously priced at $0.05 per share; 1,000,000 options previously priced at $0.06 per share; and 67,879 options previously prices at $21.40 per share. The Company valued these options as of December 14, 2020, at the original exercise price and at the new price of $0.03 per share and charged the increase in value in the amount of $4,113 to operations during the year ended December 31, 2020. The exercise prices of all options are shown at the restated price of $0.03 per share. | ||||||
[2] | On December 28, 2020, the Company accelerated the vesting of certain of its options issued to board members, management, and consultants, resulting in a charge to operations in the amount of $164,647 during the year ended December 31, 2020. |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) (Details) - Share-based Payment Arrangement, Option, Activity - $ / shares | Dec. 28, 2020 | Mar. 02, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Share-based Payment Arrangement, Option, Activity [Abstract] | ||||||||
Outstanding, Number of Shares | 13,453,879 | 67,879 | 67,879 | |||||
Outstanding, Weighted-Average Exercise Price | [1] | $ 0.03 | $ 0.03 | $ 0.03 | ||||
Granted, Shares | 13,585,000 | 14,886,000 | 0 | |||||
Granted, Weighted- Average Exercise Price | $ 0.03 | $ 0.05 | $ 0.27 | $ 0.03 | [1] | $ 0 | [1] | |
Exercised, Shares | (8,652,668) | (1,500,000) | 0 | |||||
Exercised, Weighted- Average Exercise Price | $ 0.03 | $ 0.03 | [1] | $ 0 | [1] | |||
Outstanding, Number of Shares | 18,386,211 | 13,453,879 | 67,879 | |||||
Outstanding, Weighted-Average Exercise Price | $ 0.2 | $ 0.03 | [1] | $ 0.03 | [1] | |||
[1] | On December 14, 2020, the Company reset the exercise price of all the options then outstanding options to $0.03 per share. This included 150,000 options previously priced at $0.04 per share; 7,450,000 options previously priced at $0.05 per share; 1,000,000 options previously priced at $0.06 per share; and 67,879 options previously prices at $21.40 per share. The Company valued these options as of December 14, 2020, at the original exercise price and at the new price of $0.03 per share and charged the increase in value in the amount of $4,113 to operations during the year ended December 31, 2020. The exercise prices of all options are shown at the restated price of $0.03 per share. |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |||
Dividends | 0.00% | 0.00% | 0.00% |
Term (years) | 5 years | 5 years | |
Minimum [Member] | |||
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |||
Volatility | 161.00% | 149.40% | 228.00% |
Risk-free interest rates | 0.82% | 0.55% | 1.75% |
Term (years) | 5 years | ||
Maximum [Member] | |||
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |||
Volatility | 183.50% | 209.60% | 229.40% |
Risk-free interest rates | 1.69% | 1.30% | 2.53% |
Term (years) | 10 years |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||
Outstanding, Shares | 0 | ||
Outstanding, Weighted Average Exercise Price | $ 0 | $ 0.00858 | $ 2.18 |
Granted, Shares | 12,600,000 | ||
Granted, Weighted- Average Exercise Price | $ 0.63 | $ 0.00858 | 0.00858 |
Outstanding, Shares | 12,600,000 | 0 | |
Outstanding, Weighted Average Exercise Price | $ 0.63 | $ 0 | $ 0.00858 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | |||
Derivative liability | $ 0 | $ 0 | $ 0 |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | |||
Derivative liability | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | |||
Derivative liability | 0 | 807,692 | 1,488,423 |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | |||
Derivative liability | $ 0 | $ 807,682 | $ 1,488,423 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Sep. 30, 2021 | May 04, 2021 | Dec. 31, 2020 | May 04, 2020 | Apr. 25, 2020 | Dec. 31, 2019 |
Commitments and Contingencies (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 460,000 | $ 460,000 | ||||
Notes Payable | $ 460,406 | $ 899,977 | $ 199,278 | |||
PPP Loan [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 460,000 | $ 460,406 | $ 460,000 | |||
Notes Payable | $ 460,406 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Nov. 15, 2021USD ($)$ / shares | Feb. 22, 2021$ / sharesshares | Feb. 05, 2021USD ($)$ / sharesshares | Feb. 01, 2021USD ($)$ / sharesshares | Feb. 01, 2021$ / shares | 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. 21, 2021USD ($)$ / sharesshares | Jan. 19, 2021shares |
Subsequent Events (Details) [Line Items] | |||||||||||||
Unit, Price per unit (in Dollars per share) | $ / shares | $ 1 | ||||||||||||
Unit, Description | each Unit consisting of (a) one share of a newly formed Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D 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 | $ | $ 3,100,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 25,000,000 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 7,285,062 | 6,449,610 | 4,319,378 | 4,463,507 | 3,505,964 | 4,123,750 | |||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01575 | $ 0.0154 | $ 0.01266 | $ 0.01224 | $ 0.01224 | $ 0.012 | |||||||
Number of Individuals | 4 | 45 | |||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 6,192,000 | ||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.25 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 1,548,000 | ||||||||||||
Share Price, Description | The price was determined based on the prior day ten-day average closing price, less a 20% discount for the risk associated with restricted stock. | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 336,000 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.03 | ||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 600,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Preferred Stock Offering | $ | 5,000,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Preferred Stock Offering | $ | $ 6,000,000 | ||||||||||||
Principal [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 107,200 | $ 93,000 | $ 50,000 | $ 50,000 | $ 39,000 | $ 45,000 | |||||||
Accrued Interest [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 7,540 | $ 6,324 | $ 4,683 | $ 4,633 | $ 3,913 | $ 4,485 | |||||||
Eagle Equities Note 7 [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,184,148 | ||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.24984 | $ 0.24984 | |||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 200,200 | ||||||||||||
Eagle Equities Note 8 [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in 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] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in 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] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,095,131 | ||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.23748 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 200,200 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 4,800 | ||||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | 4,800 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | Term of lease | Term of lease |
Minimum [Member] | Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | 3 years |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | 3 years |
Minimum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | 3 years |
Maximum [Member] | Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | 5 years |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | 7 years |
Maximum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | 10 years |
Net Loss Per Share Applicable_5
Net Loss Per Share Applicable to Common Shareholders (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Earnings Per Share, Basic and Diluted [Abstract] | ||||||
Net loss applicable to common shareholders | $ (1,809,899) | $ (1,056,001) | $ (6,088,620) | $ (2,004,353) | $ (2,936,129) | $ (3,885,262) |
Weighted average common shares outstanding | 208,784,236 | 100,262,378 | 199,678,995 | 94,154,754 | 105,177,272 | 45,248,520 |
Basic and diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.03) | $ (0.09) |
Net Loss Per Share Applicable_6
Net Loss Per Share Applicable to Common Shareholders (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 39,718,519 | 100,663 | 93,022,036 | 39,002,944 |
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 | 8,237,425 | 0 | 79,475,904 | 36,135,065 |
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 | 18,386,211 | 67,689 | 13,453,879 | 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 | 0 | 0 | 2,800,000 |
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 | 494,883 | 32,784 | 92,253 | 0 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Stock by Class - Preferred Stock [Member] | 12 Months Ended | |
Dec. 31, 2019USD ($)shares | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 26,227 | |
Share Value | $ 910,837 | |
Liability Amount | 655,661 | |
Loss | $ (255,176) | |
Director [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 1,200 | |
Share Value | $ 41,675 | |
Liability Amount | 30,000 | |
Loss | $ (11,675) | |
Chief Executive Officer [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,000 | |
Share Value | $ 69,458 | |
Liability Amount | 50,000 | |
Loss | $ (19,458) | |
President [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,000 | |
Share Value | $ 69,458 | |
Liability Amount | 50,000 | |
Loss | $ (19,458) | |
Director #2 [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,884 | |
Share Value | $ 100,158 | |
Liability Amount | 72,089 | |
Loss | $ (28,069) | |
Director #3 [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,400 | |
Share Value | $ 83,350 | |
Liability Amount | 60,000 | |
Loss | $ (23,350) | |
Irish Italian Retirement Fund [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 12,503 | |
Share Value | $ 434,216 | |
Liability Amount | 312,572 | [1] |
Loss | $ (121,644) | |
Frank Lightmas [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 3,240 | |
Share Value | $ 112,522 | |
Liability Amount | 81,000 | [2] |
Loss | $ (31,522) | |
[1] | amount consists of accounts payable for consulting services of $174,813, and principal plus interest due on notes payable in the amount of $137,759. | |
[2] | Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees. |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accounts Payable [Member] | |
Accounts Payable and Accrued Liabilities (Details) [Line Items] | |
Increase (Decrease) in Accounts Payable and Accrued Liabilities | $ (26,049) |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade accounts payable | $ 824,405 | $ 529,866 |
Accrued payroll and payroll taxes | 244,926 | 92,799 |
Credit card payable | 0 | 26,049 |
Total | $ 1,069,331 | $ 648,714 |
Right to Use Assets and Lease_8
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | ||||||
Operating Lease, Weighted Average Remaining Lease Term | 7 years 6 months | |||||
Operating Lease, Expense | $ 153,300 | $ 0 | $ 212,500 | $ 0 | $ 10,642 | $ 0 |
Amortization of Leased Asset | $ 71,349 | $ 0 | $ 4,318 | $ 0 | ||
Lessee, Operating Lease, Discount Rate | 12.00% | 12.00% | 12.00% |
Right to Use Assets and Lease_9
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Disclosure - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Disclosure [Line Items] | |||
Right to use assets, net | $ 3,052,351 | $ 310,361 | $ 0 |
Lease liability | 3,194,263 | 321,004 | 0 |
Less: current portion | (102,133) | (8,905) | 0 |
Lease liability, non-current | 3,092,130 | 312,099 | 0 |
Building [Member] | |||
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Disclosure [Line Items] | |||
Right to use assets, net | 2,869,719 | 310,361 | 0 |
Lease liability | $ 2,988,118 | $ 321,004 | $ 0 |
Right to Use Assets and Leas_10
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | |||
For the period ended December 31, 2021 | $ 529,095 | $ 47,671 | |
For the period ended December 31, 2022 | 779,150 | 63,798 | |
For the period ended December 31, 2023 | 636,721 | 64,937 | |
For the period ended December 31, 2024 | 638,386 | 66,456 | |
For the period ended December 31, 2025 | 652,302 | 67,975 | |
Thereafter | 1,772,151 | 200,003 | |
Total | 510,840 | ||
Less: Present value discount | (1,813,542) | (189,836) | |
Lease liability | $ 3,194,263 | $ 321,004 | $ 0 |
Debt (Details) - Convertible De
Debt (Details) - Convertible Debt - USD ($) | Sep. 19, 2016 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 30, 2021 | Oct. 29, 2020 | Aug. 20, 2020 | Jul. 01, 2020 | Dec. 19, 2019 | Mar. 18, 2016 | Nov. 30, 2014 | Aug. 31, 2014 | ||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | $ 1,656,772 | $ 846,166 | ||||||||||||||||
Accrued Interest | 137,522 | 82,870 | ||||||||||||||||
Interest Expense | 141,162 | |||||||||||||||||
Amortization of Discount | $ 756,795 | $ 785,724 | 1,128,885 | 848,845 | ||||||||||||||
Discount Balance | $ 0 | 756,795 | 646,888 | |||||||||||||||
Series C Debenture [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 110,833 | 110,833 | $ 11,333 | $ 110,833 | ||||||||||||||
Accrued Interest | 68,823 | 57,709 | ||||||||||||||||
Interest Expense | 11,114 | |||||||||||||||||
Amortization of Discount | 0 | |||||||||||||||||
Discount Balance | $ 114,400 | 114,400 | 0 | |||||||||||||||
Series D Debenture [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 11,333 | 11,333 | $ 11,333 | |||||||||||||||
Accrued Interest | 8,390 | 7,026 | ||||||||||||||||
Interest Expense | 1,364 | |||||||||||||||||
Amortization of Discount | 0 | |||||||||||||||||
Discount Balance | 0 | |||||||||||||||||
Convertible Note A [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 41,000 | 41,000 | ||||||||||||||||
Accrued Interest | 12,035 | 7,101 | ||||||||||||||||
Interest Expense | $ 4,050 | 4,934 | ||||||||||||||||
Amortization of Discount | 0 | |||||||||||||||||
Discount Balance | 0 | $ 18,750 | ||||||||||||||||
Power Up Note 11 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 0 | 45,000 | ||||||||||||||||
Accrued Interest | 0 | 1,805 | ||||||||||||||||
Interest Expense | 875 | 2,187 | ||||||||||||||||
Amortization of Discount | 34,498 | 45,000 | ||||||||||||||||
Discount Balance | 0 | |||||||||||||||||
Power Up Note 12 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 0 | 53,000 | ||||||||||||||||
Accrued Interest | 0 | 1,499 | ||||||||||||||||
Interest Expense | 1,813 | 1,499 | ||||||||||||||||
Amortization of Discount | 46,014 | 6,502 | ||||||||||||||||
Discount Balance | 0 | 53,000 | $ 6,000 | |||||||||||||||
Power Up Note 13 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 0 | 73,000 | ||||||||||||||||
Accrued Interest | 0 | 1,488 | ||||||||||||||||
Interest Expense | 3,240 | 1,414 | ||||||||||||||||
Amortization of Discount | 66,554 | 6,091 | ||||||||||||||||
Discount Balance | 0 | 73,000 | ||||||||||||||||
Eagle Equities Note 1 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 0 | 256,000 | ||||||||||||||||
Accrued Interest | 0 | 3,367 | ||||||||||||||||
Interest Expense | 15,660 | 3,367 | ||||||||||||||||
Amortization of Discount | 248,216 | 7,784 | ||||||||||||||||
Discount Balance | 0 | 256,000 | ||||||||||||||||
Eagle Equities Note 2 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 0 | 256,000 | ||||||||||||||||
Accrued Interest | 0 | 1,010 | ||||||||||||||||
Interest Expense | 21,813 | 1,094 | ||||||||||||||||
Amortization of Discount | 247,605 | 8,393 | ||||||||||||||||
Discount Balance | 0 | 256,000 | ||||||||||||||||
Eagle Equities Note 3 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 0 | 0 | ||||||||||||||||
Accrued Interest | 0 | 0 | ||||||||||||||||
Interest Expense | $ 6,576 | $ 22,412 | 24,608 | |||||||||||||||
Amortization of Discount | 256,000 | |||||||||||||||||
Discount Balance | 250,000 | 0 | ||||||||||||||||
Eagle Equities Note 4 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | [1] | 84,000 | 0 | |||||||||||||||
Accrued Interest | [1] | 8,132 | 0 | |||||||||||||||
Interest Expense | 17,948 | 14,021 | 12,332 | [1] | ||||||||||||||
Amortization of Discount | [1] | 93,097 | ||||||||||||||||
Discount Balance | $ 125,000 | 35,903 | [1] | |||||||||||||||
Eagle Equities Note 5 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | [2] | 100,000 | 0 | |||||||||||||||
Accrued Interest | [2] | 8,779 | 0 | |||||||||||||||
Interest Expense | [2] | 8,779 | ||||||||||||||||
Amortization of Discount | [2] | 44,747 | ||||||||||||||||
Discount Balance | $ 100,000 | 55,253 | [2] | |||||||||||||||
Eagle Equities Note 6 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | [3] | 200,200 | 0 | |||||||||||||||
Accrued Interest | [3] | 12,112 | 0 | |||||||||||||||
Interest Expense | [3] | 12,112 | ||||||||||||||||
Amortization of Discount | [3] | 51,473 | ||||||||||||||||
Discount Balance | 148,727 | [3] | $ 200,200 | |||||||||||||||
Eagle Equities Note 7 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | [4] | 200,200 | 0 | |||||||||||||||
Accrued Interest | [4] | 8,754 | 0 | |||||||||||||||
Interest Expense | 15,203 | 8,754 | [4] | |||||||||||||||
Amortization of Discount | [4] | 20,161 | ||||||||||||||||
Discount Balance | 180,039 | [4] | $ 200,200 | |||||||||||||||
Eagle Equities Note 8 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | [5] | 114,400 | 0 | |||||||||||||||
Accrued Interest | [5] | 3,498 | 0 | |||||||||||||||
Interest Expense | 2,909 | 3,498 | [5] | |||||||||||||||
Amortization of Discount | [5] | 1,380 | ||||||||||||||||
Discount Balance | $ 10,400 | $ 10,400 | 113,020 | [5] | ||||||||||||||
Eagle Equities Note 9 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | [6] | 114.4 | ||||||||||||||||
Accrued Interest | [6] | 2,369 | ||||||||||||||||
Interest Expense | [6] | 2,369 | ||||||||||||||||
Amortization of Discount | [6] | 6,053 | ||||||||||||||||
Discount Balance | 90,779 | [6] | $ 10,400 | |||||||||||||||
Eagle Equities Note 10 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | [7] | 220 | ||||||||||||||||
Accrued Interest | [7] | 1,591 | ||||||||||||||||
Interest Expense | [7] | 1,591 | ||||||||||||||||
Amortization of Discount | [7] | 5,087 | ||||||||||||||||
Discount Balance | [7] | 133,074 | ||||||||||||||||
PPP Loan [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 460,406 | 0 | ||||||||||||||||
Accrued Interest | 3,039 | 0 | ||||||||||||||||
Interest Expense | 3,037 | |||||||||||||||||
Amortization of Discount | 0 | |||||||||||||||||
Discount Balance | 0 | |||||||||||||||||
Other [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 0 | 0 | ||||||||||||||||
Accrued Interest | 0 | $ 1,865 | ||||||||||||||||
Interest Expense | 3,269 | |||||||||||||||||
Amortization of Discount | 8,000 | |||||||||||||||||
Discount Balance | $ 0 | |||||||||||||||||
[1] | Subsequent to December 31, 2020, $84,000 of principal and $8,398 of accrued interest of this note were converted to a total of 7,629,714 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations. | |||||||||||||||||
[2] | Subsequent to December 31, 2020, $100,000 of principal and $9,317 of accrued interest of this note were converted to a total of 8,782,885 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations. | |||||||||||||||||
[3] | Subsequent to December 31, 2020, $200,000 of principal and $13,864 of accrued interest of this note were converted to a total of 13,734,672 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations. | |||||||||||||||||
[4] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $200,200 and all accrued interest and prepayment penalties due under this note were converted to a total of 1,184,148 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations | |||||||||||||||||
[5] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $114,400 and all accrued interest and prepayment penalties due under this note were converted to a total of 639,593 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations | |||||||||||||||||
[6] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $114,400 and all accrued interest and prepayment penalties due under this note were converted to a total of 605,177 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations | |||||||||||||||||
[7] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $200,200 and all accrued interest and prepayment penalties due under this note were converted to a total of 1,095,131 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of Debt - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Debt [Abstract] | |||
Total notes payable | $ 460,406 | $ 1,656,772 | $ 846,166 |
Less: Discount | 0 | (756,795) | (646,888) |
Notes payable - net of discount | 460,406 | 899,977 | 199,278 |
Current Portion, net of discount | 460,406 | 899,977 | 199,278 |
Long-term portion, net of discount | $ 0 | $ 0 | $ 0 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance | $ 807,682 | $ 1,488,423 | $ 0 |
Conversion features issued | 1,273,463 | 1,472,320 | |
Settled upon conversion or exercise | (1,296,416) | (689,469) | |
Settled upon payment of note | (1,301,137) | (148,949) | (191,827) |
(Loss) Gain on revaluation | 493,455 | (508,839) | 709,431 |
Balance | $ 0 | $ 807,682 | 1,488,423 |
Warrant [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Conversion features issued | $ 187,968 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - Schedule of Stock by Class - Series X Preferred Stock [Member] | 12 Months Ended | |
Dec. 31, 2019USD ($)shares | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 26,227 | |
Share Value | $ 910,837 | |
Liability Amount | 655,661 | |
Loss | $ (255,176) | |
Director [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 1,200 | |
Share Value | $ 41,675 | |
Liability Amount | 30,000 | |
Loss | $ (11,675) | |
Chief Executive Officer [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,000 | |
Share Value | $ 69,458 | |
Liability Amount | 50,000 | |
Loss | $ (19,458) | |
President [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,000 | |
Share Value | $ 69,458 | |
Liability Amount | 50,000 | |
Loss | $ (19,458) | |
Director #2 [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,884 | |
Share Value | $ 100,158 | |
Liability Amount | 72,089 | |
Loss | $ (28,069) | |
Director #3 [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,400 | |
Share Value | $ 83,350 | |
Liability Amount | 60,000 | |
Loss | $ (23,350) | |
Irish Italian Retirement Fund [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 12,503 | |
Share Value | $ 434,216 | |
Liability Amount | 312,572 | [1] |
Loss | $ (121,644) | |
Frank Lightmas [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 3,240 | |
Share Value | $ 112,522 | |
Liability Amount | 81,000 | [2] |
Loss | $ (31,522) | |
[1] | amount consists of accounts payable for consulting services of $174,813, and principal plus interest due on notes payable in the amount of $137,759. | |
[2] | Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees. |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details) - Share-based Payment Arrangement, Option, Exercise Price Range - $ / shares | Dec. 14, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||
Exercise Price | $ 0.03 | |||||||
Number of options outstanding (in Shares) | 18,386,211 | 13,453,879 | 67,879 | 67,879 | ||||
Weighted average remaining contractual life | 9 years 3 months 25 days | 9 years 5 months 1 day | ||||||
Weighted average exercise price of outstanding options | $ 0.2 | $ 0.03 | [1] | $ 0.03 | [1] | $ 0.03 | [1] | |
Number of options exercisable (in Shares) | 5,052,000 | 11,303,879 | [2] | |||||
Weighted average exercise price of exercisable options | $ 0.1 | $ 0.03 | [1] | |||||
Option Exercise $0.03 [Member] | ||||||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||
Exercise Price | $ 0.03 | |||||||
Number of options outstanding (in Shares) | 13,453,879 | |||||||
Weighted average remaining contractual life | 9 years 5 months 1 day | |||||||
Weighted average exercise price of outstanding options | $ 0.03 | |||||||
Number of options exercisable (in Shares) | 11,303,879 | |||||||
Weighted average exercise price of exercisable options | $ 0.03 | |||||||
[1] | On December 14, 2020, the Company reset the exercise price of all the options then outstanding options to $0.03 per share. This included 150,000 options previously priced at $0.04 per share; 7,450,000 options previously priced at $0.05 per share; 1,000,000 options previously priced at $0.06 per share; and 67,879 options previously prices at $21.40 per share. The Company valued these options as of December 14, 2020, at the original exercise price and at the new price of $0.03 per share and charged the increase in value in the amount of $4,113 to operations during the year ended December 31, 2020. The exercise prices of all options are shown at the restated price of $0.03 per share. | |||||||
[2] | On December 28, 2020, the Company accelerated the vesting of certain of its options issued to board members, management, and consultants, resulting in a charge to operations in the amount of $164,647 during the year ended December 31, 2020. |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details) - Share-based Payment Arrangement, Option, Activity - $ / shares | Dec. 28, 2020 | Mar. 02, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Share-based Payment Arrangement, Option, Activity [Abstract] | ||||||||
Outstanding, Number of Shares | 13,453,879 | 67,879 | 67,879 | |||||
Outstanding, Weighted-Average Exercise Price | [1] | $ 0.03 | $ 0.03 | $ 0.03 | ||||
Exercisable, Number of Shares | 5,052,000 | 11,303,879 | [2] | |||||
Exercisable, Weighted-Average Exercise Price | $ 0.1 | $ 0.03 | [1] | |||||
Granted, Number of Shares | 13,585,000 | 14,886,000 | 0 | |||||
Granted, Weighted-Average Exercise Price | $ 0.03 | $ 0.05 | $ 0.27 | $ 0.03 | [1] | $ 0 | [1] | |
Cancelled, Number of Shares | (8,652,668) | (1,500,000) | 0 | |||||
Cancelled, Weighted-Average Exercise Price | $ 0.03 | $ 0.03 | [1] | $ 0 | [1] | |||
Outstanding, Number of Shares | 18,386,211 | 13,453,879 | 67,879 | |||||
Outstanding, Weighted-Average Exercise Price | $ 0.2 | $ 0.03 | [1] | $ 0.03 | [1] | |||
[1] | On December 14, 2020, the Company reset the exercise price of all the options then outstanding options to $0.03 per share. This included 150,000 options previously priced at $0.04 per share; 7,450,000 options previously priced at $0.05 per share; 1,000,000 options previously priced at $0.06 per share; and 67,879 options previously prices at $21.40 per share. The Company valued these options as of December 14, 2020, at the original exercise price and at the new price of $0.03 per share and charged the increase in value in the amount of $4,113 to operations during the year ended December 31, 2020. The exercise prices of all options are shown at the restated price of $0.03 per share. | |||||||
[2] | On December 28, 2020, the Company accelerated the vesting of certain of its options issued to board members, management, and consultants, resulting in a charge to operations in the amount of $164,647 during the year ended December 31, 2020. |
Stockholders' Deficit (Detail_4
Stockholders' Deficit (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Deficit (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |||
Dividends | 0.00% | 0.00% | 0.00% |
Term (years) | 5 years | 5 years | |
Minimum [Member] | |||
Stockholders' Deficit (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |||
Volatility | 161.00% | 149.40% | 228.00% |
Risk-free interest rates | 0.82% | 0.55% | 1.75% |
Term (years) | 5 years | ||
Maximum [Member] | |||
Stockholders' Deficit (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |||
Volatility | 183.50% | 209.60% | 229.40% |
Risk-free interest rates | 1.69% | 1.30% | 2.53% |
Term (years) | 10 years |
Stockholders' Deficit (Detail_5
Stockholders' Deficit (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||
Outstanding, Number of Shares | 0 | 1,800,000 | 1,167,653 |
Outstanding, Weighted Average Exercise Price | $ 0 | $ 0.00858 | $ 2.18 |
Granted, Number of Shares | 6,582,382 | 400,000 | |
Granted, Weighted Average Exercise Price | 0.63 | $ 0.00858 | $ 0.00858 |
Additional warrants due to trigger of ratchet feature, Number of Shares | 6,659,382 | ||
Additional warrants due to trigger of ratchet feature | $ 0.00858 | ||
Exercised, Number of Shares | (8,382,382) | (3,514,900) | |
Exercised, Weighted Average Exercise Price | $ 0.0561 | $ 0.00858 | |
Forfeited, Number of Shares | (2,769,482) | ||
Forfeited, Weighted Average Exercise Price | $ 0.00858 | ||
Expired, Number of Shares | (142,653) | ||
Expired, Weighted Average Exercise Price | $ 17.42 | ||
Outstanding, Number of Shares | 0 | 1,800,000 | |
Outstanding, Weighted Average Exercise Price | $ 0.63 | $ 0 | $ 0.00858 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 5,860,000 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Components of Income Tax Expense (Benefit) [Abstract] | ||||||
Current | $ 0 | $ 0 | ||||
Deferred | 0 | 0 | ||||
Total | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||||||
Net tax loss carry-forwards | $ (1,809,899) | $ (1,056,001) | $ (6,088,620) | $ (2,004,353) | $ (2,936,129) | $ (3,885,262) |
Statutory rate | 21.00% | 21.00% | ||||
Total tax benefit at statutory rate | $ (616,587) | $ (815,915) | ||||
Permanent difference – meals and entertainment, Preferred Stock dividend | (41,930) | 30 | ||||
Total | (658,517) | (815,885) | ||||
Change in valuation allowance | 658,517 | 815,885 | ||||
Income tax provision | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Accrued payroll | $ 41,000 | $ 14,000 |
ASC842-ROU Asset | 65,000 | 0 |
ASC842-ROU (Liability) | (67,000) | 0 |
Gain from derivatives | (107,000) | 0 |
Stock based compensation | 119,000 | 0 |
Depreciation | (1,000) | 0 |
Net operating loss | 5,861,000 | 5,239,000 |
Net deferred tax assets (liabilities) | 5,911,000 | 5,253,000 |
Valuation allowance | (5,911,000) | (5,253,000) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
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 | $ 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 | 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 | 807,692 | 1,488,423 |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | |||
Derivative liabilities | $ 0 | $ 807,682 | $ 1,488,423 |